What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-03 compared with 2024-02-05 · 179 added, 197 removed, 1181 unchanged (24% of the section changed)

21 unchanged sentences

Opinion on the Internal Control Over Financial Reporting

We have audited FirstCash Holdings, Inc.

(the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have audited FirstCash Holdings, Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

21 unchanged sentences

Other Information

Rule 10b5-1 Trading Plans and Other Non-Rule 10b5-1 Trading Plans

None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S-K, during the three months ended December 31, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by Item 10 to this Annual Report on Form 10-K with respect to the directors, executive officers and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the information provided under the headings “Election of Directors,” “Executive Officers,” “Corporate Governance, Board Matters and Director Compensation” and “Delinquent Section 16(a) Reports,” contained in the Company’s Proxy Statement, to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”).

The information required by Item 10 to this Annual Report on Form 10-K with respect to the directors, executive officers and compliance with Section 16(a) of the Exchange Act is incorporated herein by reference from the information provided under the headings “Election of Directors,” “Executive Officers,” and “Corporate Governance, Board Matters and Director Compensation” contained in the Company’s Proxy Statement, to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”).

The Company has adopted a Code of Ethics that applies to all of its directors, officers, and employees.

2 unchanged sentences

Copies of the Company’s Code of Ethics are also available, free of charge, by submitting a written request to FirstCash Holdings, Inc., Investor Relations, 1600 West 7th Street, Fort Worth, Texas 76102.

The Company has adopted an Insider Trading Policy (“Insider Trading Policy”) that governs the purchase, sale, and other dispositions of Company securities by its directors, officers, and employees.

The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards.

The Insider Trading Policy states, among other things, that the Company’s directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

26 unchanged sentences

4.1 Common Stock Specimen S-1 33-48436 4.2a 06/05/1992

4.2 Indenture, dated as of May 30, 2017, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto)

8-K 001-10960 4.1 05/31/2017

Indenture, dated as of August 26, 2020, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto).

5 unchanged sentences

8-K 001-10960 4.1 12/13/2021

Indenture, dated as of February 21, 2024, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto).

8-K 001-10960 4.1 02/21/2024

Description of Securities

28 unchanged sentences

8-K 001-10960 10.1 12/19/2019

10.12 Employment Agreement, dated January 28, 2020, between Daniel R.

Feehan and FirstCash, Inc.

10-K 001-10960 10.16 02/03/2020

Fourth Amendment to Amended and Restated Credit Agreement, dated November 9, 2020, between FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association

14 unchanged sentences

10-K 001-10960 10.18 02/28/2022

Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

Employment Agreement, dated February 25, 2022, between R.

1 unchanged sentence

10-K 001-10960 10.19 02/28/2022

Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

Employment Agreement, dated February 25, 2022, between Howard F.

5 unchanged sentences

10-Q 001-10960 10.1 10/30/2023

Employment Agreement, dated April 2, 2024, between Daniel R.

Feehan and FirstCash Holdings, Inc.

10-Q 001-10960 10.1 04/29/2024

Eighth Amendment to Amended and Restated Credit Agreement, dated August 8, 2024, between FirstCash Holdings, Inc., FirstCash, Inc., certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent *

8-K 001-10960 10.1 08/09/2024

I nsider T rading Policy , dated April 26, 2023 *

21.1 Subsidiaries

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Douglas Orr, Chief Financial Officer

97.1 F irstCash Holdings, Inc.

97.1 FirstCash Holdings, Inc.

Compensation Recoupment Policy (effective October 25, 2023) *

10-K 001-10960 97.1

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.SCH Inline XBRL Taxonomy Extension Schema Document X

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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

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Director February 3, 2025

/s/ DOUGLAS R.

Director February 5, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

22 unchanged sentences

As described in Notes 2 and 7 to the consolidated financial statements, the Company established an allowance for loan losses on its finance receivables of $117.0 million as of December 31, 2024, which was estimated using the Company’s expected lifetime loss model.

Loan losses on finance receivables were estimated and recognized upon purchase of the receivable, based on expected loan losses for the full contractual life of the receivable.

The Company’s expected lifetime loss model segmented the finance receivable population into monthly pools of receivable origination vintages by loan product and estimated the allowance for loan losses by applying modeled loss rates derived from historical cumulative loss experience.

The Company then adjusted historical cumulative loss experience for observable and forecasted economic conditions and qualitative factors to address recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices.

The determination of the allowance for loan losses on finance receivables was subjective and required management to make significant judgements related to the selection and application of modeled loss rates and adjustments to address recent and forecasted business trends.

Specifically, incorporating observable and forecasted economic conditions could have a material impact on the measurement of the allowance for loan losses to the extent that forecasted economic conditions change significantly.

We identified the allowance for loan losses on finance receivable portfolios as a critical audit matter as auditing

the judgements surrounding the selection of modeled loss rates and adjustments to address recent and forecasted business trends was complex and required a high degree of auditor judgement and subjectivity.

Loan losses on finance receivables were estimated and recognized upon purchase of the receivable, based on expected loan losses for the full contractual life of the finance receivable.

The Company then adjusted the historical loss information for observable and forecasted economic conditions and qualitative factors to address recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices.

The determination of the allowance for loan losses on finance receivables was subjective and required management to make significant judgements related to the selection and application of modeled loss rates, the incorporation of observable and forecasted economic conditions, and adjustments to address recent and forecasted business trends.

We identified the allowance for loan losses on finance receivable portfolios as a critical audit matter as auditing the judgements surrounding the selection of modeled loss rates, incorporation of observable and forecasted economic conditions, and adjustments to address recent and forecasted business trends, was complex and required a high degree of auditor judgement and subjectivity.

Our audit procedures related to the Company’s allowance for loan losses on finance receivables, specifically the selection and application of modeled loss rates and adjustments to address recent and forecasted business trends, included the following, among others:

• We obtained an understanding of the relevant controls related to the allowance for loan losses, including the application of modeled loss rates, forecasted economic conditions and qualitative factors and tested such controls for design and operating effectiveness, including controls related to management’s review of the qualitative factors and application of modeled loss rates and approval of the allowance for loan losses calculation.

• We obtained an understanding of the relevant controls related to the allowance for loan losses, including the application of modeled loss rates, observable and forecasted economic conditions and qualitative factors and tested such controls for design and operating effectiveness, including controls related to management’s review of the observable and forecasted economic conditions, qualitative factors and application of modeled loss rates and approval of the allowance for loan losses calculation.

• We tested the completeness and accuracy of data inputs into the expected lifetime loss model, including historical monthly origination balances and loss rates, by tracing to internal source documents.

• We evaluated key assumptions and judgements surrounding the selection of modeled loss rates and adjustments to address recent and forecasted business trends, including delinquency rates, for reasonableness by comparing to internal and external source data.

