Form 8-K

8-K — PROG Holdings, Inc.

Accession: 0001628280-26-067737

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001808834

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — prg-20261028.htm (Primary)

EX-99.1 (a2026q3ex991earningsrelease.htm)

EX-99.2 (a2026q3ex992asrprogramands.htm)

EX-99.3 — EX-99.3 Q3 2026 EARNINGS SUPPLEMENT PRESENTATION (ex-993q32026earningssupp.htm)

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8-K

8-K (Primary)

Filename: prg-20261028.htm · Sequence: 1

prg-20261028

false000180883400018088342026-10-282026-10-28

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 28, 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 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 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 28, 2026, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 30, 2026. 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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01.     OTHER EVENTS

On October 28, 2026, the Company announced its intention to enter into an accelerated share repurchase program (the “Intended ASR Program”) to repurchase an aggregate of $100 million of its outstanding common stock, par value $0.50 per share (“Common Stock”).

In connection with the Intended ASR Program, the Company’s Board of Directors authorized and approved an additional $237.3 million under its existing share repurchase program, pursuant to which the Company may purchase shares of its Common Stock, bringing the total amount available for future repurchases to $500 million (the “Reauthorized Share Repurchase Program”). The term of the Company’s Reauthorized Share Repurchase Program was also extended through the earlier of October 26, 2029 and the date on which the Company has repurchased shares of Common Stock for an aggregate purchase price of $500 million.

Repurchases of Common Stock under the Reauthorized Share Repurchase Program may be made from time to time using a variety of methods, which may include open market purchases, tender offers, purchases effected through 10b5-1 trading plans, accelerated share repurchase programs, or other transactions. The number of shares of Common Stock, if any, that are purchased under the Reauthorized Share Repurchase Program and the timing of any such purchases will be determined based on market conditions and other factors, and the program may be suspended or discontinued at any time by the Company’s Board of Directors.

A copy of the Company’s press release announcing the Intended ASR Program and Reauthorized Share Repurchase Program is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking Statements

This Item 8.01 of this Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such forward-looking statements include, without limitation, statements regarding the Intended ASR Program and the Reauthorized Share Repurchase Program, including the Company’s intention to enter into the Intended ASR Program and the expected size and timing thereof; the term of the Reauthorized Share Repurchase Program; and the methods that may be used to repurchase shares of Common Stock and the number of shares repurchased and the timing of any such repurchases. The Company has based these forward-looking statements on current expectations and assumptions regarding the Intended ASR Program and the Reauthorized Share Repurchase Program, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that the Company does not enter into the Intended ASR Program on the anticipated terms or timing, or at all; the possibility that the Company’s Board of Directors may modify, suspend or discontinue the Reauthorized Share Repurchase Program at any time; developments or changes in economic, market or business conditions; the availability of cash and the Company’s capital needs and alternative uses of capital, including alternative investment opportunities; and the risks and uncertainties listed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date made. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits:

Exhibit No.

Description

99.1

Press Release Regarding Third Quarter Financial Results, dated October 28, 2026

99.2

Press Release Regarding Intended ASR Program and Reauthorized Share Repurchase Program, dated October 28, 2026

99.3

PROG Holdings, Inc. Earnings Supplement Presentation, dated October 28, 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:

October 28, 2026

Brian Garner

Chief Financial Officer

EX-99.1

EX-99.1

Filename: a2026q3ex991earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

PROG Holdings Reports Third Quarter 2026 Results

•Consolidated revenues from continuing operations of $725.8 million, up 25.6%; Net earnings from continuing operations of $37.5 million

•Adjusted EBITDA from continuing operations of $80.0 million, up 21.8%

•Diluted EPS from continuing operations of $0.92; Non-GAAP Diluted EPS from continuing operations of $1.06, up 21.8%

•Consolidated GMV of $912.0 million, up 58.9%

•Net leverage ratio ended the quarter at 1.5x

•Company announces intention to enter into $100 million accelerated share repurchase program during the fourth quarter, Board replenishes and extends current share repurchase program

SALT LAKE CITY, October 28, 2026 - PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Four Technologies, MoneyApp and Purchasing Power, today announced financial results for the third quarter ended September 30, 2026, which includes the results of Purchasing Power since January 2, 2026, the date the Company acquired Purchasing Power.

"Our third-quarter results reflect the strength and resilience of our diversified platform and the discipline with which we run it, with consolidated GMV growth of 59% and continued profitability even against a more pressured consumer backdrop," said Steve Michaels, PROG Holdings’ Chairman, President and Chief Executive Officer. "We are taking a more cautious view of the consumer as we close out the year, but the fundamentals of our business remain strong, and our strategic progress is clear. Our growth engine is working, and we are improving portfolio metrics with our active management in the face of macro pressures. Every part of our ecosystem is contributing, with Four delivering profitable, triple-digit growth and Purchasing Power performing as expected as it enters its most important quarter of the year. Together with a healthy balance sheet, we believe this will continue to give us the flexibility to invest in the business while returning meaningful capital to shareholders. We continued repurchasing shares throughout the third quarter and we are announcing today our intention to enter into an accelerated share repurchase program, which reflects our deep conviction in the long-term value we are building. This keeps us on track to deliver against the multi-year growth targets we laid out at our Investor Day in March."

Consolidated Results

Consolidated revenues for the third quarter of 2026 were $725.8 million, an increase of 25.6% from the same period in 2025.

Consolidated net earnings from continuing operations for the quarter were $37.5 million, compared with $32.3 million in the prior year period. The effective income tax rate was 28.4% in the third quarter of 2026, compared to 27.8% in the same period in the prior year. Adjusted EBITDA from continuing operations for the quarter was $80.0 million, or 11.0% of revenues, compared with $65.7 million, or 11.4% of revenues for the same period in 2025.

Diluted earnings per share from continuing operations for the third quarter of 2026 were $0.92, compared with $0.80 in the year ago period. On a non-GAAP basis, diluted earnings per share from continuing operations were up 21.8% at $1.06 in the third quarter of 2026, compared with $0.87 for the same period in 2025.

Progressive Leasing Results

Progressive Leasing's third quarter GMV of $420.4 million was up 2.3% compared to the same period in 2025. Revenues were $552.7 million, down 0.7% from the prior year. The provision for lease merchandise write-offs for the quarter was 8.3% of leasing revenues. Earnings before taxes for the third quarter of 2026 were $40.8 million, down 12.7% from the third quarter of 2025. Adjusted EBITDA was $56.5 million, down 12.3% from the third quarter of 2025.

Four Results

Four's GMV for the third quarter of 2026 was $330.4 million, an increase of 102.6% compared to the same period in the prior year. Revenues were $37.2 million, up 113.8% from the year ago period. Four's earnings before taxes for the third quarter of 2026 were $10.0 million, up 683.6% from the third quarter of 2025. Adjusted EBITDA was $11.4 million, up 323.3% from the third quarter of 2025.

Purchasing Power Results

The Company acquired Purchasing Power on January 2, 2026. Purchasing Power's GMV, which is defined as the total value of merchandise and services purchased and delivered to customers through its platform, was $161.2 million, up 12.3% from the third quarter of 2025 on a standalone basis.

