8-K
PROG Holdings, Inc. (PRG)
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): October 22, 2025
| PROG HOLDINGS, INC. |
|---|
(Exact name of Registrant as Specified in Charter)
| Georgia | 1-39628 | 85-2484385 | |||||
|---|---|---|---|---|---|---|---|
| (State or other Jurisdiction of Incorporation) | (Commission File<br><br>Number) | (IRS Employer<br><br>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. ☐
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 20, 2025, Vive Financial LLC (the "Seller"), a wholly-owned subsidiary of PROG Holdings, Inc. (the "Company") entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Fortiva Funding LLC (the "Purchaser"), a wholly-owned subsidiary of Atlanticus Holdings Corporation ("Atlanticus") and the Company, pursuant to which the Purchaser acquired approximately $165 million in receivables related to credit card accounts and retail loan accounts (collectively, the "Portfolio") and the Seller received approximately $150 million in cash. The Company is party to the Purchase Agreement solely to provide a guarantee of the Seller’s obligations thereunder.
The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this nature, as well as customary indemnification provisions, subject to certain deductibles and caps. The Purchase Agreement also contains a non-competition provision, pursuant to which the Seller and its affiliates are prohibited from, directly or indirectly, or through any business combination, engaging in the origination, marketing or servicing of open-end credit card products substantially similar to the Portfolio, subject to certain carveouts, for a period of three years following the closing date.
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.
In connection with the execution of the Purchase Agreement, the Seller and Atlanticus Services Corporation, a wholly-owned subsidiary of Atlanticus, entered into a transition services agreement (the "Transition Services Agreement"), pursuant to which the Seller has agreed to provide customary transition services, including receivables processing, collection and administration, for the benefit of the Purchaser for a limited period following the closing of the transaction.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 22, 2025, PROG Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 30, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
ITEM 7.01. OTHER EVENTS
On October 22, 2025, the Company issued a press release announcing the sale of the Portfolio, a copy of which is furnished as Exhibit 99.3 and is incorporated herein by reference.
The information contained in this Item 7.01, as well as Exhibit 99.3 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, datedOctober22, 2025. |
| 99.2 | PROG Holdings, Inc. Earnings Supplement Presentation, dated October 22, 2025. |
| 99.3 | Press release, dated October 22, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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/ Brian Garner | ||
| Date: | October 22, 2025 | Brian Garner<br><br>Chief Financial Officer |
Document
Exhibit 99.1
PROG Holdings Reports Third Quarter 2025 Results
•Consolidated revenues of $595.1 million; Net earnings of $33.1 million
•Adjusted EBITDA of $67.0 million
•Diluted EPS of $0.82; Non-GAAP Diluted EPS of $0.90
•Progressive Leasing GMV of $410.9 million
•Four Technologies grows GMV 162.8%; third consecutive quarter of positive Adjusted EBITDA
SALT LAKE CITY, October 22, 2025 - PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Vive Financial, Four Technologies, and Build today announced financial results for the third quarter ended September 30, 2025.
"Our third quarter results once again highlight the strength and consistency of our execution, even as consumers face ongoing economic pressures" said Steve Michaels, President and CEO of PROG Holdings. "We delivered strong earnings and expanded margins in our Progressive Leasing segment, despite modest revenue headwinds, while Four Technologies achieved its eighth consecutive quarter of triple-digit GMV and revenue growth, further validating the scalability and relevance of our BNPL platform."
"The sale of Vive is evidence of our active management of our portfolio of assets and marks a meaningful step in improving our capital efficiency. With strong free cash flow, a well-capitalized balance sheet, and the proceeds from the portfolio sale, we are well positioned to continue executing on our capital allocation strategy that balances strategic investments while returning excess capital to shareholders."
"Our focus is clear; we’re doubling down on our three-pillar strategy to Grow, Enhance, and Expand. We are investing in high-impact businesses and products, including Progressive Leasing, our direct-to-consumer channel, PROG Marketplace, and our fast-growing BNPL platform, Four Technologies, while maintaining the financial flexibility to support future growth and maximize long-term value creation."
"I’m incredibly proud of the team’s disciplined execution and the momentum we’ve built as we approach the end of 2025. With a strong product portfolio, solid financial foundation, and continued investment in customer experience, we are well positioned to deliver sustainable growth in 2026 and beyond," Michaels concluded.
Consolidated Results
Consolidated revenues for the third quarter of 2025 were $595.1 million, a decrease of 1.8% from the same period in 2024.
Consolidated net earnings for the quarter were $33.1 million, compared with $84.0 million in the prior year period. The year-ago consolidated net earnings included a $53.6 million non-cash, net tax benefit relating to the reversal of an uncertain tax position and accrued interest relating to that position. The effective income tax rate was 27.4% in the third quarter. Adjusted EBITDA for the quarter was $67.0 million, or 11.3% of revenues, compared with $63.5 million, or 10.5% of revenues for the same period in 2024.
Diluted earnings per share for the third quarter of 2025 were $0.82, compared with $1.94 in the year ago period. On a non-GAAP basis, diluted earnings per share were up 16.9% at $0.90 in the third quarter of 2025, compared with $0.77 for the same period in 2024. The Company's diluted weighted average shares outstanding in the third quarter were 6.2% lower year-over-year.
Progressive Leasing Results
Progressive Leasing's third quarter GMV of $410.9 million was down 10.0% compared to the same period in 2024. The provision for lease merchandise write-offs for the quarter was 7.4% of leasing revenues, within the Company's 6-8% targeted annual range.
Liquidity and Capital Allocation
PROG Holdings ended the third quarter of 2025 with cash of $292.6 million and gross debt of $600.0 million. The Company did not repurchase any shares during the third quarter and maintains $309.6 million of repurchase capacity under its $500 million share repurchase program. Additionally, the Company paid a quarterly cash dividend of $0.13 per share.
2025 Outlook
The Company is providing selective fourth quarter outlook metrics and updating its full year 2025 outlook. We have excluded Vive from our Outlook for both the fourth quarter and full year 2025 as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. The Vive segment will be presented as discontinued operations beginning in the fourth quarter of 2025. Net earnings from continuing operations excludes Vive's operations as well as the gain on the sale of the credit card portfolio. The outlook below assumes a difficult operating environment with soft demand for consumer durable goods, no material changes in the Company's current decisioning posture, an effective tax rate for Non-GAAP EPS of approximately 27%, and no impact from additional share repurchases.
