RISK FACTORS

In addition to the other information contained in, attached to or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●], Flagstar shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the Flagstar merger proposal, and NYCB stockholders should carefully consider the following risk factors in deciding whether to vote for the approval of the NYCB share issuance proposal.

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. Therefore, at the time of the NYCB special meeting and the Flagstar special meeting, NYCB stockholders and Flagstar shareholders will not know the market value of the consideration that Flagstar shareholders will receive at the effective time. 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 sixth largest bank mortgage originator in the nation and the sixth 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 attached as annexes to this joint proxy statement/prospectus and the documents regarding Flagstar incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page [●].

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, 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 joint proxy statement/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 joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

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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.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of NYCB and Flagstar. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and the financial results of NYCB or Flagstar, or the business operations of NYCB or Flagstar are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of NYCB and Flagstar may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and the Federal Reserve Board, the FDIC, the NYDFS, certain mortgage agencies and/or other regulators may impose additional requirements on NYCB or Flagstar that must be satisfied prior to completion of the merger, which could delay and adversely affect the completion of the merger.

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 mergers may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the FDIC, the NYDFS, certain mortgage agencies, and, with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the effective time of the bank merger, any state bank regulatory authority, and other regulatory authorities. In determining whether to grant these approvals, such regulatory

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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 [●]. 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 joint proxy statement/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 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 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 [●].

The unaudited pro forma condensed combined financial information included in this joint proxy statement/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 joint proxy statement/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 [●].

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 [●].

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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 [●].

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 approval by NYCB’s stockholders of the NYCB share issuance proposal; (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 FDIC, the NYDFS, certain mortgage agencies, and, with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the effective time of the 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 joint proxy statement/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, before or after shareholder approval, as applicable, 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 [●].

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

If the merger is not completed for any reason, including as a result of NYCB stockholders failing to approve the NYCB share issuance proposal or Flagstar shareholders failing to approve the Flagstar merger proposal, 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,

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filing, printing and mailing this joint proxy statement/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.

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 [●] 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 [●] and [●] 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 [●] for a discussion of the different rights associated with NYCB common stock.

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

NYCB and Flagstar have incurred and expect 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 $220 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 additional costs to maintain employee morale and to retain key employees. NYCB and Flagstar will also 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 [●].

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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 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, 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 [                ] percent ([        ]%) of the outstanding shares of NYCB common stock immediately after the merger and current NYCB stockholders as a group are estimated to own approximately [                ] percent ([        ]%) of the fully diluted 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 [                ] 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 is currently listed on the NYSE, a national securities exchange, and is expected to continue to be so listed on the record date for the Flagstar special meeting. In addition, Flagstar shareholders will receive shares of NYCB common stock as 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.

Shareholder or stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of NYCB and Flagstar.

NYCB stockholders and/or Flagstar shareholders may file lawsuits against NYCB, Flagstar and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the holdco merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting NYCB or Flagstar defendants from completing

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the merger, the holdco merger, 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 any cost associated with the indemnification of directors and officers of each company. NYCB and Flagstar may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of NYCB and Flagstar and could prevent or delay the completion of the merger.

The COVID-19 pandemic’s impact on NYCB’s business and operations following the completion of the merger is uncertain.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of NYCB following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on NYCB’s business, and there is no guarantee that efforts by NYCB to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, NYCB may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

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, 2020, NYCB’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2021 and in other documents that are attached as annexes to this joint proxy statement/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, 2020, Flagstar’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2021 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page [●] of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE NYCB SPECIAL MEETING

This section contains information for NYCB stockholders about the special meeting that NYCB has called to allow NYCB stockholders to consider and vote on the NYCB share issuance proposal and other related matters. This joint proxy statement/prospectus is accompanied by a notice of the NYCB special meeting, and a form of proxy card that the NYCB board of directors is soliciting for use by NYCB stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The NYCB special meeting will be held virtually via the internet on [                ], 2021 at [                ], Eastern Time. Due to the continuing public health impact of the COVID-19 pandemic and to support the well-being of our stockholders and employees, the NYCB special meeting will be held in a virtual meeting format conducted via webcast.

