NYCB-A New York Community Bancorp Inc

As filed with the Securities and Exchange Commission on August 3, 2022

Registration No. 333-257045

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

102 Duffy Avenue,

Hicksville, New York 11801

(516) 683-4100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer  Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

THIS POST EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-4 (NO. 333-257045) SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the registration statement of New York Community Bancorp, Inc. (“NYCB”) on Form S-4 (File No. 333-257045), as amended by Pre-Effective Amendment No. 1 to the Registration Statement filed on June 24, 2021 and as originally declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2021 (the “Registration Statement”), includes a supplement (the “Supplement”) to the joint proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) that (i) updates the pro forma condensed combined financial information that was originally included in the Joint Proxy Statement/Prospectus, (ii) incorporates by reference the information contained in (x) the Annual Report on Form 10-K for the year ended December 31, 2021 that NYCB filed with the SEC on February 25, 2022 in compliance with Section 10(a)(3) of the Securities Act of 1933, as amended and (y) the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar filed with the SEC on March 1, 2022 and (iii) updates the Joint Proxy Statement/Prospectus to incorporate by reference the information contained in certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC. Other than the updates and supplements described above, and as described in the Supplement to the Joint Proxy Statement/Prospectus contained in this Post-Effective Amendment No. 1, no changes have been made to the Joint Proxy Statement/Prospectus (which Joint Proxy Statement/Prospectus continues to form a part of this Registration Statement) and, accordingly, such Joint Proxy Statement/Prospectus has not been reprinted in Part I of this filing. The Supplement updates the information contained in the Joint Proxy Statement/Prospectus and should be read together therewith.

No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

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SUPPLEMENT TO

JOINT PROXY STATEMENT/PROSPECTUS, DATED JUNE 25, 2021

New York Community Bancorp, Inc.				Flagstar Bancorp, Inc.

On April 24, 2021, New York Community Bancorp, Inc. (“NYCB”), 615 Corp., a direct, wholly owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc. (“Flagstar”) entered into an Agreement and Plan of Merger (as amended on April 26, 2022 and as otherwise amended from time to time, the “merger agreement”), pursuant to which NYCB will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Flagstar in an all-stock transaction. Under the merger agreement, Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity (the “merger”), and as soon as reasonably practicable following the merger, Flagstar will merge with and into NYCB, with NYCB as the surviving entity (the “holdco merger”). Unless otherwise agreed to in writing by NYCB and Flagstar, (i) promptly on the day after the day on which the merger and the holdco merger occur, Flagstar Bank, FSB, a federally chartered stock savings bank and a wholly owned subsidiary of Flagstar, will convert into a national banking association (such resulting entity, “Flagstar Bank, NA” and such conversion, the “conversion”) and (ii) promptly following the conversion, New York Community Bank, a New York State-chartered savings bank and a wholly owned subsidiary of NYCB will merge with and into Flagstar Bank, NA, with Flagstar Bank, NA as the surviving bank. In the merger, holders of Flagstar common stock will receive 4.0151 shares of NYCB common stock for each share of Flagstar common stock they own. Holders of NYCB common stock will continue to own their existing shares of NYCB common stock.

NYCB previously registered with the Securities and Exchange Commission (the “SEC”) shares of NYCB common stock to be issued to holders of Flagstar common stock in the merger. NYCB also previously filed with the SEC a joint proxy statement/prospectus, dated June 25, 2021 (the “Joint Proxy Statement/Prospectus”), relating to the shares of NYCB common stock to be issued in the merger. This supplement to the Joint Proxy Statement/Prospectus (this “Supplement”) updates and supplements the information in the Joint Proxy Statement/Prospectus to (i) update the pro forma condensed combined financial information that was originally included in the Joint Proxy Statement/Prospectus, (ii) incorporate by reference the information contained in the Annual Report on Form 10-K for the year ended December 31, 2021 that NYCB filed with the SEC on February 25, 2022 (the “NYCB 2021 Annual Report”), (iii) incorporate by reference the information contained in the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar filed with the SEC on March 1, 2022 and (iv) update the Joint Proxy Statement/Prospectus to incorporate by reference the information contained in certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC .

