FRANKLIN COVEY CO

Refer to Item 1A, Risk Factors, of our Form 10-K for the fiscal year ended August 31, 2023 for a detailed description of our significant risk factors. There have been no significant changes to these risk factors during the first quarter of fiscal 2024.

The following table summarizes the purchases of our common stock during the fiscal quarter ended November 30, 2023:

(1)On February 14, 2023, our Board of Directors approved a new plan to purchase up to $50.0 million of our outstanding common stock. The previously existing common stock purchase plan was canceled, and the new common share purchase plan does not have an expiration date. The actual timing, number, and value of common shares purchased under our board-approved plan will be determined at our discretion and will depend on a number of factors, including, among others, general market and business conditions, the trading price of common shares, and applicable legal requirements. We have no obligation to purchase any common shares under the authorization, and the purchase plan may be suspended, discontinued, or modified at any time for any reason. Amounts shown include the applicable 1% excise tax on purchases of common stock for treasury.

(2)Amounts shown in the table exclude 251,686 shares of common stock that were withheld for income taxes on stock-based compensation awards which were distributed during the quarter ended November 30, 2023. These shares were valued at market price on the date the shares were withheld. The shares withheld for income taxes had a weighted average cost of $41.06 per share.