NYCB-A New York Community Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

For the fiscal year ended December 31, 2021

OR

For the transition period from                      to                     

Commission file number: 001-31565

New York Community Bancorp, Inc. Employee Savings Plan

New York Community Bancorp, Inc.

102 Duffy Avenue

Hicksville, NY 11801

REQUIRED INFORMATION

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) at December 31, 2021

Exhibit 23: Consent of Independent Registered Public Accounting Firm

FINANCIAL STATEMENTS

NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Financial Statements and Supplemental Schedule

December 31, 2021 and 2020

(With Report of Independent Registered Public Accounting Firm)

NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Table of Contents

* Schedules required by Form 5500, which are not applicable, have not been included.

See accompanying notes to financial statements.

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See accompanying notes to financial statements.

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

Effective December 6, 2021, the NYCB ESOP merged into the Plan. All unvested ESOP shares were 100% vested. NYCB shares that were held through the ESOP are held in the Plan’s Stock Fund. This resulted in a transfer from the ESOP Plan of $189.3 million.

Participants are allowed to invest in one or more of the investment options. Participants may, at any time, change their investment elections or transfer between different investment options. The Plan consists of three groups of investment funds – the fixed-income funds, which are invested in fixed income investments with limited equity holdings, the equity funds, which permit a higher percentage of funds to be invested in common and preferred stock, and the target retirement funds, which are broadly diversified funds that invest in U.S. and international stocks and bonds. The target retirement funds gradually shift from more aggressive investments to conservative investments based on its target date. As of December 31, 2021 and 2020, the Plan’s investments consisted of a money market fund, mutual funds, common stock of New York Community Bancorp, Inc., and a collective trust fund (Met Life Stable Value Fund). The Plan allows participants to invest in the “NYCB Depositary Share Fund” and such participants will be entitled to NYCB Series A Preferred Stock.

Separate accounts are maintained for each participant to accumulate Employer, participant and rollover contributions. Participants’ accounts are credited with contributions made on their behalf in accordance with participant salary deduction arrangements, employer contributions (if any), and Plan earnings and losses. Plan earnings and losses are allocated based on account balances and investment options, which the participant chooses. Participants’ accounts were charged an administrative fee of 0.22% (22 basis points) during 2021 and 2020 by Pentegra Trust Company on assets held in all funds other than the investment funds of the stock fund. The administrative fee is included in administrative expenses on the Statements of Changes in Net Assets Available for Plan Benefits.

Participants are fully vested in their pre-tax and after-tax contribution accounts and their rollover accounts, and such accrued benefits are nonforfeitable at all times. The employer safe harbor matching contributions are also fully vested and nonforfeitable at all times.

For the years ended December 31, 2021 and 2020, there were no forfeitures. For both plan years 2021 and 2020, there were no amounts used to defray Plan expenses. There were no unused forfeitures available to defray future Plan expenses at December 31, 2021 and 2020.

Participants may borrow from their account balance up to a maximum equal to the lesser of $50,000 or 50% of the participant’s vested account balance. Any loan must be repaid within a five year period, except if the loan is made for the purpose of purchase or construction of the primary residence of the participant, then such loan may be repaid over a period not exceeding thirty years. The loans are secured by the balance in the participant’s account and bear the prime rate of interest on the first day of the month in which the loan was made and fixed for the life of the loan. The interest rates on participant loans ranged from 2.25% to 8.25% with maturities up to 30 years at December 31, 2021 and December 31, 2020.

In the event of a loan default, the amount of the outstanding balance will be deducted from any distributions. Loan default distributions will be treated as taxable income to the participant in the year of default.

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

Benefit payments begin at the participant’s election after he or she ceases to be an employee due to disability, retirement, or other termination of employment or death. Under the Plan’s provisions, withdrawals of funds other than at disability, retirement, or other termination of employment or death will be permitted subject to certain limitations, as defined. Participants may elect to receive benefits from several options available as set forth in the Plan.

Participants may elect to have allocated cash dividends declared on the employer common stock and received by the Trustee distributed in cash or elect to reinvest the dividends. For the dividends declared on the employer preferred stock, participants may only reinvest the dividends in the preferred stock account. For the years ended December 31, 2021 and 2020, common and preferred stock dividends of $1,046,381 and $1,341,695, respectively, were paid to Plan participants.

On March 27, 2020, the CARES Act was signed into law and, among other things, included several relief provisions available to tax-qualified retirement plans and their participants. Plan management evaluated the relief provisions available to plan participants under the CARES Act and implemented the following provisions:

The accompanying financial statements of the Plan have been prepared on the accrual method of accounting.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management of the Plan to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and assumptions.

The Plan’s investments are stated at fair value. Money market, mutual funds and common and preferred stock are valued using quoted market prices from national exchanges. Investments in common collective trust funds, including the Met Life Stable Value Fund, which is an indirect investment in a fully benefit-responsive investment, are valued using Net Asset Value (“NAV”) as a practical expedient, and are recorded at the Plan’s proportionate share of the contract value as determined by the fund manager. This is considered the fair value. Investment transactions are recorded on a trade date basis. Dividend income is recognized on the ex-dividend date. Investment income is recorded on the accrual basis.

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

Notes receivable from participants are equal to the outstanding principal balances plus accrued interest.

Benefits to participants or their beneficiaries are recorded when paid.

Administrative fees of Pentegra Trust Company are charged to the Plan (see note 1(e)). All other administrative expenses of the Plan are paid by the Employer. Expenses directly related to the managing of the mutual funds (such as investment management fees, commissions, and other transaction costs) are charged against the assets of the applicable fund to which such expenses directly relate.

Investments held by the Plan are reported at fair value. The Plan’s investment in the Reliance MetLife Stable Value Fund (“Stable Value Fund”), holds investment contracts that are deemed to be fully benefit responsive investment contracts (“FBRIC”), however, this is considered to be an indirect FBRIC investment and it is reflected at NAV as a practical expedient which is considered fair value. The NAV is equal to contract value of the underlying investment and is equal to the accumulated cash contributions and interest credited to the Plan’s contracts, less any withdrawals or transfers. The Stable Value Fund is not available for sale or transfer on any securities exchange. The contract value is a relevant measurement attribute because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

The Reliance MetLife Stable Value Fund’s one-year total return was 2.03% for 2021 and 2.34% for 2020. The thirty-day effective yield, also known as the crediting interest rate, was 2.10% for Reliance MetLife Stable Value Fund at December 31, 2021 and 2.11% for 2020. The one-year total return and the thirty-day effective yield are net of the annual investment management fee of 0.62% for the Reliance MetLife Stable Value Fund in 2021 and 2020. The crediting interest rate is calculated on a daily basis. There are no reserves against contract value for credit risk of the contract issuer or otherwise.

The existence of certain conditions can limit the Stable Value Fund’s ability to transact at contract value. Specifically, any event outside the normal operation of the Stable Value Fund that causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to such withdrawal. Examples of such events include, but are not limited to, partial or complete legal termination of the Stable Value Fund or a unitholder, tax disqualification of the Stable Value Fund or a unitholder, and certain Stable Value Fund amendments if issuers’ consent is not obtained. As of December 31, 2021 and 2020, the occurrence of an event outside the normal operation of the Stable Value Fund that would cause a withdrawal from an investment contract is not considered to be probable. To the extent a unitholder suffers a tax disqualification or legal termination event, under normal circumstances it is anticipated that liquid assets would be available to satisfy the redemption of such unitholder’s interest in the Stable Value Fund without the need to access investment contracts.

U.S. GAAP sets forth a definition of fair value, establishes a consistent framework for measuring fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. U.S. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

assumptions, U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables present the Plan’s fair value hierarchy for those investments measured at fair value as of December 31, 2021 and 2020:

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the fair value methodologies used at December 31, 2021 from December 31, 2020. There were no transfers between any levels for the years ended December 31, 2021 or 2020.

The Plan offers a number of investment options including common and preferred stock of New York Community Bancorp, Inc. and a variety of investment funds, some of which are mutual funds. The investment funds include U.S. equities, international equities, and fixed income securities. Investment securities, in general, are exposed to various risks, such as interest, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts, reported in the Statements of Net Assets Available for Plan Benefits and participant account balances.

The Plan invests indirectly in securities with contractual cash flows such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across various participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the common and preferred stock fund of the employer, which invests in a single security, the common and preferred stock of New York Community Bancorp, Inc.

At December 31, 2021 and 2020, approximately 52% and 21%, respectively, of the Plan’s net assets were invested in the common stock fund of the employer. As of December 31, 2021 and 2020, 0.11% and 0.15%, respectively of the Plan’s net assets were invested in the preferred stock fund of the employer. The underlying value of the common and preferred stock is entirely dependent upon the performance of the employer and the market’s evaluation of such performance. It is at least reasonably possible that changes in the fair value of the New York Community Bancorp, Inc. common and preferred stock in the near term could materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statements of Changes in Net Assets Available for Plan Benefits.

The COVID-19 pandemic has negatively impacted economic activity, the financial markets, and commerce, both globally and within the United States. The COVID-19 pandemic has also negatively affected New York Community Bancorp’s business and may continue to do so and New York Community Bancorp’s results of operations may be impacted.

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NEW YORK COMMUNITY BANCORP, INC.

EMPLOYEE SAVINGS PLAN

Notes to Financial Statements

December 31, 2021 and 2020

Pentegra Retirement Services, Inc. is the record-keeper for the Plan. Pentegra Trust Company is the trustee and Reliance Trust Company is the custodian of the Plan for the years ended December 31, 2021 and 2020. The Plan invests in the common and preferred stock of the Plan Sponsor. These transactions qualify as parties-in-interest transactions.

Certain fees paid to related parties for services to the Plan were paid by the Plan Sponsor. Mutual fund operation expenses are paid from a fund’s assets and are reflected in the fund’s share/unit price and dividends.

KPMG LLP, the auditor of the Plan’s financial statements, is also a party-in-interest as defined by ERISA.

The Internal Revenue Service has determined and informed the Bank by a letter dated October 22, 2013 that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed, and being operated, in compliance with the applicable requirement of the IRC. Therefore, they believe that the Plan was qualified, and the related trust was tax-exempt as of the financial statement date.

U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2021 and 2020, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Although it has not expressed any intent to do so, the Plan Sponsor reserves the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a plan termination, participants become 100% vested in all employer contributions.

The Plan evaluated events subsequent through June 28, 2022, the date on which the financial statements were issued.

There have been no events that have occurred that would require adjustment to or disclosure in the financial statements.

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* Parties-in-interest as defined by ERISA

See accompanying Report of Independent Registered Public Accounting Firm.

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SUPPLEMENTAL SCHEDULE

Schedule H, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2021