PROG Holdings CEO has 4,873 shares withheld for tax

The withholding arose from Michaels becoming retirement-eligible under the terms of his outstanding restricted stock unit awards.

Available on EDGAR 11/05/2026 - 05:02 PM EST Accepted by SEC EDGAR 11/05/2026 - 05:01 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

PROG Holdings, Inc. Chairman, President and CEO Steven A. Michaels had 4,873 common shares withheld on November 3, 2026, to satisfy FICA and related federal income tax withholding obligations, at a reported $36.53 per share. He reported 768,005 shares held directly after the transaction. The reported holdings also include 10,000 shares held indirectly by his spouse as of November 3, 2026. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Tax Withholding: 4,873 shares

Tax Withholding 1 txn

Insider Michaels Steven A

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	4,873	$36.53	$178K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 768,005 shares (Direct); Common Stock — 10,000 shares (Indirect, By Spouse)

Holdings Before and After: Common Stock, 772,878 to 768,005 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld by Issuer to satisfy FICA and related federal income tax withholding obligations arising from the Reporting Person becoming retirement eligible under the terms of his outstanding restricted stock unit awards.

Key Figures

Common shares withheld: 4,873 shares Reported price per share: $36.53 per share Direct shares following transaction: 768,005 shares +1 more

4 metrics

Common shares withheld 4,873 shares November 3, 2026; tax withholding

Reported price per share $36.53 per share Withholding transaction on November 3, 2026

Direct shares following transaction 768,005 shares Steven A. Michaels, November 3, 2026

Indirect shares held by spouse 10,000 shares Reported as of November 3, 2026

Key Terms

FICA, restricted stock unit awards, tax withholding obligations

3 terms

FICA technical

"satisfy FICA and related federal income tax withholding obligations"

restricted stock unit awards financial

"under the terms of his outstanding restricted stock unit awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

tax withholding obligations financial

"related federal income tax withholding obligations"

FAQ

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How many PRG shares were withheld from Steven A. Michaels?

4,873 common shares were withheld from Steven A. Michaels on November 3, 2026, at a reported $36.53 per share to satisfy FICA and related federal income tax withholding obligations. The withholding arose from his becoming retirement-eligible under the terms of his outstanding restricted stock unit awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Michaels Steven A

(Last) (First) (Middle)

256 WEST DATA DR

(Street)

DRAPER UTAH 84020

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PROG Holdings, Inc. [ PRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2026		F		4,873(1)	D	$36.53	768,005	D
Common Stock								10,000	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by Issuer to satisfy FICA and related federal income tax withholding obligations arising from the Reporting Person becoming retirement eligible under the terms of his outstanding restricted stock unit awards.

Remarks:

	/s/ George M. Sewell, by Power of Attorney for Steven A. Michaels	11/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)