Floor & Decor (FND) CFO surrenders shares to cover RSU taxes

Rhea-AI Filing Summary

Floor & Decor Holdings EVP & CFO Bryan Langley reported small share disposals tied to tax withholding on equity awards. On February 26–27, he surrendered 319, 273 and 270 shares of Class A common stock at prices around $69–$70 per share.

According to the footnote, these shares came from vested restricted stock units and were withheld to cover his tax obligations, rather than sold in open-market transactions. After the latest transaction on February 27, he directly owned 28,541 shares of Class A common stock.

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^*

LANGLEY BRYAN

(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 & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		F(1)		319	D	$70.14	29,084	D
Class A common stock, par value $0.001	02/27/2026		F(1)		273	D	$69.09	28,811	D
Class A common stock, par value $0.001	02/27/2026		F(1)		270	D	$69.09	28,541	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/ David V. Christopherson, by Power of Attorney	03/02/2026
	** 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).
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FAQ

What did Floor & Decor (FND) executive Bryan Langley report on this Form 4?

Bryan Langley, EVP & Chief Financial Officer, reported three small dispositions of Class A common stock. The shares were surrendered to cover tax withholding on vested restricted stock units, rather than sold in the open market, and qualify as exempt under Rule 16b-3(e).

How many Floor & Decor (FND) shares were disposed of for tax withholding?

The Form 4 shows three dispositions totaling 319, 273, and 270 shares of Class A common stock. These shares were withheld from restricted stock units that vested and used specifically to satisfy the executive’s tax withholding obligations tied to those RSU awards.

At what prices were the surrendered Floor & Decor (FND) shares valued?

The surrendered Class A common stock was valued at $70.14 per share on February 26 and $69.09 per share on February 27. These values are used to determine the number of shares needed to cover the executive’s tax withholding from the vested restricted stock units.

How many Floor & Decor (FND) shares does Bryan Langley own after these Form 4 transactions?

After the final reported transaction on February 27, Bryan Langley directly owns 28,541 shares of Floor & Decor Class A common stock. This figure reflects his holdings following the surrender of certain shares to satisfy tax withholding obligations on vested restricted stock units.

Were Bryan Langley’s Floor & Decor (FND) share disposals open-market sales?

No, the Form 4 footnote explains the shares represent restricted stock units surrendered for tax withholding at vesting. This is an administrative tax-withholding disposition and is exempt under Rule 16b-3(e), rather than a discretionary open-market sale by the executive.