Floor & Decor (FND) CFO logs RSU tax surrender and new performance share award

Rhea-AI Filing Summary

Floor & Decor Holdings executive vice president and chief financial officer Bryan Langley reported routine equity award activity involving the company’s Class A common stock. On 2/24/2026, 837 shares were surrendered at a deemed price of $69.61 per share to cover tax withholding upon vesting of restricted stock units, a disposition that is exempt under Rule 16b-3(e).

On the same date, Langley acquired 2,442 shares at no cost as part of a performance-based award originally granted on 2/24/2025, after the Compensation Committee certified achievement of performance conditions on 2/19/2026. This sub-tranche remains subject to time-based vesting through the end of the third anniversary of the grant date, and his directly held stake increased to 29,403 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^*

LANGLEY BRYAN

(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 & CHIEF FINANCIAL OFFICER

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)		837	D	$69.61	26,961	D
Class A common stock, par value $0.001	02/24/2026		A(2)		2,442	A	$0	29,403	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, by Power of Attorney	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 Floor & Decor (FND) CFO Bryan Langley report?

Bryan Langley reported surrendering 837 shares of Class A common stock to cover tax withholding on vested RSUs and receiving 2,442 shares from a performance-based award, both dated February 24, 2026, leaving him with 29,403 directly owned shares afterward.

Was the Floor & Decor (FND) CFO’s Form 4 transaction an open-market stock sale?

No. The 837-share disposition was a tax-withholding surrender of shares underlying vested RSUs at a deemed price of $69.61 per share, exempt under Rule 16b-3(e). It does not represent an open-market sale initiated for portfolio or valuation reasons.

What equity award did the Floor & Decor (FND) CFO receive in this Form 4?

Langley received 2,442 shares of Class A common stock at no cost as one sub-tranche of a performance award granted on February 24, 2025. The amount depended on performance conditions certified by the Compensation Committee on February 19, 2026, and still has time-based vesting requirements.

How many Floor & Decor (FND) shares does the CFO own after these transactions?

After the reported transactions, Bryan Langley directly owns 29,403 shares of Floor & Decor Class A common stock. This figure reflects both the 837 shares surrendered for tax withholding and the 2,442 shares acquired from the performance-based equity award on February 24, 2026.

What are the vesting conditions on the Floor & Decor (FND) CFO’s new award?

The 2,442-share sub-tranche comes from a performance award granted February 24, 2025. After performance certification on February 19, 2026, these shares remain subject to time-based vesting through the end of the third anniversary of the original grant date, extending the retention period.