Item 7.01. Regulation FD Disclosure

On December 6, 2021, PROG Holdings, Inc., a Georgia corporation (the "Company"), issued a press release reaffirming its previously announced capital allocation framework in connection with the expiration of its tender offer to purchase for cash up to $425 million in value of the Company's common stock, par value $0.50 per share (the "shares"), at a single per share price of not less than $44.00 per share and not more than $50.00 per share, less any applicable withholding taxes and without interest (the "tender offer").

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, as well as Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 8.01. Other Events

On December 6, 2021, the Company also issued a press release announcing the preliminary results of the tender offer.

A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits




99.1      Press Release, dated December 6, 2021, reaffirming the Company's capital
        allocation framework.

99.2      Press Release, dated December 6, 2021, announcing the preliminary
        results of the tender offer.

104     The cover page of this Current Report on Form 8-K, formatted in Inline
        XBRL.




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