Matters to Be Considered

At the NYCB special meeting, NYCB stockholders will be asked to consider and vote upon the following proposals:

Recommendation of NYCB’s Board of Directors

The NYCB board of directors recommends that you vote “FOR” the NYCB share issuance proposal and “FOR” the NYCB adjournment proposal. See “The Merger—NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors” beginning on page [●] for a more detailed discussion of the NYCB board of directors’ recommendation.

Record Date and Quorum

The NYCB board of directors has fixed the close of business on [                ], 2021 as the record date for the determination of holders of NYCB common stock entitled to notice of and to vote at the NYCB special meeting. As of the NYCB record date, there were [                ] shares of NYCB common stock outstanding.

Holders of a majority of the shares of NYCB common stock outstanding on the record date must be present, either in attendance virtually via the NYCB special meeting website or by proxy, to constitute a quorum at the NYCB special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the NYCB special meeting via the NYCB special meeting website, your shares of NYCB common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Subject to the NYCB Limit, each share of NYCB common stock entitles the holder of record as of the NYCB record date to one vote at the NYCB special meeting on each proposal to be considered at the NYCB special meeting.

As of the close of business on the NYCB record date, NYCB directors and executive officers and their affiliates owned and were entitled to vote approximately [                ] shares of NYCB common stock, representing less than [                ] percent ([    ]%) of the outstanding shares of NYCB common stock. We currently expect that NYCB’s directors and executive officers will vote their shares in favor of the NYCB share issuance proposal and the NYCB adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Vote Required; Treatment of Abstentions and Failure to Vote

NYCB Share Issuance Proposal:

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NYCB Adjournment Proposal:

Holders of NYCB preferred stock are not entitled to and are not requested to vote at the NYCB special meeting.

Attending the Virtual Special Meeting

The NYCB special meeting may be accessed via the NYCB special meeting website, where NYCB stockholders will be able to listen to the NYCB special meeting, submit questions and vote online. You are entitled to attend the NYCB special meeting via the NYCB special meeting website only if you were a stockholder of record at the close of business on the record date (a “record holder”) or you held your NYCB shares beneficially in the name of a broker, bank or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the NYCB special meeting.

If you are a record holder you will be able to attend the NYCB special meeting online, ask questions and vote during the meeting by visiting [                ] and following the instructions. The password for the meeting, if requested, is [                ]. Please have your 16-digit control number, which can be found on your notice, proxy card or voting instruction card, to access the meeting. If you are a beneficial owner, you also will be able to attend the NYCB special meeting online, ask questions and vote during the meeting by visiting [                ] and following the instructions. The password for the meeting, if requested, is [                ]. Please have your 16-digit control number, which can be found on your notice, proxy card or voting instruction card, to access the meeting. Please review this information prior to the NYCB special meeting to ensure you have access.

See—“Shares Held in Street Name” below for further information.

Stockholders will have substantially the same opportunities to participate in the virtual NYCB special meeting as they would have at a physical, in-person meeting. Stockholders as of the record date will be able to attend, vote, examine the stockholder list, and submit questions during a portion of the meeting via the online platform. To ensure the NYCB special meeting is conducted in a manner that is fair to all stockholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the NYCB special meeting’s limited purpose.

Technical assistance will be available for stockholders who experience an issue accessing the NYCB special meeting. Contact information for technical support will appear on the NYCB special meeting website prior to the start of the NYCB special meeting.

Proxies

A holder of NYCB common stock may vote by proxy or at the NYCB special meeting via the NYCB special meeting website. If you hold your shares of NYCB common stock in your name as a record holder, to submit a proxy, you, as a holder of NYCB common stock, may use one of the following methods:

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NYCB requests that NYCB stockholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to NYCB as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of NYCB common stock represented by it will be voted at the NYCB special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the NYCB share issuance proposal and “FOR” the NYCB adjournment proposal.

If you are a beneficial owner, the holder should check the voting form used by your broker, bank or other nominee to determine whether the holder may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the NYCB special meeting virtually via the NYCB special meeting website. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally via the NYCB special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If your shares are held in “street name” through a broker, bank or other nominee, you must instruct the broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your broker, bank or other nominee.

