Flagstar (NYSE: FLG) EVP awarded shares, surrenders stock to cover taxes

Rhea-AI Filing Summary

FLAGSTAR BANK, NATIONAL ASSOCIATION executive Bryan Marx, EVP & Principal Accounting Officer, received a grant of 24,590 shares of common stock as a stock award. The award carried no cash exercise price.

On the same date, 3,676 shares were surrendered back to the company to cover tax obligations when restrictions lapsed. After these transactions, Marx directly owned 89,923 shares, a total that includes service-based restricted stock units that will 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^*

Marx Bryan

(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 & Princ Accounting 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		24,590	A	$0	93,599(1)	D
Common Stock	03/15/2026		F		3,676(2)	D	$0	89,923(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 transaction did FLG executive Bryan Marx report on this Form 4?

Bryan Marx reported a stock award of 24,590 FLG common shares and a related surrender of 3,676 shares to cover taxes. These transactions are compensation-related rather than open-market trades and reflect routine equity-based pay for a senior executive.

How many FLAGSTAR (FLG) shares does Bryan Marx hold after this Form 4?

Following the reported transactions, Bryan Marx directly holds 89,923 FLG common shares. This total includes service-based restricted stock units that will vest into shares over time, combining currently owned stock with time-vested equity awards granted by the company.

Was the FLG Form 4 transaction a market purchase or sale of shares?

The Form 4 shows a stock grant and tax-withholding surrender, not an open-market purchase or sale. Shares were awarded at no cash cost, and a portion was surrendered back to FLAGSTAR to satisfy tax obligations when restrictions on certain shares lapsed.

Why were some FLG shares surrendered by Bryan Marx in this filing?

Marx surrendered 3,676 FLG shares to FLAGSTAR to cover tax obligations on shares whose restrictions had lapsed. This type of tax-withholding disposition is common for equity awards and does not represent a discretionary sale into the open market.

What type of equity compensation did FLG grant to Bryan Marx?

FLAGSTAR granted 24,590 shares of common stock to Bryan Marx as a stock award. Footnotes note that his total holdings include service-based restricted stock units that will vest in common shares over time, reflecting ongoing equity-based executive compensation.