What was the nature of the share disposition reported by Thomas V. Taylor at Floor & Decor (FND)?

The disposition involved 3,593 shares surrendered to satisfy tax withholding obligations upon vesting of restricted stock units. It is characterized as a tax-withholding disposition under code F, exempt under Rule 16b-3(e), and not as an open-market sale of shares.

Floor & Decor (NYSE: FND) chair logs stock award and tax withholding shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Floor & Decor Holdings, Inc. executive chair Thomas V. Taylor reported equity compensation activity involving Class A common stock. On the same date, he surrendered 3,593 shares at $69.61 per share to cover tax withholding on vesting restricted stock units, and received a grant or award of 12,537 shares at no cost as a sub-tranche of a performance award originally granted on February 24, 2025, which remains subject to additional time-based vesting conditions. After these transactions, he held 209,386 shares directly, plus 33,938 shares held indirectly through the Taylor Grantor Retained Annuity Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider TAYLOR THOMAS V

Role Executive Chair

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock, par value $0.001	3,593	$69.61	$250K
Grant/Award	Class A common stock, par value $0.001	12,537	$0.00	--
holding	Class A common stock, par value $0.001	--	--	--

Holdings After Transaction: Class A common stock, par value $0.001 — 196,849 shares (Direct); Class A common stock, par value $0.001 — 33,938 shares (Indirect, By the Taylor Grantor Retained Annuity Trust, of which Mr. Taylor is the trustee.)

Footnotes (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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 04:05 PM

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^*

TAYLOR THOMAS V

(Last)

(First)

(Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2500 WINDY RIDGE PARKWAY, SE

(Street)

ATLANTA

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chair

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock, par value $0.001	02/24/2026		F⁽¹⁾		3,593	D	$69.61	196,849	D
Class A common stock, par value $0.001	02/24/2026		A⁽²⁾		12,537	A	$0	209,386	D
Class A common stock, par value $0.001								33,938	I	By the Taylor Grantor Retained Annuity Trust, of which Mr. Taylor is the trustee.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Thomas V. Taylor report for Floor & Decor (FND)?

Thomas V. Taylor reported a tax-withholding disposition of 3,593 Class A shares at $69.61 and an acquisition of 12,537 shares as a grant or award. These moves reflect routine equity compensation and related tax settlement rather than open-market buying or selling.

How many Floor & Decor (FND) shares does Thomas V. Taylor hold after the reported Form 4?

After the reported transactions, Thomas V. Taylor directly held 209,386 Class A shares. In addition, 33,938 shares were held indirectly through the Taylor Grantor Retained Annuity Trust, of which he is trustee, reflecting both direct and indirect ownership positions.

What type of equity award did Thomas V. Taylor receive from Floor & Decor (FND)?

He received 12,537 shares as one sub-tranche of a performance award granted on February 24, 2025. The amount earned depended on performance conditions certified on February 19, 2026 and remains subject to time-based vesting through the third anniversary of grant.

How are indirect Floor & Decor (FND) shares held for Thomas V. Taylor structured?

Indirect holdings of 33,938 Class A shares are reported as held by the Taylor Grantor Retained Annuity Trust, where Thomas V. Taylor serves as trustee. This structure reflects ownership through a trust vehicle rather than solely in his individual name.