PROG (PRG) Proxy filing summary

Executive summary

• Achieved consolidated GMV of $2.5B in 2025, up 12.1% from 2024, driven by Four Technologies' 144.2% GMV growth and expansion of active customers to 1.4M.

• Revenue rose 0.4% to $2.4B, with adjusted EBITDA at $269M, reflecting growth at Four and offset by a retail partner bankruptcy and tighter lease decisioning.

• Acquired Purchasing Power, expanding into payroll deduction solutions and diversifying revenue streams.

• Continued focus on a multi-product ecosystem, including Progressive Leasing, Four (BNPL), and MoneyApp, targeting near- and below-prime consumers.

• Returned $72.5M to shareholders via share repurchases and dividends in 2025.

Voting matters and shareholder proposals

• Election of ten directors for terms expiring at the 2027 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Approval of amendment to the 2015 Equity and Incentive Plan, increasing authorized shares and capping non-employee director awards.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of ten directors, majority independent, with diverse backgrounds in finance, technology, and consumer services.

• Three standing committees: Audit, Compensation & Human Capital, and Nominating, Governance & Corporate Responsibility.

• Annual board and committee evaluations conducted, with a focus on diversity and refreshment.

• Stock ownership guidelines in place for directors and executives.