The Joint Proxy Statement/Prospectus also related to proposals that holders of NYCB common stock (“NYCB stockholders”) and Flagstar common stock (“Flagstar shareholders”) were asked to vote on at the respective special meetings of the NYCB stockholders and Flagstar shareholders. The conditions to complete the merger include, among other things, (i) the approval by NYCB stockholders of the proposed issuance of NYCB common stock to holders of Flagstar common stock pursuant to the merger agreement and (ii) the approval by Flagstar shareholders of the merger agreement. These approvals were obtained at virtual special meetings of the NYCB stockholders and Flagstar shareholders, respectively, on August 4, 2021. For further information regarding the results of the votes of the NYCB stockholders and Flagstar shareholders at the respective special meetings, see the Current Report on Form 8-K that NYCB filed with the SEC on August 5, 2021 and the Current Report on Form 8-K that Flagstar filed with the SEC on August 5, 2021, each of which is incorporated by reference in the Joint Proxy Statement/Prospectus, as supplemented by this Supplement.

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This Supplement should be read together with the information in the Joint Proxy Statement/Prospectus. The information contained in this Supplement supersede any conflicting information contained in the Joint Proxy Statement/Prospectus. This Supplement is not complete without, and may not be delivered or utilized except in connection with, the Joint Proxy Statement/Prospectus, including any supplements and amendments thereto.

You should read carefully and in their entirety this Supplement and the Joint Proxy Statement/Prospectus and all accompanying annexes and exhibits. You should review and consider carefully the matters discussed under the heading “Risk Factors” beginning on page 28 of the Joint Proxy Statement/Prospectus and the risk factors of NYCB and Flagstar contained in the documents that are incorporated by reference into the Joint Proxy Statement Prospectus, as supplemented by this Supplement, including under “Item 1A—Risk Factors” beginning on page 23 of the NYCB 2021 Annual Report and “Item 1A—Risk Factors” beginning on page 11 of the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar filed with the SEC on March 1, 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if the Joint Proxy Statement/Prospectus or this Supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either NYCB or Flagstar, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this Supplement to the Joint Proxy Statement/Prospectus is August 3, 2022

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of NYCB and Flagstar as an acquisition by NYCB of Flagstar. The merger was announced on April 26, 2021, and provides that each share of Flagstar common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by NYCB or Flagstar (subject to certain exceptions described in the merger agreement), will be converted into the right to receive 4.0151 shares of NYCB common stock.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of NYCB and the related notes included in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference into this joint proxy statement/prospectus; (ii) the historical unaudited consolidated financial statements and related notes included in NYCB’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which is incorporated by reference into this joint proxy statement/prospectus; (iii) the historical audited consolidated financial statements of Flagstar and the related notes included in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference into this joint proxy statement/prospectus; and (iv) the historical unaudited consolidated financial statements and related notes included in Flagstar’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which is incorporated by reference into this joint proxy statement/prospectus.

The unaudited pro forma condensed combined income statements for the three months ended March 31, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statements of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on March 31, 2022.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by NYCB in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon consummation of the merger.

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As of the date of this joint proxy statement/prospectus, NYCB has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Flagstar assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Flagstar assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of Flagstar’s assets and liabilities will be based on Flagstar’s actual assets and liabilities as of the closing date and, therefore, cannot be made prior to the consummation of the merger. In addition, the value of the merger consideration to be paid by NYCB in shares of NYCB common stock upon the consummation of the merger will be determined based on the closing price of NYCB common stock on the closing date and the number of issued and outstanding shares of Flagstar common stock immediately prior to the closing. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.

