Equity awards for PROG Holdings (PRG) finance executive add to share stake

Rhea-AI Filing Summary

PROG Holdings, Inc. principal accounting officer and VP of financial reporting George M. Sewell reported stock awards of the company’s common stock. On February 24, 2026, he acquired 12,751 shares as a restricted stock award at no cash price, expected to vest in three equal parts on March 2, 2027, March 2, 2028, and March 2, 2029, subject to the grant agreement. He also acquired 2,360 performance-based shares at $37.0800 per share, which the compensation committee determined were earned based on performance goals and are expected to vest in three equal parts on March 2, 2026, March 2, 2027, and March 2, 2028. After these transactions, he directly owned 33,176 shares and indirectly held 177 shares through a 401(k) plan, with reported holdings including 626 shares previously purchased under the employee stock purchase 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)
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		12,751(1)	A	$0	30,816(2)	D
Common Stock	02/24/2026		A		2,360(3)	A	$37.08	33,176	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. Restricted stock award is 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.

Remarks:

	George M. Sewell	02/26/2026
	** 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 transactions did PROG Holdings (PRG) report for George M. Sewell?

George M. Sewell reported acquiring company common stock through equity awards on February 24, 2026. The filing shows a restricted stock grant of 12,751 shares at no cash price and 2,360 performance-based shares, both subject to multi-year vesting schedules tied to service and prior performance goals.

How many PROG Holdings (PRG) shares did George M. Sewell receive in restricted stock awards?

He received 12,751 shares as a restricted stock award at no cash price. These shares are expected to vest in three equal installments on March 2, 2027, March 2, 2028, and March 2, 2029, assuming conditions in the grant agreement continue to be satisfied.

What are the terms of the performance share award for PROG Holdings (PRG) executive George M. Sewell?

Sewell acquired 2,360 performance-based shares at $37.0800 per share. On February 24, 2026, the compensation committee determined these shares were earned based on performance goals, and they are expected to vest in three equal increments on March 2, 2026, 2027, and 2028, subject to the grant agreement.

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

Following the reported equity awards, Sewell directly owned 33,176 shares of PROG Holdings common stock. He also indirectly held 177 additional shares through a 401(k) plan, giving him a combination of direct and indirect ownership positions in the company’s equity.

How do the new equity awards for PROG Holdings (PRG) vest over time?

The 12,751 restricted shares are expected to vest in three equal annual installments starting March 2, 2027. The 2,360 performance shares, granted in February 2025 and deemed earned in February 2026, are expected to vest equally on March 2, 2026, 2027, and 2028, all subject to the grant agreements.

What role does performance play in George M. Sewell’s PROG Holdings (PRG) share awards?

For the 2,360-share award, the compensation committee determined on February 24, 2026 that the performance shares were earned based on various performance goals. Vesting of these earned shares then follows a three-year schedule, reflecting performance-based and time-based conditions combined.