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FLAGSTAR BANK, NATIONAL ASSOCIATION

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

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.

Sep 30, 2025 · Filed Nov 6, 2025

FLG$10.51-0.7%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Condition

ITEM 1.FINANCIAL STATEMENTS
September 30, 2025December 31, 2024
(in millions, except per share data) · (unaudited)
ASSETS:
Cash and cash equivalents$8,484$15,430
Securities:
Debt securities available-for-sale15,05210,402
Equity investments with readily determinable fair values, at fair value5514
Total securities15,10710,416
Loans held for sale535899
Loans and leases held for investment, net of deferred loan fees and costs62,66168,272
Less: Allowance for credit losses on loans and leases, held for investment(1,071)(1,201)
Total loans and leases held for investment, net61,59067,071
Federal Home Loan Bank stock and Federal Reserve Bank stock, at cost1,0181,146
Premises and equipment, net464562
Core deposit and other intangibles407488
Bank-owned life insurance1,6331,605
Other assets2,4302,543
Total assets$91,668$100,160
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Interest-bearing checking and money market accounts$20,045$20,780
Savings accounts14,78214,282
Certificates of deposit22,36927,324
Non-interest-bearing accounts11,95613,484
Total deposits69,15275,870
Borrowed funds:
Wholesale borrowings12,15013,400
Junior subordinated debentures584582
Subordinated notes448444
Total borrowed funds13,18214,426
Other liabilities1,2251,696
Total liabilities83,55991,992
Commitment and contingencies (refer to Note 17)
Mezzanine equity:
Preferred stock - Series B11
Stockholders' equity:
Preferred stock - Series A and D503503
Common stock at par $0.01 (666,666,666 and 666,666,666 shares authorized; 422,749,037 and 422,416,178shares issued; and 415,608,145 and 414,934,628 shares outstanding, respectively)44
Paid-in capital in excess of par9,3009,282
Accumulated deficit(1,006)(763)
Treasury stock, at cost (7,140,892 and 7,481,550 shares, respectively)(198)(219)
AOCL, net of tax(495)(640)
Total stockholders’ equity8,1088,167
Total liabilities, mezzanine and stockholders’ equity$91,668$100,160

Condensed Consolidated Statements of (Loss) Income

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per share data)2025202420252024
INTEREST INCOME:
Loans and leases$819$1,061$2,519$3,421
Securities and money market investments2824738891,174
Total interest income1,1011,5343,4084,595
INTEREST EXPENSE:
Interest-bearing checking and money market accounts151218480664
Savings accounts113110334221
Certificates of deposit2553728501,000
Borrowed funds1573244901,019
Total interest expense6761,0242,1542,904
Net interest income4255101,2541,691
Provision for credit losses38242181947
Net interest income after provision for credit losses3872681,073744
NON-INTEREST INCOME:
Fee income234267117
Bank-owned life insurance12103232
Net gain on investment securities22—22—
Net return on mortgage servicing rights—34—74
Net gain on loan sales and securitizations552443
Net loan administration (loss) income—(8)53
Bargain purchase gain———(121)
Other323010188
Total non-interest income94113251236
NON-INTEREST EXPENSE:
Operating expenses:
Compensation and benefits242316723961
FDIC insurance3798136239
Occupancy and equipment4759155163
General and administrative153188433557
Total operating expense4796611,4471,920
Intangible asset amortization263781105
Merger-related expenses17183995
Total non-interest expense5227161,5672,120
(Loss) before income taxes(41)(335)(243)(1,140)
Income tax (benefit)(5)(55)(37)(210)
Net (loss)$(36)$(280)$(206)$(930)
Preferred stock dividends992527
Net (loss) attributable to common stockholders$(45)$(289)$(231)$(957)
Basic (loss) per common share$(0.11)$(0.79)$(0.56)$(3.16)
Diluted (loss) per common share$(0.11)$(0.79)$(0.56)$(3.16)

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2025202420252024
Net (loss)$(36)$(280)$(206)$(930)
Other comprehensive (loss) income, net of tax:
Debt securities available for sale50206159113
Pension and post-retirement obligations1121
Cash flow hedges(4)(14)(16)64
Total other comprehensive (loss) income, net of tax$47$193$145$178
Total comprehensive (loss) income, net of tax$11$(87)$(61)$(752)
Income tax expense (benefit) of items included in other comprehensive income:
Debt securities available for sale$18$71$56$40
Pension and post-retirement obligations——11
Cash flow hedges(2)(5)(6)21

See accompanying notes to the condensed consolidated financial statements

Condensed Consolidated Statements of Changes in Stockholders' Equity

(in millions, except share data)Shares OutstandingPreferred Stock A (Par Value: $0.01)Common Stock (Par Value: $0.01)Paid-in Capital in excess of Par(Accumulated deficit)/Retained EarningsTreasury Stock, at CostAOCL, Net of TaxTotal Stockholders’ EquityPreferred Stock Mezzanine (Par Value: $0.01)
Balance at June 30, 2025415,353,394$503$4$9,291$(957)$(204)$(542)$8,095$1
Shares issued for restricted stock, net of forfeitures408,579——(8)—8———
Compensation expense related to restricted stock awards———17———17—
Net loss————(36)——(36)—
Dividends paid on common stock ($0.01)————(4)——(4)—
Dividends paid on preferred stock ($15.94), Series B ($3.33)————(9)——(9)—
Purchase of common stock(153,828)————(2)—(2)—
Other comprehensive income (loss), net of tax——————4747—
Balance at September 30, 2025415,608,145$503$4$9,300$(1,006)$(198)$(495)$8,108$1
Balance at June 30, 2024351,304,364$503$4$8,997$(270)$(223)$(614)$8,397$258
Issuance of Common Shares for the Conversion of Series B preferred, net63,770,655——257———257(257)
Shares issued for restricted stock, net of forfeitures282,417——(5)—5———
Compensation expense related to restricted stock awards———17———17—
Net loss————(280)——(280)—
Dividends paid on common stock ($0.01)————(3)——(3)—
Dividends paid on preferred stock ($15.94), Series B ($3.33)————(9)——(9)—
Purchase of common stock(99,469)————(1)—(1)—
Other comprehensive income (loss), net of tax——————193193—
Balance at September 30, 2024415,257,967$503$4$9,266$(562)$(219)$(421)$8,571$1

