Prog Holdings, Inc.

The Fourth Amendment provides for, among other things, the incurrence by the Company of a $125.0 million incremental term loan (the Term Loan ), the proceeds of which, together with revolving borrowings of $135.0 million (the Revolving Credit Facility ) and cash on hand, were used to finance the Acquisition and related costs (the Debt Financing, and together with the Acquisition, the Transactions ).

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

9 Note 3 Preliminary purchase consideration and purchase price allocation The following table summarizes the preliminary estimated purchase consideration for the Acquisition, as if the Acquisition had been completed on September 30, 2025 In Thousands Amount Cash paid to Sellers (i) $ 222,944 Cash repayment of Purchasing Power debt 207,940 Escrow payment 2,000 Preliminary estimated consideration $ 432,884 i) Cash paid to Sellers includes the initial purchase consideration of $216.2 million and Seller transaction costs paid by the Company of $6.7 million.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

(e) Reflects the adjustment to eliminate the $0.2 million management fee accrual charged by the former advisor and the $0.1 million of accrued interest related to the extinguishment of Purchasing Power s historical debt.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

(g) Reflects the extinguishment of Purchasing Power s historical debt, net of $207.8 million.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

(b) Reflects the elimination of historical interest expense of $16.1 million and $15.9 million for the nine months ended September 30, 2025 and for the year ended December 31, 2024, respectively, associated with the paydown of Purchasing Power s existing term loan indebtedness.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

Interest was recognized for the revolving facility and 2026 Incremental Term Loan at the Company s option of SOFR plus a margin within the range of 1.50% to 2.75% for revolving loans, based on total leverage.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

In conjunction with the sale, the Company determined that Vive would cease operations and began an orderly wind-down of its activities and obligations, which represents a strategic shift that will have a major effect on the Company s operations and financial results.

SEC original ↗Prog Holdings, Inc. — Earnings release (8-K exhibit)EX-99Apr 7, 2026

ASC 820 establishes a fair value hierarchy that gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1), the next highest priority to inputs from observable data other than quoted prices (Level 2) and the lowest priority to unobservable inputs (Level 3).

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026

P-Squared, LLC Notes to Consolidated Financial Statements December 31, 2024 12 Estimates and Uncertainties The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026

FSP III Kendrick Purchasing Power Holdings, Inc and FPF Waveland, Inc are required to evaluate the recognition and measurement of uncertain tax positions ( UTPs ) by determining whether their tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026

Commitments and Contingencies As of December 31, 2024, the Company is not a party to any significant legal proceedings incidental to its business.

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026

Estimates and Uncertainties The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026

Commitments and Contingencies As of September 30, 2025, the Company is not a party to any significant legal proceedings incidental to its business.

SEC original ↗Prog Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Apr 7, 2026