Revenues were $131.8 million in the third quarter of 2026. Earnings before taxes were $3.0 million and adjusted EBITDA was $12.9 million for the third quarter of 2026.

Liquidity and Capital Allocation

PROG Holdings ended the third quarter of 2026 with cash of $108.9 million and gross debt of $872.0 million. Since the acquisition of Purchasing Power, the Company has reduced its total debt by $326.6 million. The Company repurchased $36.7 million of its stock in the quarter at an average price of $41.47 per share. In connection with the Company’s intention to enter into an accelerated share repurchase ("ASR") program announced today, the Company’s Board of Directors replenished its current share repurchase program, adding an additional $237.3 million to bring the total amount available for future repurchases to $500.0 million. The term of the Company’s share repurchase program, which was set to expire on February 21, 2027, was also extended through October 26, 2029. Additionally, the Company paid a quarterly cash dividend of $0.14 per share.

2026 Outlook

Given the ongoing macroeconomic pressures on many of our consumers, the Company is reducing its revenues and earnings outlook ranges for the Fiscal Year ending December 31, 2026 as well as providing outlook for the fourth quarter of 2026. This outlook assumes an operating environment for the remainder of the year that is consistent with current conditions including the current financial pressures and uncertainties for our customers, no material changes in the Company's decisioning posture, no meaningful increase in unemployment rates for our consumer base, and an effective tax rate for non-GAAP EPS of approximately 26%. This outlook also assumes we enter into the ASR program during the fourth quarter of 2026 to repurchase $100.0 million of our common stock, with our non-GAAP EPS outlook reflecting only the initial delivery of approximately 80% of the shares to be repurchased, and excluding the remaining shares, if any, delivered at final settlement. However, there can be no assurance that we will enter into the ASR program as anticipated or at all.

Revised 2026 outlook

Previous 2026 outlook

(In thousands, except per share amounts) Low High

Low

High

PROG Holdings - Total revenues from continuing operations

$ 3,015,000  $ 3,050,000  $ 3,025,000  $ 3,100,000

PROG Holdings - Net earnings from continuing operations

152,000  158,500  155,000  164,500

PROG Holdings - Adjusted EBITDA from continuing operations

345,000  355,000  355,000  375,000

PROG Holdings - Diluted EPS from continuing operations

3.78  3.93  3.82  4.06

PROG Holdings - Diluted non-GAAP EPS from continuing operations

4.70  4.85  4.75  5.00

Progressive Leasing - Total revenues

2,252,500  2,260,000  2,247,500  2,285,000

Progressive Leasing - Earnings before taxes

178,500  179,000  188,500  193,000

Progressive Leasing - Adjusted EBITDA 261,500  264,000  272,500  279,500

Purchasing Power - Total revenues

605,000  615,000  620,000  640,000

Purchasing Power - Earnings before taxes

14,000  18,500  17,000  21,500

Purchasing Power - Adjusted EBITDA

51,000  55,500  54,000  60,000

Four - Total revenues

145,000  157,000  145,000  157,000

Four - Earnings before taxes

28,000  30,000  22,000  25,000

Four - Adjusted EBITDA

35,000  37,500  30,000  34,000

Other - Total revenues

12,500  18,000  12,500  18,000

Other - Loss before taxes

(13,500) (13,000) (13,500) (10,500)

Other - Adjusted EBITDA (2,500) (2,000) (1,500) 1,500

Three months ended

December 31, 2026 outlook

(In thousands, except per share amounts) Low High

PROG Holdings - Total revenues from continuing operations

$ 827,000 $ 862,000

PROG Holdings - Net earnings from continuing operations

40,000 45,500

PROG Holdings - Adjusted EBITDA from continuing operations

86,000 96,000

PROG Holdings - Diluted EPS from continuing operations

1.04 1.16

PROG Holdings - Diluted non-GAAP EPS from continuing operations

1.20 1.32

Conference Call and Webcast

The Company has scheduled a live webcast and conference call for Wednesday, October 28, 2026, at 8:30 A.M. ET to discuss its financial results for the third quarter of 2026. To access the live webcast, visit the Events and Presentations page of the Company’s Investor Relations website, https://investor.progholdings.com/.

About PROG Holdings, Inc.

PROG Holdings, Inc. (NYSE:PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides inclusive, transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions; Purchasing Power, a voluntary employee benefit program provider, allowing employees to purchase brand-name products and services through either automatic payroll deductions or allotments; Four Technologies, a provider of Buy Now, Pay Later payment options through its platform, Four; and MoneyApp, a mobile application that offers customers interest-free cash advances. More information on PROG Holdings and its companies can be found at https://investor.progholdings.com/.

Forward-Looking Statements:

Statements, estimates and projections in this press release regarding our business that are not historical facts are "forward-looking statements" that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements generally can be identified by the use of forward-looking terminology, such as "continued," "targeted," and "outlook," and similar forward-looking terminology. These risks and uncertainties include (i) continued volatility and challenges in the macroeconomic environment, including due to the war in Iran and related geopolitical disruptions and increases in fuel and other prices, and their impact on: (a) consumer confidence and customer demand for the merchandise that our retail partners and Purchasing Power sell, in particular consumer durables, such as home appliances, electronics and furniture; (b) our customers’ disposable income and their ability to make the lease and loan payments they owe the Company; and (c) our overall financial performance and outlook; (ii) the impact of the uncertain macroeconomic environment on our proprietary algorithms and decisioning tools that we use to approve customers such that they are no longer indicative of our customers’ ability to perform, which in turn may limit the ability of our businesses to manage risk, avoid lease and loan charge-offs and may result in insufficient reserves to cover actual losses; (iii) a large percentage of Progressive Leasing's revenue being concentrated with several key retail partners, and the loss of any of these retail partner relationships materially and adversely affecting several aspects of our performance; (iv) Progressive Leasing being unable to attract additional retail partners and retain and grow its relationships with its existing retail partners, and/or Purchasing Power being unable to attract additional employer-clients and retain and grow its relationships with its existing clients, resulting in several aspects of our performance being materially and adversely affected; (v) our businesses being unable to attract new consumers and retain and grow their relationships with their existing customers materially and adversely affecting several aspects of our performance; (vi) Four’s and Purchasing Power's business models differing significantly from Progressive Leasing’s lease-to-own business, which

means these businesses have different risk profiles; (vii) our efforts to modernize and enhance certain enterprise-wide information management systems and technologies adversely impacting our businesses and operations; (viii) the inability of our businesses to successfully operate in highly and increasingly competitive industries materially and adversely affecting several aspects of our performance; (ix) our business, results of operations, financial condition, and prospects being materially and adversely affected due to our businesses failing to maintain a consistently high level of consumer satisfaction and trust in their brands; (x) our businesses being subject to extensive federal, state and local laws and regulations, including certain laws and regulations unique to the industries in which our businesses operate, that may subject them to government investigations and significant monetary penalties, remediation expenses and compliance-related burdens that may result in them changing the manner in which they operate, which may be materially adverse to several aspects of our performance; (xi) our performance being materially and adversely affected due to the transactions offered to consumers by our businesses being negatively characterized by federal, state and local government officials, consumer advocacy groups and the media; (xii) our inability to protect confidential, proprietary, or sensitive information, including the confidential information of our customers, being adversely affected by cyber-attacks or similar disruptions, which may result in significant costs, litigation and reputational damage or otherwise have a material adverse impact on several aspects of our performance; (xiii) any significant disruption in our vendors' information technology systems, or disruptions in the information our businesses rely on in their lease and loan decisioning, materially and adversely affecting several aspects of our performance; (xiv) our capital allocation strategy and financial policies; (xv) the possibility that the Company does not enter into the ASR program as anticipated or at all; and (xvi) the other risks and uncertainties discussed under "Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. Statements, estimates and projections in this press release that are "forward-looking" include without limitation statements, estimates and projections about: (i) the strength of our balance sheet; (ii) our net leverage ratio; and (iii) our revised full year 2026 outlook and the guidance we provide for the fourth quarter of 2026, including as it relates to our intention to enter into the ASR program. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this press release.

