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• ANNOUNCES PLANS TO ELIMINATE BANK HOLDING COMPANY
• STRONG C&I MOMENTUM AS NEW LOAN ORIGINATIONS INCREASE 57% AND NEW COMMITMENTS RISE 80% ON A LINKED-QUARTER BASIS
• CRITICIZED & CLASSIFIED ASSETS DECLINE 9% FROM PRIOR QUARTER AND 15% OVER FIRST HALF OF YEAR
• CREDIT COSTS MODERATING AS PROVISION FOR CREDIT LOSSES DECLINED COMPARED TO FIRST QUARTER
• RECORD PAR PAYOFFS INCLUDING 45% IN SUBSTANDARD LOANS DRIVE CRE EXPOSURE LOWER
• DISCIPLINED EXPENSE MANAGEMENT PUSHES ADJUSTED OPERATING EXPENSES DOWN 5% COMPARED TO PRIOR QUARTER - ON TRACK TO MEET EXPENSE SAVE GOALS
• NET INTEREST MARGIN INCREASED COMPARED TO PRIOR QUARTER
• MAINTAINED STRONG CAPITAL AND LIQUIDITY POSITIONS

HICKSVILLE, N.Y., July 25, 2025 /PRNewswire/ -- Flagstar Financial, Inc. (NYSE: FLG) ("the Company"), today reported results for the three- and six-months ended June 30, 2025. Second quarter 2025 results, on an operating basis improved significantly compared to both the linked-quarter and year-earlier periods. The second quarter 2025 net loss was $70 million compared to a net loss of $100听尘颈濒濒颈辞苍 for the first quarter 2025, a 30% improvement and compared to a net loss of $323 million for the second quarter 2024, a $253听尘颈濒濒颈辞苍 or 78% improvement. The net loss attributable to common stockholders for the second quarter 2025 was $78 million, or $0.19 per diluted share, compared to a net loss attributable to common stockholders of $108听尘颈濒濒颈辞苍, or $0.26 per diluted share for the first quarter 2025, a 28% improvement and compared to a net loss attributable to common stockholders of $333 million, or $1.14 per diluted share for the second quarter 2024, a 77% improvement.

The Company's six month results reflect a similar improvement, on an operating basis. For the six months ended June 30, 2025, the Company reported a net loss of $170听尘颈濒濒颈辞苍 compared to a net loss of $650听尘颈濒濒颈辞苍 for the six months ended June 30, 2024, a $480听尘颈濒濒颈辞苍 or 74% improvement. The net loss attributable to common stockholders for the six months ended June 30, 2025 was $186听尘颈濒濒颈辞苍 or $0.45 per diluted share compared to a net loss attributable to common stockholders for the six months ended June 30, 2024 of $668听尘颈濒濒颈辞苍 or $2.48 per diluted share.

CEO COMMENTARY听

Commenting on the Company's second quarter 2025 performance, Chairman, President, and Chief Executive Officer, Joseph M. Otting stated, "I am very pleased with the progress the Company made during the second quarter across multiple fronts as we continued to execute on our successful strategy of transforming Flagstar into a top-performing, well-diversified regional bank. We made further gains on our C&I and Private Bank growth strategy, our credit quality metrics continue to improve, we continued to lower our operating expenses, reduced our commercial real estate exposure, and we also increased our net interest margin. As a result, our earnings profile during the quarter improved, as the second quarter net loss narrowed significantly compared to both the second quarter of last year and the first quarter of this year, while our net revenues, pre-provision for loan losses, turned positive during the quarter. This bodes well for our expected return to profitability in the fourth quarter of this year.

"During the second quarter, we made tremendous progress in our C&I business, funding $1.2 billion of new loans, up nearly 57% compared to our first quarter funding levels. Importantly, we grew C&I loans in our two focus areas - Specialized Industries and Corporate/Regional Commercial Banking - by a combined $422听million, up about 12% compared to the previous quarter. In addition, we added 47 bankers and credit staff during the quarter, all from large regional banks, and plan to hire an additional 40 to 50 bankers during the second half of the year.

"We also made further headway on reducing the level of our multi-family and commercial real estate exposure, due to record par payoffs of $1.5 billion. This is a primary reason why our total CRE balances are down 5% compared to the first quarter and 16% since the end of 2023. In addition, we continued to improve our credit quality. Overall, non-accrual loans were down slightly compared to the previous quarter - the first quarter in over a year that non-accrual loans have been stable or down. More importantly, criticized assets decreased $1.3 billion or 9% quarter over quarter and are down 15% or $2.2 billion for the first six months of the year.

"In addition to the progress made on the financial front this quarter, yesterday afternoon we announced plans to enhance our corporate structure by merging the holding company into the Bank with Flagstar Bank, N.A. becoming the surviving entity. In addition to simplifying our corporate structure, this action is expected to further reduce costs, streamline various functions across the organization, and eliminate redundant corporate activities and duplicative supervision and regulation.

"We have made great strides during the first half of the year and anticipate further progress over the remainder of the year. As always, I would like to thank all of our teammates for their efforts and collaboration. It's a team effort and together we will transform Flagstar into one of the best performing regional banks in the country."

BALANCE SHEET SUMMARY AS OF JUNE 30, 2025

At June听30, 2025, total assets were $92.2 billion, down $5.4 billion or 6% versus March听31, 2025 and down $7.9 billion or 8% versus December听31, 2024. Both the linked-quarter decline and the decline from year-end 2024 were driven by a decrease in total loans and leases held for investment ("HFI") and in cash balances, offset by growth in available-for-sale ("AFS") investment securities, as the Company continues to redeploy excess cash into higher earning assets. Accordingly, AFS investment securities rose $2.0 billion or 16% to $14.8 billion on a linked-quarter basis and up $4.4 billion or 43% since year-end 2024.

Total loans and leases HFI at June听30, 2025 were $64.1 billion, down $2.5 billion or 4% on a linked-quarter basis and down $4.2 billion or 6% versus December听31, 2024. The multi-family loan portfolio declined $1.5 billion or 5% to $31.9 billion on a linked-quarter basis and declined $2.2 billion or 6% versus December听31, 2024. The CRE portfolio decreased $874 million or 8% on a linked-quarter basis to $10.6 billion and declined $1.2 billion or 10% versus December听31, 2024. The linked-quarter decrease was primarily the result of par payoffs and maturities of $1.5 billion during the second quarter; the decline since year-end 2024 was also primarily due to par payoffs of $2.3 billion.听The decrease in both of these portfolios is in line with the Company's ongoing strategy to reduce its overall exposure to multi-family and CRE loans to diversify the loan portfolio.

Our new C&I lending teams had another strong quarter of production. During the second quarter, new credit commitments increased to $1.9 billion, up 80% compared to $1.0 billion in the first quarter and up 139% compared to $789 million in the fourth quarter of 2024. Of these amounts, we funded $1.2 billion during the second quarter, up 57% compared to $769 million in the first quarter and up 123% compared to $542 million in the fourth quarter of 2024. Our primary focus areas of Specialized Industries and Corporate/Regional Commercial Banking grew $422 million or 12% compared to the first quarter.

Overall, however, total C&I loans declined $316 million or 2% on a linked-quarter basis to $14.4 billion and declined $950 million or 6% versus December听31, 2024. During the first six months of the year, the Company had pay-offs in several legacy C&I businesses, as it took deliberate steps to de-risk certain outsized credits by reducing hold limits and exiting lower risk rated and less profitable credits.

Total deposits at June听30, 2025 were $69.7 billion, a $4.2 billion or 6% linked-quarter decrease and $6.1 billion or 8% decrease versus December听31, 2024. Both declines were primarily the result of the Company's disciplined deposit pricing approach, which led to a reduction in high-cost certificates of deposit ("CDs") and mortgage escrow-related deposits.