Allowance for lease losses—leased merchandise

As described in Notes 2 and 8 to the consolidated financial statements, the Company established an allowance for lease losses on its portfolio of leased merchandise of $80.3 million as of December 31, 2024, representing estimated losses expected on its lease agreements.

The Company estimated this allowance based on historical losses and expected losses that gave consideration to recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices.

The determination of the allowance for lease losses on leased merchandise was subjective and required management to make significant judgements related to the selection and application of historical losses and adjustments for expected losses.

We identified the allowance for lease losses on leased merchandise as a critical audit matter as auditing the judgements surrounding the selection and application of historical losses and adjustments for expected losses was complex and required a high degree of auditor judgement and subjectivity.

Our audit procedures related to the Company’s allowance for lease losses on leased merchandise, specifically the selection and application of historical losses and adjustments for expected losses, included the following, among others:

• We obtained an understanding of the relevant controls related to the allowance for lease losses, including the adjustments for expected losses and application of historical losses, and tested such controls for design and operating effectiveness, including controls related to management’s review of the adjustments for expected losses and application of historical losses and approval of the allowance for lease losses calculation.

• We tested the completeness and accuracy of data inputs into the allowance for lease losses model, including historical loss rates, by tracing to internal source documents.

• We evaluated key assumptions and judgements surrounding the selection of historical losses and adjustments for expected losses for reasonableness by comparing to internal and external source data.

The Company estimated this allowance based on historical loss experience and gave consideration to recent and forecasted business trends including, but not limited to, loss trends, delinquency levels, economic conditions, underwriting and collection practices.

We identified the allowance for lease losses on leased merchandise as a critical audit matter as auditing the judgements surrounding the selection and application of historical loss experience and adjustments for recent and forecasted business trends was complex and required a high degree of auditor judgement and subjectivity.

Our audit procedures related to the Company’s allowance for lease losses on leased merchandise, specifically the selection and application of historical loss experience and adjustments for recent and forecasted business trends, included the following, among others:

• We obtained an understanding of the relevant controls related to the allowance for lease losses, including the adjustments for recent and forecasted business trends and application of historical loss experience, and tested such controls for design and operating effectiveness, including controls related to management’s review of the adjustments for recent and forecasted business trends and application of historical loss experience and approval of the allowance for lease losses calculation.

• We tested the completeness and accuracy of data inputs into the allowance for lease losses model, including historical loss experience, by tracing to internal source documents.

• We evaluated key assumptions and judgements surrounding the selection of historical loss experience and adjustments for recent and forecasted business trends for reasonableness by comparing to internal source data.

/s/ RSM US LLP

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Interest income ( 1,935 ) ( 1,469 ) ( 1,313 )

(Gain) loss on foreign exchange

Loss (gain) on foreign exchange

2,641 ( 1,529 ) ( 585 )

33 unchanged sentences

— — ( 17,583 ) — — ( 140 ) 10,576 ( 7,007 )

Shares issued upon acquisition of pawn stores 225 2 29,320 — — — — 29,322

Share-based compensation expense — — 14,786 — — — — 14,786

17 unchanged sentences

As of 12/31/2022 57,322 $ 573 $ 1,734,528 $ 1,060,603 $ ( 106,573 ) 11,030 $ ( 809,365 ) $ 1,879,766

Shares issued under share-based compensation plan

Shares issued under share-based compensation plan, net of 28 shares net-settled

— — ( 7,156 ) — — ( 64 ) 4,693 ( 2,463 )

4 unchanged sentences

Currency translation adjustment — — — — 63,536 — — 63,536

Purchases of treasury stock — — — — — 2,204 ( 157,864 ) ( 157,864 )

Purchases of treasury stock, including excise tax

— — — — — 1,248 ( 115,521 ) ( 115,521 )

As of 12/31/2023 57,322 $ 573 $ 1,741,046 $ 1,218,029 $ ( 43,037 ) 12,214 $ ( 920,193 ) $ 1,996,418

10 unchanged sentences

As of 12/31/2021 57,322 $ 573 $ 1,724,956 $ 866,679 $ ( 131,299 ) 8,843 $ ( 652,782 ) $ 1,808,127

Shares issued under share-based compensation plan, net of 28 shares net-settled

— — ( 7,090 ) — — ( 73 ) 5,427 ( 1,663 )

Exercise of stock options

Shares issued under share-based compensation plan

— — ( 1,281 ) — — ( 17 ) 1,281 —

Shares issued upon acquisition of American First Finance 8,046 80 505,466 — — — — 505,546

Share-based compensation expense — — 10,853 — — — — 10,853

41 unchanged sentences

Portion of AFF acquisition paid in cash, net of cash acquired

— — ( 25,000 )

Acquisitions of pawn stores, net of cash acquired ( 75,963 ) ( 181,312 ) ( 71,785 )

7 unchanged sentences

Purchases of treasury stock ( 85,000 ) ( 114,378 ) ( 157,864 )

Proceeds from exercise of stock options — — 380

Payment of withholding taxes on net share settlements of restricted stock unit awards

1 unchanged sentence

Dividends paid ( 65,761 ) ( 61,875 ) ( 59,571 )

Net cash flow provided by (used in) financing activities

Net cash flow (used in) provided by financing activities

( 38,193 ) 51,313 ( 139,273 )

14 unchanged sentences

Non-cash transactions in connection with pawn loans settled through forfeitures of collateral transferred to inventories $ 599,978 $ 529,429 $ 502,964

Issuance of common stock associated with the AFF Acquisition — — 505,546

Issuance of common stock associated with an acquisition of certain pawn stores

(1) Includes the funding of new pawn loans net of cash repayments and recovery of principal through the sale of inventories acquired from forfeiture of pawn collateral.

6 unchanged sentences

(together with its wholly-owned subsidiaries, the “Company”) is incorporated in the state of Delaware.

On December 17, 2021, the Company completed the acquisition of AFF, which is a leading technology-driven retail POS payment solutions platform primarily focused on providing LTO products.

The accompanying audited consolidated results of operations for the year ended December 31, 2023 and 2022 include the results of operations for AFF for the full respective period, while the comparable 2021 period includes the results of operations for AFF for the period December 17, 2021 to December 31, 2021, affecting the comparability of 2023 and 2022 amounts to 2021 amounts.

The Company operates two business lines:

1 unchanged sentence

pawn segment consists of pawn operations in 29 U.S.

states and the District of Columbia, while the Latin America pawn segment consists of pawn operations in Mexico, Guatemala, Colombia and El Salvador.

The retail POS payment solutions segment consists of the operations of AFF in all 50 states in the U.S., the District of Columbia and Puerto Rico.

states and the District of Columbia, while the Latin America pawn segment consists of pawn operations in Mexico, Guatemala, El Salvador and Colombia.

