FLAGSTAR BANK, NATIONAL ASSOCIATION

Note 1 -Organization and Basis of Presentation

Organization

Flagstar Bank, National Association, is a national banking association. Throughout this report we refer to Flagstar Bank, National Association and its consolidated subsidiaries in a simplified and collective manner, using words like "we," "our," "us" and "the Bank."

The Bank is headquartered in Hicksville, New York with regional headquarters in Troy, Michigan. We are subject to regulation and oversight by the OCC. We currently operate approximately 320 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and on the West Coast.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Bank and other entities in which the Bank has a controlling financial interest. We prepare these consolidated financial statements in accordance with GAAP and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All inter-company accounts and transactions are eliminated in consolidation. The Bank currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital securities. See Note 9 - Borrowed Funds, for additional information regarding these trusts.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included on our Form 10-K for the year ended December 31, 2025. Except for per share or otherwise specified amounts, all amounts presented within the tables below are stated in millions.

When necessary, certain reclassifications have been made to prior-year amounts to conform to the current-year presentation.

Note 2 -Earnings Per Common Share

Earnings per Common Share (Basic and Diluted)

The following table presents basic and diluted net earnings per common share based on the weighted average outstanding shares:

For the three and nine months ended September 30, 2026, there wereno antidilutive shares.

Note 3 -Accumulated Other Comprehensive Loss

The table below summarizes the changes in AOCL, net of tax:

The following table summarizes the amounts reclassified from AOCL, net of tax:

Note 4 -Investment Securities

Debt securities available-for-sale

The following tables summarize our portfolio of debt securities available-for-sale:

(1)At September 30, 2026, substantially all of our debt securities available-for-sale are comprised of securities issued by GSEs or are explicitly guaranteed by the U.S. government.

(2)As of September 30, 2026, the ACL was $2 million.

(3)Excludes accrued interest receivable of $52 million included in Other assets in the Condensed Consolidated Statements of Condition.

(1)At December 31, 2025, substantially all of our debt securities available-for-sale are comprised of securities issued by GSEs or are explicitly guaranteed by the U.S. government.

(2)As of December 31, 2025, the ACL was $2 million.

(3)Excludes accrued interest receivable of $58 million included in Other assets in the Condensed Consolidated Statements of Condition.

At September 30, 2026 and December 31, 2025, investment securities with a fair value of $16.2 billion and $15.4 billion, respectively, were pledged to secure borrowing capacity, public deposits, and for other purposes as required or permitted by law.

There wereno available-for-sale securities sold during the three and nine months ended September 30, 2026 and $10 million and $85 million of available-for-sale securities sold during the three and nine months ended September 30, 2025, respectively.

There wereno realized gains and losses on sales of available-for-sale securities during the three and nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes, by contractual maturity, the fair value of securities at September 30, 2026:

The following table presents debt securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of September 30, 2026:

(1)Count of securities that have been in a loss position for less than twelve months.

The following table presents debt securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, 2025:

We evaluate available-for-sale debt securities in unrealized loss positions at least quarterly to determine if an ACL is required. We also assess whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, any previously recognized allowances are charged off and the security’s amortized cost basis is written down to fair value through income and recorded in Provision for credit losses on the Condensed Consolidated Statements of Income (Loss). Otherwise, we evaluate whether the decline in fair value has resulted from credit losses or other factors. If a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the expected amount to be collected is less than the amortized cost, an ACL is established for the shortfall, but not in excess of the difference between the amortized cost basis and the fair value. Any unrealized loss that has not been recorded through an ACL is recognized in Other comprehensive (loss) income.

Equity investments with readily determinable fair values

As of September 30, 2026 and December 31, 2025, we held equity securities with readily determinable fair values of $14 million and $65 million, respectively. During the nine months ended September 30, 2026, we recognized a loss of $5 million and during the three and nine months ended September 30, 2025, we recognized a gain of $21 million related to our investment in Figure Technology Solutions, Inc. These amounts were recorded in Net (loss) gain on investment securities in the Condensed Consolidated Statements of Income (Loss). During the three months ended June 30, 2026, we sold our entire investment for $46 million.

Note 5 -Loans and Leases

The composition of our loan portfolio for the periods indicated was as follows:

(1)Includes lease financing receivables (net of unearned income of $207 million and $129 million, respectively) of $1.9 billion and $1.7 billion at September 30, 2026 and December 31, 2025, respectively.

(2)Excludes accrued interest receivable of $271 million and $242 million at September 30, 2026 and December 31, 2025, respectively, which is included in Other assets in the Condensed Consolidated Statements of Condition.

(3)We pledged loans of $30.1 billion and $31.5 billion between the FHLB and FRB-NY to serve as collateral for our wholesale borrowings at September 30, 2026 and December 31, 2025, respectively.

HFI loans are reported at amortized cost which includes the outstanding principal balance adjusted for any unamortized premiums, discounts, deferred fees and costs, hedge accounting adjustments and fair value adjustments for acquired loans. The unamortized premiums, discounts, deferred fees and costs and hedge accounting adjustments totaled $382 million and $430 million as of September 30, 2026 and December 31, 2025, respectively.

Loans with Government Guarantees

Substantially all LGG are insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs. As of September 30, 2026 and December 31, 2025, LGG totaled $316 million and $331 million, respectively. These loans are recorded in one-to-four family first mortgages and are reported as current within the asset quality information and as pass within our credit rating by vintage table.

Related Party Loans

In the ordinary course of business, the Bank has made loans to officers, directors, and their related interests and parties. All such loans have been made in accordance with regulatory requirements, are on substantially the same terms and underwriting as those prevailing at the time for comparable transactions with unrelated persons, and do not involve higher than normal risk of collectability. During the three months ended March 31, 2026, a member of the Board of Directors was appointed to the board of another entity with which we had a previous lending relationship. As a result of that appointment, $150 million in outstanding loans now qualifies as loans to a related-party as of September 30, 2026. As of December 31, 2025, the Bank hadno material related-party transactions requiring disclosure.

Asset Quality

For the three and nine months ended September 30, 2026 and 2025, there was an immaterial amount of interest income recognized on non-accrual loans classified as held for investment.

The following table presents information regarding the delinquency status of our loans held for investment at September 30, 2026:

The following table presents information regarding the delinquency status of our loans held for investment at December 31, 2025:

The following table presents the credit rating by vintage for our loans held for investment as of September 30, 2026:

The following table presents the credit rating by vintage for our loans held for investment as of December 31, 2025:

The classifications in the preceding tables reflect the most recent credit evaluations as of the respective dates, which are generally performed within the last twelve months. In addition, they follow regulatory guidelines and can generally be described as follows: pass loans are of satisfactory quality; special mention loans have potential weaknesses that deserve management’s close attention; substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged (these loans have a well-defined weakness and there is a possibility that we will sustain some loss); and non-accrual loans, which based on existing circumstances, have weaknesses that make collection or liquidation in full highly questionable and improbable.

Collateral Dependent Loans

The following table summarizes the recorded investment of our collateral-dependent loans held for investment by collateral type as of September 30, 2026:

Collateral dependent loans generally include multi-family and CRE loans secured by apartment buildings, office buildings, retail and industrial buildings. The primary source of repayment on these loans is expected to come from the sale of the real estate property collateral. Multi-family and CRE loans are impacted by fluctuations in the values of the real estate property.

At September 30, 2026 and December 31, 2025, we had $18 million and $19 million, respectively, of residential mortgage loans in the process of foreclosure.

Modifications to Borrowers Experiencing Financial Difficulty

When borrowers are experiencing financial difficulty, we may make certain loan modifications as part of loss mitigation strategies to maximize expected payment. Modifications provided to borrowers who are experiencing financial difficulties are generally in the form of term extension, an interest rate reduction, and in limited circumstances, principal forgiveness.

The following table summarizes the amortized cost basis of loans modified during the reporting period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification:

The following table describes the financial effect of the modification made to borrowers experiencing financial difficulty:

The following table presents the amortized cost basis of the modifications for borrowers experiencing financial difficulty that subsequently defaulted and were within twelve months of the modification date:

We closely monitor the performance of loans in which modifications were made to borrowers experiencing financial difficulty to understand the effectiveness of modification efforts. For purposes of this disclosure a payment default is defined as 30 days or more past due.

The following table provides a summary of loan balances which were modified during the prior twelve months, by class of financing receivable and delinquency status:

Note 6 -Allowance for Credit Losses on Loans and Leases

The following table summarizes activity in the ACL on loans and leases for the periods indicated:

The ACL to total loans and leases held for investment ratio as of September 30, 2026 and December 31, 2025 was 1.40 percent and 1.70 percent, respectively.

The following table presents additional information about our non-accrual loans at September 30, 2026:

The following table presents additional information about our non-accrual loans at December 31, 2025:

Note 7 -Leases, Premises and Equipment

Lessor Arrangements

We provide direct financing leases for equipment included in our commercial loan portfolio.

Interest income on lease financing is recorded over the lease term and recorded in Interest income - Loans and leases on the Condensed Consolidated Statements of Income (Loss). The following table presents our interest income on lease financing:

Lessee Arrangements

We have operating leases for offices, branches, equipment and other items.

Variable costs such as the proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. Operating lease costs are recorded in Occupancy and equipment on the Condensed Consolidated Statements of Income (Loss) and costs were as follows:

Supplemental balance sheet information related to our operating lease arrangements is presented below:

The table below presents the supplemental cash flow information related to the leases:

Premises and Equipment

The table below presents our Premises and equipment:

The table below presents our depreciation expense:

(1)Included in Occupancy and equipment expense in the Condensed Consolidated Statements of Income (Loss).

Note 8 -Variable Interest Entities

An entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and consolidates the VIE. An entity is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

We haveno consolidated VIEs as of September 30, 2026 and December 31, 2025.

In connection with non-qualified mortgage securitization activities, we have retained a 5 percent interest in the investment securities of certain trusts. Although we have a variable interest in these securitization trusts, we are not their primary beneficiary. As a result, we have not consolidated the assets and liabilities of the VIEs in our Condensed Consolidated Statements of Condition. Our maximum exposure to loss is limited to our 5 percent retained interest in the investment securities that had a fair value of $140 million and $159 million as of September 30, 2026 and December 31, 2025, respectively, as well as the standard representations and warranties made in conjunction with the loan transfers.

