FND

• Comparable store sales decreased 2.1% in the quarter; the company opened five new warehouse stores, ending with 281.
• Operating income rose 51.4% to $124.0 million; operating margin was 9.9%, up 310 basis points year-over-year.
• Diluted EPS was $0.89, up 53.4% from $0.58; adjusted diluted EPS was $0.58, flat year-over-year.
• Fiscal 2026 guidance: net sales of approximately $4,770M to $4,990M, diluted EPS of $2.20 to $2.45, adjusted diluted EPS of $1.88 to $2.13.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• F&D also entered a new $800 million senior secured ABL revolving facility maturing June 24, 2031, with Bank of America as agent.
• The new facilities replaced and terminated the prior term loan and ABL agreements, which were repaid in full with no early termination penalties.
• The new term loan bears interest at Adjusted Term SOFR or Alternate Base Rate plus a margin of 2.00% or 1.00%, respectively; the ABL facility margin ranges from 0.125% to 1.125%.
• Both facilities include features to increase capacity: the term loan up to $530 million or 100% of Consolidated EBITDA (plus additional amounts), and the ABL facility up to $200 million.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• All eleven director nominees were elected, each receiving between 97.05 million and 99.07 million votes for, with broker non-votes of 4,183,844.
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026, with 103,014,366 votes for.
• The non-binding say-on-pay proposal for named executive officer compensation was approved with 95,940,779 votes for.
• The Amended and Restated 2017 Stock Incentive Plan was approved with 98,622,276 votes for.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Comparable store sales decreased 3.7% in the first quarter of fiscal 2026.
• Diluted EPS was $0.37, down 17.8% from $0.45 in the same period last year.
• Operating income was $52.4 million, down 18.4% from $64.2 million, with operating margin of 4.5%.
• The company announced a $400 million share repurchase program authorized by the Board on April 23, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Comparable store sales decreased 4.8% in the fourth quarter.
• Diluted EPS for the fourth quarter was $0.36, down 18.2% from $0.44 in the prior-year quarter.
• Full-year fiscal 2025 net sales increased 5.1% to $4,684.1 million, with diluted EPS of $1.92, up 1.1% from $1.90.
• Fiscal 2026 guidance: net sales of approximately $4,880 million to $5,030 million, diluted EPS of approximately $1.98 to $2.18.
• The company opened eight new warehouse stores in the fourth quarter, ending with 270 warehouse stores.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Comparable store sales decreased 1.2% in the quarter.
• Diluted EPS was $0.53, up 10.4% from $0.48 in the prior-year quarter; net income rose 10.8% to $57.3 million.
• Operating income was $72.0 million (6.1% margin), up 8.6% from $66.3 million; Adjusted EBITDA was $138.8 million, up 4.4%.
• The company opened five new warehouse stores in Q3, ending with 262 stores, and reaffirmed plans to open 20 new stores in fiscal 2025.
• Fiscal 2025 outlook: net sales of approximately $4,660-$4,710 million, diluted EPS of $1.87-$1.97, and Adjusted EBITDA of $530-$545 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Thomas V. Taylor will transition from CEO to Executive Chair of the Board on the same date, with an annual base salary of $800,000 and target bonus of 100% of base salary.
• Director Richard Sullivan will retire from the Board at the end of his current term and will not stand for re-election at the 2026 annual meeting; no disagreement cited.
• Norman Axelrod, current Board Chair, will become Lead Independent Director as part of the transition.
• The Compensation Committee amended severance agreements for three executives (Bryan Langley, David Christopherson, Ersan Sayman) to enhance severance benefits.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Comparable store sales increased 0.4%, the first quarterly increase since Q4 fiscal 2022.
• Diluted EPS was $0.58, up 11.5% from $0.52 in the prior-year quarter.
• Operating income was $81.9 million, up 14.8% from $71.3 million; operating margin was 6.8%, up 50 basis points.
• Fiscal 2025 outlook: net sales of approximately $4,660 million to $4,750 million, diluted EPS of approximately $1.75 to $2.00, and 20 new warehouse stores planned.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits