5 unchanged sentences
We believe the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, stockholders’ equity and cash flows as of the dates, and for the periods, presented in conformity with GAAP.
+Added: As further discussed in “Management’s Report on Internal Control Over Financial Reporting” below, management excluded certain businesses acquired during the year from its assessment of internal control over financial reporting.
+Added: In the light of the overlap between a company’s disclosure controls and procedures and its internal controls over financial reporting, we excluded this acquisition from our assessment of the effectiveness of disclosure controls and procedures as of September 30, 2025.
Management’s Report on Internal Control Over Financial Reporting
3 unchanged sentences
GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
+Added: The Company completed the acquisition of 40 pawn stores in Mexico on June 17, 2025 in a business combination.
+Added: At closing, the Company also assumed management of 7 additional stores, which we acquired during the fourth quarter of fiscal 2025.
+Added: As discussed in SEC staff guidance, a company may conclude it will exclude an acquired business from the assessment of internal control over financial reporting in the first year after completion of an acquisition.
+Added: In consideration of the SEC staff guidance, we excluded the 47 stores acquired in this acquisition from our assessment of the effectiveness of internal controls over financial reporting as of September 30, 2025.
+Added: The total assets and total revenues excluded from our assessment represented less than 2% each of the Company’s consolidated total assets and consolidated total revenues, respectively, as of and for the year ended September 30, 2025.
In connection with the preparation of this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2025 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
30 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: As indicated in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 40 pawn stores acquired on June 17, 2025 and 7 additional stores acquired during the fourth quarter of fiscal 2025, and which are included in the consolidated balance sheets of the Company as of September 30, 2025, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended.
+Added: The 47 stores constituted less than 2% of total assets and total revenues as of and for the year ended September 30, 2025.
+Added: Management did not assess the effectiveness of internal control over financial reporting of the 47 stores because of the timing of the acquisitions which were completed on June 17, 2025 and during the fourth quarter of fiscal 2025.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the 47 stores.
Definition and Limitations of Internal Control over Financial Reporting
20 unchanged sentences
Cohen (Executive Chairman) 78 —
+Added: Kulas 55 Audit and Risk, People and Compensation, Nominating
Pablo Lagos Espinosa 70 Audit and Risk, People and Compensation (Chair), Nominating
15 unchanged sentences
Accordingly, we value experience in the legislative, judicial or regulatory branches of government or government relations.
−Removed: Board Diversity — The following table summarizes the gender and demographic diversity of our Board of Directors:
−Removed: Board Diversity Matrix (as of November 1, 2024)
−Removed: Total number of Directors 7
−Removed: Gender Identity 1 14% 6 86%
−Removed: Demographic Background:
−Removed: Hispanic or Latinx 1 14%
Biographical Information — Set forth below is current biographical information about our directors, including the qualifications, experience and skills that make them suitable for service as a director.
21 unchanged sentences
Arnold has over 20 years of experience in marketing, brand management, strategy development and business operations.
−Removed: She serves as Chief Marketing Officer at Sephora, one of the world’s largest luxury cosmetic brands that is part of the Moet Hennessy Louis Vuitton conglomerate.
+Added: She serves as Chief Marketing Officer at Sephora, US.
Prior to joining Sephora in May 2023, she was Senior Vice President, Carbonated Soft Drinks, at PepsiCo., Inc., where she oversaw the brand and business for the Carbonated Soft Drink portfolio in North America, including some of the company’s largest brands such as Pepsi and Mountain Dew.
48 unchanged sentences
Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney, Australia, where he specialized in the origination and execution of a variety of M&A, equity, equity-linked and fixed income transactions.
−Removed: Kulas is a member of the Board of Directors and holds the position of Vice Chairman and Chief Financial Officer of Exeter Finance LLC, a leading indirect auto finance company.
−Removed: He is a former EZCORP executive, having served as Chief Executive Officer from July 2020 to January 2022 when he left to join Exeter Finance, and President and Chief Financial Officer from February 2020 to July 2020.
−Removed: He first became associated with EZCORP in April 2019 when he was appointed as an independent member of the Board of Directors.
−Removed: While an independent director, he served on the Audit and Risk Committee and the Nominating Committee.
+Added: Kulas is a member of the Board of Directors and, as of April 2025, is a member of the Audit and Risk Committee, the People and Compensation Committee, and the Nominating Committee.
+Added: He holds the position of Vice Chairman and Chief Financial Officer of Exeter Finance LLC, a leading indirect auto finance company.
+Added: Kulas is a former EZCORP executive, having served as Chief Executive Officer from July 2020 to January 2022, when he left to join Exeter Finance, and as President and Chief Financial Officer from February 2020 to July 2020.
+Added: He first became associated with EZCORP in April 2019 when he was appointed as an independent member of the Board of Directors during which time he served on the Audit and Risk
+Added: Committee and the Nominating Committee.
Kulas resigned from the Board of Directors when he joined the Company as an executive in February 2020, and was reappointed to the Board in connection with his appointment as Chief Executive Officer.
62 unchanged sentences
Given 49 Chief Executive Officer
−Removed: 52 Chief Legal Officer and Secretary
+Added: Ellen Bryant 53 Chief Legal Officer and Secretary
+Added: Fugitt 52 Chief Technology Officer
Jugmans 49 Chief Financial Officer
1 unchanged sentence
57 Chief Operating Officer
−Removed: Keith Robertson 60 Chief Information Officer
Sunil Sajnani 45 Chief Audit and Loss Prevention Executive
14 unchanged sentences
degree from the University of Houston Law Center and has been a member of the Texas State Bar since November 1998.
+Added: Fugitt serves as Chief Technology Officer, having joined the Company in August 2025 with more than 30 years of experience building enterprise systems and information technology teams and products.
+Added: Fugitt founded FastLeap in 2021, building a PaaS solution enabling rapid creation of enterprise-ready systems, and since its founding has been engaged in its growth and development.
+Added: Prior to that time, he served as SVP of R&D for Aspire Ventures, LLC (January 2020 to October 2020) and CIO of Employer Direct Healthcare (October 2017 to January 2020), where he developed and executed a technology strategic plan and roadmap for the company, including the achievement of SOC 2 compliance.
+Added: Prior to October 2017, Mr.
+Added: Fugitt served in a variety of senior leadership roles with Santander Consumer USA, Inc., beginning in August 2004, which included Chief Information Officer and Chief Technology Officer.
+Added: Fugitt’s roles at Santander Consumer USA, Inc.
+Added: encompassed leading an information technology organization of over 700 employees supporting a $50B+ lending portfolio.
+Added: Fugitt holds a B.S.
