Flagstar Bank (FLG) CFO details 16,094-share tax withholding and holdings

Rhea-AI Filing Summary

Flagstar Bank, National Association’s Senior Executive Vice President and Chief Financial Officer reported an insider equity transaction involving company common stock. On 12/27/2025, the executive surrendered 16,094 shares of common stock to the issuer to cover tax obligations on shares for which restrictions had lapsed. The form shows a transaction code "F," indicating a tax-related withholding event rather than an open-market sale.

After this transaction, the executive beneficially owned 604,280 shares of common stock directly, as well as 48,967 shares held indirectly under a stock award granted on December 1, 2022 and 4,888 shares held indirectly under a stock award dated March 24, 2023. These stock awards are scheduled to vest in the future under the company’s equity incentive plans.

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)
12/27/2025

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	12/27/2025		F		16,094(1)	D	$0	604,280(2)	D
Common Stock								48,967	I	By Stock Award(3)
Common Stock								4,888	I	By Stock Award (032423)(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)
				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. Total includes service based restricted stock units that will vest in shares of Issuer's common stock over the passage of time.

3. 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.

4. 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	12/30/2025
	** 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.
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 transaction did FLAGSTAR BANK (FLG) report in this Form 4?

The company reported that its SEVP & Chief Financial Officer surrendered 16,094 shares of common stock on 12/27/2025. The transaction was coded "F," meaning the shares were withheld by the issuer to satisfy tax obligations on recently vested restricted shares.

How many FLAGSTAR BANK (FLG) shares does the CFO own after this transaction?

Following the reported transaction, the CFO beneficially owned 604,280 shares of common stock directly, plus 48,967 shares indirectly under a December 1, 2022 stock award and 4,888 shares indirectly under a March 24, 2023 stock award.

Was the FLAGSTAR BANK (FLG) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 lists transaction code "F" and explains that the 16,094 shares were surrendered to the issuer to cover tax obligations when restrictions on certain shares lapsed, rather than sold in the open market.

What do the indirect FLAGSTAR BANK (FLG) stock awards represent for the CFO?

The indirect holdings include shares granted under stock awards that vest over time under the company’s incentive plans. One award from December 1, 2022 covers 48,967 shares, and another from March 24, 2023 covers 4,888 shares, both scheduled to vest on future dates.

When will the FLAGSTAR BANK (FLG) CFO’s stock awards vest?

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

What does transaction code "F" mean for FLAGSTAR BANK (FLG) insider activity?

Code "F" on Form 4 indicates that shares were surrendered to the issuer to cover tax obligations related to the vesting of equity awards, as described for the CFO’s 16,094-share transaction on 12/27/2025.