NYCB-A New York Community Bancorp Inc

As filed with the Securities and Exchange Commission on September 28, 2022

Registration No. 333-257045

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2

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. 2 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

New York Community Bancorp, Inc. (“NYCB”) is filing this Post-Effective Amendment No. 2 on Form S-4 (File No. 333-257045) pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended, to update the initial registration statement on Form S-4, which was previously declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2021 (the “Registration Statement”), to (i) incorporate 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, (y) the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar Bancorp, Inc. (“Flagstar”) filed with the SEC on March 1, 2022 and (z) certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC, (ii) update certain information in the Registration Statement and (iii) include certain information required to be included in a registration statement on Form S-4. The joint proxy statement/prospectus included in the Registration Statement is being replaced in its entirety by the amended prospectus contained in this Post-Effective Amendment No. 2.

No additional securities are being registered under this Post-Effective Amendment No. 2 and no proxies are being solicited. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The information in this amended prospectus is not complete and may be changed. A registration statement relating to the securities described in this amended prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This amended prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION

AMENDED PROSPECTUS

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 (the “original merger agreement”). On April 26, 2022, NYCB, Merger Sub and Flagstar entered into Amendment No. 1 to the merger agreement (the “merger agreement amendment” and, together with the original merger agreement, the “merger agreement”). Pursuant to the merger agreement, 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 (“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 (“NYCB 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 (the “bank merger”). In the merger, holders of the common stock of Flagstar, par value $0.01 per share (“Flagstar common stock”), will receive 4.0151 shares of the common stock of NYCB, par value $0.01 per share (“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 and to proposals that holders of NYCB common stock (“stockholders” or “NYCB stockholders”) and Flagstar common stock (“shareholders” or “Flagstar shareholders”) were asked to vote on at respective special meetings of the NYCB stockholders and of the Flagstar shareholders. As described in the joint proxy statement/prospectus, 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 (the “NYCB special meeting” and “Flagstar special meeting,” respectively). No further approval of the NYCB stockholders or Flagstar shareholders is required to complete the merger. Accordingly, at this time, neither NYCB nor Flagstar is asking you for a proxy and you are requested not to send us a proxy.

This amended prospectus relates to the shares of NYCB common stock to be issued in the merger and replaces in its entirety the joint proxy statement/prospectus. This amended prospectus (i) 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, (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 (z) certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC, (ii) updates certain information that had been included in the joint proxy statement/prospectus and (iii) includes certain information required to be included in a prospectus included in a registration statement on Form S-4.

In accordance with Form S-4, certain information was included in the joint proxy statement/prospectus relating to NYCB’s and Flagstar’s reasons for entering into the original merger agreement, the recommendations of the

boards of directors of NYCB and Flagstar to the NYCB stockholders and Flagstar shareholders, respectively, and information considered by NYCB and Flagstar and their respective board of directors in connection with entering into the original merger agreement and making such recommendations to their respective stockholders and shareholders. Such information was included in the joint proxy statement/prospectus for consideration by the NYCB stockholders and Flagstar shareholders in connection with the proposals that such stockholders and shareholders were asked to vote on at the NYCB special meeting and the Flagstar special meeting, respectively. In accordance with Form S-4, this information must be included in this amended prospectus. Because this information relates to information available to NYCB and Flagstar at the time the original merger agreement was executed and otherwise prior to the NYCB special meeting and the Flagstar special meeting, and because no further approval of the NYCB stockholders or Flagstar shareholders is required to complete the merger, where noted in the applicable sections of this document, this information is included in this amended prospectus in the original form in which it was included in the joint proxy statement/prospectus.

This amended prospectus provides you with detailed information about the merger and the merger agreement. It also contains or references information about NYCB and Flagstar and certain related matters. You are encouraged to read this amended prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 19 for a discussion of the risks you should consider with respect to the merger. You can also obtain information about NYCB and Flagstar from documents that have been filed with the Securities and Exchange Commission that are incorporated into this amended prospectus by reference.

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 this document 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 amended prospectus is                 , 2022

ADDITIONAL INFORMATION

This amended prospectus includes important business and financial information about NYCB and Flagstar from other documents that are not included in or delivered with this document, which information is available to you without charge upon your written or oral request. Each of NYCB and Flagstar files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This information is available to you without charge upon your written or oral request. You can obtain the documents, including the documents regarding NYCB and Flagstar incorporated by reference in this document, through the SEC website at http://www.sec.gov or by requesting them in writing, by email or by telephone at the appropriate address below. In addition, documents filed with the SEC by NYCB are available free of charge by accessing NYCB’s website at https://www.mynycb.com and documents filed with the SEC by Flagstar are available free of charge by accessing Flagstar’s website at http://investors.flagstar.com. Except for the documents regarding NYCB and Flagstar incorporated by reference in this document, the information contained on, or that may be accessed through, the respective websites of the SEC, NYCB and Flagstar is not incorporated by reference into, and is not a part of, this amended prospectus.

You will not be charged for any of these documents that you request. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated [                ], 2022, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. The issuance by NYCB of shares of NYCB common stock pursuant to the merger agreement will not create any implication to the contrary.

This amended prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this amended prospectus regarding Flagstar has been provided by Flagstar and information contained in, or incorporated by reference into, this document regarding NYCB has been provided by NYCB.

See “Where You Can Find More Information” beginning on page 155 of this amended prospectus for further information.

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RISK FACTORS

You should carefully consider the risks described below and all of the information contained in and incorporated by reference into this amended prospectus. In particular, you should carefully consider the matters discussed under “Risk Factors” in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021 and Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this amended prospectus. The risks described below or in documents incorporated by reference herein also include forward-looking statements, and NYCB’s and Flagstar’s actual results, as applicable, may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the Consummation of the Merger and NYCB Following the Merger

Because the market price of NYCB common stock may fluctuate, Flagstar shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, 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), will be converted into 4.0151 shares of NYCB common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either NYCB common stock or Flagstar common stock. Changes in the price of NYCB common stock between now and the time of the merger will affect the value that Flagstar shareholders will receive in the merger. Neither NYCB nor Flagstar is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of NYCB common stock or Flagstar common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Flagstar’s and NYCB’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Flagstar, NYCB and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations, many of which are beyond Flagstar’s and NYCB’s control. You should obtain current market quotations for shares of NYCB common stock and for shares of Flagstar common stock.

The market price of NYCB common stock after the merger may be affected by factors different from those currently affecting the market price of shares of Flagstar common stock or NYCB common stock.

