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

Rhea-AI Filing Summary

PROG Holdings (PRG) sold a consumer receivables portfolio through its subsidiary Vive Financial to Fortiva Funding, a subsidiary of Atlanticus. The Purchaser acquired approximately $165 million in receivables, and the Seller received approximately $150 million in cash. PROG is a party to the agreement solely to guarantee the Seller’s obligations.

The agreement includes a three‑year non‑compete restricting Vive and affiliates from originating, marketing, or servicing open‑end credit card products substantially similar to the portfolio, subject to carveouts. A transition services agreement provides limited-period receivables processing, collection, and administration support to the Purchaser. Separately, the company furnished a press release announcing Q3 2025 results and another announcing the portfolio sale.

Insights

Credit & Specialty Finance Analyst

Asset sale brings $150M cash; limits similar card activity for three years.

Vive Financial sold a portfolio of consumer receivables, with the buyer acquiring approximately $165 million in accounts and the seller receiving approximately $150 million in cash. This reduces on‑balance‑sheet credit exposure while monetizing assets upfront. PROG’s role as guarantor ties it to customary obligations under the agreement.

The three‑year non‑compete on open‑end credit card products substantially similar to the portfolio narrows product scope, offset by carveouts. Transition services provide continuity in processing, collections, and administration during a limited period, helping preserve portfolio performance through handoff.

Key items include execution of transition services and adherence to the non‑compete period disclosed on October 20, 2025, when the agreement was signed. The company also furnished Q3 results on October 22, 2025, which may contextualize capital and strategy decisions.

10/22/2025 - 08:25 AM

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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): October 22, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 20, 2025, Vive Financial LLC (the "Seller"), a wholly-owned subsidiary of PROG Holdings, Inc. (the "Company") entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Fortiva Funding LLC (the "Purchaser"), a wholly-owned subsidiary of Atlanticus Holdings Corporation ("Atlanticus") and the Company, pursuant to which the Purchaser acquired approximately $165 million in receivables related to credit card accounts and retail loan accounts (collectively, the "Portfolio") and the Seller received approximately $150 million in cash. The Company is party to the Purchase Agreement solely to provide a guarantee of the Seller’s obligations thereunder.

The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this nature, as well as customary indemnification provisions, subject to certain deductibles and caps. The Purchase Agreement also contains a non-competition provision, pursuant to which the Seller and its affiliates are prohibited from, directly or indirectly, or through any business combination, engaging in the origination, marketing or servicing of open-end credit card products substantially similar to the Portfolio, subject to certain carveouts, for a period of three years following the closing date.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

In connection with the execution of the Purchase Agreement, the Seller and Atlanticus Services Corporation, a wholly-owned subsidiary of Atlanticus, entered into a transition services agreement (the "Transition Services Agreement"), pursuant to which the Seller has agreed to provide customary transition services, including receivables processing, collection and administration, for the benefit of the Purchaser for a limited period following the closing of the transaction.

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2025, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 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 7.01. OTHER EVENTS

On October 22, 2025, the Company issued a press release announcing the sale of the Portfolio, a copy of which is furnished as Exhibit 99.3 and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.3 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits:

Exhibit No.			Description
99.1			Press release, dated October 22, 2025.
99.2			PROG Holdings, Inc. Earnings Supplement Presentation, dated October 22, 2025.
99.3			Press release, dated October 22, 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:			October 22, 2025						Brian Garner Chief Financial Officer

FAQ

What did PROG Holdings (PRG) sell in this transaction?

A portfolio of receivables related to credit card and retail loan accounts totaling approximately $165 million was acquired by Fortiva Funding.

How much cash did PROG Holdings receive from the sale?

The Seller, Vive Financial, received approximately $150 million in cash.

Who are the counterparties involved in PRG’s receivables sale?

The Seller is Vive Financial LLC; the Purchaser is Fortiva Funding LLC, a subsidiary of Atlanticus.

Does PROG Holdings have ongoing obligations after the sale?

Yes. PROG provided a guarantee of the Seller’s obligations and Vive entered a transition services agreement for a limited period.

What are the non-compete terms related to the sale?

For three years, Vive and affiliates are restricted from originating, marketing, or servicing open‑end credit card products substantially similar to the portfolio, with carveouts.

Did PRG also release quarterly results?

Yes. PRG furnished a press release with Q3 2025 results on October 22, 2025.