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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
Date of Report:
(Date
of earliest event reported)
August 19, 2025
UPBOUND GROUP, INC.
(Exact name of registrant
as specified in charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
001-38047
(Commission
File Number) |
45-0491516
(IRS Employer
Identification No.) |
5501 Headquarters Drive
Plano,
Texas 75024
(Address of principal
executive offices and zip code)
(972) 801-1100
(Registrant’s telephone
number, including area code)
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, $.01 Par Value |
|
UPBD |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
| If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Item 1.01 Entry Into a Material Definitive Agreement.
On August 19, 2025 (the “Closing Date”), Upbound Group, Inc.,
a Delaware corporation (the “Borrower”), and certain other subsidiaries of the Borrower entered into an amendment (the “Amendment”)
of its Term Loan Credit Agreement, dated as of February 17, 2021 (as amended by the First Amendment to Term Loan Credit Agreement,
dated as of September 21, 2021, as amended by the Second Amendment to Term Loan Credit Agreement, dated as of June 15, 2023,
as amended by the Third Amendment to Term Loan Credit Agreement, dated as of May 28, 2024 and as further amended by the Amendment,
the “Credit Agreement”), among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent (the “Agent”).
The Amendment, in addition to certain other changes, (i) extends the
maturity date for the loans outstanding under the Credit Agreement to August 19, 2032 (subject to certain springing maturity provisions)
and (ii) provides approximately $77 million of incremental commitments under the Credit Agreement, all of which were drawn on the Closing
Date, resulting in total aggregate borrowings under the Credit Agreement on such date of $875 million. The Borrower intends to use the
proceeds of the incremental borrowings on the Closing Date to pay fees and expenses in connection with the Amendment and for working capital
and other general corporate purposes, which may include the repayment of a portion of the outstanding loans under the Borrower’s
revolving credit facility. Capitalized terms used in this Item 1.01 but not otherwise defined herein have the meanings assigned to them
in the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information in Item 1.01 of this Current Report
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 10.1 |
|
Fourth Amendment to Term Loan Credit Agreement, dated as of August 19, 2025, by and among Upbound Group, Inc., the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
UPBOUND GROUP, INC. |
| |
|
|
| Date: August 19, 2025 |
By: |
/s/ Bryan Pechersky |
| |
|
Bryan Pechersky |
| |
|
Executive Vice President, General Counsel and Corporate Secretary |
