PROG Holdings (PRG) risk factors, FY2025 10-K

PROG Holdings's FY2025 10-K, filed Feb 18, 2026, lists 47 risk factors in 2 groups. Against the prior year's 46: 7 new, 6 dropped, 20 substantially reworded.

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Risk factors listed
472 groups
New this year
7vs 46 last year
Dropped
6since the prior 10-K
Substantially reworded
20of those kept
Section length
17k wordsItem 1A

What the changes say

  • Purchasing Power’s acquisition adds regulatory, supply-chain, credit-loss, and funding risks, including $338.6 million of non-recourse debt.

What changed since the prior 10-K

New

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    Act that provide for cash awards to persons who report alleged wrongdoing to the U.S. Securities and Exchange Commission, and because competitors may use it as a method to weaken their competitors, and others, like former personnel or other constituencies, may use it as means to extract payment or otherwise retaliate

    Whistleblower cash-award rules and expansion into regulated products, lending, lease-to-own transactions, and artificial intelligence could increase costs or restrict operations.

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    POS partners the right to terminate for cause in certain situations, and some of which have terms that do not exceed three years, especially with respect to our agreements with our regional POS partners

    Progressive Leasing could lose major or smaller POS partners, fail to add partners or grow GMV, or lack retailer diversification.

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    Changes in, heightened scrutiny of, or adverse interpretations under regulations applicable to Purchasing Power could require Purchasing Power to modify product terms or practices, or impair employee eligibility

    Purchasing Power faces regulatory changes and supplier or carrier disruptions affecting its direct-to-consumer, drop-shipping employee-benefit business.

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    If we fail to maintain a consistently high level of customer satisfaction and trust in our brands, or fail to promote, protect, and maintain our brands in a cost-effective manner, our businesses, results of operations, financial condition, and prospects could be materially and adversely affected

    Poor customer experiences, weak trust, ineffective marketing, unreliable technology, or inadequate support could reduce customers, POS partners, and employer clients.

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    intellectual property and other proprietary rights may diminish if others assert rights in or ownership of our intellectual property or other proprietary rights, or in trademarks or service marks that are similar to our trademarks or service marks

    Confidentiality gaps, infringement claims, or ineffective protections could expose proprietary information and force costly, unsuccessful intellectual-property litigation.

  • NewRisks Related to our Regulatory Environment, Industry and Businesses

    Purchasing Power's and Four's allowances may prove to be insufficient to cover losses on outstanding loans and accounts receivable

    Purchasing Power and Four could underestimate CECL credit losses on receivables and loans, requiring higher allowances that reduce results.

  • NewRisks Related to Our Indebtedness

    Purchasing Power relies on non-recourse securitizations and warehouse facilities and if these funding sources become unavailable or more expensive, or if performance or structural triggers are breached, Purchasing Power's ability to originate receivables and our consolidated results could be adversely affected

    Purchasing Power’s $338.6 million of non-recourse securitization and warehouse funding could become unavailable, costlier, or subject to breached performance triggers.

Dropped

  • DroppedRisks Related to our Regulatory Environment, Industry and Businesses

    other incentive payments offered to those POS partners by Progressive Leasing, and its ability to perform under, and maintain, its POS partner agreements, most of which have terms that do not exceed three years

  • DroppedRisks Related to our Regulatory Environment, Industry and Businesses

    If Progressive Leasing fails to maintain a consistently high level of customer satisfaction and trust in its brand, our business, results of operations, financial condition, and prospects would be materially and adversely affected

  • DroppedRisks Related to our Regulatory Environment, Industry and Businesses

    advertising and marketing materials. The Company is fully cooperating with the FTC in responding to the FTC's request for information and documents

  • DroppedRisks Related to our Regulatory Environment, Industry and Businesses

    If we fail to promote, protect, and maintain our brands in a cost-effective manner, they may lose market share and several aspects of our performance may be materially and adversely affected

  • DroppedRisks Related to our Regulatory Environment, Industry and Businesses

    Vive's and Four's allowance for loan losses may prove to be insufficient to cover losses on outstanding loans

    Progressive Leasing’s incentive payments, contract performance, and ability to maintain mostly short-term POS partner agreements.

  • DroppedRisks Related to Our Indebtedness

    intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness

Reworded

  • 96% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Although Purchasing Power and Four also serve subprime and near-prime consumers, as well as customers with limited credit histories and prime consumers, their business models differ significantly from Progressive Leasing's lease-to-own business, which means each of these businesses have different risk profiles

    The business comparison shifted from Vive’s reliance on bank partners to Purchasing Power’s employer relationships and payroll-deduction voluntary benefits model.

    Was: Although Vive and Four also serve subprime and near-prime consumers, their business models differ significantly from Progressive Leasing's lease-to-own business, which means each of these businesses have different risk profiles

  • 78% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    We may improve our products and services in ways that forego short-term gains

    The risk now adds potentially difficult sales, income, and other tax calculations to the existing risk of sacrificing short-term gains.

  • 72% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Progressive Leasing's results depend on prominent presentation, integration, and support of their products and services by its POS partners

    Vive was removed from the POS-partner presentation and integration risk, leaving Progressive Leasing as the sole named business.

    Was: Progressive Leasing's and Vive's results depend on prominent presentation, integration, and support of their products and services by their POS partners

  • 69% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    From time to time, we may undertake significant cost reduction initiatives, which may not be adequate or may have unintended consequences that could be disruptive to our businesses

    The risk now names global outsourcing of IT and customer service, possible further layoffs, and potential effects on GMV and revenue.

  • 66% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    We operate in highly competitive industries and our inability to compete successfully would materially and adversely affect our results of operations, financial condition and prospects

    The risk now emphasizes new market entrants and emerging technologies rather than listing competitors across each business in detail.

    Was: Our businesses operate in highly and increasingly competitive industries, and their inability to compete successfully would materially and adversely affect several aspects of our performance

  • 63% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Supply chain interruptions and inventory shortages, increases in the costs of imported goods, and other factors affecting the performance of Progressive Leasing's and Four's retail partners and Purchasing Power's vendors may have a material and adverse effect on several aspects of our business

    The risk now includes Purchasing Power vendors and indirect effects on Four’s purchasing activity, while removing the specific tariff example.

    Was: Supply chain interruptions and inventory shortages, increases in the costs of imported goods, and other factors affecting the performance of our retail partners may have a material and adverse effect on several aspects of our business

  • 60% rewrittenRisks Related to Our Indebtedness

    Despite our current level of indebtedness, we and our subsidiaries have recently incurred, and may continue to incur, substantially more debt. This may further exacerbate the risks to our financial condition described above

    The risk adds a $125.0 million incremental term loan and Purchasing Power’s approximately $338.6 million of non-recourse funding debt.

    Was: Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This may further exacerbate the risks to our financial condition described above

  • 60% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    The risks that are specific to Purchasing Power may also have a material and adverse effect on several aspects of our performance in the future

    The Four BNPL discussion now specifies its installment timing and refers to heightened scrutiny by state, rather than federal and state, regulators.

    Was: The risks that are specific to Vive may also have a material and adverse effect on several aspects of our performance in the future

  • 57% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Our businesses' results are somewhat seasonal, which causes our results to fluctuate

    Was: Progressive Leasing's and Vive's results are somewhat seasonal, which causes our results to fluctuate

  • 48% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights

  • 45% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    We have, and may continue to, pursue acquisitions, strategic investments or divestitures, and the failure of an acquisition, investment or divestiture to produce the anticipated results may have a material adverse impact on several aspects of our performance

    Was: We may pursue acquisitions, strategic investments or divestitures, and the failure of an acquisition, investment or divestiture to produce the anticipated results may have a material adverse impact on several aspects of our performance

  • 37% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Our capital allocation strategy and financial policies, including our current stock repurchase and dividend programs, may not be effective at enhancing shareholder value, or providing other benefits we expect

    Was: Our capital allocation strategy and financial policies, including our current stock repurchase and dividend programs, as well as any potential debt repurchase program may not be effective at enhancing shareholder value, or providing other benefits we expect

  • 34% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    If Progressive Leasing is unable to attract additional POS partners and retain and grow its relationships with its existing POS partners, several aspects of our performance would be materially and adversely affected

  • 30% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Progressive Leasing's relationship with its largest POS partners will have a significant impact on our operating revenues in future periods. The loss of any key POS partners would have a material adverse effect on our business

  • 30% rewrittenRisks Related to Our Indebtedness

    If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner

  • 26% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    These risks, which may have a material and adverse effect on several aspects of our performance in the future, are described further below

  • 26% rewrittenRisks Related to Our Indebtedness

    We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful

  • 25% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    While we take precautions to prevent fraud, including consumer identity fraud, it is possible that fraud may still occur or has occurred, which may adversely affect the performance of our businesses' lease and loan portfolios

    Was: While we take precautions to prevent consumer identity fraud, it is possible that identity fraud may still occur or has occurred, which may adversely affect the performance of our businesses' lease and loan portfolios

  • 25% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    E-commerce lease and loan origination processes may give rise to greater risks than in-store originations and processes

  • 23% rewrittenRisks Related to our Regulatory Environment, Industry and Businesses

    Our ability to utilize certain types of contractual provisions designed to limit costly litigation, including class actions, may not be enforceable

All 47 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Regulatory Environment, Industry and Businesses

  1. 01Act that provide for cash awards to persons who report alleged wrongdoing to the U.S. Securities and Exchange Commission, and because competitors may use it as a method to weaken their competitors, and others, like former personnel or other constituencies, may use it as means to extract payment or otherwise retaliateNew
  2. 02Progressive Leasing serves subprime consumers, and its lease-to-own business model poses inherent risks that may have a material and adverse effect on our results, financial condition, and prospects
  3. 03These risks, which may have a material and adverse effect on several aspects of our performance in the future, are described further below26% rewritten
  4. 04Progressive Leasing's relationship with its largest POS partners will have a significant impact on our operating revenues in future periods. The loss of any key POS partners would have a material adverse effect on our business30% rewritten
  5. 05If Progressive Leasing is unable to attract additional POS partners and retain and grow its relationships with its existing POS partners, several aspects of our performance would be materially and adversely affected34% rewritten
  6. 06POS partners the right to terminate for cause in certain situations, and some of which have terms that do not exceed three years, especially with respect to our agreements with our regional POS partnersNew
  7. 07Progressive Leasing's results depend on prominent presentation, integration, and support of their products and services by its POS partners72% rewritten
  8. 08If Progressive Leasing is unable to attract new consumers and retain and grow its relationships with its existing customers, several aspects of our performance would be materially and adversely affected
  9. 09Although Purchasing Power and Four also serve subprime and near-prime consumers, as well as customers with limited credit histories and prime consumers, their business models differ significantly from Progressive Leasing's lease-to-own business, which means each of these businesses have different risk profiles96% rewritten
  10. 10Changes in, heightened scrutiny of, or adverse interpretations under regulations applicable to Purchasing Power could require Purchasing Power to modify product terms or practices, or impair employee eligibilityNew
  11. 11The risks that are specific to Purchasing Power may also have a material and adverse effect on several aspects of our performance in the future60% rewritten
  12. 12Our efforts to modernize and enhance certain enterprise-wide information management systems and invest in new technologies could adversely impact our businesses and operations
  13. 13We operate in highly competitive industries and our inability to compete successfully would materially and adversely affect our results of operations, financial condition and prospects66% rewritten
  14. 14If we fail to maintain a consistently high level of customer satisfaction and trust in our brands, or fail to promote, protect, and maintain our brands in a cost-effective manner, our businesses, results of operations, financial condition, and prospects could be materially and adversely affectedNew
  15. 15Any significant disruption in our vendors' information technology systems, or disruption in the information our businesses rely on in their lease and loan decisioning, may materially and adversely affect several aspects of our performance
  16. 16Our business continuity and disaster recovery plans may not be sufficient to prevent losses in the event we experience a significant disruption in, or errors in, service on our platforms
  17. 17Our businesses rely extensively on models in managing many aspects of their businesses, and if those models are not accurate or are misinterpreted, such errors may have a material adverse effect on several aspects of our performance
  18. 18Real or perceived software errors, failures, bugs, defects, or outages may have a material and adverse effect on several aspects of our performance
  19. 19While we take precautions to prevent fraud, including consumer identity fraud, it is possible that fraud may still occur or has occurred, which may adversely affect the performance of our businesses' lease and loan portfolios25% rewritten
  20. 20We have, and may continue to, pursue acquisitions, strategic investments or divestitures, and the failure of an acquisition, investment or divestiture to produce the anticipated results may have a material adverse impact on several aspects of our performance45% rewritten
  21. 21Our capital allocation strategy and financial policies, including our current stock repurchase and dividend programs, may not be effective at enhancing shareholder value, or providing other benefits we expect37% rewritten
  22. 22Supply chain interruptions and inventory shortages, increases in the costs of imported goods, and other factors affecting the performance of Progressive Leasing's and Four's retail partners and Purchasing Power's vendors may have a material and adverse effect on several aspects of our business63% rewritten
  23. 23E-commerce lease and loan origination processes may give rise to greater risks than in-store originations and processes25% rewritten
  24. 24The concentration of our POS partners in one region or a limited number of markets may expose us to risks of adverse economic developments that are greater than if our POS partners were more geographically diverse
  25. 25We may improve our products and services in ways that forego short-term gains78% rewritten
  26. 26Our ability to utilize certain types of contractual provisions designed to limit costly litigation, including class actions, may not be enforceable23% rewritten
  27. 27The loss of the services of our key executives or our inability to attract and retain key talent, particularly with respect to our information technology function, may have a material adverse impact on our operations
  28. 28From time to time, we may undertake significant cost reduction initiatives, which may not be adequate or may have unintended consequences that could be disruptive to our businesses69% rewritten
  29. 29We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights48% rewritten
  30. 30intellectual property and other proprietary rights may diminish if others assert rights in or ownership of our intellectual property or other proprietary rights, or in trademarks or service marks that are similar to our trademarks or service marksNew
  31. 31We may be sued by third parties for alleged infringement, misappropriation, or other violation of their intellectual property or other proprietary rights
  32. 32Some aspects of our information technology platforms include open source software, and our use of open source software may negatively affect several aspects of our performance
  33. 33Our businesses' results are somewhat seasonal, which causes our results to fluctuate57% rewritten
  34. 34Purchasing Power's and Four's allowances may prove to be insufficient to cover losses on outstanding loans and accounts receivableNew
  35. 35Employee misconduct or misconduct by third parties acting on our behalf may harm us by subjecting us to monetary loss, significant legal liability, regulatory scrutiny and reputational harm

Risks Related to Our Indebtedness

  1. 36We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful26% rewritten
  2. 37Despite our current level of indebtedness, we and our subsidiaries have recently incurred, and may continue to incur, substantially more debt. This may further exacerbate the risks to our financial condition described above60% rewritten
  3. 38The terms of the Revolving Facility and the indenture that governs the Senior Notes may restrict our current and future business plans and strategies, particularly our ability to respond to changes or to take certain actions
  4. 39Our variable rate indebtedness subjects us to interest rate risk, which may cause our debt service obligations to increase significantly
  5. 40Purchasing Power relies on non-recourse securitizations and warehouse facilities and if these funding sources become unavailable or more expensive, or if performance or structural triggers are breached, Purchasing Power's ability to originate receivables and our consolidated results could be adversely affectedNew
  6. 41Our stock price is volatile, and you may not be able to recover your investment if our stock price declines
  7. 42If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner30% rewritten
  8. 43Our risk management processes and procedures may not be effective in mitigating our risks
  9. 44If securities or industry analysts publish research that is unfavorable about our business, our stock price and trading volume may decline
  10. 45Our actual operating results may differ significantly from our guidance
  11. 46The principal reason we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any of these persons
  12. 47We are a holding company and are dependent on the operations and funds of our subsidiaries

Other PROG Holdings 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Progressive Leasing depends heavily on its top three POS partners for 52.6% of consolidated revenues. Subprime consumer credit profiles create inherent credit and demand risks tied to macroeconomic conditions. Operations face extensive technological reliance, cloud migration, fraud risks, and regulatory compliance pressures.

    Filed Feb 19, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.