Floor & Decor Holdings FND

Floor & Decor reports $1.21B revenue

Form
10-Q
Filed
Importance
Major
  1. Revenue: $1.21 billion for the three months ended Sep 24, 2026
  2. Net income: $64.82 million for the three months ended Sep 24, 2026
  3. Diluted EPS: $0.61 for the three months ended Sep 24, 2026
  4. Cash and equivalents: $392.48 million at Sep 24, 2026

Written from the 10-Q on EDGAR. Check the filing before you rely on it.

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What changed

4 changes since the June 2026 10-Q

Compared with the 10-Q 0001628280-26-051069, filed Jul 30, 2026.

  1. Changed Financial statements

    Net income down 32% from Jun 25

    $64.8M, was $95.9M.

    From the filings

    Before

    $95.9M

    Now

    $64.8M
  2. Changed Financial statements

    EPS down 32% from Jun 25

    $0.61, was $0.89.

    From the filings

    Before

    $0.89

    Now

    $0.61
  3. Changed Financial statements

    Cash up 22% from Jun 25

    $392M, was $321M.

    From the filings

    Before

    $321M

    Now

    $392M
  4. New MD&A

    in thousands September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

    New paragraph in MD&A.

    From the filings

    Now

    in thousands September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025
Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 4 changes

3 unchanged paragraphs

For the quarterly period ended June 25, September 24, 2026

24 unchanged paragraphs

Class Outstanding at July 27, 2026

Class Outstanding at October 26, 2026

Class A common stock, $0.001 par value per share 106,489,965 104,234,211

Forward-looking statements 1 change

The discussion in this Form 10-Q for the quarterly period ended June 25, September 24, 2026 (the Quarterly Report ), including under Item 2, Management s Discussion and Analysis of Financial Condition and Results of Operations of Part I and Item 1A, Risk Factors of Part II, contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our future operating results and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may, will, should, expects, plans, anticipates, could, seeks, intends, targets, projects, contemplates, believes, estimates, predicts, budget, potential, or continue or the negative of these terms or other similar expressions.

33 unchanged paragraphs

Financial statements 123 changes

2 unchanged paragraphs

Receivables, net 206,789 94,068

in thousands, except for share and per share data June 25, September 24,

Cash and cash equivalents $ 320,614 392,484 $ 249,296

Income taxes receivable 8,141 15,849 7,270

Receivables, net 123,668 94,068

Inventories, net 1,141,454 1,173,083 1,133,083

Prepaid expenses and other current assets 54,139 52,563 44,214

Total current assets 1,731,137 1,757,647 1,527,931

Fixed assets, net 1,867,473 1,864,288 1,856,127

Right-of-use assets 1,636,298 1,614,826 1,617,772

Intangible assets, net 144,735 143,835 146,536

1 unchanged paragraph

Deferred income tax assets, net 21,404 25,372 19,298

Other assets 52,034 52,309 43,754

Total long-term assets 3,979,884 3,958,570 3,941,427

Total assets $ 5,711,021 5,716,217 $ 5,469,358

2 unchanged paragraphs

Deferred revenue 13,429 10,685

Other liabilities 27,565 26,466

Current portion of term loan $ 1,500 2,000 $ 2,629

Current portion of lease liabilities 163,163 168,649 155,661

Trade accounts payable 783,080 790,712 683,675

Accrued expenses and other current liabilities 337,141 360,185 298,740

Deferred revenue 14,164 10,685

Total current liabilities 1,298,313 1,335,710 1,151,390

Term loan 193,828 193,533 193,589

Lease liabilities 1,654,303 1,629,962 1,639,598

Deferred income tax liabilities, net 41,138 42,537 49,479

Other liabilities 29,493 26,466

Total long-term liabilities 1,916,834 1,895,525 1,909,132

Total liabilities 3,215,147 3,231,235 3,060,522

1 unchanged paragraph

Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at June 25, September 24, 2026 and December 25, 2025

Common stock Class A, $ 0.001 par value; 450,000,000 shares authorized; 106,886,020 105,433,704 shares issued and outstanding at June 25, September 24, 2026 and 107,774,329 shares issued and outstanding at December 25, 2025

Additional paid-in capital 595,346 611,745 577,786

1 unchanged paragraph

Retained earnings 1,900,421 1,873,132 1,830,920

Total stockholders equity 2,495,874 2,484,982 2,408,836

Total liabilities and stockholders equity $ 5,711,021 5,716,217 $ 5,469,358

3 unchanged paragraphs

Thirteen Weeks Ended Twenty-six Weeks Ended

Net sales $ 1,250,270 $ 1,214,150 $ 2,402,548 $ 2,374,890

Cost of sales 647,151 681,462 1,291,978 1,334,034

Gross profit 603,119 532,688 1,110,570 1,040,856

Thirteen Weeks Ended Thirty-nine Weeks Ended

in thousands, except for per share data June 25, September 24,

Net sales $ 1,214,561 $ 1,179,527 $ 3,617,109 $ 3,554,417

Cost of sales 683,238 667,571 1,975,216 2,001,605

Gross profit 531,323 511,956 1,641,893 1,552,812

1 unchanged paragraph

Operating income 123,984 81,894 176,380 146,123

Interest (income) expense, net ( 2,278 ) 1,076 ( 1,145 ) 2,624

Income before income taxes 124,934 80,818 176,197 143,499

Income tax expense 29,064 17,640 40,618 31,443

Net income $ 95,870 $ 63,178 $ 135,579 $ 112,056

Total comprehensive income $ 95,823 $ 63,199 $ 135,557 $ 112,067

Basic earnings per share $ 0.89 $ 0.59 $ 1.26 $ 1.04

Diluted earnings per share $ 0.89 $ 0.58 $ 1.25 $ 1.03

Operating income 77,981 72,017 254,361 218,140

Interest (income) expense, net ( 382 ) 591 ( 1,527 ) 3,215

Loss on extinguishment of debt 1,328 1,328

Income before income taxes 78,363 71,426 254,560 214,925

Income tax expense 13,540 14,166 54,158 45,609

Net income $ 64,823 $ 57,260 $ 200,402 $ 169,316

Change in fair value of hedge instruments, net of tax ( 47 ) 21 24 ( 22 ) 11 35

Total comprehensive income $ 64,823 $ 57,284 $ 200,380 $ 169,351

Basic earnings per share $ 0.61 $ 0.53 $ 1.87 $ 1.57

Diluted earnings per share $ 0.61 $ 0.53 $ 1.86 $ 1.56

24 unchanged paragraphs

Stock-based compensation expense 8,684 8,684

Exercise of stock options 262 5,566 5,566

Issuance of common stock upon vesting of restricted stock units 10

Shares issued under employee stock purchase plan 43 2,335 2,335

Common stock redeemed for tax liability ( 2 ) ( 186 ) ( 186 )

Repurchase of common stock ( 1,765 ) ( 2 ) ( 92,112 ) ( 92,114 )

Net income 64,823 64,823

Balance, September 24, 2026 105,434 $ 105 $ 611,745 $ $ 1,873,132 $ 2,484,982

See accompanying notes to condensed consolidated financial statements.

Floor & Decor Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders Equity

20 unchanged paragraphs

Stock-based compensation expense 6,870 6,870

Exercise of stock options 60 1,019 1,019

Issuance of common stock upon vesting of restricted stock units 10

Shares issued under employee stock purchase plan 42 2,889 2,889

Common stock redeemed for tax liability ( 4 ) ( 254 ) ( 254 )

Other comprehensive gain, net of tax 24 24

Net income 57,260 57,260

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 43 more changes in the filing

Note 1: Basis of Presentation and Summary of Significant Accounting Policies 3 changes

1 unchanged paragraph

As of June 25, September 24, 2026, the Company, through its wholly owned subsidiary, Floor and Decor Outlets of America, Inc. ( Outlets ), operates 281 282 warehouse-format stores, which average 75,000 square feet, and five small-format standalone design studios in 39 states, as well as five distribution centers, a website, FloorandDecor.com , and a commercial surfaces business through its subsidiary, Spartan Surfaces, LLC ( Spartan ) . Substantially all of the Company s operating assets and liabilities are held by Outlets.

2 unchanged paragraphs

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ) for interim financial information. The Condensed Consolidated Balance Sheet as of December 25, 2025 has been derived from the audited Consolidated Balance Sheet for the fiscal year then ended. The interim condensed consolidated financial statements should be read together with the audited consolidated financial statements and related footnote disclosures included in the Company s Annual Report on Form 10-K for fiscal 2025, filed with the SEC on February 19, 2026 (the Annual Report ). Certain prior period amounts have been reclassified to conform with the current period presentation. Management believes the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of results for the interim periods presented. Results of operations for the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 are not necessarily indicative of the results to be expected for the full year.

3 unchanged paragraphs

The Company did not adopt any new accounting pronouncements during the twenty-six thirty-nine weeks ended June 25, September 24, 2026 that had a material impact on the Company s financial position, results of operations, or cash flows.

2 unchanged paragraphs

Note 2: Revenue 39 changes

3 unchanged paragraphs

Contract liabilities within the Condensed Consolidated Balance Sheets primarily consisted of deferred revenue as well as amounts in accrued expenses and other current liabilities related to our Pro Premier Rewards loyalty program and unredeemed gift cards. As of June 25, September 24, 2026, contract liabilities totaled $ 82.9 84.5 million and included $ 59.5 59.9 million of loyalty program liabilities, $ 13.4 14.2 million of deferred revenue, and $ 10.0 10.4 million of unredeemed gift cards. As of December 25, 2025, contract liabilities totaled $ 77.9 million and included $ 57.9 million of loyalty program liabilities, $ 10.7 million of deferred revenue, and $ 9.3 million of unredeemed gift cards. Of the contract liabilities outstanding as of December 25, 2025, approximately $ 14.8 16.6 million was recognized in revenue during the twenty-six thirty-nine weeks ended June 25, September 24, 2026.

