[Form 4] Upbound Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Pegasystems Inc. (PEGA) has filed a Form 144 indicating an intended insider sale of 4,000 common shares through Morgan Stanley Smith Barney on or about 01 July 2025. The estimated aggregate market value of the planned sale is $216,520, implying an indicative share price of roughly $54.13. The sale represents an immaterial 0.0047 % of the company’s 85.1 million shares outstanding.

The filer is Kenneth Stillwell (and related entities), a senior executive of Pegasystems. Over the past three months, the same insider (or related accounts) has already completed three sales totaling 21,713 shares for combined gross proceeds of about $1.96 million (17,713 shares on 25 Apr 2025; 2,000 shares each on 01 May 2025 and 02 Jun 2025). The filing states the shares to be sold were acquired on 01 Mar 2024 as restricted stock units.

Because a Form 144 is only a notice of proposed sale, the transaction may be executed under an existing Rule 10b5-1 trading plan. While the share count is negligible relative to float, consecutive insider disposals by a key executive can be interpreted as a modest negative sentiment signal. There is no indication of new financing, dilution, or operational changes within this filing.

Positive

• Sale volume is only 0.0047 % of total shares outstanding, indicating negligible dilution or market impact.
• Use of a Rule 10b5-1 trading plan suggests the transaction is pre-scheduled, mitigating concerns about opportunistic insider trading.

Negative

• Continued insider selling by a senior executive (total ~21,713 shares in three months) may be perceived as a negative sentiment signal.
• Aggregate gross proceeds of ~$1.96 million over recent months could raise questions about management’s confidence in near-term share performance.

Insights

Securities Analyst

TL;DR: Repeat insider sales by PEGA's CFO are modestly bearish but quantitatively immaterial to float or liquidity.

The Form 144 shows Kenneth Stillwell plans to sell 4,000 shares (~$216k). When added to prior Q2-Q3 sales, his disposals reach ~22 k shares, or roughly 0.03 % of shares outstanding. Although the cumulative dollar amount (~$2 m) is minor for a company of Pegasystems’ size, ongoing insider selling—especially by the CFO—can cool investor sentiment, hinting at limited near-term upside in management’s view. From a liquidity perspective, NASDAQ can easily absorb the volume, so price impact should be negligible. The key takeaway is signaling rather than fundamentals.

Corporate Governance Expert

TL;DR: Filing appears routine 10b5-1 execution; governance risk low, disclosure adequate, impact neutral.

The notice references prior 10b5-1 plan sales, demonstrating compliance with SEC safe-harbor procedures. Disclosure of acquisition source (RSUs) and aggregate market value meets regulatory standards. No red flags such as undisclosed material information or concentrated ownership shifts are evident. While optics of repeated sales may unsettle some shareholders, the structured plan reduces concerns about opportunistic trading. Hence, corporate-governance implications are neutral.

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^*

MARINO GLENN P

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Director Deferred Stock Unit	(1)	07/01/2025		A		1,295		(1)	(1)	COMMON STOCK	1,295	$25.1	47,065	D

Explanation of Responses:

1. Each Director Deferred Stock Unit represents the right to receive one share of the common stock, $.01 par value per share, of the issuer ("Common Stock"). The Director Deferred Stock Units are fully vested and non-forfeitable. The Common Stock will be issued to the reporting person upon the termination of their service as a member of the issuer's board of directors.

Remarks:

	/s/ Bryan Pechersky, attorney-in-fact	07/01/2025
	** 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

How many Pegasystems (PEGA) shares are proposed for sale in this Form 144?

4,000 common shares are listed for potential sale.

What is the estimated market value of the planned insider sale?

The filing quotes an aggregate market value of $216,520 for the 4,000 shares.

Who is the insider selling Pegasystems shares?

The sales are attributed to Kenneth Stillwell, a senior executive of Pegasystems.

When is the approximate sale date for the 4,000 shares?

The filing lists an approximate sale date of 01 July 2025.

How many shares has this insider sold in the past three months?

Including past Form 144 data, 21,713 shares have been sold since April 2025.

What percentage of Pegasystems’ outstanding shares does the proposed sale represent?

Only about 0.0047 % of the company’s 85.1 million shares outstanding.