FLAGSTAR BANK, NATIONAL ASSOCIATION

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all the

information you should consider, and you should read the entire proxy statement carefully before voting. For more complete information

regarding the 2025 performance of Flagstar Bank, N.A. (the “Company” or the "Bank"), please review our 2025 Annual Report on Form

10-K, which accompanies this proxy statement and can be found here: ir.flagstar.com.

VOTING MATTERS

HIGHLIGHTS

COMPANY PROFILE

Flagstar Bank, N.A. is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At December 31,

2025, the Bank had$87.5 billion of assets,$61.0 billion of loans, deposits of$66.0 billion, and total shareholders' equity of$8.1 billion.

Flagstar Bank, N.A. operates approximately 340 locations across nine states, with strong footholds in the greater New York/New Jersey

metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast.

INTERNAL CORPORATE REORGANIZATION

Effective October 17, 2025, the Bank became the successor reporting company to Flagstar Financial, Inc. ("Flagstar Financial"), the

former holding company for the Bank, pursuant to an internal corporate reorganization to eliminate the Bank’s holding company

structure (the “Reorganization”). In connection with the completion of the Reorganization, Flagstar Financial was merged with and into

the Bank (the “Merger”), with the Bank continuing as the surviving entity.

At the effective time of the Merger, the outstanding shares of Flagstar Financial’s Common Stock and Series A preferred stock were

cancelled and automatically converted into an equivalent number of shares of the Bank’s Common Stock and Series A preferred stock.

Flagstar Financial’s Series B and Series D preferred stock were also converted into Common Stock of the Bank, except that such

conversion was instead into non-voting equity securities that are substantially identical to the Series B and Series D preferred stock to

the extent that ownership of the additional Common Stock would otherwise be prohibited by law or require approval by a government

entity. As a result, the shares of capital stock of the Bank are now owned directly by shareholders in the same proportion as their

ownership of Flagstar Financial capital stock immediately prior to the Merger. Further, each warrant to purchase either Series D

preferred stock or Common Stock of Flagstar Financial was converted automatically into a warrant to purchase shares of the Bank’s

Common Stock or, as applicable, the Bank’s Series D preferred stock. In addition, each of Flagstar Financial's outstanding warrants to

purchase shares of Flagstar Financial Common Stock forming a part of a unit of Flagstar Financial's outstanding Bifurcated Option Note

Unit SecuritiESSM(the “BONUSES Units”) was converted automatically into a warrant to purchase Bank Common Stock upon the same

terms applicable to the outstanding warrants immediately prior to the Reorganization. Immediately following the Merger, the Bank had

substantially the same outstanding capital stock with substantially the same rights and privileges as the outstanding capital stock of

Flagstar Financial immediately prior to the Merger. Immediately after the Merger, the Bank had substantially the same consolidated

assets, liabilities and shareholders’ equity as Flagstar Financial immediately prior to the Merger. The Bank assumed Flagstar Financial's

debt obligations, equity incentive plans, equity compensation plans, and other compensation plans as a result of the Merger.

2025 PERFORMANCE

For full-year 2025, the Bank's net loss significantly improved and returned to profitability in the fourth quarter. For the year ended

December 31, 2025, the Bank reported a net loss of$177 million compared to a net loss of$1,118 million for the year ended 2024. Net

loss attributable to common shareholders for the year ended 2025 was$210 million or$0.50 per diluted share compared to a net loss

attributable to common shareholders of$1,153 million or$3.49 per diluted share for the year ended 2024. In the fourth quarter of 2025,

the Bank reported net income of$29 million compared to a net loss$188 million in the fourth quarter of 2024. Net income attributable to

common shareholders was$21 million, or$0.05 per diluted share compared to a net loss attributable to common shareholders of$196

million, or$0.47 per diluted share in the fourth quarter of 2024.

Both full-year 2025 and 2024 results included the impact of certain actions the Bank took throughout those years, including merger-

related expenses, expenses related to certain strategic initiatives and for 2024, expenses related mainly to the purchase of certain

assets and the assumption of certain liabilities of Signature Bridge Bank, N.A.

Financial highlights for the year ended December 31, 2025 include:

•The Bank returned to profitability during the fourth quarter of 2025, reporting net income attributable to common shareholders

of$21 million, or$0.05 per diluted share.

•Our CET1 capital ratio improved 100 basis points to 12.83% at December 31, 2025 as a result of balance sheet deleveraging

and improving profitability, placing the Bank in the top quartile among our regional bank peers.

•During 2025, we had continued momentum in our C&I lending business as total C&I loan commitments were$8.3 billion, while

we funded or originated$5.8 billion in new loans.

•The Bank continued to reduce its commercial real estate exposure as total multi-family and commercial real estate loans

declined $7.6 billion or 17% compared to December 31, 2025. In addition, our CRE concentration ratio was 381% at

December 31, 2025.