Further, brokers, banks or other nominees who hold shares of NYCB common stock on behalf of their customers may not give a proxy to NYCB to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on the proposals that will be voted upon at the NYCB special meeting, including the NYCB share issuance proposal and the NYCB adjournment proposal.

Revocability of Proxies

If you directly hold shares of NYCB common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at your meeting. You can do this by:

If your shares are held by a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Attendance virtually at the NYCB special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by NYCB after the vote will not affect the vote. NYCB’s corporate secretary’s mailing address is: 615 Merrick Avenue, Westbury, New York 11590. If the NYCB virtual special meeting is postponed or adjourned, it will not affect the ability of NYCB stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to NYCB stockholders residing at the same address, unless such NYCB stockholders have notified NYCB of their desire to receive multiple copies of the joint proxy statement/prospectus.

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NYCB will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any NYCB stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed NYCB’s proxy solicitor, [                ], by calling toll-free at [                ].

Solicitation of Proxies

NYCB and Flagstar will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, NYCB has retained [                ], and will pay [                ] a fee of $[                ] plus reasonable expenses for these services. NYCB and its proxy solicitor may also request brokers, banks and other nominees holding shares of NYCB common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of NYCB. No additional compensation will be paid to our directors, officers or employees for solicitation.

Other Matters to Come Before the NYCB Special Meeting

NYCB management knows of no other business to be presented at the NYCB special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the NYCB board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding NYCB’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Investor Relations, NYCB, 615 Merrick Avenue, Westbury, New York 11590, telephone (516) 682-4420, e-mail ir@mnycb.com, or NYCB’s proxy solicitor, [                ], at the following address: [                ], or by calling toll-free: [                ].

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NYCB PROPOSALS

Proposal 1: NYCB Share Issuance Proposal

Pursuant to the merger agreement, NYCB is asking NYCB stockholders to approve the issuance of NYCB common stock to Flagstar shareholders. NYCB stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the NYCB board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of NYCB and its stockholders and unanimously adopted and approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement. See “The Merger—NYCB’s Reasons for the Merger; Recommendation of the NYCB Board of Directors” beginning on page [●] for a more detailed discussion of the NYCB board of directors’ recommendation.

The NYCB board of directors unanimously recommends a vote “FOR” the NYCB share issuance proposal.

Proposal 2: NYCB Adjournment Proposal

The NYCB special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the NYCB special meeting to approve the NYCB share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to NYCB stockholders. If, at the NYCB special meeting, the number of shares of NYCB common stock present or represented and voting in favor of the NYCB share issuance proposal is insufficient to approve the NYCB share issuance proposal, NYCB intends to move to adjourn the NYCB special meeting in order to enable the NYCB board of directors to solicit additional proxies for approval of the NYCB share issuance proposal, as the case may be. In that event, NYCB will ask NYCB stockholders to vote upon the NYCB adjournment proposal, but not the NYCB share issuance proposal.

In this proposal, NYCB is asking NYCB stockholders to authorize the holder of any proxy solicited by the NYCB board of directors, on a discretionary basis, if a quorum is not present, and (i) if there are not sufficient votes at the time of the NYCB special meeting to approve the NYCB share issuance proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to NYCB stockholders, to vote in favor of adjourning the NYCB special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from NYCB stockholders who have previously voted. Pursuant to the NYCB bylaws, the NYCB special meeting may be adjourned without new notice being given.

The approval of the NYCB adjournment proposal by NYCB stockholders is not a condition to the completion of the merger.

The NYCB board of directors unanimously recommends a vote “FOR” the NYCB adjournment proposal.

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THE FLAGSTAR SPECIAL MEETING

This section contains information for Flagstar shareholders about the special meeting that Flagstar has called to allow Flagstar shareholders to consider and vote on the Flagstar merger proposal and other related matters. This joint proxy statement/prospectus is accompanied by a notice of the Flagstar special meeting, and a form of proxy card that the Flagstar board of directors is soliciting for use by Flagstar shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Flagstar special meeting will be held virtually via the internet on [                ], 2021 at [                ], Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our shareholders, employees and community, the Flagstar special meeting will be held in a virtual-only format conducted via live webcast.

