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    SEC Form 11-K filed by PROG Holdings Inc.

    6/25/25 5:03:20 PM ET
    $PRG
    Diversified Commercial Services
    Consumer Discretionary
    Get the next $PRG alert in real time by email
    11-K 1 a11-kretirementplanandtrus.htm 11-K RETIREMENT PLAN AND TRUST 2024 Document

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM 11-K




    (Mark One)

    ý

    Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934


    For the fiscal year ended December 31, 2024

    ¨

    Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

    For the transition period from                             to                              .

    Commission file number 1-39628

    A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

    PROG Holdings Employee Retirement Plan

    B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

    PROG Holdings, Inc.
    256 West Data Drive
    Draper, UT 84020

















    PROG Holdings Employee Retirement Plan
    Financial Statements and Supplemental Schedule
    December 31, 2024 and 2023
    Contents
    Report of Independent Registered Public Accounting Firm (Successor Auditor)
    2
    Report of Independent Registered Public Accounting Firm (Predecessor Auditor)
    4
    Financial Statements
    Statements of Net Assets Available for Benefits at December 31, 2024 and 2023
    5
    Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2024 and 2023
    6
    Notes to Financial Statements
    7
    Supplemental Schedule
    Schedule H, Line 4i - Schedule of Assets (Held At End of Year) at December 31, 2024
    13
    Signature
    14
    Exhibit
    Exhibit Index
    15




    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    To the Benefit Plan Committee, Plan Administrator, and
    Plan Participants of the PROG Holdings Employee Retirement Plan
    Opinion on the Financial Statements
    We have audited the accompanying statement of net assets available for benefits of the PROG Holdings Employee Retirement Plan (the Plan), as of December 31, 2024, the related statement of changes in net assets available for benefits for the year then ended, and the related notes and schedule (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
    Basis for Opinion
    These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
    We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
    Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
    2



    Supplemental Information
    The supplemental information contained in the schedule of assets (held at end of year) as of December 31, 2024 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

    /s/ CARR, RIGGS & INGRAM, L.L.C.

    We have served as the Plan’s auditor since 2025.

    Atlanta, Georgia
    June 24, 2025



    3



    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    To the Benefit Plan Committee, Plan Administrator, and
    Plan Participants of the PROG Holdings Employee Retirement Plan
    Opinion on the Financial Statements
    We have audited the accompanying statement of net assets available for benefits of the PROG Holdings Employee Retirement Plan (the Plan), as of December 31, 2023, and the related statement of changes in net assets available for benefits for the year then ended. In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
    Basis for Opinion
    These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
    We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
    Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

    /s/ Windham Brannon, LLC

    We have served as the Plan's auditor since 2014.

    Atlanta, Georgia
    June 25, 2024
    4



    PROG Holdings Employee Retirement Plan
    Statements of Net Assets Available for Benefits
    December 31,
    20242023
    Assets
    Cash$— $23,019 
    Investments at Fair Value 68,565,542 59,201,234 
    Receivables:
    Participant Receivable
    — 64 
    Employer Receivable
    127,959 143,806 
    Notes Receivable from Participants907,753 594,146 
    Total Receivables1,035,712 738,016 
    Net Assets Available for Benefits$69,601,254 $59,962,269 

























    See accompanying notes to the financial statements.
    5



    PROG Holdings Employee Retirement Plan
    Statements of Changes in Net Assets Available for Benefits
    Year Ended December 31,
    20242023
    Additions:
    Investment Income:
    Net Appreciation in Fair Value of Investments
    $8,564,789 $8,676,680 
    Interest Income60,97933,340
    Total Investment Income
    8,625,768 8,710,020 
    Interest Income on Notes Receivable from Participants57,511 35,964 
    Contributions:
    Employer
    3,263,161 3,285,021 
    Participants6,663,213 6,558,760 
    Rollovers1,447,975 748,979 
    Total Contributions11,374,349 10,592,760 
    Total Additions
    20,057,628 19,338,744 
    Deductions:
    Benefits Paid to Participants
    10,324,278 5,154,034 
    Administrative Expenses
    94,365 102,068 
    Total Deductions10,418,643 5,256,102 
    Net Increase
    9,638,985 14,082,642 
    Net Assets Available for Benefits:
    Beginning of Year
    59,962,269 45,879,627 
    End of Year
    $69,601,254 $59,962,269 










