8-K: Upbound Group Announces 401(k) Plan Transition and Trading Blackout

Upbound Group, Inc. announced a temporary trading blackout period for its 401(k) plan participants and executives due to a transition to Fidelity Investments.

Summary

• Upbound Group, Inc. is transitioning its 401(k) Retirement Savings Plan administration from JPMorgan/Empower to Fidelity Investments.
• This transition will result in a blackout period for plan participants and beneficiaries, during which they will be unable to effect certain transactions, including directing or diversifying assets in the Upbound Group, Inc. stock fund.
• Directors and executive officers will be prohibited from trading in Upbound Group common stock and derivative securities during this period, as mandated by Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the SEC's Regulation BTR.
• The blackout period is expected to begin on December 24, 2025, at 4:00 p.m. Eastern time and conclude during the week of January 25, 2026.
• The SOX Blackout Period is expected to overlap with the company's regular quarterly blackout period for the fourth quarter, which runs from December 15, 2025, until one full trading day after fourth-quarter earnings are publicly released.

Sentiment

Score: 5

Explanation: The filing is largely administrative, detailing a routine 401(k) plan service provider transition and a legally mandated temporary trading blackout. While there's a temporary inconvenience for participants and executives, it's an expected operational event with no direct positive or negative impact on the company's core business or financial performance.

Positives

• Transition to a new service provider (Fidelity Investments) for the 401(k) plan, potentially indicating an upgrade or optimization of services for participants.

Negatives

• Temporary inability for 401(k) plan participants and beneficiaries to effect certain transactions, including directing or diversifying assets, during the blackout period.
• Prohibition on trading Upbound Group equity securities for directors and executive officers during the blackout period, which may limit their ability to manage personal investments.

Risks

• Directors and executive officers face criminal and civil penalties, including disgorgement of profits, for violating the SEC Blackout Rules during the restricted trading period.
• 401(k) plan participants may be unable to react to market changes or rebalance their portfolios during the blackout period due to restricted transactions.

Future Outlook

The company expects the 401(k) plan transition to Fidelity Investments to be completed, with the blackout period ending during the week of January 25, 2026. Fidelity Investments will officially become the new service provider starting January 1, 2026.

Management Comments

• If there is a change to the beginning date or the length of the SOX Blackout Period, Upbound Group will provide notice of such adjustment as soon as reasonably practicable.
• The SEC Blackout Rules are complex, and criminal and civil penalties, in addition to disgorgement of profits, may be imposed upon directors and executive officers who violate the rules.

Industry Context

This administrative change reflects a common practice among companies to periodically review and update their employee benefit plan providers to ensure competitive services and administrative efficiency. Such transitions are generally routine and not indicative of broader industry trends or competitive shifts, though they can temporarily impact employee access to their retirement accounts.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact, as the event is administrative and temporary. Indirectly, ensures compliance with regulatory trading rules.
• Employees (401k Participants): Temporary inability to manage their 401(k) accounts, including directing or diversifying investments in the company stock fund, from December 24, 2025, to the week of January 25, 2026.
• Directors and Executive Officers: Prohibited from trading company securities during the blackout period, facing potential legal penalties for non-compliance.

Next Steps

• The blackout period for the 401(k) plan will commence on December 24, 2025.
• Fidelity Investments will assume the role of the new 401(k) plan service provider starting January 1, 2026.
• The blackout period is expected to conclude during the week of January 25, 2026.
• Information regarding the blackout period will be available for two years after its ending date from the company's Benefits Department.

Key Dates

Keywords

Upbound Group, 401(k) plan, blackout period, Fidelity Investments, JPMorgan/Empower, SEC filing, employee benefits, trading restrictions, corporate governance, Sarbanes-Oxley Act