CDs decreased $1.7 billion or 6% to $24.2 billion on a linked-quarter basis and decreased $3.1 billion or 11% versus December 31, 2024. Both the linked-quarter and year-to-date declines in CDs were primarily driven by a decline in brokered CDs, as part of the Company's strategy to reduce higher cost funding. The decline in brokered CDs was partially offset by growth in short-term retail CDs with rates in the low 4% range. During the second quarter, the Company paid off $2.2 billion in brokered CDs at a weighted average cost of 4.92%. On a year-to-date basis, the Company reduced brokered deposits by $4.1 billion with a weighted average cost of 4.97%. These various declines led to an 11 basis point quarter-over-quarter improvement in the second quarter cost of deposits.

At June听30, 2025, wholesale borrowings totaled $12.2 billion, down $1.0 billion or 8% on a linked-quarter basis and down $1.3 billion or 9% versus December听31, 2024. After rebuilding our liquidity position over the course of 2024 through deposit growth and asset sales, we paid down wholesale borrowings, primarily Federal Home Loan Bank of New York ("FHLB-NY") advances, in the second half of 2024. This continued in the second quarter 2025, as the Company paid off $1 billion of FHLB-NY advances that matured during the quarter.

NET INCOME (LOSS) | NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS - AS ADJUSTED

In addition to $14 million of merger-related expenses, second quarter 2025 results included several notable items including $2 million in severance costs related to branch closures, $7 million in lease cost acceleration related to previously disclosed branch closures, and $3 million in trailing costs related to the sale of our mortgage servicing/sub-servicing and third-party origination business.

Adjusted for these items, the net loss for second quarter 2025 was $52 million and the net loss attributable to common stockholders was $60 million or $0.14 per diluted share. This compares to a first quarter 2025 net loss, as adjusted, of $86 million and a net loss attributable to common stockholders of $94 million or $0.23 per diluted share. Second quarter 2024 net loss and net loss attributable to common stockholders, as adjusted for merger-related expenses, was $298 million and $308 million or $1.05 per diluted share, respectively.

For the first six months of 2025, the Company also had several notable items, including $22 million in merger-related expenses, $12 million in lease cost acceleration related to branch closures, $8 million in trailing costs related to the sale of our mortgage servicing/sub-servicing business, and $2 million in severance costs related to branch closures and employee reduction actions. As adjusted for these items, the Company reported a net loss of $138 million and a net loss attributable to common stockholders of $154 million or $0.37 per diluted share.

For the first six months of 2024, the Company reported a net loss of $472 million and a net loss attributable to common stockholders of $490 million or $1.82 per diluted share. Included in the six month 2024 results were $77 million of merger-related expenses and a $121 million reduction in the bargain purchase gain arising from the Signature transaction.

EARNINGS SUMMARY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Net Interest Income, Net Interest Margin, and Average Balance Sheet

Net Interest Income

Net interest income for the second quarter 2025 totaled $419听million, up $9听million, or 2%, compared to first quarter 2025 but down $138听million or 25% on a year-over-year basis. The linked-quarter increase was driven by a lower cost of funds along with a lower level of average interest-bearing liabilities, partially offset by lower average interest-earning assets and a modest improvement in the average yield. The year-over-year decline was driven by a smaller balance sheet partially offset by lower funding costs. The smaller balance sheet reflects the Company's strategic actions over the past year to reduce its focus on multi-family and CRE loans through loan sales and par payoffs, along with the sale of our mortgage warehouse business and mortgage servicing/sub-servicing and third-party origination businesses.

