Flagstar Bank (FLG) director reports grant of 9,939 shares

Rhea-AI Filing Summary

Flagstar Bank, National Association director Alessandro DiNello reported an acquisition of 9,939 shares of common stock on January 27, 2026, at a transaction price of $0 per share. Following this grant, his directly held common stock totaled 333,715 shares, which includes service-based restricted stock units that will vest in shares of common stock over time.

The filing also lists substantial indirect holdings through various entities, including Spousal Lifetime Access Trusts, a charitable remainder unitrust, an IRA, a wife’s trust, and multiple trusts for grandchildren. In several of these arrangements, DiNello expressly disclaims beneficial ownership except to the extent of any pecuniary interest.

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^*

DiNello Alessandro

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		A		9,939	A	$0	333,715(1)	D
Common Stock								358,430	I	By SLAT(2)
Common Stock								276,238	I	By Wife's SLAT(3)
Common Stock								126,115	I	By Wife's Trust(4)
Common Stock								38,946	I	By CRUTrust(5)
Common Stock								38,101	I	By IRA
Common Stock								13,336	I	By Trust fbo gchild AD(6)
Common Stock								13,336	I	By Trust fbo gchild DD(6)
Common Stock								11,917	I	By Trust fbo gchild LeoG(6)
Common Stock								9,240	I	By Trust fbo gchild MG(6)
Common Stock								5,225	I	By Trust fbo LukeG(6)

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. Spousal Lifetime Access Trust (SLAT) wherein reporting person's spouse is initial trustee and beneficiary.

3. Spousal Lifetime Access Trust (SLAT) wherein reporting person is initial trustee and beneficiary.

4. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. These shares are held in a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the Issuer's common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.

6. These shares are held in a trust for the benefit of the reporting person's grandchild. The reporting person's spouse is a co-trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Jan M. Klym, by Power of Attorney	01/29/2026
	** 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.
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FAQ

What did Alessandro DiNello report in this Flagstar Bank (FLG) Form 4 filing?

Alessandro DiNello reported acquiring 9,939 shares of Flagstar Bank common stock on January 27, 2026, at a transaction price of $0 per share. After this transaction, his directly held stake rose to 333,715 shares, including service-based restricted stock units that vest over time.

How many Flagstar Bank shares does Alessandro DiNello directly own after this transaction?

After the reported January 27, 2026 transaction, Alessandro DiNello directly owns 333,715 shares of Flagstar Bank common stock. This total includes service-based restricted stock units that will convert into common shares as they vest over the passage of time, according to the filing footnote.

What was the price and code for the 9,939 Flagstar Bank shares acquired by DiNello?

The 9,939 Flagstar Bank common shares acquired by Alessandro DiNello carried a Form 4 transaction code “A” and a reported transaction price of $0 per share. Code “A” generally indicates an acquisition, often from an equity award or similar non‑open‑market grant.

What indirect Flagstar Bank holdings related to Alessandro DiNello are disclosed?

The filing discloses indirect holdings through multiple vehicles, including a Spousal Lifetime Access Trust, a wife’s SLAT, a wife’s trust, a charitable remainder unitrust, an IRA, and several trusts for grandchildren. Each entity reports a specific share balance, reflecting DiNello’s indirect economic exposure to Flagstar Bank stock.

Does Alessandro DiNello disclaim beneficial ownership of any Flagstar Bank shares?

Yes. For certain indirect holdings, including the wife’s trust, the charitable remainder unitrust, and trusts for grandchildren, DiNello disclaims beneficial ownership. The filing states this report is not an admission of beneficial ownership except to the extent of any pecuniary interest he and his wife may have.