In the merger, Flagstar shareholders will become NYCB stockholders. NYCB’s business differs from that of Flagstar. NYCB is a leading producer of multi-family loans in New York City, with an emphasis on non-luxury residential apartment buildings with rent-regulated units that feature below-market rents, while Flagstar is the seventh largest bank mortgage originator in the nation and the fifth largest subservicer of mortgage loans nationwide. Accordingly, the results of operations of NYCB and the market price of NYCB common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of NYCB and Flagstar. For a discussion of the businesses of NYCB and Flagstar and of certain factors to consider in connection with those businesses, see the documents regarding NYCB and Flagstar incorporated by reference into this amended prospectus and referred to under “Where You Can Find More Information” beginning on page 155.

The opinions delivered by Piper Sandler and Goldman Sachs to NYCB’s board of directors and the opinions delivered by Morgan Stanley and Jefferies to Flagstar’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.

The respective oral opinions from Piper Sandler and Goldman Sachs, which are NYCB’s financial advisors, were rendered to NYCB’s board of directors, and the respective oral opinions from Morgan Stanley and Jefferies,

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which are Flagstar’s financial advisors, were rendered to Flagstar’s board of directors and subsequently confirmed by delivery of their respective written opinions dated April 24, 2021. Changes in the operations and prospects of NYCB or Flagstar, general market and economic conditions and other factors which may be beyond the control of NYCB and Flagstar, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of NYCB and Flagstar, may have altered the value of NYCB or Flagstar or the prices of shares of NYCB common stock and shares of Flagstar common stock as of the date of this amended prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions.

Combining NYCB and Flagstar may be more difficult, costly or time-consuming than expected, and NYCB and Flagstar may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of NYCB and Flagstar. To realize the anticipated benefits and cost savings from the merger, NYCB and Flagstar must integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If NYCB and Flagstar are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of NYCB following the completion of the merger, which may adversely affect the value of the common stock of NYCB following the completion of the merger.

NYCB and Flagstar have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of NYCB and Flagstar during this transition period and on NYCB for an undetermined period after completion of the merger.

Litigation related to the merger has been filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors, and additional litigation may be filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors in the future, which could prevent or delay the completion of the merger, result in the payment of damages or otherwise negatively impact the business and operations of NYCB and Flagstar.

Litigation related to the merger has been filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors, and additional litigation may be filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors in the future. Some litigation related to the merger has been voluntarily dismissed, however, the outcome of any pending litigation or additional litigation that may be filed is uncertain. If any plaintiff were successful in obtaining an injunction prohibiting NYCB or Flagstar from completing the merger, the holdco merger, the conversion, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to NYCB and/or Flagstar, including costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of NYCB and Flagstar.

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NYCB may be unable to retain NYCB and/or Flagstar personnel successfully after the merger is completed.

The success of the merger will depend in part on NYCB’s ability to retain the talents and dedication of key employees currently employed by NYCB and Flagstar. It is possible that these employees may decide not to remain with NYCB or Flagstar, as applicable, while the merger is pending or with NYCB after the merger is completed. If NYCB and Flagstar are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, NYCB and Flagstar could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, NYCB’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating NYCB and Flagstar to hiring suitable replacements, all of which may cause NYCB’s business to suffer. In addition, NYCB and Flagstar may not be able to locate or retain suitable replacements for any key employees who leave either company.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on NYCB following the merger.

Before the transactions contemplated by the merger agreement may be completed, approvals, consents and non-objections must be obtained by NYCB and Flagstar from the Federal Reserve Board, the OCC, certain mortgage agencies, and, with respect to Flagstar Bank, NA’s establishment and operation of branches and other offices in connection with the conversion and bank merger, any state bank regulatory authority, and other regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 101. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals, including factors not known as of the date of this amended prospectus and factors that may arise in the future; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. The Federal Reserve Board has stated that if material weaknesses are identified by examiners before a banking organization applies to engage in expansionary activity, the Federal Reserve Board will expect the banking organization to resolve all such weaknesses before applying for such expansionary activity. The Federal Reserve Board has also stated that if issues arise during the processing of an application for expansionary activity, it will expect the applicant banking organization to withdraw its application pending resolution of any supervisory concerns.

The merger agreement amendment provides that approvals of the FDIC and the NYDFS, which were required to be obtained under the original merger agreement, are no longer necessary or conditions to consummate the transactions contemplated by the merger agreement, replacing such approvals with the approval of the OCC. The initial submission of applications by Flagstar Bank, FSB to the OCC occurred on May 10, 2022, and the transactions contemplated by the merger agreement cannot be consummated until OCC approvals are obtained. The merger and other recent transactions comparable to the merger have encountered abnormally lengthy delays, and the transactions contemplated by the merger agreement have been pending for over a year, and may continue to be.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of NYCB’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of NYCB following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger

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is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, NYCB will not be required, and Flagstar will not be permitted without NYCB’s prior written consent, to take actions or agree to conditions in connection with obtaining the foregoing permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on NYCB and its subsidiaries, taken as a whole, after giving effect to the merger. See “The Merger—Regulatory Approvals” beginning on page 101.

The unaudited pro forma condensed combined financial information included in this amended prospectus is preliminary and the actual purchase price as well as the actual financial condition and results of operations of NYCB after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this amended prospectus is presented for illustrative purposes only and is not necessarily indicative of what NYCB’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Flagstar identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Flagstar as of the date of the completion of the merger. Accordingly, the actual purchase price may vary significantly from the purchase price used in preparing the unaudited pro forma condensed combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 130.

Certain of NYCB’s directors and executive officers may have interests in the merger that may differ from the interests of NYCB stockholders.

NYCB stockholders should be aware that some of NYCB’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of NYCB stockholders. These interests and arrangements may create potential conflicts of interest. The NYCB board of directors was aware of these respective interests and considered these interests, among other matters, when making its decisions to approve the merger agreement, and in recommending that NYCB stockholders vote for the approval of the NYCB share issuance proposal. For a more complete description of these interests, please see “The Merger—Interests of Certain NYCB Directors and Executive Officers in the Merger” beginning on page 88.

Certain of Flagstar’s directors and executive officers may have interests in the merger that may differ from the interests of Flagstar shareholders.

