PRG

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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): February 18, 2026

PROG HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

Georgia 1-39628 85-2484385

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

256 W. Data DriveDraper,Utah84020-2315 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (385) 351-1369 Not Applicable (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 (see General Instruction A.2. below): ☐    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 SymbolName of each exchange on which registered Common Stock, $0.50 Par ValuePRGNew York Stock Exchange

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 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 18, 2026, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the fourth quarter and fiscal year ended December 31, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 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:

Exhibit No. Description

99.1 Press release, dated February 18, 2026.

99.2 PROG Holdings, Inc. Earnings Supplement Presentation, dated February 18, 2026.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

PROG Holdings, Inc.

By: /s/ Brian Garner

Date: February 18, 2026 Brian Garner Chief Financial Officer

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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): October 22, 2025

PROG HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

Georgia 1-39628 85-2484385

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

256 W. Data DriveDraper,Utah84020-2315 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (385) 351-1369 Not Applicable (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 (see General Instruction A.2. below): ☐    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 SymbolName of each exchange on which registered Common Stock, $0.50 Par ValuePRGNew York Stock Exchange

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 20, 2025, Vive Financial LLC (the "Seller"), a wholly-owned subsidiary of PROG Holdings, Inc. (the "Company") entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Fortiva Funding LLC (the "Purchaser"), a wholly-owned subsidiary of Atlanticus Holdings Corporation ("Atlanticus") and the Company, pursuant to which the Purchaser acquired approximately $165 million in receivables related to credit card accounts and retail loan accounts (collectively, the "Portfolio") and the Seller received approximately $150 million in cash. The Company is party to the Purchase Agreement solely to provide a guarantee of the Seller’s obligations thereunder. The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this nature, as well as customary indemnification provisions, subject to certain deductibles and caps. The Purchase Agreement also contains a non-competition provision, pursuant to which the Seller and its affiliates are prohibited from, directly or indirectly, or through any business combination, engaging in the origination, marketing or servicing of open-end credit card products substantially similar to the Portfolio, subject to certain carveouts, for a period of three years following the closing date. The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In connection with the execution of the Purchase Agreement, the Seller and Atlanticus Services Corporation, a wholly-owned subsidiary of Atlanticus, entered into a transition services agreement (the "Transition Services Agreement"), pursuant to which the Seller has agreed to provide customary transition services, including receivables processing, collection and administration, for the benefit of the Purchaser for a limited period following the closing of the transaction.

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2025, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 30, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 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 7.01. OTHER EVENTS

On October 22, 2025, the Company issued a press release announcing the sale of the

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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): July 23, 2025

PROG HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

Georgia 1-39628 85-2484385

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

256 W. Data DriveDraper,Utah84020-2315 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (385) 351-1369 Not Applicable (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 (see General Instruction A.2. below): ☐    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 SymbolName of each exchange on which registered Common Stock, $0.50 Par ValuePRGNew York Stock Exchange

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 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 23, 2025, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the second quarter ended June 30, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 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:

Exhibit No. Description

99.1 Press release, dated July 23, 2025.

99.2 PROG Holdings, Inc. Earnings Supplement Presentation, dated July 23, 2025.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

PROG Holdings, Inc.

By: /s/ Brian Garner

Date: July 23, 2025 Brian Garner Chief Financial Officer