Flagstar Financial enters voting agreements to support merger with Flagstar Bank

Flagstar Financial, Inc. (NYSE:FLG) announced Friday that it has entered into voting agreements with affiliates of Liberty 77 Capital L.P., Hudson (NYSE:HUD) Bay Capital Management, LP, and Reverence Capital Partners (WA:CPAP), L.P. As of Monday, these investors collectively held 145,670,546 shares, representing approximately 35.05% of Flagstar Financial’s outstanding common stock.

According to a statement based on a Securities and Exchange Commission filing, the voting agreements are connected to Flagstar Financial’s previously announced internal reorganization. The plan involves merging Flagstar Financial with its wholly owned bank subsidiary, Flagstar Bank, N.A., with Flagstar Bank as the surviving entity.

Under the terms of the agreements, each investor has committed to vote in favor of the merger proposal, a conversion proposal, and an adjournment proposal at a special shareholder meeting scheduled for October 15, 2025, as outlined in the company’s definitive proxy statement filed Friday. The voting agreements are subject to certain limitations specified in the documents.

In addition, Flagstar Financial and Flagstar Bank entered into an amended and restated agreement and plan of merger Friday. The amendment provides clarifications regarding the treatment of the company’s outstanding warrants for Series D Non-Voting Common Equivalent Preferred Stock in connection with the merger.

The agreements and the amended merger plan were filed as exhibits to the company’s Form 8-K with the SEC.

In other recent news, Flagstar Financial Inc. disclosed its second-quarter earnings for 2025, reporting an adjusted net loss of $0.14 per diluted share. This result aligned with analyst expectations. However, the company’s revenue came in at $496 million, which did not meet the anticipated $519.38 million. These developments are noteworthy for investors tracking Flagstar Financial’s performance. There were no reports of mergers or acquisitions involving the company. Additionally, no analyst upgrades or downgrades were noted in the recent news. The focus remains on the company’s financial results, which are crucial for stakeholders.

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