3 unchanged paragraphs

June 25, 2026 June 26, 2025

September 24, 2026 September 25, 2025

2 unchanged paragraphs

Tile $ 293,139 24 % $ 276,544 23 %

Laminate and vinyl 285,976 23 299,781 25

Installation materials and tools 267,221 21 244,819 20

Decorative accessories and wall tile 204,247 16 200,363 17

Wood 92,971 8 85,929 7

Natural stone 53,721 4 53,523 4

Adjacent categories 26,986 2 29,942 2

Total $ 1,250,270 100 % $ 1,214,150 100 %

Twenty-six Weeks Ended

June 25, 2026 June 26, 2025

Tile $ 282,596 23 % $ 269,646 23 %

Laminate and vinyl 279,179 23 287,689 25

Installation materials and tools 266,151 22 242,005 21

Decorative accessories and wall tile 195,465 16 192,278 16

Wood 93,491 8 83,785 7

Natural stone 51,807 4 51,111 4

Adjacent categories 25,430 2 28,551 2

Total $ 1,214,561 100 % $ 1,179,527 100 %

Thirty-nine Weeks Ended

September 24, 2026 September 25, 2025

2 unchanged paragraphs

Tile $ 568,523 24 % $ 538,746 23 %

Laminate and vinyl 547,105 23 591,084 25

Installation materials and tools 515,627 22 476,926 20

Decorative accessories and wall tile 405,342 17 396,475 17

Wood 176,303 7 168,422 7

Natural stone 103,995 4 104,029 4

Adjacent categories 53,136 2 60,550 2

Total $ 2,402,548 100 % $ 2,374,890 100 %

Tile $ 851,119 24 % $ 808,392 23 %

Laminate and vinyl 826,284 23 878,773 25

Installation materials and tools 781,778 22 718,931 20

Decorative accessories and wall tile 600,807 17 588,753 17

Wood 269,794 7 252,207 7

Natural stone 155,802 4 155,140 4

Adjacent categories 78,566 2 89,101 2

Total $ 3,617,109 100 % $ 3,554,417 100 %

1 unchanged paragraph

Note 3: Debt 21 changes

1 unchanged paragraph

In connection with the refinancing of the 2016 Term Loan Facility, the Company recognized a $ 1.1 million loss on extinguishment of debt during the thirteen thirty-nine weeks ended June 25, September 24, 2026. The Company incurred $ 4.7 4.6 million of debt issuance costs and original issue discounts related to the 2026 Term Loan Facility.

1 unchanged paragraph

In connection with the refinancing of the 2016 ABL Facility, the Company recognized a $ 0.2 million loss on extinguishment of debt during the thirteen thirty-nine weeks ended June 25, September 24, 2026. The Company incurred $ 2.8 2.9 million of deferred financing costs related to the 2026 ABL Facility.

The following table summarizes the Company s long-term debt as of June 25, September 24, 2026 and December 25, 2025:

1 unchanged paragraph

Interest Rate Per Annum at June 25, September 24, 2026

June 25, September 24, 2026 December 25, 2025

2026 Term Loan Facility 5.64 5.90 % Variable $ 200,000 $

1 unchanged paragraph

2026 ABL Facility 4.77 % Variable

2026 ABL Facility 5.02 % Variable

5 unchanged paragraphs

The following table summarizes scheduled maturities of the Company s debt as of June 25, September 24, 2026:

Twenty-seven Fourteen weeks ending December 31, 2026 $ 1,000

1 unchanged paragraph

Thirteen Weeks Ended Twenty-six Weeks Ended

in thousands June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Components of interest (income) expense, net are as follows for the periods presented:

Thirteen Weeks Ended Thirty-nine Weeks Ended

in thousands September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

1 unchanged paragraph

Interest (income) expense, net $ ( 2,278 382 ) $ 1,076 591 $ ( 1,145 1,527 ) $ 2,624 3,215 (1) For the thirteen weeks ended September 24, 2026 and twenty-six the thirteen and thirty-nine weeks ended June September 25, 2026, 2025, the amount includes interest income related to the Company s cash on hand. and statutory interest on International Emergency Economic Powers Act ( IEEPA ) tariff refunds. For the thirteen and twenty-six thirty-nine weeks ended June 26, 2025, September 24, 2026, the amount includes interest income related to the Company s cash on hand and statutory interest on International Emergency Economic Powers Act ( IEEPA ) tariff refunds.

5 unchanged paragraphs

As of June 25, September 24, 2026, net availability under the 2026 ABL Facility was $ 621.8 641.3 million as reduced by letters of credit of $ 73.2 39.5 million.

2 unchanged paragraphs

Market risk associated with the Company s debt relates to the potential change in fair value and negative impact to future earnings, respectively, from a change in interest rates. The aggregate fair value of debt is based primarily on the Company s estimates of interest rates, maturities, credit risk, and underlying collateral. The estimated fair value and classification within the fair value hierarchy of the 2026 Term Loan Facility and 2016 Term Loan Facility was as follows as of June 25, September 24, 2026 and December 25, 2025, respectively:

in thousands Fair Value Hierarchy Classification June 25, September 24, 2026 December 25, 2025

2026 Term Loan Facility Level 3 $ 198,000 200,250 $

1 unchanged paragraph

The 2026 Term Loan Facility and 2016 Term Loan Facility fair values are classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs significant to the valuation, including indicative pricing from counterparties and discounted cash flow methods. No amounts were outstanding under the 2026 ABL Facility and 2016 ABL Facility as of June 25, September 24, 2026 and December 25, 2025, respectively.

Note 4: Income Taxes 2 changes

The Company s effective income tax rate was 23.1 % and 21.9 % for the twenty-six weeks ended June 25, 2026 and June 26, 2025, respectively. The effective tax rate increase during the twenty-six weeks ended June 25, 2026 was primarily due to a decrease in excess tax benefits related to stock-based compensation awards.

Effective tax rates for the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025 were based on the Company s forecasted annualized effective tax rates and were adjusted for discrete items that occurred within each period. The Company s effective income tax rate was 23.3 17.3 % and 21.8 19.8 % for the thirteen weeks ended June September 24, 2026 and September 25, 2025, respectively, and 21.3 % and 21.2 % for the thirty-nine weeks ended September 24, 2026 and June 26, September 25, 2025, respectively. The effective tax rate increase decrease during the thirteen weeks ended June 25, September 24, 2026 was primarily due to a decrease an increase in federal tax credits.

Note 5: Commitments and Contingencies 28 changes

1 unchanged paragraph

When readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of the Company s leases do not provide a readily determinable implicit rate. If the rate implicit in the lease is not readily determinable, the Company uses a third party to assist in the determination of a secured incremental borrowing rate, determined on a collateralized basis, to discount lease payments based on information available at lease commencement. The secured incremental borrowing rate is estimated based on yields obtained from Bloomberg for U.S. consumers with a BB credit rating and is adjusted for collateralization as well as inflation. As of June 25, September 24, 2026 and June 26, September 25, 2025, the Company s weighted average discount rate was 6.1 % and 6.0 %, respectively. As of both June 25, September 24, 2026 and June 26, September 25, 2025, the weighted average remaining lease term of the Company s leases was approximately 12 years.

