What changed in this filing

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Item 1. Business

2025-11-13 compared with 2024-11-13 · 120 added, 139 removed, 199 unchanged (57% of the section changed)

Purpose, Vision and Strategy

is a leading provider of pawn services in the United States (“U.S.”) and Latin America with 1,279 locations and more than 8,000 Team Members.

is a leading provider of pawn services in the United States (“U.S.”) and Latin America with 1,360 locations and approximately 8,500 Team Members.

We are a Delaware corporation headquartered in Austin, Texas.

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• Risk Management and Building a Culture of Compliance — We are continually focused on strengthening our capabilities to manage operational, financial, regulatory, compliance, information security and reputational risk.

• Environment, Social and Governance (“ESG”) — We prioritize developing the foundational elements of a comprehensive and integrated sustainability program.

• Sustainability — We prioritize developing the foundational elements of a comprehensive and integrated sustainability program.

Overview of Our Business

At September 30, 2025, we operated a total of 1,360 locations, consisting of:

pawn stores (operating primarily as EZPAWN or Value Pawn & Jewelry);

pawn stores (operating primarily as EZPAWN and Value Pawn & Jewelry);

• 622 Mexico pawn stores (operating primarily as Empeño Fácil and Cash Apoyo Efectivo);

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CCV) headquartered in Perth, Western Australia.

Cash Converters and its controlled companies comprise a diverse group generating revenues from franchising, store operations, personal finance (including pawn transactions) and vehicle finance in 669 stores across 17 countries.

Cash Converters and its controlled companies comprise a diverse group generating revenues from franchising, store operations, and personal finance (including pawn transactions) in 659 stores across 15 countries.

• We own a preferred interest in Founders One, LLC (“Founders”) that has majority ownership in Simple Management Group, Inc.

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We remain focused on optimizing our balance of PLO and the resulting higher PSC.

The following chart presents sources of gross profit, including PSC, merchandise sales gross profit (“Merchandise sales GP”) and jewelry scrapping gross profit (“Jewelry scrapping GP”) for fiscal 2024, fiscal 2023 and fiscal 2022:

The following chart presents sources of gross profit, including PSC, merchandise sales gross profit (“Merchandise sales GP”) and jewelry scrap gross profit (“Jewelry scrap GP”) for fiscal 2025, fiscal 2024 and fiscal 2023:

The following charts present sources of gross profit by geography for fiscal 2025, fiscal 2024 and fiscal 2023:

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At our pawn stores, we advance cash against the value of collateralized tangible personal property.

We earn pawn service charges (“PSC”) for those cash advances, and the PSC rate varies by state and transaction size.

At the time of the transaction, we take possession of the pawned collateral, which consists of tangible personal property, generally jewelry, consumer electronics, tools, sporting goods and musical instruments.

If the customer chooses to redeem their pawn, they will repay the amount advanced plus any accrued PSC.

We earn pawn service charges (“PSC”) for those cash advances, which vary by jurisdiction and transaction size.

At the time of the pawn transaction, we take possession of the pawned collateral, which consists of tangible personal property, primarily jewelry, consumer electronics, tools, sporting goods or musical instruments.

If the customer chooses to redeem their pawn, they repay the amount advanced plus PSC.

If the customer chooses not to redeem their pawn, the pawned collateral becomes our inventory, which we sell in our retail merchandise sales activities or, in some cases, scrap for its inherent gold or precious stone content.

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In the U.S., PSC rates generally vary between 12% and 25% per month as permitted by applicable law, and the pawn term generally ranges between 30 and 90 days.

Individual pawn transactions typically average between $170 and $200.

In Mexico, PSC rates generally vary between 15% and 21% per month as permitted by applicable law, and the pawn primary term is 30 days.

Individual pawn transactions typically average between 1,200 and 1,500 Mexican pesos, or approximately $65 to $85 on average using the average exchange rate for fiscal 2024.

In GPMX, PSC rates generally vary between 12% and 18% per month as permitted by applicable law, and the pawn primary term is 30 days.

Individual pawn transactions are made in the local currency of the country and typically average between $120 and $140 using the average exchange rates for fiscal 2024.

The average transaction amounts tend to be higher in the GPMX countries than in Mexico due to the higher concentration of jewelry used as pawn collateral.

Pawn transactions typically average between $200 and $220.

In Mexico, PSC rates generally vary between 15% and 21% per month as permitted by applicable law, and the pawn term is 30 days.

Pawn transactions typically average between 1,400 and 1,700 Mexican pesos, or approximately $70 to $85, using the average exchange rate for fiscal 2025.

In GPMX, PSC rates generally vary between 12% and 18% per month as permitted by applicable law, and the pawn term is 30 days.

Pawn transactions are made in the local currency of the country in which the transaction occurs and typically average between $120 and $140 using the average exchange rates for fiscal 2025.

The average transaction size tends to be higher in the GPMX countries than in Mexico due to the higher concentration of jewelry used as pawn collateral.

If a customer chooses not to redeem, renew or extend their pawn, the pawn collateral is forfeited and becomes inventory available for sale.

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The difference between the subsequent sale of the forfeited collateral and the amount of the pawn (offset by any inventory reserve) is reflected in merchandise sales gross margin.

Our ability to offer quality pre-owned goods at prices significantly lower than original retail prices attracts value-conscious customers.

The gross profit on sales of inventory depends primarily on our assessment of the estimated resale or scrap value at the time the property is either accepted as pawn collateral or purchased and our ability to sell that merchandise in a timely manner.

As a significant portion of our inventory and sales involve gold and jewelry, our results can be influenced by the market price of gold and diamonds.

Customers in the U.S.

and the majority of our Latin America stores may purchase a product protection plan that allows them to exchange certain general merchandise (non-jewelry) sold through our retail pawn operations within six months of purchase.

In the U.S., we also offer a jewelry VIP package, which guarantees customers a minimum future pawn advance amount on the item sold, allows them full credit if they trade in the item to purchase a more expensive piece of jewelry and provides minor repair service on the item sold.

Customers may also purchase an item on layaway by paying a minimum layaway deposit of typically 10% of the item’s sale price, in addition to an upfront fee.

Our ability to offer quality pre-owned goods for sale at prices significantly lower than original retail prices attracts value-conscious customers.

The gross profit on sales of inventory depends primarily on our assessment of the estimated resale or scrap value at the time the property is either received as pawn collateral or purchased and our ability to sell that merchandise in a timely manner.

Because a significant portion of our inventory and sales involve gold and jewelry, our results may be influenced by the market price of gold and diamonds.

We offer for purchase to customers in the U.S.

and the majority of our Latin America stores a product protection plan that allows them to exchange certain general merchandise (non-jewelry) sold through our retail pawn operations within six months of purchase.

In the U.S., we also offer a jewelry VIP package, which ensures customers a certain minimum future pawn advance amount on the item sold, allows them to trade in the item towards purchase of a more expensive piece of jewelry and provides minor cleaning and repair service on the item.

We also provide the opportunity to purchase an item on layaway by paying a minimum layaway deposit, typically 10% of the item’s sale price, in addition to an upfront fee.

We typically hold items on layaway for a 90-300 day period, during which the customer is required to pay the balance of the sales price through a series of installment payments.

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Operations and Risk Management

Our pawn operations are designed to provide the optimum level of support to the store teams, providing coaching, mentoring and problem solving to identify opportunities to better serve our customers and position us to be the leader in customer service and satisfaction.

Our risk management structure consists of asset protection, compliance and internal audit departments, which monitor the inventory system, lending practices, regulatory compliance and compliance with our policies and procedures.

Our pawn operations are designed to provide the optimum level of support to the store teams, providing coaching and mentoring to enable our teams to best serve our customers and position us as a leader in customer service and satisfaction.

Our risk management structure consists of compliance, asset protection and internal audit teams, which monitor lending practices, inventory systems, regulatory compliance and compliance with robust internal policies and procedures.

We perform full physical audits of inventory at each store at least annually, and more often in higher risk stores or those experiencing higher shrinkage.

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Engagement Survey

We performed a Global Employee Engagement Survey, administered by Glint, in April 2024, and had a 87% participation rate with an overall engagement score of 84.

Our engagement score is ten points higher than the global benchmark, which contains data from over 1,100 companies of varying size across a variety of industries (Finance, Healthcare, Manufacturing, Professional Services, Retail, Technology and Utilities) and includes results from over eight million respondents located in over 150 countries.

Our top strengths were Career, Customer Focus and Continuous Improvement.

Our focus areas for improvement included Team, Valued Teammate and Work-Life Balance.

Team Members provided over 11,900 comments with mixed sentiment, 27% positive, 38% neutral and 35% negative.

To ensure we address issues raised in the survey, all people leaders at the District Manager and above level will have Engagement Objectives for fiscal 2025 guided by actions that will yield the greatest business and Team Member impact.

We perform an annual Global Employee Engagement Survey, to assess the engagement of our teams and to identify areas of opportunity.

Our most recent survey, administered by Glint in April 2025, achieved an 89% participation rate and an overall engagement score of 85.

Our engagement score is eleven points higher than the global benchmark, assembled from data of over 1,200 companies of varying size across a variety of industries (Finance, Healthcare, Manufacturing, Professional Services, Retail, Technology and Utilities) and includes results from over 11 million respondents located in over 160 countries.

Our top strengths were Purpose, Customer Focus and Growth.

Our focus areas for improvement included Work-Life Balance, Action Taking and Recognition.

Team Members provided over 10,000 comments.

To ensure we address issues raised in the survey, all people leaders at the District Manager and above level have Engagement Objectives for fiscal 2026, guided by actions anticipated to yield the most significant business and Team Member impact.

Talent Management and Development

We employ approximately 8,000 Team Members across all our geographies, including approximately 3,600 in United States, 3,500 in Mexico and 900 in Central America.

We employ approximately 8,500 Team Members across the Company, including approximately 3,700 in United States, 3,800 in Mexico and 1,000 in Central America.

We seek to hire and promote Team Members to lead the way today and to step into greater roles in the future.

We achieve this goal through Training and Development programs that Team Members can use to plan their careers and identify future growth opportunities.

We engage Team Members at all levels so we can understand their professional and personal goals, identify high potential future leaders to strengthen our internal bench, support them in their journey and retain our talent.

We achieve this goal through training and development programs that Team Members use to plan their careers and identify future growth opportunities.

We engage Team Members at all levels in order to understand their professional and personal goals and identify high potential future leaders to strengthen our internal bench and retain our talent.

In our pawn stores we provide:

• An onboarding program that blends online and hands-on training in the art and science of pawnbroking;

• Onboarding programs that incorporate online and hands-on training in the art and science of pawnbroking;

• Career path programs aligned with our talent and succession strategy, emphasizing career progression and individual development programs;

• A learning experience that unlocks and accelerates Team Member potential as well as business growth.

• Learning experiences that unlock and accelerate Team Member potential and business growth.

Our investment in store-level Team Members produced tangible results during fiscal 2025:

• High scoring questions in our 2024 Global Employee Engagement Survey included “I know the career path(s) available to me at EZCORP” (with an 89% favorability rating) and “I have good opportunities to learn and develop at EZCORP” (with an 86% favorability rating).

• High scoring questions in our 2025 Global Employee Engagement Survey included “I have good opportunities to learn and develop at EZCORP” (with an 86 favorability rating) and “I have good career opportunities at EZCORP” (with an 84 favorability rating).

• Over 82% of managerial positions were filled via internal promotion.

We reinforced the utilization of our career path (Operations) and career and competency framework (Corporate Support Center) to build individual development plans to guide the career paths of Team Members and to prepare them for future roles.

We reinforced the utilization of our career path (Operations) and career and competency framework (Corporate Support Center) to build individual development plans to guide and prepare our Team Members for future roles within the Company.

Culture and Ethics

Culture is critical to our long-term success and to our ability to attract, develop and retain the top talent needed to accomplish our Purpose, Vision and Strategy.

Our values — People, Pawn, Passion — define our priorities as a business, and our Guiding Principles — Leadership, Customer Service, Accountability, Respect, Diversity and Sustainability — characterize the expectations for how we interact with Team Members, customers and communities.

Various tools are used globally to demonstrate commitment to our principles, values and positive culture, including a plain-language Code of Conduct and supporting policies, annual training on expectations and clear communications from executive management reinforcing ethical behavior and a positive culture.

Our values — People, Pawn, Passion — define our priorities as a business, and our Guiding Principles — Leadership, Customer-Centricity, Accountability, Respect, Belonging and Sustainability — establish the expectations for how we interact with Team Members, customers and communities.

We enlist a multitude of tools to demonstrate commitment to our principles, values and positive culture, from our plain-language Code of Conduct and supporting policies and annual training to our clear, honest, and frequent communications, including those from executive management, reinforcing ethical behavior and positive culture.

To support our ethical business practices, we maintain an Ethics Hotline available to all Team Members and external stakeholders to report (anonymously if desired) any matter of concern.

Communications to the hotline (which is managed by an independent third party) are routed to appropriate functions (whether Human Resources, Legal or Compliance), and in some cases directly to the Board of Directors, for investigation and resolution.

In addition, any shareholder or other interested party may send communications to the Board of Directors, either individually or as a group, through a process that is outlined in the Investor Relations section of our website.

Diversity and Inclusion

At EZCORP, we foster an environment that values diversity, inclusion and development for all.

In our 2024 Global Employee Engagement Survey, 83% of participants responded positively to the question, “I feel a sense of belonging at EZCORP.” In fiscal 2024, we continued to further our Diversity and Inclusion strategy by focusing on the following initiatives:

Communications to the hotline (which is managed by an independent third party) are routed to appropriate functional areas (including Human Resources, Legal or Compliance), and, in certain cases, directly to the Board of Directors, for investigation and resolution.

In addition, any shareholder or other interested party may send communications to the Board of Directors, individually or as a group, through means outlined in the Investor Relations section of our website.

At EZCORP, we foster an environment that values belonging and development for all.

In our 2025 Global Employee Engagement Survey, 84% of participants responded positively to the question, “I feel a sense of belonging at EZCORP.” In fiscal 2025, we continued to further our belonging strategy by focusing on the following initiatives:

• Commitment and Accountability — Demonstrate commitment and accountability through corporate policy, communications and actions.

• Workplace Inclusion — Foster work environments that value diversity and inclusion and encourage collaboration, flexibility and fairness.

• Diverse Workforce — Recruit and promote from diverse, qualified candidate pools to increase diversity of perspectives and experiences.

We sponsor affinity groups to foster an inclusive and supportive environment, where Team Members with shared characteristics, experiences or interests can connect, collaborate and contribute effectively.

The Women’s Empowerment, Black Empowerment, Hispanic Organization for Leadership Advocacy (HOLA) and EZ Pride affinity groups in the U.S.

and the Women’s Empowerment and Working Parents affinity groups in Latin America all aim to enhance diversity, equity and inclusion efforts by providing a platform for open dialogue, resource-sharing, professional development and cultural enrichment.

• Workplace Inclusion — Foster work environments that value belonging and encourage collaboration, flexibility and fairness.

We also employ a diverse workforce, embodying a broad array of perspectives and experiences.

Fiscal 2025 U.S.

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Total Rewards

Our compensation programs are designed to align the compensation of Team Members with individual and Company performance and to provide the proper incentives to attract, retain and motivate Team Members to achieve results.

The structure of our compensation programs balances incentive earnings for both short-term and long-term performance.

Our compensation programs are designed to align the compensation of Team Members with individual and Company performance and to provide incentives to attract and retain our Team Members and motivate them to achieve desired results.

Our compensation programs encompass incentive earnings for short-term and long-term performance.

Specifically:

• We provide wages and incentive plans that are competitive and consistent with positions, skill levels, experience, knowledge and geographic location.

