Annual Report of Employee Stock Purchase/Savings Plan (Form 11-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One):

ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

oTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 001-38047

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

Rent-A-Center, Inc. 401(k) Retirement Savings Plan

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

Rent-A-Center, Inc.

5501 Headquarters Drive

Plano, Texas 75024

Financial Statements and Report of Independent Registered Public Accounting Firm

Rent-A-Center, Inc. 401(k) Retirement Savings Plan

December 31, 2021 and 2020

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

As of December 31, 2021 and 2020

2021	2020
ASSETS
Investments, at fair value:
Mutual funds	$	214,748,201	$	186,514,239
Common stock	16,214,004	17,190,749
Stable value fund	9,203,505	10,421,113
Total investments, at fair value	240,165,710	214,126,101
Cash	72	-
Receivables:
Participant contributions	218,760	191,614
Employer contributions	94,136	81,627
Notes receivable from participants	9,809,124	9,888,617
Accrued income	-	22,183
Total receivables	10,122,020	10,184,041
Total assets	250,287,802	224,310,142
LIABILITIES
Corrective distributions	550,017	339,959
Total liabilities	550,017	339,959
NET ASSETS AVAILABLE FOR BENEFITS	$	249,737,785	$	223,970,183

The accompanying notes are an integral part of these statements.

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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the year ended December 31, 2021

Additions to net assets available for benefits attributable to:
Investment income
Dividends	$	25,334,791
Net appreciation in fair value of investments	6,763,970
Total investment income	32,098,761
Interest income on notes receivable from participants	372,660
Contributions
Participants	14,810,028
Employer	6,086,697
Rollovers	1,015,654
Total contributions	21,912,379
Total additions	54,383,800
Deductions from net assets available for benefits attributed to:
Benefits paid to participants	24,343,933
Administrative expenses	64,895
Total deductions	24,408,828
Net increase in net assets available for benefits prior to transfer to other plans	29,974,972
Transfers to other plans	4,207,370
Net increase in net assets available for benefits	25,767,602
Net assets available for benefits
Beginning of year	223,970,183
End of year	$	249,737,785

The accompanying notes are an integral part of these statements.

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NOTE A - PLAN DESCRIPTION AND BENEFITS

General

The following description of the Rent-A-Center, Inc. 401(k) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

The Plan was originally effective October 1, 1997, has been amended and restated throughout the years, and was most recently amended on January 1, 2022. The Plan is a defined contribution plan covering all U.S. employees of Rent-A-Center, Inc. (the Company) who have completed three months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

The Company serves as the plan sponsor and is responsible for all administrative duties described in the Plan document. Additionally, the Plan is governed by the Plan Administrative Committee of the Company, which monitors and determines the Plan's structure, participant demographics, investment offerings and performance, and other administrative issues. The trustee of the Plan is Reliance Trust Company, and JPMorgan Invest Holdings LLC (J.P. Morgan) is the recordkeeper.

Contributions

The Plan permits participants to defer, on a pre-tax basis, up to 50% of their annual compensation, as defined under the Plan. These deferrals are not to exceed $19,500 of their annual compensation (plus a $6,500 catch-up deferral for employees over 50 years of age) for 2021. Participants may also contribute amounts representing rollovers from other qualified defined benefit or defined contribution plans. The Company made matching contributions equal to $0.50 for each $1.00 on the first 6% of eligible employee compensation in 2021. The Company, at its sole discretion, may make a profit sharing contribution at the end of each Plan year. The Company did not make a profit sharing contribution for the Plan year ended December 31, 2021.

Participant Accounts

Each participant's account is credited with the participant's contributions, Company's matching contributions and Plan earnings or losses and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Eligibility and Vesting

Company employees are eligible to participate in the Plan after 90 days of employment. Participants immediately vest in their salary deferral contributions to the Plan plus allocated earnings thereon. Participants are vested in Company matching and profit sharing contributions and allocated earnings after two or more years of vesting service as defined by the Plan. Additionally, a participant becomes 100% vested if employment is terminated due to death or full and permanent disability.

Forfeitures

Upon termination of employment, a participant's unvested account balance forfeits to the Plan to be used to pay restoration contributions, replace abandoned accounts, or offset employer contributions as defined in the Plan document. The balance of forfeited nonvested accounts to be used in future periods totaled approximately $298,000 and $135,000 as of December 31, 2021 and 2020, respectively.

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Benefits

Upon retirement, death, disability, or separation from service, a participant (or the participant's beneficiary, if applicable) will receive a lump sum amount equal to the value of the participant's vested interest in the participant's account, or to the extent a participant's or beneficiary's account is invested in at least five whole shares of Company common stock, the participant or beneficiary may elect to receive a distribution in whole shares of such stock, rather than in cash. The Plan allows participants to make hardship withdrawals subject to certain limitations, as defined in the Plan document. In May 2020, the Plan was amended to adopt the provisions of the Bipartisan Budget Act of 2018 related to hardship distributions. There were no unpaid withdrawals as of December 31, 2021 or December 31, 2020.

