What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2026-02-04 · 318 added, 124 removed, 483 unchanged (48% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amount) December 31, 2025 December 31, 2024 September 30, 2025

(in thousands, except per share amount) March 31, 2026 March 31, 2025 September 30, 2025

Current assets:

10 unchanged sentences

Property and equipment, net 86,894 64,150 75,331

Right-of-use assets, net 237,637 227,810 236,462

Right-of-use assets 269,742 229,878 236,462

Long-term restricted cash 14,929 — 14,664

22 unchanged sentences

issued and outstanding:

58,724,555 as of December 31, 2025;

52,050,550 as of December 31, 2024;

58,622,115 as of March 31, 2026;

52,043,599 as of March 31, 2025;

57,921,451 as of September 30, 2025

2 unchanged sentences

issued and outstanding:

2,970,171 as of December 31, 2025, December 31, 2024 and September 30, 2025

2,970,171 as of March 31, 2026, March 31, 2025 and September 30, 2025

Additional paid-in capital 451,471 347,796 450,892

1 unchanged sentence

Accumulated other comprehensive loss ( 35,765 ) ( 57,982 ) ( 38,703 )

Total EZCORP equity 1,120,009 851,575 1,025,485

Non-controlling interest 21,916 — —

Total equity 1,141,925 851,575 1,025,485

3 unchanged sentences

Three Months Ended

March 31, Six Months Ended

(in thousands, except per share amount) 2026 2025 2026 2025

20 unchanged sentences

Income tax expense 15,902 9,022 30,769 19,390

Net income $ 44,304 $ 31,016

Basic earnings per share $ 0.72 $ 0.57

Diluted earnings per share $ 0.55 $ 0.40

Consolidated net income 49,584 25,390 93,888 56,406

Consolidated net (income) attributable to non-controlling interest ( 481 ) — ( 481 ) —

Consolidated net income attributable to EZCORP $ 49,103 $ 25,390 $ 93,407 $ 56,406

Basic earnings per share attributable to EZCORP $ 0.80 $ 0.46 $ 1.52 $ 1.03

Diluted earnings per share attributable to EZCORP $ 0.61 $ 0.33 $ 1.17 $ 0.74

Weighted-average basic shares outstanding 61,653 54,965 61,446 54,895

3 unchanged sentences

Three Months Ended

March 31, Six Months Ended

(in thousands) 2026 2025 2026 2025

Net income $ 44,304 $ 31,016

Consolidated net income $ 49,584 $ 25,390 $ 93,888 $ 56,406

Other comprehensive income:

Foreign currency translation adjustment, net of income tax (expense) for our investment in unconsolidated affiliate of $( 81 ) and $( 106 ) for the three months ended December 31, 2025, and 2024, respectively.

Foreign currency translation adjustment, net of income tax (expense) for our investment in unconsolidated affiliate of $ 178 and $( 305 ) for the three months ended March 31, 2026, and 2025, respectively and $ 97 and $( 199 ) for the six months ended March 31, 2026 and 2025, respectively.

( 921 ) 884 2,938 ( 6,435 )

Comprehensive income $ 48,163 $ 23,697

Consolidated comprehensive income 48,663 26,274 96,826 49,971

Consolidated comprehensive (income) attributable to non-controlling interest ( 481 ) — ( 481 ) —

Comprehensive income attributable to EZCORP $ 48,182 $ 26,274 $ 96,345 $ 49,971

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

Earnings Accumulated

Comprehensive Loss Total Stockholders’ Equity

Comprehensive Loss Total EZCORP Equity Non-Controlling Interest Total Equity

(in thousands) Shares Par Value

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Foreign currency translation gain — — — — 3,859 3,859 — 3,859

Net income — — — 44,304 — 44,304

Consolidated net income — — — 44,304 — 44,304 — 44,304

Balances as of December 31, 2025 61,695 $ 617 $ 447,935 $ 656,991 $ ( 34,844 ) $ 1,070,699 $ — $ 1,070,699

Stock compensation — — 5,137 — — 5,137 — 5,137

Release of restricted stock, net of shares withheld for taxes 52 1 ( 1 ) — — — — —

Taxes paid related to net share settlement of equity awards — — ( 1 ) — — ( 1 ) — ( 1 )

Foreign currency translation loss — — — — ( 921 ) ( 921 ) — ( 921 )

Purchase and retirement of treasury stock ( 155 ) ( 2 ) ( 1,599 ) ( 2,407 ) — ( 4,008 ) — ( 4,008 )

Non-controlling interest in Founders net assets at acquisition — — — — — — 21,435 21,435

Consolidated net income — — — 49,103 — 49,103 481 49,584

Balances as of March 31, 2026 61,592 $ 616 $ 451,471 $ 703,687 $ ( 35,765 ) $ 1,120,009 $ 21,916 $ 1,141,925

Common Stock Additional

1 unchanged sentence

Earnings Accumulated

Comprehensive Loss Total Stockholders’ Equity

Comprehensive Loss Total Equity

(in thousands) Shares Par Value

7 unchanged sentences

Balances as of December 31, 2024 55,021 $ 550 $ 345,783 $ 536,427 $ ( 58,866 ) $ 823,894

Stock compensation — — 2,404 — — 2,404

Release of restricted stock, net of shares withheld for taxes 76 1 ( 1 ) — — —

Foreign currency translation loss — — — — 884 884

Purchase and retirement of treasury stock ( 83 ) ( 1 ) ( 390 ) ( 606 ) — ( 997 )

Net income — — — 25,390 — 25,390

Balances as of March 31, 2025 55,014 $ 550 $ 347,796 $ 561,211 $ ( 57,982 ) $ 851,575

See accompanying notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

10 unchanged sentences

Equity in net income from investment in unconsolidated affiliates ( 2,989 ) ( 2,980 )