Investor Contact

John A. Baugh, CFA

Vice President, Investor Relations

john.baugh@progholdings.com

PROG Holdings, Inc.

Consolidated Statement of Earnings

(In thousands, except per share data)

(Unaudited)

Three months ended (Unaudited)

Nine months ended

September 30, September 30,

2026 2025 2026 2025

Revenues

Lease revenues and fees $ 552,266  $ 556,583  $ 1,698,960  $ 1,777,814

Product and service revenues 128,941  —  363,854  —

Other revenue 44,572  21,123  125,354  56,823

725,779  577,706  2,188,168  1,834,637

Costs and expenses

Depreciation of lease merchandise 376,821  378,499  1,150,142  1,224,049

Cost of product sales 75,826  —  214,034  —

Provision for lease merchandise write-offs 45,977  41,037  136,127  131,688

Operating expenses 135,007  95,588  428,624  287,121

Provision for credit losses 30,526  9,991  85,360  23,535

664,157  525,115  2,014,287  1,666,393

Gain on sale of lease receivables 2,881  —  14,039  —

Gain on change in fair value of receivables

1,478  —  9,000  —

Operating profit 65,981  52,591  196,920  168,244

Interest expense (14,172) (9,790) (47,778) (29,547)

Interest income 501  1,899  1,538  4,417

Earnings from continuing operations before income tax expense 52,310  44,700  150,680  143,114

Income tax expense 14,832  12,433  39,606  38,676

Net earnings from continuing operations 37,478  32,267  111,074  104,438

(Loss) earnings from discontinued operations, net of tax (236) 854  (749) 1,884

Net earnings $ 37,242  $ 33,121  $ 110,325  $ 106,322

Basic earnings per share

Continuing operations $ 0.95  $ 0.81  $ 2.78  $ 2.60

Discontinued operations (0.01) 0.02  (0.02) 0.05

Total basic earnings per share $ 0.94  $ 0.83  $ 2.76  $ 2.65

Diluted earnings per share

Continuing operations $ 0.92  $ 0.80  $ 2.73  $ 2.55

Discontinued operations (0.01) 0.02  (0.02) 0.05

Total diluted earnings per share $ 0.91  $ 0.82  $ 2.71  $ 2.60

Cash dividend declared per share

Common stock $ 0.14  $ 0.13  $ 0.42  $ 0.39

Weighted average shares outstanding

Basic 39,627  39,700  39,900  40,220

Diluted

40,550  40,481  40,697  40,960

PROG Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

September 30,

2026 December 31,

2025

Assets

Cash and cash equivalents $ 108,917  $ 308,774

Restricted cash1

9,663  —

Receivables (net of allowances and unearned interest income of $113,841 in 2026 and $68,806 in 2025; includes $39,633 recorded at fair value in 2026)1

374,630  74,228

Other receivables (net of allowances and unearned interest income of $9,098 in 2026 and $0 in 2025; includes $3,494 recorded at fair value in 2026)1

40,415  —

Lease merchandise (net of accumulated depreciation and allowances of $442,115 in 2026 and $407,104 in 2025)

511,293  609,009

Loans receivable (net of allowances and unamortized fees of $20,701 in 2026 and $18,246 in 2025)

74,383  90,648

Property and equipment, net

26,482  19,526

Goodwill and other intangibles, net 755,308  353,835

Income tax receivable 22,791  47,894

Deferred income tax assets 18,423  19,561

Prepaid expenses and other assets 104,812  73,383

Assets of discontinued operations 8,483  13,550

Total assets $ 2,055,600  $ 1,610,408

Liabilities and shareholders' equity

Accounts payable and accrued expenses $ 159,727  $ 96,471

Debt, net1

865,841  594,861

Deferred income tax liabilities 167,562  121,152

Other liabilities 52,410  44,676

Liabilities of discontinued operations 2,063  6,831

Total liabilities

1,247,603  863,991

Shareholders' equity

Common stock, par value $0.50 per share: authorized: 225,000,000 shares at September 30, 2026 and December 31, 2025; shares issued: 82,078,654 at September 30, 2026 and December 31, 2025

41,039  41,039

Additional paid-in capital 363,836  363,583

Retained earnings 1,687,514  1,594,685

2,092,389  1,999,307

Less: treasury shares at cost

Common stock: 43,081,978 shares at September 30, 2026 and 42,502,844 at December 31, 2025

(1,284,392) (1,252,890)

Total shareholders' equity

807,997  746,417

Total liabilities and shareholders' equity

$ 2,055,600  $ 1,610,408

1 As of September 30, 2026, consolidated VIE assets included $356.7 million of receivables and $8.1 million of restricted cash that can only be used to settle their obligations, and consolidated VIE liabilities included $272.0 million of debt for which creditors have no recourse to the Company. See Note 1.

PROG Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Nine months ended September 30,

2026 2025

Operating activities

Net earnings $ 110,325  $ 106,322

Adjustments to reconcile net earnings to cash provided by operating activities:

Depreciation of lease merchandise 1,150,142  1,224,049

Other depreciation and amortization 35,522  18,253

Provisions for accounts receivable and credit losses

338,270  305,613

Stock-based compensation 24,963  21,633

Gain on change in fair value of receivables

(9,000) —

Deferred income taxes 28,560  33,417

Gain on sale of receivables (14,525) —

Non-cash lease expense (1,698) (2,280)

Other changes, net 1,055  (2,450)

Changes in operating assets and liabilities, net of effects of the acquisition:

Additions to lease merchandise (1,231,076) (1,180,200)

Book value of lease merchandise sold or disposed 178,650  135,240

Accounts receivable (214,787) (236,707)

Prepaid expenses and other assets (3,318) 8,742

Income tax receivable and payable 25,763  (40,460)

Accounts payable and accrued expenses (28,622) 6,275

Customer deposits and advance payments (4,073) (7,582)

Cash provided by operating activities 386,151  389,865

Investing activities

Funding of loans receivable (916,128) (596,455)

Collections from loans receivable 896,871  534,863

Funding of other receivables (68,810) —

Collections from other receivables 60,283  —

Purchases of property and equipment (13,013) (7,449)

Proceeds from sale of property and equipment 415  —

Acquisition of business, net of cash acquired (391,845) —

Cash used in investing activities (432,227) (69,041)

Financing activities

Proceeds from debt 546,178  —

Repayments on debt (612,786) (50,000)

Dividends paid (16,726) (15,625)

Acquisition of treasury stock (46,885) (51,775)

Issuance of stock under stock option and employee purchase plans 1,135  1,028

Cash paid for shares withheld for employee taxes (10,406) (7,413)

Debt issuance costs (4,628) (84)

Cash used in financing activities (144,118) (123,869)

(Decrease) increase in cash, cash equivalents and restricted cash

(190,194) 196,955

Cash, cash equivalents and restricted cash at beginning of period 308,774  95,655

Cash, cash equivalents and restricted cash at end of period $ 118,580  $ 292,610

Net cash (received) paid during the period:

Interest $ 36,414  $ 19,119

Income taxes $ (14,614) $ 46,068

PROG Holdings, Inc.

