Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
EZCORP, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share amount) June 30, 2026 June 30, 2025 September 30, 2025
Assets:
Current assets:
Cash and cash equivalents $ 311,026 $ 472,088 $ 469,524
Short-term restricted cash 1,752 9,609 525
Pawn loans 387,195 291,634 307,496
Pawn service charges receivable, net 57,450 45,410 48,733
Inventory, net
316,347 225,489 248,457
Prepaid expenses and other current assets 42,771 43,417 51,221
Total current assets 1,116,541 1,087,647 1,125,956
Investments in unconsolidated affiliates 26,549 13,753 18,123
Other investments 6,883 51,903 51,903
Property and equipment, net 89,007 67,439 75,331
Right-of-use assets 281,159 236,064 236,462
Long-term restricted cash 13,920 5,380 14,664
Goodwill 475,436 321,907 324,889
Intangible assets, net 124,679 57,960 58,832
Deferred tax asset, net 13,752 25,841 29,455
Other assets, net 18,307 15,174 15,594
Total assets $ 2,166,233 $ 1,883,068 $ 1,951,209
Liabilities and equity:
Current liabilities:
Accounts payable, accrued expenses and other current liabilities $ 119,808 $ 78,756 $ 105,443
Customer layaway deposits 42,534 33,336 33,901
Operating lease liabilities, current 69,755 60,183 61,228
Total current liabilities 232,097 172,275 200,572
Long-term debt, net 519,494 517,601 518,076
Deferred tax liability, net 2,669 2,017 2,571
Operating lease liabilities 221,499 184,295 184,736
Other long-term liabilities 22,769 16,822 19,769
Total liabilities 998,528 893,010 925,724
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A Non-Voting Common Stock, par value $ 0.01 per share; shares authorized: 100,000,000 ; issued and outstanding: 58,503,051 as of June 30, 2026; 57,992,965 as of June 30, 2025; 57,921,451 as of September 30, 2025
585 580 579
Class B Voting Common Stock, convertible, par value $ 0.01 per share; shares authorized: 3,000,000 ; issued and outstanding: 2,970,171 as of June 30, 2026, June 30, 2025 and September 30, 2025
30 30 30
Additional paid-in capital 453,600 448,073 450,892
Retained earnings 739,396 586,549 612,687
Accumulated other comprehensive loss ( 29,029 ) ( 45,174 ) ( 38,703 )
Total EZCORP equity 1,164,582 990,058 1,025,485
Non-controlling interest 3,123 — —
Total equity 1,167,705 990,058 1,025,485
Total liabilities and equity $ 2,166,233 $ 1,883,068 $ 1,951,209
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands, except per share amount) 2026 2025 2026 2025
Revenues:
Merchandise sales $ 209,655 $ 168,624 $ 634,267 $ 524,434
Jewelry scrap sales 56,575 26,970 177,724 64,640
Pawn service charges 152,475 115,339 435,520 348,262
Other revenues 43 48 137 131
Total revenues 418,748 310,981 1,247,648 937,467
Merchandise cost of goods sold 130,755 108,226 400,299 341,605
Jewelry scrap cost of goods sold 41,806 19,116 118,158 48,367
Gross profit 246,187 183,639 729,191 547,495
Operating expenses:
Store expenses 147,693 113,382 422,584 335,385
General and administrative 33,999 27,521 95,230 76,805
Depreciation and amortization 9,650 8,003 27,994 24,358
Loss on sale or disposal of assets and other 25 — 112 25
Other operating income — ( 1,262 ) — ( 1,262 )
Total operating expenses 191,367 147,644 545,920 435,311
Operating income 54,820 35,995 183,271 112,184
Interest expense 8,353 8,458 24,873 14,886
Interest income ( 2,786 ) ( 5,440 ) ( 10,187 ) ( 9,408 )
Equity in net income of unconsolidated affiliates ( 1,895 ) ( 1,200 ) ( 4,884 ) ( 4,180 )
Other (income) expense ( 861 ) ( 536 ) ( 3,197 ) 377
Income before income taxes 52,009 34,713 176,666 110,509
Income tax expense 13,515 8,210 44,284 27,600
Consolidated net income 38,494 26,503 132,382 82,909
Consolidated net (income) attributable to non-controlling interest ( 295 ) — ( 776 ) —
Consolidated net income attributable to EZCORP $ 38,199 $ 26,503 $ 131,606 $ 82,909
Basic earnings per share attributable to EZCORP $ 0.62 $ 0.45 $ 2.14 $ 1.47
Diluted earnings per share attributable to EZCORP $ 0.48 $ 0.34 $ 1.65 $ 1.08
Weighted-average basic shares outstanding 61,535 59,134 61,476 56,308
Weighted-average diluted shares outstanding 83,358 82,918 83,371 83,144
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands) 2026 2025 2026 2025
Consolidated net income $ 38,494 $ 26,503 $ 132,382 $ 82,909
Other comprehensive income:
Foreign currency translation adjustment, net of income tax (expense) for our investment in unconsolidated affiliate of $( 97 ) and $ 19 for the three months ended June 30, 2026, and 2025, respectively and $ 0 and $ 180 for the nine months ended June 30, 2026 and 2025, respectively.
