Form 4: Denny Alan withholds 152 RSUs for taxes—FND insider filing

Rhea-AI Filing Summary

Transaction: On 08/05/2025, DENNY STEVEN ALAN (EVP, STORE OPERATIONS) reported the surrender of 152 restricted stock units (RSUs) to satisfy tax withholding upon vesting; the filing notes the deemed disposition is exempt under Rule 16b-3(e).

Details: Reported price per share: $82.56; beneficial ownership following the transaction: 18,905 shares (direct). Form 4 was signed on 08/06/2025 by Stacy S. Ingram by Power of Attorney.

Insights

Financial Analyst

TL;DR: Routine RSU withholding of 152 shares; no material change to ownership or valuation.

This Form 4 discloses a tax-withholding disposition: 152 RSUs were surrendered upon vesting at a reported price of $82.56, leaving 18,905 shares beneficially owned directly. The filing cites the exemption under Rule 16b-3(e), indicating a non-market-sale withholding event rather than a cash sale or open-market transaction. For investors and analysts, this is a routine compensation settlement with no indicated change to voting control or sizeable shift in outstanding insider holdings.

Corporate Governance Expert

TL;DR: Compliance filing documenting RSU vesting and tax withholding; governance action appears routine and procedural.

The report identifies the reporting person as Denny Steven Alan, EVP, Store Operations, and documents RSU surrender to meet tax obligations upon vesting. The disclosure specifies the exempt treatment under Rule 16b-3(e) and was executed via Power of Attorney on 08/06/2025. There are no disclosures of option exercises, open-market sales, or changes in beneficial ownership beyond the withholding; governance controls (timely filing, POA signature) are observed. This is a standard compensation-related Form 4 with no material governance concern.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DENNY STEVEN ALAN

Role EVP, STORE OPERATIONS

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock, par value $0.001	152	$82.56	$13K

Holdings After Transaction: Class A common stock, par value $0.001 — 18,905 shares (Direct)

Footnotes (1)

1. [object Object]

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^*

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)
08/05/2025

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
Class A common stock, par value $0.001	08/05/2025		F(1)		152	D	$82.56	18,905	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).

Remarks:

	/s/ Stacy S. Ingram, by Power of Attorney	08/06/2025
	** 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 transaction did the Form 4 for FND report?

The Form 4 reports the surrender of 152 RSUs on 08/05/2025 to satisfy tax withholding upon vesting.

Who is the reporting person on this Form 4 (FND)?

The reporting person is DENNY STEVEN ALAN, listed as EVP, STORE OPERATIONS.

What was the reported price and resulting beneficial ownership after the transaction?

The reported price per share is $82.56 and beneficial ownership following the transaction is 18,905 shares (direct).

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/06/2025 by Stacy S. Ingram, by Power of Attorney.

Is the withholding disposition treated as exempt?

Yes. The filing states the deemed disposition of withheld shares is exempt pursuant to Rule 16b-3(e).