Quarterly Revenues by Segment

(In thousands)

(Unaudited)

Three months ended

September 30, 2026

Progressive Leasing Purchasing Power Four Other

Consolidated total

Lease revenues and fees

$ 552,266  $ —  $ —  $ —  $ 552,266

Product and service revenues

—  128,941  —  —  128,941

Other revenue 464  2,855  37,239  4,014  44,572

Total revenues $ 552,730  $ 131,796  $ 37,239  $ 4,014  $ 725,779

(Unaudited)

Three months ended

September 30, 2025

Progressive Leasing Purchasing Power Four Other

Consolidated total

Lease revenues and fees

$ 556,583  $ —  $ —  $ —  $ 556,583

Product and service revenues

—  —  —  —  —

Other revenue —  —  17,414  3,709  21,123

Total revenues

$ 556,583  $ —  $ 17,414  $ 3,709  $ 577,706

PROG Holdings, Inc.

Nine Month Revenues by Segment

(In thousands)

(Unaudited)

Nine months ended

September 30, 2026

Progressive Leasing Purchasing Power

Four

Other Consolidated total

Lease revenues and fees

$ 1,698,960  $ —  $ —  $ —  $ 1,698,960

Product and service revenues

—  363,854  —  —  363,854

Other revenue 1,188  5,461  107,291  11,414  125,354

Total revenues

$ 1,700,148  $ 369,315  $ 107,291  $ 11,414  $ 2,188,168

(Unaudited)

Nine months ended

September 30, 2025

Progressive Leasing Purchasing Power

Four

Other Consolidated total

Lease revenues and fees $ 1,777,814  $ —  $ —  $ —  $ 1,777,814

Product and service revenues —  —  —  —  —

Other revenue —  —  47,919  8,904  56,823

Total revenues $ 1,777,814  $ —  $ 47,919  $ 8,904  $ 1,834,637

PROG Holdings, Inc.

Quarterly Gross Merchandise Volume by Segment

(In thousands)

(Unaudited)

Three months ended September 30,

Change

2026 2025

$

%

Progressive Leasing $ 420,437  $ 410,943  $ 9,494  2.3  %

Purchasing Power

161,174  —  161,174  nmf

Four

330,421  163,086  167,335  102.6

Total GMV

$ 912,032  $ 574,029  $ 338,003  58.9  %

nmf - Calculation is not meaningful

(Unaudited)

Purchasing Power

Pre-Acquisition Gross Merchandise Volume

Three months ended

Twelve months ended

March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 December 31, 2025

Gross merchandise volume

$ 120,287  $ 137,890  $ 143,516  $ 247,641  $ 649,334

Use of Non-GAAP Financial Information:

Non-GAAP net earnings from continuing operations, non-GAAP diluted earnings from continuing operations per share, and adjusted EBITDA are supplemental measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). Non-GAAP diluted earnings per share from continuing operations for the full year 2026 and fourth quarter 2026 outlook excludes intangible amortization expense, restructuring expenses, transaction and integration costs, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and also excludes Vive as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. Non-GAAP net earnings from continuing operations and non-GAAP diluted earnings per share from continuing operations for the three and nine months ended September 30, 2026 exclude intangible amortization expense, transaction and integration costs, restructuring expenses, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and costs related to the cybersecurity incident, net of insurance recoveries. Non-GAAP net earnings from continuing operations and non-GAAP diluted earnings from continuing operations per share for the three and nine months ended September 30, 2025 exclude intangible amortization expense and costs related to the cybersecurity incident, net of insurance recoveries. The amount for the after-tax non-GAAP adjustment, which is tax effected using our statutory tax rate, can be found in the reconciliation of net earnings and diluted earnings per share to non-GAAP net earnings and diluted earnings per share table in this press release.

The Adjusted EBITDA figures presented in this press release are calculated as the Company’s earnings from continuing operations before interest expense, net on non-asset-backed security borrowings, depreciation on property and equipment, amortization of intangible assets and income taxes. Adjusted EBITDA for the full year and fourth quarter 2026 outlook also excludes stock-based compensation expense, transaction and integration-related costs for the acquisition of Purchasing Power, restructuring charges, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and the operations of Vive. Adjusted EBITDA for the nine months and third quarter 2026 includes estimated interest expense on Purchasing Power's asset-backed secured borrowings. Adjusted EBITDA for the three and nine months ended September 30, 2026 also excludes stock-based compensation expense, costs related to the cybersecurity incident, net of insurance recoveries, restructuring costs, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and transaction and integration costs for the acquisition of Purchasing Power. Adjusted EBITDA for the three and nine months ended September 30, 2025 also excludes stock-based compensation expense and costs related to the cybersecurity incident, net of insurance recoveries. The amounts for these pre-tax non-GAAP adjustments can be found in the segment EBITDA tables in this press release.

Management believes that non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA provide relevant and useful information, and are widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance.

Non-GAAP net earnings from continuing operations, non-GAAP diluted earnings from continuing operations, and adjusted EBITDA provide management and investors with an understanding of the results from the primary operations of our business by excluding the effects of certain items that generally arose from larger, one-time transactions that are not reflective of the ordinary earnings activity of our operations or transactions whose amounts are variable and volatile. We believe the exclusion of stock-based compensation expense provides for a better comparison of our operating results with our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. We believe interest expense on Purchasing Power's asset-backed secured borrowings represents a direct operating cost required to generate revenue; therefore, the Company is including this interest expense when calculating consolidated and Purchasing Power's adjusted EBITDA. This measure may be useful to an investor in evaluating the underlying operating performance of our business.

Adjusted EBITDA also provides management and investors with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. These measures may be useful to an investor in evaluating our operating performance because the measures:

•Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors.

•Are used by rating agencies, lenders and other parties to evaluate our creditworthiness.

•Are used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for strategic planning and forecasting.

Non-GAAP financial measures, however, should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, such as the Company’s GAAP basis net earnings and diluted earnings per share and the GAAP revenues and earnings before income taxes of the Company’s segments, which are also presented in the press release. Further, we caution investors that amounts presented in accordance with our definitions of non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner.

PROG Holdings, Inc.

