Flagstar Bank (NYSE: FLG) executive surrenders shares to cover tax obligations

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION senior executive Kris Gagnon reported a routine tax-related share disposition. He surrendered 6,051 shares of common stock to the issuer to cover tax obligations on recently vested restricted stock, rather than selling them in the market. Following this transaction, he directly holds 44,539 shares, and this total includes service-based restricted stock units that are scheduled to vest into common shares 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^*

Gagnon Kris

(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)
	Sr EVP & Chief Credit 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		F		6,051(1)	D	$0	44,539(2)	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. 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.

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).
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FAQ

What did Flagstar Bank (FLG) executive Kris Gagnon report in this Form 4 filing?

Kris Gagnon reported surrendering 6,051 Flagstar Bank common shares to the issuer. The shares were used to cover tax obligations on restricted stock that had recently vested, and he now holds 44,539 shares directly, including time-based restricted stock units.

Was Kris Gagnon’s Flagstar Bank (FLG) share transaction an open-market sale?

No, the filing shows a tax-withholding disposition, not an open-market sale. 6,051 shares were surrendered back to Flagstar Bank to satisfy tax obligations on lapsed restrictions, with no sale on a stock exchange and no market price involved.

How many Flagstar Bank (FLG) shares does Kris Gagnon hold after this transaction?

After the transaction, Kris Gagnon directly holds 44,539 shares of Flagstar Bank common stock. The total reported holding also includes service-based restricted stock units that will vest into common shares over time, according to the footnote disclosure.

Why were 6,051 Flagstar Bank (FLG) shares surrendered by Kris Gagnon?

The filing states that 6,051 shares were surrendered to Flagstar Bank to cover tax obligations on shares for which restrictions had lapsed. This is a standard mechanism where vested equity is partly returned to the issuer instead of paying taxes in cash.

What does the tax-withholding code “F” mean in Kris Gagnon’s Flagstar Bank Form 4?

Code “F” indicates a tax-withholding disposition, where shares are delivered to the issuer to pay exercise price or tax liabilities. Here, it reflects shares surrendered to Flagstar Bank to cover taxes on vested restricted stock rather than a discretionary market trade.

Do Kris Gagnon’s reported Flagstar Bank (FLG) holdings include restricted stock units?

Yes, a footnote explains his reported total holding includes service-based restricted stock units. These awards will vest into shares of Flagstar Bank common stock over time, adding to the 44,539 shares shown as directly owned after the tax-withholding transaction.