    See accompanying notes to the financial statements.
    6



    PROG Holdings Employee Retirement Plan
    Notes to Financial Statements
    December 31, 2024 and 2023
    1. Description of the Plan
    The following description of the PROG Holdings Employee Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan may be found in the Plan document, which is available to all participants upon request.
    General
    The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and covers substantially all employees of PROG Holdings, Inc. (the "Company" or "PROG Holdings") and its subsidiaries. The Plan is administered by the Employee Benefits Committee (the "Committee") appointed by the Compensation Committee of the Board of Directors of PROG Holdings.
    Prior to July 22, 2024, the trustee of the Plan was Charles Schwab & Co, Inc., with Milliman, Inc. serving as the recordkeeper. On July 22, 2024, the Plan engaged Fidelity Management Trust Company to serve as the trustee for the plan, with Fidelity Workplace Services, LLC as the recordkeeper.
    Eligibility
    Employees are eligible to participate in the Plan on the first day of the month following 30 days of employment, as defined in the Plan document.
    Contributions
    Participation in the Plan is voluntary. Participants may elect to make before-tax, Roth and/or after-tax contributions up to 75% of their annual compensation, as defined in the Plan document, in the form of a salary deferral, pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and subject to the limitations contained therein. The aforementioned before-tax and Roth participant contributions were generally limited to a combined annual limit of $23,000 and $22,500 in 2024 and 2023, respectively. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions, up to a maximum of $7,500 in 2024 and 2023. After 90 days of service, the Company provides a safe harbor match equal to 100% of the first 3% and 50% of the next 2% of the elective before-tax and/or Roth deferral of annual compensation that a participant contributes to the Plan. Participants may also contribute ("rollover") amounts representing distributions from other qualified defined benefit or defined contribution plans.
    7



    Participant Accounts
    Individual accounts are maintained for each participant. Participants direct their contributions and the Company's safe harbor matching contributions into various investment options offered by the Plan and can change their options on a daily basis. Common Stock Fund. Each participant's account is credited with the participant's contributions, rollovers, the Company's contributions, earnings and losses on the investments in their accounts and charged with specific transaction fees and allocated certain administrative and recordkeeping fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
    Vesting
    Participants are immediately vested in their contributions and earnings thereon.
    Notes Receivable from Participants
    Participants may borrow from their vested balances in the Plan at a minimum of $1,000 and up to a maximum equal to 50% of their vested account balance or $50,000, subject to certain restrictions and limitations set forth in the Plan document and the Code. Loan terms can range from one to five years, or 15 years if used for the purchase of a principal residence. The Plan document permits that only one loan may be outstanding per participant in the Plan at one time. The loans are secured by the vested balance in the participant's account and bear interest at the Prime Rate plus 1%. Interest rates on outstanding loans generated by the Plan as of December 31, 2024 and 2023 ranged from 4.25% to 9.50%. Principal and interest are paid ratably through payroll deductions. No allowance for credit losses has been recorded as of December 31, 2024 or 2023.
    Payment of Benefits
    A participant's total vested account balance is payable either in a lump-sum distribution or by regular periodic installments upon his or her retirement, death, or disability.
    In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate financial need and who meet one of the specific circumstances defined in the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue Service ("IRS"), and before requesting a hardship withdrawal, all requirements must be met in order for a request to be approved.
    PROG Holdings, Inc. Common Stock Fund
    The Plan invests in common stock of the Company through its Common Stock Fund. The Common Stock Fund may also hold cash or other short-term securities, although these are expected to be a small percentage of the fund. Dividends received by the Common Stock Fund are reinvested in Company common stock.
    Each participant is entitled to exercise voting rights attributable to the shares of Company stock allocated to their account. Participants also have the opportunity to direct the trustee whether they wish to participate in a tender or exchange offer.
    8



