Flagstar Bank (NYSE: FLG) officer reports 6,138-share tax withholding and vesting awards

Rhea-AI Filing Summary

Flagstar Bank, National Association executive SEVP & President of Consumer Banking reported an equity transaction involving company common stock. On December 1, 2025, the officer surrendered 6,138 shares of common stock back to the issuer at a stated price of $0 to cover tax obligations on previously restricted shares whose restrictions had lapsed. After this withholding transaction, the officer directly beneficially owns 41,576 common shares.

In addition to the directly held shares, the officer reports indirect ownership through stock awards. One stock award account holds 27,566 shares granted on December 1, 2022 under the issuer’s 2016 Stock Award and Incentive Plan, which will vest in two approximately equal annual installments starting on December 1, 2026. Another stock award account holds 3,129 shares from a grant dated March 24, 2023 under the 2020 Omnibus Incentive Plan, scheduled to vest on March 24, 2026.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Davis Reginald E

(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 & Pres Consumer Banking

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		F		6,138(1)	D	$0	41,576(2)	D
Common Stock								27,566	I	By Stock Award(3)
Common Stock								3,129	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. The number of shares held directly includes certain shares there were previously held by Stock Awards and that have subsequently vested.

3. These remaining shares granted under Stock Award on December 1, 2022 pursuant to Issuer's 2016 Stock Award and Incentive Plan, and 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	12/02/2025
	** 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 FLG report for Flagstar Bank on December 1, 2025?

An executive of Flagstar Bank, National Association (NYSE: FLG) surrendered 6,138 common shares to the issuer on December 1, 2025 to cover tax obligations on vested shares.

How many Flagstar Bank (FLG) shares does the reporting officer own after the transaction?

Following the reported transaction, the officer directly owns 41,576 shares of Flagstar Bank common stock and indirectly holds 27,566 and 3,129 shares through stock award accounts.

Why were 6,138 Flagstar Bank shares surrendered by the insider?

According to the explanation, the 6,138 shares were surrendered to Flagstar Bank to satisfy tax obligations arising when restrictions on previously granted stock lapsed.

What are the vesting terms of the December 1, 2022 stock award at Flagstar Bank?

The stock award granted on December 1, 2022 under the 2016 Stock Award and Incentive Plan has 27,566 remaining shares, which will vest in two approximately equal annual installments starting on December 1, 2026.

When will the March 24, 2023 Flagstar Bank stock award vest?

The stock award labeled Stock Award (032423), granted on March 24, 2023 under the 2020 Omnibus Incentive Plan, has 3,129 remaining shares scheduled to vest on March 24, 2026.

What position does the reporting person hold at Flagstar Bank (FLG)?

The reporting person is an officer of Flagstar Bank, serving as SEVP & President of Consumer Banking.