Upbound Group (UPBD) CEO disposes 1,211 shares for RSU tax withholding

Rhea-AI Filing Summary

Upbound Group, Inc. director and Chief Executive Officer Karam Fahmi reported a tax-related share disposition. On February 26, 2026, 1,211 shares of common stock were withheld at $21.54 per share to cover taxes on time-based restricted stock units that vested after two years of continuous employment.

Following this tax-withholding disposition, Fahmi directly held 254,505 shares of Upbound Group common stock, which the filing states includes both common shares 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
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 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)
02/26/2026

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	02/26/2026		F		1,211(1)	D	$21.54	254,505(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. Number of shares withheld to cover taxes with respect to time-based restricted stock units which vested on February 26, 2026 (upon completion of two years of continuous employment from grant date of February 26, 2024).

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

Remarks:

	/s/ Bryan Pechersky, attorney-in-fact	02/27/2026
	** 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 transaction did UPBOUND GROUP, INC. (UPBD) report for Karam Fahmi?

UPBOUND GROUP, INC. reported that CEO and director Karam Fahmi had 1,211 shares of common stock withheld to cover taxes on vested restricted stock units. This was a tax-withholding disposition, not an open-market purchase or sale.

On what date did the reported UPBD insider tax-withholding transaction occur?

The tax-withholding disposition for UPBOUND GROUP, INC. occurred on February 26, 2026. On that date, 1,211 shares of common stock were withheld to satisfy tax obligations tied to time-based restricted stock units that vested after two years of employment.

How many UPBD shares were involved in Karam Fahmi’s tax-withholding disposition?

The filing shows that 1,211 shares of UPBOUND GROUP, INC. common stock were withheld. These shares covered taxes related to time-based restricted stock units that vested upon completion of two years of continuous employment from the February 26, 2024 grant date.

What is Karam Fahmi’s reported UPBD shareholding after the transaction?

After the tax-withholding disposition, Karam Fahmi was reported to directly hold 254,505 shares of UPBOUND GROUP, INC. common stock. The filing explains this total includes both common shares and unvested restricted stock units in his direct holdings.

Was the UPBD insider transaction a market sale or tax withholding event?

The transaction was a tax-withholding disposition, not a market sale. Shares were withheld to pay tax liabilities on time-based restricted stock units that vested, consistent with the Form 4 description and accompanying footnote explanation.

What triggered the vesting of restricted stock units for UPBD’s CEO?

The restricted stock units vested upon completion of two years of continuous employment from the February 26, 2024 grant date. This vesting on February 26, 2026 led to the tax-withholding disposition of 1,211 UPBOUND GROUP, INC. shares.