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FLAGSTAR BANK, NATIONAL ASSOCIATION

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

FLG$10.51-0.7%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Shares Repurchased Pursuant to Flagstar’s Stock-Based Incentive Plans

Participants in our stock-based incentive plans may have shares of common stock withheld to fulfill their income tax obligations that arise in connection with the vesting of their stock awards. Shares that are withheld for this purpose are repurchased pursuant to the terms of the applicable stock-based incentive plan, rather than pursuant to the share repurchase program authorized by the Board of Directors, described below.

Shares Repurchased Pursuant to the Board of Directors’ Share Repurchase Authorization

On October 23, 2018, the Board of Directors authorized the repurchase of up to $300 million of our common stock. Under said authorization, shares may be repurchased on the open market or in privately negotiated transactions. As of September 30, 2025, we had approximately $9 million remaining under this repurchase authorization. As a result of the Reorganization, such repurchases would be subject to prior approval of the OCC. During the three months ended September 30, 2025, no repurchases of stock were completed under this authorization.

Shares that are repurchased pursuant to the Board of Directors’ authorization, and those that are repurchased pursuant to our stock-based incentive plans, are held in our Treasury account and may be used for various corporate purposes, including, but not limited to, merger transactions and the vesting of RSUs.

The following table provides information relating to our repurchase of common stock for the three months ended September 30, 2025.

(dollars in millions, except share data)
PeriodTotal Shares of Common Stock RepurchasedAverage Price Paid per Common ShareTotal Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs
July 1 - 31, 2025121,760$11.00$—
August 1 - 31, 202522,46711.94—
September 1 - 30, 20259,60112.35—
Total Third Quarter 2025153,828$11.22—
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.