PROG Holdings (PRG) CEO reports tax-withholding share dispositions on RSU vesting

Rhea-AI Filing Summary

PROG Holdings, Inc. President and CEO Steven A. Michaels reported tax-related share dispositions tied to restricted stock unit vesting. On March 2, he delivered or had withheld 21,545 shares of common stock at $33.56 per share to cover tax liabilities. On February 27, he delivered or had withheld 24,826 shares at $35.21 per share for the same purpose. After these transactions, he directly holds 677,047 common shares and indirectly holds 10,000 shares through his spouse.

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

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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 UT 84020

(City) (State) (Zip)

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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

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

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

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	02/27/2026		F(1)		24,826	D	$35.21	698,592	D
Common Stock	03/02/2026		F(2)		21,545	D	$33.56	677,047	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. Payment of a tax liability by delivering or withholding securities incident to the vesting of restricted stock units on February 27, 2026.

2. Payment of a tax liability by delivering or withholding securities incident to the vesting of restricted stock units on March 2, 2026.

Remarks:

	/s/ George M. Sewell, by Power of Attorney for Steven A. Michaels	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did PROG Holdings (PRG) report for Steven A. Michaels?

PROG Holdings reported that President and CEO Steven A. Michaels disposed of shares to satisfy tax liabilities from restricted stock unit vesting. Two tax-withholding transactions occurred in late February and early March 2026, while he retained a substantial direct and indirect ownership position in PROG stock.

How many PROG Holdings (PRG) shares were used for Steven Michaels’ tax-withholding in 2026?

Steven A. Michaels used 21,545 PROG Holdings shares on March 2, 2026 and 24,826 shares on February 27, 2026 for tax-withholding. These dispositions were tied to the vesting of restricted stock units rather than open-market sales of his existing holdings.

At what prices were Steven Michaels’ PROG Holdings (PRG) tax-withholding shares valued?

The tax-withholding dispositions were valued at $33.56 per share on March 2, 2026 and $35.21 per share on February 27, 2026. These prices reflect the fair market value used to cover tax liabilities from restricted stock unit vesting events.

How many PROG Holdings (PRG) shares does Steven A. Michaels own after these transactions?

After the reported transactions, Steven A. Michaels directly holds 677,047 shares of PROG Holdings common stock. In addition, 10,000 PROG shares are held indirectly through his spouse, reflecting both direct and indirect beneficial ownership positions following the tax-withholding dispositions.

Were Steven Michaels’ PROG Holdings (PRG) transactions open-market sales?

No, the Form 4 characterizes the transactions as tax-withholding dispositions coded “F,” not open-market sales. Shares were delivered or withheld to pay tax liabilities associated with the vesting of restricted stock units on February 27, 2026 and March 2, 2026.

What do the footnotes reveal about Steven Michaels’ PROG Holdings (PRG) Form 4 transactions?

The footnotes explain that both transactions represent payment of tax liabilities by delivering or withholding shares. They specify that the dispositions were incident to the vesting of restricted stock units on February 27, 2026 and March 2, 2026, clarifying the non-discretionary nature of the events.