+Added: in Electrical Engineering from Columbia University.
Jugmans — Mr.
18 unchanged sentences
He served as Co-Interim Chief Executive Officer from January 2022 to March 2022, when he was appointed Chief Operating Officer.
−Removed: Keith Robertson — Mr.
−Removed: Robertson is our Chief Information Officer.
−Removed: He joined the Company in October 2018 as Senior Vice President, Global IT and New Ventures, and was promoted to his current position in November 2019.
−Removed: Prior to joining the Company, he spent seven years at AIG, working on a global transformation of the IT systems, facilities and workforce.
−Removed: From 1989 until 2011, Mr.
−Removed: Robertson worked at EDS/HP, last serving as the Chief Operating Officer for the Financial Services division, where he led IT programs supporting Bank of America, American Express, State Farm and others.
−Removed: Robertson grew up in Scotland and attended Heriot-Watt University in Edinburgh, where he graduated with an Honors degree in Electrical and Electronic Engineering.
Sunil Sajnani — Mr.
24 unchanged sentences
VanRoekel holds B.S.
−Removed: degrees in Journalism from Texas A & M Commerce (formerly East Texas State University).
+Added: degrees in Journalism from East Texas A&M Commerce (formerly East Texas State University).
Section 16(a) Beneficial Ownership Reporting Compliance
−Removed: Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2024 all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act.
+Added: Based on written representations and a review of the relevant Forms 3, 4 and 5, during fiscal 2025 all persons subject to Section 16 of the Securities Exchange Act of 1934 with respect to EZCORP timely filed all reports required by Section 16(a) of the Securities Exchange Act, except for the Form 4 reporting the sales of shares of Class A Common Stock by John Blair Powell, Jr.
+Added: (an executive officer) on May 8, 2025 (42,500 shares), May 13, 2025 (20,000 shares), May 15, 2025 (10,000 shares), and May 22, 2025 (10,000 shares), which were filed on June 11, 2025.
+Added: The delinquent filings were inadvertent and resulted from a delay in the receipt of information regarding the transactions.
Code of Conduct
47 unchanged sentences
The People and Compensation Committee is comprised entirely of directors who satisfy the standards of independence described under “Part III, Item 13 — Certain Relationships and Related Transactions, and Director Independence — Director Independence.”
−Removed: • Nominating Committee — The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the Board and its committees;
+Added: • Nominating Committee — The Nominating Committee assists the Board with respect to the selection and nomination of candidates for election or appointment to the Board, including making recommendations to the Board regarding the size and composition of the
+Added: Board and its committees;
recommending to the Board the qualifications needed or required of Board members;
16 unchanged sentences
Tillett, for the purpose of reviewing and approving the Company’s share repurchase plans.
−Removed: That committee met a total of four times during fiscal 2024.
+Added: That committee met once during fiscal 2025.
EXECUTIVE COMPENSATION
8 unchanged sentences
Chief Operating Officer
−Removed: Lisa VanRoekel
−Removed: Chief Human Resources Officer
+Added: Ellen Bryant Chief Legal Officer & Secretary
Executive Compensation Philosophy and Program Design
Philosophy and Goals — We have designed our executive compensation program to accomplish the following primary goals:
−Removed: Attract and retain high performers
−Removed: • Compensation is competitive to attract and retain high performers
+Added: Attract and retain high performers Compensation is competitive to attract and retain high performers
When performance objectives are achieved, resulting pay is competitive with market
35 unchanged sentences
Mercer (US) Inc.
−Removed: (“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2024 Executive Compensation Competitive Market Assessment (the “FY24 Mercer Executive Compensation Report”) to the Committee in August 2023 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2024.
−Removed: For that report, Mercer collected competitive pay data for a peer group of 14 publicly traded companies that were reviewed and approved by the Committee in May 2023.
−Removed: There is only one publicly traded company in the marketplace with which we directly compete, FirstCash Holdings, Inc.
+Added: (“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2025 Executive Compensation Competitive Market Assessment (the “FY25 Mercer Executive Compensation Report”) to t he Committee in July 2024 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2025.
+Added: For that report, Mercer collected competitive pay data for a peer group of 14 publicly traded companies that were reviewed and approved by the Committee in April 2024.
+Added: There is one U.S.
+Added: publicly traded company in the marketplace with which we directly compete, FirstCash Holdings, Inc.
As a result, the Committee uses a set of 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 as the Company.
3 unchanged sentences
The Aaron's Company, Inc.
−Removed: AAN Homefurnishing Retail
−Removed: The Cato Corporation CATO Apparel Retail
+Added: AAN Consumer Finance
CONN Computer and Electronics Retail
−Removed: CURO Group Holdings Corp.
−Removed: CURO Consumer Finance
+Added: The Cato Corporation CATO Apparel Retail
+Added: Credit Acceptance Corporation CACC Consumer Finance
+Added: Encore Capital Group, Inc.
+Added: ECPG Consumer Finance
Enova International, Inc.
6 unchanged sentences
TREE Consumer Finance
−Removed: MoneyGram International, Inc.
−Removed: MGI Data Processing and Outsourced Services — Fintech
Oportun Financial Corporation OPRT Consumer Finance
4 unchanged sentences
World Acceptance Corporation WRLD Consumer Finance
−Removed: In comparison to the peer group used in fiscal 2023, in fiscal 2024, two companies were removed and three were added.
−Removed: Atlanticus Holdings Corporation was removed due to its revenue size being outside the range of reasonable comparability, and Elevate Credit, Inc.
−Removed: was removed due to it no longer being public.
−Removed: The three companies added (Green Dot Corporation, LendingTree, Inc.
−Removed: and PRA Group Inc.) maintain focus on the Consumer Finance industry.
+Added: In comparison to the peer group used in fiscal 2024, in fiscal 2025, two companies were removed and two were added.
+Added: MoneyGram International, Inc.
+Added: was removed due to being acquired and no longer public, and CURO Group Holdings Corp.
+Added: was removed as it was delisted from NYSE.
+Added: Encore Capital Group, Inc and Credit Acceptance Corporation were added to preserve the size of the peer group and maintain focus on the Consumer Finance industry.
When the peer group was approved by the Committee, Mercer noted that the Company was at the 57th percentile of the peer group in terms of revenue size and at the 48th percentile in terms of market capitalization.
2 unchanged sentences
The FY25 Mercer Executive Compensation Report contained the following general observations, which the Committee took into consideration in evaluating and approving executive compensation for fiscal 2025:
−Removed: • Total cash compensation (at target levels) for our executive officers as a group approximates the 59th percentile, with seven of eight executive officers approximating or exceeding the 50th percentile.