1 unchanged paragraph

Thirteen Weeks Ended Twenty-six Weeks Ended

Thirteen Weeks Ended Thirty-nine Weeks Ended

1 unchanged paragraph

June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

1 unchanged paragraph

Cost of sales 13,804 12,818 27,348 22,290

Total fixed operating lease cost 68,247 63,001 135,221 122,410

Cost of sales 13,610 13,124 40,958 35,414

Total fixed operating lease cost 68,755 64,788 203,976 187,198

2 unchanged paragraphs

Cost of sales 1,316 2,076 3,548 3,727

Total variable lease cost 22,279 23,484 46,326 47,236

Cost of sales 1,955 1,986 5,503 5,713

Total variable lease cost 20,821 21,959 67,147 69,195

2 unchanged paragraphs

(2) Excludes short-term lease costs, which were immaterial for the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025.

1 unchanged paragraph

Thereafter 1,516,886

Future minimum lease payments under non-cancelable operating leases as of June 25, September 24, 2026 were as follows:

Twenty-seven Fourteen weeks ending December 31, 2026 $ 130,869 65,196

Thereafter 1,530,246

1 unchanged paragraph

Less: amount of lease payments representing interest 808,929 789,451

Present value of future minimum lease payments 1,817,466 1,798,611

Less: current obligations under leases 163,163 168,649

Long-term lease obligations $ 1,654,303 1,629,962

(1) Future lease payments exclude approximately $ 17.4 44.8 million of legally binding minimum lease payments for operating leases signed but not yet commenced.

1 unchanged paragraph

For the twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025, cash paid for amounts included in the measurement of operating lease liabilities was $ 132.4 200.1 million and $ 121.3 184.8 million, respectively.

1 unchanged paragraph

At the time of the Supreme Court ruling, the Company had paid approximately $ 87 million of IEEPA tariffs. The Company has concluded that the receipt of the refund of the previously paid IEEPA tariffs is probable and applied the loss recovery model. As of June 25, 2026, the Company had received approximately $ 7 million in tariff refund payments and recognized approximately $ 80 million in receivables, net. During the thirteen weeks ended June 25, 2026, the Company recognized a one-time benefit of approximately $ 56 million of the refund through cost of sales. The remaining amount was recognized as a reduction to inventories, net, related to previously capitalized IEEPA tariffs and will be recognized through cost of sales as the related inventory is sold.

Statutory interest associated with refunded IEEPA tariffs was recognized in interest (income) expense, net during the thirteen weeks ended June 25, 2026.

Subsequent to June 25, 2026, the Company received tariff refund payments of approximately $ 80 million.

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under IEEPA. On March 4, 2026, the U.S. Court of International Trade ordered U.S. Customs and Border Protection ( CBP ) to begin refunding all tariffs imposed under IEEPA. On April 20, 2026, CBP launched a formal process for submitting IEEPA refund claims, through which the Company filed its refund claims. As of September 24, 2026, the Company had received substantially all $ 87 million of previously paid IEEPA tariffs. During the thirty-nine weeks ended September 24, 2026, the Company recognized a one-time benefit of approximately $ 56 million of the refund through cost of sales. The remaining amount was recognized as a reduction to inventories, net, related to previously capitalized IEEPA tariffs and will be recognized through cost of sales as the related inventory is sold. Statutory interest associated with refunded IEEPA tariffs was recognized in interest (income) expense, net during the thirty-nine weeks ended September 24, 2026.

Note 6: Stockholders Equity 24 changes

In accordance with ASC 718, Compensation Stock Compensation , the Company measures compensation cost for all stock-based awards at fair value on the date of grant and recognizes compensation expense, net of forfeitures, using the straight-line method over the requisite service period of awards expected to vest, which for each of the awards is the service vesting period. Stock-based compensation expense within the Company s Condensed Consolidated Statements of Operations and Comprehensive Income for the twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025 was $ 15.9 24.6 million and $ 15.5 22.4 million, respectively.

The table below summarizes stock option activity for the twenty-six thirty-nine weeks ended June 25, September 24, 2026:

2 unchanged paragraphs

Exercised ( 213,456 ) $ 21.74

Forfeited or expired ( 11,314 ) $ 76.86

Outstanding at June 25, 2026

Exercised ( 475,352 ) $ 21.47

Forfeited or expired ( 12,932 ) $ 78.52

Outstanding at September 24, 2026

Vested and exercisable at June 25, September 24, 2026

1 unchanged paragraph

The Company periodically grants restricted stock units ( RSUs ), each of which represents an unfunded, unsecured right to receive a share of the Company s Class A common stock upon vesting. During the twenty-six thirty-nine weeks ended June 25, September 24, 2026, the Company granted RSUs to certain employees, executive officers, and non-employee directors comprised of service-based RSUs and performance-based RSUs. Service-based RSUs vest based on the grantee s continued service through the vesting date. The performance-based RSUs cliff vest based on (i) the Company s achievement of predetermined financial metrics at the end of a three-year performance period and (ii) the grantee s continued service through the vesting date. Depending on the extent to which the relevant performance goals are achieved, the number of common shares earned upon vesting may range from 0 % to 200 % of the award granted. The Company assesses the probability of achieving all performance goals on a quarterly basis. The service period for RSUs granted during the period varies by grantee and is one year from the grant date for non-employee directors and two to three four years from the grant date for employees and executive officers. The grant-date fair value of service-based RSUs and performance-based RSUs is based on the closing market price of the Company s Class A common stock on the date of grant.

