UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

FORM 8-K

__________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

~~November 17~~February 19, ~~2025~~2026

___________________________________________________

UPBOUND GROUP, INC.

(Exact name of registrant as specified in charter)

___________________________________________________

Delaware

001-38047

45-0491516

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

5501 Headquarters Drive

Plano, Texas 75024

(Address of principal executive offices and zip code)

(972) 801-1100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 Par Value			UPBD			The Nasdaq ~~Global~~Stock ~~Select~~ Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 5 2.0402 ~~Temporary~~Results ~~Suspension~~ of ~~Trading~~Operations ~~under~~and ~~Registrant’s~~Financial ~~Employee Benefit Plans~~Condition.

On ~~November 17~~February 19, ~~2025~~2026, Upbound Group, Inc. ~~(the~~issued ~~“Company”) received notice of and sent~~ a ~~notice~~press ~~(the~~release ~~“Blackout~~announcing ~~Notice”) to~~ its ~~directors~~financial ~~and~~results ~~executive~~for ~~officers regarding an upcoming blackout period (~~the ~~“Blackout~~quarter ~~Period”)~~and ~~that~~fiscal ~~will~~year beended ~~imposed~~December in31, ~~order~~2025. toCopies ~~effect the transition~~ of the ~~assets,~~press ~~recordkeeping,~~release and ~~administration~~earnings ofrelease ~~the~~are ~~Upbound~~attached ~~401(k)~~hereto ~~Retirement~~as ~~Savings~~Exhibits ~~Plan~~99.1 ~~(the~~and ~~“Plan”) from JPMorgan/Empower to Fidelity Investments~~99.2, ~~During the Blackout Period~~respectively, ~~participants~~ and ~~beneficiaries~~are inincorporated ~~the~~herein ~~Plan~~by ~~will~~reference. beThe ~~prevented~~information ~~from~~contained ~~effecting certain transactions~~ in ~~the~~this ~~Plan~~paragraph, ~~including~~as ~~transactions~~well inas ~~the~~Exhibits ~~Upbound Group, Inc~~99.1 ~~stock fund. The Blackout Notice informed the Company’s directors~~ and ~~executive officers that during the Blackout Period they will be subject to certain trading restrictions with respect to the Company’s common stock, par value $~~99.012 ~~per~~referenced ~~share (including derivative securities such as stock options)~~herein, ~~acquired~~shall innot ~~connection~~be ~~with~~deemed ~~their~~“filed” ~~services~~for aspurposes ~~a director or an executive officer~~ of ~~the Company. This notice was required pursuant to~~ Section ~~306~~18 of the ~~Sarbanes-Oxley Act of 2002 and Rule 104 of the~~ Securities ~~and~~ Exchange ~~Commission’s~~Act ~~Regulation~~of ~~BTR~~1934, ~~which~~nor ~~prohibit~~shall ~~trading~~it inbe ~~Company~~deemed ~~securities~~incorporated by ~~directors~~reference ~~and~~in ~~executive~~any ~~officers~~filing ~~during~~under ~~certain blackout periods relating to~~ the ~~Plan.~~Securities ~~The~~Act ~~Blackout Period is expected to begin on December 24, 2025 at 4:00 p.m. Eastern time and is expected to end during the week~~ of ~~January 25, 2026~~1933. ~~A copy of the Blackout Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~During~~Item 7.01 ~~the~~Regulation ~~Blackout~~FD Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual beginning and ending dates of the Blackout Period, by contacting the Company’s Benefits Department at 5501 Headquarters Drive, Plano, Texas 75024 or at (866) 331-2769, to which all inquiries regarding the Blackout Period should be directedDisclosure.

On February 19, 2026, Upbound Group, Inc. issued an investor presentation announcing its financial results for the quarter and fiscal year ended December 31, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.3 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.3 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

(d) The following exhibits are being filed herewith.


Exhibit No.						Description
99.1						Press release, dated February 19, 2026
99.2						Earnings release, dated February 19, 2026
99.3						Investor Presentation, dated February 19, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.						Description
99.1						Notice of blackout period dated November 17, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UPBOUND GROUP, INC.

Date:

~~November~~February 2119, ~~2025~~2026

By:

/s/ ~~Bryan~~Hal ~~Pechersky~~Khouri

Bryan Pechersky

Hal Khouri

EVP, General Counsel and Corporate Secretary

EVP, Chief Financial Officer

Filing Compare · UPBOUND GROUP, INC.