    Plan Termination
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination (or permanent discontinuance of contributions to the Plan), all amounts credited to the accounts of the participants would become fully vested. The Plan's assets would be distributable to the participants in accordance with the respective values of their accounts.
    2. Summary of Significant Accounting Policies
    Basis of Presentation
    The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
    Use of Estimates
    The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
    Valuation of Investments and Income Recognition
    Investments are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Management of the Company determines the Plan's valuation policies utilizing information provided by the investment advisors and trustee. Refer to Note 3 for further discussion of fair value measurements.
    Purchases and sales of common stock are recorded on a trade-date basis. Interest income is recorded when received. Dividends on common stock are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plan's gains and losses on investments bought and sold as well as held during the year.
    Notes Receivable from Participants
    Notes receivable from participants are measured at their unpaid principal balance. Interest income on notes receivable from participants is recorded when it is received. No allowance for credit losses has been recorded as of December 31, 2024 and 2023. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
    Payment of Benefits
    Benefit payments are recorded when paid.
    9



    Expenses
    Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from the financial statements. The Company does not expect to be reimbursed by the Plan for payment of these expenses. Additional administrative and recordkeeping fees are paid by the Plan, to service providers of the Plan, which qualify as party-in-interest transactions. Fees related to the administration of notes receivable from participants and distributions are charged directly to the participant's account and are included in administrative expenses on the statements of changes in net assets available for benefits. Investment related expenses are included in net change in fair value of investments on the statements of changes in net assets available for benefits. Some of the investment funds provide for a revenue sharing arrangement with the Plan in which fund expenses are credited to the Plan to pay for certain administrative expenses, such as record keeping and investment advisory fees.
    3. Fair Value Measurements
    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
    Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.
    Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:
    •    quoted prices for similar assets and liabilities in active markets
    •    quoted prices for identical or similar assets or liabilities in markets that are not active
    •    observable inputs other than quoted prices that are used in the valuation of the asset or liability (e.g., interest rate and yield curve quotes at commonly quoted intervals)
    •    inputs that are derived principally from or corroborated by observable market data by correlation or other means
    Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little or no market activity).
    Level 3 inputs include management's own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
    The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
    The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety.
    10



    The following tables set forth by level, within the fair value hierarchy, the Plan's assets carried at fair value.
    Assets at Fair Value as of December 31, 2024
    Level 1Level 2Level 3Total
    Mutual Funds
    $65,900,963$—$—$65,900,963
    Common Stock Fund
    800,029——800,029
    Money Market Deposit Account
    1,864,550——1,864,550
    Total Investments at Fair Value
    $68,565,542$—$—$68,565,542

    Assets at Fair Value as of December 31, 2023
    Level 1Level 2Level 3Total
    Mutual Funds
    $56,370,607$—$—$56,370,607
    Common Stock Fund
    615,140——615,140
    Money Market Deposit Account
    2,215,487——2,215,487
    Total Investments at Fair Value
    $59,201,234$—$—$59,201,234

    Investments in mutual funds, common stock and the money market deposit account are stated at quoted market prices for the identical security in an active market (Level 1).
    4. Tax Status
    Effective July 22, 2024, the Plan adopted a non-standardized pre-approved plan sponsored by Fidelity Management & Research Company, LLC. The non-standardized pre-approved plan sponsor received an opinion letter from the IRS dated June 30, 2020, stating that the pre-approved plan and related trust are designed in accordance with the applicable requirements of the Code. The pre-approved plan has been amended since receiving the opinion letter. Prior to July 22, 2024, the Plan had obtained its own IRS determination letter, dated June 6, 2016, stating that the Plan was qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to the determination by the IRS, the Plan was amended. However, the Plan Administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for federal income tax has been recorded.
    United States generally accepted accounting principles require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2024 and 2023, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
    11



    5. Transactions With Parties-in-Interest
    The Plan's investments in the Vanguard Mutual Fund Accounts and Money Market Deposit Accounts are managed by the Vanguard Group, which is a beneficial owner of greater than 5% of the Company's common stock. The Plan also has investments in Fidelity Mutual Fund Accounts that are managed by Fidelity Management & Research Company, which is an affiliate of the trustee of the Plan. Therefore, these transactions qualify as party-in-interest transactions.
    The Plan held 18,931 and 19,901 shares of the Company's common stock valued at $800,029 and $615,140 at December 31, 2024 and 2023, respectively.
    6. Risks and Uncertainties
    The Plan invests in various investment securities, including the Company's common stock. Investment securities are exposed to various risks, such as interest rate, currency, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.
    Market risks include United States and global events which could impact the value of Plan investments. Such events would include healthcare crises, international conflicts, supply chain disruptions, global monetary policy decisions, significant exogenous economic influences, elevated rates of inflation or interest for extended periods, significant cybersecurity attacks, etc.
    12



