Floor & Decor (NYSE: FND) EVP records RSU tax and award moves

Rhea-AI Filing Summary

Floor & Decor Holdings EVP Steven Alan Denny reported routine equity compensation transactions. On February 24, 2026, he disposed of 695 shares of Class A common stock at a deemed price of $69.61 per share to satisfy tax withholding related to vesting restricted stock units, a tax-withholding disposition exempt under Rule 16b-3(e).

On the same date, he acquired 1,954 shares at $0.00 per share as one sub-tranche of a performance-based restricted stock unit award granted on February 24, 2025, which was earned after Compensation Committee certification on February 19, 2026 and remains subject to time-based vesting conditions through the end of the third anniversary of the grant date. Following these transactions, his directly held shares reported in this filing totaled 20,164.

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

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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^*

DENNY STEVEN ALAN

(Last) (First) (Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2500 WINDY RIDGE PARKWAY, SE

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Floor & Decor Holdings, Inc. [ FND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, STORE OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Class A common stock, par value $0.001	02/24/2026		F(1)		695	D	$69.61	18,210	D
Class A common stock, par value $0.001	02/24/2026		A(2)		1,954	A	$0	20,164	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. Represents shares underlying restricted stock units ("RSUs") surrendered to satisfy the reporting person's tax withholding obligation upon vesting of the RSUs. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

2. Represents one sub-tranche of a performance award granted on 2/24/2025. The amount earned was subject to attainment of certain performance conditions and certification thereof by the Compensation Committee, which certification occurred on 2/19/2026. The sub-tranche remains subject to time-based vesting conditions through the end of the third anniversary of the date of grant.

Remarks:

	/s/ David V. Christopherson, by Power of Attorney	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Floor & Decor (FND) EVP Steven Alan Denny report?

Steven Alan Denny reported two equity compensation-related transactions: a tax-withholding disposition of 695 shares at $69.61 per share and an acquisition of 1,954 shares at $0.00 per share from a performance-based restricted stock unit award tied to prior performance certification.

Why did Floor & Decor (FND) EVP surrender 695 shares in this Form 4 filing?

He surrendered 695 shares underlying restricted stock units to satisfy tax withholding obligations when the RSUs vested. This deemed disposition is characterized as a payment of tax liability by delivering securities and is exempt under Rule 16b-3(e) rather than an open-market stock sale.

What is the 1,954-share award reported by Floor & Decor (FND) EVP Steven Alan Denny?

The 1,954 shares represent one sub-tranche of a performance award granted on February 24, 2025. The amount earned depended on specific performance conditions, certified by the Compensation Committee on February 19, 2026, and remains subject to time-based vesting to the third anniversary of grant.

How many Floor & Decor (FND) shares did the EVP hold after these Form 4 transactions?

After completing the reported tax-withholding disposition and the performance award share acquisition, Steven Alan Denny directly held 20,164 shares of Floor & Decor Class A common stock, as disclosed in the post-transaction ownership figures within the Form 4 insider transaction data.

Are the Floor & Decor (FND) insider transactions open-market buys or sells?

The transactions are not open-market trades. One is a tax-withholding disposition, using 695 vested shares to cover tax obligations, and the other is a 1,954-share grant or award acquisition from a performance-based restricted stock unit grant, recorded at a price of $0.00 per share.