| Revised 2025 Outlook | Previous 2025 Outlook | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | Low | High | Low | High | |||||||||||
| PROG Holdings - Total Revenues | $ | 2,410,000 | $ | 2,435,000 | $ | 2,450,000 | $ | 2,500,000 | |||||||
| PROG Holdings - Net Earnings from Continuing Operations | 124,300 | 128,800 | 120,000 | 125,000 | |||||||||||
| PROG Holdings - Adjusted EBITDA | 258,000 | 265,000 | 255,000 | 265,000 | |||||||||||
| PROG Holdings - Diluted EPS from Continuing Operations | 3.06 | 3.16 | 2.91 | 3.06 | |||||||||||
| PROG Holdings - Diluted Non-GAAP EPS from Continuing Operations | 3.35 | 3.45 | 3.20 | 3.35 | |||||||||||
| Progressive Leasing - Total Revenues | 2,330,000 | 2,345,000 | 2,325,000 | 2,360,000 | |||||||||||
| Progressive Leasing - Earnings Before Taxes | 180,000 | 185,000 | 179,000 | 185,000 | |||||||||||
| Progressive Leasing - Adjusted EBITDA | 256,000 | 261,000 | 255,000 | 261,000 | |||||||||||
| Other - Total Revenues | 80,000 | 90,000 | 65,000 | 75,000 | |||||||||||
| Other - Loss Before Taxes | (9,700) | (9,200) | (9,000) | (7,500) | |||||||||||
| Other - Adjusted EBITDA | 2,000 | 4,000 | 2,500 | 5,000 | Three Months Ended<br>December 31, 2025 Outlook | ||||||||||
| --- | --- | --- | --- | --- | --- | ||||||||||
| (In thousands, except per share amounts) | Low | High | |||||||||||||
| PROG Holdings - Total Revenues | $ | 575,000 | $ | 590,000 | |||||||||||
| PROG Holdings - Net Earnings from Continuing Operations | 17,000 | 24,000 | |||||||||||||
| PROG Holdings - Adjusted EBITDA | 47,000 | 54,000 | |||||||||||||
| PROG Holdings - Diluted EPS from Continuing Operations | 0.47 | 0.57 | |||||||||||||
| PROG Holdings - Diluted Non-GAAP EPS from Continuing Operations | 0.55 | 0.65 |
Conference Call and Webcast
The Company has scheduled a live webcast and conference call for Wednesday, October 22, 2025, at 8:30 A.M. ET to discuss its financial results for the third quarter of 2025. To access the live webcast, visit the Events and Presentations page of the Company’s Investor Relations website, https://investor.progholdings.com/.
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 to consumers. 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, a 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 and its companies can be found at https://investor.progholdings.com/.
Forward Looking Statements:
Statements, estimates and projections in this press release regarding our business 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 "continue," "maintaining," "target," "outlook," "assumes," and similar forward-looking terminology. These risks and uncertainties include (i) continued volatility and challenges in the macroeconomic environment and their impact on: (a) consumer confidence and customer demand for the merchandise that our retail partners sell, in particular consumer durables, such as home appliances, electronics and furniture; (b) our customers’ disposable income and their ability to make the lease and loan payments they owe the Company; (c) the availability of consumer credit; and (d) our overall financial performance and outlook; (ii) the impact of the uncertain macroeconomic environment on our proprietary algorithms and decisioning tools that we use to approve customers such that they are no longer indicative of our customers’ ability to perform, which in turn may limit the ability of our businesses to manage risk, avoid lease and loan charge-offs and may result in insufficient reserves to cover actual losses; (iii) a large percentage of Progressive Leasing's revenue being concentrated with several key retail partners, and the loss of any of these retail partner relationships materially and adversely affecting several aspects of our performance; (iv) Progressive Leasing being unable to attract additional retail partners and retain and grow its relationships with its existing retail partners, resulting in several aspects of our performance being materially and adversely affected; (v) Progressive Leasing being unable to attract new consumers and retain and grow its relationships with its existing customers materially and adversely affecting several aspects of our performance; (vi) Vive and Four’s business models differing significantly from Progressive Leasing’s lease-to-own business, which means each of these businesses have different risk profiles; (vii) our efforts to modernize and enhance certain enterprise-wide information management systems and technologies adversely impacting our businesses and operations; (viii) the inability of our businesses to successfully operate in highly and increasingly competitive industries materially and adversely affecting several aspects of our performance; (ix) our business, results of operations, financial condition, and prospects being materially and
adversely affected due to Progressive Leasing failing to maintain a consistently high level of consumer satisfaction and trust in its brand; (x) our businesses being subject to extensive federal, state and local laws and regulations, including certain laws and regulations unique to the industries in which our businesses operate, that may subject them to government investigations and significant monetary penalties, remediation expenses and compliance-related burdens that may result in them changing the manner in which they operate, which may be materially adverse to several aspects of our performance; (xi) our performance being materially and adversely affected due to the transactions offered to consumers by our businesses being negatively characterized by federal, state and local government officials, consumer advocacy groups and the media; (xii) our inability to protect confidential, proprietary, or sensitive information, including the confidential information of our customers, being adversely affected by cyber-attacks or similar disruptions, which may result in significant costs, litigation and reputational damage or otherwise have a material adverse impact on several aspects of our performance; (xiii) any significant disruption in our vendors' information technology systems, or disruptions in the information our businesses rely on in their lease and loan decisioning, materially and adversely affecting several aspects of our performance; (xiv) our capital allocation strategy and financial policies, including our current stock repurchase and dividend programs, as well as any potential debt repurchase program not being effective at enhancing shareholder value, or providing other benefits we expect; and (xv) the other 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, estimates and projections in this press release that are "forward-looking" include without limitation statements, estimates and projections about: (i) the benefits we expect from our sale of the Vive Financial portfolio, including improving our capital efficiency and increasing our financial flexibility to support future growth initiatives and maximize long-term value; (ii) the performance of our lease portfolio, including our annual write-offs; (iii) the progress of our Four Technologies business and the benefits we expect from that business; (iv) our ability to continue investing in our businesses and products and the benefits we expect from those investments; (v) our capital allocation strategy and plans; and (vi) our revised full year 2025 outlook and the guidance we provide for the fourth quarter. 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
PROG Holdings, Inc.
Consolidated Statements of Earnings
(In thousands, except per share data)
| (Unaudited) <br> Three Months Ended | (Unaudited)<br><br>Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| REVENUES: | ||||||||
| Lease Revenues and Fees | $ | 556,583 | $ | 582,551 | $ | 1,777,814 | $ | 1,773,617 |
| Interest and Fees on Loans Receivable | 38,525 | 23,594 | 106,045 | 66,559 | ||||
| 595,108 | 606,145 | 1,883,859 | 1,840,176 | |||||
| COSTS AND EXPENSES: | ||||||||
| Depreciation of Lease Merchandise | 378,499 | 401,070 | 1,224,049 | 1,217,440 | ||||
| Provision for Lease Merchandise Write-offs | 41,037 | 44,736 | 131,688 | 131,660 | ||||
| Operating Expenses | 122,043 | 111,108 | 357,548 | 346,350 | ||||
| 541,579 | 556,914 | 1,713,285 | 1,695,450 | |||||
| OPERATING PROFIT | 53,529 | 49,231 | 170,574 | 144,726 | ||||
| Interest Expense, Net | (7,882) | (7,384) | (25,121) | (22,973) | ||||
| EARNINGS BEFORE INCOME TAX | 45,647 | 41,847 | 145,453 | 121,753 | ||||
| INCOME TAX EXPENSE (BENEFIT) | 12,526 | (42,115) | 39,131 | (17,949) | ||||
| NET EARNINGS | $ | 33,121 | $ | 83,962 | $ | 106,322 | $ | 139,702 |
| EARNINGS PER SHARE | ||||||||
| Basic | $ | 0.83 | $ | 1.99 | $ | 2.64 | $ | 3.25 |
| Diluted | $ | 0.82 | $ | 1.94 | $ | 2.60 | $ | 3.19 |
| CASH DIVIDENDS DECLARED PER SHARE: | ||||||||
| Common Stock | $ | 0.13 | $ | 0.12 | $ | 0.39 | $ | 0.36 |
| WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||||||
| Basic | 39,700 | 42,264 | 40,220 | 42,969 | ||||
| Diluted | 40,481 | 43,169 | 40,960 | 43,804 |
PROG Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
| (Unaudited) | ||||
|---|---|---|---|---|
| September 30,<br>2025 | December 31,<br>2024 | |||
| ASSETS: | ||||
| Cash and Cash Equivalents | $ | 292,610 | $ | 95,655 |
| Accounts Receivable (net of allowances of $73,666 in 2025 and $71,607 in 2024) | 63,742 | 80,225 | ||
| Lease Merchandise (net of accumulated depreciation and allowances of $441,544 in 2025 and $440,831 in 2024) | 501,152 | 680,242 | ||
| Loans Receivable (net of allowances and unamortized fees of $61,805 in 2025 and $57,342 in 2024) | 160,350 | 146,985 | ||
| Property and Equipment, Net | 22,506 | 21,443 | ||
| Operating Lease Right-of-Use Assets | 2,969 | 4,035 | ||
| Goodwill | 296,061 | 296,061 | ||
| Other Intangibles, Net | 61,774 | 73,775 | ||
| Income Tax Receivable | 48,660 | 10,644 | ||
| Deferred Income Tax Assets | 24,442 | 26,472 | ||
| Prepaid Expenses and Other Assets | 72,335 | 78,230 | ||
| Total Assets | $ | 1,546,601 | $ | 1,513,767 |
| LIABILITIES & SHAREHOLDERS’ EQUITY: | ||||
| Accounts Payable and Accrued Expenses | $ | 101,314 | $ | 93,190 |
| Deferred Income Tax Liabilities | 105,707 | 74,320 | ||
| Customer Deposits and Advance Payments | 33,335 | 40,917 | ||
| Operating Lease Liabilities | 8,151 | 11,496 | ||
| Debt, Net | 594,537 | 643,563 | ||
| Total Liabilities | 843,044 | 863,486 | ||
| SHAREHOLDERS' EQUITY: | ||||
| Common Stock, Par Value $0.50 Per Share: Authorized: 225,000,000 Shares at September 30, 2025 and December 31, 2024; Shares Issued: 82,078,654 at September 30, 2025 and December 31, 2024 | 41,039 | 41,039 | ||
| Additional Paid-in Capital | 356,745 | 358,538 | ||
| Retained Earnings | 1,559,554 | 1,469,450 | ||
| 1,957,338 | 1,869,027 | |||
| Less: Treasury Shares at Cost | ||||
| Common Stock: 42,533,061 Shares at September 30, 2025 and 41,262,901 at December 31, 2024 | (1,253,781) | (1,218,746) | ||
| Total Shareholders’ Equity | 703,557 | 650,281 | ||
| Total Liabilities & Shareholders’ Equity | $ | 1,546,601 | $ | 1,513,767 |
PROG Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, | ||||
| 2025 | 2024 | |||
| OPERATING ACTIVITIES: | ||||
| Net Earnings | $ | 106,322 | $ | 139,702 |
| Adjustments to Reconcile Net Earnings to Cash Provided by Operating Activities: | ||||
| Depreciation of Lease Merchandise | 1,224,049 | 1,217,440 | ||
| Other Depreciation and Amortization | 18,253 | 20,780 | ||
| Provisions for Accounts Receivable and Loan Losses | 305,613 | 279,291 | ||
| Stock-Based Compensation | 21,633 | 21,588 | ||
| Deferred Income Taxes | 33,417 | (24,530) | ||
| Impairment of Assets | — | 6,018 | ||
| Income Tax Benefit from Reversal of Uncertain Tax Position Liabilities | — | (51,443) | ||
| Non-Cash Lease Expense | (2,280) | (2,605) | ||
| Other Changes, Net | (2,450) | (1,255) | ||
| Changes in Operating Assets and Liabilities: | ||||
| Additions to Lease Merchandise | (1,180,200) | (1,273,535) | ||
| Book Value of Lease Merchandise Sold or Disposed | 135,240 | 135,096 | ||
| Accounts Receivable | (236,707) | (240,409) | ||
| Prepaid Expenses and Other Assets | 8,742 | (18,865) | ||
| Income Tax Receivable and Payable | (40,460) | 26,251 | ||
| Accounts Payable and Accrued Expenses | 6,275 | (7,998) | ||
| Customer Deposits and Advance Payments | (7,582) | (2,513) | ||
| Cash Provided by Operating Activities | 389,865 | 223,013 | ||
| INVESTING ACTIVITIES: | ||||
| Investments in Loans Receivable | (596,455) | (282,039) | ||
| Proceeds from Loans Receivable | 534,863 | 252,268 | ||
| Purchases of Property and Equipment | (7,449) | (6,037) | ||
| Proceeds from Sale of Property and Equipment | — | 119 | ||
| Other Proceeds | — | 41 | ||
| Cash Used in Investing Activities | (69,041) | (35,648) | ||
| FINANCING ACTIVITIES: | ||||
| Repayments on Revolving Facility | (50,000) | — | ||
| Dividends Paid | (15,625) | (15,423) | ||
| Acquisition of Treasury Stock | (51,775) | (98,187) | ||
| Issuance of Stock Under Stock Option and Employee Purchase Plans | 1,028 | 855 | ||
| Cash Paid for Shares Withheld for Employee Taxes | (7,413) | (8,300) | ||
| Debt Issuance Costs | (84) | — | ||
| Cash Used in Financing Activities | (123,869) | (121,055) | ||
| Increase in Cash and Cash Equivalents | 196,955 | 66,310 | ||
| Cash and Cash Equivalents at Beginning of Period | 95,655 | 155,416 | ||
| Cash and Cash Equivalents at End of Period | $ | 292,610 | $ | 221,726 |
| Net Cash Paid During the Period: | ||||
| Interest | $ | 19,119 | $ | 18,695 |
| Income Taxes | $ | 46,068 | $ | 31,809 |
PROG Holdings, Inc.
Quarterly Revenues by Segment
(In thousands)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||
| September 30, 2025 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Lease Revenues and Fees | $ | 556,583 | $ | — | $ | — | $ | 556,583 |
| Interest and Fees on Loans Receivable | — | 17,402 | 21,123 | 38,525 | ||||
| Total Revenues | $ | 556,583 | $ | 17,402 | $ | 21,123 | $ | 595,108 |
| (Unaudited) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | ||||||||
| September 30, 2024 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Lease Revenues and Fees | $ | 582,551 | $ | — | $ | — | $ | 582,551 |
| Interest and Fees on Loans Receivable | — | 16,000 | 7,594 | 23,594 | ||||
| Total Revenues | $ | 582,551 | $ | 16,000 | $ | 7,594 | $ | 606,145 |
PROG Holdings, Inc.
Nine Month Revenues by Segment
(In thousands)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Nine Months Ended | ||||||||
| September 30, 2025 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Lease Revenues and Fees | $ | 1,777,814 | $ | — | $ | — | $ | 1,777,814 |
| Interest and Fees on Loans Receivable | — | 49,221 | 56,824 | 106,045 | ||||
| Total Revenues | $ | 1,777,814 | $ | 49,221 | $ | 56,824 | $ | 1,883,859 |
| (Unaudited) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Nine Months Ended | ||||||||
| September 30, 2024 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Lease Revenues and Fees | $ | 1,773,617 | $ | — | $ | — | $ | 1,773,617 |
| Interest and Fees on Loans Receivable | — | 47,471 | 19,088 | 66,559 | ||||
| Total Revenues | $ | 1,773,617 | $ | 47,471 | $ | 19,088 | $ | 1,840,176 |
PROG Holdings, Inc.
Quarterly Gross Merchandise Volume by Segment
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | ||||
| 2025 | 2024 | |||
| Progressive Leasing | $ | 410,943 | $ | 456,651 |
| Vive | 46,308 | 38,755 | ||
| Other | 163,086 | 62,058 | ||
| Total GMV | $ | 620,337 | $ | 557,464 |
Use of Non-GAAP Financial Information:
Non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA are supplemental measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). Non-GAAP diluted earnings per share from continuing operations for the full year 2025 and fourth quarter 2025 outlook excludes intangible amortization expense, and also excludes Vive as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. The Vive segment will be presented as discontinued operations beginning in the fourth quarter of 2025. Adjusted EBITDA for the full year 2025 and fourth quarter 2025 outlook excludes Vive's operations as well as the gain on the sale of the credit card portfolio. Non-GAAP net earnings and non-GAAP diluted earnings per share for the three and nine months ended September 30, 2025 exclude intangible amortization expense, transaction costs and costs related to the cybersecurity incident, net of insurance recoveries. Non-GAAP net earnings and non-GAAP diluted earnings per share for the three and nine months ended September 30, 2024 exclude intangible amortization expense, restructuring expenses, costs related to the cybersecurity incident, and reversal of the uncertain tax position related to Progressive Leasing's $175 million settlement with the FTC in 2020. The amount for the after-tax non-GAAP adjustment, which is tax effected using our statutory tax rate, can be found in the reconciliation of net earnings and diluted earnings per share to non-GAAP net earnings and diluted earnings per share table in this press release.
The Adjusted EBITDA figures presented in this press release are calculated as the Company’s earnings before interest expense, net, depreciation on property and equipment, amortization of intangible assets and income taxes. Adjusted EBITDA for the full year 2025 and fourth quarter 2025 outlook excludes stock-based compensation expense and the operations of Vive. Adjusted EBITDA for the three and nine months ended September 30, 2025 excludes stock-based compensation expense, costs related to the cybersecurity incident, net of insurance recoveries and transaction costs. Adjusted EBITDA for the three and nine months ended September 30, 2024 excludes stock-based compensation expense, restructuring expenses, and costs related to the cybersecurity incident, net of insurance recoveries. The amounts for these pre-tax non-GAAP adjustments can be found in the segment EBITDA tables in this press release.
Management believes that non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA provide relevant and useful information, and are widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance.
Non-GAAP net earnings, non-GAAP diluted earnings, and adjusted EBITDA provide management and investors with an understanding of the results from the primary operations of our business by excluding the effects of certain items that generally arose from larger, one-time transactions that are not reflective of the ordinary earnings activity of our operations or transactions that have variability and volatility of the amount. We believe the exclusion of stock-based compensation expense provides for a better comparison of our operating results with our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. This measure may be useful to an investor in evaluating the underlying operating performance of our business.
Adjusted EBITDA also provides management and investors with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. These measures may be useful to an investor in evaluating our operating performance because the measures:
•Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors.
•Are used by rating agencies, lenders and other parties to evaluate our creditworthiness.
•Are used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for strategic planning and forecasting.
Non-GAAP financial measures, however, should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, such as the Company’s GAAP basis net earnings and diluted earnings per share and the GAAP revenues and earnings before income taxes of the Company’s segments, which are also presented in the press release. Further, we caution investors that amounts presented in accordance with our definitions of non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner.
PROG Holdings, Inc.
Reconciliation of Net Earnings and Diluted Earnings Per Share to
Non-GAAP Net Earnings and Diluted Earnings Per Share
(In thousands, except per share amounts)
| (Unaudited) | (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Net Earnings | $ | 33,121 | $ | 83,962 | $ | 106,322 | $ | 139,702 |
| Add: Intangible Amortization Expense | 3,999 | 4,000 | 12,000 | 13,889 | ||||
| Add: Transaction Costs | 200 | — | 200 | — | ||||
| Add: Restructuring Expense | — | 6 | — | 20,906 | ||||
| Add: Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | 58 | 114 | 167 | 346 | ||||
| Less: Tax Impact of Adjustments(1) | (1,107) | (1,071) | (3,216) | (9,138) | ||||
| Less: Reversal of Uncertain Tax Position | — | (53,599) | — | (53,599) | ||||
| Add: Accrued Interest on Uncertain Tax Position | — | — | — | 2,156 | ||||
| Non-GAAP Net Earnings | $ | 36,271 | $ | 33,412 | $ | 115,473 | $ | 114,262 |
| Diluted Earnings Per Share | $ | 0.82 | $ | 1.94 | $ | 2.60 | $ | 3.19 |
| Add: Intangible Amortization Expense | 0.10 | 0.09 | 0.29 | 0.32 | ||||
| Add: Transaction Costs | — | — | — | — | ||||
| Add: Restructuring Expense | — | — | — | 0.48 | ||||
| Add: Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | — | — | — | 0.01 | ||||
| Less: Tax Impact of Adjustments(1) | (0.03) | (0.02) | (0.08) | (0.21) | ||||
| Less: Reversal of Uncertain Tax Position | — | (1.24) | — | (1.22) | ||||
| Add: Accrued Interest on Uncertain Tax Position | — | — | — | 0.05 | ||||
| Non-GAAP Diluted Earnings Per Share(2) | $ | 0.90 | $ | 0.77 | $ | 2.82 | $ | 2.61 |
| Diluted Weighted Average Shares Outstanding | 40,481 | 43,169 | 40,960 | 43,804 |
(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.
(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.
PROG Holdings, Inc.
