UPBOUND GROUP (UPBD) CEO granted 86,918 RSUs, stock withheld for taxes

Rhea-AI Filing Summary

UPBOUND GROUP, INC. director and Chief Executive Officer Karam Fahmi reported equity compensation and related tax-withholding activity in common stock of the company. On February 23, 2026, he acquired 86,918 restricted stock units at $22.78 per share as a grant that vests in three equal annual installments starting February 23 of the next three years, contingent on continued employment.

On February 24, 2026, a total of 3,670 and 6,112 shares of common stock were withheld at $21.36 per share to cover tax liabilities associated with time-based restricted stock units that vested on that date, rather than being open‑market sales. Following these transactions, Fahmi directly held 255,716 shares, 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

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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^*

Karam Fahmi

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		86,918(1)	A	$22.78	265,498(2)	D
COMMON STOCK	02/24/2026		F		3,670(3)	D	$21.36	261,828(2)	D
COMMON STOCK	02/24/2026		F		6,112(4)	D	$21.36	255,716(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.
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FAQ

What insider transactions did UPBD CEO Karam Fahmi report on this Form 4?

Karam Fahmi reported one equity grant and two tax-withholding dispositions. He received 86,918 restricted stock units on February 23, 2026, and had 3,670 and 6,112 shares withheld on February 24, 2026 to cover taxes on vested restricted stock units.

How many UPBOUND GROUP (UPBD) shares did the CEO acquire in this filing?

The CEO acquired 86,918 restricted stock units of UPBOUND GROUP. The grant was priced at $22.78 per share and vests in three equal annual installments on February 23 over the next three years, assuming continued employment with the company at each vesting date.

Were the UPBD CEO’s dispositions in this Form 4 open-market stock sales?

No, the dispositions were tax-withholding events, not open-market sales. On February 24, 2026, 3,670 and 6,112 shares of common stock were withheld at $21.36 per share to satisfy tax obligations on time-based restricted stock units that had just vested.

What is the vesting schedule for the 86,918 UPBD restricted stock units granted to the CEO?

The 86,918 restricted stock units vest in three equal annual installments. They vest on February 23 of each of the next three years, provided that Karam Fahmi remains continuously employed by UPBOUND GROUP through each vesting date, according to the footnote disclosure.

How many UPBOUND GROUP (UPBD) shares does the CEO hold after these transactions?

After the reported transactions, the CEO directly held 255,716 shares. This figure includes both shares of common stock and unvested restricted stock units, reflecting his updated direct ownership position following the grant and tax-withholding share dispositions.

What does transaction code F mean in the UPBD CEO’s Form 4 filing?

Transaction code F indicates shares used to pay taxes or exercise costs. In this case, shares of UPBOUND GROUP common stock were withheld to cover tax liabilities arising from the vesting of time-based restricted stock units on February 24, 2026.