Note 9 -Borrowed Funds

The following table summarizes our borrowed funds:

(1)Borrowings with original maturities of one year or less are classified as short-term borrowings.

The following table summarizes our total interest expense:

(1)This excludes amortization expense of $1 million and $3 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $6 million for the three and nine months ended September 30, 2025, respectively.

Accrued interest on borrowed funds is included in Other liabilities in the Condensed Consolidated Statements of Condition and was $50 million and $39 million at September 30, 2026 and December 31, 2025, respectively.

FHLB Advances

The contractual maturities and the next call dates of FHLB advances outstanding at September 30, 2026 were as follows:

FHLB advances include fixed-rate advances, floating rate advances and advances under the FHLB convertible advance program, which gives the FHLB the option of either calling the advance after an initial lock-out period of up tofive years and quarterly thereafter until maturity, or a one-time call at the initial call date.

We maintain access to secured borrowings from the FHLB and FRB-NY Discount Window. Our FHLB available capacity has been expanded from overnight funding to 12-month tenor on new and rollover of existing advances. We pledge eligible loan and securities collateral with the FRB-NY Discount Window and FHLB New York to support borrowing capacity. The available borrowing capacity with the FRB-NY Discount Window and the FHLB, net of credit utilization primarily in the form of advances and letters of credit, was $7.3 billion and $8.3 billion at September 30, 2026 and December 31, 2025, respectively.

Junior Subordinated Debentures

We have outstanding junior subordinated deferrable interest debentures (“junior subordinated debentures”) held by statutory business trusts that issued guaranteed capital securities, excluding purchase accounting adjustments.

The following table presents contractual terms of the junior subordinated debentures outstanding at September 30, 2026:

(1)Callable subject to certain conditions as described in the prospectus filed with the SEC on November 4, 2002.

(2)Callable at any time.

(3)Excludes Flagstar Bancorp acquisition fair value adjustments of $23 million, which amortizes over the contractual term.

Subordinated Notes

As of September 30, 2026 and December 31, 2025, we had a total of $449 million and $448 million. The following table presents the contractual terms of the subordinated notes at September 30, 2026:

(1)The interest rate will reset quarterly to an annual interest rate equal to the then-current three-month SOFR plus 304.16 basis points payable quarterly.

(2)The Notes bear a variable rate tied to SOFR plus 391 basis points payable quarterly. We have the option to redeem all or a part of the Notes.

Note 10 -Pension Benefits

The following table sets forth certain disclosures for our pension plan for the periods indicated:

(1)Amounts are included in General and administrative expense on the Condensed Consolidated Statements of Income (Loss).

Note 11 -Federal, State, and Local Taxes

The following table presents our income tax (benefit) expense and the effective tax rate for the periods indicated:

While it is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of our uncertain tax positions could increase or decrease during the next twelve months, we believe it is unlikely that our recognized tax benefits will change by a material amount during the next twelve months.

During the three months ended September 30, 2026, the examination of the Bank's 2019-2021 federal income tax returns was resolved, resulting in an income tax benefit of $22 million, including tax and interest.

Note 12 -Stock-Based Compensation

We issue stock-based compensation in the form of RSUs and stock options through the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan. Additionally, we have also granted one-time stock options as employment inducement awards to certain key executives in accordance with Rule 303A.08 of the NYSE. As of September 30, 2026, we have authorized 14,934,995 shares available for grant.

The following table presents total stock-based compensation expense and the related tax benefit for the periods indicated:

Restricted Stock

During the nine months ended September 30, 2026, we granted 6,308,438 shares of restricted stock, which vest over aone tothree year period, with an average fair value of $12.39 per share on the date of grant.

The following table summarizes RSU activity for the period indicated:

As of September 30, 2026, unrecognized compensation cost relating to unvested restricted stock totaled $92 million. This amount will be recognized over the remaining weighted average life of 1.9 years.

Stock Options

The following table summarizes stock option activity for the period indicated:

As of September 30, 2026, the remaining amount of unamortized compensation expense relating to stock options totaled $11 million. This amount will be recognized over the remaining weighted average life of 0.7 years.

Note 13 -Derivative and Hedging Activities

The following tables set forth information regarding our derivative financial instruments:

(1)The amounts recorded in Net gain on loan sales and securitizations in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025 were immaterial.

(2)The amounts recorded in Fee income in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025 were immaterial.

(3)The amounts recorded in Borrowed funds in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025 were immaterial.

The following amounts were recorded in the Condensed Consolidated Statements of Condition related to items designated and qualifying as hedged items in a fair value hedging relationship:

(1)The amounts recorded in Interest income - Securities and money market investments in the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2026 and 2025 were immaterial.

(2)The amounts recorded in Interest income - Loans and leases in the Condensed Consolidated Statements of Income (Loss) for the three months ended September 30, 2026 and 2025 were immaterial. The amounts recorded in Interest income - Loans and leases in the Condensed Consolidated Statements of Income (Loss) for the nine months ended September 30, 2026 and 2025 were immaterial and $10 million, respectively.

(3)December 31, 2025 balance relates to hedges on multi-family loans that were discontinued in 2024 and expired in 2026.

The tables below present the gross derivative assets and liabilities, and the related cash pledged as collateral at September 30, 2026 and December 31, 2025. No amounts were netted in the Condensed Consolidated Statements of Condition.

The following table provides a reconciliation of Cash and due from banks, Interest-earning deposits and other securities with financial institutions, and restricted cash within the Condensed Consolidated Statements of Condition that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:

Note 14 -Intangible Assets

At September 30, 2026 and December 31, 2025, intangible assets consisted of the following:

The following table presents our amortization expense for the periods indicated:

Note 15 -Fair Value Measurement

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025, and that were included in the Condensed Consolidated Statements of Condition at those dates:

(1)The change in the fair value due to significant unobservable inputs was immaterial.

(1)The change in the fair value due to significant unobservable inputs was immaterial.

Assets Measured at Fair Value on a Non-Recurring Basis

The following tables present assets that were measured at fair value on a non-recurring basis:

(1)Represents the fair value of impaired loans, based primarily on the value of the collateral less costs to sell.

(2)Primarily comprised of equity securities without readily determinable fair values.

(1)Represents the fair value of impaired loans, based primarily on the value of the collateral less costs to sell.

(2)Primarily comprised of equity securities without readily determinable fair values.

The fair values of collateral-dependent loans are determined using various valuation techniques, including appraisal values less costs to sell or other observable market data.

Other Fair Value Disclosures

For the disclosure of fair value information about our on- and off-balance sheet financial instruments, when available, quoted market prices are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

Because assumptions are inherently subjective in nature, estimated fair values cannot be substantiated by comparison to independent market quotes. Furthermore, in many cases, the estimated fair values provided would not necessarily be realized in an immediate sale or settlement of such instruments.

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Bank’s Condensed Consolidated Statements of Condition:

(1)Carrying value and estimated fair value are at cost.

(2)Carrying value and estimated fair value include impaired loans held for investment.

(3)Includes interest-bearing checking and money market accounts, savings accounts, and non-interest-bearing accounts.

(4)Includes CDs.

(1)Carrying value and estimated fair value are at cost.

(2)Carrying value and estimated fair value include impaired loans held for investment.

(3)Includes interest-bearing checking and money market accounts, savings accounts, and non-interest-bearing accounts.

(4)Includes CDs.

The methods and significant assumptions used to estimate fair values for our financial instruments are described below:

Cash and Cash Equivalents

Cash and cash equivalents is comprised of cash and due from banks and interest-earning deposits and other securities with financial institutions. Cash and due from banks includes cash on hand, cash equivalents, and balances with other banks. Interest-earning deposits and other securities primarily comprise interest-bearing deposits and short-term money market investments. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities.

Federal Home Loan Bank Stock

Ownership in equity securities of the FHLB is generally restricted and there is no established liquid market for their resale; therefore the estimated fair value of the FHLB securities is assumed to equal their carrying value.

Loans and leases

We determine the fair value on substantially all of our loans and leases measured at amortized cost, on an individual loan basis generally using a discounted cash flow method. The discount rates reflect current market rates for loans with similar terms to borrowers having similar credit quality on an exit price basis. For impaired loans and leases we determine the fair value based on the collateral value less costs to sell.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., interest-bearing checking and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a portion of our deposit base.

Borrowed Funds

The estimated fair value of borrowed funds is based either on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities and structures.

Fair Value Option

We elected the fair value option for certain items as discussed throughout the Notes to the Condensed Consolidated Financial Statements to more closely align the accounting method with the underlying economic exposure.

The following table reflects the change in fair value included in earnings of financial instruments for which the fair value option has been elected:

(1)Amounts exclude the impact of derivative financial instruments used to mitigate market risk exposure associated with mortgage loans held for sale.

The following table reflects the difference between the aggregate fair value and aggregate remaining contractual principal balance outstanding for assets and liabilities for which the fair value option has been elected:

Note 16 -Mezzanine and Stockholders' Equity

The following table and paragraphs summarize our preferred stock as of September 30, 2026 and December 31, 2025:

Stock Repurchase Program

In July 2026, the Bank's Board of Directors authorized a stock repurchase program (the "Program") to repurchase up to $250 million of the Bank's outstanding shares of common stock over the next 12-month period. The Program may be suspended, modified, or discontinued at any time without prior notice.

Under the Program, shares may be repurchased from time to time on the open market or otherwise, including through Rule 10b5-1 trading plans, in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or through privately negotiated transactions. The timing and exact amount of any share repurchases will be subject to a variety of factors, including the availability of stock for repurchases, the Bank's capital position and financial performance, regulatory considerations, and general market conditions. The Program does not obligate the Bank to acquire any particular amount of common stock.

During the three months ended September 30, 2026, the Bank repurchased 16,586,807 shares of common stock as part of the publicly announced Program, leaving $29 million available for purchases as of that date. The Program was completed in October 2026.

Series A Preferred stock

Each Series A preferred depositary share represents a 1/40th interest in a share of our Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Dividends accrue on the shares at a fixed rate equal to 6.375 percent per annum until March 17, 2027, and a floating rate equal to three-month SOFR plus 408.26 basis points per annum beginning on March 17, 2027. Dividends are payable in arrears on March 17, June 17, September 17, and December 17 of each year, which commenced on June 17, 2017. For each of the nine month periods ended September 30, 2026 and 2025, we paid $25 million of dividends on our Series A preferred stock.