Reconciliation of Net Earnings and Diluted Earnings Per Share to

Non-GAAP Net Earnings and Diluted Earnings Per Share

(In thousands, except per share amounts)

(Unaudited) (Unaudited)

Three months ended Nine months ended

September 30, September 30,

2026 2025 2026 2025

Net earnings from continuing operations

$ 37,478  $ 32,267  $ 111,074  $ 104,438

Add: Intangible amortization expense

7,814  3,999  28,214  12,000

Add: Restructuring expense

(798) —  3,118  —

Add: Costs related to the cybersecurity incident, net of insurance recoveries

—  58  9  167

Add: Transaction and integration costs 388  —  11,951  —

Add: Legal settlement —  —  4,750  —

Less: Gain on change in fair value of receivables —  —  (5,712) —

Less: Tax impact of adjustments(1)

(1,925) (1,055) (11,006) (3,164)

Non-GAAP net earnings from continuing operations

$ 42,957  $ 35,269  $ 142,398  $ 113,441

Diluted earnings per share from continuing operations

0.92  0.80  2.73  2.55

Add: Intangible amortization expense

0.19  0.10  0.69  0.29

Add: Restructuring expense

(0.02) —  0.08  —

Add: Costs related to the cybersecurity incident, net of insurance recoveries

—  —  —  —

Add: Transaction and integration costs 0.01  —  0.29  —

Add: Legal settlement —  —  0.12  —

Less: Gain on change in fair value of receivables —  —  (0.14) —

Less: Tax impact of adjustments(1)

(0.05) (0.03) (0.27) (0.08)

Non-GAAP diluted earnings per share from continuing operations(2)

$ 1.06  $ 0.87  $ 3.50  $ 2.77

Diluted weighted average shares outstanding

40,550  40,481  40,697  40,960

(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.

(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.

PROG Holdings, Inc.

Non-GAAP Financial Information

Quarterly Segment Adjusted EBITDA

(In thousands)

(Unaudited)

Three months ended

September 30, 2026

Progressive Leasing

Purchasing Power

Four

Other

Consolidated total

Net earnings from continuing operations

$ 37,478

Income tax expense(1)

14,832

Earnings (loss) from continuing operations before income tax expense

$ 40,824  $ 2,963  $ 9,983  $ (1,460) 52,310

Interest expense, net

8,254  149  1,187  39  9,629

Depreciation 1,601  272  4  623  2,500

Amortization —  7,814  —  —  7,814

EBITDA from continuing operations

50,679  11,198  11,174  (798) 72,253

Stock-based compensation

7,472  469  208  4  8,153

Transaction and integration costs —  388  —  —  388

Restructuring expense

(1,628) 830  —  —  (798)

Adjusted EBITDA from continuing operations

$ 56,523  $ 12,885  $ 11,382  $ (794) $ 79,996

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

(Unaudited)

Three months ended

September 30, 2025

Progressive Leasing

Four

Other

Consolidated total

Net earnings from continuing operations

$ 32,267

Income tax expense(1)

12,433

Earnings (loss) from continuing operations before income tax expense

$ 46,738  $ 1,274  $ (3,312) 44,700

Interest expense, net

5,921  1,013  957  7,891

Depreciation 1,346  14  645  2,005

Amortization 3,770  229  —  3,999

EBITDA from continuing operations

57,775  2,530  (1,710) 58,595

Stock-based compensation

6,638  159  253  7,050

Costs related to the cybersecurity incident, net of insurance recoveries

58  —  —  58

Adjusted EBITDA from continuing operations

$ 64,471  $ 2,689  $ (1,457) $ 65,703

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Non-GAAP Financial Information

Nine Month Segment Adjusted EBITDA

(In thousands)

(Unaudited)

Nine months ended

September 30, 2026

Progressive Leasing Purchasing Power

Four

Other Consolidated total

Net earnings from continuing operations $ 111,074

Income tax expense(1)

39,606

Earnings (loss) from continuing operations before income tax expense $ 138,214  $ (4,828) $ 28,432  $ (11,138) 150,680

Interest expense, net 29,095  831  3,400  116  33,442

Depreciation 4,794  770  54  1,690  7,308

Amortization 4,316  23,439  459  —  28,214

EBITDA from continuing operations 176,419  20,212  32,345  (9,332) 219,644

Stock-based compensation 23,053  1,521  641  (273) 24,942

Transaction and integration costs —  4,041  —  7,910  11,951

Restructuring expense (1,102) 4,217  —  3  3,118

Gain on change in fair value of receivables —  (5,712) —  —  (5,712)

Costs related to the cybersecurity incident, net of insurance recoveries 9  —  —  —  9

Legal settlement 4,750  —  —  —  4,750

Adjusted EBITDA from continuing operations $ 203,129  $ 24,279  $ 32,986  $ (1,692) $ 258,702

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Non-GAAP Financial Information

Nine Month Segment Adjusted EBITDA

(In thousands)

(Unaudited)

Nine months ended

September 30, 2025

Progressive Leasing

Four

Other Consolidated total

Net earnings from continuing operations $ 104,438

Income tax expense(1)

38,676

Earnings (loss) from continuing operations before income tax benefit $ 146,909  $ 6,187  $ (9,982) 143,114

Interest expense, net 19,508  3,191  2,431  25,130

Depreciation 4,004  195  1,630  5,829

Amortization 11,312  688  —  12,000

EBITDA from continuing operations 181,733  10,261  (5,921) 186,073

Stock-based compensation 19,510  833  1,037  21,380

Costs related to the cybersecurity incident, net of insurance recoveries 167  —  —  167

Adjusted EBITDA from continuing operations $ 201,410  $ 11,094  $ (4,884) $ 207,620

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Non-GAAP Financial Information

Reconciliation of Revised Full Year 2026 Outlook for Adjusted EBITDA

(In thousands)

Fiscal year 2026 ranges

Progressive Leasing

Purchasing Power

Four

Other

Consolidated total

Estimated net earnings from continuing operations

$152,000 - $158,500

Income tax expense(1)

55,000 - 56,000

Projected earnings (loss) from continuing operations before income tax expense

$178,500 - $179,000 $14,000 - $18,500 $28,000 - $30,000 $(13,500) - $(13,000) 207,000 - 214,500

Interest expense, net

38,000 - 39,000 1,000 5,000 500 44,500 - 45,500

Depreciation 6,000 1,000 500 2,500 10,000

Amortization 4,500 31,000 500 — 36,000

Projected EBITDA from continuing operations

227,000 - 228,500 47,000 - 51,500 34,000 - 36,000 (10,500) - (10,000) 297,500 - 306,000

Stock-based compensation

30,500 - 31,500 2,000 1,000 - 1,500 — 33,500 - 35,000

Restructuring / change in fair value of receivables / acquisition-related transaction-costs / legal settlements 4,000 2,000 — 8,000 14,000

Projected adjusted EBITDA from continuing operations

$261,500 - 264,000 $51,000 - $55,500 $35,000 - $37,500 $(2,500) - $(2,000) $345,000 - $355,000

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Non-GAAP Financial Information

Reconciliation of Previous Full Year 2026 Outlook for Adjusted EBITDA

(In thousands)

Fiscal year 2026 ranges

Progressive Leasing

Purchasing Power

Four

Other

Consolidated total

Estimated net earnings from continuing operations

$155,000 - $164,500

Income tax expense(1)