−Removed: • Long-term incentive compensation (at target levels) is less competitive at below the 25th percentile, with six of eight executive officers below the 50th percentile.
−Removed: • As a whole, total direct compensation (cash compensation plus long-term incentive) for our executive officers is at the 45th percentile, with half of our executive officers approximating or exceeding the 50th percentile.
+Added: • Total cash compensation (at target levels) for our executive officers as a group approximates the 62nd percentile, with seven of eight executive officers approximating or exceeding the 50th percentile.
+Added: • Long-term incentive compensation (at target levels) for our executive officers as a group is at the 41st percentile, with half of our executive officers approximating or exceeding the 50th percentile.
+Added: • As a whole, total direct compensation (cash compensation plus long-term incentive) for our executive officers as a group is at the 52nd percentile, with five of eight executive officers approximating or exceeding the 50th percentile.
Components of Compensation and Fiscal 2025 Executive Compensation Actions
7 unchanged sentences
Fiscal 2024 Base Salary
−Removed: $ 750,000 $ 750,000 0%
−Removed: $ 475,000 $ 450,000 6%
+Added: Given $ 750,000 $ 750,000 0%
+Added: Jugmans $ 500,000 $ 475,000 5%
Cohen $ 1,500,000 $ 1,500,000 0%
1 unchanged sentence
$ 600,000 $ 600,000 0%
−Removed: Lisa VanRoekel
−Removed: $ 410,000 $ 410,000 0%
−Removed: In October 2024, the Committee determined that the fiscal 2025 base salaries for the Named Executive Officers would be as follows:
−Removed: Given, $750,000 (no increase);
−Removed: Jugmans, $500,000 (5.3% increase);
−Removed: Coh en, $1,500,000 (no increase);
−Removed: Powell, $600,000 (no increase);
−Removed: VanRoekel, $410,000 (no increase).
+Added: Ellen Bryant $ 450,000 $ 425,000 6%
+Added: In September 2025, the Committee determined that the fiscal 2026 base salaries for the Named Executive Officers would be as follows:
+Added: Given, $800,000 (7% increase);
+Added: Jugmans, $500,000 (no increase);
+Added: Cohen, $1,500,000 (no increase);
+Added: Powell, $675,000 (13% increase);
+Added: Bryant, $500,000 (11% increase).
Annual Short-Term Incentive
1 unchanged sentence
The plan is designed to provide financial reward contingent on achievement of annual corporate and business unit financial results, as well as personal objectives tied to our strategic goals.
−Removed: The following is a summary of the terms of t he fiscal 2024 STI plan, which th e Committee approved in May 2023:
+Added: The following is a summary of the terms of the fiscal 2025 STI plan , which th e Committee approved in November 2024:
• The fiscal 2025 STI plan provides cash bonus opportunities based on achievement of specified performance goals.
1 unchanged sentence
• Participants were assigned to one of two “STI Incentive Pools” — Consolidated Executive Officer and Consolidated — and the total target amount for each pool equaled the aggregate designated target amount for the participants in that pool.
−Removed: The Consolidated Pool also includes three sub-pools based on individual business unit performance.
+Added: The three Consolidated sub-pools were removed in the fiscal 2025 plan.
• The plan was subject to a “Company Performance Gate,” such that no pool would be funded if the Company did not achieve the minimum level of Adjusted EBITDA required for a corporate-level payout.
17 unchanged sentences
$ 600,000 100%
−Removed: Lisa VanRoekel
−Removed: $ 246,000 60%
+Added: Ellen Bryant $ 300,000 67%
Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment.
21 unchanged sentences
$ 600,000 $ 816,000 136%
−Removed: Lisa VanRoekel
−Removed: $ 246,000 $ 312,420 127%
+Added: Ellen Bryant $ 300,000 $ 408,000 136%
Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.”
−Removed: In November 2024, the Committee approved the STI plan for fiscal 2025.
+Added: In April 2025, the Committee approved the STI plan for fiscal 2026.
The fiscal 2026 STI plan contains the same design elements as the fiscal 2025 plan.
−Removed: however the individual business unit sub-pools were removed from the Consolidated Pool.
For fiscal 2026, the Target Amounts for each of the Named Executive Officers will be as follows:
2 unchanged sentences
Powell, $675,000;
−Removed: VanRoekel, $246,000.
+Added: Bryant, $340,000.
Long-Term Incentives
4 unchanged sentences
Many of our peers have a significant time-based vesting component to their long-term awards, while 80% of our LTI awards are subject to performance-based vesting.
−Removed: To further emphasize the long-term nature of these awards, 100% of the LTI awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period.
+Added: To further emphasize the long-term nature of these awards, all LTI awards vest at the end of a three-year performance period.
The Committee believes this structure incentivizes and rewards longer-term vision and strategies and provides a balance to our short-term programs, which are focused on annual performance.
2 unchanged sentences
Grant frequency — Although LTI awards may be made at any time as determined by the Committee and approved by the Board, the Committee generally considers new LTI grants for executive officers and other key employees on an annual basis.
−Removed: Given that these annual LTI awards are intended to incentivize performance over the full designated performance period, the Committee considers it appropriate to use the stock price at the beginning of the performance period in determining the number of shares or units to be granted.
+Added: Given that these annual LTI awards are intended to incentivize performance over the full designated performance period, the Committee considers it appropriate to use the closing stock price on the last trading day of the fiscal year before the beginning of the performance period in determining the number of shares or units to be granted.
In the Committee’s view, this methodology, consistently applied, neutralizes the stock price as a factor impacting the timing of awards.
1 unchanged sentence
• Grant of fiscal 2025 LTI awards — In May 2024, the Committee approved the design and structure of the fiscal 2025 LTI awards.
−Removed: In October 2023, the Committee authorized the issuance of awards to the executive officers and other key employees, which awards were granted in October 2023 following approval by the Board.
−Removed: The number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $8.25, the closing trading price of our Class A Non-Voting Common Stock on September 29, 2023.
+Added: In October 2024, the Committee authorized the issuanc e of awards to the executive officers and other key employees, which awards were granted in October 2024 following approval by the Board.
+Added: T he number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $11.21, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2024.
The following table shows the fiscal 2025 LTI awards for the Named Executive Officers (other than Mr.
Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):
−Removed: Named Executive Officer
−Removed: Fiscal 2024 LTI Target Amount
+Added: Named Executive Officer Fiscal 2025 LTI Target Amount
Number of Units
3 unchanged sentences
$ 1,200,000 107,047
−Removed: Lisa VanRoekel
−Removed: $ 350,000 42,424
+Added: Ellen Bryant $ 450,000 40,142
The awards took the form of restricted stock units with the following terms:
−Removed: • Performance will be measured over a three-year performance period (fiscal 2024, fiscal 2025 and fiscal 2026).
