Item 8.01. Other Events.



Underwriting Agreement

On October 23, 2020, Flagstar Bancorp, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc. and BofA Securities, Inc., as underwriters (the "Underwriters"), relating to the issuance and sale (the "Offering") by the Company of $150 million in aggregate principal amount of 4.125% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes"). The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on June 1, 2018 (Registration No. 333-225397). The offering is expected to close on October 28, 2020, subject to customary closing conditions (the "Closing").

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.





Share Purchase Agreement

On October 20, 2020, the Company and MP Thrift Investments L.P. ("MP Thrift") entered into a Share Purchase Agreement (the "Share Purchase Agreement"), as amended on October 22, 2020, pursuant to which the Company agreed to purchase up to $150 million of shares of its common stock owned by MP Thrift (the "Share Purchase") at a purchase price per share of $32.6965, which is based on the volume-weighted average price of the Company's common stock for the three trading days up to and including October 22, 2020.

The Company and MP Thrift intend to consummate the Share Purchase substantially concurrently with the Closing, subject to closing conditions.

Item 9.01 Financial Statements and Exhibits





Exhibits

  1.1        Underwriting Agreement, dated October 23, 2020, by and between
           Flagstar Bancorp, Inc. and Raymond James & Associates, Inc. and BofA
           Securities, Inc., as underwriters in the Offering

           Cover Page Interactive Data File (the cover page XBRL tags are embedded
104        within the Inline XBRL document)

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