PROG Holdings, Inc.

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: