Floor & Decor (NYSE: FND) EVP nets RSU award and withholds shares

Rhea-AI Filing Summary

Floor & Decor Holdings EVP merchandising Ersan Sayman reported routine equity compensation activity involving restricted stock units. On 2/24/2026, he surrendered 693 shares of Class A common stock at a deemed price of $69.61 per share to cover tax withholding on vested RSUs, a disposition treated as exempt under Rule 16b-3(e).

On the same date, he acquired 1,954 shares through a granted sub-tranche of a performance award originally granted on 2/24/2025, which became 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. Following these transactions, his directly held stake increased to 52,337 shares.

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^*

SAYMAN ERSAN

(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 - MERCHANDISING

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)		693	D	$69.61	50,383	D
Class A common stock, par value $0.001	02/24/2026		A(2)		1,954	A	$0	52,337	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).
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FAQ

What insider transactions did Floor & Decor (FND) EVP Ersan Sayman report?

Ersan Sayman reported two equity compensation-related transactions on 2/24/2026: surrendering 693 shares to cover tax withholding on vested RSUs and acquiring 1,954 shares from a performance award sub-tranche that had met its performance conditions and remains subject to time-based vesting.

How many Floor & Decor (FND) shares did the EVP surrender for taxes?

He surrendered 693 shares of Class A common stock at a deemed price of $69.61 per share to satisfy tax withholding obligations upon RSU vesting. This deemed disposition is exempt under Rule 16b-3(e) and reflects a non-open-market tax-withholding transaction tied to equity compensation.

What stock award did the Floor & Decor (FND) EVP receive in this Form 4?

He acquired 1,954 shares of Class A common stock from one sub-tranche of a performance award granted on 2/24/2025. The award was earned after performance conditions were certified on 2/19/2026 and remains subject to additional time-based vesting requirements until the third anniversary of grant.

How many Floor & Decor (FND) shares does EVP Ersan Sayman own after these transactions?

After the tax-withholding surrender and the performance award share acquisition, his directly held ownership increased to 52,337 shares of Class A common stock. These holdings reflect his post-transaction balance as reported, combining the effect of both the exempt disposition and award-related acquisition.

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

Neither transaction was an open-market trade. The 693-share disposition was a tax-withholding surrender tied to RSU vesting, and the 1,954-share increase came from a grant or award sub-tranche of a performance-based equity grant, both categorized as compensation-related movements rather than market purchases or sales.

What conditions apply to the Floor & Decor (FND) EVP’s performance award shares?

The 1,954 shares relate to a performance award sub-tranche granted on 2/24/2025. The amount earned depended on achieving specified performance conditions, certified on 2/19/2026, and the sub-tranche remains subject to time-based vesting through the end of the third anniversary of the grant date.