Floor & Decor (FND) EVP & CIO reports RSU tax withholding and performance award shares

Rhea-AI Filing Summary

Floor & Decor Holdings EVP & CIO John J. Adamson reported routine equity compensation activity. On 2/24/2026, he disposed of 253 shares of Class A common stock at a deemed price of $69.61 per share to cover tax withholding on vesting restricted stock units.

On the same date, he acquired 691 shares at $0.00 per share as part of a performance-based stock award granted on 2/24/2025. This sub-tranche was earned after performance conditions were certified on 2/19/2026 and remains subject to time-based vesting through the third anniversary of the grant date.

Insights

Equity Compensation Analyst

Routine tax-withholding and performance RSU vesting with no open-market trading.

The transactions show John J. Adamson, EVP & CIO of Floor & Decor Holdings, managing standard equity compensation. He surrendered 253 shares at a deemed $69.61 to satisfy tax withholding triggered by RSU vesting, which is a non-discretionary, administrative disposition.

He simultaneously received 691 shares at $0.00 from a performance award granted on 2/24/2025, earned after meeting performance conditions certified on 2/19/2026. The award tranche still requires time-based service through the third anniversary of grant, so longer-term retention conditions remain in place.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adamson John J

Role EVP & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock, par value $0.001	253	$69.61	$18K
Grant/Award	Class A common stock, par value $0.001	691	$0.00	--

Holdings After Transaction: Class A common stock, par value $0.001 — 17,094 shares (Direct)

Footnotes (1)

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). 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.

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^*

Adamson John J

(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 & CIO

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)		253	D	$69.61	17,094	D
Class A common stock, par value $0.001	02/24/2026		A(2)		691	A	$0	17,785	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.
* 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 did Floor & Decor (FND) EVP & CIO John J. Adamson report in this Form 4?

He reported routine equity compensation activity, including shares surrendered for tax withholding and shares received from a performance-based stock award. These movements reflect standard RSU vesting and do not represent open-market buying or selling of Floor & Decor common stock.

How many Floor & Decor shares did John J. Adamson dispose of for taxes?

He disposed of 253 shares of Class A common stock at a deemed price of $69.61 per share. The shares were surrendered to cover tax withholding obligations triggered when restricted stock units vested, rather than sold in an open-market transaction.

How many Floor & Decor (FND) shares did Adamson acquire in the performance award?

He acquired 691 shares of Class A common stock at $0.00 per share as part of a performance award granted on February 24, 2025. The amount earned followed certification of performance conditions by the Compensation Committee on February 19, 2026.

Are the newly acquired Floor & Decor shares fully vested for John J. Adamson?

No, the 691 shares represent one sub-tranche of a performance award that remains subject to time-based vesting. The sub-tranche will continue to vest through the end of the third anniversary of the original grant date, tying the award to continued service.

Does this Form 4 show open-market buying or selling of Floor & Decor stock by Adamson?

The filing does not show open-market trades. It reports a tax-withholding disposition of 253 shares from vested RSUs and a grant of 691 shares from a performance-based award, both typical equity compensation and withholding mechanisms rather than discretionary market transactions.

What performance conditions were tied to Adamson’s Floor & Decor performance award?

The award granted February 24, 2025, was subject to performance conditions certified by the Compensation Committee on February 19, 2026. After certification, this sub-tranche became earned, though it remains subject to additional time-based vesting requirements through the third anniversary of grant.