Flagstar Bank (NYSE: FLG) awards shares to executive and withholds for taxes

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION reported that senior executive Bao Nguyen, SEVP, General Counsel and Chief of Staff to the CEO, received a grant of 122,951 shares of common stock. The award was made at no cash cost to Nguyen and represents equity-based compensation.

On the same date, 8,609 shares were surrendered back to the issuer to cover tax obligations on shares for which restrictions lapsed, a non-market, tax-withholding disposition. After these transactions, Nguyen directly owned 164,932 shares, including service-based restricted stock units that will vest over time.

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^*

Bao Nguyen

(Last) (First) (Middle)

102 DUFFY AVENUE

(Street)

HICKSVILLE NY 11801

(City) (State) (Zip)

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, GC & Chf of Staff to CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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

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

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

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	03/15/2026		A		122,951	A	$0	173,541(1)	D
Common Stock	03/15/2026		F		8,609(2)	D	$0	164,932(1)	D

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

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

Remarks:

	/s/ Jan M. Klym, by Power of Attorney	03/17/2026
	** 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.

FAQ

What did Bao Nguyen report in this Form 4 for FLAGSTAR BANK (FLG)?

Bao Nguyen reported receiving a grant of 122,951 shares of Flagstar common stock as equity compensation. The filing also shows a related surrender of 8,609 shares back to the issuer to satisfy tax obligations on lapsed restrictions, with remaining direct ownership updated.

How many FLAGSTAR BANK (FLG) shares did Bao Nguyen receive and at what price?

Bao Nguyen received 122,951 shares of Flagstar common stock at a reported price of $0.00 per share. This indicates a compensation-related equity grant rather than an open-market purchase, reflecting additional alignment with shareholders through stock-based awards.

Why were 8,609 FLAGSTAR BANK (FLG) shares surrendered in this Form 4?

The 8,609 shares were surrendered to Flagstar to cover tax obligations associated with shares whose restrictions had lapsed. This is characterized as a tax-withholding disposition, not an open-market sale, and is a common mechanism for handling equity award-related taxes.

What is Bao Nguyen’s FLAGSTAR BANK (FLG) share ownership after these transactions?

Following the grant and tax-withholding surrender, Bao Nguyen directly owned 164,932 shares of Flagstar common stock. This total includes service-based restricted stock units that will vest in common shares over time, as specified in the filing’s footnotes.

Are any of Bao Nguyen’s FLAGSTAR BANK (FLG) shares subject to future vesting?

Yes. The reported total includes service-based restricted stock units that will vest in Flagstar common stock over time. These units represent additional potential share ownership that depends on continued service and satisfaction of the time-based vesting conditions.