The following table summarizes RSU activity during the twenty-six thirty-nine weeks ended June 25, September 24, 2026:

4 unchanged paragraphs

Granted 510,767 $ 65.41 130,067 $ 68.34 $

Vested ( 262,020 ) $ 98.32 $ $

Unvested at June 25, 2026 743,850 $ 76.98 250,718 $ 83.69 $

Granted 583,494 $ 64.37 130,067 $ 68.34 $

Vested ( 271,863 ) $ 98.12 $ $

Forfeited ( 66,862 79,104 ) $ 83.59 81.87 ( 145,657 ) $ 90.15 ( 37,835 ) $ 104.67

Unvested at September 24, 2026 794,492 $ 75.04 250,718 $ 83.69 $

1 unchanged paragraph

On April 23, 2026, the Company s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $ 400.0 million of the Company s common stock. The share repurchase program has no expiration date and does not obligate the Company to repurchase any shares under the program. As of June 25, September 24, 2026, the Company had remaining authorization under the share repurchase program of $ 334.3 242.9 million.

1 unchanged paragraph

Thirteen Weeks Ended Twenty-six Weeks Ended

June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Thirteen Weeks Ended Thirty-nine Weeks Ended

September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

Total number of shares repurchased 1,330,975 1,330,975 1,764,759 3,095,734

3 unchanged paragraphs

Note 7: Earnings Per Share 23 changes

3 unchanged paragraphs

Thirteen Weeks Ended Twenty-six Weeks Ended

in thousands, except per share data June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Net income $ 95,870 $ 63,178 $ 135,579 $ 112,056

Basic weighted average shares outstanding 107,767 107,622 107,849 107,539

Diluted weighted average shares outstanding 108,120 108,324 108,319 108,381

Basic earnings per share $ 0.89 $ 0.59 $ 1.26 $ 1.04

Diluted earnings per share $ 0.89 $ 0.58 $ 1.25 $ 1.03

Thirteen Weeks Ended Thirty-nine Weeks Ended

in thousands, except for per share data September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

Net income $ 64,823 $ 57,260 $ 200,402 $ 169,316

Basic weighted average shares outstanding 106,425 107,714 107,375 107,597

Dilutive effect of share-based awards 353 702 470 842 273 754 403 815

Diluted weighted average shares outstanding 106,698 108,468 107,778 108,412

Basic earnings per share $ 0.61 $ 0.53 $ 1.87 $ 1.57

Diluted earnings per share $ 0.61 $ 0.53 $ 1.86 $ 1.56

1 unchanged paragraph

Thirteen Weeks Ended Twenty-six Weeks Ended

in thousands June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Stock options 144 44 36 37

Restricted stock units 659 437 640 433

Thirteen Weeks Ended Thirty-nine Weeks Ended

in thousands September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

Stock options 137 37 137 37

Restricted stock units 682 406 681 410

Note 8: Fair Value Measurements 2 changes

As of June 25, September 24, 2026 and December 25, 2025, the Company had certain financial assets and liabilities on its Condensed Consolidated Balance Sheets that were required to be measured at fair value on a recurring or non-recurring basis. The estimated fair values of financial assets and liabilities such as cash and cash equivalents, receivables, prepaid expenses and other current assets, other assets, accounts payable, and accrued expenses and other current liabilities approximate their respective carrying values as reported within the Condensed Consolidated Balance Sheets. See Note 3, Debt for discussion of the fair value of the Company s debt.

1 unchanged paragraph

As of December 25, 2025, the Company s remaining contingent earn-out liability was $ 0.8 million, which was paid during the twenty-six thirty-nine weeks ended June 25, September 24, 2026.

3 unchanged paragraphs

Note 9: Supply Chain Finance 1 change

The Company facilitates supply chain finance programs through financial intermediaries, which provide certain suppliers the option to be paid by the financial intermediaries earlier than the due date on the applicable invoice. When a supplier utilizes one of the supply chain finance programs and receives an early payment from a financial intermediary, the supplier takes a discount on the invoice. The Company then pays the financial intermediary the full amount of the invoice on the original due date. The Company does not reimburse suppliers for any costs they incur for participation in the program. Supplier participation is voluntary, and there are no assets pledged as security or other forms of guarantees provided for the committed payment to the financial intermediaries. As a result, all amounts owed to the financial intermediaries are presented as trade accounts payable in the Condensed Consolidated Balance Sheets. Amounts due to the financial intermediaries reflected in trade accounts payable at June 25, September 24, 2026 and December 25, 2025 were $ 152.9 169.1 million and $ 133.2 million, respectively.

