Every material Form 8-K Flagstar Bank has filed with the SEC since December 13, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Flagstar Bank reported third quarter 2026 net income attributable to common stockholders of $3 million, or $0.01 per diluted share, down from $26 million, or $0.06, in the second quarter but up from a $45 million loss in the third quarter of 2025. The quarter included a $22 million income tax benefit from a federal tax audit settlement, while the provision for credit losses rose $58 million to $76 million, and management said full achievement of its long-term strategic objectives has shifted to 2028 from 2027.
Total revenues rose 3% to $530 million from $516 million in the second quarter, and net interest income rose 5% to $460 million
Provision for credit losses increased $58 million to $76 million, mainly reflecting net charge-offs of $74 million
A $22 million income tax benefit from the settlement of a 2019-2021 federal tax audit helped results
Management moved the full realization of its long-term strategic objectives to 2028 from 2027, citing a higher-for-longer interest rate environment
Flagstar Bank, N.A. reported second-quarter 2026 net income attributable to common stockholders of $26 million, or $0.06 per diluted share, up from $13 million, or $0.03, in the first quarter and from a net loss of $78 million in the year-ago quarter. The board also authorized a repurchase of up to $250 million of common stock over the next 12 months, which the company says reflects its excess capital.
Adjusted net income attributable to common stockholders was $23 million, or $0.05 per diluted share, excluding a $4 million gain on the Figure Investment.
Pre-provision net revenue was $66 million, up $34 million from the first quarter; operating expenses fell 3% to $427 million.
Total deposits rose $689 million in the quarter, and the CET1 capital ratio was 13.16% at June 30, 2026.
Repurchases may be made in the open market or in privately negotiated deals, and the program can be modified, suspended, or discontinued at any time.
At the June 9, 2026 annual meeting, Flagstar Bank shareholders elected eight directors to one-year terms, ratified KPMG LLP as auditor for 2026, approved executive pay on a non-binding basis, and approved a 12,000,000-share increase to the 2020 Omnibus Incentive Plan. The share increase raises the number of shares reserved for issuance under the plan, and the pay vote drew 60,772,773 votes against.
Eight directors were elected to one-year terms, including Joseph Otting, Steven T. Mnuchin and Jennifer R. Whip.
The Incentive Plan amendment passed with 274,608,504 votes for and 48,478,199 against.
The non-binding pay vote passed with 262,444,105 votes for and 60,772,773 against.
KPMG LLP was ratified as auditor for the fiscal year ending December 31, 2026, with 369,716,004 votes for.
Flagstar Bank, N.A. (NYSE: FLG) effective May 18, 2026 reorganized its senior executive roles, with Richard Raffetto and Lee Smith named Co-Presidents and Co-Chief Operating Officers and Bao Nguyen named Chief Legal Officer. The Bank also amended Chairman and CEO Joseph Otting's employment agreement, extending its term to March 6, 2028, with a $10 million restricted stock unit award and higher pay terms, which shareholders may track in future proxy and compensation disclosures.
Joseph Otting's employment agreement as Executive Chairman and CEO runs through March 6, 2028; he gives up the title of President.
Otting's base salary rises to $1.4 million effective March 6, 2027, with target annual bonuses of $2.25 million for 2026 and $2.5 million for 2027.
Otting receives a restricted stock unit award with a grant date fair value of $10 million on May 18, 2026, vesting quarterly from March 6, 2027 through March 6, 2028.
Raffetto and Smith take on expanded roles; Raffetto becomes Chief Banking Officer and Smith remains CFO with added oversight of HR, IT and operations.
Flagstar Bank reported first quarter 2026 net income attributable to common stockholders of $13 million, or $0.03 per diluted share, down from $0.05 in the fourth quarter of 2025 but up from a loss of $108 million, or $0.26 per share, a year earlier. Total revenues fell 11% from the prior quarter, while the bank cut adjusted operating expenses 5% and grew commercial and industrial loans 9%.
GAAP net income to common stockholders was $13 million, or $0.03 per diluted share, versus $21 million, or $0.05, in Q4 2025 and a $108 million loss, or $0.26, in Q1 2025.
Adjusted net income to common stockholders was $20 million, or $0.04 per diluted share, excluding a $9 million fair value loss on the Figure Technology Solutions investment.
Total revenues were $498 million, down 11% from $557 million in Q4 2025 and up 2% from $490 million in Q1 2025.
C&I loans rose $1.4 billion, or 9%, to $16.6 billion, and the CET1 capital ratio increased to 13.24% from 12.83% at December 31, 2025.