Additionally, on an annual basis (U.S.) gender and racial/ethnic analysis is performed to ensure pay equity.

• We engage a nationally recognized outside compensation and benefits consulting firm to independently evaluate the effectiveness of our executive compensation and to provide benchmarking against our selected peer group, which includes similarly-sized companies from relevant industries that serve similar customer bases, operate in the retail or consumer finance industries and typically have similar operating dynamics.

• We provide wages and incentive plans that are competitive and consistent based on position, skill level, experience, knowledge and geographic location.

• We engage a nationally recognized outside compensation and benefits consulting firm to independently evaluate the effectiveness of our executive compensation and to provide benchmarking against our selected peer group, which includes similarly-sized companies that have commonality with us on customer base, industry and operating dynamics.

• We align our executives’ long-term equity compensation with our shareholders’ interests by linking realizable pay with stock performance.

• All employees are eligible for paid time off, Company-paid life insurance and participation in a tenure award program which recognizes their commitment and loyalty by awarding EZ+ Rewards points based on their years of service.

• All Team Members are eligible for paid time off, Company-paid life insurance and participation in a tenure award program that recognizes their commitment and loyalty by awarding EZ+ Rewards points based on their years of service.

Health and Safety

Our commitment to our Team Members is to provide a safe and injury-free workplace.

We continue to invest in programs designed to improve physical, mental and social well-being.

This includes identifying risks, complying with safety regulations, providing necessary training and equipment and fostering a culture of health and safety.

We also invest in programs designed to improve physical, mental and social well-being.

Our collective goal is to prevent injuries, create a secure workplace and promote Team Member well-being.

Management and Oversight

The People and Compensation Committee of the Board of Directors has primary responsibility for analyzing, advising and (as appropriate) approving executive compensation.

In addition to the role of management in designing effective compensation programs for all Team Members, the People and Compensation Committee of the Board of Directors has primary responsibility for analyzing, advising and (as appropriate) approving executive compensation.

The committee is also responsible for organizational development matters and otherwise assisting the Board of Directors in its overall responsibility to enable EZCORP to attract, retain, develop and motivate qualified executives who will contribute to the long-term success of the Company.

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Committee members are instrumental in the executive talent management and succession processes, including the review and attainment of annual objectives for our executive officers.

All executive officers have a minimum of one objective related to People, generally broken into the areas of Employee Engagement Scores, Voluntary Attrition and Inclusion.

Environmental, Social and Governance (ESG)

EZCORP is committed to meeting our customers’ needs in a responsible manner, and in that regard, we have aligned purpose, vision, values, guiding principles and business strategy with environmental, social and governance sustainability factors.

All executive officers have a minimum of one annual performance objective related to People, typically relating to Team Member engagement and voluntary attrition.

At EZCORP, we believe that “The Way We Do Business is as Important as the Business We Do.” This belief underlies our Code of Conduct, which outlines our expectations and provides guidance to our Team Members on carrying out their daily activities ethically and responsibly.

Our guiding principles include Leadership, Customer-Centricity, Accountability, Respect, Belonging and Sustainability, and these principles form the foundation for how we govern our business.

• Though we are a “Controlled Company” under the Nasdaq Listing Rules, we maintain the governance standards required of all publicly-listed Nasdaq companies, including:

• Independent directors comprise a majority of our Board of Directors.

Five of the seven members of our Board of Directors meet all of the independence requirements set forth in the Nasdaq Listing Rules, and none of the independent directors have any past or existing relationship with our controlling stockholder outside of their Board service.

• All of our standing Board committees (Audit and Risk Committee, People and Compensation Committee and Nominating Committee) are comprised solely of independent directors.

For further discussion of our corporate governance standards, see “Part III, Item 10 — Directors, Executive Officers and Corporate Governance.”

• Our pawn operations are licensed and supervised in all jurisdictions in which we operate.

We maintain a strong compliance culture that is monitored and overseen by our Board of Directors and supported by seasoned regulatory and compliance teams.

• Protecting the privacy, integrity and security of our customers’ data and our enterprise network is a top priority that is also monitored and overseen by our Board of Directors.

We maintain a separate IT Security team that is responsible for the design and implementation of our cyber risk strategy, including deployment of systems, enterprise-wide training, monitoring and reporting of threat incidents and response preparedness, as further discussed in “ Part I, Item 1C — Cybersecurity.”

Sustainability

EZCORP is committed to meeting our customers’ needs in a responsible manner, and in that regard, we have aligned our purpose, guiding principles and business strategies with sustainability — both in terms of the environment and the ways in which we care for our customers.

Our pawnbroking and related retail sales activities inherently contribute to the “circular economy” and promote environmental sustainability.

We provide unique options for our customers to satisfy their needs for cash — options that are not offered by traditional lenders such as banks and credit unions, credit card providers, or installment and short-term lenders.

For many of our customers, pawn transactions provide an essential and financially responsible lifeline for meeting their unexpected expenses.

We provide unique options for our customers to satisfy their cash needs — options that are not offered by traditional lenders, such as banks and credit unions, credit card providers or installment and short-term lenders.

For many of our customers, pawn transactions provide an essential and financially responsible lifeline within their own neighborhoods for meeting their unexpected expenses.

Our retail activities rely primarily on local sourcing of pre-owned merchandise and the recirculation of those items back into the neighborhoods we serve.

In short, our business is unique, essential and sustainable.