Note 10: Segment Reporting 22 changes

4 unchanged paragraphs

June 25, 2026 June 26, 2025

September 24, 2026 September 25, 2025

2 unchanged paragraphs

Net sales $ 1,185,713 $ 64,557 $ 1,250,270 $ 1,150,986 $ 63,164 $ 1,214,150

Cost of sales 602,776 638,419

Net sales $ 1,150,209 $ 64,352 $ 1,214,561 $ 1,118,570 $ 60,957 $ 1,179,527

Cost of sales 638,753 625,690

3 unchanged paragraphs

Loss on extinguishment of debt 1,328

Income before income taxes $ 124,934 $ 80,818

Twenty-six Weeks Ended

June 25, 2026 June 26, 2025

Interest (income) expense, net ( 2,278 382 ) 1,076 591

Income before income taxes $ 78,363 $ 71,426

Thirty-nine Weeks Ended

September 24, 2026 September 25, 2025

2 unchanged paragraphs

Net sales $ 2,288,233 $ 114,315 $ 2,402,548 $ 2,257,029 $ 117,861 $ 2,374,890

Cost of sales 1,211,994 1,254,508

Net sales $ 3,438,442 $ 178,667 $ 3,617,109 $ 3,375,600 $ 178,817 $ 3,554,417

Cost of sales 1,850,747 1,880,198

3 unchanged paragraphs

Interest (income) expense, net ( 1,145 1,527 ) 2,624 3,215

1 unchanged paragraph

Income before income taxes $ 176,197 $ 143,499

Income before income taxes $ 254,560 $ 214,925

4 unchanged paragraphs

(5) Includes depreciation and amortization expense of $ 61.6 61.1 million and $ 58.1 58.5 million for the thirteen weeks ended June 25, September 24, 2026 and June 26, September 25, 2025, respectively, and $ 121.0 182.1 million and $ 116.3 174.8 million for the twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025, respectively, in our Retail segment.

MD&A 103 changes

1 unchanged paragraph

Founded in 2000, Floor & Decor is a high-growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces with 281 282 warehouse-format stores and five small-format standalone design studios across 39 states as of June 25, September 24, 2026. We believe our unique approach to selling hard surface flooring and our consistent and disciplined culture of innovation and reinvestment create a differentiated business model in the hard surface flooring category. We believe that we offer the broadest in-stock assortment of laminate and vinyl, tile, wood, and natural stone flooring and installation materials and decorative accessories, as well as adjacent categories, at everyday low prices. This positions us as the one-stop destination for our customers entire hard surface flooring needs. We appeal to a variety of customers, including Pros and homeowners, which are comprised of DIY and BIY customers.

During the twenty-six thirty-nine weeks ended June 25, September 24, 2026, we opened 11 12 new warehouse-format stores, ending the quarter with 281 282 warehouse-format stores and five design studios.

We operate on a 52- or 53-week fiscal year ending the Thursday on or preceding December 31. The following discussion contains references to the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 and June 26, September 25, 2025, respectively.

7 unchanged paragraphs

June 25, 2026 June 26, 2025 Increase (Decrease)

September 24, 2026 September 25, 2025 Increase (Decrease)

1 unchanged paragraph

Net sales $ 1,250,270 100.0 % $ 1,214,150 100.0 % $ 36,120 3.0 %

Cost of sales 647,151 51.8 681,462 56.1 (34,311) (5.0) %

Gross profit 603,119 48.2 532,688 43.9 70,431 13.2 %

Selling, general and administrative expenses 479,135 38.3 450,794 37.1 28,341 6.3 %

Operating income 123,984 9.9 81,894 6.8 42,090 51.4 %

Interest (income) expense, net (2,278) (0.2) 1,076 0.1 (3,354) NM

Loss on extinguishment of debt 1,328 0.1 1,328 NM

Income before income taxes 124,934 10.0 80,818 6.7 44,116 54.6 %

Income tax expense 29,064 2.3 17,640 1.5 11,424 64.8 %

Net income $ 95,870 7.7 % $ 63,178 5.2 % $ 32,692 51.7 %

Twenty-six Weeks Ended

June 25, 2026 June 26, 2025 Increase (Decrease)

Net sales $ 1,214,561 100.0 % $ 1,179,527 100.0 % $ 35,034 3.0 %

Cost of sales 683,238 56.3 667,571 56.6 15,667 2.3 %

Gross profit 531,323 43.7 511,956 43.4 19,367 3.8 %

Selling, general and administrative expenses 453,342 37.3 439,939 37.3 13,403 3.0 %

Operating income 77,981 6.4 72,017 6.1 5,964 8.3 %

Interest (income) expense, net (382) 591 (973) NM

Income before income taxes 78,363 6.4 71,426 6.1 6,937 9.7 %

Income tax expense 13,540 1.1 14,166 1.2 (626) (4.4) %

Net income $ 64,823 5.3 % $ 57,260 4.9 % $ 7,563 13.2 %

Thirty-nine Weeks Ended

September 24, 2026 September 25, 2025 Increase (Decrease)

1 unchanged paragraph

Net sales $ 2,402,548 100.0 % $ 2,374,890 100.0 % $ 27,658 1.2 %

Cost of sales 1,291,978 53.8 1,334,034 56.2 (42,056) (3.2) %

Gross profit 1,110,570 46.2 1,040,856 43.8 69,714 6.7 %

Selling, general and administrative expenses 934,190 38.9 894,733 37.6 39,457 4.4 %

Operating income 176,380 7.3 146,123 6.2 30,257 20.7 %

Interest (income) expense, net (1,145) 2,624 0.2 (3,769) NM

Net sales $ 3,617,109 100.0 % $ 3,554,417 100.0 % $ 62,692 1.8 %

Cost of sales 1,975,216 54.6 2,001,605 56.3 (26,389) (1.3) %

Gross profit 1,641,893 45.4 1,552,812 43.7 89,081 5.7 %

Selling, general and administrative expenses 1,387,532 38.4 1,334,672 37.6 52,860 4.0 %

Operating income 254,361 7.0 218,140 6.1 36,221 16.6 %

Interest (income) expense, net (1,527) 3,215 0.1 (4,742) NM

1 unchanged paragraph

Income before income taxes 176,197 7.3 143,499 6.0 32,698 22.8 %

Income tax expense 40,618 1.7 31,443 1.3 9,175 29.2 %

Net income $ 135,579 5.6 % $ 112,056 4.7 % $ 23,523 21.0 %

Thirteen Weeks Ended Twenty-six Weeks Ended

June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Comparable store sales (2.1) % 0.4 % (2.9) % (0.7) %

