Material Agreement Form 8 K

On September 23, 2024, New York Community Bancorp, Inc. (the "Company" or "NYCB") entered into separate share exchange agreements with (a) affiliates of funds managed by Liberty 77 Capital L.P. ("Liberty") and (b) affiliates of funds managed by Hudson Bay Capital Management, LP ("Hudson Bay" and, together with Liberty, the "Investors", and each of the share exchange agreements entered into with each of the Investors on September 23, 2024, an "Exchange Agreement," and, collectively, the "Exchange Agreements").

Pursuant to the terms of each Investor's respective Exchange Agreement, on September 23, 2024, (a) Liberty exchanged 114,355 shares of Series B Noncumulative Convertible Preferred Stock of the Company, par value $0.01 per share ("Series B Preferred Stock"), for the issuance by the Company of 38,118,329 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), to Liberty; and (b) Hudson Bay exchanged 13,600 shares of Series B Preferred Stock for the issuance by the Company of 4,533,331 shares of Common Stock to Hudson Bay (each an "Exchange," and, collectively, the "Exchanges"). The number of shares of Series B Preferred Stock of Hudson Bay so exchanged is an amount such that Hudson Bay (together with its affiliates) would not beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately following the Exchanges. All of the Exchanges were consummated simultaneously.

The shares of Series B Preferred Stock that were exchanged for shares of Common Stock in the applicable Exchange on March 11, 2024 were issued in connection with the Company's approximately $1.05 billion capital raise transaction pursuant to separate investment agreements, dated March 7, 2024, entered into by the Company and the investors signatory thereto, each of which was amended on March 11, 2024 (collectively, the "Investment Agreements"). Each share of Series B Preferred Stock is automatically convertible into shares of Common Stock (or, in limited circumstances, a share of Series C Noncumulative Preferred Stock of the Company) in a transfer by the holder thereof consistent with the rules and limitations of Regulation Y of the Bank Holding Company Act of 1956, as amended. The Investment Agreements contemplated that the Company, on the one hand, and each individual Investor, on the other hand, would cooperate in good faith to effect exchanges of shares of Series B Preferred Stock for shares of Common Stock, subject to receipt of certain regulatory approvals. The Investment Agreements, along with (i) the Registration Rights Agreement, dated March 11, 2024, entered into by the Company and the investors signatory thereto and (ii) warrants issued by the Company to the investors in connection with the capital raise pursuant to which the holder may acquire capital stock of the Company, were disclosed and described in the Company's Current Report on Form 8-Kfiled on March 14, 2024 and in the Company's definitive proxy statement filed on April 26, 2024.

Immediately following the Exchanges, (a) Liberty held no shares of Series B Preferred Stock; and (b) Hudson Bay held 750 shares of Series B Preferred Stock, which are (in the aggregate) convertible into approximately 249,999 shares of Common Stock.

As of the close of business on September 23, 2024 (and after giving effect to the Exchanges), the number of shares of Common Stock outstanding was 415,261,212 shares.

The foregoing description of (a) the Exchange Agreement entered into with Liberty is qualified in its entirety by reference to the full text of the form of Exchange Agreement filed as Exhibit 10.1 hereto, and (b) the Exchange Agreements entered into with Hudson Bay are qualified in their entirety by reference to the full text of the form of Exchange Agreement filed as Exhibit 10.2 hereto, each of which is incorporated herein by reference.