In addition, balances were impacted by a lower level of C&I loan balances as growth in our focus businesses (Specialized Industries and Corporate/Regional Commercial Banking) was offset by payoffs in other non-core, non-relationship businesses. As with the first quarter 2025, during the second quarter, the Company reinvested a portion of its cash position into higher yielding investment securities. The decrease in average loan balances was partially offset by a lower level of average deposits and average borrowed funds as the Company paid off brokered deposits and FHLB-NY advances during the quarter.

For the first six months of 2025, net interest income decreased $352听million or 30% to $829听million compared to $1.2听billion for the first six months of 2024. The year-over-year decline is due to the significant decline in average interest-earning assets along with a concurrent decline in the average yield. The decrease in average interest-earning assets was primarily driven by a decline in average loan balances due to the Company's strategy to reduce its exposure to multi-family and CRE loans and the sale of the mortgage warehouse business and the mortgage servicing/sub-servicing and third-party origination business during full-year 2024. This was partially offset by a decline in average interest-bearing liabilities, mainly the result of the Company paying off a substantial amount of wholesale borrowings and brokered deposits during 2024 and the first half of 2025.

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Net Interest Margin

During second quarter 2025, the Company's net interest margin ("NIM") increased compared to first quarter 2025. Second quarter 2025 NIM was 1.81%, up 7 basis points compared to first quarter 2025, but down 17 basis points compared to second quarter 2024. The linked-quarter improvement resulted from a 10 basis point decrease in the cost of average interest-bearing liabilities along with a 3 basis point improvement in the average interest-earning asset yield. Average interest-bearing deposits declined $1.7听billion or 3% to $60 billion along with an 11 basis point improvement in the average cost of interest-bearing deposits to 3.74%.

Average loan balances declined $2.4听billion or 3.50% to $65.8听billion on a linked-quarter basis, while the average loan yield increased 6 basis points to 5.12% due to loan yield resets. Average cash balances decreased $2.3听billion or 15.96% to $12.1 billion as cash was used to purchase investment securities and reduce higher cost funding. Average securities balances rose $2.1 billion or 16.09% to $15.2 billion and the average yield improved to 4.48%, down 11 basis point compared to first quarter 2025.

The year-over-year decline in the NIM was driven by several items including lower average loan balances, due to the Company's strategic actions to reduce its CRE concentration and sell certain non-core businesses. This was partially offset by the redeployment of cash into higher-yielding investment securities and a significant reduction in average wholesale borrowings, along with a lower cost of funds, as we proactively managed retail deposit costs lower and paid off higher cost brokered deposits and wholesale borrowings.

Average loans declined $17.4 billion or 21% to $65.8听billion, while the average yield declined 50 basis points to 5.12%. Average securities balances increased $3.1 billion or 25% to $15.2听billion, while the average yield decreased 20 basis points to 4.48%. Average wholesale borrowings dropped $14.5 billion or 51% to $14.1 billion while their average cost declined 58 basis points to 4.70%. Average deposits of $60.0 billion were unchanged on a year-over-year basis, however, the average cost of deposits declined 41 basis points to 3.74%.

For the first six months of 2025, the NIM was 1.77%, down 36 basis points compared to the first six months of 2024. The year-over-year decrease was largely the result of a smaller balance sheet driven by lower average loan balances offset partially by higher average securities balances and lower average borrowed funds. Average loan balances during the first six months of 2025 declined $16.7听billion or 20% to $67.0听billion compared to the first six months of 2024, while average securities balances increased $2.3 billion or 19% to $14.1 billion, while the average securities yield increased 4 basis points to 4.50%. The Company utilized a portion of its cash position to fund the securities purchases. Accordingly, average cash balances declined $2.9听billion or 18% to $13.2听billion, while the average yield decreased 106 basis points to 4.42%. Average borrowed funds declined $12.9听billion or 48% to $14.2听billion as the Company paid down FHLB-NY advances throughout 2024 and continuing into 2025. At the same time the average cost of borrowed funds decreased 61 basis points to 4.71%.

