DENNY STEVEN ALAN 4

What Happened

• Steven Alan Denny, EVP, Store Operations at Floor & Decor (FND), was credited with a sub-tranche of a performance-based restricted stock unit (RSU) award: 1,954 shares were acquired (grant reported at $0.00). To satisfy tax withholding on the vesting, 695 shares were surrendered/disposed at a reported price of $69.61 each, totaling $48,379. The withheld disposition is a routine tax-withholding event and is exempt under Rule 16b-3(e).

Key Details

• Transaction date: 2026-02-24 (Form 4 filed 2026-02-26 — filed timely).
• Withheld shares disposed: 695 shares @ $69.61 = $48,379 (code F — tax withholding).
• Award/acquisition: 1,954 RSUs @ $0.00 (code A — grant/award).
• Shares owned after transaction: not provided in the supplied filing.
• Footnotes: F1 = withheld RSUs surrendered to satisfy tax withholding; F2 = these 1,954 shares are a sub-tranche of a 2/24/2025 performance award, earned after Compensation Committee certification on 2/19/2026 and remain subject to time-based vesting through the third anniversary of the grant.
• No 10b5-1 plan or gift reported; withholding is routine and exempt from short-swing profit rules.

Context

• This was primarily a compensation vesting event (award) with routine tax-withholding — not an open-market sale or a purchase that signals a direct bullish or bearish trade by the insider. The award sub-tranche still has time-based vesting remaining, so the shares are not fully vested/transferrable until the end of the specified vesting period.