Franklin Covey: Procter delivers or withholds 130 shares

A footnote ties the reported shares to the FY25 LTIP and says one-third was time vested.

Rhea-AI Filing Summary

At Franklin Covey Co. (FC), President Enterprise Division Holly Procter reported that 130 common shares were delivered or withheld for payment of exercise price or tax liability on October 18, 2026. The reported price was $17.95 per share. The transaction was direct, and her reported holdings afterward were 12,607 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 130 shares

Exercise Price or Tax Liability 1 txn

Insider Procter Holly

Role President Enterprise Division

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	common shares F1	130	$17.95	$2K

Holdings After Transaction: common shares — 12,607 shares (Direct)

Footnotes (1)

1. F1. FY25 LTIP 1/3rd time vested.

Key Figures

Shares delivered or withheld: 130 shares Reported price per share: $17.95 per share Holdings after transaction: 12,607 common shares +1 more

4 metrics

Shares delivered or withheld 130 shares October 18, 2026

Reported price per share $17.95 per share October 18, 2026 transaction

Holdings after transaction 12,607 common shares Reported following the transaction

FY25 LTIP portion time vested One-third Footnote describing the award

Key Terms

LTIP, time vested, exercise price or tax liability

3 terms

LTIP financial

"FY25 LTIP 1/3rd time vested."

LTIP stands for Long-Term Incentive Plan, a company program that pays executives and key employees with stock, cash, or other rewards tied to multi-year performance targets and continued service. It matters to investors because it aligns management’s pay with the company’s long-term success—like paying a gardener in future harvest to ensure the orchard thrives—while also affecting share count and reported expenses, which can influence future returns.

time vested financial

"1/3rd time vested"

exercise price or tax liability financial

"payment of exercise price or tax liability"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Holly Procter report for FC?

Holly Procter reported 130 common shares delivered or withheld for payment of exercise price or tax liability on October 18, 2026, at a reported price of $17.95 per share. The transaction was direct, and her reported position afterward was 12,607 common shares. No Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/20/2026 - 04:40 PM EDT Accepted by SEC EDGAR 10/20/2026 - 04:39 PM EDT 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^*

Procter Holly

(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 Enterprise Division

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2026

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	10/18/2026		F		130(1)	D	$17.95	12,607	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 1/3rd time vested.

	/s/ Stephanie King, Attorney-in-Fact	10/20/2026
	** 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)