Flagstar shareholders should be aware that some of Flagstar’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Flagstar shareholders. These interests and arrangements may create potential conflicts of interest. The Flagstar board of directors was aware of these respective interests and considered these interests, among other matters, when making its decisions to approve the merger agreement, and in recommending that Flagstar shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger” beginning on page 91.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (1) approval by Flagstar shareholders of the Flagstar merger proposal and the

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approval by NYCB’s stockholders of the NYCB share issuance proposal, which approvals were obtained at the Flagstar special meeting and the NYCB special meeting, respectively; (2) authorization for listing on the NYSE of the shares of NYCB common stock; (3) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve Board, the OCC, certain mortgage agencies, and, with respect to Flagstar Bank, NA’s establishment and operation of branches and other offices in connection with the conversion and bank merger, any state bank regulatory authority, and other regulatory authorities, and no such requisite regulatory approval will have resulted in the imposition of any materially burdensome regulatory condition (as defined in the merger agreement); (4) effectiveness of the registration statement on Form S-4 of which this amended prospectus forms a part and no proceedings for such purpose will have been initiated or threatened by the SEC and not withdrawn; and (5) the absence of any order, injunction, decree or other legal restraint prohibiting the consummation of the merger, the holdco merger or the bank merger issued by any governmental entity being in effect, and no law, statute, rule or regulation having been enacted, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the holdco merger or the bank merger. Each of Flagstar’s or NYCB’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) in the case of Flagstar’s obligation to complete the merger, receipt by Flagstar of an opinion from its counsel to the effect that the merger and the holdco merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code and (d) in the case of NYCB’s obligation to complete the merger, either (i) the receipt of a similar opinion from its counsel, or (ii) the merger and holdco merger, taken together, reasonably being expected to result in a Material Adverse Tax Consequence (as defined in the merger agreement) to NYCB.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, or NYCB or Flagstar may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 123.

Failure to complete the merger could negatively impact NYCB or Flagstar.

If the merger is not completed for any reason, there may be various adverse consequences and NYCB and/or Flagstar may experience negative reactions from the financial markets and from their respective customers and employees. For example, NYCB’s or Flagstar’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of NYCB common stock or Flagstar common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. NYCB and/or Flagstar also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against NYCB or Flagstar to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either NYCB or Flagstar may be required to pay a termination fee of $90 million to the other party.

Additionally, each of NYCB and Flagstar has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing the joint proxy statement/prospectus and preparing and filing this amended prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, NYCB and Flagstar would have to pay these expenses without realizing the expected benefits of the merger.

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NYCB and Flagstar will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on NYCB and Flagstar. These uncertainties may impair NYCB’s or Flagstar’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with NYCB or Flagstar to seek to change existing business relationships with NYCB or Flagstar. In addition, subject to certain exceptions, Flagstar has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its business without NYCB’s consent, and Flagstar and NYCB have agreed to refrain from taking certain actions that may adversely affect their respective ability to consummate the merger on a timely basis without the other’s consent. These restrictions may prevent NYCB and/or Flagstar from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 111 for a description of the restrictive covenants applicable to NYCB and Flagstar.

The merger agreement limits Flagstar’s and NYCB’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Flagstar or NYCB.

The merger agreement contains “no shop” covenants that restrict each of NYCB’s and Flagstar’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $90 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Flagstar or NYCB from considering or proposing that acquisition even if, in the case of a potential acquisition of Flagstar, it were prepared to pay consideration with a higher per share price to Flagstar shareholders than what is contemplated in the merger, or may result in a potential third-party acquirer proposing to pay a lower per share price to acquire Flagstar or NYCB than it might otherwise have proposed to pay. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meetings; Recommendation of NYCB’s and Flagstar’s Boards of Directors” beginning on pages 124 and 120, respectively.

The shares of NYCB common stock to be received by Flagstar shareholders as a result of the merger will have different rights from the shares of Flagstar common stock.

In the merger, Flagstar shareholders will become NYCB stockholders and their rights as stockholders will be governed by Delaware law and the governing documents of NYCB following the merger. The rights associated with NYCB common stock are different from the rights associated with Flagstar common stock. See “Comparison of the Rights of NYCB Stockholders and Flagstar Shareholders” beginning on page 139 for a discussion of the different rights associated with NYCB common stock.

NYCB and Flagstar have incurred and are expected to continue to incur significant costs related to the merger and integration.

NYCB and Flagstar have incurred and expect to continue to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, NYCB will incur integration costs following the completion of the merger as NYCB integrates the Flagstar business, including facilities and systems consolidation costs and employment-related costs. Anticipated pre-tax one-time expenses related to the merger are currently estimated to be approximately $239 million.

There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. NYCB and Flagstar may also incur

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additional costs to maintain employee morale and to retain key employees. NYCB and Flagstar have incurred and will continue to incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 125.

Each current NYCB stockholder or Flagstar shareholder will have a reduced ownership and voting interest in NYCB following the consummation of the merger than the holder’s ownership and voting interest in NYCB or Flagstar individually, as applicable, prior to the consummation of the merger and will exercise less influence over management.

NYCB stockholders and Flagstar shareholders currently have the right to vote in the election of the board of directors and on other matters affecting NYCB and Flagstar, respectively. When the merger is completed, each NYCB stockholder will remain, and each Flagstar shareholder will become, an NYCB stockholder, with a percentage ownership of NYCB that is smaller than the holder’s percentage ownership of either NYCB or Flagstar individually, as applicable, prior to the consummation of the merger. Based on the number of shares of NYCB common stock and Flagstar common stock outstanding as of the close of business on the respective record dates for the NYCB special meeting and the Flagstar special meeting, as applicable, and based on the number of shares of NYCB common stock expected to be issued in the merger, the former Flagstar shareholders, as a group, are estimated to own approximately 31% of the outstanding shares of NYCB common stock immediately after the merger and current NYCB stockholders as a group are estimated to own approximately 69% of the outstanding shares of NYCB common stock immediately after the merger. Because of this, Flagstar shareholders may have less influence on the management and policies of NYCB than they now have on the management and policies of Flagstar, and NYCB stockholders may have less influence on the management and policies of NYCB when the merger is completed than they now have on the management and policies of NYCB.

Issuance of shares of NYCB common stock in connection with the merger may adversely affect the market price of NYCB common stock.

In connection with the payment of the merger consideration, NYCB expects to issue approximately 217.0 million shares of NYCB common stock to Flagstar shareholders. The issuance of these new shares of NYCB common stock may result in fluctuations in the market price of NYCB common stock, including a stock price decrease.

NYCB stockholders and Flagstar shareholders will not have appraisal or dissenters’ rights in the merger.

Appraisal rights or dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 262 of the DGCL, NYCB stockholders will not be entitled to appraisal rights in connection with the merger. If the merger is completed, NYCB stockholders will not receive any consideration, and their shares of NYCB common stock will remain outstanding and will constitute shares of NYCB following the completion of the merger. Accordingly, NYCB stockholders are not entitled to any appraisal rights in connection with the merger.