Further, NYCB has not identified all adjustments necessary to conform Flagstar’s accounting policies to NYCB’s accounting policies. Upon consummation of the merger, or as more information becomes available, NYCB will perform a more detailed review of Flagstar’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on NYCB’s financial information following the consummation of the merger.

Merger related expenses are estimated to be $239 million, ($52 million of which has been incurred prior to 3/31/22), on a combined pre-tax basis, with contractually obligated pre-tax merger expenses of $109 million ($94 million net of tax) due at closing. The merger expenses at closing are reflected in the unaudited pro forma condensed combined financial information. See Note H and Note R to those pro formas for additional details.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. NYCB estimated the fair value of certain Flagstar assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in Flagstar’s SEC filings and other publicly available information. Until the merger is completed, both companies are limited in their ability to share certain information.

Upon consummation of the merger, a final determination of the fair value of Flagstar’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill or bargain purchase gain and other assets and liabilities and may impact NYCB’s statement of income following the consummation of the merger. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

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See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined income statement for the three months ended March 31, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statement of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on March 31, 2022.

The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving NYCB and Flagstar under the acquisition method of accounting with NYCB treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of NYCB. Under the acquisition method of accounting, the assets and liabilities of Flagstar, as of the effective time, will be recorded by NYCB at their respective fair values, and the excess of the merger consideration over the fair value of Flagstar’s net assets will be allocated to goodwill or bargain purchase gain.

The merger provides for Flagstar shareholders to receive 4.0151 shares of NYCB common stock for each share of Flagstar common stock they hold immediately prior to the merger. Based on the closing trading price of shares of NYCB common stock on April 23, 2021, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $48.14 in value for each share of Flagstar common stock.

The pro forma allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Adjustments may include, but are not be limited to, changes in (i) Flagstar’s balance sheet through the effective time; (ii) the aggregate value of merger consideration paid if the price of shares of NYCB common stock varies from the assumed $10.00 per share; (iii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.

The accounting policies of both NYCB and Flagstar are in the process of being reviewed in detail. Upon completion of such review, additional conforming adjustments or financial statement reclassification may be necessary.

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Note 3—Pro Forma Merger Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 27% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.

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EXPERTS

NYCB. The consolidated financial statements of NYCB as of December 31, 2021 and 2020, and for each of the years in the three-year period ended December 31, 2021, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Flagstar. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

NYCB and Flagstar file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including both NYCB and Flagstar, which can be accessed at http://www.sec.gov. In addition, documents filed with the SEC by NYCB will be available free of charge by accessing NYCB’s website at https://www.mynycb.com or alternatively by directing a request by mail to New York Community Bancorp, Inc., 102 Duffy Avenue, Hicksville, New York 11801, Attention: Investor Relations or by telephone at (516) 682-4420. Documents filed with the SEC by Flagstar will be available free of charge by accessing Flagstar’s website at http://www.flagstar.com or, alternatively, by directing a request by mail to Flagstar Bancorp, Inc., 5151 Corporate Drive, Troy, Michigan 48098, Attention: Investor Relations or by telephone at (248) 312-5741. The web addresses of the SEC, NYCB and Flagstar are included as inactive textual references only. Except for the documents regarding NYCB and Flagstar specifically incorporated by reference into the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, information on those websites is not part of the Joint Proxy Statement/Prospectus, as supplemented by this Supplement.

NYCB has filed a registration statement on Form S-4 under the Securities Act with the SEC (as amended from time to time, including pursuant to the Post-Effective Amendment No. 1 of which this Supplement is a part, the “registration statement”) with respect to NYCB’s securities to be issued in the merger. The Joint Proxy Statement/Prospectus, as supplemented by this Supplement, constitutes the prospectus of NYCB filed as part of the registration statement. This document does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the SEC.

Statements contained in the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, or incorporated by reference therein, regarding the contents of any contract or other document, are not necessarily complete, and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC.

