Flagstar Bank (FLG) CRO granted 61,475 shares, surrenders some for taxes

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION executive George Buchanan, EVP and Chief Risk Officer, received a grant of 61,475 shares of common stock on March 15, 2026 as a compensation award. The grant carried no exercise price.

On the same date, 4,368 shares were surrendered back to the issuer to cover tax obligations tied to shares whose restrictions lapsed, a non-market, tax-withholding disposition. After these transactions, Buchanan directly holds 156,176 shares of common stock, a total that includes service-based restricted stock units scheduled to 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^*

Buchanan George

(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)
	EVP and Chief Risk 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		A		61,475	A	$0	160,544(1)	D
Common Stock	03/15/2026		F		4,368(2)	D	$0	156,176(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 insider transactions did FLG executive George Buchanan report?

George Buchanan reported receiving a grant of 61,475 shares of Flagstar common stock and surrendering 4,368 shares to the issuer for tax obligations. Following these compensation-related transactions, he directly holds 156,176 shares, including service-based restricted stock units that vest over time.

Was George Buchanan’s FLG share activity a market buy or sell?

The activity was not an open-market buy or sell. Buchanan received 61,475 shares as a grant and surrendered 4,368 shares back to Flagstar to cover tax liabilities on vested shares, a routine tax-withholding mechanism rather than a discretionary trade in the market.

How many FLAGSTAR (FLG) shares does George Buchanan hold after this Form 4?

After the reported transactions, George Buchanan directly holds 156,176 shares of Flagstar common stock. This total includes service-based restricted stock units that will vest in common shares over time, reflecting both currently vested and time-vested equity awards.

What does the 4,368-share disposition on FLG’s Form 4 represent?

The 4,368-share disposition represents shares surrendered to Flagstar to satisfy tax obligations when restrictions on certain shares lapsed. This tax-withholding disposition is coded “F” and is a standard administrative step, not an open-market sale of stock by the executive.

How is deferred compensation reflected in George Buchanan’s FLG holdings?

Buchanan’s total of 156,176 shares includes service-based restricted stock units that will vest into Flagstar common shares over time. This structure ties part of his compensation to ongoing service and company performance through time-based vesting schedules.