Series B Preferred Stock

As of September 30, 2026, the outstanding shares of Series B Noncumulative Convertible Preferred Stock (the "Series B Preferred Stock") represented the right (on an as-converted basis) to receive approximately 250 thousand shares of our common stock. Series B Preferred Stock shareholders do not have voting rights, except in limited circumstances.

The Series B Preferred Stock is classified in mezzanine equity as it is contingently convertible into shares of preferred stock that are redeemable for cash, contingent on events that are not solely in our control. The Series B Preferred Stock is not

remeasured because it is currently not probable that it will become redeemable. For the nine months ended September 30, 2026 and 2025, we paid an immaterial amount of dividends on our Series B preferred stock.

Warrants

Warrants to purchase shares of Series D NVCE Stock, par value $0.01 per share, for an initial exercise price of $2,500 per share (collectively, the "Warrants"), were issued in conjunction with the March 2024 capital raise. The Warrants were not exercisable until September 10, 2024 and expire 7 years after issuance. Pursuant to the terms of the Warrants, as a result of the dividend paid on shares of our common stock, the exercise price of the Warrants was reduced to $2,474 as of September 30, 2026 ($7.42 per common share assuming full conversion). At the time of issuance, the Warrants entitled the holders thereof to receive an aggregate of 315 thousand shares of Series D NVCE Stock (subject to net settlement of shares) upon exercise of the Warrants. Series D NVCE Stock is convertible into common stock at a conversion rate of 333 common shares per one share of Series D NVCE Stock or approximately 105 million shares of common stock.

Following the Bank's holding company merger in October 2025, each outstanding Warrant was converted to be exercisable for shares of the Bank's common stock instead of Series D NVCE Stock, at the same conversion rate as would be received under the terms of the Series D NVCE stock. However, if a holder's receipt of common stock upon exercise requires regulatory approval or non-objection, that Warrant will remain exercisable for shares of Series D NVCE Stock until such approval or non-objection is obtained.

Note 17 -Commitments and Contingencies

Loan Commitments and Letters of Credit

In the normal course of business, we have various commitments outstanding to extend credit in the form of loan originations, as well as commercial, performance and financial stand-by letters of credit, which are not included on our Condensed Consolidated Statements of Condition.

The following table summarizes our off-balance sheet commitments to originate loans and letters of credit:

(1)The allowance for unfunded commitments is $58 million and $55 million as of September 30, 2026 and December 31, 2025, respectively, and is included in Other liabilities.

These commitments consist of agreements to extend credit as long as there is no violation of any condition established in the contract under which the loan is made. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The fees we collect in connection with the issuance of letters of credit are included in Fee income in the Condensed Consolidated Statements of Income (Loss).

These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized on the Condensed Consolidated Statements of Condition. Our exposure to credit losses in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The contractual amount of standby letters of credit represents the maximum potential amount of future payments that we could be required to make and represents our maximum credit risk. We utilize the same credit policies in making commitments and conditional obligations as we do for balance sheet instruments.

Legal Proceedings

We are involved in various legal actions arising in the ordinary course of our business, including stockholder, class and derivative actions. The outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies is uncertain, whether currently existing or commencing in the future, including with respect to any litigation, investigation or other regulatory actions related to: (i) the business and disclosure practices of acquired companies, including

our acquisition of Flagstar Bancorp and the purchase and assumption of certain assets and liabilities of Signature Bridge Bank, N.A. (“Signature”), (ii) the capital raise transaction we completed in March of 2024, (iii) our past material weaknesses in internal control over financial reporting, (iv) past cyber security breaches, and (v) recent events and circumstances involving the Bank, including our full year 2023 earnings announcement, disclosures regarding credit losses, provisioning and goodwill impairment, and negative news and expectations about the prospects of the Bank (and associated stock price volatility and changes).

We have established an accrual related to the legal actions where we believe that a loss is probable, and the amount can be reasonably estimated. As of September 30, 2026 and December 31, 2025, the accrual for legal actions was immaterial. When we can do so, we also determine estimates of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued liability or where there is no accrued liability. We currently estimate the range of reasonably possible losses in excess of amounts accrued at September 30, 2026 is immaterial.

There can be no assurance: (i) that we will not incur material losses due to damages, penalties, costs and/or expenses as a result of such litigation, investigations or regulatory proceedings, (ii) that the reserves we have established will be sufficient to cover such losses, or (iii) that such losses will not materially exceed such reserves and have a material impact on our financial condition or results of operations. We may incur significant legal expenses in defending such litigation, or as a result of our involvement in such investigations or regulatory proceedings, during the pendency of these matters, and in connection with any other potential cases, including expenses for the potential reimbursement of legal fees of officers and directors under indemnification obligations.

Securities Litigation

Flagstar and certain former executive officers of Flagstar and certain current and former directors of Flagstar have been named as defendants in a consolidated purported shareholder class action, originally captioned Lemm, Jr. v. New York Community Bancorp, Inc., et al., Case No. 1:24-cv-00903, filed on February 6, 2024 (and later amended on September 6, 2024) in the United States District Court for the Eastern District of New York. This action seeks unspecified compensatory damages to be proven at trial, alleges violations of the federal securities laws, including Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5, with respect to disclosures concerning our business, operations and prospects, particularly regarding the impact of the Flagstar Bancorp and Signature transactions and the Bank’s CRE loan portfolio and related matters, that were made in our public SEC filings and press releases during the period beginning on July 27, 2022 and ending on February 29, 2024. In addition, plaintiffs allege claims of violations of various federal securities laws related to the registration statement filed by NYCB in connection with its merger with Flagstar in 2022.

On December 19, 2024, another purported shareholder of Flagstar filed an additional purported shareholder class action, captioned Garfield v. Flagstar Financial, Inc. et al., Case No. 1:24-cv-08655, in the United States District Court for the Eastern District of New York against the Bank and certain current and former directors and executive officers of Flagstar. This additional purported class action alleged substantially the same claims as those set forth in the Lemm complaint and the plaintiff filed a motion to consolidate this matter with the Lemm matter. On April 28, 2025, the Court entered a stipulated order consolidating the Lemm and Garfield matters. The action formerly known as Lemm was then recaptioned by the Court to In re: New York Community Bancorp, Inc. Securities Litigation. On August 8, 2025, Flagstar and the individual defendants filed a motion to dismiss for this matter which is fully briefed. On September 29, 2026, the Court issued an opinion and order, denying Flagstar's motion to dismiss. Flagstar and the individual defendants will now prepare an Answer to the Complaint. We are vigorously defending the allegations set forth in the purported class action complaints and also intend to vigorously defend any related actions.

Flagstar's former President and Chief Executive Officer and former Senior Executive Vice President and Chief Financial Officer, as well as all of Flagstar’s directors as of January 31, 2024, have also been named as defendants in the following purported shareholder derivative actions: Hauser v. Cangemi, et al., Case No. 1:24-cv-01207, filed on February 15, 2024 in the United States District Court for the Eastern District of New York; Pierce v. Cangemi, et al., Case No. 1:24-cv-01408, filed on February 26, 2024 in the United States District Court for the Eastern District of New York; Karp v. Cangemi et al., Case No. 1:24-cv-01421, filed on February 26, 2024 in the United States District Court for the Eastern District of New York; Wang v. Cangemi et al. Case No. 1:24-cv-01422, filed on February 26, 2024 in the United States District Court for the Eastern District of New York; and Podems v. Cangemi, et al., Case No. 608697/2024, filed on May 17, 2024 in the Supreme Court of New York State (Nassau County). These actions, which also name Flagstar as a nominal defendant and seek unspecified compensatory damages and certain corporate governance and internal procedures reforms, allege claims of breach of fiduciary duty, gross mismanagement, waste of corporate assets, unjust enrichment, and aiding and abetting with respect to the director defendants, and violations of Sections 10(b) and 21D of the Exchange Act with respect to the officer defendants. The allegations in the complaints relate to disclosures concerning our business, operations and prospects, particularly regarding the impact of the Flagstar Bancorp and Signature transactions and the Bank’s CRE loan portfolio and related matters, that were made in our public SEC filings and press releases during the period beginning on March 1, 2023 and ending on January 31, 2024, as well as the defendants’ management of Flagstar during such period. The parties filed a stipulated motion to consolidate and stay the related matters, pending the entry of a decision on the defendants' motions to dismiss in the related federal securities class action, which was granted by the court on August 18, 2025. The order re-captioned the action as In Re: New York Community Bank Stockholder Derivative Litigation. Plaintiffs filed a consolidated complaint on October 29, 2025. Flagstar filed a notice to remove the Podems state derivative action to federal court. On March 3, 2025, the federal magistrate granted Podems’ motion to remand the derivative case back to New York state court. Flagstar filed an objection. On April 9, 2025, the judge entered an order adopting the Magistrate Judge’s Report and Recommendation recommending that the Court grant Plaintiff’s motion to remand the case to state court. Therefore, the Podems matter will now proceed in the Supreme Court of New York, Nassau County. On May 27, 2025, the court entered a stipulated order to stay the Podems action in New York State court until the resolution of the motion to dismiss the federal securities class action.(In re: New York Community Bancorp, Inc. Securities Litigation). Since the court denied Flagstar's motion to dismiss in the federal securities class action on September 29, 2026, the stay in these derivatives matters is now terminated. Flagstar and the named defendants are vigorously defending these actions and also intend to vigorously defend any related actions.

Cyber breach incidents

Flagstar has been named as a defendant in three different sets of purported class actions related tothree separate cyber breach incidents. Flagstar has vigorously defended these actions and also intends to vigorously defend any future or related actions. The first set, captioned Phillip Angus et al v. Flagstar Bank, Case No. 2:21-cv-10657-MFL-DRG, filed in the United States District Court for the Eastern District of Michigan, relates to a data breach that occurred in January 2021, after threat actors exploited vulnerabilities in a File Transfer Appliance (FTA) used by Flagstar Bancorp, which was acquired by Flagstar in December 2022, to gain access to confidential customer information. The action seeks unspecified compensatory damages to be proven at trial and alleges breach of implied-in-fact contract, breach of confidence and public disclosure of private fact and also violations of various California consumer protection laws. On March 27, 2025, the court granted Flagstar’s motion to dismiss as to certain allegations and denied Flagstar’s motion to dismiss as to certain other allegations. On April 4, 2025, the court entered a stipulated Order to Stay Proceedings Pending Mediation. The order stayed the matter for 90 days, to allow the parties to participate in mediation to resolve both this matter and the In re: Flagstar December 2021 Data Security Incident Litigation matter, discussed below.