Under Section 762 of the MBCA, Flagstar shareholders will not be entitled to dissenters’ rights in connection with the merger if, on the record date of the Flagstar special meeting, shares of Flagstar’s common stock are listed on a national securities exchange, or Flagstar shareholders are not required to accept as consideration for their shares anything other than the shares of NYCB, cash paid in lieu of fractional shares or any combination of the two. Flagstar common stock was listed on the NYSE, a national securities exchange on the record date for the Flagstar special meeting. In addition, Flagstar shareholders will receive shares of NYCB common stock as

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consideration in the merger, which shares are currently listed on the NYSE, a national securities exchange, and are expected to continue to be so listed at the effective time.

Accordingly, the holders of Flagstar common stock are not entitled to any dissenters’ rights in connection with the merger.

Risks Relating to NYCB’s Business

You should read and consider risk factors specific to NYCB’s business (including those related to the COVID-19 pandemic) that will also affect NYCB after the merger. These risks are described in the sections entitled “Risk Factors” in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents that are incorporated by reference into this amended prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 155 of this amended prospectus for the location of information incorporated by reference into this amended prospectus.

Risks Relating to Flagstar’s Business

You should read and consider risk factors specific to Flagstar’s business (including those related to the COVID-19 pandemic) that will also affect NYCB following the completion of the merger. These risks are described in the sections entitled “Risk Factors” in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents incorporated by reference into this amended prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 155 of this amended prospectus for the location of information incorporated by reference into this amended prospectus.

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THE MERGER

This section of the amended prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire amended prospectus, and other documents we refer you to, for a more complete understanding of the merger. In addition, we incorporate important business and financial information about NYCB and Flagstar into this document by reference. You may obtain the information incorporated by reference into this amended prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 155.

Terms of the Merger

Each of NYCB’s and Flagstar’s respective board of directors unanimously approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity, which is referred to as the merger, and as soon as reasonably practicable following the merger, Flagstar will merge with and into NYCB, with NYCB as the surviving entity, which is referred to as 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, Flagstar Bank, NA, which conversion is referred to as the conversion, and (ii) promptly following the conversion, NYCB Bank will merge with and into Flagstar Bank, NA, with Flagstar Bank, NA as the surviving bank, which is referred to as the bank merger.

In the merger, 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. NYCB will not issue any fractional shares of NYCB common stock in the merger. Instead, a former holder of Flagstar common stock who otherwise would have received a fraction of a share of NYCB common stock will receive for the fraction of a share an amount in cash (rounded to the nearest cent) based on the NYCB closing share value.

See the section entitled “The Merger Agreement” beginning on page 106 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of NYCB’s and Flagstar’s boards of directors and senior managements have regularly reviewed and assessed their respective business strategies and objectives, including assessments of potentially available strategic growth opportunities, business combinations involving other financial institutions or remaining independent, among other efforts to enhance value for their respective stockholders and shareholders. These reviews have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment and the economy generally, and the implications of such developments for financial institutions generally and NYCB and Flagstar in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and considerations to NYCB and Flagstar, respectively, and their respective stockholders and shareholders of strategic combinations.

Between late April and early June of 2019, Flagstar and NYCB had preliminary conversations regarding a potential strategic transaction, but those conversations did not develop into any more formal discussions or negotiations (the “2019 Preliminary Discussions”).

Beginning in January 2021, Mr. Thomas Cangemi, Chairman, President and Chief Executive Officer of NYCB, placed several calls to Mr. Alessandro P. DiNello, President and Chief Executive Officer of Flagstar, during

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which Mr. Cangemi and Mr. DiNello had preliminary conversations regarding a potential strategic transaction involving NYCB and Flagstar. During the first week of March 2021, Mr. Cangemi called Mr. DiNello to discuss dates for a follow-up in-person meeting to continue the discussion of a potential strategic transaction involving NYCB and Flagstar, and Mr. Cangemi and Mr. DiNello agreed to meet in person on March 8, 2021. Prior to the meeting, on March 7, 2021, NYCB and Flagstar executed a confidentiality agreement.

In early March 2021, NYCB engaged Piper Sandler & Co. (“Piper Sandler”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) as financial advisors with respect to a potential transaction with Flagstar.

At the March 8, 2021 meeting, Mr. Cangemi, on behalf of NYCB, delivered to Mr. DiNello a preliminary, non-binding proposal for a potential strategic transaction between NYCB and Flagstar, including the following terms (the “March 8 Proposal”): (i) all-stock merger, (ii) at-market fixed exchange ratio, (iii) board size and board representation to be determined, (iv) management structure to be determined, but indicating NYCB’s desire to have Mr. DiNello and other Flagstar employees have key executive and management roles at the combined company, (v) New York State savings bank charter for the combined company, (vi) maintaining the Flagstar brand for Flagstar’s mortgage business and (vii) maintaining NYCB’s current annual dividend of $0.68.

On March 15, 2021, the Flagstar board of directors held a meeting at which the March 8 Proposal was distributed to the directors and discussed, along with financial materials that had been prepared by Jefferies. Mr. DiNello reported to the Flagstar board of directors the terms of the March 8 Proposal and updated the board on the various discussions he had with Mr. Cangemi regarding the potential transaction. The Flagstar board of directors also discussed the directors’ fiduciary duties in the context of the March 8 Proposal. At the meeting, the board of directors also determined to engage Jefferies and Morgan Stanley as financial advisors to Flagstar and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as legal counsel to Flagstar. In addition, the board of directors determined to reconstitute the transactions committee of the board of directors (the “Flagstar Transactions Committee”). The Flagstar Transactions Committee had originally been established in connection with the 2019 Preliminary Discussions for purposes of evaluating the proposed transaction with NYCB and considering and evaluating other potential strategic transactions and other alternatives, and was reconstituted for the same purpose. The Flagstar Transactions Committee was authorized and empowered to determine the process to be followed in connection with a potential transaction, provide oversight and guidance to Flagstar’s management and Flagstar’s financial, legal and other advisors and to consult with and make regular reports to the Flagstar board of directors. Among other items, the Flagstar Transactions Committee was not authorized or empowered to approve the execution and delivery of any definitive agreement for any proposed transaction, which authority and power remained with the Flagstar board of directors.

On March 17, 2021, the Flagstar board of directors, via a unanimous written consent, effective as of that date, reconstituted the Flagstar Transactions Committee to consist of Jay J. Hansen, Peter Schoels, David Treadwell and Jennifer Whip. On March 18, 2021, Mr. DiNello called Mr. Cangemi to inform him that Flagstar was interested in continuing preliminary discussions regarding a potential transaction with NYCB.

