SCHEDULE: Liberty Capital Updates Flagstar Bank Stake Post-Merger

Liberty 77 Capital and Steven Mnuchin updated their beneficial ownership in Flagstar Bank, N.A. to 24.9% following the bank's merger with its holding company.

Summary

• Flagstar Bank, N.A. completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (formerly New York Community Bancorp, Inc.), on October 17, 2025, with Flagstar Bank, N.A. as the surviving entity.
• The Reporting Persons, including Liberty 77 Capital L.P. and Steven T. Mnuchin, beneficially own 113,520,361 shares of Flagstar Bank Common Stock, representing approximately 24.9% of the outstanding class.
• This ownership includes 74,999,994 shares held directly by Liberty Strategic Capital (CEN) Holdings, LLC, and 38,506,725 shares exercisable from new warrants.
• Steven T. Mnuchin directly holds 100 shares and was granted 13,542 service-based restricted stock units on January 29, 2025.
• The Issuer, as a national bank, is now required to file reports under the Exchange Act with the Office of the Comptroller of the Currency (OCC) but intends to voluntarily continue making Exchange Act filings with the SEC.
• An amendment to the Registration Rights Agreement was executed on October 17, 2025, substituting Flagstar Bank, N.A. for the Predecessor and updating it to reflect OCC rules for national bank securities.

Sentiment

Score: 5

Explanation: The filing is a factual, regulatory update regarding beneficial ownership post-merger. It contains no explicit positive or negative financial news, maintaining a neutral sentiment.

Positives

• Flagstar Bank, N.A. intends to voluntarily continue making Exchange Act filings with the SEC, enhancing transparency for investors despite its new primary regulatory body being the OCC.

Risks

• The number of New Warrants eligible to be exercised for Common Stock is expected to change over time, influenced by factors such as the number of issued and outstanding shares of Common Stock, the number of shares beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin.

Future Outlook

Flagstar Bank, N.A. intends to voluntarily continue making Exchange Act filings with the SEC, despite its new regulatory requirement to file with the OCC. The number of New Warrants eligible for conversion into Common Stock is subject to change based on various factors, including the company's outstanding shares and the Reporting Persons' beneficial ownership.

Industry Context

This filing reflects a standard post-merger regulatory update for beneficial ownership, particularly notable given the change in the primary regulatory body for SEC filings from the SEC to the OCC for the surviving national bank entity. The voluntary commitment to continue SEC filings suggests a desire for continued transparency to a broader investor base.

Corporate Governance

Related Party Transactions

• The beneficial ownership structure involves multiple entities (Liberty 77 Capital L.P., Liberty Strategic Capital (CEN) Holdings, LLC, Liberty 77 Capital Partners L.P., Liberty Capital L.L.C., STM Partners LLC) and an individual (Steven T. Mnuchin) acting as a "group" for reporting purposes, indicating a coordinated investment strategy.
• Steven T. Mnuchin, as president of STM Partners LLC, indirectly controls the Liberty Manager and Liberty Purchaser, establishing a clear related-party relationship within the Reporting Persons group.

Stakeholder Impact

• Shareholders: Provides updated transparency on significant beneficial ownership post-merger, including the structure of warrant holdings and their potential conversion into common stock. The voluntary SEC filings will maintain accessibility of information.

Next Steps

• Flagstar Bank, N.A. will voluntarily make Exchange Act filings with the SEC.
• Reporting Persons intend to amend this Schedule 13D by filing with the SEC in satisfaction of any obligation they might have to file with the OCC.
• The number of New Warrants exercisable for Common Stock is expected to change over time.

Key Dates

Keywords

Flagstar Bank, Liberty 77 Capital, Steven Mnuchin, Beneficial Ownership, Schedule 13D, Merger, Bank Holding Company, Warrants, SEC Filings, OCC Regulation, Financial Services, Banking