PROG Holdings (NYSE: PRG) CFO withholds 13,418 shares for tax payment

Rhea-AI Filing Summary

PROG Holdings, Inc. Chief Financial Officer Brian Garner reported a Form 4 transaction involving company common stock. On March 6, 2026, 13,418 shares were disposed of at $33.26 per share as a tax-withholding disposition tied to the vesting of restricted stock units. After this tax-related share delivery/withholding, Garner directly owned 143,828 shares of PROG Holdings common stock.

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^*

Garner Brian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F(1)		13,418	D	$33.26	143,828	D

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 March 6, 2026.

Remarks:

	/s/ George M. Sewell, by Power of Attorney for Brian Garner	03/09/2026
	** 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).
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FAQ

What insider transaction did PROG Holdings (PRG) report for its CFO?

PROG Holdings reported that CFO Brian Garner disposed of 13,418 common shares in a tax-withholding transaction. The shares were delivered or withheld to cover tax liabilities tied to restricted stock units that vested on March 6, 2026, rather than an open-market sale.

How many PROG (PRG) shares did the CFO dispose of and at what price?

CFO Brian Garner disposed of 13,418 PROG Holdings common shares at $33.26 per share. This disposition was reported as a tax-withholding event associated with restricted stock unit vesting, not a traditional market sale, according to the Form 4 transaction details and footnote.

Why were PROG Holdings (PRG) shares withheld from CFO Brian Garner?

The shares were withheld or delivered to pay a tax liability arising from restricted stock units that vested on March 6, 2026. The Form 4 footnote explains this was a tax-withholding disposition, meaning the transaction addressed tax obligations rather than representing a discretionary share sale.

How many PROG (PRG) shares does the CFO hold after this Form 4 transaction?

Following the March 6, 2026 tax-withholding disposition, CFO Brian Garner directly held 143,828 shares of PROG Holdings common stock. This post-transaction ownership figure is disclosed in the Form 4 and reflects his remaining direct stake after satisfying the related tax obligation.

Was the PROG (PRG) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 describes the transaction as a tax-withholding disposition coded “F,” tied to restricted stock unit vesting. The footnote states the shares were delivered or withheld to pay a tax liability, distinguishing it from a voluntary open-market share sale.