PRG (PRG) CEO Steven Michaels gains stock awards, exercises options, with tax withholding

Rhea-AI Filing Summary

PROG Holdings, Inc. director and CEO Steven A. Michaels reported several equity compensation transactions. He exercised stock options for 41,796 shares of common stock and received two stock awards of 64,725 restricted shares and 87,111 performance-based shares, all on February 24, 2026. A total of 30,481 shares were withheld to cover the exercise price and tax obligations, and the filing states that no shares were sold on his behalf in connection with these transactions. After these movements, he directly owned 723,418 common shares, with an additional 10,000 shares held indirectly by 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)
02/24/2026

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	02/24/2026		A		64,725(1)	A	$0	624,992(2)	D
Common Stock	02/24/2026		A		87,111(3)	A	$37.08	712,103	D
Common Stock	02/24/2026		M		41,796	A	$20.88	753,899	D
Common Stock	02/24/2026		F		30,481(4)	D	$37.83	723,418	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
Stock Options (Right to Buy)	$20.88	02/24/2026		M		41,796		(5)	02/26/2026	Common Stock	41,796	$0	0	D

Explanation of Responses:

1. Restricted stock award expected to vest in three equal increments on each of March 2, 2027, 2028 and 2029, subject to the grant agreement between the Issuer and the Reporting Person.

2. Number of shares reported includes 626 shares purchased through the Issuer's Employee Stock Purchase Plan on June 30, 2025 and December 31, 2025.

3. On February 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined these performance shares were earned, based on the level of attainment of various performance goals. These shares, which were granted in February 2025, are expected to vest in three equal increments on each of March 2, 2026, 2027 and 2028, subject to the grant agreement between the Issuer and the Reporting Person.

4. Reflects payment of exercise price and tax liability by withholding securities in connection with the exercise of stock options. No shares were sold by or on behalf of the Reporting Person in connection with the exercise of the stock options reported on this form, including for payment of the exercise price or tax liabilities associated therewith.

5. Stock options were granted on February 26, 2016 and became exercisable in three equal increments on each of March 15, 2017, 2018 and 2019.

Remarks:

	/s/ George M. Sewell, by Power of Attorney for Steven A. Michaels	02/26/2026
	** 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 PRG CEO Steven A. Michaels report on this Form 4?

Steven A. Michaels reported exercising stock options for 41,796 shares and receiving stock awards of 64,725 restricted shares and 87,111 performance-based shares. These equity grants and exercises increased his direct common stock holdings in PROG Holdings, Inc.

Were any PRG shares sold by Steven A. Michaels in these reported transactions?

No, the filing specifies that no shares were sold by or on behalf of Steven A. Michaels. Shares listed as disposed were withheld solely to pay the option exercise price and related tax liabilities, rather than representing open-market or discretionary sales.

How many PRG shares does Steven A. Michaels own after the reported Form 4 transactions?

Following the reported transactions, Steven A. Michaels directly owned 723,418 shares of PROG Holdings common stock. The filing also shows an additional 10,000 shares held indirectly through his spouse, reflecting both direct and indirect ownership positions.

What types of equity awards did PRG grant to Steven A. Michaels in this filing?

He received 64,725 restricted stock shares and 87,111 performance-based shares of PRG common stock. Footnotes indicate these awards vest in three equal installments over future years, subject to the terms of individual grant agreements and performance conditions where applicable.

How were taxes and exercise costs handled for Steven A. Michaels’ PRG option exercise?

To cover the exercise price and related tax liabilities, 30,481 shares were withheld from the shares issuable upon option exercise. The filing clarifies this withholding was for payment purposes and did not involve any market sale of shares by Michaels.

Do the PRG equity awards to Steven A. Michaels have vesting schedules?

Yes, the restricted stock and performance share awards are expected to vest in three equal annual installments on specified March 2 dates. Vesting remains subject to the underlying grant agreements and, for performance shares, the achievement of defined performance goals determined by the compensation committee.