PROG Holdings (PRG) officer reports RSU tax share withholding

Rhea-AI Filing Summary

PROG Holdings, Inc. principal accounting officer and VP of financial reporting George M. Sewell reported tax-related share withholdings tied to restricted stock unit vesting. On February 27, 2026, 1,074 shares of common stock were withheld at $35.21 per share to cover taxes.

On March 2, 2026, an additional 752 shares were withheld at $33.56 per share for the same purpose. After these non-market transactions, Sewell directly holds 31,350 common shares and indirectly holds 177 shares 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)
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)		1,074	D	$35.21	32,102	D
Common Stock	03/02/2026		F(2)		752	D	$33.56	31,350	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 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:

	George M. Sewell	03/03/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

George M. Sewell reported two tax-withholding dispositions of PROG Holdings common stock related to restricted stock unit vesting. Shares were withheld on February 27, 2026 and March 2, 2026 to satisfy tax liabilities, rather than being sold in open-market transactions.

How many PROG Holdings (PRG) shares were withheld for taxes and at what prices?

A total of 1,074 shares were withheld at $35.21 per share on February 27, 2026, and 752 shares at $33.56 per share on March 2, 2026. Both transactions were coded as tax-withholding dispositions tied to restricted stock unit vesting.

Were George M. Sewell’s PROG Holdings (PRG) transactions open-market sales?

No, the transactions were not open-market sales. Both were coded as Form 4 code “F” tax-withholding dispositions, meaning shares were delivered or withheld to pay tax liabilities arising from the vesting of restricted stock units on the reported dates.

How many PROG Holdings (PRG) shares does George M. Sewell own after these transactions?

After the reported tax-withholding dispositions, George M. Sewell directly owns 31,350 shares of PROG Holdings common stock. He also indirectly owns 177 shares through a 401(k) plan, reflecting his remaining beneficial holdings as reported in the Form 4 filing.

What role does George M. Sewell hold at PROG Holdings (PRG)?

George M. Sewell serves as PROG Holdings’ principal accounting officer and vice president of financial reporting. His Form 4 insider filing discloses equity-related tax-withholding transactions associated with his compensation, specifically restricted stock unit vesting events on the reported dates.