LANGLEY BRYAN 4

What Happened

• Bryan Langley, Chief Financial Officer of Floor & Decor Holdings, had 837 restricted shares withheld to satisfy tax withholding upon RSU vesting (deemed disposition for $69.61/share, proceeds ~$58,264) and was credited with 2,442 performance-based RSUs (no cash price) on 2026-02-24. The withheld shares are a tax-related disposition, not an open-market sale.

Key Details

• Transaction dates: 2026-02-24 (reported on Form 4 filed 2026-02-26). Filing appears timely (reported within the normal reporting window).
• Withheld shares: 837 shares at $69.61 each; total value ~$58,264 (code F = tax withholding/deemed disposition).
• Awarded shares: 2,442 RSUs (code A = grant/acquisition); reported $0 per share because these are equity awards.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Relevant footnotes:
  • F1: The 837 shares represent RSUs surrendered to satisfy tax withholding; the disposition is exempt under Rule 16b-3(e).
  • F2: The 2,442 RSUs are one sub-tranche of a performance award originally granted 2/24/2025, certified by the Compensation Committee on 2/19/2026, and remain subject to time-based vesting through the third anniversary of the grant.

Context

• The withholding of shares to cover taxes is a routine administrative action when RSUs vest and is treated differently from an open-market sale. The newly awarded performance RSUs are not immediately free to sell — they remain subject to time-based vesting conditions.