Company Overview - Flagstar Bank, N.A. is one of the largest regional banks in the United States, headquartered in Hicksville, New York [5] - As of September 30, 2025, the bank had total assets of $91.7 billion, loans amounting to $63.2 billion, deposits of $69.2 billion, and total stockholders' equity of $8.1 billion [5] - The bank operates approximately 340 locations across nine states, with significant presence in the greater New York/New Jersey metropolitan area, the upper Midwest, Florida, and the Southwest [5] Upcoming Earnings Release - The company plans to issue its earnings results for the three and twelve months ended December 31, 2025, at approximately 6:00 a.m. Eastern Time on January 30, 2026 [1] - The earnings release and presentation will be available on the Investor Relations section of the company's website shortly after the issuance [1] Conference Call Details - A conference call will be held at 8:00 a.m. Eastern Time on the same date, featuring Chairman, President, and CEO Joseph M. Otting, along with Senior Executive Vice President and CFO Lee Smith [2] - Participants are encouraged to dial in at least 15 minutes prior to the call start time and will need to enter the conference ID 5857240 [3][4] - The conference call will be simultaneously webcast and archived until 5:00 p.m. on February 27, 2026 [3]

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $36 million, an improvement from a net loss of $70 million for the previous quarter[31]. - For the nine months ended September 30, 2025, the net loss was $206 million, significantly reduced from a net loss of $930 million for the same period in 2024[32]. - The company reported a net loss of $36 million for the three months ended September 30, 2025, compared to a net loss of $280 million for the same period in 2024, indicating an improvement in financial performance[161]. - The company experienced a net loss of $930 million for the nine months ended September 30, 2025, compared to a net loss of $206 million for the same period in 2024, indicating challenges in profitability[163]. - Basic loss per common share for the three months ended September 30, 2025, was $0.11, compared to a loss of $0.79 for the same period in 2024[155]. - Basic loss per common share for the nine months ended September 30, 2025, was $0.56, compared to a loss of $3.16 in the same period of 2024[179]. Assets and Liabilities - As of September 30, 2025, the company reported total assets of $91.7 billion, loans of $63.2 billion, deposits of $69.2 billion, and stockholders' equity of $8.1 billion[22]. - Total assets decreased to $91,668 million as of September 30, 2025, down from $100,160 million at December 31, 2024, representing a decline of approximately 8.3%[153]. - Total liabilities decreased to $83,559 million as of September 30, 2025, down from $91,992 million at December 31, 2024, a reduction of approximately 9.2%[153]. - Total deposits decreased to $69,152 million as of September 30, 2025, down from $75,870 million at December 31, 2024, a decline of about 8.8%[153]. - Total borrowed funds decreased by $1.2 billion to $13.182 billion as of September 30, 2025, primarily due to the repayment of $1.25 billion in FHLB advances[106]. Income and Expenses - Net interest income (NII) for the three months ended September 30, 2025, was $425 million, with a net interest margin of 1.91%[36]. - For the three months ended September 30, 2025, net interest income (NII) increased by $6 million compared to the previous quarter, primarily due to lower-interest bearing deposits and improved yields on loans and leases[42]. - Non-interest income for the three months ended September 30, 2025, increased by $17 million compared to the previous quarter, primarily due to a $21 million gain on investment in Figure Technology Solutions, Inc.[48]. - Total non-interest expenses for the three months ended September 30, 2025, increased by $9 million compared to the previous quarter, driven by higher general and administrative expenses and compensation costs[51]. - Total non-interest income for the nine months ended September 30, 2025, increased by $15 million compared to the same period in 2024, mainly due to the non-recurrence of a prior bargain purchase gain[49]. Credit Quality and Losses - The provision for credit losses for the three months ended September 30, 2025, decreased by $26 million compared to the previous quarter, mainly due to volume declines from the strategic reduction in loan portfolios[45]. - For the nine months ended September 30, 2025, the provision for credit losses decreased by $766 million compared to the same period in 2024, reflecting improving credit trends and stabilization in the allowance for credit losses[46]. - Provision for credit losses was $38 million for the three months ended September 30, 2025, significantly lower than $242 million in the same period of 2024, indicating improved credit quality[155]. - The allowance for credit losses on loans and leases was $1.071 billion as of September 30, 2025, compared to $1.201 billion as of December 31, 2024[203]. - Non-accrual loans increased by $626 million to $3.241 billion as of September 30, 2025, driven mainly by the classification of $566 million in loans within the multi-family portfolio due to a single borrower undergoing bankruptcy proceedings[89]. Loan Portfolio and Strategy - The company operates approximately 340 locations across nine states, with a strong presence in the New York/New Jersey metropolitan area and significant growth in Florida and the West Coast[23]. - The strategic transformation plan initiated in 2024 aims to evolve into a fully diversified bank, focusing on financial resilience and sustainable earnings[25][28]. - Total loans and leases held for investment decreased by $5.6 billion as of September 30, 2025, compared to December 31, 2024, due to a strategy of diversifying the loan portfolio[57]. - The multi-family loan portfolio decreased by $3.6 billion to $30.466 billion as of September 30, 2025, primarily due to $2.8 billion in par payoffs and a strategic decision to diversify the loan portfolio[60]. - The company is strategically diversifying its loan portfolio by shifting focus from multi-family loans to other sectors, including C&I loans[62]. Capital and Regulatory Compliance - The Company's total capital as of September 30, 2025, is $7,828 million, with a Common Equity Tier 1 ratio of 12.45%[146]. - The Bank's total capital as of September 30, 2025, is $8,832 million, with a Common Equity Tier 1 ratio of 14.05%[147]. - The Company exceeded the minimum capital requirements for a bank holding company by 792 basis points as of September 30, 2025[147]. - The company identified material weaknesses in internal control over financial reporting, with remediation progress discussed in the latest report[149]. - The capital amounts and classifications are subject to regulators' qualitative judgments about the components of capital and risk weighting assets[145]. Market and Economic Conditions - The estimated change in Economic Value of Equity (EVE) for a 100 basis point increase in interest rates is a decrease of 1.3%[136]. - The estimated change in Net Interest Income (NII) over the next twelve months for a 100 basis point reduction in short-term interest rates is an increase of 1.66%[139]. - The estimated percentage change in future NII for a 200 basis point increase in interest rates is a decrease of 1.5%[140].