On March 19, 2021, the Flagstar Transactions Committee held a meeting to discuss the March 8 Proposal and more generally a potential transaction with NYCB. Representatives of Jefferies and Skadden and certain members of Flagstar management were in attendance, and each of Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting. A representative of Jefferies provided the directors with, among other information, a review and financial analysis of the March 8 Proposal, NYCB, Flagstar and other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. A representative of Skadden reviewed with the directors fiduciary duty and other process considerations. Following discussion, the Flagstar Transactions Committee determined that Flagstar should continue to consider the potential transaction with NYCB as well as other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Regarding the March 8 Proposal, the Flagstar Transactions Committee instructed Mr. DiNello to negotiate for a premium to Flagstar’s share price in calculating the exchange ratio in a potential all-stock merger (the “Merger Exchange Ratio”).

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Between March 19 and March 26, Mr. DiNello and certain members of the Flagstar Transactions Committee and Flagstar management, together with Morgan Stanley and Jefferies, held various calls and virtual meetings with representatives of NYCB, Piper Sandler and Goldman Sachs to discuss the terms of the March 8 Proposal and other financial matters of each of Flagstar and NYCB, including with respect to a premium to Flagstar’s share price in calculating the Merger Exchange Ratio.

On March 23, 2021, the NYCB board of directors held a meeting to discuss a potential transaction with Flagstar. Representatives of NYCB management, Piper Sandler and Goldman Sachs were in attendance. Mr. Cangemi described Flagstar and the potential transaction and summarized the conversations he had had with Mr. DiNello. Representatives of Piper Sandler and Goldman Sachs provided the directors with information based on public sources concerning, among other things, the transactional landscape in the banking industry, Flagstar’s business and operational and financial performance, and preliminary financial analysis regarding a potential transaction with Flagstar. The NYCB board of directors discussed Flagstar, the potential transaction and the preliminary terms discussed by Messrs. Cangemi and DiNello, and representatives of Piper Sandler and Goldman Sachs answered questions posed by the NYCB directors. After discussion, the directors expressed support for a potential transaction with Flagstar and resolved to authorize Mr. Cangemi to continue with the investigation and negotiation of the potential transaction.

On the evening of March 26, 2021, NYCB delivered to Flagstar a revised proposal reflecting a 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio (noting that such premium was conditioned on the final Merger Exchange Ratio being accretive to tangible book value) and also stating that Mr. Cangemi would remain Chairman of the Board of Directors (in addition to his role as President & Chief Executive Officer) of the combined company following the merger (the “March 26 Proposal”). The other terms of the March 8 Proposal were unchanged.

On March 28, 2021, the Flagstar Transactions Committee held a meeting to discuss the March 26 Proposal and more generally a potential transaction with NYCB and to discuss other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Jefferies and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting. Representatives of Morgan Stanley and Jefferies provided the directors with, among other information, a review and financial analysis of the March 26 Proposal, NYCB, Flagstar and other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. In discussing the 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio and potential to negotiate for a higher premium, Morgan Stanley, Jefferies and the directors discussed NYCB’s stated condition that the proposed transaction be meaningfully accretive to tangible book value of NYCB. A representative of Skadden reviewed with the directors additional fiduciary duty and other process considerations. Following discussion, the Flagstar Transactions Committee determined to recommend to the full board of directors that Flagstar continue to consider the potential transaction with NYCB and authorize management to continue to negotiate the terms of the NYCB transaction and proceed with a mutual diligence process.

On March 29, 2021, the Flagstar board of directors held a meeting to discuss the March 26 Proposal and more generally a potential transaction with NYCB and to discuss other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Jefferies and Morgan Stanley had prepared and distributed materials to the board of directors in advance of the meeting. Representatives of Morgan Stanley and Jefferies reviewed with the board of directors the materials and information reviewed and discussed at the March 28, 2021 meeting of the Flagstar Transactions Committee, as updated. In addition, the Flagstar Transactions Committee reviewed with the full board the process that had been undertaken by the Flagstar Transactions Committee and the recommendation that Flagstar continue to consider the potential transaction with NYCB and authorize management to continue to negotiate the terms of the NYCB transaction and proceed with a mutual diligence process. A representative of Skadden reviewed with the directors’ additional fiduciary duty and

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other process considerations Following discussion, the board of directors authorized the Flagstar Transactions Committee and certain members of management to continue to move forward with the review, exploration and negotiation of a potential transaction with NYCB and the mutual due diligence process. As part of this authorization, the Flagstar board of directors determined its agreement with the 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio as proposed by NCYB in the March 26 Proposal and, also, the use of a volume weighted average price (VWAP) in calculating the final Merger Exchange Ratio at the signing of the potential transaction, with the exact measurement period of the VWAP (whether five-day, ten-day or other period to be measured prior to the potential signing) to be determined at a future meeting.

On March 31, 2021 Flagstar made available to NYCB, and on April 12, 2021 NYCB made available to Flagstar documents for mutual due diligence review in virtual data rooms. NYCB and Flagstar, and their respective legal, financial and other advisors, engaged in mutual due diligence, including with respect to business, credit, operational, legal and compliance matters, among others.

Over the following weeks, Messrs. Cangemi and DiNello and other members of NYCB’s and Flagstar’s management, with the assistance of their respective companies’ financial and legal advisors, continued to discuss and negotiate the terms of the potential transaction.

On April 5, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Among other matters discussed, the Flagstar Transactions Committee considered alternatives designed to ensure that Flagstar’s existing and successful businesses were appropriately continued at the potential combined company, for the benefit of the combined company and its shareholders. Following discussion, the Flagstar Transactions Committee directed Flagstar’s management to continue the mutual due diligence process and to continue negotiations with NYCB and, as part of the negotiations, to communicate to NYCB and its advisors that the Flagstar directors be at least proportionately represented on the NYCB board and hold key positions with a focus on risk and oversight.

On April 6 and April 7, 2021, members of the senior management teams of NYCB and Flagstar, as well as representatives of their respective financial and legal advisors, met virtually to facilitate NYCB’s further due diligence of Flagstar. Flagstar senior management provided an overview to NYCB’s senior management of the history, business lines, strategy and operations of Flagstar, and the parties also discussed Flagstar’s deposit base, loan portfolio, credit quality trends, financial performance and legal, regulatory and compliance history. Thereafter, NYCB and Flagstar continued to engage in mutual due diligence.

