PROG Holdings (PRG) finance officer has PRG shares withheld for taxes on RSU vest

Rhea-AI Filing Summary

PROG Holdings, Inc. principal accounting officer and VP of financial reporting George M. Sewell reported a tax-related share disposition tied to equity compensation. On March 6, 2026, 965 shares of common stock were withheld at $33.26 per share to cover a tax liability upon vesting of restricted stock units, rather than sold in an open-market trade. After this withholding, Sewell directly owned 30,385 common shares, with an additional 177 shares held indirectly through a 401(k) plan.

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^*

Sewell George M

(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)
	Principal Acct Off, VP Fin Rep

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)		965	D	$33.26	30,385	D
Common Stock								177	I	By: 401(k) Plan

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:

	George M. Sewell	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did PROG Holdings (PRG) report for George M. Sewell?

PROG Holdings reported a tax-withholding disposition by George M. Sewell. On March 6, 2026, 965 common shares were withheld to satisfy tax obligations from vesting restricted stock units, rather than being sold in a discretionary open-market transaction.

How many PROG Holdings (PRG) shares were involved in Sewell’s March 6, 2026 Form 4?

The filing shows 965 common shares used for tax withholding. These shares were delivered or withheld to cover a tax liability tied to restricted stock unit vesting, as noted in the footnote describing the transaction on March 6, 2026.

Was the PROG Holdings (PRG) Form 4 transaction an open-market sale by George M. Sewell?

No, the transaction was a tax-withholding disposition, not an open-market sale. The Form 4 identifies code F and explains the shares were delivered or withheld to pay taxes upon the vesting of restricted stock units on March 6, 2026.

What is George M. Sewell’s PROG Holdings (PRG) share ownership after the reported transaction?

After the transaction, Sewell directly held 30,385 shares. The Form 4 also shows an additional 177 common shares held indirectly through a 401(k) plan, reflecting his remaining stake following the tax-withholding share disposition.

What role does George M. Sewell hold at PROG Holdings (PRG) in this Form 4?

George M. Sewell is identified as Principal Accounting Officer and VP Financial Reporting. His position is disclosed in the Form 4, which reports equity-related transactions and resulting ownership in PROG Holdings common stock as of March 6, 2026.