Non-GAAP Financial Information
Quarterly Segment Adjusted EBITDA
(In thousands)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||
| September 30, 2025 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Net Earnings | $ | 33,121 | ||||||
| Income Tax Expense(1) | 12,526 | |||||||
| Earnings (Loss) Before Income Tax Expense | $ | 46,738 | $ | (74) | $ | (1,017) | 45,647 | |
| Interest Expense, Net | 5,921 | 269 | 1,692 | 7,882 | ||||
| Depreciation | 1,346 | 138 | 659 | 2,143 | ||||
| Amortization | 3,770 | — | 229 | 3,999 | ||||
| EBITDA | 57,775 | 333 | 1,563 | 59,671 | ||||
| Stock-Based Compensation | 6,638 | 47 | 412 | 7,097 | ||||
| Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | 58 | — | — | 58 | ||||
| Transaction Costs | — | 200 | — | 200 | ||||
| Adjusted EBITDA | $ | 64,471 | $ | 580 | $ | 1,975 | $ | 67,026 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||
| September 30, 2024 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Net Earnings | $ | 83,962 | ||||||
| Income Tax Expense (Benefit)(1) | (42,115) | |||||||
| Earnings (Loss) Before Income Tax Expense | $ | 47,177 | $ | (1,441) | $ | (3,889) | 41,847 | |
| Interest Expense, Net | 7,700 | — | (316) | 7,384 | ||||
| Depreciation | 1,619 | 155 | 491 | 2,265 | ||||
| Amortization | 3,771 | — | 229 | 4,000 | ||||
| EBITDA | 60,267 | (1,286) | (3,485) | 55,496 | ||||
| Stock-Based Compensation | 6,059 | 354 | 1,438 | 7,851 | ||||
| Restructuring Expense | 6 | — | — | 6 | ||||
| Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | 114 | — | — | 114 | ||||
| Adjusted EBITDA | $ | 66,446 | $ | (932) | $ | (2,047) | $ | 63,467 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
PROG Holdings, Inc.
Non-GAAP Financial Information
Nine Month Segment Adjusted EBITDA
(In thousands)
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Nine Months Ended | ||||||||
| September 30, 2025 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Net Earnings | $ | 106,322 | ||||||
| Income Tax Expense(1) | 39,131 | |||||||
| Earnings (Loss) Before Income Tax Expense | $ | 146,909 | $ | (398) | $ | (1,058) | 145,453 | |
| Interest Expense, Net | 19,508 | 634 | 4,979 | 25,121 | ||||
| Depreciation | 4,004 | 424 | 1,825 | 6,253 | ||||
| Amortization | 11,312 | — | 688 | 12,000 | ||||
| EBITDA | 181,733 | 660 | 6,434 | 188,827 | ||||
| Stock-Based Compensation | 19,510 | 253 | 1,870 | 21,633 | ||||
| Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | 167 | — | — | 167 | ||||
| Transaction Costs | — | 200 | — | 200 | ||||
| Adjusted EBITDA | $ | 201,410 | $ | 1,113 | $ | 8,304 | $ | 210,827 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
| (Unaudited) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Nine Months Ended | ||||||||
| September 30, 2024 | ||||||||
| Progressive Leasing | Vive | Other | Consolidated Total | |||||
| Net Earnings | $ | 139,702 | ||||||
| Income Tax Expense (Benefit)(1) | (17,949) | |||||||
| Earnings (Loss) Before Income Tax Expense | $ | 136,596 | $ | 108 | $ | (14,951) | 121,753 | |
| Interest Expense, Net | 23,922 | — | (949) | 22,973 | ||||
| Depreciation | 5,080 | 487 | 1,324 | 6,891 | ||||
| Amortization | 13,201 | — | 688 | 13,889 | ||||
| EBITDA | 178,799 | 595 | (13,888) | 165,506 | ||||
| Stock-Based Compensation | 16,905 | 1,052 | 3,631 | 21,588 | ||||
| Restructuring Expense | 18,278 | — | 2,628 | 20,906 | ||||
| Costs Related to the Cybersecurity Incident, Net of Insurance Recoveries | 346 | — | — | 346 | ||||
| Adjusted EBITDA | $ | 214,328 | $ | 1,647 | $ | (7,629) | $ | 208,346 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
PROG Holdings, Inc.
Non-GAAP Financial Information
Reconciliation of Full Year 2025 Outlook for Adjusted EBITDA
(In thousands)
| Revised Fiscal Year 2025 Ranges | |||
|---|---|---|---|
| Progressive Leasing | Other | Consolidated Total | |
| Estimated Net Earnings from Continuing Operations | $124,300 - $128,800 | ||
| Income Tax Expense(1) | 46,000 - 47,000 | ||
| Projected Earnings (Loss) from Continuing Operations Before Income Tax Expense | $180,000 - $185,000 | $(9,700) - $(9,200) | 170,300 - 175,800 |
| Interest Expense, Net | 30,000 - 28,000 | 6,200 - 6,700 | 36,200 - 34,700 |
| Depreciation | 5,000 - 6,000 | 2,500 | 7,500 - 8,500 |
| Amortization | 15,000 | 1,000 | 16,000 |
| Projected EBITDA | 230,000 - 234,000 | 0 - 1,000 | 230,000 - 235,000 |
| Stock-Based Compensation | 26,000 - 27,000 | 2,000 - 3,000 | 28,000 - 30,000 |
| Projected Adjusted EBITDA | $256,000 - $261,000 | $2,000 - $4,000 | $258,000 - $265,000 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
| Previous Fiscal Year 2025 Ranges | ||||
|---|---|---|---|---|
| Progressive Leasing | Vive | Other | Consolidated Total | |
| Estimated Net Earnings | $120,000 - $125,000 | |||
| Income Tax Expense(1) | 45,000 - 49,000 | |||
| Projected Earnings (Loss) Before Income Tax Expense | $179,000 - $185,000 | $(5,000) - $(3,500) | $(9,000) - $(7,500) | 165,000 - 174,000 |
| Interest Expense, Net | 30,000 - 28,000 | 1,000 | 6,000 | 37,000 - 35,000 |
| Depreciation | 5,000 - 6,000 | 500 | 2,500 | 8,000 - 9,000 |
| Amortization | 15,000 | — | 1,000 | 16,000 |
| Projected EBITDA | 229,000 - 234,000 | (3,500) - (2,000) | 500 - 2,000 | 226,000 - 234,000 |
| Stock-Based Compensation | 26,000 - 27,000 | 1,000 | 2,000 - 3,000 | 29,000 - 31,000 |
| Projected Adjusted EBITDA | $255,000 - $261,000 | $(2,500) - $(1,000) | $2,500 - $5,000 | $255,000 - $265,000 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
PROG Holdings, Inc.
