Item 8.01 Other Events.

On May 19, 2020, Floor & Decor Holdings, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company, Morgan Stanley & Co. LLC (the "Underwriter"), and the selling stockholders named therein (the "Selling Stockholders"), relating to an underwritten public offering (the "Offering") by the Selling Stockholders of an aggregate of 4,972,900 shares of the Company's Class A common stock, par value $0.001 per share (the "Shares"), at a price to the Underwriter of $44.55 per Share. The Underwriter intends to offer the Shares from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Offering closed on May 22, 2020. The Company did not sell any shares in the Offering and did not receive any proceeds from the Offering.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company will pay the expenses associated with the sale of Shares by the Selling Stockholders. The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-225145), which was filed with the Securities and Exchange Commission on May 23, 2018, and the related prospectus supplement and accompanying prospectus.

A copy of the opinion of Kirkland & Ellis LLP relating to the legality of the sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





d) Exhibits:



Exhibit
Number                                   Description
  1.1        Underwriting Agreement, dated May 19, 2020, by and among Floor & Decor
           Holdings, Inc., Morgan Stanley & Co. LLC and the Selling Stockholders
           named therein†
  5.1        Opinion of Kirkland & Ellis LLP
  23.1       Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
104        Cover Page Interactive Data File (embedded within the inline XBRL
           document)

†Certain schedules or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of such schedules or exhibits, or any section thereof, to the SEC upon request.

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