Environmental Sustainability

Our business contributes to overall environmental sustainability in the following ways:

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Thus, we do not maintain or rely on mass supply, distribution or warehousing facilities.

• Virtually all of the merchandise we sell is pre-owned, which contributes to pre-owned goods recycling and the circular economy.

• Virtually all of the merchandise we sell is pre-owned, contributing to goods recycling and the circular economy.

In fiscal 2025, we sold approximately 5.4 million pre-owned items, including over 3.0 million items in the consumer electronics, camera and household goods categories, 1.5 million other general merchandise items (such as tools and musical instruments) and 0.8 million jewelry items.

In addition, through our jewelry scrapping activities, we recycle significant volumes of gold and diamonds.

All of these activities effectively extend the useful life of many products, reducing waste and lessening the demand for new manufacturing and mining.

All of these activities extend the useful life of products, reducing waste and lessening the demand for new manufacturing and mining.

• Our store operations themselves leave a relatively small carbon footprint when compared to big-box or other mass retailers that rely on manufacturers and extensive supply chain and distribution channels.

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stores and 60% of Latin America stores.

• In all of our facilities, including our corporate support offices, we promote environmental stewardship by reducing consumption, recycling paper products (approximately 1 million pounds across all U.S.

• In all of our facilities, including our corporate support offices, we promote environmental stewardship by reducing consumption, recycling paper products (approximately 861,344 pounds across all U.S.

locations during fiscal 2025) and responsibly disposing of end-of-life computers, electronics and related accessories through recycling or other sound e-waste processing.

Our corporate office in Austin, Texas is LEED Certified Silver status.

Social Responsibility

Our business promotes social responsibility in the following ways:

• Our business serves as an essential and responsible financial resource for unbanked and or underserved consumers who have limited access to traditional forms of capital or credit.

We improve the reach and access to financial services through neighborhood-based stores, supported by digital offerings.

We provide instant access to cash in transactions that generally average $185 in the U.S.

Our pawn transactions are simple, transparent, regulated and safe, and funding approval is based on the valuation of the collateral item, not on the credit worthiness of the customer.

The customer is not required to repay the amount advanced;

rather, the customer may choose to repay the amount advanced and the PSC or forfeit the collateralized merchandise.

We do not engage in collection efforts or take other legal actions against our customers, and we do not report transaction histories to external credit agencies.

• Customer satisfaction measurement and feedback are key factors in improving our customer service and Team Member engagement.

To capture direct customer feedback, we have enabled Google Reviews across all stores and have received over 349,000 Google reviews with an average satisfaction rating of 4.8 out of 5 across U.S and Latin America.

• We offer customers multiple payment options, including cross-store, over-the-phone and web-based and mobile platforms, reducing the need to travel to stores to make payments.

Online payments are accepted on layaways and pawn extensions, with electronic payment receipts delivered on these transactions.

• We have refreshed the mission of EZCORP Foundation, our philanthropic arm that is focused on making a difference in communities where we live and operate by supporting charitable organizations that align with our operating values of People, Pawn and Passion.

Current initiatives include supporting financial literacy efforts, working to eradicate food insecurity, empowering young people to succeed and other poverty intervention activities.

• For a discussion of our Diversity and Inclusion initiatives, see “Human Capital Management — Diversity and Inclusion” above.

At EZCORP, we believe that “The Way We Do Business is as Important as the Business We Do.” That belief underlies our Code of Conduct, which outlines our expectations and provides guidance on how our Team Members can carry out their daily activities ethically and responsibly.

Our ethical principles include Honesty, Integrity, Reliability, Loyalty, Respect, Responsibility, Fairness, Caring, Leadership and Diversity, and these principles form the foundation for how we govern our business.

• Even though we are a “Controlled Company” under the Nasdaq Listing Rules, we maintain the governance standards required of all publicly-listed Nasdaq companies, including:

• Independent directors comprise a majority of our Board of Directors.

Four of the seven members of our Board of Directors meet all of the “independence” requirements set forth in the Nasdaq Listing Rules, and none of the independent directors have any past or existing relationship with our controlling stockholder outside of their Board service.

• All of our standing Board committees (Audit and Risk Committee, People and Compensation Committee and Nominating Committee) are comprised of solely independent directors.

• We satisfy Nasdaq’s board diversity rules, with two of our seven Board members being diverse directors, one of whom self-identifies as female and an underrepresented minority and one whom self-identifies as an underrepresented minority.

For further discussion of our corporate governance standards, see “Part III, Item 10 — Directors, Executive Officers and Corporate Governance.”

• Our pawn operations are licensed and supervised in all jurisdictions in which we operate.

We maintain a strong compliance culture that is monitored and overseen by our Board of Directors and supported by seasoned regulatory and compliance teams.

• Protecting the privacy, integrity and security of our customers’ data and our enterprise network is a top priority that is also monitored and overseen by our Board of Directors.

Growth and Expansion

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During fiscal 2025, we continued our expansion in Latin America and the U.S.

with the opening of 41 de novo stores (20 in Mexico, 17 in Guatemala, 3 in Honduras and 1 in Nevada) and the acquisition of 13 stores in the U.S.

with the opening of 40 de novo stores (20 in Mexico, 14 in Guatemala, 4 in Honduras and 2 in El Salvador ) and the acquisition of 52 stores (48 in Latin America and 4 in the U.S.).

We also consolidated 11 stores (10 in Latin America and 1 in the U.S.).

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We see opportunity for further expansion in Latin America and the U.S.

through both acquisitions and de novo openings.

through acquisitions and de novo openings.

Seasonality and Quarterly Results

In the U.S., PSC is historically highest in our fourth fiscal quarter (July through September) due to a higher average PLO balance during the summer and lowest in our third fiscal quarter (April through June) following the tax refund season, and merchandise sales are highest in our first and second fiscal quarters (October through March) due to the holiday season, jewelry sales surrounding Valentine’s Day and the availability of tax refunds.

In Latin America, most of our customers receive additional compensation from their employers in December, and many receive additional compensation in June or July, applying downward pressure on PLO balances and fueling some merchandise sales in those periods.

In Mexico, we saw similar downward pressure in loan balances during the third quarter of fiscal 2023 due to a change in law related to company profit sharing payments to employees.

We anticipated this change would impact pawn loan redemptions annually in May and June;

however, in fiscal 2024, the demand for pawn loans in Mexico exceeded any downward pressure related to profit sharing payments.

In the U.S., PSC historically is highest in our fourth fiscal quarter (July through September) due to a higher average PLO balance during the summer and is lowest in our third fiscal quarter (April through June) following the tax refund season.

Merchandise sales historically are highest in the U.S.

in our first and second fiscal quarters (October through March) due to the holiday season, Valentine’s Day jewelry sales and our customers’ receipt of tax refunds.

As a net effect of these and other factors and excluding discrete charges, our consolidated income before tax is generally highest in our first fiscal quarter (October through December) and lowest in our third fiscal quarter (April through June).

We encounter significant competition in connection with all of our activities.

We encounter significant competition in connection with our business activities.

These competitive conditions may have an impact on our revenues, profitability and ability to expand.

We compete with other pawn stores, credit service organizations, banks, credit unions and other financial institutions, such as consumer finance companies.

We compete with other pawn stores, banks, alternative lenders and loan brokers, credit unions and other financial institutions, such as consumer finance companies.

We believe the primary elements of competition are the quality of customer service and relationship management, including understanding our customers’ needs better than anyone else, convenience, store location and a customer-friendly environment.

In addition, we believe the ability to compete effectively will be based increasingly on strong general management, regional focus, automated management information systems, access to capital and superior customer service.

Our competitors for merchandise sales include numerous retail and wholesale stores such as jewelry stores, discount retail stores, consumer electronics stores, other pawn stores, other resale stores, electronic commerce retailers and auction sites.

In addition, we believe the ability to compete effectively is based increasingly on strong general management, regional focus, automated management information systems, access to capital and superior customer service.

Our competitors for merchandise sales include retail and wholesale stores such as jewelry stores, discount retail stores, consumer electronics stores, other pawn stores, other resale stores, electronic commerce retailers and auction sites.

Competitive factors in our retail operations include the ability to provide customers with a variety of merchandise at considerable value, coupled with exceptional customer service and convenient locations.

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is large, relatively mature and highly fragmented.

The industry consists of a few large operators (of which we are the second largest) and then independent operators who primarily own one-to-three locations .

The pawn industry in Latin America is also fragmented, but less so than in the U.S.

The industry consists of pawn stores owned by independent operators and chains, including some not-for-profit organizations.

The industry consists of a certain few large operators (of which we are the second largest), together with independent operators owning a smaller number of stores, primarily one to three locations .

The pawn industry in Latin America also is fragmented, but less so than in the U.S.

The Latin American pawn industry consists of independent for-profit operators, some of which operate chains of stores, and certain not-for-profit organizations.

We are the second largest for-profit operator in Mexico and the largest operator in Guatemala.

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We launched our EZ+ Rewards loyalty program in the U.S.

and Mexico in 2021 and in GPMX in 2022, and now hav e 5.4 million members globally.

This free program allows customers to earn points on most transactions that may be applied as a discount towards retail sales once a certain threshold is met.

and Mexico in 2021 and in GPMX in 2022, and now hav e 6.9 million global members.

This free program allows customers to earn points on most of our transactions that may be applied as a discount towards retail sales once certain point thresholds are met.

We believe this program provides a distinct competitive advantage over other pawn operators.

Trademarks and Trade Names

We operate our U.S.

pawn stores principally under the names “EZPAWN” or “Value Pawn & Jewelry,” our Mexico pawn stores principally under the name “EMPEÑO FÁCIL” and “Cash Apoyo Efectivo,” our Guatemala pawn stores under the name “GuatePrenda,” and our El Salvador and Honduras pawn stores under the name “MaxiEfectivo.” We have registered the names EZPAWN, Value Pawn & Jewelry and EZCORP, among others, with the United States Patent and Trademark Office.

In Mexico, we have registered the names “EMPEÑO FÁCIL,” “Bazareño,” “Presta Dinero”, “Montepio San Patricio” and “Cash Apoyo Efectivo” with the Instituto Mexicano de la Propiedad Industrial.

We operate our pawn stores principally under the names “EZPAWN” and “Value Pawn & Jewelry,” in the U.S., “EMPEÑO FÁCIL” and “Cash Apoyo Efectivo,” in Mexico, “GuatePrenda,” in Guatemala and “MaxiEfectivo” in El Salvador and Honduras.

We have registered the names EZPAWN, Value Pawn & Jewelry and EZCORP, among others, with the United States Patent and Trademark Office.

In Mexico, we have registered the names “EMPEÑO FÁCIL,” “Cash Apoyo Efectivo,” “Bazareño,” “Presta Dinero” and “Montepio San Patricio” with the Instituto Mexicano de la Propiedad Industrial.

We have registered the name “GuatePrenda” in Guatemala and the name “MaxiEfectivo” in Guatemala, El Salvador and Honduras.

Compliance with federal, state and local laws and regulations is an integral part of how we manage our business, and we conduct our business in material compliance with all of these rules.

Compliance with federal, state and local laws and regulations is an integral part of how we manage our business, and we conduct our business in material compliance with the law.

The following is a general description of significant regulations affecting our business:

Pawn Regulations — Our pawn stores are regulated by the states in which they are located and, in some cases, by individual municipalities or other local authorities.

The applicable statutes, ordinances and regulations vary from location to location and typically impose licensing requirements for pawn stores or individual pawn store Team Members.

Licensing requirements typically relate to financial responsibility and character and may establish restrictions on where pawn stores can operate.

Additional rules regulate various aspects of the day-to-day pawn operations, including the pawn service charges that a pawn store may charge, the maximum amount of a pawn loan, the minimum or maximum term of a pawn loan, the content and format of the pawn ticket, and the length of time after a pawn loan default that a pawn store must hold a pawned item before it can be offered for sale.

Failure to observe applicable regulations could result in a revocation or suspension of pawn licenses, the imposition of fines or requirements to refund service charges and fees and other civil or criminal penalties.

We must also comply with various federal requirements regarding the disclosure of the annual percentage rate, finance charge, amount financed, total of payments and payment schedule related to each pawn loan transaction.

Pawn Regulations — Our pawn stores are regulated by federal law, by the states in which they are located and, in some instances, by municipalities or other local authorities.

The applicable state and local laws vary by jurisdiction and typically impose store licensing requirements.

Licensing requirements usually include minimum financial responsibility, business know-how, and character requirements and may establish restrictions on where pawn stores can operate.

Additional rules regulate various aspects of the day-to-day pawn operations, including maximum PSC and loan amounts, minimum and/or maximum terms of a pawn loan, content and format of the pawn contract, and the length of time after expiration of a pawn loan that a store must hold a pawned item before it can be offered for sale.

Failure to observe applicable regulations can result in a revocation or suspension of pawn licenses, the imposition of fines, requirements to refund PSC or other penalties.

We also must comply with various state and federal consumer lending laws, including those requiring the disclosure of the annual

percentage rate, finance charge, amount financed, total of payments and payment schedule related to each pawn loan transaction.

Additional federal regulations applicable to our pawn lending business are described in “Other Regulations” below.

The majority of our pawn stores, voluntarily or pursuant to applicable laws, provide periodic (generally daily) reports to local law enforcement agencies.

These reports provide local law enforcement with information about the items received from customers (whether through pawn or purchase), including a detailed description of the goods involved and the name and address of the customer.

If we accept as collateral or purchase merchandise from a customer and it is determined that our customer was not the rightful owner, the merchandise is subject to recovery by the rightful owner and those losses are included in our shrinkag e.

Pursuant to applicable law, the majority of our pawn stores provide periodic (generally daily) reports of pawn and purchase transactions to local law enforcement agencies.

These reports include information about the merchandise received from customers (whether through pawn or purchase), including a detailed description of the goods and the name and address of the customer.

If we accept merchandise from a customer in a pawn or purchase transaction and it is determined that our customer was not the rightful owner, the merchandise is subject to recovery by the rightful owner and those losses are included in our shrinkag e.

Historically, we have not experienced a material number of claims of this nature.

Some of our pawn stores in the U.S.

handle firearms and each of those stores maintains a federal firearms license as required by federal law.

The federal Gun Control Act of 1968 and regulations issued by the Bureau of Alcohol, Tobacco, Firearms and Explosives also require each pawn store dealing in firearms to maintain a permanent written record of all receipts and dispositions of firearms.

In addition, we must comply with the Brady Handgun Violence Prevention Act, which requires us to conduct a background check before releasing, selling or otherwise disposing of firearms.

Other Regulations — Our pawn lending activities are subject to other state and federal statutes and regulations, including the following:

• We are subject to the Truth in Lending Act (“TILA”), and its underlying regulations, which requires lenders to disclose information about the terms and costs of credit in a standardized manner, including in the form of an annual percentage rate.

• We are subject to the federal Truth in Lending Act (“TILA”), and its underlying regulations, which requires lenders to disclose information about the terms and costs of credit in a standardized manner, including in the form of an annual percentage rate.

The TILA regulations also require us to provide certain disclosure in advertising our products and services.

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• We are subject to the federal Fair and Accurate Credit Transactions Act, which amended the Fair Credit Reporting Act and requires us to adopt written guidance and procedures for detecting, preventing and mitigating identity theft and to adopt various policies and procedures (including Team Member training) that address and aid in detecting and responding to suspicious activity or identity theft “red flags.”

• As a provider of consumer financial products, we are prohibited from engaging in any unfair, deceptive or abusive act or practice (UDAAP) under the Dodd-Frank Act, as they can cause significant financial injury to consumers, erode consumer confidence and undermine the financial marketplace.

• The Equal Credit Opportunity Act prohibits discrimination on the basis of race, color, religion, national origin, sex, marital status, age, receipt of public assistance or good faith exercise of any rights under the Consumer Credit Protection Act.

• As a provider of consumer financial products, we are prohibited from engaging in any unfair, deceptive or abusive act or practice (UDAAP) under the Dodd-Frank Act, as such practices may cause significant financial injury to consumers, erode consumer confidence and undermine the financial marketplace.

• We are subject to the Equal Credit Opportunity Act, which prohibits discrimination on the basis of race, color, religion, national origin, sex, marital status, age, receipt of public assistance or good faith exercise of any rights under the Consumer Credit Protection Act.

• Under the USA PATRIOT Act, we must maintain an anti-money laundering compliance program that includes the development of internal policies, procedures and controls;

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• The Foreign Corrupt Practices Act ("FCPA") makes it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business.

Specifically, the anti-bribery provisions of the FCPA prohibit the willful use of mail or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

• The Department of Defense regulations promulgated under the Military Lending Act limit the annual percentage rate charged on certain consumer loans (including pawn loans) made to active military personnel or their dependents to 36%.

his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

• The Military Lending Act and regulations promulgated pursuant thereto limit the annual perce ntage rate charged on certain consumer loans (including pawn loans) made to active military personnel or their dependents to 36%.

• Some of our pawn stores in the U.S.

deal in firearms and each of those stores maintains a federal firearms license as required by federal law and, in some jurisdictions, a similar firearms license required by state law.

In addition, we must comply with the Brady Handgun Violence Prevention Act, which requires us to conduct a criminal background check before releasing, selling or otherwise disposing of firearms.

Under certain circumstances, the federal Consumer Financial Protection Bureau (“CFPB”) may be able to exercise regulatory authority over the U.S.

pawn industry through its rule making authority.

To date, the CFPB has not taken any steps to exercise such authority or indicated any intention to do so, although it has initiated actions against pawn companies for alleged violations of consumer lending regulations, including the Military Lending Act discussed above.

To date, the CFPB has not taken any steps to exercise such authority or indicated any intention to do so, although historically it has initiated actions against pawn companies for alleged violations of certain consumer lending regulations, including the Military Lending Act.

federal laws may apply to our operations outside of the U.S., in which case we comply with such laws on an extraterritorial basis.

Mexico Regulations

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PROFECO regulates the form and terms of pawn loan contracts (but not interest or service charge rates) and defines certain operating standards and procedures for pawnshops, including retail operations, and establishes registration, disclosure, bonding and reporting requirements.

There are significant fines and sanctions, including operating suspensions, for failure to comply with PROFECO’s rules and regulations.

There are fines and sanctions, including operating suspensions, for failure to comply with PROFECO’s rules and regulations.

PROFECO requires that we report certain transactions (or series of transactions) when a customer pawns more than three items of the same category.

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Our pawn business in Mexico is also subject to regulation at the state and local level through state laws and local zoning and permitting ordinances.

For example, some states require permits for pawn stores to operate, certification of Team Members as trained in the valuation of merchandise and strict customer identification controls.

For example, some states require permits for the operation of pawn stores, certification of Team Members as trained in the valuation of merchandise and strict customer identification controls.

State and local agencies often have authority to suspend store operations pending resolution of actual or alleged regulatory, licensing and permitting issues.

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We are also subject to The Federal Law for the Prevention and Identification of Transactions with Funds from Illegal Sources, which requires reporting of certain transactions exceeding certain monetary limits, the appointment of a compliance officer and maintenance of customer identification records and controls.

This law affects all vulnerable activities in Mexico and is intended to detect commercial activities arising from illicit or ill-gotten means through bilateral cooperation between Mexico’s Ministry of Finance and Public Credit and Mexico’s Attorney General’s Office.

The law also restricts the use of cash in certain transactions associated with high-value assets and limits and, to the extent possible, money laundering activities protected by the anonymity that such cash tra nsactions provide.

Relevant aspects of the law specifically affecting the pawn industry include monthly reporting on “vulnerable activities,” which include pawn transactions exceedin g 174,254.85 Mexican pesos and retail transactions of precious metals exceeding 174.254.85 Mexican pesos.

This law, including 2025 amendments thereto, affects all vulnerable activities in Mexico and is intended to detect commercial activities arising from illicit or ill-gotten means through bilateral cooperation between Mexico’s Ministry of Finance and Public Credit and Mexico’s Attorney General’s Office.

The law also restricts the use of cash in certain transactions associated with high-value assets and limits, to the extent possible, money laundering activities protected by the anonymity that such cash tra nsactions provide.

Relevant aspe cts of the law specifically affecting the pawn industry include monthly reporting on “vulnerable activities,” which include pawn transactions exceeding 181,589.70 Mexican pesos and retail transactions of precious metals exceeding 181,589.70 Mexican pesos.

Retail transactions of precious metals in cash exceeding 363,179.40 Mexican pesos are prohibited.

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Other Latin American Regulations

Local governmental entities in Guatemala, El Salvador and Honduras also regulate lending and retail businesses.

Local governmental entities in Guatemala, El Salvador and Honduras regulate lending and retail businesses.

Certain laws and local zoning and permitting ordinances require basic commercial business licenses and signage permits.

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Our filings with the SEC, including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and Section 16 filings, are available free of charge through links maintained on our website under the heading “Investor Relations — SEC Filings.” Information contained on our website is not incorporated by reference into this report.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business