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Average Balance Sheet

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Provision for Credit Losses

For the second quarter 2025, the provision for credit losses decreased $15 million compared to the first quarter 2025. The decrease in the provision for credit losses is due to the strategic reduction in multi-family and CRE loan balances, non-core C&I loan portfolio, a reduction in criticized assets, recent appraisals, and ongoing credit reviews.

Net charge-offs for the second quarter 2025 totaled $117 million, relatively unchanged compared to first quarter 2025, but were down $232 million or 66% compared to second quarter 2024. Net charge-offs on an annualized basis represented 0.72% of average loans outstanding, compared to 0.68% of first quarter 2025 and compared to 1.68% during second quarter 2024.听

For the first six months of 2025, the provision for credit losses totaled $143 million compared to $705 million for the first six months of 2024, down $562 million or 80%.听 The year-over-year decrease was mainly the result of a significant decrease in net charge-offs primarily related to our multi-family and CRE portfolios, and stabilization in the allowance for credit losses.

For the first six months of 2025, net charge-offs totaled $232 million compared to $431 million for the first six months of 2024. Net charge-offs for the first six months of 2025 represented 0.70% of average loans outstanding compared to 1.06% of average loans outstanding for the first six months of 2024. The decrease was due to normalizing credit trends, including stabilizing property values and borrower financials.

Pre-Provision Net Revenue

The table below details the Company's PPNR and PPNR, as adjusted, which are non-GAAP measures, for the periods noted:

For the second quarter 2025, pre-provision net loss totaled $17听million compared to a pre-provision net loss of $42 million for first quarter 2025 and a pre-provision net loss of $34 million for second quarter 2024. Second quarter 2025 pre-provision net loss included $2 million in severance costs, $7听million in lease cost acceleration related to branch closures, and $3听million in trailing mortgage sale costs related to the sale of the mortgage servicing/sub-servicing and third-party origination business. As adjusted for these items and for $14 million in merger-related expenses, second quarter 2025 results would reflect PPNR of $9听million compared to a pre-provision net loss of $23 million for first quarter 2025 and PPNR of zero for second quarter 2024.

For the first six months of 2025, pre-provision net loss was $59 million compared to pre-provision net loss of $100 million for the first six months of 2024. The first six months of 2025 pre-provision net loss included several notable items including $2 million in severance costs, $12 million in lease cost acceleration, and $8 million in trailing mortgage sale costs. As adjusted for these items and for $22 million in merger-related expenses, the pre-provision net loss was $15 million compared to PPNR of $98 million for the first six months of 2024, which included a $121 million partial reversal of the bargain purchase gain arising from the Signature transaction, along with $77 million of merger-related expenses.

Non-Interest Income

Non-interest income in second quarter 2025 was $77听million, relatively unchanged compared to $80听million in the first quarter 2025 but down $37听million or 32% compared to second quarter 2024. On a linked-quarter basis, net gain on loan sales and securitizations declined $7听million or 54% to $6听million due to lower transaction volumes. This was offset by a $7听million or 23% increase in other income to $38听million. The year-over-year decline was largely due to the sale of our mortgage servicing/sub-servicing business which impacted loan origination income (within the fee income category), the net return on mortgage servicing rights ("MSRs") and loan administration income. Accordingly, the net return on MSRs was zero in second quarter 2025 compared to $19听million in the year-ago second quarter, while net loan administration income in second quarter 2025 was $1听million compared to a $5听million loss in the year-ago second quarter, and fee income was down $19听million or 46% to $22听million, largely due to a decline in loan origination income. This was partially offset by a $9听million or 31% year-over-year increase in other income to $38听million.

For the first six months of 2025, non-interest income totaled $157 million compared to $123 million for the first six months of 2024.听 Included in first six months of 2024 non-interest income was a partial reversal of the bargain purchase gain of $121 million related to the Signature transaction. As adjusted for these items, non-interest income for the first six months of 2025 was $157 million compared to $244 million for the first six months of 2024, a $87 million or 36% decline.

