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~~November 226, 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 Drive

Draper,

Utah

84020-2315

(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 Symbol

Name of each exchange on which registered

Common Stock, $0.50 Par Value

PRG

New 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 18.01. ~~ENTRY~~ OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~EVENTS

On ~~October~~November 206, 2025, ~~Vive Financial LLC (~~the ~~"Seller"),~~Board aof ~~wholly-owned~~Directors ~~subsidiary~~ of ~~PROG Holdings, Inc. (~~the "Company") ~~entered~~declared ~~into~~ a ~~Sale~~quarterly ~~and~~cash ~~Purchase~~dividend ~~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~~0.13 ~~million~~per inshare ~~receivables~~of ~~related~~common ~~to credit card accounts and retail loan accounts (collectively, the "Portfolio") and the Seller received approximately $150 million in cash~~stock. The ~~Company~~dividend iswill ~~party~~be topayable ~~the~~on ~~Purchase~~December ~~Agreement~~2, ~~solely~~2025 to ~~provide~~shareholders aof ~~guarantee~~record as of ~~the~~November ~~Seller’s~~18, ~~obligations thereunder~~2025.

~~The~~A ~~Purchase~~copy ~~Agreement~~of ~~contains~~the ~~customary~~press ~~representations,~~release ~~warranties~~announcing ~~and~~the ~~covenants~~dividend ~~for~~is aattached ~~transaction~~hereto ~~of this nature,~~ as ~~well~~Exhibit ~~as customary indemnification provisions, subject to certain deductibles and caps~~99.1 ~~The Purchase Agreement also contains a non-competition provision, pursuant to which the Seller~~ and ~~its~~is ~~affiliates~~incorporated ~~are~~herein ~~prohibited~~by 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 datereference.

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 Portfolio, a copy of which is furnished as Exhibit 99.3 and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.3 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.			Description
99.1			Press ~~release~~Release, dated ~~October~~November 226, 2025.
99.2			PROG Holdings, Inc. Earnings Supplement Presentation, dated October 22, 2025.
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
99.3			Press release, dated October 22, 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~~Todd ~~Garner~~King
Date:	~~October~~November 226, 2025		~~Brian~~Todd ~~GarnerChief~~KingChief ~~Financial~~Legal and Compliance Officer

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