The retail POS payment solutions segment consists of the operations of AFF in the U.S.

and Puerto Rico.

The Company’s primary line of business is the operation of retail pawn stores, also known as “pawnshops,” which focus on serving cash- and credit-constrained consumers.

2 unchanged sentences

Pawn stores also generate retail sales primarily from the merchandise acquired through collateral forfeitures and over-the-counter purchases from customers.

The Company’s retail POS payment solutions business line consists solely of the operations of AFF, which focuses on LTO products and facilitating other retail financing payment options across a large network of traditional and e-commerce merchant partners.

The Company’s retail POS payment solutions business line consists solely of the operations of AFF, which it acquired in 2021.

AFF focuses on LTO products and facilitating other retail financing payment options across a large network of traditional and e-commerce merchant partners.

AFF’s retail partners provide consumer goods and services to their customers and use AFF’s LTO and retail finance solutions to facilitate payments on such transactions.

Continuing Impact of COVID-19

The COVID-19 pandemic and government responses thereto had an initial adverse and material impact on pawn loan demand in 2020, which negatively impacted pawn receivables, inventories and revenues.

This initial adverse impact in pawn loan demand was offset in large part by a positive impact in merchandise sales, especially among stay-at-home products, which were enhanced by federal stimulus payments directly to consumers.

Throughout 2021 and 2022, as the contributory impacts of the pandemic normalized, pawn loan demand steadily recovered and pawn receivables, inventories and revenues are now ahead of pre-pandemic levels.

Inflationary pressures on the Company’s customer base helped drive further demand for consumer credit, which contributed to the recovery in pawn loan demand.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

7 unchanged sentences

Pawn loans and revenue recognition — Pawn loans are secured by the customer’s pledge of tangible personal property, which the Company holds during the term of the loan.

If a pawn loan defaults, the Company relies on the sale of the pawned property to recover the principal amount of an unpaid pawn loan, plus a yield on the investment, as the Company’s pawn loans are non-

recourse against the customer.

The Company accrues pawn loan fee revenue on a constant-yield basis over the life of the pawn loan for all pawns for which the Company deems collection to be probable based on historical pawn redemption statistics, which is included in accounts receivable, net in the accompanying consolidated balance sheets.

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Interest income is recognized using the interest method over the life of the finance receivable for all loans for which the Company deems collection to be probable based on historical loan redemption statistics and stops accruing interest upon charge-off.

Accrued interest, net of an allowance for uncollectible interest income, is included in accounts receivable, net in the accompanying consolidated balance sheets and as of December 31, 2023 and 2022 was $ 12.8 million and $ 9.8 million, respectively.

respectively.

Charges for late fees and insufficient fund fees are recognized as income when collected.

17 unchanged sentences

Prior to translation, U.S.-dollar-denominated transactions of the foreign subsidiaries are remeasured into their functional currency using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities.

Gains and losses from remeasurement of dollar-denominated monetary assets and liabilities in Mexico, Guatemala and Colombia are included in (gain) loss on foreign exchange in the consolidated statements of income.

Deferred taxes are not

currently recorded on cumulative foreign currency translation adjustments as the Company indefinitely reinvests earnings of its foreign subsidiaries.

Gains and losses from remeasurement of dollar-denominated monetary assets and liabilities in Mexico, Guatemala and Colombia are included in loss (gain) on foreign exchange in the consolidated statements of income.

Deferred taxes are not currently recorded on cumulative foreign currency translation adjustments as the Company indefinitely reinvests earnings of its foreign subsidiaries.

The Company also has pawn operations in El Salvador where the reporting and functional currency is the U.S.

2 unchanged sentences

The average value of the Guatemalan quetzal to the U.S.

dollar exchange rate for 2023 was 7.8 to 1 compared to 7.7 to 1 in 2022 and 2021.

dollar exchange rate for 2024 was 7.8 to 1 compared to 7.8 to 1 in 2023 and 7.7 to 1 in 2022.

The average value of the Colombian peso to the U.S.

15 unchanged sentences

pawn, Latin America pawn and retail POS payment solutions.

The Company assesses goodwill for impairment at a reporting unit level by first assessing a range of qualitative factors, including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and overall financial performance.

The Company may assess goodwill for impairment at a reporting unit level by first assessing a range of qualitative factors, including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and overall financial performance.

If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to the quantitative impairment testing methodology, or at the Company’s option, it may proceed directly to the quantitative impairment testing methodology for a reporting unit.

The Company’s other material indefinite-lived intangible assets consist of certain trade names and pawn licenses.

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Long-lived assets — Property and equipment, intangible assets subject to amortization and non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be recoverable.

An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset.

An impairment loss is recognized if the sum of the expected future cash flows (undiscounted and before interest and income taxes) from the use of the asset is less than the net book value of the asset.

Generally, the amount of the impairment loss is measured as the difference between the net book value of the asset and the estimated fair value of the related asset.

The Company did not record any impairment loss for the years ended December 31, 2023 and 2022.

The Company did not record any material impairment loss for the years ended December 31, 2024 and 2023.

Fair value of financial instruments — The fair value of financial instruments is determined by reference to various market data and other valuation techniques, as appropriate.

28 unchanged sentences

Significant estimates include the accrual for earned but uncollected pawn fees, allowances for lease and loan losses and related lease and loan loss provisions, valuation of acquired assets, assumed liabilities and contingent consideration of acquisitions, evaluation of goodwill and other intangible assets for impairment and current and deferred tax assets and liabilities.

Recent accounting pronouncements — In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No 2022-02, “Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”).

ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty.

In addition, the amendments require disclosure of current period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.

ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Except for expanded disclosures to its vintage disclosures, ASU 2022-02 did not have a material effect on the Company’s current financial position, results of operations or financial statements.

In October 2023, the FASB issued ASU No 2023-06, “ Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”).

Recent accounting pronouncements — In October 2023, the FASB issued ASU No 2023-06, “ Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”).

ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations.

The amendments in ASU 2023-06 will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K.

Any amendments the SEC does not remove by June 30, 2027 will not be effective.

Any amendments the SEC does not remove by June 30, 2027 will not be

As the Company is currently subject to these SEC requirements, ASU 2023-06 is not expected to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

2 unchanged sentences

ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not expect ASU 2023-07 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

The adoption of ASU 2023-07 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740):

6 unchanged sentences

The Company does not expect ASU 2023-09 to have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”).

ASU 2024-02 removes references to various Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

ASU 2024-02 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

ASU 2024-02 can be applied prospectively or retrospectively.

The Company adopted ASU 2024-02 effective January 1, 2024 on a prospective basis.

The adoption of ASU 2024-02 did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures.

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”).

ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 may be applied either prospectively with the option for retrospective application for all prior periods presented.

The Company is currently evaluating the impact of adopting this guidance on the Company's current financial position, results of operations or financial statement disclosures.

NOTE 3 - ACQUISITIONS

1 unchanged sentence

Consistent with the Company’s strategy to continue its expansion of pawn stores in selected markets, during 2024, the Company acquired 28 pawn stores in the U.S.

in eight separate transactions and acquired two pawn licenses that were used to open two new pawn stores in the state of Nevada.

in five separate transactions, 10 pawn stores in Mexico in a separate transaction and acquired one pawn license that was used to open one new pawn store in the state of Nevada.

The aggregate purchase price for these acquisitions totaled $ 107.6 million, net of cash acquired and subject to future post-closing adjustments.

The aggregate purchase price was composed of $ 178.0 million in cash paid during 2023, which included the repayment and extinguishment of $ 59.7 million of debt of the acquired businesses at closing and remaining short-term amounts payable to certain of the sellers of $ 0.6 million.

The aggregate purchase price was composed of $ 75.0 million in cash paid during 2024, $ 29.3 million in stock consideration and remaining short-term amounts payable to certain of the sellers of $ 3.3 million.

During 2024, the Company also paid $ 1.0 million of purchase price amounts payable related to prior-year pawn acquisitions.

13 unchanged sentences

Intangible assets 1,280

Other non-current assets 280

Current liabilities ( 2,674 )

1 unchanged sentence

Aggregate purchase price $ 107,632

(1) Substantially all of the goodwill is expected to be deductible for U.S.

income tax purposes.

(1) Goodwill associated with the U.S.

pawn segment and the Latin America pawn segment was $ 82.4 million and $ 2.5 million, respectively.

Substantially all of the goodwill is expected to be deductible for respective U.S.

and Mexico income tax purposes.

The results of operations for the 2024 Pawn Acquisitions have been consolidated since the respective acquisition dates.

5 unchanged sentences

During 2023, the Company acquired 91 pawn stores in the U.S.

in six separate transactions and one store in Guatemala in a separate transaction.

in eight separate transactions and acquired two pawn licenses that were used to open two new pawn stores in the state of Nevada.

The aggregate purchase price for these acquisitions totaled $ 178.6 million, net of cash acquired.

The aggregate purchase price was composed of $ 69.6 million in cash paid at closing and remaining short-term amounts payable to certain of the sellers of approximately $ 3.4 million.

The aggregate purchase price was composed of $ 178.0 million in cash paid at closing, which included the repayment and extinguishment of $ 59.7 million of debt of the acquired businesses at closing and remaining short-term amounts payable to certain of the sellers of approximately $ 0.6 million.

NOTE 4 - OPERATING LEASES

1 unchanged sentence

All of the Company’s lease agreements are considered operating leases.

The Company leases the majority of its pawnshop locations and certain administrative offices under operating leases and determines if an arrangement is or contains a lease at inception.

The Company leases approximately 67 % of its U.S.

pawnshop locations, the majority of its Latin America pawnshop locations and certain administrative offices under operating leases and determines if an arrangement is or contains a lease at inception.

Many leases include both lease and non-lease components for which the Company accounts separately.

13 unchanged sentences

The remeasurement results in the recognition of foreign currency exchange gains or losses each reporting period, which can produce a certain level of earnings volatility.

The Company recognized a foreign currency gain of $ 2.5 million, gain of $ 1.3 million and loss of $ 0.6 million during the years ended December 31, 2023, 2022 and 2021, respectively, related to the remeasurement of these U.S.-dollar-denominated operating leases, which is included in (gain) loss on foreign exchange in the accompanying consolidated statements of income.

The Company recognized a foreign currency loss of $ 3.8 million, gain of $ 2.5 million and gain of $ 1.3 million during the years ended December 31, 2024, 2023 and 2022, respectively, related to the remeasurement of these U.S.-dollar-denominated operating leases, which is included in loss (gain) on foreign exchange in the accompanying consolidated statements of income.

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

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During 2023, the Company repurchased 1,248,000 shares of common stock at an aggregate cost of $ 114.4 million and an average cost per share of $ 91.58 .

All repurchases during 2023 were conducted under the Company’s $ 100.0 million share repurchase program authorized in April 2022 and the $ 100.0 million share repurchase program authorized in October 2022 and such repurchases completed the authorizations under these programs.

In July 2023, the Company’s Board of Directors authorized a new common stock repurchase program for up to $ 200.0 million of the Company’s outstanding common stock, of which the entire $ 200.0 million is currently remaining.

The Company intends to continue repurchases under its active share repurchase program, including through open market transactions under trading plans in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act of 1934, as amended, subject to a variety of factors, including, but not limited to, the level of cash balances, liquidity needs, credit availability, debt covenant restrictions, general business and economic conditions, regulatory requirements, the market price of the Company’s stock, the Company’s dividend policy and the availability of alternative investment opportunities.

The 2024 shares were repurchased by the Company in a privately negotiated transaction with AFF Services, Inc.

AFF Services, Inc.

is partially owned and 100 % controlled by the Douglas R.

Rippel Revocable Trust (the "Trust").

Rippel, a member of the Company’s board of directors at the time of the transaction, is a co-trustee of the Trust and an indirect beneficial owner of the shares held by AFF Services, Inc.

The $ 117.90 per share purchase price represented a discount to the average closing sale price of the Company's common stock for the three, five and ten days ended May 22, 2024.

In July 2023, the Company’s Board of Directors authorized a common stock repurchase program for up to $ 200.0 million of the Company’s outstanding common stock, of which $ 115.0 million is currently remaining.

The Company intends to continue repurchases under its active share repurchase program, including through open market transactions under trading plans in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act subject to a variety of factors, including, but not limited to, the level of cash balances, liquidity needs, credit availability, debt covenant restrictions, general business and economic conditions, regulatory requirements, the market price of the Company’s stock, the Company’s dividend policy and the availability of alternative investment opportunities.

Total cash dividends paid in 2024 and 2023 were $ 65.8 million and $ 61.9 million, respectively.

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Recurring Fair Value Measurements

T he Company did not have any financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023.

The Company’s financial assets and liabilities as of December 31, 2022 that are measured at fair value on a recurring basis are as follows (in thousands):

Estimated Fair Value

Fair Value Measurements Using

Level 1 Level 2 Level 3

Financial liabilities:

Contingent consideration as of December 31, 2022 (1)

(1) Under the AFF purchase agreement, the seller parties had the right to receive up to $ 50.0 million of additional consideration if AFF achieved certain adjusted EBITDA targets for the first half of 2023.

AFF did not achieve the threshold adjusted EBITDA target for the first half of 2023 and, therefore, the $ 50.0 million of additional consideration was not earned by the seller parties.

