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[Form 4] FLAGSTAR BANK, NATIONAL ASSOCIATION Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION executive Smith Lee Matthew, the SEVP & Chief Financial Officer, reported a routine tax-related share disposition. He surrendered 2,131 shares of common stock to the issuer to cover tax obligations on shares whose restrictions lapsed, which is not an open-market sale.

After this transaction, he holds 852,939 common shares directly, and an additional 48,967 shares indirectly by stock award. Footnotes note that his total holdings include vested stock awards and service-based restricted stock units that will vest in issuer common stock over time.

Positive

  • None.

Negative

  • None.

Insights

Routine tax-withholding share surrender; large remaining stake

The SEVP & CFO of Flagstar Bank, Smith Lee Matthew, surrendered 2,131 common shares to the issuer to satisfy tax obligations tied to recently vested restricted stock. Code F and the footnote confirm this was a tax-withholding disposition, not a market sale.

Following the transaction, he still holds 852,939 common shares directly and 48,967 shares indirectly via stock awards, plus service-based restricted stock units that vest over time. This pattern is typical of equity compensation and does not represent discretionary buying or selling in the open market.

Insider Smith Lee Matthew
Role SEVP & Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 2,131 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 852,939 shares (Direct); Common Stock — 48,967 shares (Indirect, By Stock Award)
Footnotes (1)
  1. These shares were surrendered to the issuer to cover the tax obligations on shares for which restrictions have lapsed. The number of shares held directly includes certain shares that were previously held by Stock Awards and that have subsequently vested. Total includes service based restricted stock units that will vest in shares of Issuer's common stock over the passage of time. These 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.
SEC Form 4
FORM 4UNITED 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 NEW YORK 11801

(City)(State)(Zip)

UNITED STATES

(Country)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SEVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/24/2026F2,131(1)D$0852,939(2)(3)D
Common Stock48,967IBy Stock Award(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 that 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. These 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.
Remarks:
/s/ Jan M. Klym, By Power of Attorney03/25/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)
Flagstar Bank, National Association

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Banks - Regional
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United States
HICKSVILLE