Investments in Company Securities

Plan participants may elect to invest contributions in Rent-A-Center, Inc. common stock, but are limited to 10% of their elected deferrals. In addition, a participant's total invested balance in Rent-A-Center, Inc. common stock may not exceed 50% of the total value of their account balance.

Notes Receivable from Participants

Participants may be granted loans from their fund accounts secured by their account balances. The limitation on the amount that can be borrowed at any time is the lesser of $50,000 or 50% of the participant's vested account balance; the minimum loan amount is $500. The repayment period of the loan cannot exceed five years, except for loans relating to the purchase of a primary residence for which the repayment period is fifteen years. The notes are secured by the balance in the participant's account and bear interest at the prime rate fixed as of the borrowing date. Principal and interest is paid ratably through payroll deductions. Interest rates on such loans range from 3.25% to 5.5% at December 31, 2021. Participant loans have various maturity dates ranging from 2022 to 2036.

CARES Act

The Plan includes certain provisions in accordance with recent Federal regulations of the Coronavirus Aid Relief and Economic Security Act (CARES Act) for qualifying participants, including COVID-19 withdrawal options and increased loan limits of up to $100,000, in addition to deferment of loan payments for up to 12 months, for those participants who meet certain qualifications.

Termination of the Plan

While the Company has not expressed any intent to discontinue the Plan, it may, by action of the Board of Directors, terminate the Plan. In the event the Plan is terminated, the participants become 100% vested in their accounts.

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Administrative Expenses

In accordance with the applicable agreement, expenses for services relating to funds management and administrative expenses to the recordkeeper for distribution, valuation and mailing services related to plan administration are paid by the Plan primarily using forfeitures.

Plan Transfers

Upon the sale of Company-owned stores to a franchisee or other external buyer, including transfer of employment for related Plan participants, the Plan may transfer Plan assets to a successor plan of the buyer, in accordance with the terms of the sale. In 2021, the Plan transferred assets of approximately $4.2 million to successor plans in connection with the sale of Company-owned stores to a franchisee.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

The financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Basis of Accounting

The financial statements of the Plan are prepared using the accrual method of accounting.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Valuation of Investments and Income Recognition

The Plan's investments are stated at fair value. See Note C for further discussion of the Plan's valuation methods under fair value accounting standards.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded when earned and dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes gains and losses on investments bought and sold as well as held during the year.

Payment of Benefits

Benefits are recorded when paid.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed as incurred. No allowance for credit losses has been recorded as of December 31, 2021 and 2020. Delinquent loans are reclassified as distributions based upon the terms of the Plan document.

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NOTE C - FAIR VALUE MEASUREMENTS

The Plan uses a fair value hierarchy that 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 or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

•Level 1 - Readily accessible and unadjusted quoted prices in an active market for identical assets or liabilities.

•Level 2 - Significant observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

•Level 3 - Significant unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to its fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such instruments pursuant to the valuation hierarchy. The Plan did not change its valuation techniques associated with fair value measurements from the prior period, and there were no transfers between levels during the years ended December 31, 2021 and 2020.

When quoted market prices are available in an active market, investments in securities are classified within Level 1 of the valuation hierarchy. These securities include the Plan's mutual funds and Rent-A-Center, Inc. common stock, which is valued at the closing price reported by the exchange on which it is traded.

The stable value fund is a collective trust, and is valued at the Net Asset Value (NAV) of units of the bank collective trust. NAV is a readily determinable fair value and is the basis for current transactions. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. The NAV is provided by the administrator of the fund, which is based on the value of the underlying assets owned by the fund minus applicable liabilities and then divided by the number of shares outstanding. There are no redemption restrictions on the stable value fund.

The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2021.

Level 1	Level 2	Level 3	Total
Mutual funds	$	214,748,201	$	-	$	-	$	214,748,201
Common stock	16,214,004	-	-	16,214,004
Collective trust investment - Stable value fund	-	9,203,505	-	9,203,505
Subtotal	$	230,962,205	$	9,203,505	$	-	$	240,165,710

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The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2020.

Level 1	Level 2	Level 3	Total
Mutual funds	$	186,514,239	$	-	$	-	$	186,514,239
Common stock	17,190,749	-	-	17,190,749
Collective trust investment - Stable value fund	-	10,421,113	-	10,421,113
Subtotal	$	203,704,988	$	10,421,113	$	-	$	214,126,101

NOTE D - INCOME TAX STATUS

The Plan obtained its latest determination letter effective June 30, 2020, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the Code). In addition the Plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code, and is, therefore, qualified and the related trust is tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.

US GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan has concluded that it has no material uncertain tax liabilities to be recognized as of December 31, 2021. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

NOTE E - PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments include JP Morgan investment funds and shares of the Company's common stock. JP Morgan is an affiliate of the recordkeeper, J.P. Morgan. These transactions qualify as party-in-interest transactions. In addition, loans made to participants in the Plan are also considered party-in-interest transactions.

During the year ended December 31, 2021, the Plan incurred approximately $20,000 of fees associated with services provided by J.P. Morgan, which qualifies as party-in-interest transactions.

NOTE F - RISKS AND UNCERTAINTIES

The Plan invests in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, 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 the participants' account balances and amounts reported in the statements of net assets available for benefits. Please reference "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2021, which is incorporated by reference herein, for additional discussion of material risks related to the Company which may adversely impact the Company's operations, financial position, results of operations, cash flows and the value of the Company's common stock.

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NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31:

2021	2020
Net assets available for benefits per the financial statements	$	249,737,785	$	223,970,183
Loans deemed as distributed	(699,569)	(390,143)
Net assets available for benefits per the Form 5500	$	249,038,216	$	223,580,040

The following is a reconciliation of net increase in net assets per the financial statements to net income per the Form 5500 for the year ended December 31, 2021:

Net increase in net assets per the financial statements	$	29,974,972
Net adjustment from loans deemed as distributed	(309,426)
Net income per the Form 5500	29,665,546
Cash transfers from plan	4,207,370

NOTE H - NON-EXEMPT TRANSACTION

For the year ended December 31, 2021 and 2020, the Company failed to remit employee deferral contributions for certain off-cycle payroll periods within the timeframe prescribed by the Department of Labor, as reported in the below Schedule of Delinquent Participant Contributions. These are deemed prohibited transactions in accordance with ERISA and the Internal Revenue Code. The Company corrected the prohibited transactions in 2022 and 2021, including depositing the lost earnings to the participants account, filing the required Form 5330 with the Internal Revenue Service and paying the appropriate excise tax.

NOTE I - SUBSEQUENT EVENTS

The Plan has evaluated subsequent events through June 29, 2022, the date the financial statements were issued. No adjustments were made to the financial statements as a result of this evaluation.

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SUPPLEMENTAL INFORMATION

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SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2021

EIN: 45-0491516

Plan No: 001

(b)	(c)	(e)
(a)	Identity of issuer or borrower	Description of investment	Current Value
Fidelity	Small Cap Index Fund	$	2,442,553
*	JP Morgan Funds	Small Cap Equity Fund	1,860,287
Fidelity	Mid Cap Index Fund	3,583,042
PRIMECAP Odyssey Funds	Aggressive Growth Fund	3,721,662
Vanguard Funds	Mid Cap Index Fund	1,830,168
Fidelity	500 Index Fund	12,264,197
John Hancock Funds	Disciplined Value Fund	1,601,699
T. Rowe Price Funds	Growth Stock Fund	7,820,187
Oppenheimer Funds	Developing Markets Fund	1,582,251
Fidelity	International Index Fund	2,880,683
Fidelity	Total International Index Fund	788,033
*	JPMorgan Funds	Retirement Income Fund	2,932,856
*	JPMorgan Funds	Lifetime 2060 Fund	2,464,915
*	JPMorgan Funds	Lifetime 2055 Fund	7,115,073
*	JPMorgan Funds	Lifetime 2050 Fund	13,764,295
*	JPMorgan Funds	Lifetime 2045 Fund	24,924,013
*	JPMorgan Funds	Lifetime 2040 Fund	28,727,787
*	JPMorgan Funds	Lifetime 2035 Fund	30,304,510
*	JPMorgan Funds	Lifetime 2030 Fund	27,673,216
*	JPMorgan Funds	Lifetime 2025 Fund	21,824,518
*	JPMorgan Funds	Lifetime 2020 Fund	6,691,196
Fidelity	U.S. Bond Index Fund	3,322,491
American Century	Inflation Adjusted Fund	1,397,564
*	JPMorgan Funds	Core Plus Fund	3,231,005
*	Rent-A-Center, Inc.	Common Stock	16,214,004
Wells Fargo Funds	Stable Value Fund	9,203,505
Total investments	240,165,710
*	Participant Loans	Notes receivable from participants, interest rates at 3.25% minimum, 5.5% maximum and maturing from 2022 to 2036	9,030,105
Total, at fair value	$	249,195,815

* Represents a party-in-interest.

Note: Cost has been omitted as investments are all participant-directed and the cost basis for participant loans was zero.

See accompanying report of independent registered public accounting firm.

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SCHEDULE H, LINE 4a - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

For the Year Ended December 31, 2021

EIN: 45-0491516

Plan No: 001

Participant Contributions Transferred Late to Plan $61	Total that Constitute Nonexempt Prohibited Transactions	Total Fully Corrected under VFCP and PTE 2002-51
Contributions Not Corrected	Contributions Corrected Outside VFCP	Contributions Pending Correction in VFCP
Check here if Late Participant Loan Repayments are Included ☐ Yes	$61	$176	$0	$0

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SIGNATURE

The Plan. 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.

	RENT-A-CENTER, INC. 401(k) RETIREMENT
SAVINGS PLAN
By:	RENT-A-CENTER, INC.
Plan Administrator
Date:	June 29, 2022		By:	/s/ Bryan Pechersky
			Bryan Pechersky
			Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Exhibit

NumberDescription

23.1*Consent of CliftonLarsonAllen LLP

______________________________________________________________________________________________________

* Filed herewith.

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