[8-K] FLAGSTAR FINANCIAL, INC. Reports Material Event

Rhea-AI Filing Summary

Flagstar Bank (FLG) reported a board change. On October 30, 2025, Brian R. Callanan notified the Bank of his resignation as a member of the Board of Directors, effective November 2, 2025. The company stated the decision was not the result of any disagreement with the Bank on matters relating to operations, policies, or practices.

The filing lists FLG common stock and related listed securities on the New York Stock Exchange.

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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): October 30, 2025

Flagstar Bank, National Association

(Exact Name of Registrant as Specified in Charter)

United States of America

1-31565

38-2734984

(State or Other Jurisdiction of Incorporation)

Commission File Number

(IRS 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)

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

FLG

New York Stock Exchange

Bifurcated Option Note Unit Securities SM

FLG PRU

New York Stock Exchange

Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock

FLG PRA

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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On October 30, 2025, Brian R. Callanan notified Flagstar Bank, N.A. (the “Bank”), of his resignation as a member of the Board of Directors of the Bank, effective November 2, 2025. Such decision was not the result, in whole or in part, of any disagreement with the Bank on any matters relating to the Bank’s operations, policies or practices.

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:			November 3, 2025						Flagstar Bank, National Association
									(as successor to Flagstar Financial, Inc.)
									/s/ Bao Nguyen
									Bao Nguyen
									Senior Executive Vice President, General Counsel, and Chief of Staff

FAQ

What board change did FLG disclose in this 8-K?

Flagstar Bank, N.A. disclosed that Brian R. Callanan resigned from its Board of Directors.

When is the resignation of Brian R. Callanan effective at FLG?

The resignation is effective on November 2, 2025.

Did FLG report any disagreement related to the resignation?

No. The company stated the decision was not due to any disagreement on operations, policies, or practices.

When did FLG receive notice of the resignation?

The Bank received notice on October 30, 2025.

Which FLG securities are listed on the NYSE?

Listed securities include Common stock (FLG), Bifurcated Option Note Unit Securities (FLG PRU), and Series A preferred depositary shares (FLG PRA).