UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 924, 2026

Flagstar Bank, National Association

(Exact Name of Registrant as Specified in Charter)

United States of America

1-31565

38-2734984

(State or Other Jurisdiction
of Incorporation)

Commission File Number

(IRS Employer Identification No.)


102 Duffy Avenue,	Hicksville,	New York	11801
(Address of principal executive offices)

(516) 683-4100

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

FLG

New York Stock Exchange

Bifurcated Option Note Unit Securities SM

FLG PRU

New York Stock Exchange

Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock

FLG PRA

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

~~ITEM~~Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition

AsOn ~~described in Item 5.07 of this Current Report on Form 8-K (“Report”)~~July 24, ~~at the annual meeting of shareholders (the “Annual Meeting”)~~2026, ~~the shareholders of~~ Flagstar Bank, ~~N.A.~~National Association (the “Bank”) ~~approved~~issued a ~~proposal~~press torelease ~~amend~~reporting ~~the~~its ~~Flagstar~~financial ~~Bank,~~results ~~N.A., 2020 Omnibus Incentive Plan (“Incentive Plan”) to increase the shares of Common Stock reserved~~ for ~~issuance under~~ the ~~Incentive~~quarter ~~Plan~~ended ~~by 12~~June 30,~~000,000~~ ~~shares (the “Incentive Plan Amendment”)~~2026. ~~Accordingly,~~A ~~the~~copy ~~Board~~ of ~~Directors has adopted~~ the ~~Incentive~~press ~~Plan~~release ~~Amendment. The foregoing description of the Incentive Plan (as amended) does not purport to be complete and~~ is ~~qualified in its entirety by reference to the text of the Incentive Plan (as amended), which is~~ attached as Exhibit 1099.1 to this ~~Report and is incorporated herein by reference~~report.

~~ITEM~~Item 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosures

~~(a)The~~Beginning ~~Annual~~on ~~Meeting~~July 24, of2026, the Bank ~~was~~intends ~~held~~to ondistribute ~~Tuesday,~~and ~~June 9,~~make ~~2026~~available to investors, ~~virtually~~and ~~via~~to ~~webcast~~post on its website, ~~pursuant~~the towritten ~~notice~~presentation ~~duly~~attached ~~given~~hereto as Exhibit 99.2.

~~(b)At~~Item ~~the~~8.01 ~~close~~Other of business on April 10, 2026, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 416,784,450 outstanding shares of the Bank’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Bank.Events

~~(c)At~~On ~~the~~July 24, ~~Annual Meeting~~2026, the ~~holders~~Bank ofissued ~~347,190,027~~a ~~shares~~press release announcing that its Board of ~~the~~Directors ~~Bank’s~~has authorized a common stock ~~were~~repurchase ~~represented~~program inunder ~~person~~which orthe byBank ~~proxy~~may ~~constituting~~repurchase aup ~~quorum~~to $250 million of its outstanding common stock over the next 12-month period.

~~(d)The~~Repurchases ~~matters~~may ~~considered~~be conducted through open-market purchases, which may include purchases under a trading plan adopted pursuant to Securities and ~~voted~~Exchange onCommission byRule 10b5-1, or through privately negotiated transactions. The timing and exact amount of any share repurchases will be subject to a variety of factors, including the availability of stock for repurchases, the Bank’s ~~shareholders~~capital atposition and financial performance, regulatory considerations, and general market conditions. The share repurchase program does not obligate the ~~Annual~~Bank ~~Meeting~~to acquire any specific number of shares and may be modified, suspended, or discontinued at any time without prior notice. Any future stock repurchase programs would be subject to the approval of the Board of Directors and other various factors, including the ~~vote~~Bank’s ~~itself~~liquidity, ~~were~~capital asposition ~~follows:~~and financial performance, accounting and regulatory considerations, and general market conditions.

~~1)The~~A ~~following~~copy ~~individuals~~of ~~were~~the ~~elected~~press release is attached as ~~directors,~~Exhibit ~~each~~99.3 ~~for~~to athis ~~one~~current report on Form 8-~~year~~K ~~term,~~and byis ~~the~~incorporated ~~following~~by ~~vote:~~reference herein.

Name	Shares Voted For	Shares Voted Against	Abstentions
Milton Berlinski	317,274,695	6,539,740	899,147
Alan Frank	320,866,496	2,975,197	871,889
Marshall Lux	317,277,171	6,554,116	882,295
Eli H. Miller	321,380,715	2,463,785	869,082
Steven T. Mnuchin	311,080,540	12,803,427	829,615
Joseph Otting	320,823,418	3,026,823	863,341
Allen C. Puwalski	321,353,297	2,490,765	869,520
Jennifer R. Whip	320,377,273	3,505,434	830,875

The information in Item 2.02 and Item 7.01 this Current Report on Form 8-K and the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

~~There~~Item ~~were~~9.01 ~~49,476,445~~Financial ~~broker~~Statements ~~non-votes~~and ~~on this proposal.~~Exhibits

2)The appointment of KPMG LLP as the independent registered public accounting firm of the Bank for the fiscal year ending December 31, 2026, was ratified by the following vote:

Shares Voted For						Shares Voted Against						Abstentions
369,716,004						3,581,585						892,438

There were 0 broker non-votes on this proposal.

3)The results of the vote to approve, on a non-binding advisory basis, the compensation of the Bank’s named executive officers were as follows:

Shares Voted For						Shares Voted Against						Abstentions
262,444,105						60,772,773						1,496,704

There were 49,476,445 broker non-votes on this proposal.

4)The results of the vote to approve the Incentive Plan Amendment to the Flagstar Bank, N.A. 2020 Omnibus Incentive Plan were as follows:

Shares Voted For						Shares Voted Against						Abstentions
274,608,504						48,478,199						1,626,879

There were 49,476,445 broker non-votes on this proposal.

ITEM 7.01 Regulation FD Disclosures

On June 9, 2026, the Bank issued a press release announcing preliminary voting results from the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 7.01, as well as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit						Description of Exhibit
No.
10.1						Amended Flagstar Bank, N.A 2020 Omnibus Incentive Plan
99.1						Press release regarding Results of Operations and Financial Condition issued by the Bank on July 24, 2026
99.1						Press release issued by the Bank on June 9, 2026.
99.2						Written presentation to be distributed and made available to investors, and posted on the Bank's website, beginning July 24, 2026
99.3						Press release regarding repurchases issued by the Bank on July 24, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:	~~June~~July 1124, 2026	~~Flagstar~~FLAGSTAR ~~Bank~~BANK, ~~National~~NATIONAL ~~Association~~ASSOCIATION
		/s/ Peter Sullivan
		/s/ Salvatore DiMartino
		Peter Sullivan
		Salvatore DiMartino
		Executive Vice President and General Counsel
		Executive Vice President and Director of Investor Relations

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