Floor & Decor (NYSE: FND) EVP logs tax share surrender and equity award

Rhea-AI Filing Summary

Floor & Decor Holdings executive David Victor Christopherson, EVP, CAO & CLO, reported offsetting equity transactions in Class A common stock. He disposed of 1,329 shares at $69.61 per share to cover tax withholding on vested RSUs, then received a 2,686‑share performance-based stock award at no cost. The new award is tied to previously certified performance conditions and remains subject to time-based vesting through the third anniversary of the original 2/24/2025 grant.

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^*

Christopherson David Victor

(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, CAO & CLO

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)		1,329	D	$69.61	24,672	D
Class A common stock, par value $0.001	02/24/2026		A(2)		2,686	A	$0	27,358	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	02/26/2026
	** 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 transactions did FND executive David Victor Christopherson report?

He reported a tax-related share disposition and a new equity award. Christopherson surrendered 1,329 shares to cover RSU tax withholding and received 2,686 shares from a performance-based stock grant that remains subject to time-based vesting conditions.

Was the FND insider transaction a typical tax-withholding event?

Yes. The 1,329 shares were surrendered to satisfy tax withholding on vested RSUs. The filing notes this deemed disposition is exempt under Rule 16b-3(e), indicating it was an administrative step rather than an open-market sale transaction.

What kind of stock award did FND grant to Christopherson?

He received 2,686 shares from a performance award sub-tranche granted on February 24, 2025. The Compensation Committee certified performance on February 19, 2026, and the shares remain subject to time-based vesting through the end of the third anniversary of grant.

How did these Form 4 transactions affect Christopherson’s direct FND share holdings?

After the tax-withholding disposition, his direct holdings were 24,672 shares. Following the 2,686‑share performance award, his direct ownership increased to 27,358 shares of Floor & Decor Holdings Class A common stock, according to the reported post-transaction balances.

Did Christopherson buy or sell FND shares on the open market?

No open-market trades were reported. The disposition involved 1,329 shares withheld to cover taxes on RSU vesting, and the acquisition was a 2,686‑share grant at zero price as part of a performance-based equity award, not a market purchase.