FLAGSTAR BANK, NATIONAL ASSOCIATION
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 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 the Bank’s stock-based incentive plans may have shares of common stock withheld to fulfill the 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.
Shares Repurchased Pursuant to the Board of Directors’ Share Repurchase Authorization
We had no active share repurchase programs as of June 30, 2026. In July 2026, the Board authorized a stock repurchase program to repurchase up to $250 million of the Bank's outstanding shares of common stock over the next 12-month period. The Program may be suspended, modified, or discontinued at any time without prior notice. Share repurchases may be accomplished from time to time on the open market or otherwise, including through Rule 10b5-1 trading plans, which sets certain restrictions on the method, timing, price, and volume of share repurchases, or through privately negotiated transactions. The repurchase program does not obligate the Bank to acquire any shares.
Shares that are repurchased pursuant to the Bank’s 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 restricted stock awards.
The following table provides information relating to our repurchase of common stock for the three months ended June 30, 2026.
| Period | Total Shares of Common Stock Repurchased | Average Price Paid per Common Share | Total Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs |
|---|---|---|---|
| April 1 - 30, 2026 | 18,609 | $14.13 | $— |
| May 1 - 31, 2026 | 4,262 | 13.53 | — |
| June 1 - 30, 2026 | 112,045 | 15.15 | — |
| Total Second Quarter 2026 | 134,916 | $14.96 | — |
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