Floor & Decor (NYSE: FND) EVP uses 1,033 shares to cover RSU taxes

Rhea-AI Filing Summary

Floor & Decor Holdings EVP Steven Alan Denny reported tax-related share dispositions. On February 26–27, he surrendered a total of 1,033 shares of Class A common stock, at deemed prices around $69–70 per share, to cover tax withholding on vesting restricted stock units. After these transactions, he directly held about 19,131 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^*

DENNY STEVEN ALAN

(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, STORE OPERATIONS

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)		276	D	$70.14	19,888	D
Class A common stock, par value $0.001	02/27/2026		F(1)		218	D	$69.09	19,670	D
Class A common stock, par value $0.001	02/27/2026		F(1)		539	D	$69.09	19,131	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 insider transaction did FND executive Steven Alan Denny report?

Steven Alan Denny reported disposing of shares to cover taxes on vesting RSUs. He surrendered 1,033 Floor & Decor Class A shares through tax-withholding dispositions rather than open-market sales, as indicated by Form 4 transaction code F and the related footnote.

Were Steven Alan Denny’s FND share dispositions open-market sales?

No, the dispositions were not open-market sales. The Form 4 shows code F transactions, meaning shares underlying RSUs were surrendered solely to satisfy tax withholding obligations upon vesting, with the deemed dispositions exempt under Rule 16b-3(e) rather than discretionary selling.

How many Floor & Decor (FND) shares did Steven Alan Denny surrender?

He surrendered a total of 1,033 Class A common shares. The Form 4 lists 276 shares on February 26 and 218 plus 539 shares on February 27, all used to satisfy tax withholding obligations on restricted stock unit vesting events.

What was Steven Alan Denny’s FND share ownership after the transactions?

After the tax-withholding dispositions, his direct ownership was reported at 19,131 Class A common shares. Transaction tables show 19,888, 19,670, and then 19,131 shares following sequential dispositions on February 26 and 27, reflecting his remaining directly held equity stake.

At what prices were the FND tax-withholding dispositions recorded?

The dispositions were recorded at deemed prices of $70.14 and $69.09 per share. These prices apply to the RSU-related share surrenders on February 26 and 27, respectively, and reflect the fair market value used for satisfying tax obligations on vesting.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, it shows that Floor & Decor executive Steven Alan Denny surrendered RSU shares to cover tax withholding, rather than executing ordinary market purchases or sales of stock.