As of June 30, 2023, there was no remaining contingent consideration available to the seller parties.

The Company estimated the preliminary fair value of the AFF Acquisition contingent consideration to be $ 127.4 million, as of the AFF Acquisition date.

The Company revalued the contingent consideration to fair value at the end of each reporting period.

The estimate of the fair value of contingent consideration is determined by applying a Monte Carlo simulation, which includes inputs not observable in the market, such as the risk-free rate, risk-adjusted discount rate, the volatility of the underlying financial metrics and projected financial forecast of AFF over the earn-out period, and therefore represents a Level 3 measurement.

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration.

The changes in financial assets and liabilities that are measured and recorded at fair value on a recurring basis using Level 3 fair value measurements for the year ended December 31, 2023 and 2022 is as follows (in thousands):

Year Ended December 31,

Contingent consideration at beginning of period

$ — $ 109,549

Change in fair value (1)

— ( 109,549 )

Contingent consideration at end of period

(1) The Company recognized a gain of $ 109.5 million during the year ended December 31, 2022 as a result of the change in fair value of the contingent consideration, which is included in gain on revaluation of contingent acquisition consideration in the accompanying consolidated statements of income.

There were no transfers in or out of Level 1, 2 or 3 during the years ended December 31, 2023, 2022 and 2021.

T he Company did not have any financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023.

Fair Value Measurements on a Non-Recurring Basis

The Company measures non-financial assets and liabilities, such as property and equipment and intangible assets, at fair value on a non-recurring basis, or when events or circumstances indicate that the carrying amount of the assets may be impaired.

There were no such events or conditions identified during 2024 and 2023.

Financial Assets and Liabilities Not Measured at Fair Value, But for Which Fair Value is Disclosed

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(1) The Company charges off finance receivables when a receivable is 90 days or more contractually past due.

The following table details the gross charge-offs of finance receivables for the year ended December 31, 2023, by origination year (in thousands):

The following table details the gross charge-offs of finance receivables for the year ended December 31, 2024 and 2023, by origination year (in thousands):

Origination Year

3 unchanged sentences

$ 52,874 $ 71,483 $ 6,455 $ — $ 130,812

Gross charge-offs during 2023

$ — $ 51,597 $ 58,571 $ 7,793 $ 117,961

NOTE 8 - LEASED MERCHANDISE, NET

31 unchanged sentences

Accrued compensation $ 52,094 $ 46,257

Accrued interest payable 34,855 24,443

Sales, property and payroll taxes payable

1 unchanged sentence

Trade accounts payable 31,136 26,502

Accrued interest payable 24,443 24,276

Legal and professional fees payable

Benefits liabilities and withholding payable 3,373 2,383

Acquisition purchase price amounts payable to sellers 3,390 2,130

Benefits liabilities and withholding payable 1,931 3,373

Legal and professional fees payable

Income taxes payable 746 635

14 unchanged sentences

544,130 543,148

6.875 % senior unsecured notes due 2032 (4)

Total senior unsecured notes 1,531,346 1,037,647

3 unchanged sentences

(3) As of December 31, 2024 and 2023, deferred debt issuance costs of $ 5.9 million and $ 6.9 million, respectively, are included as a direct deduction from the carrying amount of the senior unsecured notes due 2030 in the accompanying consolidated balance sheets.

(4) As of December 31, 2024, deferred debt issuance costs of $ 8.4 million are included as a direct deduction from the carrying amount of the senior unsecured notes due 2032 in the accompanying consolidated balance sheets.

As of December 31, 2024, annual maturities of the outstanding long-term debt for each of the five years after December 31, 2024 are as follows (in thousands):

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Revolving Unsecured Credit Facility

During the period from January 1, 2023 through October 18, 2023, the Company maintained an unsecured line of credit with a group of U.S.-based commercial lenders (the “Credit Facility”) in the amount of $ 590.0 million.

The Credit Facility matures on August 30, 2027.

On October 18, 2023, the Company amended its domestic Credit Facility.

The total lender commitment under the amended facility, which is provided by a group of twelve commercial banks, was increased by $ 50.0 million, from $ 590.0 million to $ 640.0 million.

The amended credit facility remains unsecured and all other terms remained unchanged.

During the period from January 1, 2024 through August 8, 2024, the Company maintained an unsecured line of credit with a group of U.S.-based commercial lenders (the “Credit Facility”) in the amount of $ 640.0 million, which was scheduled to mature on August 30, 2027.

The Credit Facility charged interest, at the Company’s option, of either (1) the prevailing SOFR (with interest periods of 1, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5 % and a fixed SOFR adjustment of 0.1 % or (2) the prevailing prime or base rate plus a fixed spread of 1.5 %.

On August 8, 2024, the Credit Facility was amended (the “2024 Amendment”) in order to increase the total lender commitment, extend the term of the Credit Facility, amend certain financial covenants and modify the benchmark interest rate.

Under the 2024 Amendment, the total lender commitment was increased from $ 640.0 million to $ 700.0 million and the term of the Credit Facility was extended to August 8, 2029.

In addition, the permitted consolidated leverage ratio was increased to 3.25 times adjusted EBITDA for the full term of the agreement, while the other financial covenants remain substantially unchanged.

The Credit Facility, as amended by the 2024 Amendment, now bears interest at the Company’s option of either (1) the prevailing SOFR (with interest periods of 1, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5 % or (2) the prevailing prime or base rate plus a fixed spread of 1.5 %.

As of December 31, 2024, the Company had $ 198.0 million in outstanding borrowings and $ 2.7 million in outstanding letters of credit under the Credit Facility, leaving $ 499.3 million available for future borrowings, subject to certain financial covenants.

The Credit Facility bears interest at the Company’s option of either (i) the prevailing SOFR (with interest periods of 1, 3 or 6 months at the Company’s option) plus a fixed spread of 2.5 % and a fixed SOFR adjustment of 0.1 % or (ii) the prevailing prime or base rate plus a fixed spread of 1.5 %.

The agreement has an interest rate floor of 0 %.

The agreement has a SOFR floor of 0 %.

Additionally, the Company is required to pay an annual commitment fee of 0.325 % on the average daily unused portion of the Credit Facility commitment.

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The Company was in compliance with the covenants of the Credit Facility as of December 31, 2024.

During 2023, the Company received net proceeds of $ 229.0 million from borrowings pursuant to the Credit Facility.

During 2024, the Company made net payments of $ 370.0 million pursuant to the Credit Facility.

Revolving Unsecured Uncommitted Credit Facility

During the period from January 1, 2023 through March 9, 2023, the Company’s primary subsidiary in Mexico, First Cash S.A.

