[Form 4] FRANKLIN COVEY CO Insider Trading Activity

Rhea-AI Filing Summary

Franklin Covey Co (FC) filed a Form 4 reporting equity transactions by a director. On 11/10/2022, the director acquired 4,992 common shares at $0, related to an FY23 long-term incentive plan. On 11/21/2025, the director received an additional 14,151 common shares at $0 from FY23 LTIP performance awards, and had shares withheld or surrendered in two transactions of 6,858 shares at $15.13 and 2,207 shares at $19.56, tied to FY23 LTIP time-vested awards. After these transactions, the director beneficially owns 707,033 common shares, held directly.

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

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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^*

WHITMAN ROBERT A

(Last) (First) (Middle)

4200 TEXAS COMMERCE TOWER WEST

2200 ROSS AVE

(Street)

DALLAS TX 75201

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2022

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	11/10/2022		A		4,992(1)	A	$0	701,947	D
Common shares	11/21/2025		A		14,151(2)	A	$0	716,098	D
Common shares	11/21/2025		F		6,858	D	$15.13	709,240	D
Common shares	11/21/2025		F		2,207(3)	D	$19.56	707,033	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. FY23 B.LTIP Time Vested FY25.

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).
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 Franklin Covey (FC) disclose in this Form 4 filing?

The Form 4 reports a Franklin Covey director acquiring and disposing of common shares in connection with FY23 long-term incentive plan awards, and updates the director's total shareholdings.

How many Franklin Covey (FC) shares does the reporting person own after the transactions?

Following the reported transactions, the director beneficially owns 707,033 Franklin Covey common shares, held in direct ownership.

What share awards did the Franklin Covey (FC) director receive?

The director received 4,992 common shares on 11/10/2022 and 14,151 common shares on 11/21/2025, both at $0, described as FY23 LTIP time vested and FY23 LTIP performance awards.

Were any Franklin Covey (FC) shares sold or surrendered in this Form 4?

Yes. On 11/21/2025, the director had 6,858 shares disposed of at $15.13 and 2,207 shares disposed of at $19.56, both coded as F transactions.

What does transaction code "F" mean for the Franklin Covey (FC) Form 4?

In this context, transactions coded F reflect dispositions of shares typically associated with tax withholding or similar events upon vesting, as indicated by the LTIP footnotes.

What long-term incentive plans are referenced in the Franklin Covey (FC) Form 4?

The explanations reference FY23 B.LTIP Time Vested FY25, FY23 LTIP Performance Awards, and FY23 LTIP Time Vested as the sources of the reported share awards.