Comparable average ticket 0.8 % 3.8 % 1.4 % 3.0 %

Income before income taxes 254,560 7.0 214,925 6.0 39,635 18.4 %

Income tax expense 54,158 1.5 45,609 1.2 8,549 18.7 %

Net income $ 200,402 5.5 % $ 169,316 4.8 % $ 31,086 18.4 %

Thirteen Weeks Ended Thirty-nine Weeks Ended

September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

Comparable store sales (1.4) % (1.2) % (2.4) % (0.8) %

Comparable average ticket 1.6 % 1.8 % 1.4 % 2.6 %

1 unchanged paragraph

Number of warehouse-format stores 281 257 281 257 282 262 282 262

3 unchanged paragraphs

Net sales during the thirteen weeks ended June 25, September 24, 2026 increased $36.1 $35.0 million, or 3.0%, compared to the corresponding prior year period primarily due to sales from the 24 20 new warehouse-format stores that we opened since June 26, September 25, 2025, partially offset by a decrease in comparable store sales of 2.1%. 1.4%. The comparable store sales decline during the period of 2.1%, 1.4%, or $24.4 $15.2 million, was due to a 2.9% decrease in comparable transactions, partially offset by a 0.8% 1.6% increase in comparable average ticket. Non-comparable sales increased $60.5 $50.2 million from the corresponding prior year period primarily driven by new stores.

Net sales during the twenty-six thirty-nine weeks ended June 25, September 24, 2026 increased $27.7 $62.7 million, or 1.2%, 1.8%, compared to the corresponding prior year period primarily due to sales from the 24 20 new warehouse-format stores that we opened since June 26, September 25, 2025, partially offset by a decrease in comparable store sales of 2.9%. 2.4%. The comparable store sales decline during the period of 2.9%, 2.4%, or $65.1 $80.4 million, was due to a 4.2% 3.7% decrease in comparable transactions, partially offset by a 1.4% increase in comparable average ticket. Non-comparable sales increased $92.8 $143.1 million from the corresponding prior year period primarily driven by new stores.

We believe the decreases in comparable transactions during the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 were largely driven by the continued impact of low existing home sales and low consumer sentiment. The increases in comparable average ticket during the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 were primarily due to strategic price increases.

We estimate that retail sales during the thirteen and twenty-six thirty-nine weeks ended June 25, September 24, 2026 were approximately 45% from homeowners and 55% from Pros compared to approximately 50% from homeowners and 50% from Pros during the thirteen and twenty-six thirty-nine weeks ended June 26, September 25, 2025.

1 unchanged paragraph

Gross profit during the thirteen weeks ended June 25, September 24, 2026 increased $70.4 $19.4 million, or 13.2%, 3.8%, compared to the corresponding prior year period. The increase in gross profit was primarily driven by the 3.0% increase in net sales and an increase in gross margin increased to 48.2%, 43.7%, up approximately 430 30 basis points from 43.9% 43.4% in the corresponding prior year period. The increase in gross profit and gross margin was primarily driven by a $56.2 million, or 450 basis points, one-time benefit from the recognition of IEEPA tariff refunds as the remaining increase in gross profit related inventory was primarily attributable to the 3.0% increase in net sales. sold, which offset higher supply chain costs.

Gross profit during the twenty-six thirty-nine weeks ended June 25, September 24, 2026 increased $69.7 $89.1 million, or 6.7%, 5.7%, compared to the corresponding prior year period. Gross margin increased to 46.2%, 45.4%, up approximately 240 170 basis points from 43.8% 43.7% in the corresponding prior year period. The increase in gross profit and gross margin was primarily driven by a $56.2 million, or 230 160 basis points, one-time benefit from the recognition of IEEPA tariff refunds. The remaining increase in gross profit was primarily attributable to the 1.2% 1.8% increase in net sales.

1 unchanged paragraph

SG&A expenses during the thirteen weeks ended June 25, September 24, 2026 increased $28.3 $13.4 million, or 6.3%, 3.0%, compared to the corresponding prior year period. The increase in SG&A expenses was primarily driven by the 24 20 new stores that we opened since June 26, September 25, 2025, which increased compensation and occupancy costs. The increase also reflects higher incentive compensation related to the recognition of IEEPA tariff refunds. SG&A expenses for non-comparable stores increased $26.7 $25.0 million and for comparable stores decreased $13.7 $7.9 million. As a percentage of net sales, SG&A expenses increased by approximately 120 basis points were flat at 37.3% compared to 38.3% from 37.1% in the corresponding prior year period. This increase was primarily attributable to incentive compensation related to the recognition of IEEPA tariff refunds, as well as the addition of new stores and deleverage from a decrease in comparable store sales.

SG&A expenses during the twenty-six thirty-nine weeks ended June 25, September 24, 2026 increased $39.5 $52.9 million, or 4.4%, 4.0%, compared to the corresponding prior year period. The increase in SG&A expenses was primarily driven by the 24 20 new stores that we opened since June 26, September 25, 2025, which increased compensation and occupancy costs. The increase also reflects higher incentive compensation related to the recognition of IEEPA tariff refunds. SG&A expenses for non-comparable stores increased $48.1 $73.1 million and for comparable stores decreased $22.7 $30.6 million. As a percentage of net sales, SG&A expenses increased by approximately 130 80 basis points to 38.9% 38.4% from 37.6% in the corresponding prior year period. This increase was primarily attributable to the addition of new stores and deleverage from a decrease in comparable store sales. as well as incentive compensation related to the recognition of IEEPA tariff refunds.

1 unchanged paragraph

Income tax expense was $40.6 million during the twenty-six weeks ended June 25, 2026 compared to $31.4 million during the twenty-six weeks ended June 26, 2025. The effective tax rate was 23.1% for the twenty-six weeks ended June 25, 2026 compared to 21.9% in the corresponding prior year period. The effective tax rate increase during the twenty-six weeks ended June 25, 2026 was primarily due to a decrease in excess tax benefits related to stock-based compensation awards.