Gain from remeasurement of previously held equity interest ( 1,596 ) —

Changes in operating assets and liabilities, net of business acquisitions:

10 unchanged sentences

Recovery of pawn loan principal through sale of forfeited collateral 240,010 198,387

Capital expenditures, net ( 7,455 ) ( 5,609 )

Capital expenditures ( 17,910 ) ( 13,966 )

Acquisitions, net of cash acquired ( 25,640 ) ( 79 )

2 unchanged sentences

Dividends from unconsolidated affiliates 1,810 1,902

Other — ( 148 )

Net cash used in investing activities ( 57,590 ) ( 14,781 )

1 unchanged sentence

Taxes paid related to net share settlement of equity awards ( 6,347 ) ( 3,971 )

Proceeds from issuance of debt — 300,000

Debt issuance cost — ( 5,310 )

Payments on debt ( 134,151 ) —

Purchase and retirement of treasury stock ( 4,008 ) ( 3,997 )

Payments of finance leases ( 543 ) ( 266 )

Net cash used in financing activities ( 6,520 ) ( 7,102 )

Net cash (used in) provided by financing activities ( 145,049 ) 286,456

Effect of exchange rate changes on cash and cash equivalents and restricted cash 379 328

Net increase in cash, cash equivalents and restricted cash 1,408 4,085

Net (decrease) increase in cash, cash equivalents and restricted cash ( 114,651 ) 334,931

Cash and cash equivalents and restricted cash at beginning of period 484,713 179,807

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Description of Business

(collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) is a provider of pawn loans in the United States (“U.S.”) and Latin America.

(collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) is a provider of pawn loans in the United States (“U.S.”), Latin America and the Caribbean.

Pawn loans are non-recourse loans collateralized by tangible property.

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We have recast the Condensed Consolidated Statements of Operations and segment contribution for prior periods to conform to this methodology.

This resulted in a classification change of certain expenses totalling $ 5.5 million from Store expenses to General and administrative for the three months ended December 31, 2024.

This resulted in a classification change of certain expenses totaling $ 5.5 million and $ 11.0 million from Store expenses to General and administrative for the three and six months ended March 31, 2025, respectively.

Additionally, segment contribution no longer includes certain administrative allocations to segments;

2 unchanged sentences

Segment Information.

There was no impact to Total operating expenses, Operating income, or Net income on our Condensed Consolidated Statements of Operations.

There was no impact to Total operating expenses, Operating income, or Consolidated net income on our Condensed Consolidated Statements of Operations.

As a result of the acquisition of Founders One, LLC ("Founders") and its subsidiary Simple Management Group, Inc.

("SMG") effective January 2, 2026, the composition of our reportable segments changed beginning in the second quarter of fiscal 2026.

SMG is now reported as a standalone reportable segment.

Our equity interest in Cash Converters International Limited (“Cash Converters”) is now included within Corporate, and the Other Investments segment has been eliminated.

Prior period segment information has been recast to conform to the current presentation.

Refer to Note 11:

Segment Information.

Summary of Significant Accounting Policies

There were no material changes to our significant accounting policies during the three months ended December 31, 2025 from the policies described in our 2025 Annual Report.

There were no material changes to our significant accounting policies during the six months ended March 31, 2026 from the policies described in our 2025 Annual Report.

Use of Estimates and Assumptions

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Upon cancellation, customer layaway deposits are generally refundable, less a cancellation fee, via credit slip.

Our customer layaway deposits balance as of December 31, 2025, 2024 and September 30, 2025 was $ 33.1 million, $ 24.2 million and $ 33.9 million, respectively, and are generally recognized as revenues within a one-year period.

Our customer layaway deposits balance as of March 31, 2026, 2025 and September 30, 2025 was $ 39.5 million, $ 31.0 million and $ 33.9 million, respectively, and are generally recognized as revenues within a one-year period.

Recently Issued Accounting Pronouncements

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We are currently evaluating the impact of this standard on our interim reporting disclosures.

There were no material acquisitions during the three months ended December 31, 2025 and 2024.

Refer to Note 13:

Subsequent Events for acquisitions that closed after the Balance Sheet date.

Founders One Acquisition

On January 2, 2026, we acquired a controlling interest in Founders by exchanging our existing $ 45.0 million preferred equity investment and $ 15.0 million demand promissory note into common equity and contributing an additional $ 4.4 million in cash.

We now own 87.7 % of Founders' outstanding common equity.

At the time of acquisition, Founders, through its subsidiary SMG, operated 105 pawn stores in the United States and 11 additional countries, primarily under the names "La Familia Pawn and Jewelry" and "CashWiz." Founders holds 85.1 % ownership interest in SMG.

The acquisition advances our strategy to expand our global pawn operations by consolidating our interest in an established multi-country platform and existing operational infrastructure.

Following the departure of the SMG CEO in April, we have assumed direct operational management of SMG.

This transaction was accounted for as a business combination achieved in stages.

Immediately prior to the acquisition date, we remeasured our previously held preferred equity investment to its acquisition-date fair value of $ 46.6 million, resulting in a pre-tax gain of $ 1.6 million recognized in Other (income) expense in our Condensed Consolidated Statements of Operations during the three months ended March 31, 2026.

The acquisition-date fair value of the previously held preferred equity interest was determined using the income approach (discounted cash flow method) and the market approach (guideline public company method).

The value attributable to the preferred equity class was determined using an option pricing model, with significant inputs including expected volatility, a risk-free rate, and an estimated time to liquidity.

Our previously held demand promissory note was remeasured to its acquisition-date fair value of $ 15.0 million, with no gain or loss recognized.

In connection with the acquisition, a demand promissory note with a principal balance of $ 15.0 million and accrued interest of $ 3.9 million previously held by us at the Founders level was repaid through proceeds of a new debt facility entered into by SMG.