6,736 12,808 9,674 6,373
Consolidated comprehensive income 45,230 39,311 142,056 89,282
Consolidated comprehensive (income) attributable to non-controlling interest ( 295 ) — ( 776 ) —
Comprehensive income attributable to EZCORP $ 44,935 $ 39,311 $ 141,280 $ 89,282
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive Loss Total EZCORP Equity Non-Controlling Interest Total Equity
(in thousands) Shares Par Value
Balances as of September 30, 2025 60,892 $ 609 $ 450,892 $ 612,687 $ ( 38,703 ) $ 1,025,485 $ — $ 1,025,485
Stock compensation — — 3,397 — — 3,397 — 3,397
Release of restricted stock, net of shares withheld for taxes 803 8 ( 8 ) — — — — —
Taxes paid related to net share settlement of equity awards — — ( 6,346 ) — — ( 6,346 ) — ( 6,346 )
Foreign currency translation gain — — — — 3,859 3,859 — 3,859
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
Stock compensation — — 4,110 — — 4,110 — 4,110
Release of restricted stock, net of shares withheld for taxes 13 — — — — — — —
Foreign currency translation gain — — — — 6,736 6,736 — 6,736
Purchase and retirement of treasury stock ( 132 ) ( 1 ) ( 1,539 ) ( 2,490 ) — ( 4,030 ) — ( 4,030 )
Purchase of non-controlling interest in Founders and SMG — — ( 442 ) — — ( 442 ) ( 19,088 ) ( 19,530 )
Consolidated net income — — — 38,199 — 38,199 295 38,494
Balances as of June 30, 2026 61,473 $ 615 $ 453,600 $ 739,396 $ ( 29,029 ) $ 1,164,582 $ 3,123 $ 1,167,705
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Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive Loss Total Equity
(in thousands) Shares Par Value
Balances as of September 30, 2024 54,553 $ 546 $ 348,366 $ 507,206 $ ( 51,547 ) $ 804,571
Stock compensation — — 2,597 — — 2,597
Release of restricted stock, net of shares withheld for taxes 718 7 ( 7 ) — — —
Taxes paid related to net share settlement of equity awards — — ( 3,971 ) — — ( 3,971 )
Foreign currency translation loss — — — — ( 7,319 ) ( 7,319 )
Purchase and retirement of treasury stock ( 250 ) ( 3 ) ( 1,202 ) ( 1,795 ) — ( 3,000 )
Net income — — — 31,016 — 31,016
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 gain — — — — 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
Stock compensation — — 4,212 — — 4,212
Settlement of convertibles notes due 2025 6,098 61 96,902 — — 96,963
Foreign currency translation gain — — — — 12,808 12,808
Purchase and retirement of treasury stock ( 149 ) ( 1 ) ( 837 ) ( 1,165 ) — ( 2,003 )
Net income — — — 26,503 — 26,503
Balances as of June 30, 2025 60,963 $ 610 $ 448,073 $ 586,549 $ ( 45,174 ) $ 990,058
See accompanying notes to unaudited condensed consolidated financial statements.
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EZCORP, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
(in thousands) 2026 2025
Operating activities:
Net income $ 132,382 $ 82,909
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization 27,994 24,358
Amortization of deferred financing costs 1,419 1,238
Non-cash lease expense 51,276 43,889
Deferred income taxes 1 ( 542 )
Other adjustments ( 873 ) ( 1,877 )
Provision for inventory reserve ( 680 ) 39
Stock compensation expense 12,644 9,213
Equity in net income from investment in unconsolidated affiliates ( 4,884 ) ( 4,180 )
Gain from remeasurement of previously held equity interest ( 1,596 ) —
Changes in operating assets and liabilities, net of business acquisitions:
Pawn service charges receivable ( 2,697 ) ( 364 )
Inventory ( 15,471 ) ( 9,205 )
Prepaid expenses, other current assets and other assets 1,086 ( 74 )
Accounts payable, accrued expenses and other liabilities ( 70,766 ) ( 58,023 )
Customer layaway deposits 6,282 11,276
Income taxes ( 5,729 ) ( 927 )
Net cash provided by operating activities 130,388 97,730
Investing activities:
Loans made ( 948,262 ) ( 738,670 )
Loans repaid 535,597 417,734
Recovery of pawn loan principal through sale of forfeited collateral 358,661 291,903
Capital expenditures ( 27,808 ) ( 23,051 )
Acquisitions, net of cash acquired ( 31,135 ) ( 17,093 )
Issuance of notes receivable ( 9,000 ) —
Proceeds of notes receivable — 241
Investment in unconsolidated affiliate ( 7,448 ) ( 718 )
Dividends from unconsolidated affiliates 3,929 3,614
Net cash used in investing activities ( 125,466 ) ( 66,040 )
Financing activities:
Taxes paid related to net share settlement of equity awards ( 6,347 ) ( 3,971 )
Proceeds from issuance of debt — 300,000
Debt issuance cost — ( 7,563 )
Payments on debt ( 134,151 ) ( 6,410 )
Purchase and retirement of treasury stock ( 8,038 ) ( 6,000 )
Payment of contingent consideration ( 550 ) —
Acquisition of non-controlling interest ( 14,313 ) —
Payments of finance leases ( 761 ) ( 450 )
Net cash (used in) provided by financing activities ( 164,160 ) 275,606
Effect of exchange rate changes on cash and cash equivalents and restricted cash 1,223 ( 26 )
Net (decrease) increase in cash, cash equivalents and restricted cash ( 158,015 ) 307,270
Cash and cash equivalents and restricted cash at beginning of period 484,713 179,807
Cash and cash equivalents and restricted cash at end of period $ 326,698 $ 487,077
See accompanying notes to unaudited condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
EZCORP, Inc. (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. We also sell merchandise, primarily collateral forfeited from pawn lending operations and pre-owned merchandise purchased from customers.
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements (“Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2025 (“2025 Annual Report”).
In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. Financial results for the periods presented are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2026 or any other period due, in part, to seasonal variations.
Beginning in the first quarter of fiscal 2026, following a review of segment expenses to better align direct operating expenses with the respective segments, we modified our methodology for allocating certain expenses used in evaluating financial and segment performance and resource allocation. Specifically, we no longer allocate certain administrative expenses to our Latin America Pawn and U.S. Pawn segments; these costs are now reported within the "General and administrative" line in our Condensed Consolidated Statements of Operations.
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 totaling $ 5.7 million and $ 16.7 million from Store expenses to General and administrative for the three and nine months ended June 30, 2025, respectively. Additionally, segment contribution no longer includes certain administrative allocations to segments; these costs are now included within Corporate. Refer to Note 11: Segment Information.
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 removed. 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 nine months ended June 30, 2026 from the policies described in our 2025 Annual Report.
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Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include the determination of inventory reserves, expected credit losses, useful lives of long-lived and intangible assets, valuation of share-based compensation, valuation of equity investments, valuation of deferred tax assets and liabilities, loss contingencies related to litigation and discount rates used for operating leases. We base our estimates on historical experience, observable trends and various other assumptions we believe are reasonable. Actual results may differ materially from these estimates under different assumptions or conditions.
Merchandise Sales Revenues Recognition
Customer layaway deposits are recorded as liabilities when a customer provides a deposit for merchandise. Upon cancellation, customer layaway deposits are generally refundable, less a cancellation fee, via credit slip. Our customer layaway deposits balance as of June 30, 2026, 2025 and September 30, 2025 was $ 42.5 million, $ 33.3 million and $ 33.9 million, respectively, and are generally recognized as revenues within a one-year period.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit and income tax expense or benefit from continuing operations. The requirements of this ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The requirements of ASU 2025-03 are effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within those periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-use Software: Targeted Improvements to the Accounting for Internal-use Software which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 expands the use of the gross up method to certain acquired loans. Purchased season loans will be accounted for using the gross-up approach. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which clarifies the scope of interim reporting requirements and introduces a principles-based framework for disclosure of material events occurring after the most recent annual period. The ASU also consolidates interim disclosure requirements from other Codification topics into ASC 270. The guidance is effective for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our interim reporting disclosures.
NOTE 2: ACQUISITIONS
Founders One Acquisition
On January 2, 2026, we acquired an 87.7 % 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. 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 held 85.1 % ownership interest in SMG as of January 2, 2026. 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 nine months ended June 30, 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 non-controlling interests over the estimated fair value of net identifiable liabilities assumed has been recorded as goodwill.
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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 non-controlling interest in Founders 8,849
Fair value of non-controlling interest in SMG 12,586
Total 87,380
Less: net identifiable liabilities assumed ( 36,055 )
Goodwill $ 123,435
The fair values of the non-controlling 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 to date.
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 $ 43.1 million and income before income tax of $ 5.9 million for the three months ended June 30, 2026, and revenues of $ 94.4 million and income before income tax of $ 14.7 million for the period from January 2, 2026 through June 30, 2026.
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During the nine months ended June 30, 2026, we incurred total acquisition costs of approximately $ 0.6 million related to the Founders acquisition. Cumulative acquisition-related costs incurred through June 30, 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.
Acquisition of Non-controlling Interests
During the third quarter of fiscal 2026, we acquired the remaining 12.3 % membership interest in Founders held by its third-party member, and Founders became a wholly owned subsidiary. Also during the third quarter, we acquired additional shares of SMG's common stock from third-party shareholders, increasing our ownership interest in SMG from 85.1 % to 97.4 % as of June 30, 2026. Because we retained our controlling financial interests, these transactions were accounted for as equity transactions, and the excess of the consideration over the carrying amount of the non-controlling interests acquired was recognized as a reduction of additional paid-in capital. No gain or loss was recognized in our Condensed Consolidated Statements of Operations.
Subsequent to the balance sheet date, in July 2026, we acquired the remaining outstanding 2.6 % of SMG common stock, and SMG became a wholly owned subsidiary. This transaction will be accounted for as an equity transaction in the fourth quarter of fiscal 2026.
Variable Interest Entities
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 100 % 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 97.4 % 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. Founders is a wholly owned subsidiary. Third-party shareholders hold 2.6 % of SMG's outstanding common stock. This non-controlling interest is 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 June 30, 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):
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Assets acquired:
Cash and cash equivalents $ 146
Pawn loans 3,421
Pawn service charges receivable 617
Inventory
3,173
Property and equipment
60
Intangible assets - Trade names 4,100
Right-of-use assets
7,122
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 $ 5.9 million and income before income tax of $ 1.4 million for the period from January 12, 2026 through June 30, 2026, and contributed revenues of $ 3.2 million and income before income tax of $ 0.8 million during the three months ended June 30, 2026.
