Franklin Covey exec uses 589 shares for taxes

Rhea-AI Filing Summary

FRANKLIN COVEY CO (FC) reported that Michael Sean Merrill Covey, President Education Division, had 589 common shares withheld or delivered on September 2, 2026 to satisfy exercise price or tax liability under the 2024 LTIP at an indicated value of $20.35 per share. After this code F transaction, he holds 225,739 common shares directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise Price or Tax Liability: 589 shares

Exercise Price or Tax Liability 1 txn

Insider Covey Michael Sean Merrill

Role President Education Division

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	common shares F1	589	$20.35	$12K

Holdings After Transaction: common shares — 225,739 shares (Direct)

Footnotes (1)

1. F1. 2024 LTIP

Key Figures

Shares delivered or withheld: 589 shares Indicated value per share: $20.35 per share Shares held after transaction: 225,739 shares

3 metrics

Shares delivered or withheld 589 shares Common shares used for payment of exercise price or tax liability on September 2, 2026

Indicated value per share $20.35 per share Applied to the 589 common shares in the code F transaction

Shares held after transaction 225,739 shares Direct ownership of Franklin Covey common shares following the September 2, 2026 transaction

Key Terms

Payment of exercise price or tax liability, 2024 LTIP, common shares

3 terms

Payment of exercise price or tax liability financial

"code F event meaning shares were delivered or withheld for payment of exercise price or tax liability"

2024 LTIP financial

"footnote indicates the transaction relates to the 2024 LTIP"

common shares financial

"the reported security title is common shares"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

FAQ

What did Franklin Covey (FC) disclose in this Form 4 for Michael Covey?

The filing reports that Michael Sean Merrill Covey had 589 common shares withheld or delivered on September 2, 2026 to cover exercise price or tax liability related to the 2024 LTIP, leaving him with 225,739 common shares held directly.

Did Michael Covey of FC sell shares on the open market?

No. The reported transaction is a code F event, meaning 589 shares were delivered or withheld to pay an exercise price or tax liability at an indicated $20.35 per share. It is not reported as an open-market purchase or sale.

How many Franklin Covey (FC) shares does Michael Covey hold after this transaction?

After the September 2, 2026 transaction, Michael Sean Merrill Covey is reported as directly holding 225,739 common shares of Franklin Covey Co.

What price is associated with the 589 FC shares in this Form 4?

The 589 common shares delivered or withheld for exercise price or tax liability are reported at an indicated value of $20.35 per share, consistent with a code F transaction for compensation-related obligations.

Was a Rule 10b5-1 trading plan involved in this FC Form 4 transaction?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, so no Rule 10b5-1 trading plan is reported in connection with this transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 07:32 PM Accepted by SEC EDGAR 09/03/2026 - 07:32 PM Learn about SEC filing dates

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)

C/O FRANKLIN COVEY CO.

13907 S. MINUTEMAN DRIVE, SUITE 500

(Street)

DRAPER UTAH 84020

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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

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

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

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	09/02/2026		F		589(1)	D	$20.35	225,739	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. 2024 LTIP

	/s/ Stephanie King, Attorney-in-Fact	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)