This repayment represented the settlement of a pre-existing creditor relationship and was accounted for separately from the business combination.

The settlement amount was determined based on the carrying value of the note, which approximated fair value due to its demand nature and market interest rate.

No gain or loss resulted from the settlement, and no amount was recognized in our Condensed Consolidated Statements of Operations.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs.

The acquisition included an organized workforce, established pawn operations, and the intellectual property and operational systems across 105 stores.

The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition.

The excess of the aggregate of consideration transferred, the acquisition-date fair value of previously held interests, and the fair values of noncontrolling interests over the estimated fair value of net identifiable liabilities assumed has been recorded as goodwill.

The purchase price allocation is as follows (in thousands):

Assets acquired:

Cash and cash equivalents $ 14,345

Pawn loans 33,982

Pawn service charges receivable 4,843

Inventory 22,535

Prepaid expenses and other current assets 5,619

Property and equipment 10,814

Right-of-use assets 26,465

Tradenames 60,900

Total assets acquired 179,503

Liabilities assumed:

Accounts payable, accrued expenses and other current liabilities $ 22,494

Long-term debt 150,339

Operating lease liabilities 26,465

Deferred tax liability 16,260

Total liabilities assumed 215,558

Net liabilities assumed $ ( 36,055 )

Goodwill was calculated as follows (in thousands):

Consideration transferred $ 4,350

Fair value of previously held preferred equity interest 46,595

Fair value of previously held demand promissory note 15,000

Fair value of noncontrolling interest in Founders 8,849

Fair value of noncontrolling interest in SMG 12,586

net identifiable liabilities assumed ( 36,055 )

Goodwill $ 123,435

The fair values of the noncontrolling interests in Founders and SMG were determined using a combination of the income approach (discounted cash flow method) and the market approach (guideline public company method), with significant inputs including projected cash flows, a discount rate, and market multiples.

In connection with the acquisition, we entered into a three-year senior secured intercompany debt facility with SMG providing $ 156.4 million in funding at 13 % per annum.

SMG used the facility proceeds to retire its pre-existing third-party debt, which is reflected as assumed debt in the purchase price allocation above.

The cash outflow is presented within “Payments of debt” on the Condensed Consolidated Statements of Cash Flows.

This intercompany facility eliminates upon consolidation.

The factors contributing to the recognition of goodwill, which is recorded in our SMG segment, include the value of SMG's assembled workforce, established multi-country store network, and expected synergies with our existing U.S.

and Latin America pawn operations.

None of the goodwill resulting from this business combination is expected to be deductible for income tax purposes.

The tradenames acquired have been assigned indefinite useful lives and will not be amortized.

They will be tested for impairment at least annually in accordance with ASC 350.

The purchase price allocation presented above is preliminary.

The fair values of tradenames, certain payroll related liabilities, and deferred taxes have not been finalized.

All other amounts are also subject to adjustment during the measurement period as additional information is obtained about facts and circumstances that existed as of the acquisition date.

No measurement period adjustments were recorded during the three months ended March 31, 2026.

The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 2, 2026 and are reported in our SMG segment.

The acquired business contributed revenues of $ 51.3 million and income before income tax of $ 8.8 million for the period from January 2, 2026 through March 31, 2026.

During the six months ended March 31, 2026, we incurred total acquisition costs of approximately $ 0.6 million related to the Founders acquisition.

Cumulative acquisition-related costs incurred through March 31, 2026 were approximately $ 1.5 million.

The acquisition costs were primarily related to legal, accounting and consulting services, were expensed as incurred and are included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Founders and SMG are variable interest entities, as neither entity has sufficient equity at risk to finance its activities without additional subordinated financial support.

We are now the primary beneficiary of both entities and directly or indirectly hold a majority voting interest in each.

We determined that we are the primary beneficiary based on our role as sole Manager of Founders, which controls SMG's board of directors, and our obligation to absorb losses or receive benefits through our 87.7 % equity interest in Founders and related lending arrangements.

Founders is a holding entity whose sole asset is its equity interest in SMG, which eliminates upon consolidation.

SMG is the operating entity whose assets and liabilities are included in our Condensed Consolidated Financial Statements.

As SMG meets the definition of a business, we indirectly hold a majority voting interest through Founders, which owns 85.1 % of SMG's outstanding common stock, and SMG's assets can be used for purposes other than the settlement of its obligations, certain incremental VIE disclosures are not required in accordance with ASC 810-10-50-5B.

The third-party member of Founders holds 12.3 % of Founders' outstanding common equity.

Third-party shareholders hold 14.9 % of SMG's outstanding common stock.

These noncontrolling interests are presented separately within Stockholders’ equity on our Condensed Consolidated Balance Sheets.

El Bufalo Pawn Acquisition

On January 12, 2026, we acquired the business operations of 12 pawn stores in Texas, primarily in the Laredo area, operating under the name "El Bufalo Pawn," from LBP, L.P.

and certain individual sellers.

The total consideration was approximately $ 27.8 million in cash, of which approximately $ 1.4 million was retained for standard indemnification purposes and is expected to be paid within twelve months of the acquisition date.

The retained payment is included in Accounts payable, accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2026.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs.

Although the transaction includes tangible assets such as loans and inventory, the inclusion of operating infrastructure, licenses, and a functioning workforce supports the conclusion that a business, rather than a group of assets, was acquired.

The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition.

The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill.

The final purchase price allocation is as follows (in thousands):

Assets acquired:

Cash and cash equivalents $ 146

Pawn loans 3,421

Pawn service charges receivable 617

Property and equipment

Intangible assets - Trade names 4,100

Right-of-use assets

Other assets 62

Goodwill 19,153

Total assets acquired 37,854

Liabilities assumed:

Customer layaway deposits $ 733

Operating lease liabilities 9,302

Total liabilities assumed 10,035

Total consideration 27,819

Retained Payment ( 1,375 )

Cash Paid $ 26,444

The factors contributing to the recognition of goodwill, which is recorded in our U.S.

