Form 4: Upbound Group CEO Acquires RSUs, Sells Shares for Tax

Upbound Group CEO Fahmi Karam reported the acquisition of 86,918 restricted stock units and the disposition of 9,782 shares to cover taxes on vested awards.

Summary

• Fahmi Karam, Chief Executive Officer and Director of Upbound Group, Inc. (UPBD), acquired 86,918 shares of common stock in the form of restricted stock units (RSUs) on February 23, 2026, at a price of $22.78 per share.
• These RSUs are scheduled to vest annually in one-third increments on February 23 of each of the next three years, contingent on continuous employment.
• On February 24, 2026, Karam disposed of 3,670 shares of common stock at $21.36 per share to cover taxes related to time-based restricted stock units that vested from a February 24, 2023 grant.
• Also on February 24, 2026, an additional 6,112 shares of common stock were disposed of at $21.36 per share to cover taxes for time-based restricted stock units that vested from a February 24, 2025 grant.
• Following these transactions, Karam beneficially owns 255,716 shares, which includes both common stock and unvested restricted stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The acquisition of new restricted stock units by the CEO indicates continued alignment with shareholder interests, while the dispositions are routine tax-related sales of vested awards and do not suggest a change in fundamental outlook.

Positives

• The acquisition of 86,918 restricted stock units by the CEO indicates continued alignment of management's interests with those of shareholders, as the value of these units is tied to the company's stock performance.

Negatives

• A total of 9,782 shares were disposed of to cover tax obligations on vested restricted stock units, representing a reduction in direct beneficial ownership.

Future Outlook

The newly acquired restricted stock units will vest annually in one-third increments on February 23 of each of the next three years, provided the reporting person remains continuously employed by the issuer.

Industry Context

StockSavvy.ai notes that insider transaction filings like Form 4 provide transparency into executive stock ownership changes, which can sometimes signal management's confidence in the company's future, though tax-related sales are routine and typically not indicative of a change in sentiment.

Stakeholder Impact

• Shareholders gain transparency into the CEO's compensation structure and stock ownership, which can reinforce confidence in management's alignment with long-term company performance.

Next Steps

• The newly acquired restricted stock units will vest in one-third increments on February 23, 2027, February 23, 2028, and February 23, 2029, subject to continuous employment.

Key Dates

Recommendation

The Form 4 details routine insider transactions, including the acquisition of restricted stock units as part of compensation and subsequent sales to cover tax obligations on vested awards. These transactions do not provide new fundamental information to alter an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

UPBD, Upbound Group, Fahmi Karam, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Ownership