+Added: • Performance will be measured over the three-year performance period from fiscal 2025 to fiscal 2027.
• Vesting for 80% of the units awarded is subject to performance measured against specified net income targets — 20% of the units are allocated to each of the three years in the performance period (with each year measured separately based on an annual Adjusted Net Income performance goal), and 20% of the units are subject to a cumulative performance goal based on Adjusted Net Income growth over the three-year performance period.
10 unchanged sentences
Additionally, the Committee determined, with the advice of its independent consultant, that the inclusion of a relatively small time-based element aligns the Company’s equity awards with market comparables.
−Removed: • Vesting of fiscal 2022 awards — As described in our Annual Report on Form 10-K for the year ended September 30, 2022 (the “2022 Annual Report”), the fiscal 2022 LTI awards were approved in October 2021.
−Removed: The basic design of the fiscal 2022 awards is similar to the fiscal 2024 awards discussed above, except that 100% of the units awarded are subject to performance-based vesting (divided equally among the three years in the performance period, fiscal 2022, fiscal 2023 and fiscal 2024).
−Removed: As reported in our Annual Report on Form 10-K for the year ended September 30, 2023 (the “2023 Annual Report”), the Committee previously determined that 150% of the units allocated to fiscal 2022 and 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continued through fiscal 2024.
−Removed: During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 (along with the units allocated to fiscal 2022 and fiscal 2023 as described above) were vested for those participants whose employment continued through the end of fiscal 2024.
+Added: The design of the LTI awards for fiscal 2023, fiscal 2024, and fiscal 2026 is substantially similar to the fiscal 2025 plan described above, except for the applicable three year period, which for each award begins with the fiscal year identified in the title of the grant.
+Added: • Vesting of fiscal 2023 awards — The fiscal 2023 LTI awards were approved in October 2022.
+Added: The Committee previously determined that 147% of the units allocated to fiscal 2023 and 133% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continued through fiscal 2025.
+Added: During fiscal 2025, the Company’s Adjusted Net Income performance exceeded the specified performance goal at the target level, and in November 2025, the Committee determined that 150% of the units allocated to fiscal 2025 (along with the units allocated to fiscal 2023 and fiscal 2024 as described above) were vested for those participants whose employment continued through the end of fiscal 2025.
The resulting vesting for the Named Executive Officers was as follows:
−Removed: this includes 235,925 units for Mr.
+Added: 352,786 units for Mr.
Given (including 93,383 bonus units);
4 unchanged sentences
and 53,622 units for Ms.
−Removed: VanRoekel, (including 17,996 “bonus” units).
−Removed: • Second-year performance of fiscal 2023 awards — As described in our 2023 Annual Report, the fiscal 2023 LTI awards were approved in October 2022.
−Removed: The basic design of the fiscal 2023 awards is substantially similar to the fiscal 2024 awards discussed above, except that the three-year performance period consists of fiscal 2023, fiscal 2024 and fiscal 2025.
−Removed: As reported in the 2023 Annual Report, the Committee determined in November 2023 that 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continues through fiscal 2024.
−Removed: During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continues through the end of fiscal 2025.
+Added: Bryant (including 14,193 bonus units).
+Added: • Second-year performance of fiscal 2024 awards — The fiscal 2024 LTI awards were approved in October 2023, and the awards have a three-year performance period from fiscal 2024 through fiscal 2026.
+Added: The Committee previously determined in November 2024 that 133% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continues through fiscal 2026.
+Added: During fiscal 2025, the Company’s Adjusted Net Income performance exceeded the specified performance goal at the target level, and in November 2025, the Committee determined that 150% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continues through the end of fiscal 2024.
For the Named Executive Officers, this includes 178,374 units for Mr.
5 unchanged sentences
and 23,324 units for Ms.
−Removed: VanRoekel (including 2,807 “bonus” units).
−Removed: • First-year performance of fiscal 2024 awards — During fiscal 2024, the Company’s Adjusted Net Income performance ( $84.7 million ) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 are available for vesting for those participants whose employment continues through the end of fiscal 2026.
+Added: Bryant (including 6,840 bonus units).
+Added: • First-year performance of fiscal 2025 awards — During fiscal 2025, the Company’s Adjusted Net Income performance exceeded the specified performance goal at the target level, and in November 2025, the Committee determined that 150% of the units allocated to fiscal 2025 are available for vesting for those participants whose employment continues through the end of fiscal 2027.
For the Named Executive Officers, this includes 80,284 units for Mr.
5 unchanged sentences
and 12,042 units for Ms.
−Removed: VanRoekel (including 2,799 “bonus” units).
−Removed: • Grant of fiscal 2025 Awards — In October 2024, the Committee approved the plan design for the fiscal 2025 LTI awards.
−Removed: The approved design is substantially identical to the fiscal 2024 awards described above, except that the three-year performance period covers fiscal 2025, fiscal 2026 and fiscal 2027.
−Removed: The fiscal 2025 LTI awards were granted in November 2024 following approval by the Board.
+Added: Bryant (including 4,014 bonus units).
+Added: • Grant of fiscal 2026 Awards — In April 2025, the Committee approved the plan design for the fiscal 2026 LTI awards.
+Added: The three-year performance period covers the period from fiscal 2026 through fiscal 2028.
+Added: The fiscal 2026 LTI awards were granted in October 2025.
The number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $19.04, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2025.
7 unchanged sentences
$ 1,600,000 84,033
−Removed: Lisa VanRoekel $ 400,000 35,682
−Removed: (1) In October 2024, the Committee approved increases in the LTI target amounts for Mr.
+Added: Ellen Bryant $ 575,000 30,199
+Added: (1) In September 2025, the Committee approved increases in the LTI target amounts for Mr.
Given (from $3,000,000 to 4,000,000), Mr.
−Removed: Jugmans (from $700,000 to $900,000), and Ms.
−Removed: VanRoekel (from $350,000 to $400,000).
−Removed: These changes better align the executives’ long-term incentive compensation and total direct compensation with peer group executives in comparable positions (at the 41st percentile and 43rd percentile, respectively, for Mr.
−Removed: at the 43rd percentile and 45th percentile, respectively, for Mr.
−Removed: and at the 43rd percentile and 63rd percentile, respectively, for Ms.
−Removed: VanRoekel), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.
+Added: Jugmans (from $900,000 to $1,400,000), Mr.
+Added: Powell (from $1,200,000 to $1,600,000), and Ms.
+Added: Bryant (from $450,000 to $575,000).