As of December 31, 2024, the Company’s primary subsidiary in Mexico, First Cash S.A.

de C.V., maintained an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc.

with a bank in Mexico (the “Mexico Credit Facility”) in the amount of $ 600.0 million Mexican pesos.

The Mexico Credit Facility charged interest at the TIIE plus a fixed spread of 2.5 % and matured on March 9, 2023.

Under the terms of the Mexico Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants.

The Company was in compliance with the covenants of the Mexico Credit Facility through March 9, 2023.

The Mexico Credit Facility matured on March 9, 2023 and during the period from January 1, 2023 through March 9, 2023, the Company had no amount outstanding under the Mexico Credit Facility.

In August 2023, the Company’s primary subsidiary in Mexico, First Cash S.A.

de C.V., entered into an unsecured and uncommitted line of credit guaranteed by FirstCash, Inc.

with a bank in Mexico (the “2023 Mexico Credit Facility”) in the amount of $ 600.0 million Mexican pesos.

The Mexico Credit Facility bears interest at TIIE plus a fixed spread of 2.25 % and matures on August 24, 2027.

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The Company may redeem some or all of the 2030 Notes at any time on or after January 1, 2025, at the redemption prices set forth in the 2030 Notes Indenture, plus accrued and unpaid interest, if any.

In addition, prior to January 1, 2025, the Company may redeem some or all of the 2030 Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the 2030 Notes Indenture.

The Company may redeem up to 40 % of the 2030 Notes on or prior to January 1, 2025 with the proceeds of certain equity offerings at the redemption prices set forth in the 2030 Notes Indenture.

If the Company sells certain assets or consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2030 Notes.

Senior Unsecured Notes Due 2032

On February 21, 2024, the Company issued $ 500.0 million of 6.875 % senior unsecured notes due on March 1, 2032 (the “2032 Notes”), all of which are currently outstanding.

Interest on the 2032 Notes is payable semi-annually in arrears on March 1 and September 1, commencing on September 1, 2024.

The 2032 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act.

The Company used the net proceeds from the offering to repay a portion of the outstanding balance on the Credit Facility, after payment of fees and expenses related to the offering.

The Company capitalized $ 9.1 million in debt issuance costs, which consisted primarily of the initial purchaser’s discount and fees and legal and other professional expenses.

The debt issuance costs are being amortized over the life of the 2032 Notes as a component of interest expense and are carried as a direct deduction from the carrying amount of the 2032 Notes in the accompanying consolidated balance sheets.

The 2032 Notes are fully and unconditionally guaranteed on a senior unsecured basis jointly and severally by all of the Company's existing and future domestic subsidiaries that guarantee its Credit Facility.

The 2032 Notes will permit the Company to make restricted payments, such as purchasing shares of its stock and paying cash dividends, in an unlimited amount if, after giving pro forma effect to the incurrence of any indebtedness to make such payment, the Company's consolidated total debt ratio is less than 3.0 to 1.

The consolidated total debt ratio is defined generally in the indenture governing the 2032 Notes (the “2032 Notes Indenture”) as the ratio of (1) the total consolidated debt of the Company minus cash and cash equivalents of the Company to (2) the Company’s consolidated trailing twelve months EBITDA, as adjusted to exclude certain non-recurring expenses and giving pro forma effect to operations acquired during the measurement period.

As of December 31, 2024, the Company’s consolidated total debt ratio was 2.7 to 1.

While the 2032 Notes generally limit the Company’s ability to make restricted payments if the consolidated total debt ratio is greater than 3.0 to 1, restricted payments are allowable within certain permitted baskets, which currently provides the Company with continued flexibility to make restricted payments when the Company’s consolidated total debt ratio is greater than 3.0 to 1.

The Company may redeem some or all of the 2032 Notes at any time on or after March 1, 2027, at the redemption prices set forth in the 2032 Notes Indenture, plus accrued and unpaid interest, if any.

In addition, prior to March 1, 2027, the Company may redeem some or all of the 2032 Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium set forth in the 2032 Notes Indenture.

The Company may redeem up to 40 % of the 2032 Notes on or prior to March 1, 2027 with the proceeds of certain equity offerings at the redemption prices set forth in the 2032 Notes Indenture.

If the Company or any of its restricted subsidiaries sells certain assets or if the Company consummates certain change in control transactions, the Company will be required to make an offer to repurchase the 2032 Notes.

NOTE 12 - INCOME TAXES

19 unchanged sentences

Provision for income taxes $ 83,961 $ 73,548 $ 70,138

(1) Includes the allocation of certain administrative expenses and intercompany payments, such as royalties and interest, between domestic and foreign subsidiaries.

(1) Includes the allocation of certain administrative expenses and intercompany payments, such as royalties, management fees and interest, between domestic and foreign subsidiaries.

At December 31, 2024, the cumulative amount of undistributed earnings of foreign subsidiaries was $ 259.3 million.

1 unchanged sentence

federal income taxes on dividends from foreign subsidiaries with the exception of foreign withholding taxes and other foreign local tax.

During 2023 and 2022, the Company repatriated $ 31.0 million and $ 47.5 million, respectively, from certain foreign subsidiaries, which was not subject to withholding or federal income tax.

It is the Company’s intent to indefinitely reinvest the remaining undistributed earnings and future earnings of these subsidiaries outside the U.S.

During 2023, the Company repatriated $ 31.0 million from certain foreign subsidiaries, which was not subject to withholding or federal income tax.

It is the Company’s intent to indefinitely reinvest the remaining undistributed earnings and future earnings of certain subsidiaries outside the U.S.

and, therefore, deferred taxes are not currently recorded on cumulative foreign currency translation adjustments.

For those subsidiaries where the company is not asserting indefinite reinvestment of the remaining undistributed earnings and future earnings, there are no deferred taxes which to record.

The principal deferred tax assets and liabilities consist of the following (in thousands):

33 unchanged sentences

5,990 5,076 4,255

Benefit from gain on revaluation of contingent acquisition consideration — ( 4,580 ) —

Non-deductible compensation expense 3,864 4,358 3,297

Net incremental income tax expense from foreign earnings (1)

2,736 4,373 272

Non-deductible compensation expense 4,358 3,297 1,943

Other taxes and adjustments, net ( 612 ) ( 1,757 ) ( 1,069 )

Benefit from gain on revaluation of contingent acquisition consideration — — ( 4,580 )

Provision for income taxes $ 83,961 $ 73,548 $ 70,138

1 unchanged sentence

(1) Includes a $ 6.0 million, $ 5.7 million and $ 8.0 million foreign permanent tax benefit related to an inflation index adjustment allowed under Mexico tax law for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company’s foreign pawn operating subsidiaries are owned by a wholly-owned subsidiary located in the Netherlands.

The foreign pawn operating subsidiaries are subject to their respective foreign statutory rates, which differ from the U.S.