The second set, captioned In re: Flagstar December 2021 Data Security Incident Litigation, Case No. 2:22-cv-11385 is comprised oftwenty purported class action lawsuits that were consolidated into a single action filed on June 23, 2023, in the United States District Court for the Eastern District of Michigan, and relates to a cyber breach of Flagstar Bancorp’s information technology system that occurred in December 2021. The action seeks unspecified compensatory damages to be proven at trial and alleges common law and statutory claims associated with the exposure of customers’ Personally Identifiable Information (PII) as a result of the data breach and seeks class certification. On September 30, 2024, the court dismissed 17 of the 18 claims in the plaintiff’s consolidated complaint, allowing only the claim under the California Consumer Privacy Act to proceed, thereby limiting participation in the action to California class members. On April 4, 2025, the court entered a stipulated Order to Stay Proceedings Pending Mediation. The order stayed the matter for 90 days, to allow the parties to participate in mediation to resolve this matter and the Phillip Angus et al v. Flagstar Bank matter, discussed above.

On August 8, 2025, the parties reached a global settlement for both In re: Flagstar December 2021 Data Security Incident Litigationand Phillip Angus et al v. Flagstar Bank. The settlement, which requires court approval would fully resolve the common law and statutory claims of all potential claimants associated with the combined lawsuits. In order to consolidate the two data breach cases, In re: Flagstar December 2021 Data Security Incident Litigation was reassigned to the judge presiding over Phillip Angus et al v. Flagstar Bank. An order was issued on August 25, 2025, closing out In re: Flagstar December 2021 Data Security Incident Litigation and consolidating the two cases into the Angus matter (Case No. 2:21-cv-10657 (E.D. Mich.). As part of the global settlement process, Plaintiffs first filed a consolidated class action complaint on September 24, 2025 and then, on October 1, 2025, filed an unopposed Motion for Preliminary Approval of Class Settlement with the Court. On January 15, 2026, the court scheduled a hearing on the Motion for Preliminary Approval of Class Action Settlement. On February 20, 2026, following a hearing, the Court requested the Plaintiff's submit a written order to the Court for its approval. On March 12, 2026, the Court entered the Preliminary Approval Order which includes a scheduling order for administration of the settlement agreement. On April 1, 2026, we made payment to the settlement administrator as required by the scheduling order. The Court granted final approval of the settlement at a hearing on October 1, 2026. On October 5, 2026, the Court issued a final order approving the settlement and dismissing the case with prejudice.

The third set, captioned In re: MOVEit Customer Data Security Breach Litigation, MDL No.1:23-md-03083-ADB-PGL, includes four purported class action lawsuits filed against Flagstar Bank, N.A in October 2023 that are part of the United States Judicial Panel on Multidistrict Litigation (JPML) case, captioned as, In Re MOVEit Customer Data Security Breach Litigation pending in the United States District Court for the District Court of Massachusetts. The class actions involving Flagstar allege claims of negligence, breach of contract, unjust enrichment, and other claims related to the MOVEit data breach, and seek unspecified compensatory and punitive damages. Litigation involving Flagstar is currently stayed pending ongoing court proceedings against a representative group of the larger class actions and which are intended to address critical legal and factual issues common to the parties.

Signature Bridge Bank

On March 20, 2023, Flagstar Bank entered into a Purchase and Assumption Agreement (the “Agreement”) with the FDIC, as receiver of Signature, to acquire certain assets and assume certain liabilities of Signature (the “Signature Transaction”). In connection with the Signature Transaction, Flagstar Bank assumed all of Signature’s branches. Flagstar Bank acquired only certain parts of Signature it believed to be financially and strategically complementary that were intended to enhance its future growth.

Pursuant to the terms of the Agreement, Flagstar Bank was not required to make a cash payment to the FDIC on March 20, 2023, as consideration for the acquired assets and assumed liabilities. Any items identified that affected the bargain gain were recorded in the period they were identified as a result of ongoing discussion that impacted the assets and liabilities acquired or assumed through the three months end March 31, 2024. Due to the complexity of the transaction that included only certain assets and liabilities of Signature and the servicing agreement, which ceased on March 20, 2024, Flagstar Bank remains engaged with the FDIC regarding the net settlement of historical activity and the amounts assumed at the transaction date as well as the balances of certain assets and liabilities at the time of the Signature Transaction. This is expected to take time to resolve and may result in net settlement payments to or from the FDIC which could impact other income or expense which, although not expected, could be material to the financial statements in future periods.

Interest on Escrow Preemption

Flagstar Bank is pursuing an appeal of a trial court’s decision that it had violated California Civil Code section 2954.8(a), which requires financial institutions to pay at least 2% interest annually on escrow accounts associated with mortgage loans. Plaintiffs filed a class action lawsuit, asserting that Flagstar's refusal to pay interest on California mortgage escrow accounts was an unlawful business act or practice under California law. In response, Flagstar argued that applicable California law was preempted by the NBA because it significantly interfered with Flagstar’s exercise of its federal powers. The district court certified a class of California borrowers, rejected Flagstar’s preemption argument, and granted Plaintiffs’ motion for summary judgment on liability, holding Flagstar liable for failing to pay interest on escrowed funds. The court later enjoined Flagstar to pay interest going forward, and awarded the class $9.3 million in restitution and prejudgment interest. Flagstar then posted a bond with the trial court to stay enforcement of the judgment while Flagstar appealed. The 9th Circuit Court of Appeals affirmed the district court’s preemption holding, based on Lusnak v. Bank of America, N.A., 883 F.3d 1185 (9th Cir. 2018), wherein the Court ruled that the NBA did not preempt California’s interest on escrow statute as applied to another national bank.

