PROG Holdings (PRG) CEO disposes shares to cover RSU tax liability

Rhea-AI Filing Summary

PROG Holdings, Inc. President and CEO Steven A. Michaels disposed of 41,759 shares of common stock on March 6, 2026 to satisfy a tax liability related to vesting restricted stock units, at $33.26 per share. Following this tax-withholding transaction, he directly holds 635,288 shares and indirectly holds 10,000 shares through 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)
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)		41,759	D	$33.26	635,288	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

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 Steven A. Michaels	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 Steven A. Michaels?

PROG Holdings reported that President and CEO Steven A. Michaels disposed of 41,759 common shares on March 6, 2026. The shares were delivered to cover a tax liability arising from the vesting of restricted stock units.

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

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered or withheld to pay taxes on vested restricted stock units, consistent with the transaction code F and the accompanying footnote description.

How many PROG Holdings (PRG) shares does Steven A. Michaels hold after the transaction?

After the March 6, 2026 disposition, Steven A. Michaels directly holds 635,288 shares of PROG Holdings common stock and indirectly holds 10,000 shares through his spouse, as disclosed under direct and indirect ownership in the Form 4.

What price was used for the PROG Holdings (PRG) CEO’s tax-withholding share disposition?

The tax-withholding disposition of 41,759 common shares by Steven A. Michaels was reported at $33.26 per share. This price is used to value the shares delivered or withheld to satisfy the related tax liability on vested restricted stock units.

How is the PROG Holdings (PRG) CEO’s spouse’s ownership reported on the Form 4?

The Form 4 reports 10,000 common shares as held indirectly by Steven A. Michaels, with the nature of ownership described as “By Spouse.” This indicates those shares are attributed to him through his spouse’s holdings.