As filed with the Securities and Exchange Commission on October 30, 2025. Registration No. 333-280398 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 38-2734984 (I.R.S. Employer Identification No.) 102 Duffy Avenue Hicksville, New York 11801 Telephone: (516) 683-4100 Attention: General Counsel and Chief of Staff (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Joseph Otting President and Chief Executive Officer 102 ...

Core Insights - Flagstar Financial, Inc. (FLG) reported a third-quarter 2025 adjusted loss per share of 7 cents, slightly worse than the Zacks Consensus Estimate of a loss of 6 cents, but an improvement from a loss of 69 cents in the same quarter last year [1][10] - The results were primarily impacted by a decline in net interest income (NII) and fee income, alongside lower loan and deposit balances, although reduced expenses provided some support [10] Financial Performance - Quarterly revenues totaled $519 million, reflecting a 16.7% decline from the prior-year quarter, yet this figure exceeded the Zacks Consensus Estimate by nearly 1% [3] - NII was reported at $425 million, down 16.7% year-over-year, with a net interest margin of 1.91%, decreasing by 12 basis points from the previous year [3] - Non-interest income fell to $94 million, a decrease of 16.8% from the year-ago quarter, primarily due to the absence of net return on mortgage servicing rights and lower fee income [4] - Non-interest expenses were $522 million, down 27.1% year-over-year, with adjusted operating expenses at $457 million, a reduction of 29.9% from Q3 2024 [4] Efficiency and Capital Ratios - The efficiency ratio improved to 92.1%, down from 105.9% in the year-ago quarter, indicating enhanced profitability [5] - As of September 30, 2025, the common equity tier 1 ratio increased to 12.45% from 10.76% a year earlier, while the total risk-based capital ratio rose to 15.92% from 13.92% [8] Asset Quality and Loan/Deposit Trends - Total loans and leases held for investment decreased by 2.3% sequentially to $62.7 billion, while total deposits declined nearly 1% to $69.1 billion [6] - Non-accrual loans increased to $3.2 billion from $2.5 billion year-over-year, although net charge-offs decreased significantly by 69.6% to $73 million [7] Industry Context - Other banks such as Valley National Bancorp and Zions Bancorporation reported positive earnings growth, driven by increased NII and non-interest income, contrasting with FLG's challenges [12][13]

