Franklin Covey (FC) exec gets 3,385-share signing bonus, 989 withheld for taxes

Rhea-AI Filing Summary

Franklin Covey Co executive Holly Procter, President of the Enterprise Division, reported routine equity compensation activity in company common shares. She received a grant of 3,385 common shares at no cost as a signing bonus with one-third vesting. To cover associated tax obligations, 989 shares were disposed of through a tax-withholding mechanism at $23.30 per share. After these transactions, she directly holds 13,726 common shares of Franklin Covey.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Procter Holly

Role President, Enterprise Division

Type	Security	Shares	Price	Value
Grant/Award	Common shares	3,385	$0.00	--
Tax Withholding	Common shares	989	$23.30	$23K

Holdings After Transaction: Common shares — 13,726 shares (Direct, null)

Footnotes (1)

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Key Figures

Share grant: 3,385 common shares Tax-withheld shares: 989 common shares Tax-withholding price: $23.30 per share +1 more

4 metrics

Share grant 3,385 common shares Grant/award acquisition as signing bonus

Tax-withheld shares 989 common shares Shares disposed of for tax withholding

Tax-withholding price $23.30 per share Price used for 989-share tax-withholding disposition

Post-transaction holdings 13,726 common shares Direct ownership after grant and tax withholding

Key Terms

tax-withholding disposition, grant/award acquisition, signing bonus, Common shares

4 terms

tax-withholding disposition financial

"989 shares were reported as a tax-withholding disposition at $23.30 per share"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

"3,385 common shares were reported as a grant/award acquisition at no cost"

signing bonus financial

"A footnote describes the equity grant as a signing bonus with one-third vesting"

Common shares financial

"Both transactions involve Franklin Covey common shares held directly by the executive"

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.

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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^*

Procter Holly

(Last) (First) (Middle)

13907 SOUTH 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)
06/03/2026

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	06/03/2026		A		3,385(1)	A	$0	13,726	D
Common shares	06/03/2026		F		989	D	$23.3	12,737	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. Signing bonus 1/3 vesting

	Stephanie King Attorney-in-Fact	06/04/2026
	** 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)

FAQ

What insider share transactions did Holly Procter report at Franklin Covey (FC)?

Holly Procter reported a grant of 3,385 Franklin Covey common shares and a tax-withholding disposition of 989 shares. These non-market transactions reflect equity compensation and related tax settlement rather than open-market buying or selling activity.

How many Franklin Covey (FC) shares were granted to Holly Procter in this filing?

Holly Procter received a grant of 3,385 Franklin Covey common shares at no purchase price. The filing notes this grant is part of a signing bonus with one-third vesting, indicating a structured equity compensation award rather than a market purchase.

Why were 989 Franklin Covey (FC) shares disposed of in Holly Procter’s filing?

The 989 Franklin Covey shares were disposed of to satisfy tax obligations related to the equity award. This tax-withholding disposition, priced at $23.30 per share, is a standard mechanism and is not an open-market sale by the executive.

What is Holly Procter’s Franklin Covey (FC) shareholding after these transactions?

Following the reported grant and tax-withholding disposition, Holly Procter directly holds 13,726 Franklin Covey common shares. This total reflects her position after receiving 3,385 shares and having 989 shares withheld for tax purposes on the same date.

Is Holly Procter’s transaction in Franklin Covey (FC) an open-market trade?

No, the filing shows a grant of 3,385 shares and a tax-withholding disposition of 989 shares, both non-market events. The disposition covers tax liability on the award rather than representing a discretionary open-market share sale.