Pawn segment, were based on several strategic benefits we expect to realize from the acquisition, including expansion of our store base in the Laredo market and the ability to further leverage our pawn expertise.

We expect all of the goodwill resulting from this business combination will be deductible for income tax purposes.

The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 12, 2026 and are reported in our U.S.

Pawn segment.

The acquired business contributed revenues of $ 2.7 million and income before income tax of $ 0.6 million for the period from January 12, 2026 through March 31, 2026.

During the six months ended March 31, 2026, total acquisition costs were immaterial.

Unaudited Supplementary Pro Forma Financial Information

The following unaudited pro forma summary presents consolidated information for us as if both business combinations described in this note had occurred on October 1, 2024.

The pro forma information is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results.

The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisitions.

Three Months Ended

March 31, Six Months Ended

(in thousands) 2026 2025 2026 2025

Total revenues $ 446,881 $ 348,632 $ 883,357 $ 719,361

Consolidated net income $ 48,336 $ 21,497 $ 88,213 $ 45,741

Pro forma net income for the three and six months ended March 31, 2026 was adjusted to exclude the $ 1.6 million gain on remeasurement of the previously held equity interest in Founders and approximately $ 0.7 million of acquisition-related costs directly attributable to the acquisitions.

Pro forma net income for the three and six months ended March 31, 2025 was adjusted to include these amounts.

These pro forma amounts have been calculated after applying the Company's accounting policies.

The following table summarizes the changes in the carrying amount of goodwill by segment and in total:

(in thousands) U.S.

Pawn Latin America Pawn Consolidated

Pawn Latin America Pawn SMG Consolidated

Balance as of September 30, 2025 $ 268,063 $ 56,826 $ — $ 324,889

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Effect of foreign currency translation changes — 862 — 862

Balance as of December 31, 2025 $ 271,621 $ 59,462 $ 331,083

(a) Amount represents goodwill recognized in connection with acquisitions during the three months ended December 31, 2025 that were immaterial, individually and in the aggregate, and we have therefore omitted certain disclosures in this Form 10-Q.

Balance as of March 31, 2026 $ 290,701 $ 59,377 $ 123,435 $ 473,513

(a) Amount includes goodwill recognized in connection with acquisitions during the six months ended March 31, 2026 that were immaterial, individually and in the aggregate, and we have therefore omitted certain disclosures in this Form 10-Q.

(in thousands) U.S.

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Effect of foreign currency translation changes — ( 1,239 ) ( 1,239 )

Balance as of December 31, 2024 $ 264,428 $ 40,294 $ 304,722

Balance as of March 31, 2025 $ 264,428 $ 40,811 $ 305,239

EARNINGS PER SHARE

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Three Months Ended

March 31, Six Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

Basic earnings per common share:

Net income - basic $ 44,304 $ 31,016

Consolidated net income $ 49,584 $ 25,390 $ 93,888 $ 56,406

Consolidated net (income) attributable to non-controlling interest ( 481 ) — ( 481 ) —

Consolidated net income attributable to EZCORP - basic 49,103 25,390 93,407 56,406

Weighted shares outstanding - basic 61,653 54,965 61,446 54,895

Basic earnings per common share $ 0.72 $ 0.57

Basic earnings per common share attributable to EZCORP $ 0.80 $ 0.46 $ 1.52 $ 1.03

Diluted earnings per common share:

Net income - basic $ 44,304 $ 31,016

Convertible Notes interest expense, net of tax* 1,878 2,439

Net income - diluted $ 46,182 $ 33,455

Consolidated net income attributable to EZCORP - basic $ 49,103 $ 25,390 $ 93,407 $ 56,406

Convertible Notes interest expense, net of tax (a)

1,850 2,405 3,728 4,844

Consolidated net income attributable to EZCORP - diluted $ 50,953 $ 27,795 $ 97,135 $ 61,250

Weighted shares outstanding - basic 61,653 54,965 61,446 54,895

Equity-based compensation awards - effect of dilution** 1,562 1,541

Convertible Notes - effect of dilution*** 20,477 26,979

Equity-based compensation awards - effect of dilution (b)

1,280 1,196 1,431 1,373

Convertible Notes - effect of dilution (c)

20,477 26,979 20,477 26,979

Weighted shares outstanding - diluted 83,410 83,140 83,354 83,247

Diluted earnings per common share $ 0.55 $ 0.40

Diluted earnings per common share attributable to EZCORP $ 0.61 $ 0.33 $ 1.17 $ 0.74

Potential common shares excluded from the calculation of diluted earnings per common share above:

Restricted stock**** 1,151 1,437

* The Company’s convertible debt for the three months ended December 31, 2025 consists of the 3.750 % Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”) and, for the three months ended December 31, 2024, also includes the 2.375 % Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”).

** Includes time-based share-based awards and performance-based awards for which targets for fiscal year tranches have been achieved and vesting is subject only to achievement of service conditions.

*** Approximately 6.5 million of weighted average shares were included for the three months ended December 31, 2024 related to the 2025 Convertible Notes, which were settled in the third quarter of fiscal 2025 with a combination of cash and shares.

**** Includes antidilutive share-based awards as well as performance-based share-based awards that are contingently issuable, but for which the condition for issuance has not been met as of the end of the reporting period.

Restricted stock (d)

1,462 1,424 1,463 1,433

(a) The Company’s convertible debt for the three and six months ended March 31, 2026 consists of the 3.750 % Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”) and, for the three and six months ended March 31, 2025, also includes the 2.375 % Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”).

(b) Includes time-based share-based awards and performance-based awards for which targets for fiscal year tranches have been achieved and vesting is subject only to achievement of service conditions.

