8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2023

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31565	06-1377322
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

102 Duffy Avenue, Hicksville, New York 11801

(Address of principal executive offices)

(516) 683-4100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NYCB	New York Stock Exchange
Bifurcated Option Note Unit SecuritiES SM	NYCB PU	New York Stock Exchange
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value	NYCB PA	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 5, 2023, a notice (the “Notice”) of an impending “blackout period” for trading in New York Community Bancorp, Inc. (the “Company”) equity securities (“NYCB stock”) beginning on December 21, 2023, was issued to executive officers and directors of the Company pursuant Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002.

The blackout period, which is necessary to transfer the assets, recordkeeping and other services related to the Company’s Employee Savings Plan (the “401(k) Plan”) from the current administrator of the Plan, Pentegra Services, Inc., to Empower Retirement, LLC, is expected to begin at 4:00 pm Eastern Time on December 21, 2023, and is expected to be completed by the week of January 15, 2024, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company.

Under the Sarbanes-Oxley Act of 2002 and Regulation BTR of the Securities Exchange Act, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving NYCB stock (including NYCB preferred stock or options and other derivatives based on NYCB stock) during this blackout period, including transactions involving shares of NYCB stock that are held outside of the 401(k) Plan.

During the blackout period, and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period from, and may direct other inquiries about the blackout period to, Jan Klym, Assistant Corporate Secretary, New York Community Bancorp, Inc., 102 Duffy Avenue, Hicksville, New York 11801; telephone number: (248) 312-6029.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Special Black-Out Notice Concerning Limitations on Trading in New York Community Bancorp, Inc. Equity Securities
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 5, 2023	NEW YORK COMMUNITY BANCORP, INC.
	/s/ Salvatore DiMartino
	Salvatore DiMartino
	Executive Vice President
	Chief of Staff to the CEO

EX-99.1

Exhibit 99.1

Special Black-Out Notice Concerning Limitations on

Trading in New York Community Bancorp, Inc. Equity Securities

To: Executive Officers and Directors of New York Community Bancorp, Inc. (“NYCB”)

From: R. Patrick Quinn

Senior Executive Vice President, General Counsel and Corporate Secretary

Date: December 5, 2023

The purpose of this notice is to inform you of an impending “blackout period” for trading in NYCB equity securities (“NYCB stock”) due to the transition of the New York Community Bancorp, Inc. Employee Savings Plan and Flagstar 401(k) Plan (together, the “401(k) Plan”) to Empower Retirement, LLC (“Empower”), which is expected to begin on December 21, 2023, 4pm EST. This notice is provided to you pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002. This blackout period, which is described in more detail below, is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan to Empower.

Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of New York Community Bancorp, Inc. (“NYCB”) will generally be prohibited from engaging in transactions involving NYCB equity securities (including NYCB preferred stock or options and other derivatives based on NYCB stock) during this blackout period, including transactions involving shares of NYCB stock that are held outside of the 401(k) Plan.

If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

The blackout period is expected to begin at 4pm Eastern Time on December 21, 2023, and is expected to be completed by the week of January 15, 2024, provided, however, that the blackout period may be extended due to events that are beyond the control of NYCB. We will notify you of any changes that affect the duration of the blackout period. In addition, during the blackout period and for a period of two years after the end of the blackout period, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by contacting, in writing, Jan Klym at 5151 Corporate Drive, Troy, Michigan 48098, phone: 248-312-6029 or jan.klym@flagstar.com.

As a general matter, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of NYCB that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest.

The blackout covers transactions involving securities that you acquired in connection with service as a director or executive officer. This includes, among other things, securities acquired under a compensatory plan or contract (including restricted stock or restricted stock unit awards) or as a direct or indirect inducement to your employment or joining the Board of Directors. Securities acquired outside of an individual’s service as a director or executive officer (including shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).

There are certain exemptions to the blackout trading prohibition, including:

• Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout); and

• Bona fide gifts, bequests and transfers pursuant to domestic relations orders.

Please note that you are subject to a trading blackout from December 29, 2023 through January 25, 2024 under the NYCB Securities Trading Policy. Notwithstanding the expiration of the blackout period described in this notice, you will continue to be subject to restrictions under the Securities Trading Policy through January 25, 2024.

The rules summarized above are complex, and the application of the rules may be subject to interpretation in the context of a specific transaction. We therefore request that you contact Jan Klym at 5151 Corporate Drive, Troy, Michigan 48098, phone: 248-312-6029 or jan.klym@flagstar.com before engaging in any transaction involving NYCB stock during the blackout period, or if you believe that any transaction involving NYCB stock in which you have a pecuniary interest may occur during the blackout period.

Thank you in advance for your cooperation with these requirements.

XML

Document and Entity Information	Dec. 05, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	NEW YORK COMMUNITY BANCORP INC
Amendment Flag	false
Entity Central Index Key	0000910073
Document Type	8-K
Document Period End Date	Dec. 05, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-31565
Entity Tax Identification Number	06-1377322
Entity Address, Address Line One	102 Duffy Avenue
Entity Address, City or Town	Hicksville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11801
City Area Code	(516)
Local Phone Number	683-4100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	NYCB
Security Exchange Name	NYSE
Bifurcated Option Notes Unit Securities [Member]
Document And Entity Information [Line Items]
Security 12b Title	Bifurcated Option Note Unit SecuritiES SM
Trading Symbol	NYCB PU
Security Exchange Name	NYSE
Fixed To Floating Rate Series A Noncumulative Perpetual Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value
Trading Symbol	NYCB PA
Security Exchange Name	NYSE