Matters to Be Considered

At the Flagstar special meeting, Flagstar shareholders will be asked to consider and vote upon the following proposals:

Recommendation of Flagstar’s Board of Directors

The Flagstar board of directors recommends that you vote “FOR” the Flagstar merger proposal, “FOR” the Flagstar compensation proposal and “FOR” the Flagstar adjournment proposal. See “The Merger—Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors” beginning on page [●] for a more detailed discussion of the Flagstar board of directors’ recommendation.

Record Date and Quorum

The Flagstar board of directors has fixed the close of business on [                ], 2021 as the record date for determination of Flagstar shareholders entitled to notice of and to vote at the Flagstar special meeting. As of the record date, there were [                ] shares of Flagstar common stock outstanding.

Holders of a majority of the outstanding shares of Flagstar common stock entitled to vote at the Flagstar special meeting must be present, either in attendance virtually via the Flagstar special meeting website or by proxy, to constitute a quorum at the Flagstar special meeting. If you fail to submit a proxy prior to the special meeting, or to vote at the Flagstar special meeting via the Flagstar special meeting website, your shares of Flagstar common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum.

At the Flagstar special meeting, each share of Flagstar common stock is entitled to one vote on all matters properly submitted to Flagstar shareholders.

As of the close of business on the Flagstar record date, Flagstar directors and executive officers and their affiliates owned and were entitled to vote approximately [                ] shares of Flagstar common stock, representing less than [                ] percent ([                ]%) of the outstanding shares of Flagstar common stock. We currently expect that Flagstar’s directors and executive officers will vote their shares in favor of the Flagstar merger proposal, the Flagstar compensation proposal and the Flagstar adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Vote Required; Treatment of Abstentions and Failure to Vote

Flagstar Merger Proposal:

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Flagstar Compensation Proposal:

Flagstar Adjournment Proposal:

Attending the Virtual Special Meeting

The Flagstar special meeting may be accessed via the Flagstar special meeting website, where Flagstar shareholders will be able to listen to the Flagstar special meeting, submit questions and vote online. You are entitled to attend the Flagstar special meeting via the Flagstar special meeting website only if you were a shareholder of record at the close of business on the record date (a “record holder”) or you held your Flagstar shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), and you hold a valid legal proxy for the Flagstar special meeting.

If you are a record holder you will be able to attend the Flagstar special meeting online, ask questions and vote during the meeting by visiting [                ] and following the instructions. Please have your 16-digit control number, which can be found on your proxy card or notice previously received, to access the meeting. If you are a beneficial owner and you have a valid legal proxy for the Flagstar special meeting, you also will be able to attend the Flagstar special meeting online, ask questions and vote during the meeting. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Flagstar special meeting to ensure you have access.

See “—Shares Held in Street Name” below for further information.

Shareholders will have substantially the same opportunities to participate in the virtual Flagstar special meeting as they would have at a physical, in-person meeting. Shareholders of record as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform. To ensure the Flagstar special meeting is conducted in a manner that is fair to all shareholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the Flagstar special meeting’s limited purpose.

Technical assistance will be available for shareholders who experience an issue accessing the Flagstar special meeting. Contact information for technical support will appear on the Flagstar special meeting website prior to the start of the Flagstar special meeting.

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Proxies

A holder of Flagstar shares may vote by proxy or at the Flagstar special meeting via the Flagstar special meeting website. If you hold your shares of Flagstar common stock in your name as a record holder, to submit a proxy, you, as a holder of Flagstar common stock, may use one of the following methods:

Flagstar requests that Flagstar shareholders vote by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to Flagstar as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Flagstar common stock represented by it will be voted at the Flagstar special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Flagstar merger proposal, “FOR” the Flagstar compensation proposal and “FOR” the Flagstar adjournment proposal.

If you are a beneficial owner, you should check the voting form used by that firm to determine whether you may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Flagstar special meeting virtually via the Flagstar special meeting website. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally via the Flagstar special meeting website at the meeting because you may revoke your proxy at any time before it is voted.

Shares Held in Street Name

If you are a beneficial owner and you have a valid proxy for the Flagstar special meeting, you will be able to attend the Flagstar special meeting online, ask questions and vote during the meeting by visiting [                ] and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please contact your bank, broker, trustee or other nominee to obtain further instructions.

