Upbound SC 13G/A / Allred Aaron R ownership change

SCHEDULE 13G

CUSIP No.

76009N100

Names of Reporting Persons

Allred Aaron R

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,898,067.00
6	Shared Voting Power 2,671,004.00
7	Sole Dispositive Power 1,898,067.00
8	Shared Dispositive Power 2,671,004.00

Aggregate Amount Beneficially Owned by Each Reporting Person

4,569,071.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

8.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

UPBOUND GROUP, INC.

(b)

Address of issuer's principal executive offices:

5501 Headquarters Drive, Plano, Texas, 75024

Item 2.

(a)

Name of person filing:

Aaron Allred

(b)

Address or principal business office or, if none, residence:

c/o Acima Digital, 13907 Minuteman Dr, 5th Floor, Draper, UT 84020

(c)

Citizenship:

United States

(d)

Title of class of securities:

Common Stock

(e)

CUSIP No.:

76009N100

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

The information required by Item 4 is set forth in Rows 5-11 of the cover page hereto and is incorporated herein by reference for the Reporting Person. Alterra Holdings, LLC, a Utah limited liability company, is the record owner of 1,898,067 shares of common stock, par value $0.01, of Upbound Group, Inc. ("Common Stock"). The Reporting Person is the sole manager of Alterra Holdings, LLC and therefore has sole voting and dispositive power over such shares. Arklow Holdings, LLC, a Utah limited liability company, is the record owner of 2,671,004 shares of Common Stock. As a general member and manager of the LLC, the Reporting Person shares voting and dispositive power over such shares.

(b)

Percent of class:

The information required by Item 4 is set forth in Rows 5-11 of the cover page hereto and is incorporated herein by reference for the Reporting Person. The Reporting Person's aggregate percentage of beneficial ownership of the total amount of Common Stock outstanding is based on 54,699,602 shares of Common Stock outstanding as of October 24, 2024, as reported in the Issuer's 10-Q filed on October 31, 2024. %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

1,898,067

(ii) Shared power to vote or to direct the vote:

2,671,004

(iii) Sole power to dispose or to direct the disposition of:

1,898,067

(iv) Shared power to dispose or to direct the disposition of:

2,671,004

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

The Reporting Person's spouse and children may have the right to receive or the power to direct the receipt of the dividends from, and any proceeds from the sale of, the shares. No such individual interest relates to more than 5% of the outstanding Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Allred Aaron R

Signature:	/s/ Aaron Allred
Name/Title:	Aaron Allred
Date:	02/13/2025

Upbound (UPBD) SC 13G/AUPBOUND / Allred Aaron R ownership change