FC insider Michael Covey reports two gift dispositions totaling 4,000 shares

Rhea-AI Filing Summary

Michael Sean Covey, President of the Education Division at Franklin Covey Co. (FC), reported two dispositions of common stock recorded as gifts. On 01/27/2025 he disposed of 3,000 shares and on 02/04/2025 he disposed of 1,000 shares, each with a reported price of $0 and transaction code G (gift). Following these transactions his beneficial ownership is reported as 223,500 shares, filed on the Form 4 by an attorney-in-fact.

Positive

• Dispositions coded G (gifts) with $0 price indicate no cash proceeds were realized
• Form 4 was filed and signed by an attorney-in-fact, showing the transactions were reported under Section 16

Negative

• Beneficial ownership decreased to 223,500 shares after the reported dispositions

Insights

Corporate Governance Expert

Insider reported two gift dispositions reducing reported holdings to 223,500 shares.

The filings show two non‑sale dispositions coded G, which indicates transfers recorded as gifts rather than market sales, each at a $0 price. This means there were no cash proceeds reported from these transactions.

Dependencies include the purpose of the gifts and any related reporting by recipients; monitor subsequent Forms 4 or 5 for additional transfers or confirmations within the next few months.

Insider Compliance Expert

Transactions follow typical Section 16 reporting; no exercise or derivative activity disclosed.

The Form 4 lists only non‑derivative common share dispositions and shows filings were made by an attorney-in-fact with a signature dated 10/09/2025, indicating administrative handling of the report. No option exercises, purchases, or derivative positions are reported.

Investors and compliance teams will likely watch for any related gift recipient filings or estate planning disclosures; expect any follow-up reporting within standard Section 16 timelines.

Insider Trade Summary

4,000 shares gifted

Mixed 2 txns

Insider Covey Michael Sean Merrill

Role President, Education Division

Type	Security	Shares	Price	Value
Gift	common shares	1,000	$0.00	--
Gift	common shares	3,000	$0.00	--

Holdings After Transaction: common shares — 223,500 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Covey Michael Sean Merrill

(Last) (First) (Middle)

2200 WEST PARKWAY BLVD.

(Street)

SALT LAKE CITY UT 84119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN COVEY CO [ FC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Education Division

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common shares	01/27/2025		G		3,000	D	$0	224,500	D
common shares	02/04/2025		G		1,000	D	$0	223,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Stephanie King, Attorney-in-Fact	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 for Franklin Covey (FC) report?

It reported two common share dispositions by Michael Sean Covey: 3,000 shares on 01/27/2025 and 1,000 shares on 02/04/2025, each at $0 and coded G.

What does transaction code G mean on a Form 4 for FC?

Transaction code G denotes a transfer that is a bona fide gift; the reported price here is $0, consistent with gift reporting.

How many shares does the reporting person own after these transactions?

The filing shows the reporting person beneficially owned 223,500 shares following the reported transactions.

Were any derivative transactions or option exercises reported?

No. Table II for derivative securities is empty; only non-derivative common share dispositions are recorded.

Who signed the Form 4 for these transactions?

The Form 4 was signed by an attorney-in-fact, Stephanie King, with a signature date of 10/09/2025.