Pechersky Bryan J 4

What Happened

• Bryan J. Pechersky, EVP, General Counsel and Corporate Secretary of Upbound Group, Inc. (UPBD), had 6,266 shares acquired on February 10, 2026 as the result of a performance-based restricted stock unit vesting (code A), valued at $20.70 per share ($129,706 total). On the same date, 2,798 shares were disposed/withheld to satisfy tax withholding obligations (code F) at $20.70 per share (value $57,919). The award derives from PBRSUs granted February 24, 2023.

Key Details

• Transaction dates: February 10, 2026 (reported on Form 4 filed February 12, 2026 — timely filing).
• Award: 6,266 shares @ $20.70 = $129,706 (acquisition via vesting of PBRSUs).
• Tax withholding/disposition: 2,798 shares @ $20.70 = $57,919 (shares withheld to cover taxes).
• Footnote F1: Company’s relative TSR over the three‑year period ending Dec 31, 2025 ranked in the 33rd percentile, so 50% of the performance RSUs vested.
• Footnote F3: The 2,798 shares were withheld specifically to cover taxes on the vested performance-based RSUs.
• Footnote F2: Share totals include both issued common stock and unvested restricted stock units.
• Shares owned after the transaction: not specified in the provided filing.

Context

• This was a vesting of performance-based restricted stock units, not an open-market purchase or sale. The withholding of shares to pay taxes is a routine, administrative disposition (cashless tax withholding) and does not necessarily indicate a change in insider sentiment.