Form 4: Upbound Group CEO's Performance Share Vesting

Upbound Group CEO Fahmi Karam acquired 43,516 shares from performance-based restricted stock unit vesting, with 17,268 shares withheld for taxes.

Summary

• Fahmi Karam, CEO and Director of Upbound Group, Inc. (UPBD), acquired 43,516 shares of common stock on February 10, 2026.
• This acquisition resulted from the vesting of performance-based restricted stock units (RSUs) granted on February 24, 2023.
• The vesting occurred because the company's relative Total Shareholder Return (TSR) over the three-year period ending December 31, 2025, ranked in the 33rd percentile, leading to 50% of the RSUs vesting.
• Concurrently, 17,268 shares were disposed of to cover tax obligations related to the vested RSUs, at a price of $20.7 per share.
• Following these transactions, Karam Fahmi beneficially owns 178,580 shares, which include common stock and unvested restricted stock units.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a largely neutral event. While the vesting of performance-based units is positive, the 33rd percentile TSR indicates average performance, and the tax withholding is a standard, non-discretionary event.

Positives

• Fahmi Karam, CEO, received 43,516 shares from the vesting of performance-based restricted stock units, indicating achievement of at least some performance targets.
• The vesting of 50% of the performance-based RSUs demonstrates that the company met the threshold for relative Total Shareholder Return (TSR) over the three-year measurement period.

Negatives

• The company's relative Total Shareholder Return (TSR) ranked in the 33rd percentile, resulting in only 50% of the performance-based restricted stock units vesting, suggesting performance was not in the top tiers.
• 17,268 shares were withheld to cover taxes, reducing the net shares received by the CEO.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that executive compensation tied to performance metrics like Total Shareholder Return (TSR) is a common practice across industries, aligning management incentives with shareholder value. The 33rd percentile ranking suggests average performance relative to peers, which is typical for a portion of performance-based awards to vest.

Stakeholder Impact

• Shareholders: The vesting of performance-based units for the CEO, even at 50%, indicates some level of performance achievement, which could be viewed positively. The transaction itself is a routine compensation event.

Key Dates

Keywords

Upbound Group, UPBD, Fahmi Karam, CEO, Director, Insider Transaction, Form 4, Restricted Stock Units, RSU Vesting, Performance Shares, Total Shareholder Return, TSR, Executive Compensation, Stock Ownership