Floor & Decor (NYSE: FND) EVP withholds 907 shares for tax obligation

Rhea-AI Filing Summary

Floor & Decor Holdings EVP & CIO John J Adamson reported a tax-withholding disposition of 907 shares of Class A common stock on August 5, 2026, surrendering restricted stock to cover taxes upon vesting rather than selling shares on the open market. After this transaction, he directly holds 21,592 shares. A footnote explains that this holding figure also corrects earlier ownership reporting by giving effect to a previously reported 5,122-share restricted stock acquisition that had been inadvertently omitted from a prior Form 4 total.

Insider Trade Summary

Net Seller: 907 shares

Net Sell 1 txn

Insider Adamson John J

Role EVP & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Class A common stock, par value $0.001 F1, F2	907	$62.69	$57K

Holdings After Transaction: Class A common stock, par value $0.001 — 21,592 shares (Direct)

Footnotes (2)

1. F1. Represents shares of restricted stock surrendered to satisfy the reporting person's tax withholding obligation upon vesting of the restricted stock award. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).
2. F2. The amount reported in Column 5 of Table I of the reporting person's Form 4 filed on February 26, 2026 inadvertently omitted the effect of the acquisition of 5,122 shares reported on the Form 4 filed on February 25, 2026. The amount in this Form 4 gives effect to the transaction reported herein and all previously reported transactions.

Key Figures

Shares surrendered for taxes: 907 shares Deemed price per share: $62.69 per share Direct holdings after transaction: 21,592 shares +1 more

4 metrics

Shares surrendered for taxes 907 shares Restricted stock surrendered on August 5, 2026 to satisfy tax withholding

Deemed price per share $62.69 per share Value used for the tax-withholding disposition of 907 shares

Direct holdings after transaction 21,592 shares Shares of Class A common stock owned directly by Adamson following the disposition

Previously omitted acquisition 5,122 shares Restricted stock acquisition referenced in the corrective footnote to prior Form 4

Key Terms

restricted stock, tax withholding obligation, deemed disposition, Rule 16b-3(e)

4 terms

restricted stock financial

"Represents shares of restricted stock surrendered to satisfy the reporting person's tax with"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligation financial

"surrendered to satisfy the reporting person's tax withholding obligation upon vesting of the"

deemed disposition regulatory

"The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e)."

Rule 16b-3(e) regulatory

"The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e)."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/06/2026 - 08:49 AM Accepted by SEC EDGAR 08/06/2026 - 08:48 AM Learn about SEC filing dates

FAQ

What insider transaction did FND executive John J Adamson report on this Form 4?

John J Adamson reported a tax-withholding disposition of 907 shares of Floor & Decor Class A common stock on August 5, 2026. The shares were surrendered from restricted stock that vested, to satisfy his tax withholding obligation, rather than being sold in the market.

How many FND shares were surrendered and at what value on Adamson’s Form 4?

Adamson surrendered 907 shares of Class A common stock at a deemed value of $62.69 per share. The transaction is described as payment of tax liability by delivering or withholding securities in connection with the vesting of restricted stock.

Was John J Adamson’s FND Form 4 transaction an open-market sale?

No. The Form 4 describes the event as shares of restricted stock surrendered to satisfy Adamson’s tax withholding obligation upon vesting. It is a deemed disposition for tax purposes, exempt under Rule 16b-3(e), not a voluntary open-market sale of shares.

How many Floor & Decor (FND) shares does John J Adamson own after this transaction?

After the tax-withholding disposition, Adamson directly holds 21,592 shares of Floor & Decor Class A common stock. This post-transaction figure reflects the shares surrendered for taxes and incorporates the effects of all previously reported equity transactions.

What prior reporting correction is disclosed in Adamson’s FND Form 4 footnotes?

A footnote explains that a prior Form 4 filed on February 26, 2026 omitted the effect of acquiring 5,122 shares reported on February 25, 2026. The current holding amount now reflects that 5,122-share restricted stock acquisition plus all other reported transactions.

Is Adamson’s FND Form 4 transaction related to a Rule 10b5-1 trading plan?

The filing identifies the transaction as a payment of tax liability by delivering or withholding securities upon restricted stock vesting. It does not characterize it as a discretionary trade under a Rule 10b5-1 trading plan, but as a tax-related share withholding event.

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^*

Adamson John J

(Last) (First) (Middle)

C/O FLOOR & DECOR HOLDINGS, INC.

2500 WINDY RIDGE PARKWAY, SE

(Street)

ATLANTA GEORGIA 30339

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/05/2026		F(1)		907	D	$62.69	21,592(2)	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 of restricted stock surrendered to satisfy the reporting person's tax withholding obligation upon vesting of the restricted stock award. The deemed disposition of the withheld shares is exempt pursuant to Rule 16b-3(e).

2. The amount reported in Column 5 of Table I of the reporting person's Form 4 filed on February 26, 2026 inadvertently omitted the effect of the acquisition of 5,122 shares reported on the Form 4 filed on February 25, 2026. The amount in this Form 4 gives effect to the transaction reported herein and all previously reported transactions.

Remarks:

	/s/ David V. Christopherson, by Power of Attorney	08/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)