The Company’s foreign pawn operating subsidiaries are subject to their respective foreign statutory rates, which differ from the U.S.

federal statutory rate.

The statutory tax rates in Mexico, Guatemala, Colombia and El Salvador are 30 %, 25 %, 35 % and 30 %, respectively.

The statutory tax rate in the Netherlands is 0 % on eligible dividends received from its foreign subsidiaries.

The Company reviews the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

3 unchanged sentences

As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits and, therefore, the Company did no t have a liability for accrued interest and penalties and no such interest or penalties were incurred for the years ended December 31, 2024, 2023 and 2022.

The Company files federal income tax returns in the U.S., Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico and the Netherlands, as well as multiple state and local income tax returns in the U.S.

The Company files federal income tax returns in the U.S., Mexico, Guatemala, Colombia, El Salvador, Jamaica and Puerto Rico, as well as multiple state and local income tax returns in the U.S.

The Company’s U.S.

2 unchanged sentences

state income tax returns are not subject to examination for the tax years prior to 2021.

With respect to federal tax returns in Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico and the Netherlands, the tax years prior to 2018 are closed to examination.

There are no state income taxes in Mexico, Guatemala, Colombia, El Salvador, Jamaica, Puerto Rico or the Netherlands.

With respect to federal tax returns in Mexico, Guatemala, Colombia, El Salvador, Jamaica and Puerto Rico, the tax years prior to 2019 are closed to examination.

There are no state income taxes in Mexico, Guatemala, Colombia, El Salvador, Jamaica or Puerto Rico.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

At this stage, the Company is unable to determine whether a future loss will be incurred for any of its material outstanding legal and regulatory proceedings or to estimate a range of loss with respect to such proceeding, if any, and accordingly, no material amounts have been accrued in the Company’s financial statements for legal and regulatory proceedings.

On November 12, 2021, the CFPB initiated a civil action in the United States District Court for the Northern District of Texas against FirstCash, Inc.

and Cash America West, Inc., two of the Company’s subsidiaries, alleging violations of the MLA in connection with pawn transactions.

On November 12, 2021, the CFPB initiated a civil action in the United States District Court for the Northern District of Texas (the “District Court”) against FirstCash, Inc.

and Cash America West, Inc., and later amended the complaint to include numerous Company subsidiaries as defendants.

The CFPB’s lawsuit alleges violations of the MLA in connection with pawn transactions.

The CFPB also alleges that these same alleged violations of the MLA constitute breaches of a 2013 CFPB consent order entered into by its predecessor company that, among other things, allegedly required the company and its successors to cease and desist from further MLA violations.

The CFPB is seeking an injunction, redress for affected borrowers and a civil monetary penalty.

On March 28, 2022, the CFPB filed a motion to strike certain affirmative defenses of the Company.

The Company responded by filing a motion for partial summary judgment.

On October 24, 2022, the Company filed a motion to dismiss the lawsuit on the basis that the funding structure of the CFPB is unconstitutional.

This motion to dismiss follows the recent decision in another case by the Fifth Circuit Court of Appeals which found that the CFPB is unconstitutionally structured.

The Fifth Circuit’s decisions govern the law applied in the jurisdiction in which the CFPB action is pending against the Company.

In light of the CFPB's stated intent to seek Supreme Court review of that decision, the parties stipulated to a stay of the action against the Company, which the Court entered on November 4, 2022.

T he Supreme Court is currently reviewing the Fifth Circuit's decision, with oral arguments having been completed on October 3, 2023.

The stay of the CFPB’s action against the Company will remain in effect until the Supreme Court issues its decision with respect to the appeal.

If the Supreme Court decides in favor of the CFPB, the stay will be lifted and the Company and the CFPB will continue to litigate the civil action brought against the Company by the CFPB.

After an initial period of pre-trial activity, the case was stayed on November 4, 2022, pending the Supreme Court review of the Fifth Circuit's decision in Community Financial v.

CFPB , where the Fifth Circuit held the CFPB’s funding mechanism was unconstitutional and its actions were void.

The Supreme Court reversed that decision through an opinion issued on May 16, 2024.

The stay of the CFPB case was lifted, and active litigation ensued.

On November 7, 2024, the District Court denied the Company’s motion for partial summary judgement.

The District Court has also ordered the parties to mediation.

After an initial session, the mediation is currently postponed pending the leadership transition at the CFPB.

Unless resolved by agreement, the Company intends to vigorously defend the action.

Gold Forward Sales Contracts

As of December 31, 2023, the Company had contractual commitments to deliver a total of 72,500 gold ounces during the months of January 2024 through November 2025 at a weighted-average price of $ 2,043 per ounce.

The ounces required to be delivered over this time period are within historical scrap gold volumes, and the Company expects to have the required gold ounces to meet the commitments as they come due.

As of December 31, 2024, the Company had contractual commitments to deliver a total of 60,500 gold ounces between the months of January 2025 and June 2026 at a weighted-average price of $ 2,207 per ounce.

The ounces required to be delivered over this time period are less than the historical volume of scrap gold normally produced, and the Company expects to have the required gold ounces to meet the commitments as they come due.

NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS

6 unchanged sentences

Effect of foreign currency translation — ( 25,367 ) — ( 25,367 )

Other adjustments ( 420 ) — — ( 420 )

Balance, end of year $ 1,125,226 $ 175,741 $ 486,205 $ 1,787,172

14 unchanged sentences

Customer relationships 27,656 ( 26,417 ) 1,239 28,250 ( 26,591 ) 1,659

AFF trade name 10,200 ( 10,200 ) — 10,200 ( 5,314 ) 4,886

Lessee relationships 1,500 ( 1,500 ) — 1,500 ( 1,201 ) 299

$ 321,056 $ ( 179,801 ) $ 141,255 $ 321,650 $ ( 130,249 ) $ 191,401

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The amount attributable to award grants is amortized to expense over the vesting periods.

The 2023 performance-based awards vest on December 31, 2025.

The performance period for these awards is the three-year cumulative period between January 1, 2023 and December 31, 2025.

The performance goals for the 2023 grant include net income, adjusted for certain non-core and/or non-recurring items, AFF adjusted EBITDA and the Company’s total shareholder return (“TSR”) relative to a peer group over the three-year cumulative period.

The Company’s level of achievement of the performance goals at the end of each performance period will result in awards being earned between 0 % and 150 % of the target share award.

The 2022 performance-based awards vest on December 31, 2024.

The performance period for these awards is the three-year cumulative period between January 1, 2022 and December 31, 2024.

The performance goals for the 2022 grant include net income, adjusted for certain non-core and/or non-recurring items, AFF adjusted EBITDA and the Company’s TSR relative to a peer group over the three-year cumulative period.