+Added: The se changes better align the executives’ long-term incentive compensation and total direct compensation with peer group executives in comparable positions ( at the 45th percentile and 48th percentile, respectively, for Mr.
+Added: at the 56th percentile and 59th percentile, respectively, for Mr.
+Added: above 75th percentile, respectively Mr.
+Added: and at the 35th percentile and 51st percentile, respectively, for Ms.
+Added: Bryant), and is consistent with the Company’s pay -for-performance philosophy and emphasis on long-term compensation.
Executive Chairman Incentive Award
3 unchanged sentences
• Vesting — The awarded Units vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved.
−Removed: The Company Performance Gate is the level of performance (generally measured in terms of Adjusted EBITDA) needed to achieve any payout under the STI plan.
+Added: The Company Performance Gate is the level of performance
+Added: (generally measured in terms of Adjusted EBITDA) needed to achieve any payout under the STI plan.
Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr.
32 unchanged sentences
Named Executive Officer Fiscal 2025 SERP Contribution
+Added: Given $ 75,000
+Added: Jugmans $ 50,000
John Blair Powell, Jr.
−Removed: Lisa VanRoekel
+Added: Ellen Bryant $ 45,000
In September 2025, the Committee approved fiscal 2026 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr.
7 unchanged sentences
In addition, we provide supplemental healthcare benefits to our executive officers.
−Removed: The amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below.
+Added: amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below.
Executive Compensation Governance and Process
Composition of the People and Compensation Committee
−Removed: The People and Compensation Committee is comprised of four members — Mr.
+Added: The People and Compensation Committee is comprised of five members — Mr.
Lagos (Chair), Mr.
−Removed: Arnold and Mr.
+Added: Kulas (as of April 2025), and Mr.
Tillett — each of whom is an independent director.
6 unchanged sentences
The Committee also oversees the Company’s human capital management (HCM) strategy, policies and activities, including succession planning and corresponding individual development in order to maintain the talent necessary to fulfill our operational and strategic objectives;
−Removed: diversity and inclusion initiatives;
+Added: belonging initiatives;
Team Member engagement;
14 unchanged sentences
Compensation Risk
−Removed: The Committee continually monitors our general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-
−Removed: taking detrimental to the Company.
+Added: The Committee continually monitors our general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk-taking detrimental to the Company.
The Committee has determined that our compensation plans and policies do not encourage excessive risk-taking.
54 unchanged sentences
employment environment, particularly with regards to healthcare and other benefits.
+Added: On June 24, 2025, we entered into an amended Employment Contract with Mr.
+Added: Given pertaining to certain nonmaterial changes as to location of work.
All compensation received by Mr.
1 unchanged sentence
Compensation Committee Report
−Removed: The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management.
+Added: The People and Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management.
Based on that review and those discussions, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
2 unchanged sentences
Compensation Committee Interlocks and Insider Participation
−Removed: None of the persons who served as members of the Compensation Committee during fiscal 2024 are or have ever been an officer of or employed by the Company, nor do they have any relationship that requires disclosure under Item 404 of Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related party transactions.
+Added: None of the persons who served as members of the People and Compensation Committee during fiscal 2025 are or have ever been an officer of or employed by the Company (with the exception of Jason Kulas, who was employed by the Company from February 2020 to January 2022), nor do they have any relationship that requires disclosure under Item 404 of Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related party transactions.
Summary Compensation Table
1 unchanged sentence
The amounts shown reflect the compensation received by each of the Named Executive Officers for the positions in which they were serving during the fiscal years so noted, as follows:
−Removed: Given served as Chief Strategy, M&A and Strategic Funding Officer during fiscal 2021 and the first quarter of fiscal 2022.
−Removed: He was named Co-Interim Chief Executive Officer effective January 12, 2022 and appointed Chief Executive Officer on March 3, 2022.
+Added: Given has served as Chief Executive Officer during all of the three fiscal years reported.
Jugmans has served as Chief Financial Officer during all of the three fiscal years reported.
Cohen has served as Executive Chairman during all of the three fiscal years reported.
−Removed: Powell was promoted to the position of President, Global Pawn in October 2021 and held that position until he was named Co-Interim Chief Executive Officer effective January 12, 2022 and appointed Chief Operating Officer on March 3, 2022.
−Removed: VanRoekel has served as Chief Human Resources Officer during all of the three fiscal years reported.
−Removed: Name and Principal Position Fiscal Year Base Salary Stock Awards (1) Non-Equity Incentive Plan Compensation (2) All Other Compensation (3) Total
+Added: Powell has served as Chief Operating Officer during all of the three fiscal years reported.
+Added: Bryant has served as Chief Legal Officer and Secretary since January 2023.
+Added: Prior to that, Ms.
+Added: Bryant served as Vice President and Deputy General Counsel.
+Added: Name and Principal Position Fiscal Year Base Salary Stock Awards (1)
+Added: Non-Equity Incentive Plan Compensation (2)
+Added: All Other Compensation (3)
2025 $ 750,000 $ 3,472,920 $ 1,530,000 $ 132,815 $ 5,885,735
11 unchanged sentences
2023 $ 550,000 $ 1,076,827 $ 676,500 $ 84,410 $ 2,387,737
−Removed: Lisa VanRoekel
−Removed: 2024 $ 410,000 $ 525,496 $ 312,420 $ 58,526 $ 1,306,442
−Removed: Chief Human Resources
−Removed: 2023 $ 410,000 $ 568,644 $ 302,580 $ 54,386 $ 1,335,610
+Added: Ellen Bryant 2025 $ 450,000 $ 516,874 $ 408,000 $ 61,825 $ 1,436,699
+Added: Chief Legal Officer & Secretary 2024 $ 425,000 $ 427,862 $ 322,920 $ 60,251 $ 1,236,033
2023 $ 380,000 $ 482,445 $ 250,800 $ 54,191 $ 1,167,436
21 unchanged sentences
That number is derived from the numbers set forth in the Summary Compensation Table above.
−Removed: • Our median Team Member’s total annual compensation for fiscal 2024 was $18,137, consisting of gross annual wages, bonuses, overtime pay and other benefits.
−Removed: • Based on those numbers, our CEO Pay ratio for fiscal 2024 is 287:1.
+Added: • Our median Team Member’s total annual compensation for fiscal 2025 was $19,318.49, c onsisting of gross annual wages, bonuses, overtime pay and other benefits.
+Added: • Based on those numbers, our CEO Pay ratio for fiscal 2025 i s 304.67 to 1.