The year-over-year decline was driven by a $40 million decrease in the net return on MSRs to zero for the first six months of 2025, a $19 million or 50% decline in the net gain on loan sales and securitizations, a $6 million or 55% drop in net loan administration income, and a $31 million or 41% decline in fee income largely driven by the decline in loan origination income. Each of these decreases was due to the sale of our mortgage servicing/sub-servicing and third-party origination business. This was partially offset by an $11 million or 19% increase in other income.

Non-Interest Expense

Second quarter 2025听non-interest expense totaled $513听million, down $19听million or 4% on a linked-quarter basis and down $192听million or 27% on a year-over-year basis. Both the second and first quarters of 2025 include a number of notable items compared to no such items in second quarter 2024. Second quarter 2025 included $2 million of severance costs, $7听million of lease cost acceleration, and $3听million of trailing mortgage sale costs. As adjusted, for these items and excluding intangible amortization and merger-related expenses, second quarter 2025 operating听expenses totaled $460 million, down $25听million or 5% on a linked-quarter basis and down $178听million or 28% on a year-over-year basis.

The linked-quarter decreases were mainly driven by a $7听million or 3% decline in compensation and benefits expense, and a $14听million or 10% decline in general and administrative expenses. The year-over-year decline was the result of a $75听million or 24% decrease in compensation and benefits expense, a $50听million or 27% decline in general and administrative expenses, and a $42听million or 46% decline in FDIC insurance expense.

For the first six months of 2025, total non-interest expense was $1,045听million, down $359 million or 26% compared to the first six months of 2024. First half results include a number of notable items, such as听 $2 million in severance costs, $12 million of lease cost acceleration, and $8 million in trailing mortgage sale costs. As adjusted for these items and excluding intangible asset amortization and merger expenses, first six months of 2025 operating expenses were $946 million compared to $1.3 billion for first six months of 2024, down $313 million or 25%. The improvement was broad-based with declines in compensation and benefits, FDIC insurance expense, and general and administrative expense. Compensation and benefits expense decreased $164 million or 25% to $481 million; FDIC insurance expense declined $42 million or 30% to $99 million, and general and administrative expense declined $89 million or 24% to $280 million. Additionally, merger-related expenses decreased $55 million or 71% to $22 million.

Income Taxes

For the second quarter 2025, the Company reported a benefit for income taxes of $11听million compared to a benefit for income taxes of $21听million for the first quarter 2025 and a benefit of $101 million for the second quarter 2024. The effective tax rate for the second quarter 2025 was 12.9% compared to 17.8% for the first quarter 2025, and 23.7% for the second quarter 2024.

For the first six months of 2025, the Company reported an income tax benefit of $32听million compared to an income tax benefit of $155听million for the first six months of 2024.听 The effective tax rate for the first six months of 2025 was 15.9% compared to 19.3% for the first six months of 2024.

ASSET QUALITY

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Non-Accrual Loans

Non-performing assets were relatively stable on a linked-quarter basis. At June听30, 2025, total non-accrual loans, including held-for-sale, were $3,184 million, down $117 million or 4% compared to $3,301听million at March听31, 2025, but up $246 million or 7% compared to December 31, 2024. On a linked-quarter basis, a modest 1% increase in multi-family non-accrual loans was offset by declines in CRE non-accrual loans, C&I non-accrual loans, and a decline in non-accrual loans held-for-sale.

The increase compared to year-end 2024 was driven by higher multi-family non-accruals, partially offset by lower C&I non-accrual loans. The majority of the increase in multi-family non-accrual loans is related to the one previously disclosed borrower relationship that went on non-accrual status in first quarter 2025.

Total non-accrual loans HFI to total loans HFI were 4.96% at June听30, 2025 compared to 4.93% at March听31, 2025 and 2.60% at June听30, 2024.