In Cantero v. Bank of America, N.A., 49 F.4th 121 (2d Cir. 2022), a separate action not involving Flagstar, the Second Circuit reached a contrary conclusion about preemption of New York’s interest-on-escrow law. Both Flagstar and the Cantero plaintiffs petitioned the Supreme Court for certiorari to resolve the conflict. The Supreme Court granted certiorari in Cantero and reversed. The Court held instead that in applying Dodd-Frank’s codified Barnett Bank standard, courts must conduct a “nuanced comparative analysis” lining up the challenged state law against those the Supreme Court previously examined in its precedents “on which Barnett Bank relied.” On June 10, 2024, the Supreme Court granted Flagstar’s certiorari petition, vacated the panel’s initial decision, and remanded “for consideration in light of Cantero” Flagstar Bank, N.A. v. Kivett, No. 22-349.

On remand, the panel issued a new memorandum disposition decision similar to its pre-Cantero decision and held again that Lusnak’s “unqualified” language controlled and thus California law was not preempted. After Flagstar sought panel rehearing or rehearing en banc, the panel requested supplemental briefing and argument. The panel then issued a new published decision, again affirming the district court’s preemption holding. On November 17, 2025, Flagstar filed its petition for re-hearing en banc, arguing a rehearing is warranted in order to bring the Ninth Circuit’s precedents in line with Cantero.

In November, 2025, the OCC and supporting trade groups filed amicus briefs in support of Flagstar’s rehearing petition. On December 8, 2025, the Ninth Circuit ordered plaintiffs to respond to Flagstar’s petition for rehearing en banc. Plaintiff’s response to Flagstar's petition was filed on January 28, 2026. On March 26, 2026, the Ninth Circuit Court of Appeals issued an Order denying Flagstar's petition for rehearing and petition for rehearing en banc.

In Cantero, the 2nd Circuit issued its decision on May 5, 2026, and held that New York’s IOE law is preempted by the National Banking Act. On May 22, 2026, Plaintiffs in Cantero filed their Petition for certiorari. Bank of America’s response brief was filed on July 27, 2026. Plaintiff's Reply to Bank of America's Opposition brief was filed on August 26, 2026.

We have been monitoring the Cantero decision and another similar case in the 1st Circuit Court of Appeals (Conti v Citizens Bank.), In Conti, Citizens Bank petitioned the Supreme Court for certiorari, appealing the First Circuit’s decision, finding that the National Bank Act does not preempt Rhode Island’s IOE law (reversing the District Court’s holding that it did). Citizens’ petition for Certiorari was initially denied on April 20, 2026. On May 11, 2026, following the Cantero decision, Citizens Bank filed a Petition for Rehearing with the United States Supreme Court, arguing that the 2nd Circuit’s decision in Cantero creates a circuit split between the First and Second Circuits, and presents an intervening circumstance of substantial effect that warrants rehearing. The Court ordered a response to Citizens Bank’s petition for re-hearing, which was filed on July 8, 2026.

On June 1, 2026, Flagstar filed a Petition for Certiorari with the Supreme Court. On July 15, 2026, an Amicus Brief in support of Flagstar’s petition for certiorari was filed by the Bank Policy Institute, American Bankers Association, The Chamber of Commerce of the United States, and the Mortgage Bankers Association. Plaintiffs’ response to Flagstar's Petition for Certiorari was filed on July 30, 2026. Flagstar's reply brief was filed on August 19, 2026.

On August 26, 2026, the Supreme Court set allthree cases(Kivett, Conti, Cantero) for consideration at the September 28 conference. On October 5, 2026, the Supreme Court issued an Order calling for the Views of the Solicitor General (CVSG) on the Kivett, Cantero, and Conti cert. petitions. Flagstar will continue to vigorously defend this action.

Note 18 -Segment Reporting

Our chief operating decision maker is the Chief Executive Officer. We have evaluated our operating structure and determined that we operate inone reportable segment, which constitutes our only operating segment. Our chief operating decision maker regularly evaluates the performance of the business as a whole, with financial results reviewed on a consolidated basis.

Given the current focus on our operations, products, and services, the chief operating decision maker does not assess performance or make operating decisions based on distinct geographic or product line divisions as the focus has been on consolidated cost measures and realigning business operations to ensure long-term profitability. A current focus of the chief operating decision maker is on the primary revenue sources and the costs of the organization. Therefore, the chief operating decision maker considers each element of noninterest expense in decision making about how to allocate the resources of the Bank. Additionally, the chief operating decision maker is focused on the key consolidated revenue sources, most notably NII, which led to the decision to sell certain portions of our business and certain loan portfolios. Our significant revenues and expenses are reported on the face of the Condensed Consolidated Statements of Income (Loss). As a result, our financial performance is reviewed as a single operating segment.