During the nine months ended June 30, 2026, total acquisition costs were immaterial. 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.
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
June 30, Nine Months Ended
June 30,
(in thousands) 2026 2025 2026 2025
Total revenues $ 418,748 $ 359,458 $ 1,302,105 $ 1,078,819
Consolidated net income $ 38,494 $ 23,084 $ 126,707 $ 68,824
Pro forma net income for the nine months ended June 30, 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 nine months ended June 30, 2025 was adjusted to include these amounts. These pro forma amounts have been calculated after applying the Company's accounting policies.
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NOTE 3: GOODWILL
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 SMG Consolidated
Balance as of September 30, 2025 $ 268,063 $ 56,826 $ — $ 324,889
Acquisitions (a)
22,787 1,909 123,435 148,131
Effect of foreign currency translation changes — 2,416 — 2,416
Balance as of June 30, 2026 $ 290,850 $ 61,151 $ 123,435 $ 475,436
(a) Amount includes goodwill recognized in connection with acquisitions during the nine months ended June 30, 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. Pawn Latin America Pawn Consolidated
Balance as of September 30, 2024 $ 264,428 $ 42,050 $ 306,478
Acquisitions 2,331 11,556 13,887
Effect of foreign currency translation changes — 1,542 1,542
Balance as of June 30, 2025 $ 266,759 $ 55,148 $ 321,907
NOTE 4: EARNINGS PER SHARE
The following table reconciles the number of common shares used to compute basic and diluted earnings per share attributable to EZCORP Inc., shareholders:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2026 2025 2026 2025
Basic earnings per common share:
Consolidated net income $ 38,494 $ 26,503 $ 132,382 $ 82,909
Consolidated net (income) attributable to non-controlling interest ( 295 ) — ( 776 ) —
Consolidated net income attributable to EZCORP - basic 38,199 26,503 131,606 82,909
Weighted shares outstanding - basic 61,535 59,134 61,476 56,308
Basic earnings per common share attributable to EZCORP $ 0.62 $ 0.45 $ 2.14 $ 1.47
Diluted earnings per common share:
Consolidated net income attributable to EZCORP - basic $ 38,199 $ 26,503 $ 131,606 $ 82,909
Add: Convertible Notes interest expense, net of tax (a)
1,882 2,066 5,609 6,909
Consolidated net income attributable to EZCORP - diluted $ 40,081 $ 28,569 $ 137,215 $ 89,818
Weighted shares outstanding - basic 61,535 59,134 61,476 56,308
Equity-based compensation awards - effect of dilution (b)
1,346 1,233 1,418 1,333
Convertible Notes - effect of dilution (c)
20,477 22,551 20,477 25,503
Weighted shares outstanding - diluted 83,358 82,918 83,371 83,144
Diluted earnings per common share attributable to EZCORP $ 0.48 $ 0.34 $ 1.65 $ 1.08
Potential common shares excluded from the calculation of diluted earnings per common share above:
Restricted stock (d)
1,463 1,693 1,462 1,731
(a) The Company’s convertible debt for the three and nine months ended June 30, 2026 consists of the 3.750 % Convertible Senior Notes Due 2029 (the “2029 Convertible Notes”). The three and nine months ended June 30, 2025 also includes the 2.375 % Convertible Senior Notes Due 2025 (the “2025 Convertible Notes”), which were settled in a combination of cash and shares during the three months ended June 30, 2025.
(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) As the 2025 Convertible Notes were settled during the third quarter of fiscal 2025, approximately 2.1 million and 5.0 million of weighted average shares were included for the three and nine months ended June 30, 2025, 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.
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NOTE 5: LEASES
We determine if a contract contains a lease at inception. Our lease portfolio consists primarily of operating leases for pawn store locations and corporate offices with lease terms ranging from five to ten years and finance leases for vehicles with lease terms ranging from two to five years .
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 June 30, 2026 June 30, 2025 September 30, 2025
Lease assets:
Operating lease right-of-use assets Right-of-use assets $ 281,159 $ 236,064 $ 236,462
Financing lease assets Other assets, net 991 1,210 1,075
Total lease assets $ 282,150 $ 237,274 $ 237,537
Lease liabilities:
Current:
Operating lease liabilities Operating lease liabilities, current $ 69,755 $ 60,183 $ 61,228
Financing lease liabilities Accounts payable, accrued expenses and other current liabilities 701 657 643
Total current lease liabilities $ 70,456 $ 60,840 $ 61,871
Non-current:
Operating lease liabilities Operating lease liabilities $ 221,499 $ 184,295 $ 184,736
Financing lease liabilities Other long-term liabilities 407 695 573
Total non-current lease liabilities $ 221,906 $ 184,990 $ 185,309
Total lease liabilities $ 292,362 $ 245,830 $ 247,180
The table below provides major components of our lease costs:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands) 2026 2025 2026 2025
Operating lease cost:
Operating lease cost* $ 24,004 $ 19,742 $ 68,114 $ 57,955
Variable lease cost 6,166 5,770 17,892 14,822
Total operating lease cost $ 30,170 $ 25,512 $ 86,006 $ 72,777
Financing lease cost:
Amortization of financing lease assets $ 179 $ 153 $ 514 $ 435
Interest on financing lease liabilities 36 40 108 125
Total financing lease cost $ 215 $ 193 $ 622 $ 560
Total lease cost $ 30,385 $ 25,705 $ 86,628 $ 73,337
* Includes reductions for sublease rental income for the three and nine-month periods ended June 30, 2026 and 2025 of $ 0.6 million and $ 0.7 million, and $ 2.0 million and $ 2.0 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 for the three and nine-month periods ended June 30, 2026 and 2025, was $ 24.2 million and $ 20.3 million, and $ 68.9 million and $ 60.3 million, respectively.
