Floor & Decor (FND) EVP surrenders shares to cover RSU tax withholding

Rhea-AI Filing Summary

Floor & Decor Holdings, Inc. executive vice president and chief information officer John J. Adamson reported two small share disposals related to tax withholding on vested restricted stock units. On February 26, 154 Class A shares at $70.14 were surrendered, followed by 254 shares at $69.09 on February 27. After these transactions, he held 17,377 shares directly. The footnote explains these were shares underlying RSUs surrendered to cover tax obligations, and the deemed dispositions are exempt under Rule 16b-3(e), indicating they were administrative, not open-market sales.

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^*

Adamson John J

(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 & CIO

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)		154	D	$70.14	17,631	D
Class A common stock, par value $0.001	02/27/2026		F(1)		254	D	$69.09	17,377	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Floor & Decor (FND) executive John J. Adamson report in this Form 4?

John J. Adamson reported two tax-related share disposals tied to vested RSUs. He surrendered 154 shares on February 26 and 254 shares on February 27, both to satisfy tax withholding obligations rather than discretionary open-market selling.

How many Floor & Decor (FND) shares did Adamson dispose of for tax withholding?

Adamson disposed of 308 Class A shares in total for tax withholding. The Form 4 shows 154 shares surrendered at $70.14 and 254 shares at $69.09, all tied to restricted stock units vesting and related tax obligations.

What is the transaction code F used in the Floor & Decor (FND) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Adamson surrendered RSU shares to satisfy tax withholding, a deemed disposition that is exempt under Rule 16b-3(e) rather than a traditional open-market trade.

How many Floor & Decor (FND) shares does John J. Adamson own after these transactions?

After the reported tax-withholding dispositions, Adamson directly owns 17,377 shares of Floor & Decor Class A common stock. This figure reflects his holdings following the February 27 RSU-related surrender described in the Form 4 filing.

Were Adamson’s Floor & Decor (FND) transactions open-market sales?

No, the Form 4 states the shares represent RSUs surrendered to cover tax withholding. The footnote clarifies these are deemed dispositions exempt under Rule 16b-3(e), distinguishing them from discretionary open-market sales by the executive.

What role does John J. Adamson hold at Floor & Decor (FND)?

John J. Adamson serves as executive vice president and chief information officer at Floor & Decor Holdings, Inc. His Form 4 filing reports administrative, tax-related share surrenders associated with vesting restricted stock units granted as part of his compensation.