Business Context and Reporting Period
Company: UPBOUND GROUP, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: February 24, 2025
Reporting Period: The filing addresses a specific corporate governance event occurring on February 24, 2025, regarding the change of the independent registered public accounting firm.
Key Financial Metrics
This Form 8-K does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the replacement of the Company's independent auditor:
- Dismissed Firm: Ernst & Young LLP ("E&Y") was dismissed as the independent registered public accounting firm.
- Appointed Firm: Deloitte & Touche LLP ("Deloitte") was appointed to audit the financial statements for the fiscal year ending December 31, 2025.
- Decision Date: The Audit and Risk Committee made the decision on February 24, 2025.
- Notification Date: E&Y was notified of the decision on February 25, 2025.
Management Commentary, Risks, and Contingencies
Audit Committee Review: The decision followed a thorough formal review and solicitation of proposals from several accounting firms.
Disagreements and Reportable Events: The Company stated that during the fiscal years ended December 31, 2023, and 2024:
- There were no disagreements with E&Y on accounting principles, practices, financial statement disclosures, or auditing scope/procedures.
- There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
- E&Y's audit reports for 2023 and 2024 were unqualified (no adverse opinion, disclaimer, or qualification).
Consultation with New Auditor: During the fiscal years ended December 31, 2023, and 2024, the Company did not consult with Deloitte regarding accounting principles, proposed transactions, or potential audit opinions.
Exhibits: A letter from E&Y dated February 28, 2025, responding to the Company's disclosures, is filed as Exhibit 16.1.
Investor Verification Checklist
- Verify the content of the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings (e.g., 10-K or 10-Q) for the first financial statements audited by Deloitte & Touche LLP.
- Review the Company's subsequent press releases or investor presentations for any additional context regarding the rationale for the auditor change.