Director at Floor & Decor (FND) granted 2,195 restricted stock units in equity award

Rhea-AI Filing Summary

MARSHALL RYAN reported acquisition or exercise transactions in this Form 4 filing.

Floor & Decor Holdings, Inc. director Ryan Marshall reported an equity award in the form of restricted stock units (RSUs) tied to Class A common stock. He was granted 2,195 RSUs at a reference price of $68.34 per share, increasing his directly held stake to 10,638 shares-equivalent after the award. These RSUs represent a contingent right to receive one share of Class A common stock for each unit and are scheduled to vest on February 23, 2027, aligning his compensation with long-term shareholder value.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MARSHALL RYAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock, par value $0.001	2,195	$68.34	$150K

Holdings After Transaction: Class A common stock, par value $0.001 — 10,638 shares (Direct)

Footnotes (1)

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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^*

MARSHALL RYAN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		2,195(1)	A	$68.34	10,638	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. Comprised of Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest on February 23, 2027.

Remarks:

	/s/ David V. Christopherson, by Power of Attorney	02/25/2026
	** 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.

FAQ

What insider transaction did Floor & Decor (FND) report for Ryan Marshall?

Floor & Decor reported that director Ryan Marshall received an award of 2,195 restricted stock units linked to Class A common stock. These RSUs are a form of equity compensation, not an open-market share purchase or sale, and align his interests with long-term shareholders.

How many Floor & Decor (FND) RSUs did Ryan Marshall receive and at what price?

Ryan Marshall was granted 2,195 restricted stock units with a reference price of $68.34 per share. Each unit represents a right to receive one share of Class A common stock upon vesting, providing equity-based compensation tied to the company’s performance.

When do Ryan Marshall’s new Floor & Decor (FND) RSUs vest?

The 2,195 restricted stock units granted to Ryan Marshall vest on February 23, 2027. Vesting means he will receive one share of Class A common stock for each RSU at that date, subject to any applicable service or other vesting conditions.

What is Ryan Marshall’s total Floor & Decor (FND) share-equivalent holding after this Form 4?

After the reported RSU grant, Ryan Marshall’s directly held share-equivalent position is 10,638. This figure includes the newly awarded 2,195 restricted stock units, which each correspond to one share of Class A common stock once they vest in February 2027.

Is Ryan Marshall’s Floor & Decor (FND) transaction a buy or a sale of shares?

The filing shows an acquisition through a grant or award of 2,195 restricted stock units, not an open-market buy or sale. This is equity compensation, giving him a contingent right to receive Class A common shares upon vesting rather than cash trading activity.

What type of security did Ryan Marshall receive from Floor & Decor (FND)?

Ryan Marshall received restricted stock units representing Class A common stock of Floor & Decor. Each RSU converts into one share when vested, with these 2,195 units scheduled to vest on February 23, 2027, subject to the plan’s terms and conditions.