Condensed Consolidated Statements of Changes in Stockholders' Equity

(in millions, except share data)Shares OutstandingPreferred Stock A (Par Value: $0.01)Common Stock (Par Value: $0.01)Paid-in Capital in excess of Par(Accumulated deficit)/Retained EarningsTreasury Stock, at CostAOCL, Net of TaxTotal Stockholders’ EquityPreferred Stock Mezzanine (Par Value: $0.01)
Balance at December 31, 2024414,934,628$503$4$9,282$(763)$(219)$(640)$8,167$1
Shares issued for restricted stock, net of forfeitures1,368,201——(28)—28———
Compensation expense related to restricted stock awards———46———46—
Net loss————(206)——(206)—
Dividends paid on common stock ($0.03)————(12)——(12)—
Dividends paid on preferred stock ($47.82), Series B ($9.99)————(25)——(25)—
Purchase of common stock(694,684)————(7)—(7)—
Other comprehensive income (loss), net of tax——————145145—
Balance at September 30, 2025415,608,145$503$4$9,300$(1,006)$(198)$(495)$8,108$1
Balance at December 31, 2023240,688,790$503$2$8,236$443$(218)$(599)$8,367$—
Issuance of mezzanine preferred stock Series B, net (192,062 shares)————————258
Issuance of mezzanine preferred stock Series C, net (256,307 shares)————————346
Issuance of Commons Shares and Conversion of Series B preferred to common shares, net63,770,655——257———257(257)
Issuance of Common Shares for the Conversion of Series C preferred, net85,435,618—1340———341(346)
Issuance of Common Shares for March 2024 capital raise25,543,655—1102———103—
Issuance of warrants to purchase common shares———302———302—
Shares issued for restricted stock, net of forfeitures275,051——(9)—9———
Compensation expense related to restricted stock awards———38———38—
Net loss————(930)——(930)—
Dividends paid on common stock ($0.19)————(48)——(48)—
Dividends paid on preferred stock Series A ($47.82), Series B ($6.66)————(27)——(27)—
Purchase of common stock(455,802)————(10)—(10)—
Other comprehensive income (loss), net of tax——————178178—
Balance at September 30, 2024415,257,967$503$4$9,266$(562)$(219)$(421)$8,571$1

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,
(in millions)20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)$(206)(930)
Adjustments to reconcile net income to net cash used in operating activities:
Provision for credit losses181947
Amortization of intangibles81105
Depreciation3234
Amortization of discounts and premiums, net87141
Net gain on securities(22)—
Net gain on sales of loans and securitizations(24)(43)
Bargain purchase gain adjustment—121
Stock-based compensation4638
Deferred tax expense(97)(229)
Other operating activities(7)—
Changes in operating assets and liabilities:
Decrease (increase) in other miscellaneous assets115(423)
(Decrease) increase in other miscellaneous liabilities(542)125
Change in loans held for sale, net364(423)
Net cash provided by (used in) by operating activities8(537)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from repayment of securities available for sale1,4941,525
Proceeds from sales of securities available for sale including loans that have been securitized85269
Purchase of securities available for sale(5,994)(2,607)
Redemption of Federal Home Loan Bank stock131217
Purchases of Federal Home Loan Bank and Federal Reserve Bank stock(3)(189)
Proceeds from bank-owned life insurance, net418
Net proceeds from sales of MSR's—66
Other changes in loans, net5,21911,733
Purchases of premises and equipment(29)(33)
Other investing activities14—
Net cash provided by investing activities92110,999
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits(6,727)1,476
Net decrease in short-term borrowed funds(250)(940)
Proceeds from long-term borrowed funds50012,250
Repayments of long-term borrowed funds(1,500)(12,250)
Net receipt (disbursement) of payments of loans serviced for others92(375)
Cash dividends paid on common stock(12)(48)
Cash dividends paid on preferred stock(25)(27)
Proceeds from common stock and warrants issued, net—1,003
Proceeds from preferred stock issued, net—1
Payments relating to treasury shares received for restricted stock award tax payments(7)(10)
Net cash (used in) provided by financing activities(7,929)1,080
Net (decrease) increase in cash, cash equivalents, and restricted cash(7,000)11,542
Cash, cash equivalents, and restricted cash at beginning of period15,55911,609
Cash, cash equivalents, and restricted cash at end of period$8,559$23,151
Supplemental information:
Cash paid for interest$2,2542,722
Cash paid for income taxes1731
Non-cash investing and financing activities:
Transfers to repossessed assets from loans$38
Securitization of loans to mortgage-backed securities available for sale—262
Transfer of loans from held for investment to held for sale5907,486
Shares issued for restricted stock awards289
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