false000180883400018088342026-01-022026-01-02
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): January 2, 2026
(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. ☐
INTRODUCTION
On January 2, 2026, PROG Beach, LLC (the "Purchaser"), a wholly-owned subsidiary of PROG Holdings, Inc. (the "Company"), completed its previously announced acquisition (the "Acquisition") of all of issued and outstanding equity interests of P-Squared, LLC (the "Acquired Entity") from Purchasing Power Parent, LLC (the "Seller"), pursuant to the Unit Purchase Agreement, dated as of December 1, 2025 (the "Purchase Agreement").
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 2, 2026, the Company entered into a fourth amendment (the "Fourth Amendment") to that certain credit agreement, dated November 24, 2020, by and among Progressive Finance Holdings, LLC, as borrower, the Company and certain subsidiaries of the Company, as guarantors, the several banks and other financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A, as administrative agent (as amended, the "Credit Agreement"). The Fourth Amendment provides for, among other things, the incurrence by the Company of a $125 million incremental term loan (the "Term Loan"), the proceeds of which, together with revolving borrowings of $135 million and cash on hand, were used to finance the Acquisition and related costs.
The Term Loan benefits from the same guarantees as, and ranks pari passu in right of payment and security with, the revolving loans under the Credit Agreement and will mature on November 15, 2029.
The Fourth Amendment updates the grid-based pricing applicable to all loans and the unused portion of the revolving commitments, with borrowings bearing interest at a rate per annum equal to, at the Company’s option, (i) SOFR plus a margin within the range of 1.50% to 2.75% for all loans, based on total net leverage, or (ii) the base rate plus the applicable margin, which will be 1.00% lower than the applicable margin for SOFR loans. The Fourth Amendment also updates the commitment fees payable on unused revolving commitments to a range of 0.25% to 0.50%, as determined based on total net leverage.
The Fourth Amendment (i) revises the quarterly financial maintenance covenant to increase the maximum permitted total net leverage ratio to 3.25x during fiscal year 2026, 3.00x during fiscal year 2027 and 2.50x thereafter and (ii) makes certain changes to the Credit Agreement’s negative covenants, including the addition of a new $150 million restricted payment basket and a condition that certain ratio-based baskets require pro forma total net leverage of not more than 2.50x.
The Fourth Amendment also adds provisions to permit the incurrence of receivables and warehouse financing facilities, including the existing non‑recourse facilities of certain special purpose subsidiaries of the Acquired Entity described under Item 2.01 below (with such special purpose subsidiaries being designated as unrestricted subsidiaries) and similar future facilities subject to customary conditions.
The foregoing description of the Fourth Amendment is only a summary and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The information set forth in the Introduction to this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
The aggregate consideration paid by the Purchaser to the Seller at the closing was approximately $420 million in cash, subject to customary adjustments. In addition, the Acquired Entity has approximately $330 million of non-recourse funding debt under its securitization and warehouse facilities that remained in place following the closing. The Acquisition resulted in the Company acquiring the Seller’s voluntary employee benefit program, which allows an employer’s workers to buy brand-name products and services through automatic payroll deductions without credit checks.
The Company funded the Acquisition with a combination of cash on hand and debt financing, as described in Item 1.01 above.
Other than in respect of the Acquisition, there is no material relationship between the Seller or the Acquired Entity, on the one hand, and the Company or any of its affiliates, on the other hand, or any director or officer of the Company, or any associate of any such director or officer.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth in the Item 1.01 above is hereby incorporated be reference into this Item 2.03.
ITEM 7.01. REGULATION FD DISCLOSURE
On January 2, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K are not included in this Current Report on Form 8-K. The Company will file the financial statements required by Item 9.01(a) of Form 8-K by amendment no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K is not included in this Current Report on Form 8-K. The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by amendment no later than 71 calendar days after the date that this Current Report on form 8-K is required to be filed.
(d) Exhibits:
|
|
|
|
|
|
Exhibit No. |
Description |
|
|
|
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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/ Todd King |
Date: |
January 2, 2026 |
|
Todd King
Chief Legal and Compliance Officer
|
EX-99.1
2
exhibit991-beachacquisitio.htm
EX-99.1
Document
PROG Holdings Closes Purchasing Power Acquisition
SALT LAKE CITY – January 2, 2026 – PROG Holdings, Inc. (NYSE: PRG), the fintech holding company for Progressive Leasing, Four Technologies, and Build, today announced that it has completed its previously announced acquisition of Purchasing Power, a leading voluntary employee benefit program that enables workers to purchase brand-name products and services through automatic payroll deductions or allotments.
"We are excited to officially welcome Purchasing Power to the PROG Holdings family," said Steve Michaels, President and Chief Executive Officer. "This acquisition will strengthen our ability to reach consumers through an employer-based channel and supports our long-standing commitment to improve financial access and inclusion for our customers."
The acquisition expands the reach of PROG’s transparent and flexible payment solutions. Purchasing Power partners with many of the nation’s largest employers—providing more than 7 million employees access to responsible purchasing options and financial wellness tools through a platform integrated directly with payroll systems for seamless transactions and predictable repayment flows. The acquisition also strengthens PROG Holdings’ reach and relationships across its ecosystem as Purchasing Power brings more than 360 employer partnerships.
With the transaction complete, Purchasing Power becomes a wholly owned subsidiary of PROG Holdings. The combined organization expects to leverage shared technology and operational capabilities to expand offerings, strengthen client relationships, deepen customer engagement, and support long-term growth.
Under the terms of the transaction announced on December 1, 2025, PROG Holdings acquired Purchasing Power for $420 million in cash, funded through a combination of cash on hand and debt financing.
About PROG Holdings, Inc.
PROG Holdings, Inc. (NYSE: PRG) is a fintech holding company headquartered in Salt Lake City, UT, that provides transparent and competitive payment options and inclusive consumer financial products. 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, provider of Buy Now, Pay Later payment options through its platform Four, and Build, provider of personal credit building products. More information on PROG Holdings' companies can be found at https://www.progholdings.com.
About Purchasing Power
Purchasing Power is an Atlanta-based voluntary benefit company providing financial wellness solutions to employers, including a leading employee purchase program for consumer products and services using payroll deduction. Helping employees achieve financial flexibility, Purchasing Power is available to millions of people through large companies including Fortune 500s, associations and government agencies.
Forward Looking Statements
Statements in this news release regarding PROG Holdings, Inc. 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 "will", "expects" and similar forward-looking terminology. These risks and uncertainties include, among others, the risks and uncertainties discussed under "Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025. Statements in this press release that are "forward-looking" include, without limitation, statements regarding the impact of the transaction on the Company’s ability to (i) reach more customers; (ii) strengthen its partner ecosystem; (iii) expand its offerings, including new product offerings; (iv) deepen and increase customer engagement; and (v) support long-term growth.
However, there can be no assurance that such expectations will occur. 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@progleasing.com
Media Contacts
PROG Holdings
Andy Watson
Senior Vice President, Marketing
andy.watson@progleasing.com
Purchasing Power
Nancy Bistritz-Balkan
Vice President, Marketing and Corporate Communications
nbbalkan@purchasingpower.com
エドガーで原本を確認する
