Floor & Decor (NYSE: FND) EVP reports RSU tax-withholding stock moves

Rhea-AI Filing Summary

Floor & Decor Holdings EVP of Merchandising Ersan Sayman reported tax-related share dispositions tied to restricted stock unit (RSU) vesting. On February 26, 2026 and February 27, 2026, RSUs were settled and a portion of the underlying Class A common shares was surrendered to satisfy tax withholding obligations.

These Form 4 entries, coded "F," reflect tax-withholding dispositions rather than open-market sales. Following the latest transaction on February 27, 2026, Sayman directly owned 51,239 shares of Floor & Decor 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^*

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)
02/26/2026

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)		340	D	$70.14	51,997	D
Class A common stock, par value $0.001	02/27/2026		F(1)		218	D	$69.09	51,779	D
Class A common stock, par value $0.001	02/27/2026		F(1)		540	D	$69.09	51,239	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.
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FAQ

What insider activity did FND executive Ersan Sayman report on this Form 4?

Ersan Sayman reported tax-withholding dispositions of Floor & Decor Class A shares linked to vested RSUs. Shares were surrendered to cover tax obligations, not sold in the open market, as indicated by transaction code F and the accompanying footnote.

Were the FND shares in this Form 4 open-market sales or tax withholding?

The transactions were tax-withholding dispositions, not open-market sales. Code F and the footnote explain that shares underlying RSUs were surrendered to satisfy Sayman’s tax withholding obligation when those restricted stock units vested.

How many Floor & Decor shares does Ersan Sayman own after these transactions?

After the latest reported transaction on February 27, 2026, Ersan Sayman directly owned 51,239 shares of Floor & Decor Class A common stock, according to the post-transaction ownership figure disclosed in the Form 4 data.

What does transaction code F mean in this FND Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. Here, it shows RSU-related shares were withheld or surrendered to cover Sayman’s tax obligations upon vesting of his restricted stock units.

What role does insider Ersan Sayman hold at Floor & Decor Holdings (FND)?

Ersan Sayman is reported as Executive Vice President – Merchandising at Floor & Decor Holdings. His Form 4 reflects equity compensation activity and related tax-withholding share dispositions in the company’s Class A common stock.

Does this FND Form 4 suggest a change in insider sentiment or just tax withholding?

The Form 4 reflects tax-withholding dispositions tied to RSU vesting rather than discretionary stock sales. Shares were delivered to satisfy tax obligations, so the filing mainly documents compensation-related mechanics, not a strategic change in Sayman’s ownership stance.