Upbound Group (UPBD) EVP reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Upbound Group EVP and CHRO Taylor Transient C reported equity award activity tied to prior performance-based restricted stock units. On February 10, 2026, 6,615 shares of common stock vested at $20.70 per share after the company’s relative TSR over the three-year period ending December 31, 2025 ranked in the 33rd percentile, leading to 50% vesting of those performance-based units.

To cover taxes on the vesting, 2,936 shares were withheld at $20.70 per share. After these transactions, Transient directly beneficially owned 24,578 shares of Upbound Group common stock, including 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

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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^*

Taylor Transient C

(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, CHRO

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		6,615(1)	A	$20.7	27,514(2)	D
COMMON STOCK	02/10/2026		F		2,936(3)	D	$20.7	24,578(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 transaction did UPBD EVP Taylor Transient report on this Form 4?

Taylor Transient reported vesting of 6,615 shares of Upbound Group common stock from performance-based restricted stock units, with 2,936 shares withheld to cover taxes. The activity reflects equity compensation rather than an open-market purchase or sale.

How many UPBD shares did Taylor Transient acquire and at what price?

Taylor Transient acquired 6,615 shares of Upbound Group common stock at $20.70 per share upon vesting of performance-based restricted stock units. This award was based on the company’s relative total shareholder return over a three-year period ending December 31, 2025.

Why were 2,936 UPBD shares withheld in Taylor Transient’s Form 4 filing?

2,936 shares of Upbound Group common stock were withheld to cover taxes related to the vesting of performance-based restricted stock units on February 10, 2026. This tax-withholding disposition is reported with transaction code F on the Form 4.

What performance result triggered the vesting of UPBD performance-based units?

The company’s relative total shareholder return over the three-year period ending December 31, 2025 ranked in the 33rd percentile. This result caused 50% of Taylor Transient’s February 24, 2023 performance-based restricted stock units to vest into 6,615 common shares.

How many UPBD shares does Taylor Transient own after these transactions?

After the February 10, 2026 transactions, Taylor Transient directly beneficially owned 24,578 shares of Upbound Group common stock. This figure includes both issued common shares and unvested restricted stock units as noted in the filing footnotes.

What do the transaction codes A and F mean in this UPBD Form 4?

Code A indicates a grant, award, or other acquisition of 6,615 shares from vesting performance-based restricted stock units. Code F indicates 2,936 shares were disposed of to pay taxes by delivering securities rather than paying the tax liability in cash.