Michaels Steven A 4

What Happened

• Steven A. Michaels, President, CEO and Director of PROG Holdings (PRG), recorded multiple equity transactions on Feb 24, 2026. He was granted/allocated 64,725 restricted shares (no cash paid) and 87,111 performance shares reported at $37.08 each (total value $3,230,076). He also exercised options to acquire 41,796 shares at $20.88 per share (cash paid $872,700).
• The filing shows 30,481 shares were withheld (disposed) to cover the exercise price and tax liability (withholding value reported as $1,153,096). The form also lists an additional derivative conversion entry for 41,796 shares at $0.00; see footnotes for details.

Key Details

• Transaction date: February 24, 2026 (filed on Feb 26, 2026).
• Grants/Awards: 64,725 restricted shares @ $0.00; 87,111 performance shares @ $37.08 (total $3,230,076).
• Option exercise: 41,796 shares exercised @ $20.88 (total cash paid $872,700).
• Tax/Exercise withholding: 30,481 shares withheld @ $37.83 (value $1,153,096) to satisfy exercise price/taxes — this was withholding, not an open-market sale.
• Shares owned after transaction: Not provided in the excerpt of the filing.
• Footnotes of note:
  • Restricted award (64,725) vests in three equal installments on Mar 2, 2027–2029.
  • Performance shares (87,111) were deemed earned and are expected to vest in three equal installments on Mar 2, 2026–2028.
  • Withholding was used to pay exercise price/taxes (no shares were sold on the open market for this purpose).
  • The exercised options were originally granted Feb 26, 2016 and vested in earlier years per the grant schedule.

Context

• For retail investors: Michaels received compensation awards (restricted and performance shares) and exercised long‑dated options. The withholding of shares to cover taxes/exercise costs is a common, administrative step (a cashless-type settlement) and does not necessarily indicate a market sale or bearish view.
• These transactions largely reflect vesting/compensation mechanics and option exercises of previously granted awards—useful to note but not the same as an open-market purchase or sale driven by immediate sentiment.