If you do not attend the Flagstar special meeting and wish to vote, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares on behalf of their customers may not give a proxy to Flagstar to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Flagstar special meeting, including the Flagstar merger proposal, the Flagstar compensation proposal and the Flagstar adjournment proposal.

Revocability of Proxies

If you directly hold shares of Flagstar common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the Flagstar special meeting. You can do this by:

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If you are a beneficial owner of Flagstar common stock, you may change your vote by:

Attendance virtually at the Flagstar special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Flagstar after the vote will not affect the vote. Flagstar’s corporate secretary’s mailing address is 5151 Corporate Drive, Troy, Michigan 48098. If the Flagstar virtual special meeting is postponed or adjourned, it will not affect the ability of Flagstar shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Flagstar shareholders residing at the same address, unless such Flagstar shareholders have notified Flagstar of their desire to receive multiple copies of the joint proxy statement/prospectus.

Flagstar will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any holder of Flagstar common stock residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Flagstar’s proxy solicitor, Equiniti (US) Services LLC, by calling toll-free at 833-434-0274.

Solicitation of Proxies

Flagstar and NYCB will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Flagstar has retained Equiniti (US) Services LLC, for a fee of $8,000 plus reimbursement of certain costs and expenses incurred in connection with the solicitation. Flagstar and its proxy solicitor will also request banks, brokers, trustees and other intermediaries holding shares of Flagstar common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Flagstar. No additional compensation will be paid to Flagstar’s directors, officers or employees for solicitation.

You should not send in any Flagstar stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to Flagstar shareholders as soon as practicable after completion of the merger.

Other Matters to Come Before the Flagstar Special Meeting

Flagstar management knows of no other business to be presented at the Flagstar special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Flagstar board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Flagstar’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Investor Relations, Flagstar at 5151 Corporate Drive, Troy, Michigan 48098, telephone (248) 312-5741, or Flagstar’s proxy solicitor, Equiniti (US) Services LLC, by calling toll-free 833-434-0274.

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FLAGSTAR PROPOSALS

Proposal 1: Flagstar Merger Proposal

Pursuant to the merger agreement, Flagstar is asking Flagstar shareholders to approve the merger agreement and the transactions contemplated thereby, including the merger. Flagstar shareholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Flagstar board of directors, by a unanimous vote of all directors, adopted the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Flagstar and Flagstar shareholders. See “The Merger—Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors” beginning on page [●] for a more detailed discussion of the Flagstar board of directors’ recommendation.

The approval of the Flagstar merger proposal by Flagstar shareholders is a condition to the completion of the merger.

The Flagstar board of directors unanimously recommends a vote “FOR” the Flagstar merger proposal.

Proposal 2: Flagstar Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Flagstar is seeking a non-binding, advisory stockholder approval of the compensation of Flagstar’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Flagstar’s Named Executive Officers in Connection with the Merger—Golden Parachute Compensation” beginning on page [●]. The proposal gives Flagstar shareholders the opportunity to express their views on the merger-related compensation of Flagstar’s named executive officers.

Accordingly, Flagstar is asking Flagstar shareholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Flagstar named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of Certain Flagstar Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Flagstar’s Named Executive Officers in Connection with the Merger—Golden Parachute Compensation,” are hereby APPROVED.”

The advisory vote on the Flagstar compensation proposal is a vote separate and apart from the votes on the Flagstar merger proposal and the Flagstar adjournment proposal. Accordingly, if you are a holder of Flagstar common stock, you may vote to approve the Flagstar merger proposal and/or the Flagstar adjournment proposal and vote not to approve the Flagstar compensation proposal, and vice versa. The approval of the Flagstar compensation proposal by Flagstar shareholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to Flagstar’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Flagstar shareholders fail to approve the advisory vote regarding merger-related compensation.

The Flagstar board of directors unanimously recommends a vote “FOR” the advisory Flagstar compensation proposal.

Proposal 3: Flagstar Adjournment Proposal

The Flagstar special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Flagstar special meeting to approve the Flagstar merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Flagstar shareholders.