Our CEO Pay Ratio is based on the following methodology:
11 unchanged sentences
Estimated Future Payouts Under
−Removed: Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under
+Added: Non-Equity Incentive Plan Awards (1)
+Added: Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
5 unchanged sentences
11/12/2024 20,799 $ 171,592 (6)
−Removed: $ 880,663 (7)
+Added: Prior Years 57,455 114,911 172,366 $ 1,288,152 (7)
Jugmans 10/01/2024 $ 250,000 $ 500,000 $ 750,000 — — — —
3 unchanged sentences
11/12/2024 5,599 $ 46,192 (6)
−Removed: $ 267,399 (7)
+Added: Prior Years 14,969 29,939 44,908 $ 335,616 (7)
Cohen 10/01/2024 $ 1,750,000 $ 1,750,000 $ 1,750,000 — — — —
5 unchanged sentences
11/12/2024 9,599 $ 79,192 (6)
−Removed: $ 437,811 (7)
−Removed: Lisa VanRoekel
−Removed: 10/01/2023 $ 123,000 $ 246,000 $ 369,000 — — — —
−Removed: 11/04/2023 25,454 42,424 59,394 $ 210,012 (3)
+Added: Prior Years 25,245 50,491 75,736 $ 566,004 (7)
+Added: Ellen Bryant 10/01/2024 $ 150,000 $ 300,000 $ 450,000 — — — —
11/15/2024 16,058 24,086 32,114 $ 270,004 (3)
2 unchanged sentences
11/12/2024 2,719 $ 22,432 (6)
+Added: Prior Years 8,064 16,128 24,192 $ 180,795 (7)
(1) These amounts represent the potential payouts under the fiscal 2025 Short-Term Incentive Compensation Plan.
14 unchanged sentences
(7) Represents the aggregate grant date fair value of the third tranche of the fiscal 2023 LTI awards and the second tranche of the fiscal 2024 LTI awards.
−Removed: Because of the structure of those awards, these tranches were treated as separate awards for accounting purposes granted at the beginning of fiscal 2024, even though the full number of units associated with the awards was included in the “Grants of Plan-Based Awards” table in the 2022 Annual Report and the 2023 Annual Report, respectively.
+Added: Because of the structure of those awards, these tranches were treated as separate awards for accounting purposes granted at the beginning of fiscal 2024.
The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2025.
3 unchanged sentences
Units of Stock
−Removed: That Have Not Vested (1) Market Value of Shares or
+Added: That Have Not Vested (1)
+Added: Market Value of Shares or
Units of Stock
6 unchanged sentences
10/01/2022 88,195 (3)
−Removed: 10/13/2021 79,260 (3)
−Removed: 11/14/2023 6,095 $ 68,325
−Removed: 11/14/2023 9,137 (3)
−Removed: 11/04/2023 84,848 $ 951,146
−Removed: 11/16/2022 9,721 (3)
−Removed: 10/11/2022 64,850 $ 726,969
−Removed: 03/07/2022 2,844 (3)
−Removed: 10/13/2021 55,482 (3)
John Blair Powell, Jr.
2 unchanged sentences
10/01/2022 145,522 (3)
−Removed: 11/16/2022 15,834 (3)
−Removed: 10/11/2022 107,003 $ 1,199,504
−Removed: 03/07/2022 35,558 (3)
−Removed: 10/13/2021 9,907 (3)
−Removed: 10/13/2021 59,445 (3)
−Removed: Lisa VanRoekel
−Removed: 11/14/2023 3,999 $ 44,829
−Removed: 11/14/2023 6,504 (3)
−Removed: 11/04/2023 42,424 $ 475,573
−Removed: 11/16/2022 6,923 (3)
−Removed: 10/11/2022 42,542 $ 476,896
+Added: Ellen Bryant 10/01/2024 28,100 $ 535,024
10/01/2023 43,932 $ 836,465
6 unchanged sentences
Named Executive Officer Number of Shares
−Removed: Acquired on Vesting (1) Value Realized
+Added: Acquired on Vesting (1)
+Added: Value Realized
on Vesting (2)
3 unchanged sentences
136,168 $ 1,602,697
−Removed: Lisa VanRoekel
−Removed: 80,716 $ 665,907
+Added: Ellen Bryant 35,027 $ 412,268
(1) Includes shares withheld to satisfy tax withholding obligations.
−Removed: (2) Computed using the fair market value of the stock on the date of vesting.
+Added: (2) Computed using the fair market value on the vesting date, November 12, 2024.
Other Benefits and Perquisites
24 unchanged sentences
Nonqualified Deferred Compensation
−Removed: Named Executive Officer Company Contributions in Fiscal 2024 (1)
−Removed: Aggregate Earnings in Fiscal 2024 (2)
−Removed: Aggregate Withdrawals/Distributions in Fiscal 2024
−Removed: Aggregate Forfeitures in Fiscal 2024
−Removed: Aggregate Balance at September 30, 2024 (3)
+Added: Named Executive Officer Company Contributions in Fiscal 2025 (1) Aggregate Earnings in Fiscal 2025 (2) Aggregate Withdrawals/Distributions in Fiscal 2025 Aggregate Forfeitures in Fiscal 2025 Aggregate Balance at September 30, 2025 (3)
Given $ 75,000 $ 82,661 $ — $ — $ 1,225,535
3 unchanged sentences
$ 60,000 $ 62,646 $ — $ — $ 330,625
−Removed: Lisa VanRoekel
−Removed: $ 41,000 $ 15,362 $ — $ — $ 178,479
+Added: Ellen Bryant $ 45,000 $ 46,985 $ — $ — $ 137,484
(1) These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”
6 unchanged sentences
All Other Compensation — The following table describes each component of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table above.