59,000 - 61,000

Projected earnings (loss) from continuing operations before income tax expense

$188,500 - $193,000 $17,000 - $21,500 $22,000 - $25,000 $(13,500) - $(10,500) 214,000 - 225,500

Interest expense, net

38,000 1,000 - 2,000 5,500 - 6,000 500 45,000 - 47,500

Depreciation 6,500 - 7,500 1,000 500 3,000 11,000 - 12,000

Amortization 4,000 32,000 1,000 — 37,000

Projected EBITDA from continuing operations

237,000 - 242,500 51,000 - 56,500 29,000 - 32,500 (10,000) - (7,000) 307,000 - 322,000

Stock-based compensation

30,500 - 31,500 2,000 - 2,500 1,000 - 1,500 500 34,000 - 38,000

Restructuring / change in fair value of receivables / acquisition-related transaction-costs / legal settlements 5,000 - 5,500 1,000 — 8,000 14,000 - 15,000

Projected adjusted EBITDA from continuing operations

$272,500 - 279,500 $54,000 - $60,000 $30,000 - $34,000 $(1,500) - $1,500 $355,000 - $375,000

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Non-GAAP Financial Information

Reconciliation of the Three Months Ended December 31, 2026 Outlook for Adjusted EBITDA

(In thousands)

Three months ended

December 31, 2026

Consolidated total

Estimated net earnings from continuing operations

$40,000 - $45,500

Income tax expense(1)

16,000 - 17,500

Projected earnings from continuing operations before income tax expense

56,000 - 63,000

Interest expense, net

11,000 - 12,500

Depreciation 3,000

Amortization 8,000

Projected EBITDA from continuing operations

78,000 - 86,500

Stock-based compensation

8,000 - 9,500

Restructuring / transaction costs / legal settlements —

Projected adjusted EBITDA from continuing operations

$86,000 - $96,000

(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.

PROG Holdings, Inc.

Reconciliation of Revised Full Year 2026 Outlook for Diluted Earnings Per Share

to Non-GAAP Diluted Earnings Per Share

Full year 2026

Low High

Projected diluted earnings per share from continuing operations

$ 3.78  $ 3.93

Add: Projected intangible amortization expense

0.90  0.90

Add: Restructuring / change in fair value of receivables / acquisition-related transaction-costs / legal settlements 0.35  0.35

Subtract: Tax effect on non-GAAP adjustments(1)

(0.32) (0.32)

Projected non-GAAP diluted earnings per share from continuing operations(2)

$ 4.70  $ 4.85

(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.

(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.

PROG Holdings, Inc.

Reconciliation of Previous Full Year 2026 Outlook for Diluted Earnings Per Share

to Non-GAAP Diluted Earnings Per Share

Full year 2026

Low High

Projected diluted earnings per share from continuing operations

$ 3.82  $ 4.06

Add: Projected intangible amortization expense

0.91  0.91

Add: Restructuring / change in fair value of receivables / acquisition-related transaction-costs / legal settlements 0.35  0.37

Subtract: Tax effect on non-GAAP adjustments(1)

(0.32) (0.33)

Projected non-GAAP diluted earnings per share from continuing operations(2)

$ 4.75  $ 5.00

(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.

(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.

PROG Holdings, Inc.

Reconciliation of the Three Months Ended December 31, 2026 Outlook for Diluted

Earnings Per Share to Non-GAAP Diluted Earnings Per Share

Three months ended

December 31, 2026

Low High

Projected diluted earnings per share from continuing operations

$ 1.04  $ 1.16

Add: Projected intangible amortization expense

0.21  0.21

Add: Restructuring / change in fair value of receivables / acquisition-related transaction-costs / legal settlements —  —

Subtract: Tax effect on non-GAAP adjustments(1)

(0.05) (0.05)

Projected non-GAAP diluted earnings per share from continuing operations(2)

$ 1.20  $ 1.32

(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.

(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.

EX-99.2

EX-99.2

Filename: a2026q3ex992asrprogramands.htm · Sequence: 3

Document

Exhibit 99.2

PRESS RELEASE

PROG Holdings Announces Intention to Enter into $100 Million Accelerated Share Repurchase Program

Board Replenishes and Extends Current Share Repurchase Program

in Connection with ASR Program

SALT LAKE CITY, October 28, 2026 - PROG Holdings, Inc. (NYSE: PRG), the fintech holding company for Progressive Leasing, Four Technologies, MoneyApp and Purchasing Power, announced today that the Company intends to enter into an accelerated share repurchase agreement to repurchase an aggregate of $100 million of its common stock. The transactions under that agreement are expected to be completed during the first quarter of 2027.

“Today’s announcement reflects our continued confidence in PROG’s long-term strategy and the momentum we see across our product ecosystem. Our diversified model is performing as designed, and our consistent cash flow generation gives us the flexibility to return meaningful capital to shareholders without compromising our investments in growth,” said PROG Holdings Chairman, President and CEO, Steve Michaels. “Our capital allocation priorities remain unchanged: reinvest in the business, pursue strategic M&A, and return excess capital to shareholders. Having strengthened our balance sheet and returned to our targeted net leverage range, we are well positioned to act on all three, beginning with our anticipated accelerated share repurchase.”

In connection with its intention to enter into the ASR program, the Company’s Board of Directors replenished its current share repurchase program, adding an additional $237 million and bringing the total amount available for future repurchases of the Company’s common stock to $500 million. The term of the Company’s share repurchase program was also extended through the earlier of October 26, 2029 and the date the Company has repurchased shares of its common stock for an aggregate purchase price of $500 million.

Repurchases of common stock under the share repurchase program may be made from time to time using a variety of methods, which may include open market purchases, tender offers, purchases effected through 10b5-1 trading plans, accelerated share repurchase programs, or other transactions. The number of shares of common stock, if any, that are purchased under the share repurchase program and the timing of any such purchases will be determined based on market conditions and other factors, and the program may be suspended or discontinued at any time by the Company’s Board of Directors.

About PROG Holdings, Inc.

PROG Holdings, Inc. (NYSE: PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides inclusive, transparent and competitive payment options to consumers. The Company owns Progressive Leasing, a leading provider of e-commerce, app-based, and in-store point-of-sale lease-to-own solutions; Four Technologies, a provider of Buy Now, Pay Later payment options through its platform Four; MoneyApp, a mobile application that offers customers short-term liquidity solutions through cash advances; and Purchasing Power, a voluntary employee benefit provider, allowing employees to purchase brand-name products through either automatic payroll deductions or allotments. More information on PROG Holdings’ companies can be found at https://www.progholdings.com.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such forward-looking statements include, without limitation, statements regarding the ASR program and the share repurchase program, including the Company’s intention to enter into the ASR program and the expected size and timing thereof; the term of the share repurchase program; the methods that may be used to repurchase shares of common stock and the number of shares repurchased and the timing of any such repurchases; and the Company’s long-term strategy, business momentum, cash flow generation, leverage, capital allocation priorities and plans to reinvest in the business, pursue strategic M&A and return capital to shareholders. The Company has based these forward-looking statements on current expectations and assumptions regarding the ASR program, the share repurchase program and the Company’s business, strategy and capital allocation, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the possibility that the Company does not enter into the ASR program on the anticipated terms or timing, or at all; the possibility that the Company’s Board of Directors may modify, suspend or discontinue the share repurchase program at any time; the Company’s ability to execute its long-term strategy and capital allocation priorities, generate consistent cash flow and maintain its targeted leverage range; developments or changes in economic, market or business conditions; the availability of cash and the Company’s capital needs and alternative uses of capital, including alternative investment opportunities; and the risks and uncertainties listed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date made. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.