    PROG Holdings Employee Retirement Plan
    Schedule H, Line 4i – Schedule of Assets
    (Held at End of Year)
    EIN #85-2484385 Plan #001
    December 31, 2024
    (a)(b)
    Identity of Issue, Borrower, Lessor, or Similar Party
    (c)
    Description of Investment
    (e)
    Current Value
    *PROG Holdings, Inc. Common Stock Fund
    Common Stock
    $800,029 
    Allspring Special Mid Cap VAL FD R6
    Mutual Fund
    795,403 
    Federated Instl High Yield Bold Instl
    Mutual Fund
    344,008 
    *Fidelity Government Cash Reserves FundMutual Fund1,010 
    *Fidelity International GrowthMutual Fund564,890 
    *
    Fidelity Small Cap Growth
    Mutual Fund
    662,529 
    GQC Partners Emerging Markets Equity Fund R6Mutual Fund1,039,794 
    JP Morgan Large Cap Growth R6
    Mutual Fund
    4,008,355 
    MassMutual Select Mid Cap Gr Eq II I
    Mutual Fund
    990,416 
    PIMCO Int'l Bond US Dollar Hedge Inst
    Mutual Fund
    303,240 
    Putnam Large Cap Value Fund R6Mutual Fund2,484,270 
    Tweedy Browne Global Value FDM
    Mutual Fund
    638,586 
    Undiscovered MGRS Behavioral VAL R6
    Mutual Fund
    328,517 
    *
    Vanguard 500 Index Fund - Admiral
    Mutual Fund
    13,530,744 
    *
    Vanguard Developed Markets Index Admiral
    Mutual Fund
    3,950,203 
    *
    Vanguard Mid Cap Index Fund - Admiral
    Mutual Fund
    2,711,507 
    *
    Vanguard Small Cap Index Fund - Admiral
    Mutual Fund
    3,072,624 
    *Vanguard Target Retirement 2070 InvMutual Fund228 
    *Vanguard Target Retirement 2065 InvMutual Fund331,886 
    *
    Vanguard Target Retirement 2060 Inv
    Mutual Fund
    2,092,130 
    *
    Vanguard Target Retirement 2055 Inv
    Mutual Fund
    3,329,383 
    *
    Vanguard Target Retirement 2050 Inv
    Mutual Fund
    6,319,926 
    *
    Vanguard Target Retirement 2045 Inv
    Mutual Fund
    3,998,099 
    *
    Vanguard Target Retirement 2040 Inv
    Mutual Fund
    4,327,496 
    *
    Vanguard Target Retirement 2035 Inv
    Mutual Fund
    2,774,904 
    *
    Vanguard Target Retirement 2030 Inv
    Mutual Fund
    2,769,520 
    *
    Vanguard Target Retirement 2025 Inv
    Mutual Fund
    295,556 
    *
    Vanguard Target Retirement 2020 Inv
    Mutual Fund
    395,148 
    *
    Vanguard Target Retirement Income Inv
    Mutual Fund
    285,665 
    *
    Vanguard Total Bond Market Index Admiral
    Mutual Fund
    3,554,926 
    *Vanguard Fed Money Market Fund Invest ShareMoney Market Deposit Account1,864,550 
    *
    Participant loans
    Interest rates ranged from 4.25% to 9.50%907,753 
    $69,473,295 
    *    Indicates a Party-in-Interest to the Plan
    Note:    Cost information has not been included in column (d) because all investments are participant directed.
    13



    SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

    PROG Holdings
    Employee Retirement Plan

    Date:June 24, 2025
     
    /s/ Brian Garner
    Name: Brian Garner
    Title: Chief Financial Officer















    14



    EXHIBIT INDEX

    ExhibitDescription
    23.1
    Consent of Carr, Riggs & Ingram, LLC
    23.2
    Consent of Windham Brannon, LLC





    15

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