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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2025
FLAGSTAR FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware |  | 1-31565 |  | 06-1377322
(State or Other Jurisdiction of Incorporation) |  | Commission File Number |  | (IRS Employer Identification No.)

102 Duffy Avenue, | Hicksville, | New York | 11801
(Address of principal executive offices)

(516) 683-4100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Common stock, $0.01 par value per share |  | FLG |  | New York Stock Exchange
Bifurcated Option Note Unit Securities SM |  | FLG PRU |  | New York Stock Exchange
Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock |  | FLG PRA |  | New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐

Item 8.01 | Other Events

On October 3, 2025, the Office of the Comptroller of the Currency approved the application of Flagstar Financial, Inc. (the “Company”) to reorganize as a federal interim savings bank and immediately thereafter merge with and into Flagstar Bank, National Association (“Flagstar Bank”), with Flagstar Bank as the surviving entity. As a result of the transaction, Flagstar Bank will become publicly traded on the New York Stock Exchange. The transaction remains subject to approval of the Company’s shareholders, which will be considered at a meeting scheduled for October 15, 2025. Subject to obtaining shareholder approval, the Company expects the transaction to close in mid-to late- October 2025.

Item 9.01 | Financial Statements and Exhibits

(d) Attached as Exhibit 99.1 is the press release issued by the Company on October 6, 2025 announcing the receipt of OCC approval of internal reorganization and merger.

Exhibit |  | Description of Exhibit
No. |  |
99.1 |  | Press release issued by the Company on October 6, 2025
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: | October 7, 2025 |  | FLAGSTAR FINANCIAL, INC.
|  |  | /s/ Bao Nguyen
|  |  | Bao Nguyen
|  |  | Senior Executive Vice President, General Counsel and Chief of Staff