−Removed: Named Executive Officer Year Health Care Supplemental Insurance (1) Value of Supplemental Life Insurance Premiums (2) Company Contributions to Defined Contribution Plans (3) Other Benefits (4)
+Added: Named Executive Officer Year Health Care Supplemental Insurance (1) Value of Supplemental Life Insurance Premiums (2) Company Contributions to Defined Contribution Plans (3) Other Benefits (4) Total
2025 $ 7,173 $ 1,572 $ 75,000 $ 49,070 $ 132,815
12 unchanged sentences
2023 $ 22,068 $ 1,236 $ 61,106 $ — $ 84,410
−Removed: Lisa VanRoekel
−Removed: 2024 $ 9,804 $ 1,572 $ 47,150 $ — $ 58,526
+Added: Ellen Bryant 2025 $ 9,804 $ 1,572 $ 50,449 $ — $ 61,825
2024 $ 9,804 $ 1,572 $ 48,875 $ — $ 60,251
30 unchanged sentences
Bonus Accelerated Vesting of
−Removed: Stock (1) Accelerated Vesting of
+Added: Accelerated Vesting of
Resignation for Good Reason:
4 unchanged sentences
$ — $ — $ — $ —
−Removed: Lisa VanRoekel
−Removed: $ — $ — $ — $ —
+Added: Ellen Bryant $ — $ — $ — $ —
Termination Without Cause:
4 unchanged sentences
$ 600,000 $ — $ — $ —
−Removed: Lisa VanRoekel
−Removed: $ 410,000 $ — $ — $ —
+Added: Ellen Bryant $ 450,000 $ — $ — $ —
Death or Disability:
4 unchanged sentences
$ — $ — $ 7,149,710 $ —
−Removed: Lisa VanRoekel
+Added: Ellen Bryant (2)
$ — $ — $ 2,392,452 $ —
Change in Control (3) :
−Removed: $ 1,500,000 $ 2,250,000 $ 9,155,869 $ 160,443
−Removed: $ 950,000 $ 950,000 $ 2,611,672 $ 113,619
−Removed: $ — $ — $ — $ —
+Added: Given $ 1,500,000 $ 2,250,000 $ 16,680,353 $ 172,012
+Added: Jugmans $ 1,000,000 $ 1,000,000 $ 4,471,392 $ 114,666
+Added: Cohen $ — $ — $ — $ —
John Blair Powell, Jr.
$ 1,200,000 $ 1,200,000 $ 7,149,710 $ —
−Removed: Lisa VanRoekel
+Added: Ellen Bryant (2)
$ 675,000 $ 450,000 $ 2,392,452 $ —
(1) Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2025 ($19.04).
−Removed: Powell is fully vested in his SERP account.
+Added: Powell and Ms.
+Added: Bryant are fully vested in their respective SERP accounts.
(3) Subject to the terms of the Change in Control Severance Plan.
2 unchanged sentences
Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee each receiving an additional amount.
−Removed: During fiscal 2023 the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively.
+Added: The annual fee to the directors is based on our Annual Meeting of Stockholders, which is generally held in March of each year.
+Added: The basic annual retainer fee for March 2024 to March 2025 was $80,000, and additional amounts paid to the Lead Independent Director, the Audit and Risk Committee Chair and the People and Compensation Committee Chair were $40,000, $27,500 and $15,000, respectively.
+Added: In March 2025, the basic annual retainer fee was increased to $85,000, and additional amounts paid to the Lead Independent Director, the Audit and Risk Committee Chair and the People and Compensation Committee Chair were $45,000, $35,000 and $25,000, respectively.
Annual retainer fees are paid in cash on a quarterly basis.
1 unchanged sentence
The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee.
−Removed: Historically, the directors have each received an annual restricted stock award with a grant date value equal to 2X the annual retainer fee.
−Removed: The annual award cycle is based on our Annual Meeting of Stockholders, which is generally held in February or March of each year, with the awards being granted on the date of the Annual Meeting of Stockholders and vesting on the day immediately preceding the date of the Annual Meeting of Stockholders held in the following year (but no later than March 31).
−Removed: The following table sets forth the compensation paid to our non-employee directors for fiscal 2024.
+Added: Historically, the directors have each received an annual restricted stock award with a grant date value equal to twice the annual retainer fee.
+Added: The annual award cycle is based on our Annual Meeting of Stockholders, which is generally held in March of each year, with the awards being granted on the date of the Annual Meeting of Stockholders and vesting on the day immediately preceding the date of the Annual Meeting of Stockholders held in the following year (but no later than March 31).
+Added: The following table sets forth the cash compensation paid and restricted stock awards granted to our non-employee directors for fiscal 2025.
Cohen and Mr.
Given are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors.
−Removed: Director Fees Earned or Paid in Cash Restricted Stock Awards (1) Total
+Added: Director Fees Earned and Paid in Cash Restricted Stock Awards (1)
Appel $ 125,528 $ 170,000 $ 295,528
7 unchanged sentences
Each of the non-employee directors received a grant of 12,725 shares of restricted stock on March 13, 2025.
−Removed: That amount was determined by dividing $160,000 (2X the annual director fee) by $10.64, the trading price of the Class A Common Stock at the time of grant.
+Added: That amount was determined by dividing $170,000 by $13.36, the trading price of the Class A Common Stock at the time of grant.
These shares are scheduled to vest immediately before the 2026 Annual Meeting of Stockholders (but no later than March 31, 2026).
3 unchanged sentences
Equity Compensation Plans
−Removed: We have two equity compensation plans that have been approved by stockholders — the 2010 Long-Term Incentive Plan (applicable to outstanding long-term incentive awards issued on or before December 31, 2021) and the 2022 Long-Term Incentive Plan (applicable to all long-term incentive awards issued on or after January 1, 2022).
−Removed: New awards can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares although generally we issue only restricted stock and restricted stock unit awards.
+Added: The Company has adopted the 2022 Long-Term Incentive Plan, which was approved by its stockholders and is applicable to all long-term incentive awards issued on or after January 1, 2022.
+Added: Awards under the plan can be in the form of stock options, stock appreciation rights, stock bonuses, restricted stock, restricted stock units, performance units or performance shares although generally we issue only restricted stock and restricted stock unit awards.
We do not have any equity compensation plans that were not approved by stockholders.
−Removed: The following table summarizes information about our equity compensation plans as of September 30, 2024:
+Added: The following table summarizes information about our equity compensation plan as of September 30, 2025:
Plan Category Number of Securities to
15 unchanged sentences
An additional 1,500,000 shares were added to the plan on October 29, 2025 to cover the fiscal 2026 LTI awards to be issued in November 2025 which will leave 1,312,063 shares for future issuances.
−Removed: The 2010 Long-Term Incentive Plan remains effective only to cover currently outstanding awards issued on or prior to December 31, 2021, as that plan was replaced by the 2022 Long-Term Incentive Plan.
Stock Ownership
10 unchanged sentences
Bldg One, Suite 200
−Removed: Rollingwood, Texas 78746
−Removed: 2,974,047 (b) 5.46 % (b) 2,970,171 100 % 100 %
+Added: Rollingwood, Texas 78746 2,974,047 (b) 4.88 % (b) 2,970,171 100 % 100 %
Blackrock Inc.
50 Hudson Yards
−Removed: New York, New York 10001
−Removed: 9,761,969 (c)
−Removed: 17.92 % — — —
+Added: New York, New York 10001 7,916,551 (c) 13.00 % — — —
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
−Removed: Austin, Texas 78746
−Removed: 4,068,011 (d)
+Added: Austin, Texas 78746 3,497,810 (c) 5.74 % — — —
Vanguard Group Inc.
