Upbound CEO granted shares, withholds for taxes

Upbound Group, Inc. Chief Executive Officer and director Karam Fahmi reported equity compensation activity in company common stock.

Rhea-AI Filing Summary

Upbound Group, Inc. Chief Executive Officer and director Karam Fahmi reported equity compensation activity in company common stock. On February 10, 2026, he acquired 43,516 shares at $20.70 per share through a grant tied to performance-based restricted stock units. These units vested at 50% after the company’s relative total shareholder return ranked in the 33rd percentile over a three-year period ending December 31, 2025. On the same date, 17,268 shares were withheld at $20.70 per share to cover taxes owed on the vesting. Following these transactions, Fahmi directly beneficially owned 178,580 shares, including common stock and unvested restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Karam Fahmi

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	COMMON STOCK	43,516	$20.70	$901K
Exercise Price or Tax Liability	COMMON STOCK	17,268	$20.70	$357K

Holdings After Transaction: COMMON STOCK — 178,580 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Includes shares of common stock and unvested restricted stock units.
3. F3. Number of shares withheld to cover taxes with respect to performance-based restricted stock units which vested on February 10, 2026.

FAQ

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

Karam Fahmi reported a grant of 43,516 shares of Upbound Group common stock at $20.70 per share, tied to performance-based restricted stock units, and a withholding of 17,268 shares at the same price to cover related tax obligations on the vested award.

How many UPBD shares does CEO Karam Fahmi own after the reported transactions?

After the reported grant and tax withholding, Karam Fahmi directly beneficially owned 178,580 shares of Upbound Group common stock. This figure includes both currently held shares and unvested restricted stock units that remain subject to vesting conditions under the company’s equity compensation arrangements.

What performance results caused the UPBD performance-based RSUs to vest for the CEO?

The performance-based restricted stock units vested because Upbound Group’s relative total shareholder return ranked in the 33rd percentile over the three-year period ending December 31, 2025, which triggered vesting of 50% of the award granted to Karam Fahmi on February 24, 2023.

Were the UPBD shares disposed of by the CEO an open market sale?

The 17,268 Upbound Group shares were not an open market sale; they were withheld by the company to satisfy tax liabilities arising from the vesting of performance-based restricted stock units, as indicated by transaction code F on the Form 4.

What does transaction code A mean on the UPBD Form 4 for Karam Fahmi?

Transaction code A on the Upbound Group Form 4 represents a grant, award, or other acquisition of securities. For Karam Fahmi, it reflects the receipt of 43,516 shares tied to performance-based restricted stock units that vested based on the company’s relative total shareholder return performance.

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Accepted by SEC EDGAR 02/12/2026 - 04:38 PM Learn about SEC filing dates

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)
02/10/2026

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		43,516(1)	A	$20.7	195,848(2)	D
COMMON STOCK	02/10/2026		F		17,268(3)	D	$20.7	178,580(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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