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The weighted-average term and discount rates for leases are as follows:
Nine Months Ended
June 30,
2026 2025
Weighted-average remaining lease term (years):
Operating leases 5.32 5.00
Financing leases 2.05 2.08
Weighted-average discount rate:
Operating leases 8.23 % 8.77 %
Financing leases 12.31 % 11.14 %
As of June 30, 2026, maturities of lease liabilities under ASC 842 by fiscal year were as follows:
(in thousands) Operating Leases Financing Leases
Remaining 2026 $ 22,432 $ 231
Fiscal 2027 87,999 648
Fiscal 2028 70,813 189
Fiscal 2029 54,441 140
Fiscal 2030 39,927 50
Thereafter 86,318 —
Total lease liabilities $ 361,930 $ 1,258
Less: portion representing imputed interest 70,676 150
Total net lease liabilities $ 291,254 $ 1,108
Less: current portion 69,755 701
Total long-term net lease liabilities
$ 221,499 $ 407
We recorded $ 93.6 million and $ 51.2 million in non-cash additions to our operating right-of-use assets and lease liabilities for the nine months ended June 30, 2026 and 2025, respectively.
NOTE 6: STRATEGIC INVESTMENTS
Cash Converters International Limited
As of June 30, 2026, we owned approximately 43.5 % 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 nine months ended June 30, 2026, we acquired an additional 35,780,747 shares for $ 7.1 million and received 16,052 shares from the dividend reinvestment program, bringing our total shares owned to 309,735,956 shares.
We received cash dividends from Cash Converters of $ 3.9 million and $ 3.6 million during the nine months ended June 30, 2026 and 2025, respectively.
During the three and nine-month periods ended June 30, 2026 and 2025, we recorded our share of income of $ 1.9 million and $ 1.4 million, and $ 4.8 million and $ 4.9 million, respectively, from Cash Converters, included in “Equity in net income of unconsolidated affiliates” in the Condensed Consolidated Statements of Operations.
See Note 7: 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, 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.
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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.
NOTE 7: FAIR VALUE MEASUREMENTS
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
• Level 1 — Quoted market prices in active markets for identical assets or liabilities.
• Level 2 — Other observable market-based inputs or unobservable inputs that are corroborated by market data.
• Level 3 — Unobservable inputs that are not corroborated by market data.
We have elected not to measure at fair value any eligible items for which fair value measurement is optional.
There were no transfers in or out of Level 1, Level 2 or Level 3 for financial assets or liabilities measured at fair value on a recurring basis during the periods presented.
Financial Assets and Liabilities Not Measured at Fair Value
The tables below present our estimates of fair value of financial assets and liabilities that were not measured at fair value:
Carrying Value Estimated Fair Value
June 30, 2026 June 30, 2026 Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Investments in unconsolidated affiliates $ 26,549 $ 65,681 $ 64,083 $ — $ 1,598
Financial liabilities:
2029 Convertible Notes $ 226,021 $ 708,400 $ — $ 708,400 $ —
2032 Senior Notes 293,473 315,000 — 315,000 —
Carrying Value Estimated Fair Value
June 30, 2025 June 30, 2025 Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Promissory note receivable from Founders $ 17,525 $ 17,525 $ — $ — $ 17,525
Investments in unconsolidated affiliates 13,753 50,657 49,807 — 850
Financial liabilities:
2029 Convertible Notes $ 224,982 $ 330,050 $ — $ 330,050 $ —
2032 Senior Notes 292,619 316,406 — 316,406 —
Carrying Value Estimated Fair Value
September 30, 2025 September 30, 2025 Fair Value Measurement Using
(in thousands) Level 1 Level 2 Level 3
Financial assets:
Promissory note receivable from Founders $ 24,369 $ 24,369 $ — $ — $ 24,369
Investments in unconsolidated affiliates 18,123 59,729 58,573 — 1,156
Financial liabilities:
2029 Convertible Notes $ 225,258 $ 422,931 $ — $ 422,931 $ —
2032 Senior Notes 292,818 320,734 — 320,734 —
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Based primarily on the short-term nature of cash and cash equivalents, pawn loans, pawn service charges receivable and other liabilities, we estimate that their carrying value approximates fair value. We consider our cash and cash equivalents to be measured using Level 1 inputs and our pawn loans, pawn service charges receivable and other liabilities to be measured using Level 3 inputs. 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.