(c) Approximately 6.5 million of weighted average shares were included for the three and six months ended March 31, 2025 related to the 2025 Convertible Notes, which were settled in the third quarter of fiscal 2025 with a combination of cash and shares.

(d) Includes antidilutive share-based awards as well as performance-based share-based awards that are contingently issuable, but for which the condition for issuance has not been met as of the end of the reporting period.

We determine if a contract contains a lease at inception.

1 unchanged sentence

The table below presents balances of our lease assets and liabilities and their balance sheet locations for both operating and financing leases:

(in thousands) Balance Sheet Location December 31, 2025 December 31, 2024 September 30, 2025

(in thousands) Balance Sheet Location March 31, 2026 March 31, 2025 September 30, 2025

Lease assets:

Operating lease right-of-use assets Right-of-use assets, net $ 237,637 $ 227,810 $ 236,462

Operating lease right-of-use assets Right-of-use assets $ 269,742 $ 229,878 $ 236,462

Financing lease assets Other assets, net 1,102 1,256 1,075

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Three Months Ended

March 31, Six Months Ended

(in thousands) 2026 2025 2026 2025

8 unchanged sentences

Total lease cost $ 30,155 $ 24,187 $ 56,243 $ 47,632

*Includes a reduction for sublease rental income of $ 0.7 million and $ 0.6 million for the three months ended December 31, 2025 and 2024, respectively.

* Includes reductions for sublease rental income for the three and six-month periods ended March 31, 2026 and 2025 of $ 0.6 million and $ 0.6 million, and $ 1.4 million and $ 1.3 million, respectively.

Lease expense is recognized on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred.

The components of lease expense are included in “Store expenses” and “General and administrative” under Operating expenses, based on the underlying lease use.

Cash paid for operating leases was $ 21.2 million and $ 20.0 million for the three months ended December 31, 2025 and 2024, respectively.

Cash paid for operating leases for the three and six-month periods ended March 31, 2026 and 2025, was $ 23.4 million and $ 20.0 million, and $ 44.7 million and $ 40.0 million, respectively.

The weighted-average term and discount rates for leases are as follows:

Three Months Ended

Six Months Ended

Weighted-average remaining lease term (years):

4 unchanged sentences

Financing leases 12.08 % 11.14 %

As of December 31, 2025, maturities of lease liabilities under ASC 842 by fiscal year were as follows:

As of March 31, 2026, maturities of lease liabilities under ASC 842 by fiscal year were as follows:

(in thousands) Operating Leases Financing Leases

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$ 211,956 $ 481

We recorded $ 15.8 million and $ 18.2 million in non-cash additions to our operating right-of-use assets and lease liabilities for the three months ended December 31, 2025 and 2024, respectively.

We recorded $ 65.3 million and $ 34.0 million in non-cash additions to our operating right-of-use assets and lease liabilities for the six months ended March 31, 2026 and 2025, respectively.

STRATEGIC INVESTMENTS

Cash Converters International Limited

As of December 31, 2025, we owned approximately 43.7 %, of Cash Converters.

As of March 31, 2026, we owned approximately 43.7 % of Cash Converters.

We acquired our original investment in November 2009 and have increased our ownership through the acquisition of additional shares periodically since that time.

During the three months ended December 31, 2025, we acquired an additional 35,780,747 shares for $ 7.1 million bringing our total shares owned to 309,719,904 shares.

During the six months ended March 31, 2026, we acquired an additional 35,780,747 shares for $ 7.1 million bringing our total shares owned to 309,719,904 shares.

This additional investment did not increase our ownership percentage in Cash Converters.

We received cash dividends from Cash Converters of $ 1.8 million and $ 1.9 million during the three months ended December 31, 2025 and 2024, respectively.

During the three months ended December 31, 2025 and 2024, we recorded our share of income of $ 1.8 million and $ 1.6 million, respectively, from Cash Converters, included in “Equity in net income of unconsolidated affiliates” in the Condensed Consolidated Statements of Operations.

We received cash dividends from Cash Converters of $ 1.8 million and $ 1.9 million during the six months ended March 31, 2026 and 2025, respectively.

During the three and six-month periods ended March 31, 2026 and 2025, we recorded our share of income of $ 1.0 million and $ 1.9 million, and $ 2.9 million and $ 3.5 million, respectively, from Cash Converters, included in “Equity in net income of unconsolidated affiliates” in the Condensed Consolidated Statements of Operations.

Fair Value Measurements for the fair value and carrying value of our investment in Cash Converters.

Founders One, LLC

In fiscal 2022, we invested $ 15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders One, LLC (“Founders”), a then newly-formed entity with one other member.

In fiscal 2022, we invested $ 15.0 million in exchange for a non-redeemable voting participating preferred equity interest in Founders, a then newly-formed entity with one other member.

In fiscal 2023, we contributed an additional $ 15.0 million associated with our preferred interest and loaned Founders $ 15.0 million in exchange for a Demand Promissory Note secured by the common interest held by the other member.

In fiscal 2024, we contributed an additional $ 15.0 million associated with our preferred interest, bringing our total preferred equity investment in Founders to $ 45.0 million.

Our preferred equity investment in Founders, a variable interest entity, is accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities.

As of December 31, 2025, our $ 45.0 million carrying value of the preferred equity investment and $ 29.3 million in Demand Promissory Notes (including accrued interest) are included in “Other investments” and “Prepaid expenses and other current assets” in our Condensed Consolidated Balance Sheets, respectively.

As of December 31, 2025, our maximum exposure for losses related to our investment in Founders was our $ 45.0 million preferred equity investment and $ 29.3 million in Demand Promissory Notes (including accrued interest).

Subsequent to the Balance Sheet date, on January 2, 2026, we acquired a controlling interest in Founders.

