FLAGSTAR BANK, NATIONAL ASSOCIATION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Flagstar Bank, National Association

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Proxy Statement and

Notice of Annual Meeting

of Shareholders

MEETING DATE

June 9, 2026

Letter to Our Shareholders

Joseph M. Otting

Executive Chairman, President and Chief Executive Officer

Dear Shareholders,

In 2025, Flagstar Bank achieved important milestones and

reached a pivotal turning point in its journey toward becoming

one of the country’s leading regional banks. After navigating two

challenging years, I am proud to report that the Bank returned to

profitability during the fourth quarter of 2025 and is well-

positioned for 2026. This achievement reflects the disciplined

execution of our strategic plan, the resilience of our franchise and

the unwavering commitment of our teammates to serve our

customers and communities.

Our profitability was driven by deliberate and decisive

actions. We strengthened the balance sheet, enhanced our credit

quality, reduced operating expenses, and sharpened our focus on

core relationship banking. We made meaningful progress in

reducing our exposure to multi-family and commercial real estate

loans, lowering concentrations, and proactively managing risks in

an ever-evolving market. At the same time, we grew in

commercial and industrial ("C&I") lending, supporting businesses

across our branch footprint and nationally through more than a

dozen industry specializations, while delivering capital solutions

tailored to our borrowers’ specific needs.

During 2025, we reduced commercial real estate loans,

including multi-family, by $7.6 billion or 17% compared to 2024.

The main cause of this decline was $5.5 billion in commercial real

estate par payoffs, up $2 billion compared with the prior year.

Importantly, we improved the quality of our loan portfolio with

nearly 50% of the 2025 par payoffs coming from loans classified

as “Substandard”. During 2025, we actively managed the loan

portfolio reducing total criticized and classified loans by$2.8

billion to$12.1 billion while the commercial real estate

concentration ratio dropped to 381% at the end of 2025 compared

with 443% at the end of 2024.

While improving the quality of our loan portfolio, we also

invested significantly in our commercial and corporate regional

banking business. Over the past 18 months, we have hired more

than 300 professionals, primarily seasoned mid-career bankers

with extensive industry knowledge and proven track records of

successfully building strong client relationships. Our new

teammates are already producing tangible results as C&I

commitments and originations increased meaningfully

throughout the year. Loan commitments totaled $8.3 billion with

$5.8 billion in new loan originations last year driven by new client

acquisition across our middle-market business and specialized

lending verticals, as well as by strengthening existing

relationships, across our franchise. Importantly, the team

achieved this growth while maintaining disciplined underwriting

standards and strong credit metrics.

The decline in commercial real estate loans and growth in

C&I is a critical component of our strategy to have a more

balanced, more diversified loan portfolio split one-third each

among C&I, commercial real estate, and consumer loans.

We grew select consumer, mostly residential, and small

business loans, further rebalancing our loan portfolio. This

diversification enhances the durability of our net interest income

and supports more consistent performance, which over time is

expected to result in an improved stock price valuation.

In private banking and wealth management, we enhanced

our ability to meet the growing demand for holistic financial

advice among high-net-worth individuals and business owners.

During the year, we named a new leader for this business from a

top-tier financial institution with extensive experience in global

private banking, wealth management, and financial distribution.

We recruited experienced private bankers and wealth advisors in

key markets and enhanced our products and financial solutions,

including family advisory services, trust, insurance, and estate

and succession planning. Additionally, to better serve these

clients, we opened private banking offices in key markets such as

New York City and Palm Beach. Later this year we will open a

third office in San Francisco. These three new offices supplement

our already established private client locations.

These investments strengthen our ability to serve clients

across the full spectrum of their financial lives. Over time, we

expect private banking and wealth management to represent an

increasingly important source of stable low-cost deposits, fee-

based revenue and deeper client relationships.

Becoming a leading regional bank also requires a sustained

commitment and investment in technology and operations to lay a

solid foundation for our long-term strategic goals, greater

efficiencies, and an even greater ability to serve our customers

and communities. A key component of this is our Flagstar S2

Platform – Simple, Sophisticated – the multi-year technology

transformation rolled out to our teammates in mid-2025. The S2

principles are clear: People Focused, Process Engineered, Data

Enabled, Technology Driven, and Risk and Control Managed.

Technology alone is not enough. Relationships remain

critical to building and maintaining industry-leading capabilities.

Last year we partnered with two external technology leaders to

support our transformation. That is why in mid-December our

Chief Information and Operations Officer and I traveled overseas

to spend time with these partners. These were not just courtesy

visits. The visits were about education, partnership, and culture.

What stood out across each visit wasn’t just their technological

capabilities, it was how the work gets done - partners who act like

teammates and share accountability - an extension of Flagstar’s

strategy, culture, and values.

