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Table of Contents ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 001-38070 Floor & Decor Holdings , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or Other Jurisdiction of Incorporation or Organization ) 2500 Windy Ridge Parkway SE Atlanta , Georgia ( Address of Principal Executive Offices ) 27-3730271 ( I.R.S. Employer Identification No. ) Title of each class Class A Common Stock , $ 0.001 par value per share 30339 ( Zip Code ) Large accelerated filer Registrant's telephone number , including area code ( 404 ) 471-1634 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) FND Non - accelerated filer to Securities registered pursuant to Section 12 ( g ) of the Act : NONE Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Name of each exchange on which registered New York Stock Exchange Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . X Accelerated filer ■ Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ■ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of the Registrant's Common Stock held by non - affiliates as of June 25 , 2020 , based on the closing sale price per share as reported by the New York Stock Exchange on such date , was $ 5.0 billion . There were 104,396,523 shares of Common Stock outstanding as of February 22 , 2021 . Documents Incorporated by Reference : Portions of the Registrant's proxy statement for the Annual Meeting of Shareholders to be filed pursuant to Regulation 14A of the Exchange Act on or before April 30 , 2021 , are incorporated by reference into Part III of this Form 10 - K . Except as expressly incorporated by reference , the Registrant's proxy statement shall not be deemed to be part of this report .