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Core Insights - Flagstar Financial, Inc. (FLG) reported a third-quarter 2025 adjusted loss per share of 7 cents, wider than the Zacks Consensus Estimate of a loss of 6 cents, compared to a loss of 69 cents in the year-ago quarter [1][10] - The results were primarily impacted by a decline in net interest income (NII) and fee income, along with lower loan and deposit balances, although lower expenses provided some support [10] Financial Performance - The quarterly revenues were $519 million, a decline of 16.7% from the prior-year quarter, but exceeded the Zacks Consensus Estimate by nearly 1% [3] - NII was $425 million, down 16.7% year over year, with a net interest margin of 1.91%, decreasing by 12 basis points from the previous year [3] - Non-interest income was $94 million, down 16.8% from the year-ago quarter, primarily due to the absence of net return on mortgage servicing rights and lower fee income [4] - Non-interest expenses decreased by 27.1% year over year to $522 million, with adjusted operating expenses down 29.9% from the third quarter of 2024 [4] Efficiency and Capital Ratios - The efficiency ratio improved to 92.1%, down from 105.9% in the year-ago quarter, indicating enhanced profitability [5] - As of September 30, 2025, the common equity tier 1 ratio was 12.45%, up from 10.76% a year earlier, while the total risk-based capital ratio rose to 15.92% from 13.92% [8] Loan and Deposit Trends - Total loans and leases held for investment declined by 2.3% sequentially to $62.7 billion as of September 30, 2025, while total deposits decreased nearly 1% sequentially to $69.1 billion [6] Credit Quality - Non-accrual loans increased to $3.2 billion from $2.5 billion a year ago, while net charge-offs were $73 million, down 69.6% from the prior-year quarter [7] - The provision for credit losses was $38 million, a decrease from $242 million in the prior-year quarter [7]

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Core Insights - Flagstar Financial, Inc. has undergone a significant rebranding, which may influence analysts' perspectives and price targets [1] - The company operates in a competitive banking sector, providing a range of financial services [1] Price Target Trends - Over the past year, Flagstar Financial's consensus price target has fluctuated, with the current average at $14.00, down from $14.50 last quarter and up from $13.50 a year ago, indicating a generally stable outlook with slight optimism [2] - Analysts like Jared Shaw from Barclays have set a cautious price target of $13, reflecting a belief that the company may surpass earnings estimates despite recent decreases in price targets [3][6] Recent Earnings Performance - Flagstar Financial's Q2 2025 earnings report showed a larger-than-expected loss, with declines in revenue, net interest income, and deposits compared to the previous year, impacting the current price target set by Barclays [4][6] - The company's earnings conference call attracted participation from key executives and analysts, highlighting the scrutiny and interest in its financial health and future prospects [5]