On April 7 and April 8, 2021, Mr. DiNello and Mr. Cangemi met to discuss, among other items, the combined company board and governance matters that the Flagstar Transactions Committee had discussed at its April 5, 2021 meeting. During these meetings, Mr. DiNello and Mr. Cangemi agreed to discuss with their respective boards a construct where Mr. DiNello would become non-executive chairman of the combined company’s board of directors for a period of two years and Mr. Treadwell would become risk committee chairman of the combined company’s board of directors. Mr. Cangemi also stated that NYCB intended to request that Mr. DiNello enter into a restrictive covenant agreement, in which Mr. DiNello would be subject to non-competition and non-solicitation covenants (the “Restrictive Covenant Agreement”); and in consideration of the foregoing covenants, Mr. DiNello would receive a lump-sum payment equal to approximately one year of Mr. DiNello’s target annual compensation.

On April 8, 2021, Sullivan & Cromwell LLP (“Sullivan & Cromwell”), NYCB’s legal counsel, shared with Skadden a first draft of the proposed merger agreement. From April 8, 2021 until April 24, 2021, NYCB and Flagstar and their respective legal advisors negotiated the proposed merger agreement and certain ancillary agreements, and exchanged drafts of the merger agreement and such ancillary agreements. The terms negotiated

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by the parties and their respective advisors included, among other things interim operating covenants, termination provisions and termination fees, the treatment of Flagstar’s outstanding equity awards rights, employment related agreements with certain members of Flagstar’s senior management and post-closing employee matters. Mutual due diligence continued in parallel with the negotiation of the transaction agreements during this time.

On April 9, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB, including with respect to the April 7 and April 8 discussions between Mr. DiNello and Mr. Cangemi. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. In addition to the other matters covered, Mr. DiNello described that NYCB had confirmed agreement on certain board and governance matters, namely (i) Mr. DiNello becoming the non-executive chairman of the NYCB board for a period of two years, (ii) Mr. Treadwell becoming the risk committee chairman of the NYCB board and (iii) a combined company board of directors composition of eight NYCB legacy directors and four Flagstar legacy directors. A representative of Skadden reviewed with the directors certain merger agreement and legal due diligence items, including relating to the banking charter of the combined company being NYCB’s existing New York State savings bank charter. Following discussion, the Flagstar Transactions Committee directed Flagstar’s management to continue the mutual due diligence process and to continue negotiations with NYCB and, as part of the negotiations, to communicate to NYCB and its advisors the use of a five-day volume weighted average price (VWAP) to determine the Merger Exchange Ratio. In addition, to ensure that Flagstar’s existing and successful businesses were appropriately continued at the potential combined company, for the benefit of the combined company and its shareholders, the Flagstar Transaction Committed directed Mr. DiNello to seek commitments from NYCB regarding the maintenance and continuity of Flagstar’s mortgage and banking businesses and related senior management. Later that day on April 9, 2021, Mr. DiNello had additional video calls with Mr. Cangemi and certain members of the NYCB board of directors to discuss the potential transaction with NYCB. On April 14, 2021, Sullivan & Cromwell shared with Skadden a first draft of the proposed Restrictive Covenant Agreement.

Between April 14 and April 17, 2021, members of the senior management teams of NYCB and Flagstar, as well as representatives of their respective financial and legal advisors, met virtually to facilitate Flagstar’s further due diligence of NYCB. NYCB senior management provided an overview to Flagstar’s senior management of the history, business lines, strategy and operations of NYCB, and the parties also discussed NYCB’s deposit base, loan portfolio, credit quality trends, financial performance and legal and compliance history. Thereafter, through April 24, 2021, NYCB and Flagstar continued to engage in mutual due diligence. In addition, over the following weeks, Messrs. Cangemi and DiNello and other members of NYCB’s and Flagstar’s management, with the assistance of their respective companies’ financial and legal advisors, continued to discuss and negotiate the terms of the potential transaction.

On April 15, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. As part of the advisor presentations, a representative of Skadden reviewed with the directors certain merger agreement and legal due diligence items. In addition to the other matters covered, Mr. DiNello described that NYCB had confirmed agreement on certain additional board, governance and management matters, namely (i) a combined company board of directors composition of eight NYCB legacy directors and four Flagstar legacy directors, (ii) the establishment of an advisory board to the combined company consisting of Flagstar legacy directors not on the combined company board of directors and (iii) commitments from NYCB regarding the maintenance and continuity of Flagstar’s mortgage and banking businesses and related senior management, to be included in the merger agreement or by employment agreements.

On April 20, 2021, the Flagstar board of directors held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan

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Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. As part of the advisor presentations, a representative of Skadden reviewed with the directors certain merger agreement terms and considerations and certain legal due diligence items. Also, as part of the advisor presentations, a representative of Morgan Stanley reviewed certain financial aspects of the proposed transaction, including with respect to the pro forma shareholder ownership of the combined company and, also, the calculation of the Merger Exchange Ratio using a five-day volume weighted average price (VWAP) to determine the Merger Exchange Ratio, which VWAP methodology had been agreed to by NYCB. The Flagstar board of directors also reviewed the proposed terms of the Restrictive Covenant Agreement among other management compensation and retention matters.

On April 22, 2021, the NYCB board of directors held a meeting to discuss, among other things, the potential transaction with Flagstar. Representatives of Piper Sandler, Goldman Sachs and Sullivan & Cromwell were in attendance. Representatives of NYCB management, including Mr. Cangemi, provided an overview of Flagstar and the potential transaction; summarized Mr. Cangemi’s meetings and discussions with Mr. DiNello; described the due diligence processes undertaken by NYCB and Flagstar with respect to the potential transaction and the meetings among management and legal and financial advisors; discussed the potential risks and benefits and certain financial aspects of the potential transaction; and reported the revised terms for the potential transaction. Representatives of Sullivan & Cromwell reviewed with the NYCB board of directors the NYCB directors’ fiduciary duties under applicable law and summarized the proposed merger agreement and other agreements in respect of the potential transaction. Representatives of each of Piper Sandler and Goldman Sachs reviewed the financial aspects of the potential transaction and their respective preliminary financial analyses, and each indicated that it expected to be in a position to deliver its respective final financial analyses and fairness opinion following final agreement on the transaction terms. In addition, Mr. Cangemi presented management’s recommendation for the approval of resolutions authorizing NYCB to enter into the merger agreement. The NYCB board of directors discussed the potential transaction and the terms of the agreements and representatives of NYCB management, Piper Sandler, Goldman Sachs and Sullivan & Cromwell answered questions posed by the NYCB directors. Following these discussions, the NYCB board of directors expressed support for the potential transaction and recessed the meeting until Saturday, April 24, 2021.