The Company’s level of achievement of the performance goals at the end of each performance period will result in awards being earned between 0 % and 150 % of the target share award.

The 2021 performance-based awards vested on December 31, 2023.

The performance period for these awards was the three-year cumulative period between January 1, 2021 and December 31, 2023.

The performance goals for the 2021 grant included net income, adjusted for certain non-core and/or non-recurring items, store additions and the Company’s TSR relative to a peer group over the three-year cumulative period.

The Company’s level of achievement of the performance goals at the end of each performance period result in awards being earned between 0 % and 150 % of the target share award.

Based on the Company’s actual achievement of the three-year cumulative performance goals, the 2021 performance-based awards were earned at 150 % of the target share award.

The TSR component of the 2020 performance-based awards vested on December 31, 2023.

The performance period for the TSR award was the three-year cumulative period between January 1, 2021 and December 31, 2023 and measured the Company’s TSR relative to a peer group over that period.

The Company’s level of achievement of the performance goal at the end of the performance period result in an award being earned between 0 % and 150 % of the target share award.

Based on the Company’s actual achievement of the three-year cumulative performance goal, the TSR metric for the 2020 performance-based award was earned at 150 % of the target share award.

The time-based awards granted in 2023, 2022 and 2021 to employees of the Company generally vest, subject to continued employment with the Company, over a three or five-year period from the grant date.

The Company granted performance-based awards in 2024, 2023 and 2022 to certain executive officers.

The performance period for these awards is the three-year cumulative period beginning on January 1 of the respective grant year.

The performance goals for these grants include net income, adjusted for certain non-core and/or non-recurring items, AFF adjusted EBITDA and the Company’s total shareholder return relative to a peer group over the respective three-year cumulative period.

The Company’s level of achievement of the performance goals at the end of each respective performance period will result in awards being earned between 0 % and 150 % of the target share award.

The Company granted time-based awards in 2024, 2023 and 2022 to certain executive officers, directors and key employees of the Company which generally vest, subject to continued employment with the Company, over a one , three or five-year period from the grant date.

The following table summarizes the restricted stock unit award activity for the years ended December 31, 2024, 2023 and 2022 (shares in thousands):

18 unchanged sentences

The outstanding award units had an aggregate intrinsic value of $ 38.9 million at December 31, 2024.

Stock Options

The Company has no t issued common stock options since 2011.

Previous option awards have been granted to purchase the Company’s common stock at an exercise price equal to or greater than the fair market value at the date of grant and generally had a maximum duration of ten years .

During the year ended December 31, 2021, the final remaining stock option award was exercised leaving no outstanding stock options as of December 31, 2021.

The option award of 10,000 shares carried an exercise price of $ 38 per share.

The total intrinsic value of the options exercised for 2021 was $ 0.4 million.

The intrinsic value is based on the closing price of the Company’s stock on the date of exercise.

Share-Based Compensation Expense

The Company’s net income includes the following compensation costs related to share-based compensation arrangements (in thousands):

The Company’s net income includes the following compensation costs related to restricted stock unit awards (in thousands):

Year Ended December 31,

2024 2023 2022

Gross compensation costs:

Restricted stock unit awards $ 13,674 $ 10,853 $ 5,150

Income tax benefits:

Restricted stock unit awards ( 605 ) ( 1,428 ) ( 205 )

Net compensation expense $ 13,069 $ 9,425 $ 4,945

Gross compensation expense of restricted stock unit awards

$ 14,786 $ 13,674 $ 10,853

Income tax benefit of restricted stock unit awards

( 292 ) ( 605 ) ( 1,428 )

Net compensation expense of restricted stock unit awards

$ 14,494 $ 13,069 $ 9,425

As of December 31, 2024, the total compensation cost related to non-vested restricted stock unit awards not yet recognized was $ 17.5 million (based on maximum possible award vesting) and is expected to be recognized over the weighted-average period of 1.4 years.

2 unchanged sentences

Under the Plan, a participant may contribute up to 100 % of earnings, with the Company matching the first 5 % of contributions at a rate of 50 %.

The employee and Company contributions are paid to a corporate trustee and invested in various funds based on participant direction.

The participant and Company contributions are paid to a corporate trustee and invested in various funds based on participant direction.

Company contributions made to participants’ accounts become fully vested upon completion of five years of service.

2 unchanged sentences

Segment Information

The Company organizes its operations into three reportable segments as follows:

The Company considers its chief operating decision maker (“CODM”) to be a function shared by the Company’s Chief Executive Officer and Chief Financial Officer.

The Company’s CODM reviews key financial information, such as revenue growth, pawn loan metrics, lease and finance receivable metrics and operating margins, to budget, allocate resources, and assess performance of each segment.

Based on an analysis of the reports the CODM regularly reviews, the Company has determined there are three reportable segments as follows:

• Latin America pawn

• Retail POS payment solutions (AFF)

Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, (gain) loss on foreign exchange, merger and acquisition expenses, gain on revaluation of contingent acquisition consideration, and other expenses (income), net, are presented on a consolidated basis and are not allocated between the U.S.

Corporate expenses and income, which include administrative expenses, corporate depreciation and amortization, interest expense, interest income, loss (gain) on foreign exchange, merger and acquisition expenses, gain on revaluation of contingent acquisition consideration, and other expenses (income), net, are presented on a consolidated basis and are not allocated between the U.S.

pawn segment, Latin America pawn segment or retail POS payment solutions segment.

26 unchanged sentences

Interest income — — — ( 1,935 ) ( 1,935 )

Gain on foreign exchange

Loss on foreign exchange

— — — 2,641 2,641

32 unchanged sentences

Total cost of revenue 555,089 382,585 713,994 ( 7,111 ) 1,644,557

Net revenue (loss) 721,357 353,606 190,719 ( 1,096 ) 1,264,586

813,434 420,718 272,506 581 1,507,239

Expenses and other income:

7 unchanged sentences

Merger and acquisition expenses — — — 7,922 7,922

Gain on revaluation of contingent acquisition consideration

— — — ( 109,549 ) ( 109,549 )

Other expenses (income), net — — — ( 1,402 ) ( 1,402 )

41 unchanged sentences

Interest income — — — ( 1,313 ) ( 1,313 )

Loss on foreign exchange

Gain on foreign exchange

— — — ( 585 ) ( 585 )

5 unchanged sentences

Income (loss) before income taxes $ 291,113 $ 142,027 $ 59,191 $ ( 168,698 ) $ 323,633

(1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S.

As of December 31, 2022

9 unchanged sentences

Total assets 2,108,157 619,839 1,047,814 129,057 3,904,867

(1) Represents the elimination of intersegment transactions related to the Company offering AFF’s LTO payment solution in its U.S.

Geographic Information

12 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures