Franklin Covey (FC) COO updates holdings after LTIP share activity

Rhea-AI Filing Summary

Franklin Covey Co. (FC) reported insider equity activity by its Chief Operating Officer. On 10/20/2025, the COO had 149 common shares withheld (code F) at $17.65, typically for tax purposes, leaving 59,869 shares directly owned. On 11/21/2025, the executive received an award of 3,014 common shares at $0 (code A) under FY23 long-term incentive performance awards, increasing holdings to 62,883 shares.

Also on 11/21/2025, additional share withholdings of 1,333 shares at $15.13 and 470 shares at $19.56 occurred in connection with FY25 and FY23 long-term incentive vesting. After all reported transactions, the COO directly owns 61,080 Franklin Covey common shares.

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
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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^*

Dom Colleen D

(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)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		F		149(1)	D	$17.65	59,869	D
Common shares	11/21/2025		A		3,014(2)	A	$0	62,883	D
Common shares	11/21/2025		F		1,333	D	$15.13	61,550	D
Common shares	11/21/2025		F		470(3)	D	$19.56	61,080	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:

1. FY25 LTIP 1/3 time vested.

2. FY23 LTIP Performance Awards.

3. FY23 LTIP time vested.

	/s/ Stephanie King, Attorney-in-Fact	11/25/2025
	** 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).
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FAQ

What insider transaction did Franklin Covey (FC) report in this Form 4?

The filing reports multiple equity transactions by Franklin Covey's Chief Operating Officer, including share awards and share withholdings related to long-term incentive plan vesting.

How many Franklin Covey (FC) shares does the COO own after these transactions?

Following the reported transactions, the COO directly owns 61,080 Franklin Covey common shares.

What share awards did the Franklin Covey COO receive on 11/21/2025?

On 11/21/2025, the COO acquired 3,014 Franklin Covey common shares at $0 (code A), identified as FY23 LTIP Performance Awards.

Why were some Franklin Covey (FC) shares marked with transaction code F?

Transactions coded F involve share dispositions often tied to tax withholding on vesting awards. On 10/20/2025 and 11/21/2025, the COO had 149, 1,333, and 470 shares withheld at prices of $17.65, $15.13, and $19.56, respectively.

What long-term incentive plans are referenced in the Franklin Covey COO Form 4?

The explanations reference FY25 LTIP time-vested awards and FY23 LTIP performance and time-vested awards, which drove the equity grants and related share withholdings.

Is the Franklin Covey COO considered an officer or director in this filing?

The reporting person is identified as an Officer of Franklin Covey with the title COO; the director and 10% owner boxes are not checked.