On April 23, 2021, the Flagstar Transactions Committee held a meeting to discuss the potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Morgan Stanley, Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Representatives of Morgan Stanley and Jefferies presented their respective fairness analyses and noted that each was prepared to deliver its final fairness analyses and opinion upon final determination of the Merger Exchange Ratio, which would be determined prior to the Flagstar board of directors meeting scheduled for the following day. Representatives of Skadden updated the directors on the final terms of the proposed merger agreement and reported that the negotiations were substantially complete. Representatives of Skadden also reviewed the directors’ fiduciary duties. Following these discussions, the Flagstar Transactions Committee unanimously determined to recommend to the full board of directors the approval of resolutions authorizing Flagstar to enter into the merger agreement.

On Saturday, April 24, 2021, the Flagstar board of directors held a meeting to discuss the potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Morgan Stanley, Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Representatives of Morgan Stanley and Jefferies presented their respective fairness analyses and rendered to the Flagstar board of directors their respective oral opinions, which were confirmed by written opinions dated April 24, 2021, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as set forth in their respective opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Flagstar common stock (other than holders of the excluded shares). See “The Merger-Opinion of Flagstar’s Financial Advisors” beginning on page 63.

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Representatives of Skadden updated the directors on the final terms of the proposed merger agreement and reported that the negotiations were substantially complete. Representatives of Skadden also reviewed the directors’ fiduciary duties. The directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described under the section of this amended prospectus entitled “-Flagstar’s Reasons for the Merger; Recommendation of the Flagstar Board of Directors.” Following these discussions, the Flagstar management and Flagstar Transactions Committee presented their respective recommendations for the approval of resolutions authorizing Flagstar to enter into the merger agreement. The Flagstar board of directors then excused members of management and Flagstar’s financial and legal advisors and conducted an executive session, including discussion regarding management and employee retention matters, and including authorizing Flagstar’s execution and delivery of the Restrictive Covenant Agreement.

Later on April 24, 2021, the Flagstar board of directors, via a unanimous written consent, effective as of that date, determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Flagstar and its shareholders, approved and adopted the merger agreement and the transactions contemplated by the merger agreement, and recommended the approval by Flagstar shareholders of the merger agreement and the transactions contemplated thereby. See “—Flagstar’s Reasons for the Merger; Recommendation of the Flagstar Board of Directors.”

On April 24, 2021, the NYCB board of directors resumed its meeting that had commenced on April 22, 2021. Representatives of Piper Sandler, Goldman Sachs and Sullivan & Cromwell were in attendance. Mr. Cangemi provided an update on the potential transaction. Representatives of Sullivan & Cromwell provided an update on legal matters relating to the potential transaction and a review of the final terms of the transaction agreements. Representatives of Piper Sandler and Goldman Sachs presented their respective financial analyses and rendered to the NYCB board of directors their respective oral opinions, which were subsequently confirmed by their respective written opinions dated April 24, 2021, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as set forth in their respective opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to NYCB. See “The Merger—Opinion of NYCB’s Financial Advisors” beginning on page 36. Representatives of NYCB management restated management’s recommendation for the approval of resolutions authorizing NYCB to enter into the merger agreement. The directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described below under “NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors.” Following this discussion, the NYCB board of directors unanimously approved the proposed merger agreement and the transactions contemplated thereby, and recommended the approval and adoption by NYCB stockholders of the merger agreement and the transactions contemplated thereby.

In the evening of Saturday, April 24, 2021, NYCB and Flagstar executed the merger agreement. The transaction was announced in the morning of Monday, April 26, 2021, before the opening of the financial markets in New York, in a press release jointly issued by NYCB and Flagstar.

The foregoing description in this section of the amended prospectus describes the background to the execution of the original merger agreement by NYCB, Merger Sub and Flagstar. Accordingly, references in the foregoing to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

On April 25, 2022, NYCB and Flagstar agreed to amend the merger agreement pursuant to the merger agreement amendment. The merger agreement amendment amended the merger agreement to, among other things, (i) extend the termination date from April 24, 2021 to October 31, 2022, (ii) change the structure of the bank merger, so that Flagstar Bank, FSB will initially convert to a national bank charter and NYCB Bank will merge with and into the national bank, with the national bank as the surviving bank in the bank merger, and (iii) amend the regulatory approvals necessary to consummate the transactions contemplated by the merger agreement such

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that the approvals of the FDIC and NYDFS are no longer required, replacing such approvals with the approval of the OCC. NYCB and Flagstar each believe that a national bank charter is an appropriate charter for the combined company’s banking operations, especially taking into account Flagstar’s national mortgage banking business, which Flagstar has operated successfully for many years under the supervision of the OCC.

NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors

The information in this section of this amended prospectus relates to NYCB’s reasons for entering into the original merger agreement, the recommendation of the board of directors of NYCB to the NYCB stockholders and information considered by NYCB and its board of directors in connection with entering into the original merger agreement and making such recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. References in this section of this amended prospectus to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

After careful consideration, the NYCB board of directors at a special meeting held on April 24, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are advisable and fair to and in the best interests of NYCB and its stockholders, (ii) approved the merger agreement and the transactions contemplated thereby, and (iii) recommended the approval by NYCB stockholders of the NYCB share issuance proposal and the other matters to be voted upon at the NYCB special meeting in accordance with the merger agreement. In reaching this decision, the NYCB board of directors evaluated the merger agreement, the merger and the other matters contemplated by the merger agreement in consultation with NYCB’s senior management, as well as with NYCB’s legal and financial advisors, and considered a number of factors, including the following:

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The NYCB board of directors also considered the potential risks related to the transaction. The board concluded that the anticipated benefits of combining with Flagstar were likely to outweigh these risks substantially. These potential risks included:

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The foregoing discussion of the information and factors considered by the NYCB board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, the NYCB board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, including discussions with, and questioning of, NYCB’s management and NYCB’s independent financial and legal advisors, and overall considered the factors to support its determination.

For the reasons set forth above, the NYCB board of directors determined that the merger agreement and the transactions contemplated thereby (including the merger and the NYCB share issuance) are advisable and fair to and in the best interests of NYCB and its stockholders.

In considering the recommendation of the NYCB board of directors, you should be aware that certain directors and executive officers of NYCB may have interests in the merger that are different from, or in addition to, interests of NYCB stockholders generally and may create potential conflicts of interest.

It should be noted that this explanation of the reasoning of the NYCB board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 17.

Opinions of NYCB’s Financial Advisors

The information in this section of this amended prospectus relates to information considered by the board of directors of NYCB in its determination to approve and adopt the merger agreement and the transactions

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contemplated by the merger agreement, and in making its recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus.

