Hudson Bay’s 2.34% Flagstar Bank (FLG) stake detailed in new 13G/A

Rhea-AI Filing Summary

Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of Flagstar Bank, National Association common stock on a passive basis. They report beneficial ownership of 9,734,256 shares of common stock, representing 2.34% of the class, with no sole voting or dispositive power and shared voting and dispositive power over all such shares.

The ownership percentage is based on 416,815,122 shares of common stock outstanding as of June 18, 2026, as reported by the company. Mr. Gerber disclaims beneficial ownership of the securities held through the investment entities managed by Hudson Bay.

Key Figures

Shares beneficially owned: 9,734,256 shares Percent of class: 2.34% Shares outstanding: 416,815,122 shares +4 more

7 metrics

Shares beneficially owned 9,734,256 shares Common stock of Flagstar Bank reported by the Reporting Persons

Percent of class 2.34% Portion of Flagstar Bank common stock beneficially owned

Shares outstanding 416,815,122 shares Flagstar Bank common stock outstanding as of June 18, 2026

Sole voting power 0 shares Shares over which the Reporting Persons have sole voting power

Shared voting power 9,734,256 shares Shares over which the Reporting Persons have shared voting power

Sole dispositive power 0 shares Shares over which the Reporting Persons have sole dispositive power

Shared dispositive power 9,734,256 shares Shares over which the Reporting Persons have shared dispositive power

Key Terms

beneficial owner, shared voting power, shared dispositive power, investment manager, +1 more

5 terms

beneficial owner financial

"The Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 9,734,256.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 9,734,256.00"

investment manager financial

"The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd."

Schedule 13G regulatory

"Ownership of 5 Percent or Less of a Class. | Ownership of 5 percent or less of a class"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 01:18 PM Accepted by SEC EDGAR 08/07/2026 - 01:17 PM Learn about SEC filing dates

FAQ

What stake in Flagstar Bank (FLG) does Hudson Bay Capital report in this Schedule 13G/A?

Hudson Bay Capital reports beneficial ownership of 9,734,256 shares of Flagstar Bank common stock, representing 2.34% of the outstanding shares based on 416,815,122 shares outstanding as of June 18, 2026.

How much of Flagstar Bank (FLG) does Hudson Bay Capital control through voting and disposition rights?

Hudson Bay Capital and Sander Gerber report 0 shares with sole voting or dispositive power and 9,734,256 shares with shared voting and shared dispositive power, reflecting their investment-manager role over the securities held through affiliated entities.

Is Hudson Bay Capital’s ownership in Flagstar Bank (FLG) above or below 5% of the class?

Hudson Bay Capital’s reported stake is 2.34% of Flagstar Bank’s common stock, which is below the 5% threshold that typically triggers initial Schedule 13D or 13G reporting obligations for beneficial ownership.

On what share count is Hudson Bay Capital’s 2.34% Flagstar Bank (FLG) ownership based?

The 2.34% ownership figure is calculated using 416,815,122 shares of Flagstar Bank common stock outstanding as of June 18, 2026, as reported in the company’s Form 10-Q for the quarter ended March 31, 2026.

How is Sander Gerber related to Hudson Bay Capital’s Flagstar Bank (FLG) holdings?

Sander Gerber is the managing member of Hudson Bay Capital GP LLC, the general partner of the Investment Manager, and is a reporting person, but he disclaims beneficial ownership of the securities held through the managed investment entities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Flagstar Bank, National Association

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

649445400

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 649445400

1

Names of Reporting Persons

Hudson Bay Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,734,256.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,734,256.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,734,256.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.34 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 649445400

1

Names of Reporting Persons

Sander Gerber

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,734,256.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,734,256.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,734,256.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.34 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Flagstar Bank, National Association
(b)	Address of issuer's principal executive offices: 102 Duffy Avenue, Hicksville, New York 11801
Item 2.
(a)	Name of person filing: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.01 par value
(e)	CUSIP No.: 649445400
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 416,815,122 shares of Common Stock, par value $0.01 (the "Common Stock") of Flagstar Bank, National Association (the "Company") outstanding as of June 18, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the Securities and Exchange Commission on May 7, 2026. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd. and HB Special Opportunities AIV I LP. Tech Opportunities LLC, in whose name certain of the securities reported herein are held, is controlled by Hudson Bay Master Fund Ltd. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock held by Tech Opportunities LLC and HB Special Opportunities AIV I LP. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 2.34%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/07/2026

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/07/2026