[Form 4] Franklin Covey Company Insider Trading Activity

Rhea-AI Filing Summary

Franklin Covey Co. (NYSE: FC) – Form 4 insider transaction

On 11 July 2025, Michael Sean Merrill Covey, President of the company’s Education Division, reported the acquisition of 2,136 common shares of Franklin Covey Co. under the FY25 Long-Term Incentive Plan (LTIP). The filing lists the transaction code as “A,” indicating an acquisition, and discloses a transaction price of $0.00, confirming these are equity awards rather than open-market purchases. Following the grant, the executive’s direct beneficial ownership stands at 229,636 common shares.

The accompanying footnote states that the FY25 LTIP award vests in three equal tranches scheduled for October 2025, October 2026 and October 2027. No derivative securities were reported in Table II, and no dispositions or sales were disclosed.

• Insider role: Officer—President, Education Division
• Filing party: Form filed by one reporting person
• Nature of acquisition: Equity grant under the company’s LTIP (no cash outlay)
• Post-transaction ownership: 229,636 common shares held directly

No other transactions, sales, or amendments were included in this Form 4.

Positive

• Increased insider ownership: President of the Education Division acquired 2,136 additional shares, bringing total direct holdings to 229,636, modestly aligning interests with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Executive received 2,136 LTIP shares, increasing direct holdings to 229,636; no sales reported—signal skews modestly positive.

The award adds roughly 0.016 % to Franklin Covey’s 13.3 million share float, so dilution is de minimis. More importantly, the transaction raises the officer’s direct stake, aligning management with shareholders over a three-year vesting horizon. Because the shares were granted at no cost, it is compensation-driven rather than an opportunistic market purchase, limiting the transaction’s predictive power regarding valuation. Nonetheless, the absence of any concurrent dispositions avoids negative optics. In isolation, the filing is incrementally positive for sentiment but not materially impactful to valuation metrics or liquidity.

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^*

Covey Michael Sean Merrill

(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)
	President, Education Division

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		2,136(1)	A	$0	229,636	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

How many Franklin Covey (FC) shares did the insider acquire?

Michael Sean Merrill Covey acquired 2,136 common shares on 11 July 2025.

Was the insider transaction a purchase or an award?

The Form 4 lists the transaction code "A" at a price of $0.00, indicating an equity award under the FY25 LTIP.

What is the executive’s total Franklin Covey shareholding after the transaction?

Following the award, Mr. Covey directly owns 229,636 common shares.

When do the awarded shares vest?

The FY25 LTIP grant vests in three equal tranches in October 2025, October 2026, and October 2027.

Did the insider sell any Franklin Covey shares in this filing?

No; the Form 4 reports only an acquisition and lists no dispositions.

Does this filing create significant dilution for shareholders?

No; 2,136 shares represent a negligible fraction of Franklin Covey’s total outstanding shares.