Upbound Group (UPBD) EVP nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Upbound Group executive Bryan J. Pechersky, EVP, General Counsel and Corporate Secretary, reported equity compensation activity in company common stock. On February 10, 2026, he acquired 6,266 shares at $20.70 per share from the vesting of performance-based restricted stock units tied to three-year total shareholder return.

The company’s relative TSR for the period ending December 31, 2025 ranked in the 33rd percentile, causing 50% of those performance units to vest. On the same date, 2,798 shares were withheld at $20.70 per share to cover taxes on the vesting. After these transactions, Pechersky directly owned 24,464 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

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^*

Pechersky Bryan J

(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, GC and Corp Secretary

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		6,266(1)	A	$20.7	27,262(2)	D
COMMON STOCK	02/10/2026		F		2,798(3)	D	$20.7	24,464(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	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).
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FAQ

What insider transactions did UPBD EVP Bryan Pechersky report on February 10, 2026?

Bryan Pechersky reported acquiring 6,266 shares of Upbound Group common stock at $20.70 per share from vesting performance-based restricted stock units, and a separate withholding of 2,798 shares at $20.70 per share to satisfy related tax obligations.

How many UPBD shares does Bryan Pechersky own after the reported Form 4 transactions?

After the February 10, 2026 transactions, Bryan Pechersky directly beneficially owned 24,464 shares of Upbound Group common stock. This figure includes both currently held common shares and unvested restricted stock units as noted in the filing’s explanatory footnotes.

What triggered the vesting of performance-based RSUs for UPBD executive Bryan Pechersky?

The vesting was triggered by Upbound Group’s relative total shareholder return over a three-year period ending December 31, 2025. Ranking in the 33rd percentile caused 50% of the performance-based restricted stock units granted on February 24, 2023 to vest.

Why were 2,798 UPBD shares withheld in Bryan Pechersky’s Form 4 filing?

The 2,798 Upbound Group shares were withheld to cover tax liabilities arising from the vesting of performance-based restricted stock units on February 10, 2026. This is a non-open-market disposition used to satisfy withholding obligations rather than a discretionary sale.

What role does Bryan Pechersky hold at Upbound Group (UPBD)?

Bryan J. Pechersky serves as Executive Vice President, General Counsel and Corporate Secretary of Upbound Group. His reported equity transactions relate to compensation in the form of performance-based restricted stock units and associated tax-withholding share dispositions.