We use the equity method of accounting to account for our ownership interest in Cash Converters. The inputs used to generate the fair value of the investment in Cash Converters were considered Level 1 inputs. These inputs consist of (a) the quoted stock price on the Australian Stock Exchange multiplied by (b) the number of shares we owned multiplied by (c) the applicable foreign currency exchange rate as of the end of our reporting period. We included no control premium for owning a large percentage of outstanding shares.
We measured the fair value of the 2029 Convertible Notes and 2032 Senior Notes using quoted price inputs. The notes are not actively traded, and thus the price inputs represent a Level 2 measurement. As the quoted price inputs are highly variable from day to day, the fair value estimates disclosed above could significantly increase or decrease.
NOTE 8: DEBT
The following table presents the Company's debt instruments outstanding:
June 30, 2026 June 30, 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
2032 Senior Notes $ 300,000 $ ( 6,527 ) $ 293,473 $ 300,000 $ ( 7,381 ) $ 292,619 $ 300,000 $ ( 7,182 ) $ 292,818
2029 Convertible Notes 230,000 ( 3,979 ) 226,021 230,000 ( 5,018 ) 224,982 230,000 ( 4,742 ) 225,258
Total $ 530,000 $ ( 10,506 ) $ 519,494 $ 530,000 $ ( 12,399 ) $ 517,601 $ 530,000 $ ( 11,924 ) $ 518,076
The following table presents the Company’s interest expense related to its debt for the three and nine months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Nine Months Ended
June 30,
(in thousands) 2026 2025 2026 2025
2032 Senior Notes:
Contractual interest expense $ 5,531 $ 5,532 $ 16,594 $ 5,716
Amortization of deferred financing costs 223 205 655 212
Total interest expense $ 5,754 $ 5,737 $ 17,249 $ 5,928
2029 Convertible Notes:
Contractual interest expense $ 2,156 $ 2,156 $ 6,469 $ 6,469
Amortization of deferred financing costs 270 260 764 726
Total interest expense $ 2,426 $ 2,416 $ 7,233 $ 7,195
2025 Convertible Notes:
Contractual interest expense $ — $ 204 $ — $ 1,432
Amortization of deferred financing costs — 49 — 301
Total interest expense $ — $ 253 $ — $ 1,733
As of June 30, 2026, 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 June 30, 2026. As a result, the 2029 Convertible Notes are convertible at the option of the holders during the fiscal quarter ending September 30, 2026 .
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NOTE 9: COMMON STOCK AND STOCK COMPENSATION
Common Stock Repurchase Program
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”). For the nine-month period ended June 30, 2026, the Company repurchased and retired 287,627 of our Class A Common Stock for $ 8.0 million, of which 131,789 shares were repurchased and retired for $ 4.0 million during the three months ended June 30, 2026.
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 nine-month period ended June 30, 2025, the Company repurchased and retired 332,599 shares for $ 4.0 million, under the 2022 Common Stock Repurchase Program. There were no shares repurchased under the 2022 Common Stock Repurchase Program for the three months ended June 30, 2025.
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. The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.
Other Common Stock Repurchases
During the three months ended June 30, 2025, the Company repurchased 148,921 shares of its Class A Common Stock for $ 2.0 million. Such transactions were authorized separately from, and not considered a part of the 2022 Common Stock Repurchase Program.
Stock Compensation
We maintain a Board-approved incentive plan to retain the services of our valued officers, directors and employees and to incentivize such persons to make contributions to our company and motivate excellent performance (the “Incentive Plan”). Under the Incentive Plan, we grant awards of restricted stock or restricted stock units to employees and non-employee directors. Awards granted to employees are typically subject to performance and service conditions. Awards granted to non-employee directors are time-based awards subject only to service conditions. Awards granted under the Incentive Plan are measured at the grant date fair value with compensation costs associated with the awards recognized over the requisite service period, usually the vesting period, on a straight-line basis.
The following table presents a summary of stock compensation activity:
Shares Weighted Average
Grant Date Fair Value
Outstanding as of September 30, 2025 2,321,840 $ 8.85
Granted 877,006 15.79
Released ( 1,223,562 ) 9.26
Cancelled ( 24,635 ) 12.06
Outstanding as of June 30, 2026 1,950,649 $ 11.68
NOTE 10: COMMITMENTS AND CONTINGENCIES
Currently, and from time to time, we are involved in various claims, disputes, lawsuits, investigations, and legal and regulatory proceedings. We accrue for contingencies if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For matters where a loss is reasonably possible but not probable, or where a probable loss cannot be reasonably estimated, we disclose the nature of the matter and, where estimable, the possible loss or range of loss. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies requires judgments and is highly subjective about future events, and the amount of resulting loss may differ from these estimates. We do not believe the resolution of any particular matter will have a material adverse effect on our financial condition, results of operations or liquidity.
One of our Latin American subsidiaries is subject to a tax authority position asserting that it should have withheld and submitted tax amounts on certain transactions on behalf of third parties. We believe withholding is not required under applicable law and are contesting the matter. We estimate the range of reasonably possible loss to be between zero and approximately $ 10 million. No amount has been accrued, as we do not believe a loss is probable.
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NOTE 11: SEGMENT INFORMATION
Our operations are primarily managed on a geographical basis and are comprised of three reportable segments. Our chief operating decision maker (“CODM”) is our chief executive officer. The CODM uses key financial information such as revenue growth, pawn service charges, segment gross profit, and segment contribution by comparing to and monitoring against budget and prior year results to evaluate segment performance and allocate resources.
We regularly monitor for changes in facts and circumstances that would necessitate changes in our determination of operating segments. 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 are presented in our consolidated financial statements.
We currently report our segments as follows:
• U.S. 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; and
• 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.
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Three Months Ended June 30, 2026
(in thousands) U.S. Pawn Latin America Pawn SMG Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 118,762 $ 73,776 $ 17,117 $ 209,655 $ — $ 209,655
Jewelry scrap sales 37,231 7,670 11,674 56,575 — 56,575
Pawn service charges 95,209 42,949 14,317 152,475 — 152,475
Other revenues 29 14 — 43 — 43
Total revenues 251,231 124,409 43,108 418,748 — 418,748
Merchandise cost of goods sold 71,530 47,477 11,748 130,755 — 130,755
Jewelry scrap cost of goods sold 27,183 5,701 8,922 41,806 — 41,806
Gross profit 152,518 71,231 22,438 246,187 — 246,187
Segment and corporate expenses (income):
Store expenses 88,034 43,633 16,026 147,693 — 147,693
General and administrative — — — — 33,999 33,999
Depreciation and amortization 2,837 2,891 635 6,363 3,287 9,650
Loss on sale or disposal of assets and other 4 21 — 25 — 25
Interest expense — — — — 8,353 8,353
Interest income — — — — ( 2,786 ) ( 2,786 )
Equity in net income of unconsolidated affiliates — — — — ( 1,895 ) ( 1,895 )
Other (income) expense — ( 123 ) ( 157 ) ( 280 ) ( 581 ) ( 861 )
Segment contribution $ 61,643 $ 24,809 $ 5,934 $ 92,386
Income (loss) before income taxes $ 92,386 $ ( 40,377 ) $ 52,009
Three Months Ended June 30, 2025
(in thousands) U.S. Pawn Latin America Pawn Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 112,249 $ 56,375 $ 168,624 $ — $ 168,624
Jewelry scrap sales 23,750 3,220 26,970 — 26,970
Pawn service charges 83,930 31,409 115,339 — 115,339
Other revenues 31 17 48 — 48
Total revenues 219,960 91,021 310,981 — 310,981
Merchandise cost of goods sold 69,084 39,142 108,226 — 108,226
Jewelry scrap cost of goods sold 16,814 2,302 19,116 — 19,116
Gross profit 134,062 49,577 183,639 — 183,639
Segment and corporate expenses (income):
Store expenses 81,843 31,539 113,382 — 113,382
General and administrative — — — 27,521 27,521
Depreciation and amortization 2,651 2,156 4,807 3,196 8,003
Other operating income — — — ( 1,262 ) ( 1,262 )
Interest expense — — — 8,458 8,458
Interest income (a)
— — — ( 5,440 ) ( 5,440 )
Equity in net income of unconsolidated affiliates (b)
— — — ( 1,200 ) ( 1,200 )
Other (income) expense — ( 12 ) ( 12 ) ( 524 ) ( 536 )
Segment contribution $ 49,568 $ 15,894 $ 65,462
Income (loss) before income taxes $ 65,462 $ ( 30,749 ) $ 34,713
(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 $ 1.4 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
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Nine Months Ended June 30, 2026
(in thousands) U.S. Pawn Latin America Pawn SMG Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 385,688 $ 213,643 $ 34,936 $ 634,267 $ — $ 634,267
Jewelry scrap sales 128,236 18,704 30,784 177,724 — 177,724
Pawn service charges 289,153 117,668 28,699 435,520 — 435,520
Other revenues 90 47 — 137 — 137
Total revenues 803,167 350,062 94,419 1,247,648 — 1,247,648
Merchandise cost of goods sold 236,864 139,773 23,662 400,299 — 400,299
Jewelry scrap cost of goods sold 83,205 12,771 22,182 118,158 — 118,158
Gross profit 483,098 197,518 48,575 729,191 — 729,191
Segment and corporate expenses (income):
Store expenses 264,182 125,762 32,640 422,584 — 422,584
General and administrative — — — — 95,230 95,230
Depreciation and amortization 8,369 8,159 1,309 17,837 10,157 27,994
Loss on sale or disposal of assets and other 91 21 — 112 — 112
Interest expense — — — — 24,873 24,873
Interest income (c)
— — — — ( 10,187 ) ( 10,187 )
Equity in net income of unconsolidated affiliates (d)
— — — — ( 4,884 ) ( 4,884 )
Other (income) expense — ( 489 ) ( 119 ) ( 608 ) ( 2,589 ) ( 3,197 )
Segment contribution $ 210,456 $ 64,065 $ 14,745 $ 289,266
Income (loss) before income taxes $ 289,266 $ ( 112,600 ) $ 176,666
(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.
Nine Months Ended June 30, 2025
(in thousands) U.S. Pawn Latin America Pawn Total Segments Corporate Items Consolidated
Revenues:
Merchandise sales $ 357,964 $ 166,470 $ 524,434 $ — $ 524,434
Jewelry scrap sales 56,146 8,494 64,640 — 64,640
Pawn service charges 259,354 88,908 348,262 — 348,262
Other revenues 82 49 131 — 131
Total revenues 673,546 263,921 937,467 — 937,467
Merchandise cost of goods sold 225,412 116,193 341,605 — 341,605
Jewelry scrap cost of goods sold 42,017 6,350 48,367 — 48,367
Gross profit 406,117 141,378 547,495 — 547,495
Segment and corporate expenses (income):
Store expenses 245,042 90,343 335,385 — 335,385
General and administrative — — — 76,805 76,805
Depreciation and amortization 8,050 6,191 14,241 10,117 24,358
Loss on sale or disposal of assets and other 17 8 25 — 25
Other operating income — — — ( 1,262 ) ( 1,262 )
Interest expense — — — 14,886 14,886
Interest income (e)
— — — ( 9,408 ) ( 9,408 )
Equity in net income of unconsolidated affiliates (f)
— — — ( 4,180 ) ( 4,180 )
Other (income) expense ( 7 ) ( 220 ) ( 227 ) 604 377
Segment contribution $ 153,015 $ 45,056 $ 198,071
Income (loss) before income taxes $ 198,071 $ ( 87,562 ) $ 110,509
(e) Interest income includes $ 1.8 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 $ 4.9 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
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The following table presents separately identified segment assets:
(in thousands) Pawn Loans Inventory Total
Assets as of June 30, 2026
U.S. Pawn $ 254,525 $ 212,181 $ 466,706
Latin America Pawn 98,900 75,267 174,167
SMG 33,770 28,899 62,669
Total segment assets $ 703,542
Total other assets 1,462,691
Total consolidated assets $ 2,166,233
Assets as of June 30, 2025
U.S. Pawn $ 221,059 $ 166,374 $ 387,433
Latin America Pawn 70,575 59,115 129,690
Total segment assets $ 517,123
Total other assets 1,365,945
Total consolidated assets $ 1,883,068
Assets as of September 30, 2025
U.S. Pawn $ 233,774 $ 185,640 $ 419,414
Latin America Pawn 73,722 62,817 136,539
Total segment assets $ 555,953
Total other assets 1,395,256
Total consolidated assets $ 1,951,209
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NOTE 12: SUPPLEMENTAL CONSOLIDATED FINANCIAL INFORMATION
The following table provides supplemental information on net amounts included in our condensed consolidated balance sheets:
(in thousands) June 30, 2026 June 30, 2025 September 30, 2025
Gross pawn service charges receivable $ 74,746 $ 59,297 $ 63,348
Allowance for uncollectible pawn service charges receivable ( 17,296 ) ( 13,887 ) ( 14,615 )
Pawn service charges receivable, net $ 57,450 $ 45,410 $ 48,733
Gross inventory $ 319,826 $ 228,769 $ 252,049
Inventory reserves ( 3,479 ) ( 3,280 ) ( 3,592 )
Inventory, net $ 316,347 $ 225,489 $ 248,457
Prepaid expenses and other $ 11,321 $ 2,827 $ 9,429
Accounts receivable and other 19,867 17,972 15,106
Notes receivable — 18,011 24,369
Income taxes prepaid and receivable 11,583 4,607 2,317
Prepaid expenses and other current assets $ 42,771 $ 43,417 $ 51,221
Property and equipment, gross $ 349,238 $ 296,294 $ 310,278
Accumulated depreciation ( 260,231 ) ( 228,855 ) ( 234,947 )
Property and equipment, net $ 89,007 $ 67,439 $ 75,331
Accounts payable $ 26,446 $ 22,305 $ 22,923
Accrued payroll 24,901 13,465 19,063
Incentive accrual 22,836 15,180 20,068
Accrued interest payable 5,891 6,075 13,763
Other payroll related expenses 7,424 5,385 5,704
Accrued sales and VAT taxes 5,770 2,843 4,377
Accrued income taxes payable 9,051 6,610 5,515
Other current liabilities 17,489 6,893 14,030
Accounts payable, accrued expenses and other current liabilities $ 119,808 $ 78,756 $ 105,443
The following table provides supplemental disclosure of condensed consolidated statements of cash flows information:
Nine Months Ended
June 30,
(in thousands) 2026 2025
Supplemental disclosure of cash flow information
Cash and cash equivalents at beginning of period $ 469,524 $ 170,513
Short-term restricted cash at beginning of period 525 9,294
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
Cash and cash equivalents at end of period $ 311,026 $ 472,088
Short-term restricted cash at end of period 1,752 9,609
Long-term restricted cash at end of period 13,920 5,380
Total cash and cash equivalents and restricted cash at end of period $ 326,698 $ 487,077
Non-cash investing and financing activities:
Pawn loans forfeited and transferred to inventory $ 379,758 $ 311,702
Settlement of 2025 Convertible Notes in shares of common stock $ — $ 96,902
Accrued acquisition consideration $ 2,153 $ 6,757
Conversion of promissory note to equity $ 15,000 $ —
Accrued consideration for non-controlling interest purchase $ 5,262 $ —
Fair value of preferred equity investment converted to equity in Founders $ 46,600 $ —
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.