Upbound Group (UPBD) EVP reports equity grant and tax withholding

Rhea-AI Filing Summary

Upbound Group executive Ralph T. Montrone, EVP of Acima, reported equity compensation activity in company common stock. On February 10, 2026, he acquired 10,966 shares at $20.70 per share through a grant tied to performance-based restricted stock units.

On the same date, 5,134 shares at $20.70 per share were disposed of to cover tax withholding on the vested performance-based units, rather than through an open-market sale. After these transactions, he directly held 54,955 shares of common stock, including unvested restricted stock units.

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

OMB APPROVAL

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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^*

Montrone Ralph T.

(Last) (First) (Middle)

5501 HEADQUARTERS DRIVE

(Street)

PLANO TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UPBOUND GROUP, INC. [ UPBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Acima

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		A		10,966(1)	A	$20.7	60,089(2)	D
COMMON STOCK	02/10/2026		F		5,134(3)	D	$20.7	54,955(2)	D

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. The Company's relative TSR over the three-year measurement period ending December 31, 2025, established in connection with performance-based restricted stock units granted to the reporting person on February 24, 2023, ranked in the 33rd percentile, resulting in the vesting of 50% of such performance-based restricted stock units.

2. Includes shares of common stock and unvested restricted stock units.

3. Number of shares withheld to cover taxes with respect to performance-based restricted stock units which vested on February 10, 2026.

Remarks:

	/s/ Bryan Pechersky, attorney-in-fact	02/12/2026
	** 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.
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FAQ

What insider transactions did UPBD EVP Ralph T. Montrone report?

Ralph T. Montrone reported a grant of 10,966 shares of Upbound Group common stock at $20.70 per share and a related tax-withholding disposition of 5,134 shares at the same price, both on February 10, 2026, tied to performance-based restricted stock units.

Did the UPBD insider transaction involve an open-market stock purchase or sale?

No, the Form 4 shows a grant and tax withholding, not open-market trading. Montrone received 10,966 shares as an equity award, while 5,134 shares were withheld to satisfy taxes on vested performance-based restricted stock units, consistent with standard equity compensation practices.

How many UPBD shares does Ralph T. Montrone own after these transactions?

After the reported equity award and tax withholding, Ralph T. Montrone directly owns 54,955 shares of Upbound Group common stock. This figure includes both common stock and unvested restricted stock units, reflecting his ongoing equity-based compensation position with the company.

What performance results triggered the UPBD executive’s stock vesting?

The vesting was driven by Upbound Group’s relative total shareholder return over a three-year period ending December 31, 2025. The company ranked in the 33rd percentile, which resulted in 50% of the performance-based restricted stock units granted on February 24, 2023 vesting for Montrone.

Why were 5,134 UPBD shares disposed of in the Form 4 filing?

The 5,134 Upbound Group shares were withheld to cover taxes on performance-based restricted stock units that vested on February 10, 2026. This tax-withholding disposition is a non-cash transaction commonly used to satisfy payroll tax obligations on vested equity awards.

What does transaction code "A" mean in the UPBD Form 4 filing?

Transaction code "A" in the Form 4 indicates a grant, award, or other acquisition of securities. In this case, it reflects the award of 10,966 shares of Upbound Group common stock to Ralph T. Montrone as part of his performance-based restricted stock unit compensation.