Director Alessandro DiNello to leave board; Eli Miller appointed to Flagstar Bank board

FLAGSTAR BANK, NATIONAL ASSOCIATION

DiNello will not stand for re-election at the 2026 Annual Meeting (June 9, 2026); his term ends at that meeting.
No disagreement with the Bank regarding operations, policies or practices led to his decision.
Eli Miller was appointed to the Board effective April 1, 2026, filling a vacancy from Brian Callanan's resignation.
Miller is a Senior Managing Director of Liberty Strategic Capital, appointed under the 2024 Investment Agreement.
Standard non-employee director compensation: $97,500 cash retainer, $130,000 equity award, plus committee retainers.

item 5.02

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