Floor & Decor Holdings, Inc. (FND) SEC Filings

Floor & Decor Holdings, Inc. Executive Chair Thomas V. Taylor reported an exercise-and-sell transaction and a gift of shares. On August 7, 2026, he exercised stock options for 218,189 shares of Class A common stock at an exercise price of $21.00 per share, fully exhausting two option grants. Those 218,189 shares were then sold in open-market transactions at a weighted average price of $62.30 per share. On August 6, 2026, he also made a bona fide gift of 16,969 shares of Class A common stock held indirectly through the Taylor Grantor Retained Annuity Trust to an adult child.

Floor & Decor Holdings, Inc. has a shareholder notice covering the potential sale of up to 218,189 shares of Class A common stock through UBS Financial Services Inc. on or about 08/07/2026, listed on the NYSE. These shares arise from stock option exercises totaling 32,879 and 185,310 shares. The aggregate market value of the shares covered is $13,715,578.73. Shares outstanding were 106,489,965, which is a baseline figure, not the amount being offered.

Floor & Decor Holdings EVP & CIO John J Adamson reported a tax-withholding disposition of 907 shares of Class A common stock on August 5, 2026, surrendering restricted stock to cover taxes upon vesting rather than selling shares on the open market. After this transaction, he directly holds 21,592 shares. A footnote explains that this holding figure also corrects earlier ownership reporting by giving effect to a previously reported 5,122-share restricted stock acquisition that had been inadvertently omitted from a prior Form 4 total.

Floor & Decor Holdings, Inc. reported modest top-line growth but significantly higher profitability for the thirteen weeks ended June 25, 2026. Net sales rose 3.0% to $1,250,270 thousand while comparable store sales declined 2.1% as transactions fell but average ticket increased. Net income grew to $95,870 thousand and diluted EPS to $0.89, helped by an approximately $56 million one-time benefit from IEEPA tariff refunds that lifted gross margin to 48.2%.

For the twenty-six weeks, net sales were $2,402,548 thousand and net income $135,579 thousand, with Adjusted EBITDA of $273,460 thousand, slightly below the prior year. Operating cash flow increased to $278,447 thousand, supporting $136,673 thousand of capital spending and $65,700 thousand of share repurchases under a $400,000 thousand authorization. The company ended with $320,614 thousand in cash, a $200,000 thousand term loan due 2033, $621,800 thousand of ABL availability, and unrestricted liquidity of $942.4 million while continuing store expansion amid a soft housing and consumer demand environment.

Floor & Decor Holdings, Inc. reported second-quarter fiscal 2026 net sales of $1,250.3 million, up 3.0% year over year, while comparable store sales declined 2.1%. Operating income rose to $124.0 million and net income to $95.9 million, with diluted EPS increasing to $0.89. The company opened five new warehouse stores, ending the quarter with 281 warehouse stores and five design studios, and returned $65.7 million to shareholders via share repurchases.

GAAP gross margin expanded to 48.2%, aided by one-time IEEPA tariff refunds, while Adjusted gross margin was 43.7% and Adjusted diluted EPS held at $0.58. For the first 26 weeks, net sales were $2,402.5 million, up 1.2%, with comparable store sales down 2.9%, net income of $135.6 million, and Adjusted EBITDA of $273.5 million. Cash and cash equivalents increased to $320.6 million. For fiscal 2026, management guides to net sales of $4,770–$4,990 million, comparable store sales of approximately (4.0)% to flat, diluted EPS of $2.20–$2.45, and Adjusted EBITDA of $550–$585 million, including a 53rd week contribution.

Floor & Decor Holdings, Inc. refinanced its main credit facilities, putting a new $200.0 million senior secured term loan in place and extending its debt maturity profile. The new term loan, arranged with Goldman Sachs Bank USA, matures on June 24, 2033 and carries interest at Adjusted Term SOFR or an Alternate Base Rate plus margins of 2.00% and 1.00%, respectively. It also includes an incremental feature that can expand borrowings by the greater of $530 million or 100% of Consolidated EBITDA, plus additional amounts based on leverage conditions.

The company also entered a new $800 million senior secured asset-based revolving facility with Bank of America, N.A., keeping the commitment size unchanged but extending the stated maturity to June 24, 2031 and adding a $200 million accordion feature. Both facilities are secured by substantially all U.S. assets, have customary covenants and events of default, and permit prepayment without penalty except for a 1.00% premium on certain early repricing of the term loan. The prior term loan and ABL agreements were fully repaid, their commitments terminated, and related guarantees and security interests released without early termination penalties.

Floor & Decor Holdings, Inc. executive vice president and chief financial officer Bryan Langley exercised expiring stock options to acquire 1,159 shares of Class A common stock at $9.99 per share. According to the filing, this was a cash exercise with no subsequent sale of the underlying shares, so it increased his direct equity stake. Following the transaction, he directly owns 43,175 shares of Class A common stock. The stock options, which vested in five equal annual installments each September 30 from 2017 through 2021, now show zero remaining balance after this exercise.

Floor & Decor Holdings, Inc. reported voting results from its virtual Annual Meeting held on May 6, 2026. Stockholders entitled to vote included 108,094,150 shares of common stock outstanding on the March 16, 2026 record date.

All eleven director nominees were elected by majority vote, each receiving over 97 million votes in favor with broker non-votes of 4,183,844. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved the non-binding "say-on-pay" proposal on named executive officer compensation and approved the Amended and Restated 2017 Stock Incentive Plan, with 98,622,276 votes for, 565,442 against, and 101,348 abstentions, plus 4,183,844 broker non-votes.

FMR LLC reports beneficial ownership of 13,760,605.75 shares of Floor & Decor Holdings Inc. Class A common stock, representing 12.7% of the class as shown on the cover. The filing states FMR LLC has sole dispositive power of 13,760,605.75 shares and sole voting power reported as 13,611,908.63. Ownership is reported in an amended Schedule 13G/A with an exhibit referencing a Power of Attorney.