Franklin Covey CEO uses 4,344 shares for taxes

Franklin Covey’s CEO settled equity award obligations with 4,344 shares, retaining 136,920 common shares directly.

Rhea-AI Filing Summary

FRANKLIN COVEY CO (FC) reported that CEO Paul S. Walker had 4,344 common shares delivered or withheld on September 2, 2026 for payment of exercise price or tax liability, valued at $20.35 per share under the company’s 2024 LTIP. Following this transaction, he holds 136,920 common shares directly. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Exercise Price or Tax Liability: 4,344 shares

Exercise Price or Tax Liability 1 txn

Insider Walker Paul S

Role CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	common shares F1	4,344	$20.35	$88K

Holdings After Transaction: common shares — 136,920 shares (Direct)

Footnotes (1)

1. F1. 2024 LTIP

Key Figures

Shares delivered or withheld: 4,344 shares Reference price per share: $20.35 per share Direct holdings after transaction: 136,920 shares

3 metrics

Shares delivered or withheld 4,344 shares Common shares used for payment of exercise price or tax liability on September 2, 2026

Reference price per share $20.35 per share Value applied to the 4,344 common shares delivered or withheld

Direct holdings after transaction 136,920 shares CEO Paul S. Walker’s direct common share holdings following the September 2, 2026 transaction

Key Terms

Payment of exercise price or tax liability, Rule 10b5-1, 2024 LTIP

3 terms

Payment of exercise price or tax liability financial

"delivered or withheld on September 2, 2026 for payment of exercise price or tax liability"

Rule 10b5-1 regulatory

"No Rule 10b5-1 trading plan is reported for this transaction"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

2024 LTIP financial

"valued at $20.35 per share under the company’s 2024 LTIP"

FAQ

What insider transaction did FC CEO Paul S. Walker report?

CEO Paul S. Walker reported that 4,344 common shares were delivered or withheld on September 2, 2026 for payment of exercise price or tax liability related to equity awards under the 2024 LTIP.

How many FRANKLIN COVEY (FC) shares does the CEO hold after this Form 4?

After the September 2, 2026 transaction, CEO Paul S. Walker directly holds 136,920 common shares of FRANKLIN COVEY CO.

What was the reference price in the FC CEO’s September 2, 2026 transaction?

The transaction used a reference value of $20.35 per share for the 4,344 common shares delivered or withheld for payment of exercise price or tax liability.

Was the FC CEO’s reported transaction under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for the September 2, 2026 transaction by CEO Paul S. Walker.

What is the purpose of the 4,344 FC shares disposed of by the CEO?

The 4,344 common shares were delivered or withheld for payment of exercise price or tax liability in connection with equity compensation under the 2024 LTIP, rather than as an open-market sale.

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

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Available on EDGAR 09/03/2026 - 07:13 PM Accepted by SEC EDGAR 09/03/2026 - 07:12 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^*

Walker Paul S

(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)
	CEO

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		4,344(1)	D	$20.35	136,920	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)