Upbound Group (NASDAQ: UPBD) EVP granted stock, withholds shares for taxes

Rhea-AI Filing Summary

UPBOUND GROUP, INC. executive Ralph T. Montrone reported routine equity compensation activity. On February 23, 2026, he received a grant of 15,044 shares of common stock as restricted stock units at $22.78 per share, which vest in three equal annual installments starting February 23 of the next year, assuming continued employment.

On February 24, 2026, he disposed of 1,031 shares and separately 1,145 shares of common stock at $21.36 per share to cover tax withholding on time-based restricted stock units that vested on that date, rather than through an open-market sale. After these transactions, he held 67,823 shares, including common stock and 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

OMB Number:			3235-0287
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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^*

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)
02/23/2026

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	02/23/2026		A		15,044(1)	A	$22.78	69,999(2)	D
COMMON STOCK	02/24/2026		F		1,031(3)	D	$21.36	68,968(2)	D
COMMON STOCK	02/24/2026		F		1,145(4)	D	$21.36	67,823(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. Represents restricted stock units which vest annually in one-third increments on February 23 of each of the next three years provided that the reporting person has been continuously employed by the issuer as of each such vesting date.

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

3. Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on February 24, 2026 (upon completion of three years of continuous employment from grant date of February 24, 2023).

4. Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on February 24, 2026 (upon completion of one year of continuous employment from grant date of February 24, 2025).

Remarks:

	/s/ Bryan Pechersky, attorney-in-fact	02/25/2026
	** 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 transactions did UPBD executive Ralph T. Montrone report?

Ralph T. Montrone reported a grant of 15,044 restricted stock units on February 23, 2026, and two tax-withholding share dispositions totaling 2,176 shares on February 24, 2026. These transactions reflect equity compensation and related tax settlements, not open-market buying or selling.

Was the UPBD Form 4 transaction an open-market sale of shares?

No, the reported share disposals were tax-withholding transactions. A total of 2,176 shares were withheld on February 24, 2026, to cover tax liabilities from vesting restricted stock units, rather than discretionary open-market sales by the executive.

How many UPBD restricted stock units were granted to Ralph T. Montrone?

He was granted 15,044 restricted stock units on February 23, 2026, at a reference price of $22.78 per share. These units vest in one-third increments annually over three years, contingent on his continued employment with Upbound Group through each vesting date.

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

After the reported grant and tax-withholding dispositions, Ralph T. Montrone directly holds 67,823 shares of UPBOUND GROUP common stock. This figure includes both currently owned common shares and unvested restricted stock units as described in the accompanying footnotes.

Why were 2,176 UPBD shares withheld from Ralph T. Montrone?

The 2,176 shares, split into 1,031 and 1,145 share transactions, were withheld to cover taxes on time-based restricted stock units that vested on February 24, 2026. This method pays tax obligations using shares instead of separate cash payments.

What is the vesting schedule for Ralph T. Montrone’s new UPBD restricted stock units?

The 15,044 restricted stock units vest in three equal annual installments on February 23 of each of the next three years. Vesting is conditioned on Ralph T. Montrone remaining continuously employed by Upbound Group through each respective vesting date.