{"url_path":"/sec/upbd/proxy/2026-05-19/000110465926063768","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/933036/0001104659-26-063768-index.html","accession_number":"0001104659-26-063768","cik":"0000933036","ticker":"UPBD","issuer_name":"UPBOUND GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/933036/0001104659-26-063768-index.html","primary_entity_key":"0000933036","primary_entity_name":"UPBOUND GROUP, INC."},"word_count":553,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2615032d1_defa14a.htm\nDEFA14A\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\n(RULE 14a-101)\n\nProxy Statement Pursuant to Section 14(a)\nof the\n\nSecurities Exchange Act of 1934\n\nx Filed by the Registrant\n¨ Filed by a Party other than the Registrant\n\n**Check the appropriate box:**\n\n¨Preliminary Proxy Statement\n\n¨CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY\nRULE 14A-6(E)(2))\n\n¨Definitive Proxy Statement\n\nxDefinitive\nAdditional Materials\n\n¨Soliciting Material Pursuant to §240.14a-12\n\nUPBOUND GROUP, INC.\n\n*(Name of\nRegistrant as Specified in Its Charter)*\n\n**Payment of Filing Fee (Check the appropriate box):**\n\nxNo fee required.\n\n¨Fee paid previously with preliminary materials.\n\n¨Fee computed on table in exhibit required by Item 25(b) per\nExchange Act Rules 14a-6(i)(1) and 0-11.\n\n**SUPPLEMENT TO PROXY STATEMENT DATED APRIL 21,\n2026**\n\n**FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO BE HELD ON TUESDAY, JUNE 2, 2026**\n\nThis supplement (this “Supplement”) supplements the definitive\nproxy statement filed by Upbound Group, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”)\non April 21, 2026 (the “2026 Proxy Statement”) and made available to the Company's stockholders in connection with the\nsolicitation of proxies by the Company's Board of Directors (the “Board”) for use at the 2026 Annual Meeting of Stockholders\n(the “Annual Meeting”) on Tuesday, June 2, 2026 at 8:00 a.m. Central Time. This Supplement is being filed with the\nSEC and made available to stockholders on or about May 19, 2026.\n\n**Company Commitments Regarding the 2026 Long-Term Incentive Plan**\n\nThis Supplement updates the disclosure in the 2026 Proxy Statement\nin the section titled \"Proposal Five: Approval of the Upbound Group, Inc. 2026 Long-Term Incentive Plan\" to add the following\ncommitments by the Company with respect to the Upbound Group, Inc. Amended 2021 Long-Term Incentive Plan (the “2021 Plan”)\nand the Upbound Group, Inc. 2026 Long-Term Incentive Plan (the “2026 Plan”).\n\nThe 2026 Proxy Statement states, \"Upon approval of the 2026 Plan,\nno additional awards will be granted under the 2021 Plan, and all shares remaining for future issuance pursuant to the 2021 Plan, which\nis estimated to be 2,752,202 as of March 11, 2026, will be canceled at that time.\" In furtherance of this statement, the Company\ncommits to reduce the number of shares available under the 2026 Plan by any shares granted under the 2021 Plan during the period from\nMarch 11, 2026 through the 2026 Plan's approval by stockholders.\n\nExcept as described in this Supplement, none of the items or information\npresented in the 2026 Proxy Statement is affected by this Supplement. This Supplement does not provide all of the information that is\nimportant to your voting decisions at the Annual Meeting, and the 2026 Proxy Statement contains other important additional information.\n**This Supplement should be read in conjunction with the 2026 Proxy Statement.**\n\nIf you have already returned your proxy card or provided voting instructions,\nyou do not need to take any action unless you wish to change your vote. If you desire to change your vote or revoke your proxy, please\nrefer to the 2026 Proxy Statement for information on how to do so. This Supplement does not change the proposals to be acted upon at the\nAnnual Meeting, which are described in the 2026 Proxy Statement.\n\nThe Board recommends that stockholders vote \"FOR\" the approval\nof the 2026 Long-Term Incentive Plan."}