Box 2600, V26
−Removed: Valley Forge, Pennsylvania 19482-2600
−Removed: 3,389,461 (c) 6.22 % — — —
+Added: Valley Forge, Pennsylvania 19482-2600 3,610,029 (d) 5.93 % — — —
Appel 120,646 * — — —
3 unchanged sentences
Pablo Lagos Espinosa 228,177 (g) *
−Removed: Tillett 125,721 *
−Removed: Jugmans 176,322 (h)
+Added: Tillett 140,758 (h) *
+Added: Jugmans 238,036 (i) * — — —
John Blair Powell, Jr.
−Removed: Lisa VanRoekel
−Removed: Directors and executive officers as a group (14 persons)
−Removed: 5,625,444 (k)
−Removed: 10.33 % 2,970,171 100 % 100 %
+Added: 291,505 (j) *
+Added: Ellen Bryant 188,889 (k) * — — —
+Added: Directors and executive officers as a group (14 persons) 6,045,366 (l) 9.93 % 2,970,171 100 % 100 %
(a) MS Pawn Corporation is the general partner of MS Pawn Limited Partnership and has the sole right to vote its shares of Class B Common Stock and to direct their disposition.
7 unchanged sentences
Lagos is sole beneficial owner.
−Removed: (h) Includes 77,184 unvested restricted stock units expected to vest within 60 days of November 1, 2024.
+Added: (h) These shares are held by a revocable trust of which Mr, Tillett is a co-trustee.
(i) Includes 88,195 unvested restricted stock units expected to vest within 60 days of November 1, 2025.
(j) Includes 145,522 unvested restricted stock units expected to vest within 60 days of November 1, 2025.
−Removed: (k) Group includes those persons who were serving as directors and executive officers on November 1, 2024.
+Added: (k) Includes 53,622 unvested restricted stock units expected to vest within 60 days of November 1, 2025.
+Added: (l) Group includes those persons who were serving as directors and executive officers on November 1, 2025.
Number shown includes 807,375 unvested restricted stock units expected to vest within 60 days of November 1, 2025.
6 unchanged sentences
With respect to any specific transaction, the Audit and Risk Committee may, in its discretion, transfer its responsibilities to either the full Board of Directors or to any special committee of the Board of Directors designated and created for the purpose of reviewing, evaluating, approving or ratifying such transaction.
−Removed: Employment arrangement with Nicholas Cohen
+Added: Employment arrangements with Nicholas Cohen and Georgia Cohen
Nicholas Cohen, the son of Phillip E.
Cohen, the beneficial owner of all of our Class B Voting Common Stock and our Executive Chairman, has been an employee of the Company since May 2018, currently serving in the position of Vice President, Business Development.
−Removed: The Company considers the employment relationship with Nicholas Cohen to be a related party transaction that is subject to the Company’s Policy for Review and Evaluation of Related Party Transactions.
+Added: The Company considers the employment relationship with Nicholas Cohen to be a related party transaction subject to the Company’s Policy for Review and Evaluation of Related Party Transactions.
Accordingly, the Audit and Risk Committee reviews and approves all promotion opportunities and compensation changes for Nicholas Cohen.
+Added: Also, Georgia Cohen, the daughter of Phillip E.
+Added: Cohen, has been an employee of the Company since April 2025, currently serving in the position of Manager, Video Content.
+Added: The Company considers the employment relationship with Georgia Cohen to be a related party transaction subject to the Company’s Policy for Review and Evaluation of Related Party Transactions.
+Added: Accordingly, the Audit and Risk Committee approved the hiring of Ms.
+Added: Cohen in April 2025 and reviews and approves all promotion opportunities and compensation changes for Georgia Cohen.
Director Independence
7 unchanged sentences
Given Not independent (b)
−Removed: Kulas Not independent (b)
+Added: Kulas Independent (c)
Pablo Lagos Espinosa Independent
4 unchanged sentences
Cohen and Mr.
−Removed: Given were executive officers of the Company during all of fiscal 2024, and Mr.
−Removed: Kulas was an executive officer of the Company from February 2020 until January 2022.
+Added: Given were executive officers of the Company during all of fiscal 2025 .
Therefore, they are not independent in accordance with the standards set forth in the Nasdaq Listing Rules.
+Added: Kulas was an executive officer of the Company from February 2020 to January 2022, after which he resigned from the Company’s employ and retained his position as a member of the Board of Directors.
+Added: In accordance with the standards set forth in the Nasdaq Listing Rules, Mr.
+Added: Kulas became independent in February 2025, upon the expiration of 3 years from his resignation of employment.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
44 unchanged sentences
8-K 0-19424 4.1 December 13, 2022
+Added: 4.7 Indenture, dated March 28, 2025, between EZCORP, Inc., the guarantors party thereto and Truist Bank, as trustee
+Added: 8-K 0-19424 4.1 March 28, 2025
10.1* EZCORP, Inc.
1 unchanged sentence
8-K 0-19424 10.94 December 1, 2005
−Removed: 10.2* Amended and Restated EZCORP, Inc.
−Removed: 2010 Long-Term Incentive Plan, Effective November 28, 2018
−Removed: 8-K 0-19424 10.1 November 29, 2018
10.2* Form of Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement between the Company and certain employees, including the executive officers
8 unchanged sentences
10-K 0-19424 10.6 November 16, 2022
−Removed: 10.7* Amendment to Amended and Restated EZCORP, Inc.
−Removed: 2010 Long-Term Incentive Plan, Effective November 15, 2022
−Removed: 10-K 0-19424 10.7 November 16, 2022
−Removed: 10.8* Employment Contract, dated November 14, 2023, between EZCORP UK Limited and Lachlan P.
−Removed: 10-K 0-19424 10.8 November 15, 2023
−Removed: EZCORP , Inc.
−Removed: Insider Trading Policy , effectiv e Novemb er 5, 2024
+Added: 10.6* Employment Contract, dated November 14, 2023, as amended, between EZCORP UK Limited and Lachlan P.
+Added: Insider Trading Policy, effective November 5, 2024
21.1 List of Subsidiaries of EZCORP, Inc.
3 unchanged sentences
32.1† Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
−Removed: E ZCORP, I nc.
−Removed: Compensatio n Recovery Policy, effective August 1 , 202 3
+Added: Compensation Recovery Policy, effective August 1, 2023
101.INS Inline XBRL Instance Document (the instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document)
29 unchanged sentences
Tillett Director November 13, 2025
−Removed: /s/ Robbie Hicks Chief Accounting Officer (principal accounting officer) November 13, 2024
+Added: /s/ Michael Croney Chief Accounting Officer (principal accounting officer) November 13, 2025
+Added: Michael Croney
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.