Upbound Group Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ Aggregate market value of the 56,286,830 sharesof Common Stock held by non-affiliatesof the registrant at the closing salesprice asreported on The Nasdaq Stock Market LLC, on June 30, 2025$1,412,799,433Number of shares of Common Stock outstanding as of the close of business on February13, 2026:58,117,605 Portions of the definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Upbound Group, Inc. are incorporated by reference into PartIII of thisreport. TABLE OF CONTENTS PARTI Item1.Business4Item1A.Risk Factors13Item1B.Unresolved Staff Comments39Item1C.Cybersecurity39Item2.Properties40Item3.Legal Proceedings40Item4.Mine Safety Disclosures40 PARTII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item6.Reserved41Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item7A.Quantitative and Qualitative Disclosures about Market Risk55Item8.Financial Statements and Supplementary Data56Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure99Item9A.Controls and Procedures100Item9B.Other Information100Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.100 PARTIII Item10.Directors, Executive Officers and Corporate Governance100Item11.Executive Compensation100Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100Item13.Certain Relationships and Related Transactions, and Director Independence100Item14.Principal Accountant Fees and Services101 PARTIV Item15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K Summary 102106 SIGNATURES107 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the Private Securities LitigationReform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do notrelate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,”“intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,”“aims,” “intends,” or “projects.” These forward-looking statements, include, without limitation, those relating to the impact of ongoingchallenging macroeconomic conditions on our