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  4. [Form 4] UPBOUND GROUP, INC. Insider Trading Activity

Upbound grants CEO 767,838 performance units

UPBD granted its CEO a large performance-based equity award tied to multi-year share price hurdles and continued employment.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UPBOUND GROUP, INC. (symbol: UPBD) is the issuer of record for a Form 4 filing submitted to the SEC. Karam Fahmi reported acquisition or exercise transactions in this Form 4 filing.

UPBOUND GROUP, INC. (UPBD) reported that Chief Executive Officer Karam Fahmi received a supplemental equity award in the form of 767,838 performance stock units, each linked to an equal number of common shares. These PSUs vest, if at all, over a four-year performance period based on achieving specified 20-trading-day average stock price hurdles, and require Mr. Fahmi’s continued employment through the applicable vesting dates.

Positive

  • None.

Negative

  • None.
Insider Karam Fahmi
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award PERFORMANCE STOCK UNITS F1, F2 767,838 $0.00 $0.00
Holdings After Transaction: PERFORMANCE STOCK UNITS — 767,838 contracts (Direct)
Footnotes (2)
  1. F1. Represents a supplemental equity award consisting of restricted stock units and performance stock units to promote retention of key executives and to incentivize share price appreciation measured against predetermined stock prices.
  2. F2. Represents the portion of the supplemental equity award granted as performance stock units, which are eligible to vest, if at all, based on the achievement of predetermined 20-trading-day average closing stock prices during a four-year performance period, subject to the reporting person's continued employment through the applicable vesting date. The performance stock units are divided into three tranches: 33% eligible to be earned upon a 20-trading-day average closing price of $24.18, 33% upon a 20-trading-day average closing price of $31.43, and 34% upon a 20-trading-day average closing price of $38.68. For each tranche, the vesting date is the later of the third anniversary of the grant date September 1, 2029, and the date the applicable stock price is attained.
Performance stock units granted 767,838 units Supplemental equity award to CEO Karam Fahmi on September 1, 2026
Underlying common shares 767,838 shares Each performance stock unit corresponds to one share of common stock
First stock price hurdle $24.18 20-trading-day average closing price required to earn 33% of PSUs
Second stock price hurdle $31.43 20-trading-day average closing price required to earn next 33% of PSUs
Third stock price hurdle $38.68 20-trading-day average closing price required to earn remaining 34% of PSUs
Performance period length 4 years PSUs eligible to vest based on performance during a four-year period
Earliest anniversary reference date September 1, 2029 For each tranche, vesting occurs no earlier than the third anniversary of the grant date
performance stock units financial
"Represents the portion of the supplemental equity award granted as performance stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock units financial
"supplemental equity award consisting of restricted stock units and performance stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
20-trading-day average closing stock prices financial
"based on the achievement of predetermined 20-trading-day average closing stock prices"
vesting date financial
"For each tranche, the vesting date is the later of the third anniversary"

FAQ

What equity award did UPBD grant to its CEO Karam Fahmi in this Form 4?
UPBOUND GROUP, INC. granted CEO Karam Fahmi 767,838 performance stock units, representing a supplemental equity award intended to promote retention of key executives and incentivize share price appreciation measured against predetermined stock prices.

How do the new UPBD performance stock units for the CEO vest?
The performance stock units are eligible to vest, if at all, over a four-year performance period based on achieving predetermined 20-trading-day average closing stock prices, and are also subject to the CEO’s continued employment through each applicable vesting date.

What stock price targets apply to the UPBD CEO’s 767,838 performance stock units?
The PSUs are divided into three tranches: 33% at a 20-trading-day average closing price of $24.18, 33% at $31.43, and 34% at $38.68, in each case subject to the other vesting conditions.

When is the vesting date for the UPBD CEO’s performance stock units?
For each tranche, the vesting date is the later of the third anniversary of the grant date, September 1, 2029, and the date on which the applicable stock price condition is attained, subject to continued employment.

Is the UPBD CEO’s equity award in this Form 4 linked to a Rule 10b5-1 trading plan?
No. The filing indicates the Rule 10b5-1 checkbox is not marked, so this grant of performance stock units is not reported as having been made under a Rule 10b5-1 trading plan.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Karam Fahmi
(Last)(First)(Middle)
5501 HEADQUARTERS DRIVE
(Street)
PLANO TEXAS 75024
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
UPBOUND GROUP, INC. [ UPBD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
PERFORMANCE STOCK UNITS(1)$0.0009/01/2026A767,838 (2) (2)COMMON STOCK767,838$0.00767,838D
Explanation of Responses:
1. Represents a supplemental equity award consisting of restricted stock units and performance stock units to promote retention of key executives and to incentivize share price appreciation measured against predetermined stock prices.
2. Represents the portion of the supplemental equity award granted as performance stock units, which are eligible to vest, if at all, based on the achievement of predetermined 20-trading-day average closing stock prices during a four-year performance period, subject to the reporting person's continued employment through the applicable vesting date. The performance stock units are divided into three tranches: 33% eligible to be earned upon a 20-trading-day average closing price of $24.18, 33% upon a 20-trading-day average closing price of $31.43, and 34% upon a 20-trading-day average closing price of $38.68. For each tranche, the vesting date is the later of the third anniversary of the grant date September 1, 2029, and the date the applicable stock price is attained.
Remarks:
Power of Attorney (Exhibit)
/s/ Andrew West, attorney-in-fact09/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR