Form 4: Flagstar CFO's Stock Transaction for Tax Obligations

Flagstar Bank's SEVP & CFO, Lee Matthew Smith, reported a disposition of 2,131 common shares to cover tax obligations on vested stock.

Summary

• Lee Matthew Smith, SEVP & Chief Financial Officer of Flagstar Bank, National Association (NYSE:FLG), reported a transaction on March 24, 2026.
• The transaction involved the disposition of 2,131 shares of Common Stock to cover tax obligations on shares for which restrictions had lapsed.
• The price per share for this disposition was $0, indicating a tax withholding event rather than a sale for cash.
• Following this transaction, Mr. Smith directly beneficially owns 852,939 shares of Common Stock.
• Additionally, Mr. Smith indirectly beneficially owns 48,967 shares of Common Stock through a Stock Award granted on December 1, 2022, under the Issuer's 2016 Stock Award and Incentive Plan.
• The directly held shares include certain shares that were previously held by Stock Awards and have subsequently vested, as well as service-based restricted stock units that will vest over time.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine, non-discretionary transaction related to the vesting of equity awards and tax obligations, which typically has a neutral impact on market sentiment.

Positives

• The vesting of restricted stock units, which led to the tax obligation, indicates the fulfillment of performance or service conditions by the executive.

Future Outlook

Remaining shares granted under the Stock Award on December 1, 2022, will vest in two approximately equal annual installments commencing on December 1, 2026.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as tax-related dispositions upon vesting of equity awards, are common across industries, particularly in financial services. This transaction is consistent with standard executive compensation practices and typically does not signal significant operational changes or strategic shifts for Flagstar Bank.

Comparison to Industry Standards

• This transaction aligns with typical executive compensation practices in the financial services industry, where equity awards often vest over several years, leading to tax obligations upon vesting.
• Similar tax-related dispositions are routinely observed among executives at peer institutions like JPMorgan Chase (NYSE: JPM) or Bank of America (NYSE: BAC) when restricted stock units vest.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary tax-related transaction, not a discretionary sale of shares.
• Employees: Reflects standard executive compensation practices involving equity awards.

Next Steps

• The remaining 48,967 shares from the December 1, 2022 Stock Award will vest in two approximately equal annual installments commencing on December 1, 2026.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary transaction for tax withholding upon the vesting of equity awards. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is a standard part of executive compensation and does not indicate a change in management's confidence in the company.

Keywords

Flagstar Bank, FLG, Lee Matthew Smith, Form 4, insider transaction, stock award, tax withholding, CFO, executive compensation