UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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CURRENT REPORT ON FORM 8-K
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 8, 2024, the Board of Directors (the “Board”) of New York Community Bancorp, Inc. (the “Company”) approved and adopted an amendment to the Company’s Amended and Restated Certificate of Incorporation changing the Company’s name to Flagstar Financial, Inc. (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effect the Name Change and the Name Change does not affect the rights of the Company’s stockholders. The Company has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect the Name Change. Pursuant to the Certificate of Amendment, the Name Change will become effective on October 25, 2024 in accordance with Section 242 of the Delaware General Corporation Law.
Additionally, on October 8, 2024, the Board approved an amendment to the Amended and Restated Bylaws of the Company (as amended, the “Amended and Restated Bylaws”), which will also become effective as of October 25, 2024, to reflect the Name Change.
As a result of the Name Change, the Company’s common stock, which trades on the New York Stock Exchange (the “NYSE”), is expected to cease trading under the ticker symbol “NYCB” and to commence trading under the ticker symbol “FLG” effective at the open of business on October 28, 2024. Also effective as of such time, (i) the Company’s Bifurcated Option Note Unit SecuritiES are expected to cease trading under the ticker symbol “NYCB-PU” on the NYSE and to commence trading on the NYSE under the ticker symbol “FLG PRU” and (ii) the Company’s Depositary Shares, each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, are expected to cease trading under the ticker symbol “NYCB-PA” on the NYSE and to commence trading on the NYSE under the ticker symbol “FLG PRA”.
Copies of the Certificate of Amendment and the Amended and Restated Bylaws are filed as Exhibits 3(i) and Exhibit 3(ii), respectively, with this Current Report on Form 8-K and are incorporated herein by reference. Other than the Name Change, the Company did not make any changes to its Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws.
| Item 8.01 | Other Events |
On October 15, 2024, the Company issued a press release announcing the Name Change. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibit is filed herewith:
| Exhibit 3(i) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| Exhibit 3(ii) | Amended and Restated Bylaws | |
| Exhibit 99.1 | Press Release, dated October 15, 2024 | |
| Exhibit 104 | Cover Page Interactive File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 15, 2024 | NEW YORK COMMUNITY BANCORP, INC. | |||||
| /s/ Salvatore DiMartino | ||||||
| Salvatore DiMartino | ||||||
| Executive Vice President | ||||||
| Director, Investor Relations | ||||||