Piper Sandler and Goldman Sachs separately provided opinions, each dated April 24, 2021, to NYCB’s board of directors, as to the fairness, from a financial point of view, of the exchange ratio pursuant to the merger to NYCB, as described below under this caption. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions. Any references in this section of this amended prospectus to the merger agreement, Merger Agreement or Agreement are references to the original merger agreement, as executed by NYCB, Merger Sub and Flagstar on April 24, 2021. Further, any references in this section of this amended prospectus to current data or other information refer to data or other information that was current in connection with the relevant opinion and any related financial analyses, as described in this section.

Opinion of Piper Sandler & Co.

NYCB retained Piper Sandler to act as financial advisor to NYCB’s board of directors in connection with NYCB’s consideration of a possible business combination with Flagstar. NYCB selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to NYCB’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the Agreement. At the April 24, 2021 meeting at which NYCB’s board of directors considered the merger and the Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on April 24, 2021, to the effect that, as of such date, the exchange ratio was fair to NYCB from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this amended prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. You are urged to read the entire opinion carefully.

Piper Sandler’s opinion was directed to the board of directors of NYCB in connection with its consideration of the merger and the Agreement and did not constitute a recommendation to any shareholder of NYCB as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and adoption of the Agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to NYCB and did not address the underlying business decision of NYCB to engage in the merger, the form or structure of the merger or any other transactions contemplated in the Agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for NYCB or the effect of any other transaction in which NYCB might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of NYCB or Flagstar, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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Piper Sandler also discussed with certain members of the senior management of NYCB and its representatives the business, financial condition, results of operations and prospects of NYCB and held similar discussions with certain members of the management of Flagstar and its representatives regarding the business, financial condition, results of operations and prospects of Flagstar.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by NYCB or Flagstar or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of NYCB and Flagstar that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or

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otherwise) of NYCB or Flagstar, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of NYCB or Flagstar. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of NYCB or Flagstar, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to NYCB or Flagstar. Piper Sandler assumed, with NYCB’s consent, that the respective allowances for loan losses for both NYCB and Flagstar were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler received and used the information described in the fourth through eighth bullets of the third preceding paragraph. With respect to such information, the respective senior managements of NYCB and Flagstar confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of those respective managements as to the future financial performance of NYCB and Flagstar, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of NYCB or Flagstar since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that NYCB and Flagstar would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with NYCB’s consent, that (i) each of the parties to the Agreement would comply in all material respects with all material terms and conditions of the Agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on NYCB, Flagstar, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Piper Sandler expressed no opinion as to any legal, accounting or tax matters relating to the merger and the other transactions contemplated by the Agreement.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of NYCB common stock or Flagstar common stock at any time or what the value of NYCB common stock would be once it is actually received by the holders of Flagstar common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to NYCB’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be

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considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to NYCB or Flagstar and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of NYCB and Flagstar and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to NYCB from a financial point of view on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of NYCB, Flagstar and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to NYCB’s board of directors at its April 24, 2021 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of NYCB common stock or Flagstar common stock or the prices at which NYCB or Flagstar common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by NYCB’s board of directors in making its determination to approve the Agreement and the analyses described below should not be viewed as determinative of the decision of NYCB’s board of directors with respect to the fairness of the exchange ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the Agreement, at the effective time of the merger each share of Flagstar common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the Agreement, shall be converted into the right to receive 4.0151 shares of common stock of NYCB. Piper Sandler calculated an aggregate implied transaction value of approximately $2.6 billion and an implied purchase price per share of $48.14 consisting of the implied value of 52,752,606 shares of Flagstar common stock, 1,129,444 Flagstar restricted awards outstanding and 222,264 total restricted awards estimated to be issued in 2021 and based on the closing price of NYCB common stock on April 23, 2021. Based upon financial information for Flagstar as of or for the last 12 months (“LTM”) ended March 31, 2021 and the closing price of Flagstar’s common stock on April 23, 2021, Piper Sandler calculated the following implied transaction metrics:

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Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for NYCB with a group of financial institutions selected by Piper Sandler. The NYCB peer group included banks, thrifts and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM, and NASDAQ) headquartered in the continental United States with total assets between $40 billion and $100 billion, but

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excluded First Citizens BancShares, Inc. due to its announced and pending merger (referred to in this section as the “NYCB Peer Group”). The NYCB Peer Group consisted of the following companies:

The analysis compared publicly available financial information for NYCB with corresponding data for the NYCB Peer Group as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of April 23, 2021. The table below sets forth the data for NYCB and the median, mean, low and high data for the NYCB Peer Group.

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Piper Sandler used publicly available information to perform a similar analysis for Flagstar by comparing selected financial information for Flagstar with a group of financial institutions selected by Piper Sandler. The Flagstar peer group included banks, thrifts and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM and NASDAQ) headquartered in the continental United States with total assets between $15 billion and $50 billion with either (i) 1-4 family loans accounting for greater than or equal to 20.0% of the total loan portfolio or (ii) loans to non-depository financial institutions accounting for greater than or equal to 20.0% of the total loan portfolio, as defined in the respective company’s Y-9C as of December 31, 2020, but excluded BancorpSouth Bank due to its announced and pending merger (referred to in this section as the “Flagstar Peer Group”). The Flagstar Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Flagstar with corresponding data for the Flagstar Peer Group as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of April 23, 2021. The table below sets forth the data for Flagstar and the median, mean, low and high data for the Flagstar Peer Group.

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Analysis of Precedent Transactions.

Piper Sandler reviewed a group of historical, nationwide merger and acquisition transactions. The nationwide group consisted of bank and thrift transactions announced between January 1, 2017 and April 23, 2021 where the target’s assets were between $10 billion and $75 billion at announcement, but excluded transactions defined as merger of equals (referred to in this section as the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-12-months EPS, transaction price to forward EPS, transaction price to tangible book value per share, core deposit premium, and one-day market

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premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of NYCB common stock assuming NYCB performed in accordance with publicly available median analyst EPS estimates for NYCB for the quarters ending June 30, 2021, September 30, 2021 and December 31, 2021 as well as for the year ending December 31, 2022, as well as an estimated annual EPS growth rate for the years ending December 31, 2023 through December 31, 2025 and estimated dividends per share for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of NYCB. To approximate the terminal value of a share of NYCB common stock at December 31, 2025, Piper Sandler applied price to earnings multiples ranging from 9.0x to 15.0x and multiples of tangible book value ranging from 140% to 190%. Piper Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to NYCB. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of NYCB common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of NYCB common stock of $9.38 to $17.21 when applying multiples of earnings and $11.14 to $17.46 when applying multiples of tangible book value.