Karam Fahmi 4

What Happened

• Karam Fahmi, CEO of Upbound Group, received a performance-based award that resulted in the acquisition of 43,516 shares on February 10, 2026 (recorded as an "A" acquisition) at a reported price of $20.70 per share (total value $900,781).
• Simultaneously, 17,268 shares were withheld/disposed to cover tax obligations (transaction code "F") at the same notional price, representing $357,448 withheld. This was an award vesting event with tax withholding, not an open-market purchase or sale.

Key Details

• Transaction date: February 10, 2026; filing date: February 12, 2026 (appears timely).
• Price used for reporting: $20.70 per share.
• Shares acquired (vested award): 43,516 (value reported $900,781).
• Shares withheld/disposed for taxes: 17,268 (value reported $357,448).
• Shares owned after transaction: Not specified in the filing; footnote indicates reported totals include common stock and unvested restricted stock units.
• Footnotes:
  • F1: Upbound’s relative TSR for the three-year period ending Dec 31, 2025 ranked in the 33rd percentile, triggering vesting of 50% of the performance-based RSUs granted 2/24/2023.
  • F2: Reported holdings include both common stock and unvested RSUs.
  • F3: The 17,268 shares were withheld to cover taxes on the vested performance-based RSUs.
• Transaction codes: A = award/acquisition; F = tax withholding (net settlement).

Context

• This was a performance-based restricted stock unit vesting event (not a market buy or sale). The vesting was partial—50%—due to relative TSR performance, per the filing.
• The withholding of shares to cover taxes is a routine, cashless method for satisfying tax withholding and reduces the net shares delivered to the insider; it should not be read as an opportunistic sale in the open market.