Flagstar Bank said director Alessandro DiNello will not stand for re-election at the 2026 Annual Meeting, expected June 9, 2026, and will leave the board when his term ends there. Eli H. Miller was appointed to the board effective April 1, 2026, to fill the seat left by Brian Callanan's previously disclosed resignation, with a term running to the Annual Meeting. The change is a board turnover under an existing investor agreement and the filing does not report any disagreement with the bank.
Alessandro DiNello notified the bank on March 25, 2026 that he will not stand for re-election; his term ends at the 2026 Annual Meeting, expected June 9, 2026
Eli H. Miller, a Senior Managing Director at Liberty Strategic Capital, was appointed to the board effective April 1, 2026
Miller was appointed under the March 7, 2024 investment agreement with funds managed by Liberty 77 Capital L.P.
Miller joins the Risk Assessment Committee and the Technology and Operations Committee; he will receive an annual cash retainer of $97,500 and an annual equity award of $130,000
Flagstar Bank reported net income attributable to common stockholders of $21 million, or $0.05 per diluted share, for the fourth quarter ended December 31, 2025, compared with a net loss of $45 million in the third quarter. For the full year 2025, the bank reported a net loss attributable to common stockholders of $210 million, or $0.50 per diluted share, versus $1,153 million in 2024. Shareholders see a return to quarterly profit, though the company still posted a full-year loss.
Q4 2025 net income attributable to common stockholders was $21 million, or $0.05 per diluted share, versus a $45 million loss ($0.11 per share) in Q3 2025 and a $196 million loss ($0.47 per share) in Q4 2024.
Full-year 2025 net loss attributable to common stockholders was $210 million, or $0.50 per diluted share, compared with a $1,153 million loss ($3.49 per share) for 2024.
Net interest margin rose to 2.14% in Q4 2025, up 23 basis points from Q3 2025, and provision for credit losses fell to $3 million from $38 million in Q3 2025.
Flagstar Bank director Brian R. Callanan resigned from the bank's Board of Directors, effective November 2, 2025, after notifying the bank on October 30, 2025. The filing states the resignation was not due to any disagreement with the bank on its operations, policies or practices.
Brian R. Callanan resigned as a member of the Board of Directors of Flagstar Bank, N.A.
Notice was given October 30, 2025; resignation effective November 2, 2025.
The filing states the departure did not result from any disagreement with the bank on operations, policies or practices.
Flagstar Bank, N.A. (NYSE: FLG) reported a third-quarter 2025 net loss attributable to common stockholders of $45 million, or $0.11 per diluted share, compared with $78 million, or $0.19 per share, in the second quarter. Total revenues rose 5% from the prior quarter to $519 million, and the company said it completed its holding company reorganization on October 17, 2025, but revenue was down 17% from the third quarter of 2024.
Q3 2025 net loss attributable to common stockholders: $45 million, or $0.11 per diluted share, versus $289 million, or $0.79 per share, in Q3 2024
Adjusted Q3 2025 net loss attributable to common stockholders: $31 million, or $0.07 per diluted share, excluding a $21 million fair value gain and $17 million of merger-related expenses among other items
Net interest margin rose 10 basis points from Q2 2025 to 1.91%; total deposits fell to $69.2 billion at September 30, 2025
Total loans and leases held for investment were $62.7 billion, down $1.5 billion from the prior quarter; criticized and classified loans fell $2.8 billion, or 19%, since December 31, 2024
Flagstar Financial merged into its subsidiary, Flagstar Bank, N.A., which is now the publicly traded parent and continues under the ticker FLG on the NYSE from October 20, 2025. The filing says the reorganization simplifies the corporate structure and that it has no impact on client accounts, services or day-to-day operations, with existing shares converted one-for-one into the bank's shares.
Reorganization completed October 17, 2025; Flagstar Bank, N.A. is now the surviving public company
Common and Series A preferred shares converted into an equal number of bank shares, par value $0.01
Bank assumed Predecessor's 5.90% notes due 2028, 4.125% notes due 2030 and junior subordinated debentures totaling $610 million outstanding at September 30, 2025
Stock trades on NYSE under FLG beginning October 20, 2025
Flagstar Financial, Inc. entered into voting agreements with three investor groups, Liberty 77, Hudson Bay and Reverence, who together held 35.05% of its common stock as of August 18, 2025. The investors agreed to vote for the merger, conversion and adjournment proposals at a special shareholder meeting on October 15, 2025, as part of an internal reorganization that merges the company into Flagstar Bank, N.A. The company also amended its merger agreement to clarify how outstanding warrants for its Series D preferred stock are treated.
