Material Agreement Form 8 K

On August 12, 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"), (b) affiliates of funds managed by Hudson Bay Capital Management, LP ("Hudson Bay") and (c) affiliates of funds managed by Reverence Capital Partners, L.P. ("Reverence" and, collectively with Liberty and Hudson Bay, the "Investors", and each of the share exchange agreements entered into with each of the Investors on August 12, 2024, an "Exchange Agreement," and, collectively, the "Exchange Agreements").

Pursuant to the terms of each Investor's respective Exchange Agreement, on August 12, 2024, (a) Liberty exchanged 29,000 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 9,666,665 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), to Liberty; (b) Hudson Bay exchanged 22,500 shares of Series B Preferred Stock for the issuance by the Company of 7,499,998 shares of Common Stock to Hudson Bay; and (c) Reverence exchanged 11,857 shares of Series B Preferred Stock for the issuance by the Company of 3,952,332 shares of Common Stock to Reverence (each an "Exchange," and, collectively, the "Exchanges"). The number of shares of Series B Preferred Stock of each Investor so exchanged is an amount such that no Investor (together with its affiliates) would 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.

Each of the Investors acquired the shares of Series B Preferred Stock that were exchanged for shares of Common Stock in the applicable Exchange on March 11, 2024 as part of the Company's approximately $1.05 billion capital raise transaction pursuant to separate investment agreements entered into with each of the Investors on March 7, 2024, 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 approvals. The Investment Agreements, along with (i) a Registration Rights Agreement, dated March 11, 2024, entered into by the Company with the Investors and the other investors in such capital raise and (ii) warrants issued by the Company to the Investors and the other investors in such 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 114,355 shares of Series B Preferred Stock, which are (in the aggregate) convertible into approximately 38,118,329 shares of Common Stock; (b) Hudson Bay held 14,350 shares of Series B Preferred Stock, which are (in the aggregate) convertible into approximately 4,783,332 shares of Common Stock; and (c) Reverence held no shares of Series B Preferred Stock.

As of the close of business on August 12, 2024 (and after giving effect to the Exchanges), the number of shares of Common Stock outstanding was 372,551,600 shares.

The foregoing description of the Exchange Agreements is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.