PROG (PRG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands reach into over 25 industries and 360+ employer relationships, including 48 Fortune 500 companies and 7 of the top 30 U.S. employers, with minimal customer overlap, enabling significant cross-selling opportunities.

• Adds a differentiated payroll-deducted payment model, broadening distribution through a scaled B2B employer network and supporting the mission to provide flexible payment options to underserved consumers.

• Provides access to an employee-focused consumer base, creating new employer-client and partner opportunities and strengthening the partner ecosystem.

• Purchasing Power’s B2B2C model and payroll-deducted payment structure closely align with existing operations, supporting familiar processes and efficient integration.

• Advances the long-term growth strategy to offer transparent, inclusive payment options to near- and below-prime consumers.

Financial terms and conditions

• Purchase price is $420 million in cash, funded by $175 million cash on hand and $260 million in new or existing debt facilities; $330 million of non-recourse funding debt remains in place post-close.

• Projected 2026 revenue for the acquired business is $680M–$730M, with adjusted EBITDA of $50M–$60M.

• Double-digit percentage EPS accretion expected in 2026.

• Transaction expected to close in early 2026, subject to regulatory approvals and customary closing conditions.

Synergies and expected cost savings

• Revenue synergies expected from cross-selling to a largely non-overlapping customer base and leveraging employer and retailer relationships.

• Cost synergies anticipated from operational consolidation, with some included in 2026 EBITDA guidance.

• Expanded scale will accelerate new product development, increase customer engagement, and improve decisioning capabilities.

• Opportunities to improve EBITDA margins from mid-high single digits to low double digits over 24 months through scale and integration.

• Stable portfolio performance expected through employment-based data and payroll integration.