Floor & Decor Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Floor & Decor Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 24, 2025

Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Floor & Decor Holdings, Inc. (the “Company”) to be held on Wednesday, May 7, 2025 at 1:00 P.M. Eastern Time. The Annual Meeting will be held by remote communication in a virtual format at: www.virtualshareholdermeeting.com/FND2025. Stockholders of record as of the close of business on March 10, 2025, or “street name” holders that hold a legal proxy, broker’s proxy card or voting information form provided by their bank, broker or nominee, can attend the Meeting by accessingwww.virtualshareholdermeeting.com/FND2025 and entering the 16-digit control number included in their proxy card, voting instruction form, or notice of internet availability. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.

During the Annual Meeting, if you log in using your 16-digit control number, you will be able to vote by following the instructions on the virtual meeting website atwww.virtualshareholdermeeting.com/FND2025. Even if you plan to attend the Annual Meeting, however, we recommend that you vote in advance so your vote will be counted if you later decide not to attend.

The agenda for the Annual Meeting includes:

•the election of 11 directors for a one-year term expiring in 2026 (Proposal 1);

•the ratification of Ernst & Young LLP as independent auditors for our 2025 fiscal year (Proposal 2);

•an advisory vote to approve the compensation paid to our named executive officers for the fiscal year ended December 26, 2024 (commonly known as a “Say-on-Pay” proposal) (Proposal 3);

•the approval of an amendment to our Certificate of Incorporation to eliminate legacy classified board provisions that no longer apply (Proposal 4);

•the approval of an amendment to our Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (Proposal 5);

•the approval of an amendment to our Certificate of Incorporation to allow stockholders holding 25% or more of our common stock to cause the Company to call a special meeting of stockholders (Proposal 6);

•a stockholder proposal regarding shareholder right to call for a special shareholder meeting, if properly presented (Proposal 7); and

•such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The Company’s Board of Directors recommends a vote FOR the election of the 11 director nominees, FOR the ratification of the appointment of Ernst & Young LLP as our independent auditors, FOR the approval, on an advisory basis, of compensation paid to our named executive officers for the fiscal year ended December 26, 2024, and FOR each of the proposed amendments to our Certificate of Incorporation. The Company’s Board of Directors recommends a vote AGAINST the stockholder proposal.

Your interest in the Company and your vote are very important to us. The enclosed proxy materials contain detailed information regarding the business that will be considered at the Annual Meeting and how to vote your shares. It is important that all stockholders participate in the affairs of the Company, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible. On behalf of the Company, I would like to express our appreciation for your ongoing interest in Floor & Decor Holdings, Inc.

Very truly yours, Thomas V. TaylorChief Executive Officer

AT A GLANCE

Floor & Decor is a high-growth, differentiated, multi-channel specialty retailer of hard surface flooring and related accessories and seller of commercial surfaces. We focus on providing our customers with a broad, trend-forward assortment with in-stock inventory, using an everyday low price strategy and good/better/best merchandise selection. We have a customer service-oriented sales culture with a focus on the professional, or “Pro”, customer; a sophisticated, direct sourcing global supply chain; and a management team with a strong track record.

Our growth strategy focuses on several pillars that we believe are key to achieving our long-term sales and earnings growth:

Our investment priorities to support these pillars of growth are focused first on our core business, then on additional growth initiatives, which may include acquisitions. Our investments are expected to achieve a desirable rate of return over the long term.

Fiscal 2024 Performance

Despite a very challenging macroeconomic environment in the fiscal year ended December 26, 2024 (“Fiscal 2024”), we focused on continuing our growth, controlling costs, and positioning our Company for success when macroeconomic conditions improve. Our results are reflected in the following:

•the Company opened 30 new warehouse-format stores;

•net sales increased 0.9% to $4,455.8 million in Fiscal 2024, compared to $4,413.9 million in the fiscal year ended December 28, 2023 (“Fiscal 2023”); and

•gross margin increased 120 basis points to 43.3% in Fiscal 2024, compared to 42.1% in Fiscal 2023.

For more information on our financial results for Fiscal 2024, see our Annual Report on Form 10-K for the fiscal year ended December 26, 2024, filed with the SEC on February 20, 2025.

Warehouse-Format Store Count

The chart below shows the total number of our warehouse-format stores at the end of each of the last five fiscal years.

FLOOR & DECOR HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 7, 2025: As permitted by rules adopted by the Securities and Exchange Commission, rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of internet availability of proxy materials containing instructions on how to access these proxy materials and authorize their respective proxy votes online. This proxy statement, our 2024 Annual Report on Form 10-K, and the proxy card are available atwww.proxyvote.com. You will need your notice of internet availability, proxy card, or voting instruction form to access these proxy materials.

Attending the Annual Meeting: Stockholders may attend the Annual Meeting online and vote their shares electronically during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/FND2025 and entering the 16-digit control number included in their proxy card, the notice of internet availability, or the voting instruction form provided by their bank or broker. Online access to the Annual Meeting will begin at approximately 12:45 p.m., Eastern Time. If you encounter difficulties accessing the Annual Meeting, please call the technical support number that will be posted atwww.virtualshareholdermeeting.com/FND2025. Prior to the Annual Meeting, stockholders can vote atwww.proxyvote.com using their 16-digit control number or by the other methods described in the proxy materials. Stockholders may also submit questions in advance of the Meeting by sending an email with “2025 Annual Meeting” in the subject line to our Investor Relations department at InvestorRelations@flooranddecor.com. For more information about the Annual Meeting, see “Questions About the Annual Meeting and These Proxy Materials” onpage 59 of this proxy statement.

March 24, 2025

Stacy S. IngramSenior Vice President, General Counsel and Corporate Secretary