The SEC allows NYCB and Flagstar to incorporate by reference into the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, documents filed with the SEC by NYCB and Flagstar. This means that NYCB and Flagstar can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, and later information that NYCB and Flagstar files with the SEC will update and supersede that information. NYCB and Flagstar incorporate by reference the documents listed below and any documents filed

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by NYCB and Flagstar under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this document and until the merger is consummated or the merger agreement is terminated in accordance with its terms:

We also incorporate by reference the description of NYCB common stock and Flagstar common stock set forth in the respective Registration Statements on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act, including any amendment or report filed with the SEC for the purpose of updating this description.

You may request a copy of the documents incorporated by reference into the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, and additional documents previously filed with the SEC by NYCB or Flagstar under the Exchange Act. Except as specifically incorporated by reference into the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, such documents are not incorporated by reference into, and are not a part of, the Joint Proxy Statement/Prospectus, as supplemented by this Supplement.

Requests for documents should be directed to:

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The Joint Proxy Statement/Prospectus, as supplemented by this Supplement, does not constitute an offer to sell, or a solicitation of an offer to purchase the securities offered thereby, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. Neither the delivery of the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, nor any distribution of securities pursuant thereto shall, under any circumstances, create any implication that there has been no change in the information set forth or referenced into the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, or in our affairs since the date of the Joint Proxy Statement/Prospectus, as supplemented by this Supplement. The information contained in the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, with respect to NYCB was provided by NYCB and the information contained in the Joint Proxy Statement/Prospectus, as supplemented by this Supplement, with respect to Flagstar was provided by Flagstar.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the DGCL permits, under certain circumstances, the indemnification of any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving in a similar capacity for another enterprise at the request of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful. To the extent that a present or former director or officer of the corporation has been successful in defending any such proceeding, the DGCL provides that he shall be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred by him in connection therewith. With respect to a proceeding by or in the right of the corporation, such person may be indemnified against expenses (including attorneys’ fees), actually and reasonably incurred, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. The DGCL provides, however, that indemnification shall not be permitted in such a proceeding if such person is adjudged liable to the corporation unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper. Except with respect to mandatory indemnification of expenses to successful defendants as described above or pursuant to a court order, the indemnification described in this paragraph may be made only upon a determination in each specific case (1) by majority vote of the directors that are not parties to the proceeding, even though less than a quorum, (2) by a committee of the directors that are not a party to the proceeding who have been appointed by a majority vote of directors who are not party to the proceeding, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The DGCL permits a corporation to advance expenses incurred by a proposed indemnitee in advance of final disposition of the proceeding, provided that the indemnitee undertakes to repay such advanced expenses if it is ultimately determined that he or she is not entitled to indemnification. Also, a corporation may purchase insurance on behalf of an indemnitee against any liability asserted against him in his designated capacity, whether or not the corporation itself would be empowered to indemnify him against such liability.

NYCB has adopted provisions in the NYCB certificate of incorporation that provide for indemnification of its officers and directors to the maximum extent permitted under the DGCL, provided that, except for proceedings to enforce rights to indemnification, NYCB will indemnify an indemnitee in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors. As authorized by the DGCL, under the NYCB certificate of incorporation, no director shall be personally liable to NYCB or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under DGCL Section 174 (concerning unlawful distributions to stockholders), or (4) for any transaction from which the director derived an improper personal benefit. The NYCB certificate of incorporation further provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. NYCB has purchased an insurance policy that purports to insure the officers and directors of NYCB against certain liabilities incurred by them in the discharge of their functions as such officers and directors.

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The foregoing is only a general summary of certain aspects of Delaware law and the NYCB certificate of incorporation and bylaws dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of those Sections of the DGCL referenced above and the NYCB certificate of incorporation and bylaws.

ITEM 22. UNDERTAKINGS

The undersigned registrant hereby undertakes:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this post-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hicksville, State of New York, on August 3, 2022.

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on August 3, 2022.