Flagstar Bank, National Association
A national bank serving everyday customers through roughly 340 branches across nine states, plus private banking for wealthy clients mainly in the New York City area and West Coast. Its lending is concentrated in multi-family loans on NYC rental buildings and commercial real estate. The bank traces roots to Queens County Savings Bank, founded in 1859, and adopted the "Flagstar" name in 1996 after a Michigan thrift built itself through acquisitions; a 2022 merger with New York Community Bancorp kept the well-known Flagstar name.
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin.
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin.
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| PICTON MAHONEY ASSET MANAGEMENT | 13GPassive | 5.1% | 1.04M | Aug 11, 2026 |
| Hudson Bay Capital Management LP | 13G/APassive | 2.34% | 9.73M | Aug 7, 2026 |
| Sander Gerber | 13G/APassive | 2.34% | 9.73M | Aug 7, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| RCP Eagle Holdings LP | 13GPassive | 8.65% | 35.98M | Jan 30, 2026 |
| RCP Eagle Holdings GP LLC | 13GPassive | 8.65% | 35.98M | Jan 30, 2026 |
| RCP GenPar HoldCo LLC | 13GPassive | 8.65% | 35.98M | Jan 30, 2026 |
| Liberty 77 Capital L.P. | 13D/AActivist | 24.9% | 113.52M | Oct 21, 2025 |
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin. | ||||
| Liberty Strategic Capital (CEN) Holdings, LLC | 13D/AActivist | 24.9% | 113.52M | Oct 21, 2025 |
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin. | ||||
| Liberty 77 Capital Partners L.P. | 13D/AActivist | 24.9% | 113.52M | Oct 21, 2025 |
Item 4 is hereby amended to add the following: On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the 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. As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin. | ||||