Franklin Covey Co. ownership filing: ROYCE & ASSOCIATES reports beneficial ownership of 1,042,625 shares of Common Stock, equal to 9.03% of the class as of 03/31/2026. Royce states these shares are held in the ordinary course of business and that one managed account, Royce Small-Cap Total Return Fund, holds 613,099 shares ( 5.31% ). The filing explains that investment discretion is exercised by Royce & Associates, LP on behalf of managed accounts and disclaims pecuniary interest and group attribution where noted.
Positive
None.
Negative
None.
Insights
Royce reports a single-manager position of 1,042,625 shares (9.03%).
Royce & Associates discloses beneficial ownership of 1,042,625 shares, representing 9.03% of Franklin Covey's common stock as of 03/31/2026. The position is reported as exercised in the ordinary course of business across managed accounts.
The filing notes one account holds 613,099 shares ( 5.31% ), which highlights a concentrated managed-account stake. Subsequent filings may clarify any changes in discretionary arrangements or voting instructions.
Disclosure focuses on voting/dispositive authority and attribution rules.
The statement emphasizes that Royce & Associates, LP exercises sole voting and dispositive power over the reported shares and disclaims pecuniary interest, following SEC guidance (Release No. 34-39538). It also clarifies non-attribution to Franklin Resources principal shareholders.
Material governance implications depend on whether Royce communicates voting intentions; the filing does not specify voting plans. Watch for future schedules if voting positions change.
Key Figures
Beneficial ownership:1,042,625 sharesPercent of class:9.03%Royce Small‑Cap Total Return Fund:613,099 shares+2 more
5 metrics
Beneficial ownership1,042,625 sharesreported ownership of Common Stock as of 03/31/2026
Percent of class9.03%ownership percentage as of 03/31/2026
Royce Small‑Cap Total Return Fund613,099 sharesaccount-level holding (5.31%) as of 03/31/2026
Reporting date03/31/2026date used for ownership calculation
Signature date04/22/2026date the filing was signed by Daniel A. O'Byrne
Key Terms
Schedule 13G, beneficially owned, sole dispositive power, Rule 13d‑3
4 terms
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Franklin Covey Co."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerfinancial
"Item 4. (iii) Sole power to dispose: 1042625.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Rule 13d‑3regulatory
"for purposes of Rule 13d 3 under the Act, RALP may be deemed"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Franklin Covey Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
353469109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
353469109
1
Names of Reporting Persons
ROYCE & ASSOCIATES LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,042,625.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,042,625.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,042,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.03 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Franklin Covey Co.
(b)
Address of issuer's principal executive offices:
2200 W Parkway Blvd, Salt Lake City, UT, 84119
Item 2.
(a)
Name of person filing:
ROYCE & ASSOCIATES LP
(b)
Address or principal business office or, if none, residence:
One Madison Avenue, New York, NY 10010
(c)
Citizenship:
New York Corporation
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
353469109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1042625.00
(b)
Percent of class:
9.03 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1042625.00
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
1042625.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various Accounts managed by Royce & Associates, LP have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer. The interest of one account, Royce Small-Cap Total Return Fund an investment company registered under the Investment Company Act of 1940 and managed by Royce & Associates, LP, amounted to 613,099 shares or 5.31% of the total shares outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ROYCE & ASSOCIATES LP
Signature:
Daniel A. O'Byrne
Name/Title:
Vice President
Date:
04/22/2026
Exhibit Information
The securities reported herein are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP ("RALP"), an indirect majority owned subsidiary of Franklin Resources, Inc.("FRI"). When an investment management contract (including a sub advisory agreement) delegates to RALP investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats RALP as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, RALP reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment managementagreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d 3 under the Act, RALP may be deemed to be the beneficial owner of the securities reported in this Schedule 13G. Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 3439538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from eachother. The voting and investment powers held by RALP are exercised independently from FRI(RALP's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than RALP are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of RALP and FRI affiliates establish informational barriers that prevent the flow between RALP and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, RALP and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). However, because RALP exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by RALP is not attributed to the Principal Shareholders. RALP disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of RALP should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d 3, of any of such securities. Furthermore, RALP believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d 5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which RALP or the FRI affiliates provide investment management services.
What stake does ROYCE & ASSOCIATES report in Franklin Covey (FC)?
ROYCE & ASSOCIATES reports beneficial ownership of 1,042,625 shares, equal to 9.03% of Franklin Covey's common stock as of 03/31/2026. The filing states shares are held in the ordinary course of business by managed accounts.
How much does the Royce Small-Cap Total Return Fund own of FC?
The Royce Small-Cap Total Return Fund is reported to own 613,099 shares, representing 5.31% of the outstanding common stock as of 03/31/2026. This is disclosed as one managed account within Royce's holdings.
Does Royce claim voting or dispositive authority over the FC shares?
Yes. Royce reports sole voting power and sole dispositive power for 1,042,625 shares, per the filing. The filing explains discretion is exercised by Royce & Associates, LP for its managed accounts.
Is the reported ownership attributed to Franklin Resources' principals?
No. The filing states that beneficial ownership reported by Royce is not attributed to Franklin Resources' principal shareholders because Royce exercises voting and investment powers independently under stated procedures.
