[8-K] PROG Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Ramaco Resources plans to issue an unspecified amount of % Senior Notes due 2030, offered in $25 denominations.

• Use of proceeds: redeem all $34.5 m 9.00% Notes due 2026, then fund rare-earth development, cap-ex, investments and working capital.
• Terms: senior unsecured, pari-passu with $57.5 m 8.375% 2029 Notes; effectively junior to $16.3 m secured debt and structurally junior to subsidiary liabilities. Coupon paid quarterly; callable at par after a future date and upon change of control.
• Listing: Nasdaq Global Select Market ticker “METCI”, targeted to trade within 30 business days; T+5 settlement.
• Credit facility amendment: KeyBank-led revolver ($200 m commitment, $16 m drawn) to permit up to $100 m of new notes and cut additional unsecured-debt basket to $15 m.
• Pre-offer metrics (30 Jun 25): liquidity $88 m (cash $28 m, revolver availability $60 m); Q2-25 revenue guidance $152-154 m on >1 m tons sold; YTD cap-ex $35-36 m.
• Operational update: Eagle mine idled amid softer met-coal prices (benchmark ≈$176/t); Board suspended Class A dividend; received $6.1 m Wyoming grant for Brook Mine rare-earth pilot plant.

The deal extends the maturity ladder, may lower interest expense, and provides capital for the company’s diversification into critical minerals.

Positive

• Refinances 9.00% 2026 Notes, likely reducing near-term interest cost and eliminating a 2026 maturity wall
• Extends average debt tenor to 2030, enhancing liquidity profile
• $6.1 m grant supports Brook Mine rare-earth pilot, diversifying revenue potential
• Revolver amendment shows lender confidence and preserves $60 m unused capacity

Negative

• Overall debt outstanding may increase if issuance exceeds 2026 Notes redemption amount
• Dividend suspension on Class A shares signals cash-flow caution
• Met-coal prices softening; Eagle mine temporarily idled, pressuring earnings
• Notes are unsecured and structurally junior to subsidiary liabilities, adding credit risk

Insights

Fixed-Income Analyst

TL;DR: Deal lengthens debt maturity, refinances higher-coupon 2026 notes and offers 25-par tradable paper with Nasdaq listing—credit-positive for noteholders.

Replacing 9.00% 2026 paper with longer-dated notes should cut annual interest, ease 2026 refinancing risk and diversify the investor base through small-lot denominations. Senior-unsecured ranking carries typical coal-sector risk but pari-passu structure and modest secured debt (≈$16 m) limit subordination. Liquidity of $88 m plus revolver headroom supports coverage, while facility amendment signals lender support. Rating agencies may view the transaction as leverage-neutral to slightly positive given the redemption use. Market demand may hinge on final coupon relative to 8.375% 2029 Notes trading levels.

Mining Equity Analyst

TL;DR: Neutral for equity—extends runway but dividend halted and market softness offset benefits.

Maturity extension removes a 2026 wall, yet nominal debt rises if >$34.5 m is issued. Suspension of the Class A dividend underlines near-term cash preservation. Q2 guidance implies lower YoY revenue and an idled Eagle mine, reflecting weak met-coal pricing. Nonetheless, redeployment of capital toward rare-earth projects, supported by a Wyoming grant, could unlock future optionality. Net effect: balance-sheet stability improves, but operating headwinds temper upside.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________

 FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 23, 2025

PROG HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

Georgia

1-39628

85-2484385

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

256 W. Data Drive

Draper,

Utah

84020-2315

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (385) 351-1369

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.50 Par Value			PRG			New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 23, 2025, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the second quarter ended June 30, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits:

Exhibit No.			Description
99.1			Press release, dated July 23, 2025.
99.2			PROG Holdings, Inc. Earnings Supplement Presentation, dated July 23, 2025.
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									PROG Holdings, Inc.
						By:			/s/ Brian Garner
Date:			July 23, 2025						Brian Garner Chief Financial Officer

FAQ

What is the ticker for Ramaco's new notes?

The company will apply to list the 2030 Notes on Nasdaq under the symbol METCI.

How will Ramaco Resources (METC) use the offering proceeds?

Proceeds will redeem $34.5 m of 9.00% 2026 Notes and fund rare-earth development, cap-ex, investments and working capital.

What is Ramaco's liquidity position before the offering?

At 30 Jun 25 the company had $28 m cash and $60 m revolver availability, totaling $88 m.

How does the new debt rank versus existing obligations?

The Notes are senior unsecured, pari-passu with the 8.375% 2029 Notes and junior to ≈$16 m of secured debt.

What are the key terms of the 2030 Notes?

Denomination $25, quarterly interest, maturity July 2030, callable at par after a specified date, and a change-of-control put at par.

Why was the Class A dividend suspended?

The Board paused dividends to conserve cash amid weaker met-coal markets and upcoming capital needs.