Upbound Group, Inc. Files 8-K on Asset Deal & Equity Sales

TL;DR

UPBOUND GROUP (RCII) filed an 8-K on 1/31/25 for asset deal & equity sales.

AI Summary

On January 31, 2025, UPBOUND GROUP, INC. (formerly RENT A CENTER INC) filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also covers unregistered sales of equity securities and includes Regulation FD disclosures and financial statements. The company is incorporated in Delaware and headquartered in Plano, Texas.

Why It Matters

This 8-K filing indicates significant corporate activity, including asset transactions and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves asset disposition and equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-38047 — Commission File Number (Identifies the company's SEC filing history)
• 45-0491516 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• UPBOUND GROUP, INC. (company) — Registrant
• RENT A CENTER INC (company) — Former company name
• January 31, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Plano, Texas (location) — Address of principal executive office

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 Par Value UPBD The Nasdaq Global Se
• $278.67 million — sh consideration equal to approximately $278.67 million (such cash consideration, the " Closing
• $75,000,000 — any will pay the Brigit Securityholders $75,000,000 in deferred consideration, payable in m
• $37,500,000 — tion, payable in multiple installments, $37,500,000 of which will be payable 30 days follow
• $60,000,000 — Securityholders may also receive up to $60,000,000 in earnout payments based on the achiev

Filing Documents

• tm254758d1_8k.htm (8-K) — 41KB
• tm254758d1_ex10-1.htm (EX-10.1) — 124KB
• tm254758d1_ex99-1.htm (EX-99.1) — 14KB
• tm254758d1_ex99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-25-009700.txt ( ) — 390KB
• upbd-20250131.xsd (EX-101.SCH) — 3KB
• upbd-20250131_lab.xml (EX-101.LAB) — 33KB
• upbd-20250131_pre.xml (EX-101.PRE) — 22KB
• tm254758d1_8k_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. On January 31, 2025 (the " Closing Date "), Upbound Group, Inc. (the " Company ") completed its acquisition (the " Acquisition ") of Bridge IT, Inc., a Delaware corporation (" Brigit "), pursuant to the previously announced Agreement and Plan of Merger, dated December 12, 2024 (the " Merger Agreement "), by and among the Company, Fortuna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Brigit, and Shareholder Representative Services, LLC, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Brigit (" Representative "). Pursuant to the Merger Agreement, the Company issued to the securityholders of Brigit (the " Brigit Securityholders ") an aggregate of approximately 2.69 million shares of the Company's common stock, par value $0.01 per share (" Common Stock ") (the " Closing Stock Consideration "), and aggregate closing cash consideration equal to approximately $278.67 million (such cash consideration, the " Closing Cash Consideration ", and together with the Closing Stock Consideration, the " Closing Consideration "). The Closing Cash Consideration is subject to post-closing working capital adjustments. In addition, the Company will pay the Brigit Securityholders $75,000,000 in deferred consideration, payable in multiple installments, $37,500,000 of which will be payable 30 days following the first anniversary of the Closing Date and the remainder of which will be payable no later than 30 days following the second anniversary of the Closing Date. The payment of the deferred consideration is subject to acceleration if certain acceleration events specified in the Merger Agreement occur prior to the payment of the deferred consideration. The Brigit Securityholders may also receive up to $60,000,000 in earnout payments based on the achievement of certain financial performance metrics for the Brigit business in 2026. The earn

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information reported above under Item 2.01 of this Current Report on Form 8-K regarding the Closing Stock Consideration is incorporated herein by reference. The Closing Stock Consideration was issued pursuant to exemptions from registration under the Securities Act by reason of Section 4(a)(2) and Regulation D thereof. 2

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 31, 2025, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) to be filed with this Current Report on Form 8-K will be filed by amendments to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial statements required by Item 9.01(b) to be filed with this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 days after the date this initial Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of December 12, 2024, by and among Upbound Group, Inc., Fortuna Merger Sub, Inc., Bridge IT, Inc. and Shareholder Representative Services LLC, solely in its capacity as the Representative (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2024).* 10.1 Registration Rights Agreement, dated as of January 31, 2025, by and among Upbound Group, Inc. and the Brigit Securityholders party thereto. 99.1 Press Release, dated as of January 31, 2025. 104 Cover page information from Upbound Group, Inc.'s Form 8-K filed on January 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101. * In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. 3 Cautionary Note Regarding Forward-Looking Information This Current Report on Form 8-K and the associated press release contain forward-looking statements that involve risks and uncertainties. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Ref

SIGNATURES

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. UPBOUND GROUP, INC. Date: February 5, 2025 By /s/ Bryan Pechersky Bryan Pechersky Executive Vice President, General Counsel and Corporate Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR