SAYMAN ERSAN 4

What Happened

• Ersan Sayman, EVP — Merchandising at Floor & Decor (FND), was awarded 1,954 restricted stock units (RSUs) on 2026-02-24 as a performance-based sub-tranche and simultaneously had 693 shares withheld to satisfy tax withholding obligations. The withheld 693 shares were valued at $69.61 per share for a total withholding of $48,240. The RSUs were granted with no out-of-pocket purchase price.

Key Details

• Transaction dates and amounts:
  • 2026-02-24: 1,954 RSUs granted (reported as acquisition, $0 cash).
  • 2026-02-24: 693 shares withheld (reported as disposition) at $69.61/share = $48,240.
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes:
  • F1: Withheld shares represent RSUs surrendered to cover tax withholding upon vesting; the deemed disposition of the withheld shares is exempt under Rule 16b-3(e).
  • F2: The 1,954 RSUs are one sub-tranche of a performance award granted 2/24/2025; certification of performance occurred 2/19/2026. This sub-tranche remains subject to time-based vesting through the end of the third anniversary of the grant date.
• Filing timeliness: Form 4 filed 2026-02-26 for transactions on 2026-02-24 (filed within typical reporting window).

Context

• These transactions reflect a grant of performance-based RSUs and a routine tax-withholding disposition of vested shares. The withholding is not an open-market sale for cash proceeds but a common administrative step to satisfy tax obligations; the new RSUs remain subject to time-based vesting and do not indicate an immediate purchase or sale of shares on the open market.