Total Allowance for Credit Losses

The total allowance for credit losses including unfunded commitments was $1,162听million at June听30, 2025 compared to $1,215听million at March听31, 2025 and $1,326听million at June听30, 2024. The total allowance for credit losses on loans and leases at June听30, 2025 was $1,106 million compared to $1,168 million at March听31, 2025 and $1,268 million at June听30, 2024.

The total allowance for credit losses to total loans at June听30, 2025 was 1.81% compared to 1.82% at March听31, 2025 and 1.78% at June听30, 2024. The total allowance for credit losses on loans and leases to total loans HFI was 1.72% at June听30, 2025 compared to 1.75% at March听31, 2025 and 1.70% at June听30, 2024.

The allowance for credit losses in the second quarter 2025 declined slightly as a result of our ongoing focus on credit and declines in total loans, HFI, and stabilization in property values and borrower financials.

CAPITAL POSITION

The Company's regulatory capital ratios continue to exceed regulatory minimums to be classified as "Well Capitalized," the highest regulatory classification. The table below depicts the Company's and the Bank's regulatory capital ratios at those respective periods.

Flagstar Financial, Inc.

Flagstar Financial, Inc. is the parent company of Flagstar Bank, N.A., one of the largest regional banks in the country. The Company is headquartered in Hicksville, New York. At June听30, 2025, the Company had $92.2 billion of assets, $64.4 billion of loans, deposits of $69.7听billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 360 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast.

Post-Earnings Release Conference Call

The Company will host a conference call on July 25, 2025 at 8:00 a.m. (Eastern Time) to discuss its second quarter 2025 performance. The conference call may be accessed by dialing (888) 596-4144 (for domestic calls) or (646) 968-2525 (for international calls) and providing the following conference ID: 5857240. The live webcast will be available at ir.flagstar.com under Events.

A replay will be available approximately three hours following completion of the call through 11:59 p.m. on July 29, 2025 and may be accessed by calling (800) 770-2030 (domestic) or (609) 800-9909 (international) and providing the following conference ID: 5857240. In addition, the conference call will be webcast at ir.flagstar.com and archived through 5:00 p.m. on August 22, 2025.

Investor Contact:听 Salvatore J. DiMartino听 (516) 683-4286
Media Contact:听 Steven Bodakowski听 (248) 312-5872

Cautionary Statements Regarding Forward-Looking Language

This earnings release and the associated conference call may include forward鈥恖ooking statements by the Company and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to the Reorganization, our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of the Company's preferred stock; (k) the payment of dividends on shares of the Company's capital stock, including adjustments to the amount of dividends payable on shares of the Company's preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; (n) the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business; and (o) the impact of our recently announced proposed holding company reorganization transaction.

Forward鈥恖ooking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward鈥恖ooking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our forward鈥恖ooking statements. Furthermore, because forward鈥恖ooking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results.

Our forward鈥恖ooking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; recent turnover in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; changes in competitive pressures among financial institutions or from non鈥恌inancial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of the Company's operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management's attention from ongoing business operations and opportunities; the possibility that the Company may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. In addition, our forward-looking statements are subject to the following principal risks and uncertainties, among others, with respect to our recently announced proposed holding company reorganization transaction: the potential timing or consummation of the proposed transaction and receipt of regulatory approvals or determinations, or the anticipated benefits thereof, including, without limitation, future financial and operating results; risks and uncertainties related to the ability to obtain shareholder and regulatory approvals or determinations, or the possibility that such approvals or determinations may be delayed; the imposition by regulators of conditions or requirements that are not favorable to us; our ability to achieve anticipated benefits from the consolidation and regulatory determinations; and legislative, regulatory and economic developments that may diminish or eliminate the anticipated benefits of the consolidation.

More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10鈥怟 for the year ended December听31, 2024, and in other SEC reports we file. Our forward鈥恖ooking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC's website, .

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