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Franklin Covey (FC) Form 4 details FY23 LTIP share awards

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider WHITMAN ROBERT A
Role Director
Type Security Shares Price Value
Grant/Award Common shares 14,151 $0.00 --
Tax Withholding Common shares 6,858 $15.13 $104K
Tax Withholding Common shares 2,207 $19.56 $43K
Grant/Award Common shares 4,992 $0.00 --
Holdings After Transaction: Common shares — 716,098 shares (Direct)
Footnotes (1)
  1. FY23 B.LTIP Time Vested FY25. FY23 LTIP Performance Awards. FY23 LTIP Time Vested.
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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*
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.

Source: View Original Filing on SEC EDGAR

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.