[Form 4] Franklin Covey Company Insider Trading Activity

Rhea-AI Filing Summary

Franklin Covey Co. (NYSE: FC) – Form 4 filing dated 14 July 2025

Chief Accounting Officer Anthony D. Hatch reported an acquisition of 855 Franklin Covey common shares on 11 July 2025. The shares were received at $0.00 per share, indicating a long-term incentive plan (FY25 LTIP) award rather than an open-market purchase. Following the grant, Hatch’s direct beneficial ownership increased to 11,507 shares.

• No derivative securities were reported.
• The award will vest in three tranches in October 2025, 2026 and 2027.
• The filing was submitted by attorney-in-fact Stephanie King.

The transaction modestly increases insider equity alignment but is immaterial to share count or trading volume and does not imply management’s view on valuation.

Positive

• Increase in insider ownership: CAO’s holdings rise to 11,507 shares, signalling ongoing alignment with shareholders.
• Retention incentive: Three-year vesting schedule encourages long-term performance focus.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small LTIP grant; neutral market impact.

The $0 cost award merely executes the company’s FY25 long-term incentive program. While insider ownership rises ~7.4%, the absolute number—855 shares—represents less than 0.01% of Franklin Covey’s outstanding stock and therefore carries negligible valuation impact. Because no shares were sold, the filing avoids a negative signal, yet does not constitute a bullish open-market purchase. I view it as routine compensation disclosure.

Corporate Governance Expert

TL;DR: Routine equity grant supports alignment, not material.

The staggered vesting schedule (2025-2027) incentivises retention and performance, consistent with best-practice governance. However, the grant size is modest for a C-suite role and unlikely to influence strategic behaviour alone. No red flags on compliance or filing timeliness were observed. Overall governance impact is limited.

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
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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^*

Hatch Anthony Derek

(Last) (First) (Middle)

2200 WEST PARKWAY BLVD.

(Street)

SALT LAKE CITY UT 84119

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		A		855(1)	A	$0	11,507	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, third vesting Oct 2025, Oct 2026, Oct 2027.

	Stephanie King, Attorney-in-Fact	07/14/2025
	** 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 insider transaction did Franklin Covey (FC) disclose on 14 July 2025?

The CAO reported receiving 855 common shares on 11 July 2025 under the FY25 LTIP at $0.00 per share.

How many Franklin Covey shares does Anthony D. Hatch now own?

After the grant, he directly owns 11,507 common shares.

Was the transaction an open-market purchase or a grant?

It was a grant; the Form 4 lists a $0 price, indicating an incentive award, not a market purchase.

When will the awarded shares vest?

The FY25 LTIP shares vest in October 2025, 2026, and 2027.

Did any Franklin Covey insider sell shares in this filing?

No. The filing reports only an acquisition; there were no sales or disposals.