Flagstar Bank (NYSE: FLG) CFO reports 10,674-share tax surrender, 620,374 shares held

Rhea-AI Filing Summary

Flagstar Bank, National Association executive vice president and chief financial officer reported a routine share transaction. On December 1, 2025, 10,674 shares of common stock were surrendered to the company to cover tax obligations related to previously restricted shares whose restrictions lapsed. No sale proceeds were received, as the price is listed as $0.

After this tax-withholding transaction, the officer directly holds 620,374 shares of Flagstar common stock. In addition, the officer has indirect ownership through stock awards of 48,967 shares under a December 1, 2022 award, which will continue vesting in two annual installments starting December 1, 2026, and 4,888 shares under a March 24, 2023 award scheduled to vest on March 24, 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^*

Smith Lee Matthew

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		10,674(1)	D	$0	620,374(2)(3)	D
Common Stock								48,967	I	By Stock Award(4)
Common Stock								4,888	I	By Stock Award (032423)(5)

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 there 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.

5. 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	12/02/2025
	** 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 insider transaction did Flagstar Bank (FLG) report on this Form 4?

The Form 4 reports that Flagstar Bank's SEVP & Chief Financial Officer surrendered 10,674 shares of common stock on December 1, 2025 to the issuer to satisfy tax obligations on shares whose restrictions had lapsed.

How many Flagstar Bank (FLG) shares does the reporting officer own after the transaction?

Following the reported transaction, the officer directly owns 620,374 shares of Flagstar common stock and indirectly owns 48,967 and 4,888 shares through stock awards.

Why were 10,674 Flagstar Bank (FLG) shares surrendered by the executive?

The 10,674 shares were surrendered to Flagstar Bank to cover tax obligations arising when restrictions lapsed on previously granted shares, as explained in the filing's footnotes.

What are the vesting terms of the Flagstar Bank (FLG) stock awards mentioned?

The remaining shares from the December 1, 2022 stock award will vest in two approximately equal annual installments starting on December 1, 2026. The remaining shares from the March 24, 2023 stock award will vest on March 24, 2026.

What position does the reporting person hold at Flagstar Bank (FLG)?

The reporting person is an officer of Flagstar Bank, serving as SEVP & Chief Financial Officer, as indicated in the relationship section.

Does this Flagstar Bank (FLG) Form 4 involve any derivative securities?

No derivative securities are reported in the populated portion of Table II. The detailed activity disclosed relates to common stock and stock awards.