Investors held 145,670,546 shares, about 35.05% of common stock, as of August 18, 2025
Voting agreements cover the merger, conversion and adjournment proposals at the October 15, 2025 special meeting
Amended and Restated Agreement and Plan of Merger, dated August 22, 2025, clarifies treatment of Series D warrants
Company will merge into Flagstar Bank, N.A., which will be the resulting entity
Flagstar Financial reported a second-quarter 2025 net loss of $70 million, or $78 million attributable to common stockholders ($0.19 per diluted share), improved from a $100 million net loss in the first quarter but still a loss. The company also announced plans to merge its holding company into Flagstar Bank, N.A., which it says is expected to reduce costs and simplify its structure.
Net loss attributable to common stockholders was $78 million, or $0.19 per diluted share, versus $108 million, or $0.26 per diluted share, in Q1 2025.
Total revenues were $496 million, up from $490 million in Q1 2025 but down from $671 million in Q2 2024.
Adjusted net loss attributable to common stockholders was $60 million, or $0.14 per diluted share, after $14 million of merger-related expenses and other notable items.
Plans to merge the holding company into Flagstar Bank, N.A. were announced on July 24, 2025, per the CEO's commentary.
Flagstar Bank, National Association, a subsidiary of Flagstar Financial, entered into an employment agreement with Richard Raffetto, Senior Executive Vice President and President of Commercial and Private Banking, on July 1, 2025. The filing sets a $700,000 base salary and a $700,000 target bonus, plus severance-style payments if he is terminated without cause or resigns for good reason. The filing is routine for shareholders, as it covers executive pay terms rather than company financial results.
Annual base salary of $700,000 and annual cash bonus with a $700,000 target amount
Eligible for long-term equity incentive awards starting in the fourth calendar year of employment
If terminated without cause or for good reason, payment of base salary and target bonus through the third anniversary of the agreement's effective date
Post-employment restrictive covenants include 12-month non-solicitation and six-month non-competition
Flagstar Financial reported a first-quarter 2025 GAAP net loss attributable to common stockholders of $108 million, or $0.26 per diluted share, compared with $0.47 per share in the fourth quarter of 2024 and $1.36 per share in the first quarter of 2024. Total revenues fell to $490 million and total non-accrual loans, including held-for-sale, rose to $3.3 billion, while operating expenses declined and the CEO said the company has set a path to profitability by the fourth quarter of 2025.
GAAP net loss attributable to common stockholders was $108 million, or $0.26 per diluted share, versus $196 million ($0.47) in Q4 2024 and $335 million ($1.36) in Q1 2024.
Total revenues were $490 million, down from $625 million in Q4 2024 and $633 million in Q1 2024; net interest income was $410 million.
Total non-accrual loans, including held-for-sale, were $3.3 billion, up $363 million or 12% from December 31, 2024, mostly tied to one borrower relationship.
CET1 capital ratio improved to 11.9% from 11.83% at December 31, 2024; the CEO cited a path to profitability by fourth quarter 2025.
Flagstar Financial reported a fourth-quarter 2024 GAAP net loss attributable to common stockholders of $168 million, or $0.41 per diluted share, compared with $289 million, or $0.79 per share, in the third quarter of 2024. For the full year 2024, the net loss attributable to common stockholders was $1,125 million, or $3.40 per diluted share, compared with $112 million, or $0.49 per share, in 2023. The quarterly loss narrowed, but the full-year loss widened.
Q4 2024 GAAP net loss attributable to common stockholders: $168 million, or $0.41 per diluted share, vs. $289 million, or $0.79, in Q3 2024
Q4 2024 adjusted net loss attributable to common stockholders: $138 million, or $0.34 per diluted share
Full-year 2024 net loss attributable to common stockholders: $1,125 million, or $3.40 per diluted share, vs. $112 million, or $0.49, in 2023
Provision for credit losses fell 55% to $108 million in Q4 2024 from Q3 2024; CET1 capital ratio rose to 11.9%
Flagstar Financial said Lee Smith, a company veteran since 2013, will become Senior Executive Vice President and Chief Financial Officer on December 27, 2024, replacing Craig Gifford, who is resigning from the role. The company also added Brian Callanan, general counsel at Liberty Strategic Capital, to its board effective December 16, 2024, a seat tied to the company's March 2024 equity investment from Liberty affiliates.
Lee Smith becomes Senior Executive Vice President and CFO effective December 27, 2024; Craig Gifford will stay with the company and bank through March 31, 2025
Brian Callanan joins the board effective December 16, 2024, with a term ending at the 2025 annual meeting and no committee assignment
Callanan's board seat is tied to the $1.05 billion equity investment made in March 2024 by Liberty Strategic Capital affiliates
Non-employee director pay for Callanan includes a $75,000 annual cash retainer and a $115,000 annual equity award
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