Subsequent Events .

Fair Value Measurements for the fair value and carrying value of our loan to Founders.

On January 2, 2026 we acquired a controlling interest in Founders through a combination of the exchange of our preferred equity investment in Founders, conversion of a Demand Promissory Note, and cash on hand, see Note 2:

Acquisitions.

In prior periods, our preferred equity investment in Founders, a variable interest entity, was accounted for utilizing the measurement alternative within ASC 321, Investments — Equity Securities and presented in “Other investments” in our Condensed Consolidated Balance Sheets.

FAIR VALUE MEASUREMENTS

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Carrying Value Estimated Fair Value

December 31, 2025 December 31, 2025 Fair Value Measurement Using

March 31, 2026 March 31, 2026 Fair Value Measurement Using

(in thousands) Level 1 Level 2 Level 3

Financial assets:

Promissory note receivable from Founders $ 29,329 $ 29,329 $ — $ — $ 29,329

Investments in unconsolidated affiliates $ 26,093 $ 61,839 $ 60,459 $ — $ 1,380

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Carrying Value Estimated Fair Value

December 31, 2024 December 31, 2024 Fair Value Measurement Using

March 31, 2025 March 31, 2025 Fair Value Measurement Using

(in thousands) Level 1 Level 2 Level 3

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2029 Convertible Notes 224,723 338,089 — 338,089 —

2032 Senior Notes 292,465 305,117 — 305,117 —

Carrying Value Estimated Fair Value

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Significant increases or decreases in the underlying assumptions used to value pawn loans, pawn service charges receivable, consumer loans, fees and interest receivable and other debt could significantly increase or decrease these fair value estimates.

As described in Note 6:

Strategic Investments, we have loans outstanding to Founders in exchange for Demand Promissory Notes secured by the common interest in Founders held by the other member.

As of December 31, 2025, the interest rate on the notes was 15.0 % per annum, and all principal and accrued interest is due on demand.

Based primarily on the short-term nature of the notes, we estimate that its carrying value approximates fair value as of December 31, 2025.

Subsequent to the Balance Sheet date, on January 2, 2026, we acquired a controlling interest in Founders.

Subsequent Events .

We use the equity method of accounting to account for our ownership interest in Cash Converters.

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The following table presents the Company's debt instruments outstanding:

December 31, 2025 December 31, 2024 September 30, 2025

March 31, 2026 March 31, 2025 September 30, 2025

(in thousands) Gross Amount Deferred Financing Costs Carrying Amount Gross Amount Deferred Financing Costs Carrying Amount Gross Amount Deferred Financing Costs Carrying Amount

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Total long-term debt $ 530,000 $ ( 10,999 ) $ 519,001 $ 530,000 $ ( 12,812 ) $ 517,188 $ 530,000 $ ( 11,924 ) $ 518,076

The following table presents the Company’s interest expense related to its debt for the three months ended December 31, 2025 and 2024:

The following table presents the Company’s interest expense related to its debt for the three and six months ended March 31, 2026 and 2025:

Three Months Ended

March 31, Six Months Ended

(in thousands) 2026 2025 2026 2025

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Total interest expense $ — $ 733 $ — $ 1,480

As of December 31, 2025, the Company was in compliance with all covenants related to the 2032 Senior Notes.

The reported sale price of our Class A Common Stock was greater than or equal to 130 % of the applicable conversion price for the 2029 Convertible Notes for at least 20 trading days in the 30 consecutive trading days ended on December 31, 2025.

As a result, the 2029 Convertible Notes are convertible at the option of the holders during the fiscal quarter ending March 31, 2026.

As of March 31, 2026, the Company was in compliance with all covenants related to the 2032 Senior Notes.

As a result, the 2029 Convertible Notes are convertible at the option of the holders during the fiscal quarter ending June 30, 2026.

COMMON STOCK AND STOCK COMPENSATION

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On November 11, 2025, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to $ 50 million of our Class A Non-Voting common shares over the next three years (the “2026 Common Stock Repurchase Program”).

During the three months ended December 31, 2025, the Company did not repurchase any shares under the 2026 Common Stock Repurchase Program.

During the three months ended March 31, 2026, the Company repurchased and retired 155,838 of our Class A Common Stock for $ 4.0 million under the 2026 Common Stock Repurchase Program.

During the three months ended December 31, 2025, the Company did not repurchase any shares under this program.

The Board previously authorized a repurchase program on May 3, 2022 (the “2022 Common Stock Repurchase Program”) which expired on May 3, 2025.

The 2022 Common Stock Repurchase Program authorized the repurchase of up to $ 50 million of our Class A Common Stock over three years .

During the three months ended December 31, 2024, the Company repurchased and retired 250,463 shares for $ 3.0 million under the 2022 Common Stock Repurchase Program.

Execution of the program was responsive to fluctuating market conditions and valuations, liquidity needs and the expected return on investment compared to other opportunities.

During the three and six-month periods ended March 31, 2025, the Company repurchased and retired 82,136 shares for $ 1.0 million, and 332,599 shares for $ 4.0 million, respectively, under the 2022 Common Stock Repurchase Program.

The amount and timing of purchases was dependent on a variety of factors, including stock price, trading volume, general market conditions, legal and regulatory requirements, general business conditions, the level of cash flows, and corporate considerations determined by management and the Board, such as liquidity and capital needs and the availability of attractive alternative investment opportunities.

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Released ( 1,223,562 ) 9.26

Outstanding as of December 31, 2025 1,835,724 $ 10.84

Cancelled ( 14,358 ) 12.16

Outstanding as of March 31, 2026 1,952,346 $ 11.61

COMMITMENTS AND CONTINGENCIES

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As indicated in Note 1, our results below reflect our updated methodology used in allocating certain expenses beginning in the first quarter of fiscal 2026, and the results from the prior period presented have been recast to conform with the current presentation.