Net interest income during the thirteen weeks ended June 25, September 24, 2026 was $2.3 $0.4 million compared to net interest expense of $1.1 $0.6 million during the corresponding prior year period. The change was primarily attributable to statutory interest on refunded IEEPA tariffs and increased interest income earned on larger cash balances, partially offset by a decrease in capitalized interest.

Net interest income during the twenty-six thirty-nine weeks ended June 25, September 24, 2026 was $1.1 $1.5 million compared to net interest expense of $2.6 $3.2 million during the corresponding prior year period. The change was primarily attributable to statutory interest on refunded IEEPA tariffs and increased interest income earned on larger cash balances and statutory interest on refunded IEEPA tariffs.

Income tax expense was $29.1 $13.5 million during the thirteen weeks ended June 25, September 24, 2026 compared to $17.6 $14.2 million during the thirteen weeks ended June 26, September 25, 2025. The effective tax rate was 23.3% 17.3% for the thirteen weeks ended June 25, September 24, 2026 compared to 21.8% 19.8% in the corresponding prior year period. The effective tax rate increase decrease during the thirteen weeks ended June 25, September 24, 2026 was primarily due to a decrease an increase in federal tax credits.

Income tax expense was $54.2 million during the thirty-nine weeks ended September 24, 2026 compared to $45.6 million during the thirty-nine weeks ended September 25, 2025. The effective tax rate was 21.3% for the thirty-nine weeks ended September 24, 2026 compared to 21.2% in the corresponding prior year period.

5 unchanged paragraphs

Thirteen Weeks Ended Twenty-six Weeks Ended

in thousands June 25, 2026 June 26, 2025 June 25, 2026 June 26, 2025

Net income $ 95,870 $ 63,178 $ 135,579 $ 112,056

Thirteen Weeks Ended Thirty-nine Weeks Ended

in thousands September 24, 2026 September 25, 2025 September 24, 2026 September 25, 2025

Net income $ 64,823 $ 57,260 $ 200,402 $ 169,316

1 unchanged paragraph

Interest (income) expense, net (2,278) 1,076 (1,145) 2,624

Interest (income) expense, net (382) 591 (1,527) 3,215

1 unchanged paragraph

Income tax expense 29,064 17,640 40,618 31,443

EBITDA 186,869 141,231 299,993 264,847

Income tax expense 13,540 14,166 54,158 45,609

EBITDA 140,383 131,894 440,376 396,741

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

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4 unchanged paragraphs

and 23 more changes in the filing

Market risk 1 change

1 unchanged paragraph

Our operating results are subject to risk from interest rate fluctuations on our 2026 Credit Facilities, which have variable interest rates. Based on the $200.0 million total outstanding principal balance of our 2026 Credit Facilities as of June 25, September 24, 2026, a 1.0% increase in the effective interest rate of this debt would cause an increase in interest expense of approximately $2.0 million over the next twelve months. For additional information related to the Company s 2026 Credit Facilities, refer to Note 3, Debt to our condensed consolidated financial statements included in this Quarterly Report.

Controls and procedures 2 changes

1 unchanged paragraph

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act )) as of the end of the period covered by this report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 25, September 24, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.

2 unchanged paragraphs

Except as described above, there were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the fiscal quarter ended June 25, September 24, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 8 changes

On April 23, 2026, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $400.0 million of our Company s common stock. The share repurchase program has no expiration date and does not obligate the Company to repurchase any shares under the program. The following table presents the number and average price of the Company s common shares repurchased in each fiscal month of the second quarter of fiscal 2026:

The following table presents the number and average price of the Company s common shares repurchased in each fiscal month of the third quarter of fiscal 2026:

2 unchanged paragraphs

March 27, 2026 - April 23, 2026 $ $ 400,000

April 24, 2026 - May 21, 2026 472,397 $ 46.86 472,397 $ 377,864

May 22, 2026 - June 25, 2026 858,578 $ 50.74 858,578 $ 334,300

June 26, 2026 - July 23, 2026 384,765 $ 55.51 384,765 $ 312,943

July 24, 2026 - August 20, 2026 311,561 $ 57.18 311,561 $ 295,128

August 21, 2026 - September 24, 2026 1,068,433 $ 48.88 1,068,433 $ 242,907

1 unchanged paragraph

Other information 1 change

1 unchanged paragraph

During the fiscal quarter ended June 25, September 24, 2026, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Exhibits 8 changes

4 unchanged paragraphs

10.1 Floor & Decor Holdings, Inc. Amended and Restated 2017 Stock Incentive Plan (amending and restating the 2017 Stock Incentive Plan previously filed as Exhibit 10.7 to the Company s Annual Report on Form 10-K for the fiscal year ended December 25, 2025)#*

10.2 Credit Agreement, dated as of June 24, 2026, by and among Floor and Decor Outlets of America, Inc., the other loan parties party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent (Term Loan Credit Agreement)

10.3 Credit Agreement, dated as of June 24, 2026, by and among Floor and Decor Outlets of America, Inc., the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (ABL Credit Agreement)

10 unchanged paragraphs

# Denotes a management contract or compensatory plan or arrangement.

3 unchanged paragraphs

Dated: July 30, 2026

Dated: October 29, 2026

3 unchanged paragraphs

Dated: July 30, 2026

Dated: October 29, 2026

3 unchanged paragraphs

Unchanged: Notes to the financial statements, Legal proceedings, Risk factors

Compared by code from the two filings' text and XBRL. Not advice.

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