Non-GAAP Financial Information
Reconciliation of the Three Months Ended December 31, 2025 Outlook for Adjusted EBITDA
(In thousands)
| Three Months Ended <br>December 31, 2025 | |
|---|---|
| Consolidated Total | |
| Estimated Net Earnings from Continuing Operations | $17,000 - $24,000 |
| Income Tax Expense(1) | 8,000 - 7,000 |
| Projected Earnings from Continuing Operations Before Income Tax Expense | 25,000 - 31,000 |
| Interest Expense, Net | 9,000 - 8,000 |
| Depreciation | 3,000 |
| Amortization | 4,000 |
| Projected EBITDA | 41,000 - 46,000 |
| Stock-Based Compensation | 6,000 - 8,000 |
| Projected Adjusted EBITDA | $47,000 - $54,000 |
(1) Taxes are calculated on a consolidated basis and are not identifiable by Company segment.
PROG Holdings, Inc.
Reconciliation of Full Year 2025 Outlook for Diluted Earnings Per Share
to Non-GAAP Diluted Earnings Per Share
| Revised<br>Full Year 2025 Ranges | ||||
|---|---|---|---|---|
| Low | High | |||
| Projected Diluted Earnings Per Share from Continuing Operations | $ | 3.06 | $ | 3.16 |
| Add: Projected Intangible Amortization Expense | 0.39 | 0.39 | ||
| Subtract: Tax Effect on Non-GAAP Adjustments(1) | (0.10) | (0.10) | ||
| Projected Non-GAAP Diluted Earnings Per Share from Continuing Operations(2) | $ | 3.35 | $ | 3.45 |
(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.
(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.
| Previous<br><br>Full Year 2025 Ranges | ||||
|---|---|---|---|---|
| Low | High | |||
| Projected Diluted Earnings Per Share | $ | 2.91 | $ | 3.06 |
| Add: Projected Intangible Amortization Expense | 0.39 | 0.39 | ||
| Subtract: Tax Effect on Non-GAAP Adjustments(1) | (0.10) | (0.10) | ||
| Projected Non-GAAP Diluted Earnings Per Share(2) | $ | 3.20 | $ | 3.35 |
(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.
(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.
PROG Holdings, Inc.
Reconciliation of the Three Months Ended December 31, 2025 Outlook for Diluted
Earnings Per Share to Non-GAAP Diluted Earnings Per Share
| Three Months Ended <br>December 31, 2025 | ||||
|---|---|---|---|---|
| Low | High | |||
| Projected Diluted Earnings Per Share from Continuing Operations | $ | 0.47 | $ | 0.57 |
| Add: Projected Intangible Amortization Expense | 0.10 | 0.10 | ||
| Subtract: Tax Effect on Non-GAAP Adjustments(1) | (0.03) | (0.03) | ||
| Projected Non-GAAP Diluted Earnings Per Share from Continuing Operations(2) | $ | 0.55 | $ | 0.65 |
(1)Adjustments are tax-effected using an assumed statutory tax rate of 26%.
(2)In some cases, the sum of individual EPS amounts may not equal total non-GAAP EPS calculations due to rounding.
ex-992q32025earningssupp
PROG Internal PROG Holdings, Inc. Q3 2025 Earnings Supplement October 22, 2025 Exhibit 99.2
Statements, estimates and projections in this earnings supplement regarding our business 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 “continue”, “maintaining”, “target”, “outlook”, “assumes”, and similar forward-looking terminology. These risks and uncertainties include (i) continued volatility and challenges in the macro-economic environment and their impact on: (a) consumer confidence and customer demand for the merchandise that our retail partners sell, in particular consumer durables, such as home appliances, electronics and furniture; (b) our customers’ disposable income and their ability to make the lease and loan payments they owe the Company; (c) the availability of consumer credit; and (d) our overall financial performance and outlook; (ii) the impact of the uncertain macro-economic environment on our proprietary algorithms and decisioning tools that we use to approve customers such that they are no longer indicative of our customers’ ability to perform, which in turn may limit the ability of our businesses to manage risk, avoid lease and loan charge-offs and may result in insufficient reserves to cover actual losses; (iii) a large percentage of Progressive Leasing's revenue being concentrated with several key retail partners, and the loss of any of these retail partner relationships materially and adversely affecting several aspects of our performance; (iv) Progressive Leasing being unable to attract additional retail partners and retain and grow its relationships with its existing retail partners, resulting in several aspects of our performance being materially and adversely affected; (v) Progressive Leasing being unable to attract new consumers and retain and grow its relationships with its existing customers materially and adversely affecting several aspects of our performance; (vi) Vive and Four’s business models differing significantly from Progressive Leasing’s lease-to-own business, which means each of these businesses have different risk profiles; (vii) our efforts to modernize and enhance certain enterprise-wide information management systems and technologies adversely impacting our businesses and operations; (viii) the inability of our businesses to successfully operate in highly and increasingly competitive industries materially and adversely affecting several aspects of our performance; (ix) our business, results of operations, financial condition, and prospects being materially and adversely affected due to Progressive Leasing failing to maintain a consistently high level of consumer satisfaction and trust in its brand; (x) our businesses being subject to extensive federal, state and local laws and regulations, including certain laws and regulations unique to the industries in which our businesses operate, that may subject them to government investigations and significant monetary penalties, remediation expenses and compliance-related burdens that may result in them changing the manner in which they operate, which may be materially adverse to several aspects of our performance; (xi) our performance being materially and adversely affected due to the transactions offered to consumers by our businesses being negatively characterized by federal, state and local government officials, consumer advocacy groups and the media; (xii) our inability to protect confidential, proprietary, or sensitive information, including the confidential information of our customers, being adversely affected by cyber-attacks or similar disruptions, which may result in significant costs, litigation and reputational damage or otherwise have a material adverse impact on several aspects of our performance; (xiii) any significant disruption in our vendors' information technology systems, or disruptions in the information our businesses rely on in their lease and loan decisioning, materially and adversely affecting several aspects of our performance; (xiv) our capital allocation strategy and financial policies, including our current stock repurchase and dividend programs, as well as any potential debt repurchase program not being effective at enhancing shareholder value, or providing other benefits we expect; and (xv) the other 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, estimates and projections in this earnings supplement that are "forward-looking" include without limitation statements, estimates and projections about: (i) the benefits we expect from our sale of the Vive Financial portfolio, including improving our capital efficiency and increasing our financial flexibility to support future growth initiatives and maximize long-term value; (ii) the performance of our lease portfolio, including our annual write-offs; (iii) the progress of our Four Technologies business and the benefits we expect from that business; (iv) our ability to continue investing in our businesses and products and the benefits we expect from those investments; (v) our capital allocation strategy and plans; and (vi) our revised full year 2025 outlook and the guidance we provide for the fourth quarter. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this earnings supplement. 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 earnings supplement. Use of Forward-Looking Statements
3 PROG Holdings Q3 2025 Headlines • Consolidated revenues of $595.1 million; Net earnings of $33.1 million • Adjusted EBITDA of $67.0 million • Diluted EPS of $0.82; Non-GAAP Diluted EPS of $0.90 • Progressive Leasing GMV of $410.9 million • Four Technologies grows GMV 162.8%; third consecutive quarter of positive Adjusted EBITDA
PROG Internal "Our third quarter results once again highlight the strength and consistency of our execution, even as consumers face ongoing economic pressures" said Steve Michaels, President and CEO of PROG Holdings. "We delivered strong earnings and expanded margins in our Progressive Leasing segment, despite modest revenue headwinds, while Four Technologies achieved its eighth consecutive quarter of triple-digit GMV and revenue growth, further validating the scalability and relevance of our BNPL platform.“ "The sale of Vive is evidence of our active management of our portfolio of assets and marks a meaningful step in improving our capital efficiency. With strong free cash flow, a well-capitalized balance sheet, and the proceeds from the portfolio sale, we are well positioned to continue executing on our capital allocation strategy that balances strategic investments while returning excess capital to shareholders.“ "Our focus is clear; we’re doubling down on our three-pillar strategy to Grow, Enhance and Expand. We are investing in high-impact businesses and products, including Progressive Leasing, our direct-to-consumer channel, PROG Marketplace, and our fast- growing BNPL platform Four Technologies, while maintaining the financial flexibility to support future growth and maximize long-term value creation." "I'm incredibly proud of the team's disciplined execution and the momentum we've built as we approach the end of 2025. With a strong product portfolio, solid financial foundation, and continued investment in customer experience, we are well positioned to deliver sustainable growth in 2026 and beyond," Michaels concluded. Steve Michaels President and CEO, PROG Holdings, Inc. PROG Holdings Executive Commentary
PROG Internal Adjusted EBITDA in millions 5 $606.1 $623.3 $684.1 $604.7 $595.1 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Non-GAAP EPSRevenue in millions 10.5% 10.5% 10.3% 12.2% 11.3% Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Adjusted EBITDA as a % of PROG Holdings consolidated revenues PROG Holdings Q3 Consolidated Results $63.5 $65.7 $70.3 $73.5 $67.0 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 $0.77 $0.80 $0.90 $1.02 $0.90 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 • Consolidated revenue declined 1.8%, driven by a smaller lease portfolio but partially offset by strong growth at Four Technologies • Non-GAAP EPS was up 16.9% year- over-year • The year-over-year increase in Adjusted EBITDA was a result of strong margins in the Progressive Leasing segment and a swing to positive Adjusted EBITDA compared to a loss at Four Technologies in Q3 2024
PROG Internal $582.6 $592.9 $651.6 $569.7 $556.6 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Write-Offs* as a % of Progressive Leasing revenues 6 $456.7 $597.5 $402.0 $413.9 $410.9 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 GMV in millions 7.7% 7.9% 7.4% 7.5% 7.4% Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Adjusted EBITDA as a % of Progressive Leasing revenues Progressive Leasing Q3 Segment Results Revenue in millions *Provision for lease merchandise write-offs 11.4% 11.1% 10.3% 12.2% 11.6% Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 • Year-over-year GMV was down 10.0% driven by the bankruptcy of a large national partner and tighter decisioning, partially offset by growth in the rest of the business • Revenue declined 4.5% year-over- year • Write-offs as a percentage of revenue for the quarter were 7.4%, improving sequentially and year- over-year
PROG Internal Results
PROG Internal 2025 2024 Revenue $595.1 $606.1 -1.8% GAAP Net Earnings* $33.1 $84.0 -60.6% Adjusted Net Earnings $36.3 $33.4 8.7% Adjusted EBITDA $ $67.0 $63.5 5.5% Adjusted EBITDA % 11.3% 10.5% 80 bps GAAP Diluted Earnings Per Share* $0.82 $1.94 -57.7% Non-GAAP Diluted Earnings Per Share $0.90 $0.77 16.9% Three Months Ended September 30 Change All dollar amounts in millions except EPS GAAP to non-GAAP reconciliation tables available in appendix *Q3 2024 GAAP Net Earnings and GAAP Diluted Earnings Per Share included a $53.6 million non-cash net tax benefit relating to the reversal of an uncertain tax position and accrued interest relating to that position PROG Holdings Consolidated Q3 Results
PROG Internal 2025 2024 GMV $410.9 $456.7 -10.0% Revenue $556.6 $582.6 -4.5% Gross Margin % 32.0% 31.2% 80 bps SG&A % 14.2% 13.1% 110 bps Write-Off %** 7.4% 7.7% -30 bps Adjusted EBITDA $ $64.5 $66.5 -3.0% Adjusted EBITDA % 11.6% 11.4% 20 bps Three Months Ended September 30 Change* *In some cases, the change column may result in a material difference due to rounding **The provision for lease merchandise write-offs as a percentage of Progressive Leasing revenue All dollar amounts in millions GAAP to non-GAAP reconciliation tables available in appendix Progressive Leasing Q3 Segment Results
PROG Internal *(Gross debt minus cash and cash equivalents) divided by trailing 12 month adjusted EBITDA PROG Holdings Consolidated Results Cash and Cash Equivalents As of 9/30/2025 $292.6M Gross Debt As of 9/30/2025 $600M Net Leverage Ratio* As of 9/30/2025 1.11x Cash Flow From Operations Nine Months Ended 9/30/2025 $389.9M
PROG Internal 11 PROG Holdings Full-Year 2025 Outlook The Company is providing selective fourth quarter outlook metrics and updating its full year 2025 outlook. We have excluded Vive from our Outlook for both the fourth quarter and full year 2025 as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. The Vive segment will be presented as discontinued operations beginning in the fourth quarter of 2025. Net earnings from continuing operations excludes Vive's operations as well as the gain on the sale of the credit card portfolio. The outlook assumes a difficult operating environment with soft demand for consumer durable goods, no material changes in the Company's current decisioning posture, an effective tax rate for Non-GAAP EPS of approximately 27%, and no impact from additional share repurchases.
PROG Internal 12 PROG Holdings Q4 2025 Outlook The Company is providing selective fourth quarter outlook metrics and updating its full year 2025 outlook. We have excluded Vive from our Outlook for both the fourth quarter and full year 2025 as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. The Vive segment will be presented as discontinued operations beginning in the fourth quarter of 2025. Net earnings from continuing operations excludes Vive's operations as well as the gain on the sale of the credit card portfolio. The outlook assumes a difficult operating environment with soft demand for consumer durable goods, no material changes in the Company's current decisioning posture, an effective tax rate for Non-GAAP EPS of approximately 27%, and no impact from additional share repurchases.
