FLAGSTAR FINANCIAL, INC.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
| Item 6. | Exhibits |
|---|
| Exhibit No. | |
|---|---|
| 2.1 | Agreement and Plan of Merger, dated July 24, 2025, between Flagstar Financial, Inc. and Flagstar Bank, N.A.(1) |
| 2.2 | Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights, dated as of July 24, 2024, by and between Nationstar Mortgage LLC and Flagstar Bank, N.A.*(2) |
| 2.3 | Asset Purchase Agreement, dated as of July 24, 2024, by and between Nationstar Mortgage LLC and Flagstar Bank, N.A.*(2) |
| 3.1 | Amended and Restated Certificate of Incorporation (3) |
| 3.2 | Certificates of Amendment of Amended and Restated Certificate of Incorporation (4) |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation (5) |
| 3.4 | Certificate of Amendment of Amended and Restated Certificate of Incorporation(6) |
| 3.5 | Certificate of Amendment of Amended and Restated Certificate of Incorporation(7) |
| 3.6 | Certificate of Amendment of Amended and Restated Certificate of Incorporation(8) |
| 3.7 | Certificate of Designations of the Registrant for Series A Preferred Stock(9) |
| 3.8 | Certificate of Designations for Series B Noncumulative Convertible Preferred Stock(10) |
| 3.9 | Certificate of Designations for Series C Noncumulative Convertible Preferred Stock(10) |
| 3.10 | Certificate of Designations for Series D Non-Voting Common Equivalent Stock(10) |
| 3.11 | Amended and Restated Bylaws(8) |
| 4.1 | Specimen Common Stock Certificate (11) |
| 4.2 | Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc, and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein (9) |
| 4.3 | Form of certificate representing the Series A Preferred Stock (9) |
| 4.4 | Form of issued warrant for shares of Series D Non-Voting Common Equivalent Stock(10) |
| 4.5 | Form of depositary receipt representing the Depositary Shares (9) |
| 4.6 | Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries. |
| 10.1 | Form of Executive Stock Option Grant Notice** |
| 10.2 | Employment Agreement, dated June 30, 2025, by and between Flagstar Bank, N.A. and Kris Gagnon** |
| 10.3 | Employment Agreement, dated July 1, 2025, by and between Flagstar Bank, N.A. and Richard Raffetto** |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32 | Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Date File (formatted in Inline XBRL and contained in Exhibit 101) |
*Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
** Management plan or compensation plan arrangement.
(1)Incorporated by reference to Exhibits to the Company's Form 8-K filed with the Securities and Exchange Commission on July 24, 2025 (File No. 1-31565)
(2)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 29, 2024 (File No. 1-31565)
(3)Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2001 (File No. 0-22278)
(4)Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2003 (File No. 1-31565)
(5)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 27, 2016 (File No. 1-31565)
(6)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2024 (File No. 1-31565)
(7)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 16, 2024 (File No. 1-31565)
(8)Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 15, 2024 (File No. 1-31565)
(9)Incorporated herein by reference to Exhibits to the Registrant’s Registration Statement on Form 8-A (File No. 333-210919), as filed with the Securities and Exchange Commission on March 16, 2017
(10)Incorporated by reference to the Exhibits filed with the Company’s Form 8-K filed with the Securities and Exchange Commission on March 14, 2024 (File No. 1-31565)
(11)Incorporated by reference to Exhibits filed with the Company's Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-31565)
(12)Incorporated by reference to Exhibits filed with the Company's Registration Statement on Form S-8 (File No. 333-287353), as filed with the Securities and Exchange Commission on May 16, 2025
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.