Core Insights - Flagstar Bank reported a revenue of $519 million for the quarter ended September 2025, reflecting a decrease of 16.7% year-over-year [1] - The earnings per share (EPS) was -$0.07, an improvement from -$0.69 in the same quarter last year [1] - The reported revenue slightly exceeded the Zacks Consensus Estimate of $514.03 million, resulting in a surprise of +0.97% [1] - The EPS fell short of the consensus estimate of -$0.06, leading to an EPS surprise of -16.67% [1] Financial Metrics - Net Interest Margin stood at 1.9%, matching the six-analyst average estimate [4] - Efficiency Ratio was reported at 100.5%, significantly higher than the estimated 92.7% [4] - Book value per common share (GAAP) was $18.30, slightly below the average estimate of $18.46 [4] - Average Balances of Interest-earning assets were $88.37 billion, lower than the estimated $89.6 billion [4] - Net charge-offs to average loans were 0.5%, better than the estimated 0.6% [4] - Leverage Capital Ratio was 9%, consistent with the average estimate [4] - Net Interest Income was $425 million, slightly below the average estimate of $431.69 million [4] - Total non-interest income was $94 million, exceeding the estimated $82.57 million [4] - Fee income reached $23 million, above the estimated $22.79 million [4] - Bank-owned life insurance income was $12 million, surpassing the average estimate of $9.81 million [4] - Other non-interest income was $32 million, below the average estimate of $38.47 million [4] - Net gain on loan sales and securitizations was $5 million, lower than the estimated $9.05 million [4] Stock Performance - Flagstar Bank's shares returned +0.1% over the past month, compared to a +1.3% change in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market [3]

Financial Data and Key Metrics Changes - The company reported an adjusted net loss of $0.07 per diluted share, a significant narrowing compared to the previous quarter [4][16] - The net interest margin (NIM) expanded by 10 basis points to 1.91%, marking the third consecutive quarter of growth [5][18] - Operating expenses decreased by $800 million on an annualized basis compared to the previous year [5][19] - Criticized and classified assets declined by $600 million or 5% quarter-over-quarter and by $2.8 billion or 20% year-to-date [5][25] Business Line Data and Key Metrics Changes - The Commercial and Industrial (C&I) business originated $1.7 billion in new loan outstandings, with net loan growth of $448 million in the C&I portfolio [5][15] - Multifamily and Community Reinvestment Act (CRA) payoffs totaled $1.3 billion, continuing a trend of exceeding forecasts [6][22] - The provision for loan losses decreased by 41%, while net charge-offs declined by 38% [6][25] Market Data and Key Metrics Changes - The company has seen a significant reduction in overall Commercial Real Estate (CRE) balances, down $9.5 billion or 20% since year-end 2023 [22] - The CRE concentration ratio declined by 95 basis points to 407% since year-end 2023 [22] Company Strategy and Development Direction - The company is focused on transforming into a top-performing regional bank, emphasizing a customer-centric relationship-based culture [28] - Plans to originate new high-quality CRE loans in diverse geographic areas are set to begin in the fourth quarter [15][37] - The company aims to diversify its loan portfolio to a mix of one-third CRE, one-third C&I, and one-third consumer [22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the trajectory of profitability, citing a consistent narrowing of net losses and improved credit quality [4][6] - The company anticipates continued growth in C&I loans, projecting a run rate of $1.7 billion to $2.2 billion in originations per quarter [40][57] - Management noted that the balance sheet is expected to stabilize and begin growing in 2026 [53][81] Other Important Information - The company completed a holding company reorganization, which simplifies its corporate structure and is expected to lower operating expenses by approximately $15 million [28] - The CET1 capital ratio improved by nearly 350 basis points, ranking among the highest among regional banks [12][20] Q&A Session Summary Question: NII guidance for the year - Management indicated that the balance sheet would likely stabilize in Q4 and begin to grow in 2026, with continued NIM expansion expected [33][35] Question: C&I production expectations - Management expects C&I originations to continue growing, with a run rate of $1.7 billion to $2.2 billion per quarter anticipated [40][46] Question: Regulatory relief from holding company elimination - The elimination of the holding company is expected to reduce regulatory burdens and streamline operations, leading to cost savings [58][59] Question: Expense outlook and cost-saving opportunities - Management highlighted significant reductions in non-interest expenses and identified further opportunities for cost savings in FDIC expenses and vendor costs [68][70] Question: Non-interest-bearing deposit growth - Management expects non-interest-bearing deposits to grow as new C&I relationships are established and private banking efforts are enhanced [72][74] Question: Credit quality and non-performing loans - Management noted a strong reduction in non-performing loans and indicated a focus on managing credit quality moving forward [78][80]