Turning around Flagstar andleading it to profitability also

required strong expense discipline, which played a critical role in

our success in 2025. Last year, we undertook cost reduction

initiatives across the organization, reducing operating expenses

across the board including compensation, data and IT, occupancy,

vendor-related, FDIC expenses, and professional fees. We also

simplified our corporate structure and streamlined our regulatory

oversight through the elimination of our holding company –

which reduced overhead while maintaining strong safety and

soundness, allowing the executive leadership team to focus more

on the core business of banking.

These actions reduced our operating expenses by nearly

$700 million compared to the prior year, while preserving our

ability to invest in areas that drive growth and revenues. As a

result, we improved operating leverage and are on the path to

reducing the efficiency ratio that is more in line with our regional

bank peers.

We also enhanced our capital and liquidity positions this

past year. We ended the year with a Common Equity Tier One

capital ratio of 12.83%, well above our regional bank peers and

regulatory minimums. We also ended the year with robust

liquidity of more than$27 billion, supported by our diversified

funding capacity and high-quality liquid assets.

The stock market recognized our progress and performance

last year. In 2025, our stock price increased 35%, a strong

affirmation of the steps we have taken to strengthen our balance

sheet, improve earnings, and position the Bank for long-term

value creation. While we remain focused on sustainable long-term

performance rather than short-term market movements, we are

pleased that our efforts also are improving shareholder returns.

Progress like this reflects a strong and highly engaged

executive leadership team and Board of Directors. This team

brings deep industry experience and a shared commitment to

building a better Bank, capable of leading its peers in providing

value and service to clients, communities and shareholders. But

leadership takes work too, and in 2025, we engaged the

organizational effectiveness firm, Good Leadership, to hone our

craft and strengthen the alignment, commitment, and

accountability of my direct reports. The work included one-on-

one executive coaching, three leadership alignment retreats

during the year and one mission activation retreat focusing on the

alignment, commitment, and accountability of those leaders who

report to my directs. Just as important, our executive leadership

team shares a culture of collaboration – ensuring we make

decisions in the best interests of our shareholders, customers, and

teammates.

In last year’s letter, I discussed how our Strategic Plan

provides a roadmap for where we want to take Flagstar. This year,

I say with confidence that our Strategic Plan has become the

backbone of how we operate. Our Strategic Plan is clear and

consistent, and supported by three pillars: transform Flagstar into

a top-tier performing regional bank, create a customer-centric

culture that prioritizes valuable relationships, and foster an

effective risk management mindset that supports safe and sound

operations.

While all three pillars play critical parts in our success, our

priority in 2026 is to enhance our customer-centric culture and

create valuable client relationships. Our aim is straightforward:

we will deliver exceptional service, deepen our relationships with

both internal and external stakeholders, and prioritize profitable,

lasting customer relationships across our businesses. To this end,

we have strengthened our relationship depth through the

deployment of a small business coverage model across all retail

branches, expanded commercial and private banking into targeted

growth markets, and focused on multi-product client

relationships.

The early results from these actions are encouraging. In

2025, we received external validation that our customer-centric

strategy is resonating, receiving recognition from Crisil Coalition

Greenwich as a leader in Customer Service for Small Business

Banking. In addition, we were recently informed that Flagstar

Bank has been recognized as Best Bank – Customer Service for

Middle Market Banking in the U.S., reinforcing strong customer

satisfaction and advocacy among middle market clients.

Central to the Strategic Plan is a commitment to our

corporate values, which we rolled out in mid-2025, called – STAR

Values – Service, Teamwork, Achievement, and Respect. These

values are not aspirational statements. They guide us and reflect

who we are, how we work together and what drives our success.

These values reflect what we do every day – the behaviors that

drive our success, support our transformation and strengthen

relationships. Leadership at every level of the organization

reinforces these values.

If 2025 was about establishing a firm foundation, 2026 will

be about growth and sustainable profitability – moving from

defense to offense. This year we will continue to reduce our risk in

the commercial real estate portfolio, while returning to

disciplined growth in select markets. We will pursue high quality

C&I loan growth and deepen client relationships. In the private

bank we deliver a white glove, relationship first customer

experience. In our consumer business, we will advance our

customer engagement model and small business strategy to better

serve the entirety of our communities. We look forward to the

year ahead.

On behalf of our Board of Directors and Executive

Leadership team, I thank our teammates for their extraordinary

dedication. Whether serving in a frontline role or in a support

function, each teammate plays a key role in our success. I would

also express my deep appreciation to our customers for their

loyalty and trust in calling us their Bank. Finally, I am grateful to

you – our shareholders – for your continued support and

confidence. We believe Flagstar Bank is stronger, more focused,

and better positioned than at any time in recent years.

Sincerely,

Executive Chairman, President and

Chief Executive Officer

Meeting Notice

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

OF FLAGSTAR BANK, NATIONAL ASSOCIATION

By Order of the Board of Directors,

Bao Nguyen

Senior Executive Vice President, General Counsel and Chief of Staff

Hicksville, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2026

The Bank’s Notice of Annual Meeting, Proxy Statement, and 2025 Annual Report to Shareholders

are available, free of charge, atwww.proxyvote.com.