•Commercial real estate par payoffs totaled$5.5 billion during 2025, including nearly 50% that were classified as "Substandard"

loans.

•Total criticized and classified loans declined$2.8 billion or 19% since December 31, 2024.

•Net charge-offs decreased $541 million or 61% to $351 million or 0.55% of average loans.

•Our provision for credit losses declined $908 million or 83% during 2025 to $184 million.

•We reduced our operating expenses by $683 million or 26% in 2025.

•Brokered deposits declined$7.8 billion or 77% to $2.4 billion at December 31, 2025 compared to December 31, 2024.

•Insured deposits were 80% of total deposits compared to regional bank peers of 56%

EXECUTIVE COMPENSATION HIGHLIGHTS

•Pay Aligned With Performance: Our executive compensation program is structured to align a substantial portion of total

compensation with Bank, business line, and individual performance. This reinforces a direct link between realized pay,

long‑term value creation, and sound risk management.

•Balanced Pay Mix: Consistent with regional banking peers, the majority of compensation for the Chief Executive Officer

("CEO") and other Named Executive Officers ("NEOs") is delivered in variable, at‑risk components. Long‑term incentives

constitute the largest share of CEO compensation, emphasizing sustained performance and shareholder alignment.

•Long‑Term Incentives Focused on Sustainable Value: Long‑term incentive ("LTI") awards incorporate a mix of

performance‑based and time‑based equity designed to support multiyear strategic objectives and retention. The aggregate LTI

value granted for the current year is modestly lower compared to the prior year, reflecting the impact of stock option awards

granted last year that reduced the need for a comparable level of new equity distribution in the current cycle. This approach

supports prudent share utilization while maintaining competitive long‑term incentive opportunities.

•Performance‑Based Annual Incentives: Annual incentive opportunities are tied to achievement against pre‑established

financial, operational, and strategic goals. Award determinations reflect actual performance outcomes and reinforce

accountability for delivering shareholder value.

•Market‑Competitive Compensation: Target compensation opportunities are benchmarked annually against a carefully selected

regional banking peer group to ensure competitiveness, support talent retention, and maintain the integrity of the

pay‑for‑performance framework.

•Robust Governance Practices: Key program features include stock ownership guidelines for executives, a clawback policy,

prohibitions on hedging and pledging, and double‑trigger change‑in‑control vesting.

GOVERNANCE HIGHLIGHTS

We are committed to maintaining the highest standards of corporate governance. Strong corporate governance practices will help us

achieve our strategic goals and maintain the trust and confidence of our shareholders and other constituents. During 2025, we

continued to work with our Board to improve our corporate governance framework. Highlights of our current governance standards and

policies framework include:

•Our Board of Directors is a well-rounded group of individuals that possess a variety of specialized skills, knowledge and

experiences, which enables them to bring unique perspectives to our business.

•In connection with our completion of the Reorganization in October 2025, we declassified our Board structure, which we

believe is the proper Board governance structure for the Bank and is also favored by our shareholders. This eliminated the

supermajority voting requirements previously included in Flagstar Financial's certificate of incorporation.

•The Board is committed to enhancing the Bank’s corporate governance practices and recognizes that sound corporate

governance practices are necessary to maintain the trust and confidence of shareholders and other stakeholders.

•78% of our Board members satisfy New York Stock Exchange ("NYSE") independence standards (“Independent Directors”),

and each of the Compensation, Audit, and Nominating and Corporate Governance Committees is comprised wholly of

Independent Directors.

•Our Lead Independent Director has significant governance responsibilities.

•Our Bylaws provide for “proxy access,” allowing eligible shareholders to include their own nominees for director in the Bank’s

proxy materials.

•Our Board Risk Assessment Committee meets at least on a quarterly basis and oversees a robust and exacting enterprise risk

management program.

COMMUNITY SUPPORT

Service to our customers and the community is an important part of the Bank’s culture. We support the communities we serve through

lending, investments, services, and charitable giving, including the Flagstar Foundation, with the following notable highlights:

•Bank employees in 2025 volunteered nearly 6,000 hours of service to over 300 community organizations;

•In 2025, the Bank contributed over $2.5 million through CRA grants, sponsorships, and community grass-roots initiatives;

•The Flagstar Foundation awarded more than $2.9 million in grants during 2025 to 110 community organizations in Michigan,

Indiana, Ohio, Florida, Arizona, New York, New Jersey, Wisconsin and California, aiding citizens in their communities through

supporting charitable causes in workplace readiness, arts and culture, financial capability, tax preparation services, and

disaster relief funds;

•Between the Flagstar Gift and Flagstar Power-Up programs, the Bank provided $2.5 million in down payment assistance in

2025 to low to moderate-income borrowers.