Business Context and Reporting Period
This Form 8-K Current Report is filed by Upbound Group, Inc. (UPBD), a Delaware corporation, on October 30, 2025. The filing primarily addresses a significant executive leadership change within the company's financial management team.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Appointment: The Company announced the appointment of Hal Khouri as Executive Vice President and Chief Financial Officer, effective November 10, 2025.
- Role Transition: Mr. Khouri will assume the CFO role from Fahmi Karam, the Company's CEO, who has served as interim CFO since June 2025. Mr. Khouri will report directly to Mr. Karam.
- Compensation Package:
- Base Salary: $675,000 annually.
- Cash Incentive: Target opportunity of 60% of base salary, starting March 2026 (prorated for the 2025 fiscal year based on nine months of service).
- Sign-on Award: One-time Long Term Incentive Plan award of restricted stock units valued at $1,500,000, vesting pro rata over three years in equal annual installments.
- Annual LTIP: Starting February 2026, eligibility for an annual award equal to 170% of base salary.
- Benefits: Eligibility for standard senior executive benefit plans and relocation assistance.
- Transition Agreement: Mr. Khouri will enter into an Executive Transition Agreement providing specified payments and benefits upon involuntary termination.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of market risks. It notes that Mr. Khouri brings over 30 years of experience in consumer-based banking, financial services, and retail, having previously served as CFO of goeasy Ltd. (August 2019–November 2025), Walmart Canada Bank, and JPMorgan Chase Canada Bank. The filing explicitly states there are no undisclosed arrangements regarding his selection.
Investor Verification Checklist
- Verify the effective start date of November 10, 2025, for Hal Khouri's tenure as CFO.
- Confirm the vesting schedule and valuation of the $1.5 million restricted stock unit sign-on award.
- Review the terms of the Executive Transition Agreement regarding involuntary termination payments.
- Monitor future filings for the formal separation of the CEO and CFO roles and any subsequent changes to the interim financial reporting structure.