How are the Flagstar Bank (FLG) CFO’s indirect share holdings structured?

The filing lists two indirect common stock holdings: 48,967 shares described as “By Stock Award” and 4,888 shares under “By Stock Award (032423).” These are associated with stock award plans and include restricted stock units scheduled to vest on specified future dates.

Flagstar Bank (NYSE: FLG) CFO receives 245,902-share stock award grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smith Lee Matthew reported acquisition or exercise transactions in this Form 4 filing.

Flagstar Bank senior executive vice president and chief financial officer Matthew Smith received a grant of 245,902 shares of common stock as a stock award. This compensation-related award, recorded at a price of $0.00 per share, increased his directly held position to 850,182 shares.

He also reports indirect holdings of 48,967 shares by stock award and 4,888 shares under a March 24, 2023 stock award. Footnotes state that these include service-based restricted stock units that vest over time, with certain awards vesting in two annual installments starting on December 1, 2026 and others vesting on March 24, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith Lee Matthew

Role SEVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	245,902	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 850,182 shares (Direct); Common Stock — 48,967 shares (Indirect, By Stock Award)

Footnotes (1)

Total includes service based restricted stock units that will vest in shares of Issuer's common stock over the passage of time. 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. These remaining shares were granted under Stock Award (032423) on March 24, 2023 pursuant to Issuer's 2020 Omnibus Incentive Plan, and will vest on March 24, 2026.

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Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 10:18 AM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Lee Matthew

(Last)

(First)

(Middle)

102 DUFFY AVENUE

(Street)

HICKSVILLE

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 & Chief Financial Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2026		A		245,902	A	$0	850,182⁽¹⁾	D
Common Stock								48,967	I	By Stock Award⁽²⁾
Common Stock								4,888	I	By Stock Award (032423)⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 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.

3. These remaining shares were granted under Stock Award (032423) on March 24, 2023 pursuant to Issuer's 2020 Omnibus Incentive Plan, and will vest on March 24, 2026.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Flagstar Bank (FLG) CFO Matthew Smith report in this Form 4?

Matthew Smith, SEVP and CFO of Flagstar Bank, reported receiving 245,902 shares of common stock as a stock award. The award is compensation-related, recorded at $0.00 per share, and raises his directly held position to 850,182 shares of common stock.

How many Flagstar Bank (FLG) shares does the CFO hold after this grant?

After the grant, Matthew Smith directly holds 850,182 shares of Flagstar Bank common stock. He also has indirect holdings of 48,967 shares by stock award and 4,888 shares under a March 24, 2023 stock award, according to the reported holdings data.

What type of transaction is reported for Flagstar Bank (FLG) CFO in this filing?

The primary transaction is coded “A,” indicating a grant, award, or other acquisition of 245,902 shares of common stock. This is a compensation-related stock award, not an open-market purchase or sale, and is classified as an acquisition rather than a discretionary trade.

Are the Flagstar Bank (FLG) CFO’s new shares subject to vesting conditions?

Yes. Footnotes explain that the holdings include service-based restricted stock units that vest over time. Certain shares from a December 1, 2022 stock award will vest in two annual installments from December 1, 2026, and others vest on March 24, 2026 under a 2023 award.

Does this Flagstar Bank (FLG) Form 4 show any insider sales by the CFO?

No insider sales are reported in this Form 4 for the CFO. The filing shows one acquisition via a stock award and two additional entries reflecting indirect holdings. The transaction summary indicates one acquisition event and no sales or option exercises in this report.