Investor Contact

John A. Baugh, CFA

Vice President, Investor Relations

john.baugh@progholdings.com

EX-99.3 — EX-99.3 Q3 2026 EARNINGS SUPPLEMENT PRESENTATION

EX-99.3

Filename: ex-993q32026earningssupp.htm · Sequence: 4

ex-993q32026earningssupp

PROG Internal PROG Holdings, Inc. Q3 2026 Earnings Supplement October 28, 2026 Exhibit 99.3

2 Statements, estimates and projections in this earnings supplement regarding our business that are not historical facts are "forward-looking statements" that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements generally can be identified by the use of forward-looking terminology, such as "continued," “targeted,” and "outlook," and similar forward-looking terminology. These risks and uncertainties include (i) continued volatility and challenges in the macroeconomic environment, including due to the war in Iran and related geopolitical disruptions and increases in fuel and other prices, and their impact on: (a) consumer confidence and customer demand for the merchandise that our retail partners and Purchasing Power sell, in particular consumer durables, such as home appliances, electronics and furniture; (b) our customers’ disposable income and their ability to make the lease and loan payments they owe the Company; and (c) our overall financial performance and outlook; (ii) the impact of the uncertain macroeconomic environment on our proprietary algorithms and decisioning tools that we use to approve customers such that they are no longer indicative of our customers’ ability to perform, which in turn may limit the ability of our businesses to manage risk, avoid lease and loan charge-offs and may result in insufficient reserves to cover actual losses; (iii) a large percentage of Progressive Leasing's revenue being concentrated with several key retail partners, and the loss of any of these retail partner relationships materially and adversely affecting several aspects of our performance; (iv) Progressive Leasing being unable to attract additional retail partners and retain and grow its relationships with its existing retail partners, and/or Purchasing Power being unable to attract additional employer-clients and retain and grow its relationships with its existing clients, resulting in several aspects of our performance being materially and adversely affected; (v) our businesses being unable to attract new consumers and retain and grow their relationships with their existing customers materially and adversely affecting several aspects of our performance; (vi) Four’s and Purchasing Power's business models differing significantly from Progressive Leasing’s lease-to-own business, which means these businesses have different risk profiles; (vii) our efforts to modernize and enhance certain enterprise-wide information management systems and technologies adversely impacting our businesses and operations; (viii) the inability of our businesses to successfully operate in highly and increasingly competitive industries materially and adversely affecting several aspects of our performance; (ix) our business, results of operations, financial condition, and prospects being materially and adversely affected due to our businesses failing to maintain a consistently high level of consumer satisfaction and trust in their brands; (x) our businesses being subject to extensive federal, state and local laws and regulations, including certain laws and regulations unique to the industries in which our businesses operate, that may subject them to government investigations and significant monetary penalties, remediation expenses and compliance-related burdens that may result in them changing the manner in which they operate, which may be materially adverse to several aspects of our performance; (xi) our performance being materially and adversely affected due to the transactions offered to consumers by our businesses being negatively characterized by federal, state and local government officials, consumer advocacy groups and the media; (xii) our inability to protect confidential, proprietary, or sensitive information, including the confidential information of our customers, being adversely affected by cyber-attacks or similar disruptions, which may result in significant costs, litigation and reputational damage or otherwise have a material adverse impact on several aspects of our performance; (xiii) any significant disruption in our vendors' information technology systems, or disruptions in the information our businesses rely on in their lease and loan decisioning, materially and adversely affecting several aspects of our performance; (xiv) our capital allocation strategy and financial policies; (xv) the possibility that the Company does not enter into the ASR program as anticipated or at all; and (xvi) the other risks and uncertainties discussed under "Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. Statements, estimates and projections in this earnings supplement that are "forward-looking" include without limitation statements, estimates and projections about: (i) the strength of our balance sheet; (ii) our net leverage ratio; (iii) our revised full year 2026 outlook and the guidance we provide for the fourth quarter of 2026, including as it relates to our intention to enter the ASR program. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this earnings supplement. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this earnings supplement. Use of Forward-Looking Statements

PROG Internal 3 PROG Holdings Q3 2026 Headlines • Consolidated revenues from continuing operations of $725.8 million, up 25.6%; Net earnings from continuing operations of $37.5 million • Adjusted EBITDA from continuing operations of $80.0 million, up 21.8% • Diluted EPS from continuing operations of $0.92; Non-GAAP Diluted EPS from continuing operations of $1.06, up 21.8% • Consolidated GMV of $912.0 million, up 58.9% • Net leverage ratio ended the quarter at 1.5x • Company announces intention to enter into $100 million accelerated share repurchase program during the fourth quarter, Board replenishes and extends current share repurchase program

PROG Internal 4 “Our third-quarter results reflect the strength and resilience of our diversified platform and the discipline with which we run it, with consolidated GMV growth of 59% and continued profitability even against a more pressured consumer backdrop,” said Steve Michaels, PROG Holdings’ Chairman, President and Chief Executive Officer. “We are taking a more cautious view of the consumer as we close out the year, but the fundamentals of our business remain strong, and our strategic progress is clear. Our growth engine is working, and we are improving portfolio metrics with our active management in the face of macro pressures.” “Every part of our ecosystem is contributing, with Four delivering profitable, triple-digit growth and Purchasing Power performing as expected as it enters its most important quarter of the year. Together with a healthy balance sheet, we believe this will continue to give us the flexibility to invest in the business while returning meaningful capital to shareholders.” “We continued repurchasing shares throughout the third quarter and we are announcing today our intention to enter into an accelerated share repurchase program, which reflects our deep conviction in the long-term value we are building. This keeps us on track to deliver against the multi-year growth targets we laid out at our Investor Day in March.” Steve Michaels Chairman, President and CEO, PROG Holdings, Inc. PROG Holdings Executive Commentary

PROG Internal Adjusted EBITDA in millions 5 $577.7 $574.6 $742.7 $719.7 $725.8 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Non-GAAP EPSRevenue in millions 11.4% 10.7% 12.2% 12.3% 11.0% Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Adjusted EBITDA as a % of PROG Holdings consolidated revenues PROG Holdings Q3 Consolidated Results (from continuing operations) $65.7 $61.5 $90.3 $88.4 $80.0 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 $0.87 $0.74 $1.24 $1.19 $1.06 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 • Consolidated revenue increased 25.6% driven by the acquisition of Purchasing Power and growth at Four Technologies. • Non-GAAP EPS increased 21.8%, primarily driven by addition of Purchasing Power and growth at Four. • The year-over-year increase in Consolidated Adjusted EBITDA was primarily a result of contribution from Purchasing Power and strong revenue and earnings at Four. 2026 consolidated results include Purchasing Power

