Karam Fahmi 4

What Happened
Karam Fahmi, CEO of UPBOUND Group, had 1,211 shares withheld to cover tax withholding related to time‑based restricted stock units (RSUs) that vested on February 26, 2026. The withholding was reported at a per‑share value of $21.54, totaling $26,085. This was a tax withholding (code F), not an open‑market sale or a purchase.

Key Details

• Transaction date: 2026-02-26; Filing date: 2026-02-27 (filed the day after the transaction; appears timely).
• Shares withheld: 1,211 at $21.54 per share = $26,085.
• Reason: Shares withheld to cover taxes on time‑based RSUs that vested upon completion of two years’ continuous employment from grant date (Feb 26, 2024). (Footnote F1)
• Ownership after transaction: not specified in the provided filing; footnote F2 notes reported holdings include both common stock and unvested RSUs.
• Transaction code: F — tax withholding (net share settlement).

Context
Share withholding to satisfy tax withholding on vested awards is a routine administrative action and does not represent a discretionary sale by the insider. It typically does not signal the insider’s view on the company’s stock price because the shares are retained by the company or broker to cover taxes rather than being sold in the open market.