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FLAGSTAR BANK, NATIONAL ASSOCIATION

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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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, 2026 · Filed Nov 6, 2026

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 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

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 repurchase 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 set 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. In October 2026, we completed our share repurchases under the program and, as a result, had repurchased the full $250 million of the Bank's outstanding shares of common stock authorized under the program.

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 September 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 · Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in millions)
July 1 - 31, 20262,734,456$14.112,636,606$212.9
August 1 - 31, 20266,749,19113.766,738,455$120.2
September 1 - 30, 20267,220,15312.607,211,746$29.3
Total Third Quarter 202616,703,800$13.3216,586,807
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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.