PROG Internal Results

PROG Internal 7 2026 2025 Consolidated GMV $912.0 $574.0 58.9% Revenue $725.8 $577.7 25.6% GAAP Net Earnings $37.5 $32.3 16.1% Adjusted Net Earnings $43.0 $35.3 22.2% Adjusted EBITDA $ $80.0 $65.7 21.8% Adjusted EBITDA % 11.0% 11.4% -40 bps GAAP Diluted Earnings Per Share $0.92 $0.80 15.0% Non-GAAP Diluted Earnings Per Share* $1.06 $0.87 21.8% Three Months Ended September 30 Change All dollar amounts in millions except EPS • GAAP to non-GAAP reconciliation tables available in appendix 2026 consolidated results include Purchasing Power PROG Holdings Consolidated Q3 Results (from continuing operations)

PROG Internal 8 PROG Holdings Consolidated Results Cash and Cash Equivalents As of 9/30/2026 $108.9M Gross Recourse Debt1 As of 9/30/2026 $600M Net Leverage Ratio2 As of 9/30/2026 1.5x Operating Cash Flow From Continuing Operations Nine Months Ended 9/30/2026 $392.7M 1) Recourse debt does not include securitization funding debt from Purchasing Power 2) Net leverage ratio defined as Gross recourse debt minus cash and cash equivalents divided by trailing 12-month adjusted EBITDA (does not add back interest from nonrecourse ABS debt)

PROG Internal 9 PROG Holdings Revised Full-Year 2026 Outlook Given ongoing macroeconomic pressures and the challenged consumer, the Company is reducing its revenues and earnings outlook ranges for the fiscal year ending December 31, 2026. The outlook assumes an operating environment for the remainder of the year that is consistent with current conditions, including the current financial pressures and uncertainties for our customers, no material changes in the company’s decisioning posture, no meaningful increase in unemployment rates for our consumer base, and an effective tax rate for Non-GAAP EPS of approximately 26%. This outlook also assumes the company enters into the ASR program during the fourth quarter of 2026 to repurchase $100.0 million of our common stock, with our non-GAAP EPS outlook reflecting only the initial delivery of approximately 80% of the shares to be repurchased, and excluding the remaining shares, if any, delivered at final settlement. However, there can be no assurance that we will enter into the ASR program as anticipated or at all.

PROG Internal 10 PROG Holdings Q4 2026 Outlook The Company is providing selective fourth quarter 2026 outlook metrics. The outlook assumes an operating environment for the remainder of the year that is consistent with current conditions, including the current financial pressures and uncertainties for our customers, no material changes in the company’s decisioning posture, no meaningful increase in unemployment rates for our consumer base, and an effective tax rate for Non-GAAP EPS of approximately 26%. This outlook also assumes the company enters into the ASR program during the fourth quarter of 2026 to repurchase $100.0 million of our common stock, with our non-GAAP EPS outlook reflecting only the initial delivery of approximately 80% of the shares to be repurchased, and excluding the remaining shares, if any, delivered at final settlement. However, there can be no assurance that we will enter into the ASR program as anticipated or at all.

PROG Internal

PROG Internal Non-GAAP net earnings from continuing operations, non-GAAP diluted earnings from continuing operations per share, and adjusted EBITDA are supplemental measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). Non-GAAP diluted earnings per share from continuing operations for the full year 2026 and fourth quarter 2026 outlook excludes intangible amortization expense, restructuring expenses, transaction and integration costs, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and also excludes Vive as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. Non-GAAP net earnings from continuing operations and non-GAAP diluted earnings per share from continuing operations for the three and nine months ended September 30, 2026 exclude intangible amortization expense, transaction and integration costs, restructuring expenses, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and costs related to the cybersecurity incident, net of insurance recoveries. Non-GAAP net earnings from continuing operations and non-GAAP diluted earnings from continuing operations per share for the three and nine months ended September 30, 2025 exclude intangible amortization expense and costs related to the cybersecurity incident, net of insurance recoveries. The amount for the after-tax non-GAAP adjustment, which is tax effected using our statutory tax rate, can be found in the reconciliation of net earnings and diluted earnings per share to non-GAAP net earnings and diluted earnings per share table in this presentation. The Adjusted EBITDA figures presented in this presentation are calculated as the Company’s earnings from continuing operations before interest expense, net on non-asset-backed security borrowings, depreciation on property and equipment, amortization of intangible assets and income taxes. Adjusted EBITDA for the full year and fourth quarter 2026 outlook also excludes stock-based compensation expense, transaction and integration-related costs for the acquisition of Purchasing Power, restructuring charges, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and the operations of Vive. Adjusted EBITDA for the nine months and third quarter 2026 includes estimated interest expense on Purchasing Power's asset-backed secured borrowings. Adjusted EBITDA for the three and nine months ended September 30, 2026 also excludes stock-based compensation expense, costs related to the cybersecurity incident, net of insurance recoveries, restructuring costs, legal settlement, gain on change in fair value of receivables during the first quarter of 2026, and transaction and integration costs for the acquisition of Purchasing Power. Adjusted EBITDA for the three and nine months ended September 30, 2025 also excludes stock-based compensation expense and costs related to the cybersecurity incident, net of insurance recoveries. The amounts for these pre-tax non-GAAP adjustments can be found in the segment EBITDA tables in this presentation. Management believes that non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA provide relevant and useful information, and are widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance. Non-GAAP net earnings from continuing operations, non-GAAP diluted earnings from continuing operations, and adjusted EBITDA provide management and investors with an understanding of the results from the primary operations of our business by excluding the effects of certain items that generally arose from larger, one-time transactions that are not reflective of the ordinary earnings activity of our operations or transactions whose amounts are variable and volatile. We believe the exclusion of stock-based compensation expense provides for a better comparison of our operating results with our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. We believe interest expense on Purchasing Power's asset-backed secured borrowings represents a direct operating cost required to generate revenue; therefore, the Company is including this interest expense when calculating consolidated and Purchasing Power's adjusted EBITDA. This measure may be useful to an investor in evaluating the underlying operating performance of our business. Adjusted EBITDA also provides management and investors with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. These measures may be useful to an investor in evaluating our operating performance because the measures: • Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. • Are used by rating agencies, lenders and other parties to evaluate our creditworthiness. • Are used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for strategic planning and forecasting. Non-GAAP financial measures, however, should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, such as the Company’s GAAP basis net earnings and diluted earnings per share and the GAAP revenues and earnings before income taxes of the Company’s segments, which are also presented in this presentation. Further, we caution investors that amounts presented in accordance with our definitions of non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. 12 Use of Non-GAAP Financial Measures

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Consolidated & Progressive Leasing Adjusted EBITDA %

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Revised Full Year 2026 Outlook for Adjusted EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Previous Full Year 2026 Outlook for Adjusted EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of the Three Months Ended December 31, 2026 Outlook for Adjusted EBITDA (In thousands)

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Revised Full Year 2026 Outlook for Diluted Earnings Per Share to Non-GAAP Diluted Earnings Per Share

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Previous Full Year 2026 Outlook for Diluted Earnings Per Share to Non-GAAP Diluted Earnings Per Share

PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of the Three Months Ended December 31, 2026 Outlook for Diluted Earnings Per Share to Non- GAAP Diluted Earnings Per Share

PROG Internal

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