PROG Internal
PROG Internal Non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA are supplemental measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). Non-GAAP diluted earnings per share from continuing operations for the full year 2025 and fourth quarter 2025 outlook excludes intangible amortization expense and also excludes Vive as its normal operations have been discontinued as a result of the sale of its credit card portfolio in October 2025. The Vive segment will be presented as discontinued operations beginning in the fourth quarter of 2025. Adjusted EBITDA excludes Vive's operations as well as the gain on the sale of the credit card portfolio. Non-GAAP net earnings and non-GAAP diluted earnings per share for the three and nine months ended September 30, 2025, exclude intangible amortization expense, transaction costs and costs related to the cybersecurity incident, net of insurance recoveries. Non-GAAP net earnings and non-GAAP diluted earnings per share for the three and nine months ended September 30, 2024 exclude intangible amortization expense, restructuring expenses, costs related to the cybersecurity incident, and reversal of the uncertain tax position related to Progressive Leasing’s $175 million settlement with the FTC in 2020. The amount for the after-tax non-GAAP adjustment, which is tax effected using our statutory tax rate, can be found in the reconciliation of net earnings and diluted earnings per share to non-GAAP net earnings and diluted earnings per share table in this presentation. The Adjusted EBITDA figures presented in this presentation are calculated as the Company’s earnings before interest expense, net, depreciation on property and equipment, amortization of intangible assets and income taxes. Adjusted EBITDA for the full year 2025 and fourth quarter 2025 outlook excludes stock-based compensation expense. Adjusted EBITDA for the three and nine months ended September 30, 2025 excludes stock-based compensation expense, costs related to the cybersecurity incident, net of insurance recoveries and transaction costs. Adjusted EBITDA for the three and nine months ended September 30, 2024 excludes stock-based compensation expense, restructuring expenses, and costs related to the cybersecurity incident, net of insurance recoveries. The amounts for these pre-tax non-GAAP adjustments can be found in the segment EBITDA tables in this presentation. Management believes that non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA provide relevant and useful information, and are widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance. Non-GAAP net earnings, non-GAAP diluted earnings, and adjusted EBITDA provide management and investors with an understanding of the results from the primary operations of our business by excluding the effects of certain items that generally arose from larger, one-time transactions that are not reflective of the ordinary earnings activity of our operations or transactions that have variability and volatility of the amount. We believe the exclusion of stock-based compensation expense provides for a better comparison of our operating results with our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. This measure may be useful to an investor in evaluating the underlying operating performance of our business. Adjusted EBITDA also provides management and investors with an understanding of one aspect of earnings before the impact of investing and financing charges and income taxes. These measures may be useful to an investor in evaluating our operating performance because the measures: • Are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors. • Are used by rating agencies, lenders and other parties to evaluate our creditworthiness. • Are used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for strategic planning and forecasting. Non-GAAP financial measures, however, should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, such as the Company’s GAAP basis net earnings and diluted earnings per share and the GAAP revenues and earnings before income taxes of the Company’s segments, which are also included in the presentation. Further, we caution investors that amounts presented in accordance with our definitions of non-GAAP net earnings, non-GAAP diluted earnings per share, and adjusted EBITDA may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. Use of Non-GAAP Financial Measures
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Reconciliation of Net Earnings and Diluted Earnings Per Share to Non- GAAP Net Earnings and Diluted Earnings Per Share (In thousands, except per share amounts)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Quarterly Segment EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Consolidated & Progressive Leasing Adjusted EBITDA %
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Revised Full Year 2025 Outlook for Adjusted EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Previous Full Year 2025 Outlook for Adjusted EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of the Three Months Ended December 31, 2025 Outlook for Adjusted EBITDA (In thousands)
PROG Internal GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Revised Full Year 2025 Outlook for Diluted Earnings Per Share to Non-GAAP Diluted Earnings Per Share
GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of Previous Full Year 2025 Outlook for Diluted Earnings Per Share to Non-GAAP Diluted Earnings Per Share
GAAP to non-GAAP Reconciliation Tables PROG Holdings, Inc. Non-GAAP Financial Information Reconciliation of the Three Months Ended December 31, 2025 Outlook for Diluted Earnings Per Share to Non- GAAP Diluted Earnings Per Share
PROG Internal
ex-993progpressreleasepr
PROG Holdings Announces Sale of Vive Credit Card Receivables Portfolio to Atlanticus Companies Align as Partners to Better Serve Retailers and Customers SALT LAKE CITY, October 22, 2025 – PROG Holdings, Inc. (NYSE:PRG), the fintech holding company for Progressive Leasing, Four Technologies, and Build, today announced the sale of its Vive Financial credit card receivables portfolio to Atlanticus Holdings Corporation (NASDAQ: ATLC). The transaction is expected to improve PROG Holdings’ capital efficiency and profitability profile while maintaining access to second-look credit solutions for near and below-prime consumers. “Today’s announcement reflects our continuing commitment to optimize capital returns while providing wide-ranging, best-in-class flexible payment options to underserved consumers,” said Steve Michaels, PROG Holdings’ President and Chief Executive Officer. “Atlanticus is a natural partner for us in this transaction, as they share our commitment to grow our respective businesses, while providing customers and retail partners with exceptional service. Going forward, we expect to partner with each other to pursue new opportunities.” Jeff Howard, President and Chief Executive of Atlanticus, commented, “We are pleased to be able to leverage our portfolio acquisition expertise to facilitate PROG’s exit of the Vive line of business. We are excited to deepen and add numerous retail partner relationships as well as establish a meaningful partnership with PROG Holdings.” Under the terms of the agreement, PROG Holdings received approximately $150 million in cash and Atlanticus acquired approximately $165 million in credit card receivables. Following the closing and completion of the transition services agreement, Vive Financial will cease loan servicing activities and PROG Holdings and Atlanticus will work together to ensure a smooth transition process for customers and retail partners. PROG Holdings will provide additional information regarding the transaction, including its financial impact, during the company’s third quarter earnings call. 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. Exhibit 99.3
About Atlanticus Holdings Corporation Atlanticus Holdings Corporation (NASDAQ: ATLC) enables bank, retail, and healthcare partners to offer more inclusive financial services to everyday Americans through the use of proprietary technology and analytics. Atlanticus applies the experience gained and infrastructure built from servicing over 20 million customers and $44 billion in consumer loans over more than 25 years of operating history to support lenders that originate a range of consumer loan products. These products include retail and healthcare private label credit and general purpose credit cards marketed through its omnichannel platform, including retail point-of-sale, healthcare point-of- care, direct mail solicitation, internet-based marketing, and partnerships with third parties. Additionally, through its Auto Finance subsidiary, Atlanticus serves the individual needs of automotive dealers and automotive non-prime financial organizations with multiple financing and service programs. Investor Contact John A. Baugh, CFA Vice President, Investor Relations john.baugh@progleasing.com Forward Looking Statements Statements in this press release regarding the respective businesses of PROG Holdings and Atlanticus 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 “expected”, “continuing”, “will” and similar forward- looking terminology. These risks and uncertainties include, among others, the risks and uncertainties discussed under “Risk Factors” in PROG Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 19, 2025, and those contained and identified in Atlanticus’ filings with the SEC , such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Statements in this press release that are "forward- looking" include, without limitation, statements regarding the benefits expected from the sale of the Vive portfolio, including improvements to PROG Holdings’ capital efficiency and profitability and the payment options for near and below-prime consumers; Atlanticus’ relationships with bank and retail partners; the subsequent partnership between PROG Holdings and Atlanticus to pursue new opportunities and the benefits expected therefrom; and the ability of PROG Holdings and Atlanticus to ensure a smooth transition for customers and retail partners. 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, neither PROG Holdings nor Atlanticus undertakes any obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this press release.