As a result of the acquisition of Founders and SMG effective January 2, 2026, the composition of our reportable segments changed beginning in the second quarter of fiscal 2026.

Refer to Note 2:

Acquisitions for further details.

SMG is now reported as a standalone reportable segment.

Our equity interest in CCV is now included within Corporate as it is not a reportable segment.

Prior period segment information has been recast to reclassify CCV equity income and interest income from notes receivable from Founders from the "Other Investments" segment to Corporate.

Because SMG was not a consolidated subsidiary prior to January 2, 2026, no SMG segment results prior to January 2, 2026 exist in our consolidated financial statements.

We currently report our segments as follows:

Pawn — all pawn activities in the United States;

• Latin America Pawn — all pawn activities in Mexico and other parts of Latin America;

• Other Investments — primarily our equity interest in Cash Converters and our investment in and notes receivable from Founders.

Corporate items include administrative expenses, depreciation and amortization, loss (gain) on sale or disposal of assets, interest income and expense and other (income) expense, and are not allocated between the segments.

Pawn — all pawn activities in the United States, except for SMG;

• Latin America Pawn — all pawn activities in Mexico and other parts of Latin America, except for SMG;

• SMG — all pawn activities of Simple Management Group, Inc.

Corporate items include administrative expenses, depreciation and amortization, loss (gain) on sale or disposal of assets, interest income and expense, equity in net income of unconsolidated affiliates, and other (income) expense, and are not allocated between the segments.

There are no inter-segment revenues presented below, and the amounts below were determined in accordance with the same accounting principles used in our consolidated financial statements.

The following income (loss) before income taxes tables present revenue for each reportable segment, disaggregated revenue within our reportable segments and Corporate, segment profits and segment contribution.

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

(in thousands) U.S.

Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated

Pawn Latin America Pawn SMG Total Segments Corporate Items Consolidated

Merchandise sales $ 127,884 $ 68,762 $ 17,819 $ 214,465 $ — $ 214,465

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Depreciation and amortization 2,809 2,733 674 6,216 3,372 9,588

Loss on sale or disposal of assets and other 87 — — 87 — 87

Interest expense — — — — 8,354 8,354

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Equity in net income of unconsolidated affiliates — — — — ( 1,166 ) ( 1,166 )

Other (income) — ( 23 ) — ( 23 ) ( 69 ) ( 92 )

Other (income) expense — ( 343 ) 38 ( 305 ) ( 1,939 ) ( 2,244 )

Segment contribution $ 78,080 $ 19,117 $ 8,811 $ 106,008

Income (loss) before income taxes $ 106,008 $ ( 40,522 ) $ 65,486

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

(in thousands) U.S.

Pawn Latin America Pawn Other Investments Total Segments Corporate Items Consolidated

Pawn Latin America Pawn Total Segments Corporate Items Consolidated

Merchandise sales $ 116,915 $ 52,552 $ 169,467 $ — $ 169,467

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Interest expense — — — 3,281 3,281

Interest income — — ( 594 ) ( 594 ) ( 1,499 ) ( 2,093 )

Equity in net (income) loss of unconsolidated affiliates — — ( 1,623 ) ( 1,623 ) 148 ( 1,475 )

Other expense (income) ( 11 ) ( 71 ) — ( 82 ) 1,060 978

Interest income (a)

— — — ( 1,875 ) ( 1,875 )

Equity in net income of unconsolidated affiliates (b)

— — — ( 1,505 ) ( 1,505 )

Other (income) expense 4 ( 137 ) ( 133 ) 68 ( 65 )

Segment contribution $ 48,957 $ 13,873 $ 62,830

Income (loss) before income taxes $ 62,830 $ ( 28,418 ) $ 34,412

(a) Interest income includes $ 0.6 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

(b) Equity in net income of unconsolidated affiliates includes $ 1.9 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

Six Months Ended March 31, 2026

(in thousands) U.S.

Pawn Latin America Pawn SMG Total Segments Corporate Items Consolidated

Merchandise sales $ 266,926 $ 139,867 $ 17,819 $ 424,612 $ — $ 424,612

Jewelry scrap sales 91,005 11,034 19,110 121,149 — 121,149

Pawn service charges 193,944 74,719 14,382 283,045 — 283,045

Other revenues 61 33 — 94 — 94

Total revenues 551,936 225,653 51,311 828,900 — 828,900

Merchandise cost of goods sold 165,334 92,296 11,914 269,544 — 269,544

Jewelry scrap cost of goods sold 56,022 7,070 13,260 76,352 — 76,352

Gross profit 330,580 126,287 26,137 483,004 — 483,004

Segment and corporate expenses (income):

Store expenses 176,148 82,129 16,614 274,891 — 274,891

General and administrative — — — — 61,231 61,231

Depreciation and amortization 5,532 5,268 674 11,474 6,870 18,344

Loss on sale or disposal of assets and other 87 — — 87 — 87

Interest expense — — — — 16,520 16,520

Interest income (c)

— — — — ( 7,401 ) ( 7,401 )

Equity in net income of unconsolidated affiliates (d)

— — — — ( 2,989 ) ( 2,989 )

Other (income) expense — ( 366 ) 38 ( 328 ) ( 2,008 ) ( 2,336 )

Segment contribution $ 148,813 $ 39,256 $ 8,811 $ 196,880

Income (loss) before income taxes $ 196,880 $ ( 72,223 ) $ 124,657

(c) Interest income includes $ 1.0 million of interest income from notes receivable from Founders recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

(d) Equity in net income of unconsolidated affiliates includes $ 1.8 million of equity income from CCV recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

Six Months Ended March 31, 2025

(in thousands) U.S.

Pawn Latin America Pawn Total Segments Corporate Items Consolidated

Merchandise sales $ 245,715 $ 110,095 $ 355,810 $ — $ 355,810

Jewelry scrap sales 32,396 5,274 37,670 — 37,670

Pawn service charges 175,424 57,499 232,923 — 232,923

Other revenues 51 32 83 — 83

Total revenues 453,586 172,900 626,486 — 626,486

Merchandise cost of goods sold 156,328 77,051 233,379 — 233,379

Jewelry scrap cost of goods sold 25,203 4,048 29,251 — 29,251

Gross profit 272,055 91,801 363,856 — 363,856

Segment and corporate expenses (income):

Store expenses 163,199 58,804 222,003 — 222,003

General and administrative — — — 49,284 49,284

Depreciation and amortization 5,399 4,035 9,434 6,921 16,355

Loss on sale or disposal of assets and other 17 8 25 — 25

Interest expense — — — 6,428 6,428

Interest income (e)

— — — ( 3,968 ) ( 3,968 )

Equity in net income of unconsolidated affiliates (f)

— — — ( 2,980 ) ( 2,980 )

Other (income) expense ( 7 ) ( 208 ) ( 215 ) 1,128 913

Segment contribution $ 103,447 $ 29,162 $ 132,609

Income (loss) before income taxes $ 132,609 $ ( 56,813 ) $ 75,796

(e) Interest income includes $ 1.2 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

(f) Equity in net income of unconsolidated affiliates includes $ 3.5 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

The following table presents separately identified segment assets:

(in thousands) Pawn Loans Inventory Other

Investments Total

Assets as of December 31, 2025

(in thousands) Pawn Loans Inventory Total

Assets as of March 31, 2026

Pawn $ 230,478 $ 188,207 $ 418,685

Latin America Pawn 86,260 61,659 147,919

SMG 32,630 26,097 58,727

Total segment assets $ 625,331

Other Investments * — — 105,084 105,084

Total other assets 1,501,426

Total consolidated assets $ 2,126,757

Assets as of December 31, 2024

Assets as of March 31, 2025

Pawn $ 199,418 $ 156,816 $ 356,234

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Total segment assets $ 469,613

Other Investments * — — 80,242 80,242

Total other assets 1,360,015

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Total segment assets $ 555,953

Other Investments * — — 92,556 92,556

Total other assets 1,395,256

Total consolidated assets $ 1,951,209

* The CODM does not review Other Investments assets when assessing segment performance and allocating resources.

As such, the asset balance for Other Investments is not included within the total segment assets caption.

The Other Investments balance includes the investment in Cash Converters, refer to Note 7 for the investment value.

SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION

The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets:

(in thousands) December 31, 2025 December 31, 2024 September 30, 2025

(in thousands) March 31, 2026 March 31, 2025 September 30, 2025

Gross pawn service charges receivable $ 67,090 $ 54,024 $ 63,348

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The following table provides supplemental disclosure of condensed consolidated statements of cash flows information:

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

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Short-term restricted cash at beginning of period 525 9,294

Long-term restricted cash at end of period 14,664 —

Long-term restricted cash at beginning of period 14,664 —

Total cash and cash equivalents and restricted cash at beginning of period $ 484,713 $ 179,807

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Accrued acquisition consideration $ 1,650 $ —

Conversion of promissory note to equity $ 15,000 $ —

Fair value of preferred equity investment converted to equity in Founders $ 46,600 $ —

Accrued debt issuance costs $ — $ 2,231

SUBSEQUENT EVENTS

Founders One Acquisition

On January 2, 2026, we acquired a controlling interest in Founders One, LLC (“Founders”) by exchanging our existing $ 45.0 million preferred equity investment and $ 10.0 million of demand promissory notes into common equity in Founders, and contributed an additional $ 9.4 million in cash.

As a result, we now hold approximately 87.7 % of Founders’ outstanding common equity and expect to consolidate Founders in our financial statements beginning January 2, 2026.

Founders, through its subsidiary, Simple Management Group, Inc.

(“SMG”), operates 105 pawn stores in the U.S.

and 11 additional countries.

The stores, which operate predominantly under the names “La Familia Pawn and Jewelry” and “CashWiz,” offer traditional pawn loans, buy/sell transactions, and, in Puerto Rico, auto pawn and auto title loans.

Founders controls SMG with an 85.1 % ownership interest.

The preliminary purchase price allocation for this transaction has not yet been completed and is based on preliminary estimates that are subject to change as additional information becomes available.

The total consideration transferred is estimated to be approximately $ 64.4 million, subject to final valuation.

Final amounts, including tangible assets, identifiable intangible assets, and goodwill, will be disclosed in accordance with ASC 805 in future filings.

The acquisition was funded through a combination of the conversion of existing investments and cash on hand.

In connection with the acquisition, we entered into a three-year , senior secured debt facility with SMG to provide $ 156.4 million in funding at 13 % per annum, replacing SMG’s third-party debt facility and debt owed to its shareholders and us.

This intercompany debt will be eliminated upon consolidation.

El Bufalo Pawn Acquisition

On January 12, 2026, we closed the acquisition of 12 pawn stores in Texas operating under the name “El Bufalo Pawn” for approximately $ 27.5 million.

The acquisition was funded by cash on hand.

Maple Empeños Acquisition

On April 17, 2026, we acquired the assets of 32 pawn store locations in Guatemala operating under the name "Maple Empeños" for approximately $ 6.0 million.

The preliminary purchase price allocation for this transaction has not yet been completed and is based on preliminary estimates that are subject to change as additional information becomes available.

Final amounts, including tangible assets, identifiable intangible assets, and goodwill, will be disclosed in accordance with ASC 805 in future filings.

Final amounts, including tangible assets, identifiable intangible assets, if any, and goodwill, will be disclosed in accordance with ASC 805 in future filings.

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-Q

Item 1. Financial Statements