Flagstar (NYSE: FLG) SEVP withholds 923 shares to cover tax bill

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION senior executive Reginald E. Davis reported a routine tax-related share disposition. On this Form 4, 923 shares of common stock were surrendered to the issuer to cover tax obligations when restrictions on previously awarded shares lapsed.

After this withholding, Davis holds 43,782 shares directly and 27,566 shares indirectly by stock award. Footnotes note that his direct holdings now include previously restricted shares that have vested, and that remaining service-based restricted stock units will continue to vest over time, with a December 1, 2022 stock award vesting in two equal installments starting on December 1, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Reginald E

(Last) (First) (Middle)

102 DUFFY AVENUE

(Street)

HICKSVILLE NEW YORK 11801

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FLAGSTAR BANK, NATIONAL ASSOCIATION [ NYSE:FLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP & Pres Consumer Banking

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		F		923(1)	D	$0	43,782(2)(3)	D
Common Stock								27,566	I	By Stock Award(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed.

2. The number of shares held directly includes certain shares that were previously held by Stock Awards and that have subsequently vested.

3. Total includes service based restricted stock units that will vest in shares of Issuer's common stock over the passage of time.

4. The remaining shares granted under Stock Award on December 1, 2022 pursuant to the Issuer's 2016 Stock Award and Incentive Plan, will vest in two approximately equal annual installments commencing on December 1, 2026.

Remarks:

	/s/ Jan M. Klym, By Power of Attorney	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FLG executive Reginald E. Davis report?

Reginald E. Davis reported surrendering 923 shares of Flagstar common stock to the issuer to cover tax obligations when restrictions on previously awarded shares lapsed. This tax-withholding disposition used code F and does not represent an open-market purchase or sale of shares.

How many FLAGSTAR (FLG) shares does Reginald E. Davis hold after this Form 4?

Following the reported tax-withholding event, Reginald E. Davis holds 43,782 Flagstar common shares directly and 27,566 shares indirectly by stock award. Footnotes explain that his direct position includes shares that previously were subject to restrictions and have since vested into unrestricted common stock.

Was the FLG insider transaction an open-market sale or a tax withholding?

The transaction was a tax withholding, not an open-market sale. The Form 4 uses transaction code F, and the footnote clarifies that 923 shares were surrendered to Flagstar Bank to satisfy tax obligations as restrictions on earlier stock awards lapsed and shares became unrestricted.

What do the FLG Form 4 footnotes say about restricted stock units?

Footnotes state that Davis’s total holdings include service-based restricted stock units that will vest into shares of Flagstar common stock over time. They also explain that some shares previously classified as stock awards have vested and are now counted within his directly held common stock position.

When will Reginald E. Davis’s 2022 Flagstar stock award fully vest?

The remaining shares from Davis’s December 1, 2022 stock award under Flagstar’s 2016 Stock Award and Incentive Plan will vest in two approximately equal annual installments. Vesting begins on December 1, 2026, meaning the award completes over two years starting on that date.

How does indirect ownership by stock award work for FLG shares in this filing?

Indirect ownership by stock award reflects shares tied to equity awards rather than already unrestricted stock held in a standard brokerage account. In this filing, 27,566 Flagstar shares are listed as indirectly owned “By Stock Award,” showing they originate from the company’s equity compensation programs.