If, at the Flagstar special meeting, the number of shares of Flagstar common stock present or represented and voting in favor of the Flagstar merger proposal is insufficient to approve the Flagstar merger proposal, Flagstar intends to move to adjourn

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the Flagstar special meeting in order to enable the Flagstar board of directors to solicit additional proxies for approval of the Flagstar merger proposal. In that event, Flagstar will ask Flagstar shareholders to vote upon the Flagstar adjournment proposal, but not the Flagstar merger proposal or the Flagstar compensation proposal.

In this proposal, Flagstar is asking Flagstar shareholders to authorize the holder of any proxy solicited by the Flagstar board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the Flagstar special meeting to approve the Flagstar merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Flagstar shareholders, to vote in favor of adjourning the Flagstar special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Flagstar shareholders who have previously voted. Pursuant to the Flagstar bylaws, the Flagstar special meeting may be adjourned without new notice being given unless the adjournment is for more than 30 days or if a new record date is set for the adjourned meeting.

The approval of the Flagstar adjournment proposal by Flagstar shareholders is not a condition to the completion of the merger.

The Flagstar board of directors unanimously recommends a vote “FOR” the Flagstar adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

New York Community Bancorp, Inc.

NYCB is a Delaware corporation and the bank holding company for NYCB Bank. Formerly known as Queens County Savings Bank, NYCB Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, at which date NYCB completed its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share ($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004). As of March 31, 2021, NYCB had consolidated total assets of $57.7 billion, deposits of $34.2 billion and stockholders’ equity of $6.8 billion. NYCB had 2,956 employees as of March 31, 2021.

Established in 1859, NYCB Bank is a New York State-chartered savings bank with 237 branches as of March 31, 2021 that currently operates through eight local divisions, each with a history of strength and service: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank in New York; Garden State Community Bank in New Jersey; Ohio Savings Bank in Ohio; and AmTrust Bank in Florida and Arizona. NYCB Bank 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. In addition to multifamily loans, which are NYCB Bank’s principal asset, NYCB Bank originates CRE loans (primarily in New York City), specialty finance loans and leases, and, to a much lesser extent, ADC loans, and C&I loans (typically made to small and mid-size business in Metro New York).

NYCB’s common stock is traded on the NYSE under the symbol “NYCB.” The principal executive offices of NYCB are located at 615 Merrick Avenue, Westbury, New York 11590, and its telephone number is (516) 683-4100.

Flagstar Bancorp, Inc.

Flagstar is a savings and loan holding company incorporated under the state laws of Michigan. Flagstar is the holding company for Flagstar Bank, a federally chartered stock savings bank founded in 1987. As of March 31, 2021, Flagstar had consolidated total assets of $29.4 billion, deposits of $19.4 billion and stockholders’ equity of $2.4 billion. Flagstar had 5,418 full-time equivalent employees as of March 31, 2021.

The principal business of Flagstar is to provide, primarily through its principal subsidiary Flagstar Bank, commercial and consumer banking services. As of March 31, 2021, Flagstar is the sixth largest bank mortgage originator in the nation and the sixth largest subservicer of mortgage loans nationwide. The relationship-based business model leverages Flagstar Bank’s full-service bank’s capabilities and national mortgage platform to create and build financial solutions for its customers. At March 31, 2021, Flagstar operated 158 full service banking branches that offer a full set of banking products to consumer, commercial and government customers. Its bank branch footprint spans Michigan, Indiana, California, Wisconsin and Ohio.

Flagstar originates mortgages through a network of brokers and correspondents in all 50 states and its own loan officers, which includes its direct lending team, from 87 retail locations and three call centers. Flagstar is also a leading national servicer of mortgage loans and provides complementary ancillary offerings including MSR lending, servicing advance lending and MSR recapture services.

Flagstar’s common stock is traded on the NYSE under the symbol “FBC.” The principal executive offices of Flagstar are located at 5151 Corporate Drive, Troy, Michigan 48098, and its telephone number is (248) 312-2000.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of NYCB, is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Flagstar, with Flagstar surviving as a direct, wholly owned subsidiary of NYCB and the separate corporate existence of Merger Sub will cease.

Its principal executive office is located at c/o New York Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590 and its telephone number is (516) 683-4100.

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