EZCorp - 10-Q quarterly report FY

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026 or


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-19424

EZCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

74-2540145

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2500 Bee Cave Road

Bldg One

Suite 200

Rollingwood

78746

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (512) 314-3400

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Non-voting Common Stock, par value $.01 per share

EZPW

NASDAQ Stock Market

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The only class of voting securities of the registrant issued and outstanding is the Class B Voting Common Stock, par value $.01 per share, all of which is owned by an affiliate of the registrant. There is no trading market for the Class B Voting Common Stock.

As of April 30, 2026, 58,565,807 shares of the registrant’s Class A Non-voting Common Stock (“Class A Common Stock”), par value $.01 per share, and 2,970,171 shares of the registrant’s Class B Voting Common Stock, par value $.01 per share, were outstanding.

Table of Contents

EZCORP, Inc.

INDEX TO FORM 10-Q


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of March 31, 202 6 and 202 5 and September 30, 2025			1
Condensed Consolidated Statements of Operations for the Three an d Six Months Ended March 31, 202 6 and 202 5			2
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, 202 6 and 202 5			3
Condensed Consolidated Statements of Stockholders’ Equity for the Periods Ended M arch 31, 202 6 and 202 5			4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 202 6 and 202 5			5
Notes to Condensed Consolidated Financial Statements			6
Note 1: Organization and Summary of Significant Accounting Policies			6
Note 2: Acquisitions			8
Note 3: Goodwill			11
Note 4: Earnings Per Share			12
Note 5: Leases			13
Note 6: Strategic Investments			14
Note 7: Fair Value Measurements			15
Note 8: Debt			16
Note 9: Common Stock and Stock Compensation			17
Note 10: Commitments and Contingencies			17
Note 11: Segment Information			18
Note 12: Supplemental Consolidated Financial Information			22
Note 13: Subsequent Events			23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures about Market Risk			39
Item 4. Controls and Procedures			39
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 2. Unregistered Sale of Equity Security and Use of Proceeds			41
Item 5. Other Information			41
Item 6. Exhibits			42
SIGNATURES			43

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EZCORP, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except per share amount)	March 31, 2026		March 31, 2025		September 30, 2025
Assets:
Current assets:
Cash and cash equivalents	$	354,175	$	505,239	$	469,524
Short-term restricted cash	958		9,499		525
Pawn loans	349,368		261,830		307,496
Pawn service charges receivable, net	53,031		42,323		48,733
Inventory, net	275,963		207,783		248,457
Prepaid expenses and other current assets	58,551		40,283		51,221
Total current assets	1,092,046		1,066,957		1,125,956
Investments in unconsolidated affiliates	26,093		13,967		18,123
Other investments	6,883		51,903		51,903
Property and equipment, net	86,894		64,150		75,331
Right-of-use assets	269,742		229,878		236,462
Long-term restricted cash	14,929		—		14,664
Goodwill	473,513		305,239		324,889
Intangible assets, net	124,657		57,079		58,832
Deferred tax asset, net	13,454		25,090		29,455
Other assets, net	18,546		15,365		15,594
Total assets	$	2,126,757	$	1,829,628	$	1,951,209

Liabilities and equity:
Current liabilities:
Current maturities of long-term debt, net	$	—	$	103,325	$	—
Accounts payable, accrued expenses and other current liabilities	124,185		70,843		105,443
Customer layaway deposits	39,522		31,016		33,901
Operating lease liabilities, current	68,041		58,855		61,228
Total current liabilities	231,748		264,039		200,572
Long-term debt, net	519,001		517,188		518,076
Deferred tax liability, net	2,571		1,818		2,571
Operating lease liabilities	211,956		182,873		184,736
Other long-term liabilities	19,556		12,135		19,769
Total liabilities	984,832		978,053		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: 58,622,115 as of March 31, 2026; 52,043,599 as of March 31, 2025; 57,921,451 as of September 30, 2025	586		520		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 March 31, 2026, March 31, 2025 and September 30, 2025	30		30		30
Additional paid-in capital	451,471		347,796		450,892
Retained earnings	703,687		561,211		612,687
Accumulated other comprehensive loss	(35,765)		(57,982)		(38,703)
Total EZCORP equity	1,120,009		851,575		1,025,485
Non-controlling interest	21,916		—		—
Total equity	1,141,925		851,575		1,025,485
Total liabilities and equity	$	2,126,757	$	1,829,628	$	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 March 31,				Six Months Ended March 31,
(in thousands, except per share amount)	2026		2025		2026		2025
Revenues:
Merchandise sales	$	214,465	$	169,467	$	424,612	$	355,810
Jewelry scrap sales	81,240		20,938		121,149		37,670
Pawn service charges	151,128		115,871		283,045		232,923
Other revenues	48		40		94		83
Total revenues	446,881		306,316		828,900		626,486
Merchandise cost of goods sold	136,788		111,555		269,544		233,379
Jewelry scrap cost of goods sold	50,055		16,309		76,352		29,251
Gross profit	260,038		178,452		483,004		363,856
Operating expenses:
Store expenses	148,119		111,067		274,891		222,003
General and administrative	34,488		25,100		61,231		49,284

Depreciation and amortization	9,588		8,020		18,344		16,355
Loss on sale or disposal of assets and other	—		17		87		25

Total operating expenses	192,195		144,204		354,553		287,667
Operating income	67,843		34,248		128,451		76,189
Interest expense	8,354		3,281		16,520		6,428
Interest income	(2,587)		(1,875)		(7,401)		(3,968)
Equity in net income of unconsolidated affiliates	(1,166)		(1,505)		(2,989)		(2,980)
Other (income) expense	(2,244)		(65)		(2,336)		913
Income before income taxes	65,486		34,412		124,657		75,796
Income tax expense	15,902		9,022		30,769		19,390
Consolidated net income	49,584		25,390		93,888		56,406
Consolidated net (income) attributable to non-controlling interest	(481)		—		(481)		—
Consolidated net income attributable to EZCORP	$	49,103	$	25,390	$	93,407	$	56,406

Basic earnings per share attributable to EZCORP	$	0.80	$	0.46	$	1.52	$	1.03
Diluted earnings per share attributable to EZCORP	$	0.61	$	0.33	$	1.17	$	0.74

Weighted-average basic shares outstanding	61,653		54,965		61,446		54,895
Weighted-average diluted shares outstanding	83,410		83,140		83,354		83,247

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 March 31,				Six Months Ended March 31,
(in thousands)	2026		2025		2026		2025

Consolidated net income	$	49,584	$	25,390	$	93,888	$	56,406
Other comprehensive income:
Foreign currency translation adjustment, net of income tax (expense) for our investment in unconsolidated affiliate of $178 and $(305) for the three months ended March 31, 2026, and 2025, respectively and $97 and $(199) for the six months ended March 31, 2026 and 2025, respectively.	(921)		884		2,938		(6,435)
Consolidated comprehensive income	48,663		26,274		96,826		49,971
Consolidated comprehensive (income) attributable to non-controlling interest	(481)		—		(481)		—
Comprehensive income attributable to EZCORP	$	48,182	$	26,274	$	96,345	$	49,971

See accompanying notes to unaudited condensed consolidated financial statements.

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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


	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 loss	—	—		—		—		884		884
Purchase and retirement of treasury stock	(83)	(1)		(390)		(606)		—		(997)
Net income	—	—		—		25,390		—		25,390
Balances as of March 31, 2025	55,014	$	550	$	347,796	$	561,211	$	(57,982)	$	851,575

See accompanying notes to unaudited condensed consolidated financial statements.

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EZCORP, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended March 31,
(in thousands)	2026		2025

Operating activities:
Net income	$	93,888	$	56,406
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	18,344		16,355
Amortization of deferred financing costs	925		725
Non-cash lease expense	33,267		28,943
Deferred income taxes	(259)		10

Other adjustments	(897)		(1,241)
Provision for inventory reserve	(849)		39
Stock compensation expense	8,534		5,001
Equity in net income from investment in unconsolidated affiliates	(2,989)		(2,980)
Gain from remeasurement of previously held equity interest	(1,596)		—
Changes in operating assets and liabilities, net of business acquisitions:
Pawn service charges receivable	1,515		1,547
Inventory	(298)		(5,390)
Prepaid expenses, other current assets and other assets	(19,114)		444
Accounts payable, accrued expenses and other liabilities	(47,443)		(45,490)
Customer layaway deposits	3,537		9,640
Income taxes	1,044		(1,081)
Net cash provided by operating activities	87,609		62,928
Investing activities:
Loans made	(591,148)		(484,611)
Loans repaid	351,519		284,095
Recovery of pawn loan principal through sale of forfeited collateral	240,010		198,387
Capital expenditures	(17,910)		(13,966)
Acquisitions, net of cash acquired	(25,640)		(79)
Issuance of notes receivable	(9,000)		—
Investment in unconsolidated affiliate	(7,231)		(509)
Dividends from unconsolidated affiliates	1,810		1,902

Net cash used in investing activities	(57,590)		(14,781)
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	—		(5,310)
Payments on debt	(134,151)		—
Purchase and retirement of treasury stock	(4,008)		(3,997)
Payments of finance leases	(543)		(266)
Net cash (used in) provided by financing activities	(145,049)		286,456
Effect of exchange rate changes on cash and cash equivalents and restricted cash	379		328
Net (decrease) increase in cash, cash equivalents and restricted cash	(114,651)		334,931
Cash and cash equivalents and restricted cash at beginning of period	484,713		179,807
Cash and cash equivalents and restricted cash at end of period	$	370,062	$	514,738

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 $5.5 million and $11.0 million from Store expenses to General and administrative for the three and six months ended March 31, 2025, respectively. Additionally, segment contribution no longer includes certain administrative allocations to segments; 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 eliminated. Prior period segment information has been recast to conform to the current presentation. Refer to Note 11: Segment Information.

Summary of Significant Accounting Policies

There were no material changes to our significant accounting policies during the six months ended March 31, 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 March 31, 2026, 2025 and September 30, 2025 was $39.5 million, $31.0 million and $33.9 million, respectively, and are generally recognized as revenues within a one-year period.

Recently Issued Accounting Pronouncements

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 a controlling interest in Founders by exchanging our existing $45.0 million preferred equity investment and $15.0 million demand promissory note into common equity and contributing an additional $4.4 million in cash. We now own 87.7% of Founders' outstanding common equity. At the time of acquisition, Founders, through its subsidiary SMG, operated 105 pawn stores in the United States and 11 additional countries, primarily under the names "La Familia Pawn and Jewelry" and "CashWiz." Founders holds 85.1% ownership interest in SMG. The acquisition advances our strategy to expand our global pawn operations by consolidating our interest in an established multi-country platform and existing operational infrastructure. Following the departure of the SMG CEO in April, we have assumed direct operational management of SMG.

This transaction was accounted for as a business combination achieved in stages. Immediately prior to the acquisition date, we remeasured our previously held preferred equity investment to its acquisition-date fair value of $46.6 million, resulting in a pre-tax gain of $1.6 million recognized in Other (income) expense in our Condensed Consolidated Statements of Operations during the three months ended March 31, 2026. The acquisition-date fair value of the previously held preferred equity interest was determined using the income approach (discounted cash flow method) and the market approach (guideline public company method). The value attributable to the preferred equity class was determined using an option pricing model, with significant inputs including expected volatility, a risk-free rate, and an estimated time to liquidity.

Our previously held demand promissory note was remeasured to its acquisition-date fair value of $15.0 million, with no gain or loss recognized. In connection with the acquisition, a demand promissory note with a principal balance of $15.0 million and accrued interest of $3.9 million previously held by us at the Founders level was repaid through proceeds of a new debt facility entered into by SMG. This repayment represented the settlement of a pre-existing creditor relationship and was accounted for separately from the business combination. The settlement amount was determined based on the carrying value of the note, which approximated fair value due to its demand nature and market interest rate. No gain or loss resulted from the settlement, and no amount was recognized in our Condensed Consolidated Statements of Operations.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs. The acquisition included an organized workforce, established pawn operations, and the intellectual property and operational systems across 105 stores. The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition. The excess of the aggregate of consideration transferred, the acquisition-date fair value of previously held interests, and the fair values of noncontrolling interests over the estimated fair value of net identifiable liabilities assumed has been recorded as goodwill.

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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 noncontrolling interest in Founders	8,849
Fair value of noncontrolling interest in SMG	12,586
Total	87,380
Less: net identifiable liabilities assumed	(36,055)
Goodwill	$	123,435

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

In connection with the acquisition, we entered into a three-year senior secured intercompany debt facility with SMG providing $156.4 million in funding at 13% per annum. SMG used the facility proceeds to retire its pre-existing third-party debt, which is reflected as assumed debt in the purchase price allocation above. The cash outflow is presented within “Payments of debt” on the Condensed Consolidated Statements of Cash Flows. This intercompany facility eliminates upon consolidation.

The factors contributing to the recognition of goodwill, which is recorded in our SMG segment, include the value of SMG's assembled workforce, established multi-country store network, and expected synergies with our existing U.S. and Latin America pawn operations. None of the goodwill resulting from this business combination is expected to be deductible for income tax purposes.

The tradenames acquired have been assigned indefinite useful lives and will not be amortized. They will be tested for impairment at least annually in accordance with ASC 350.

The purchase price allocation presented above is preliminary. The fair values of tradenames, certain payroll related liabilities, and deferred taxes have not been finalized. All other amounts are also subject to adjustment during the measurement period as additional information is obtained about facts and circumstances that existed as of the acquisition date. No measurement period adjustments were recorded during the three months ended March 31, 2026.

The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 2, 2026 and are reported in our SMG segment. The acquired business contributed revenues of $51.3 million and income before income tax of $8.8 million for the period from January 2, 2026 through March 31, 2026.

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During the six months ended March 31, 2026, we incurred total acquisition costs of approximately $0.6 million related to the Founders acquisition. Cumulative acquisition-related costs incurred through March 31, 2026 were approximately $1.5 million. The acquisition costs were primarily related to legal, accounting and consulting services, were expensed as incurred and are included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Founders and SMG are variable interest entities, as neither entity has sufficient equity at risk to finance its activities without additional subordinated financial support. We are now the primary beneficiary of both entities and directly or indirectly hold a majority voting interest in each. We determined that we are the primary beneficiary based on our role as sole Manager of Founders, which controls SMG's board of directors, and our obligation to absorb losses or receive benefits through our 87.7% equity interest in Founders and related lending arrangements. Founders is a holding entity whose sole asset is its equity interest in SMG, which eliminates upon consolidation. SMG is the operating entity whose assets and liabilities are included in our Condensed Consolidated Financial Statements. As SMG meets the definition of a business, we indirectly hold a majority voting interest through Founders, which owns 85.1% of SMG's outstanding common stock, and SMG's assets can be used for purposes other than the settlement of its obligations, certain incremental VIE disclosures are not required in accordance with ASC 810-10-50-5B. The third-party member of Founders holds 12.3% of Founders' outstanding common equity. Third-party shareholders hold 14.9% of SMG's outstanding common stock. These noncontrolling interests are presented separately within Stockholders’ equity on our Condensed Consolidated Balance Sheets.

El Bufalo Pawn Acquisition

On January 12, 2026, we acquired the business operations of 12 pawn stores in Texas, primarily in the Laredo area, operating under the name "El Bufalo Pawn," from LBP, L.P. and certain individual sellers. The total consideration was approximately $27.8 million in cash, of which approximately $1.4 million was retained for standard indemnification purposes and is expected to be paid within twelve months of the acquisition date. The retained payment is included in Accounts payable, accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets as of March 31, 2026.

This transaction qualifies as a business combination under ASC 805 due to the acquisition of an integrated set of inputs and processes that are capable of generating outputs. Although the transaction includes tangible assets such as loans and inventory, the inclusion of operating infrastructure, licenses, and a functioning workforce supports the conclusion that a business, rather than a group of assets, was acquired.

The assets acquired and liabilities assumed are based upon the fair values at the date of acquisition. The excess purchase price over the estimated fair market value of the net assets acquired has been recorded as goodwill.

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


Assets acquired:
Cash and cash equivalents	$	146
Pawn loans	3,421
Pawn service charges receivable	617
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.

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The results of this acquisition have been included in our Condensed Consolidated Financial Statements from January 12, 2026 and are reported in our U.S. Pawn segment. The acquired business contributed revenues of $2.7 million and income before income tax of $0.6 million for the period from January 12, 2026 through March 31, 2026.

During the six months ended March 31, 2026, total acquisition costs were immaterial. 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 March 31,				Six Months Ended March 31,
(in thousands)	2026		2025		2026		2025

Total revenues	$	446,881	$	348,632	$	883,357	$	719,361
Consolidated net income	$	48,336	$	21,497	$	88,213	$	45,741

Pro forma net income for the three and six months ended March 31, 2026 was adjusted to exclude the $1.6 million gain on remeasurement of the previously held equity interest in Founders and approximately $0.7 million of acquisition-related costs directly attributable to the acquisitions. Pro forma net income for the three and six months ended March 31, 2025 was adjusted to include these amounts. These pro forma amounts have been calculated after applying the Company's accounting policies.

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)	22,638		1,689		123,435		147,762
Effect of foreign currency translation changes	—		862		—		862
Balance as of March 31, 2026	$	290,701	$	59,377	$	123,435	$	473,513

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


(in thousands)	U.S. Pawn		Latin America Pawn		Consolidated

Balance as of September 30, 2024	$	264,428	$	42,050	$	306,478
Effect of foreign currency translation changes	—		(1,239)		(1,239)
Balance as of March 31, 2025	$	264,428	$	40,811	$	305,239

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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 March 31,				Six Months Ended March 31,
(in thousands, except per share amounts)	2026		2025		2026		2025

Basic earnings per common share:
Consolidated net income	$	49,584	$	25,390	$	93,888	$	56,406
Consolidated net (income) attributable to non-controlling interest	(481)		—		(481)		—
Consolidated net income attributable to EZCORP - basic	49,103		25,390		93,407		56,406
Weighted shares outstanding - basic	61,653		54,965		61,446		54,895
Basic earnings per common share attributable to EZCORP	$	0.80	$	0.46	$	1.52	$	1.03

Diluted earnings per common share:
Consolidated net income attributable to EZCORP - basic	$	49,103	$	25,390	$	93,407	$	56,406
Add: Convertible Notes interest expense, net of tax (a)	1,850		2,405		3,728		4,844
Consolidated net income attributable to EZCORP - diluted	$	50,953	$	27,795	$	97,135	$	61,250
Weighted shares outstanding - basic	61,653		54,965		61,446		54,895
Equity-based compensation awards - effect of dilution (b)	1,280		1,196		1,431		1,373
Convertible Notes - effect of dilution (c)	20,477		26,979		20,477		26,979
Weighted shares outstanding - diluted	83,410		83,140		83,354		83,247
Diluted earnings per common share attributable to EZCORP	$	0.61	$	0.33	$	1.17	$	0.74

Potential common shares excluded from the calculation of diluted earnings per common share above:
Restricted stock (d)	1,462		1,424		1,463		1,433

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

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

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

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

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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	March 31, 2026		March 31, 2025		September 30, 2025
Lease assets:
Operating lease right-of-use assets	Right-of-use assets	$	269,742	$	229,878	$	236,462
Financing lease assets	Other assets, net	1,102		1,256		1,075
Total lease assets		$	270,844	$	231,134	$	237,537

Lease liabilities:
Current:
Operating lease liabilities	Operating lease liabilities, current	$	68,041	$	58,855	$	61,228
Financing lease liabilities	Accounts payable, accrued expenses and other current liabilities	752		589		643
Total current lease liabilities		$	68,793	$	59,444	$	61,871

Non-current:
Operating lease liabilities	Operating lease liabilities	$	211,956	$	182,873	$	184,736
Financing lease liabilities	Other long-term liabilities	481		798		573
Total non-current lease liabilities		$	212,437	$	183,671	$	185,309
Total lease liabilities		$	281,230	$	243,115	$	247,180

The table below provides major components of our lease costs:


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2026		2025		2026		2025

Operating lease cost:
Operating lease cost*	$	23,249	$	18,244	$	44,110	$	38,213
Variable lease cost	6,693		5,759		11,726		9,052
Total operating lease cost	$	29,942	$	24,003	$	55,836	$	47,265

Financing lease cost:
Amortization of financing lease assets	$	178	$	143	$	335	$	282
Interest on financing lease liabilities	35		41		72		85
Total financing lease cost	$	213	$	184	$	407	$	367
Total lease cost	$	30,155	$	24,187	$	56,243	$	47,632

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

Lease expense is recognized on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in “Store expenses” and “General and administrative” under Operating expenses, based on the underlying lease use. Cash paid for operating leases for the three and six-month periods ended March 31, 2026 and 2025, was $23.4 million and $20.0 million, and $44.7 million and $40.0 million, respectively.

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


	Six Months Ended March 31,
	2026		2025
Weighted-average remaining lease term (years):
Operating leases	5.30		5.01
Financing leases	2.07		2.31

Weighted-average discount rate:
Operating leases	8.41	%	8.56	%
Financing leases	12.08	%	11.14	%

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


(in thousands)	Operating Leases		Financing Leases
Remaining 2026	$	44,872	$	452
Fiscal 2027	81,890		627
Fiscal 2028	64,339		167
Fiscal 2029	48,305		119
Fiscal 2030	34,436		37
Thereafter	75,914		—
Total lease liabilities	$	349,756	$	1,402
Less: portion representing imputed interest	69,759		169
Total net lease liabilities	$	279,997	$	1,233
Less: current portion	68,041		752
Total long-term net lease liabilities	$	211,956	$	481

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

NOTE 6: STRATEGIC INVESTMENTS

Cash Converters International Limited

As of March 31, 2026, we owned approximately 43.7% of Cash Converters. We acquired our original investment in November 2009 and have increased our ownership through the acquisition of additional shares periodically since that time. During the six months ended March 31, 2026, we acquired an additional 35,780,747 shares for $7.1 million bringing our total shares owned to 309,719,904 shares. This additional investment did not increase our ownership percentage in Cash Converters.

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

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

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
	March 31, 2026		March 31, 2026		Fair Value Measurement Using
(in thousands)					Level 1		Level 2		Level 3

Financial assets:
Investments in unconsolidated affiliates	$	26,093	$	61,839	$	60,459	$	—	$	1,380
Financial liabilities:
2029 Convertible Notes	$	225,751	$	558,257	$	—	$	558,257	$	—
2032 Senior Notes	293,250		313,420		—		313,420		—


	Carrying Value		Estimated Fair Value
	March 31, 2025		March 31, 2025		Fair Value Measurement Using
(in thousands)					Level 1		Level 2		Level 3

Financial assets:
Promissory note receivable from Founders	$	16,921	$	16,921	$	—	$	—	$	16,921
Investments in unconsolidated affiliates	13,967		42,199		41,349		—		850
Financial liabilities:
2025 Convertible Notes	$	103,325	$	104,024	$	—	$	104,024	$	—
2029 Convertible Notes	224,723		338,089		—		338,089		—
2032 Senior Notes	292,465		305,117		—		305,117		—


	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 2025 Convertible Notes, 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:


	March 31, 2026						March 31, 2025						September 30, 2025
(in thousands)	Gross Amount		Deferred Financing Costs		Carrying Amount		Gross Amount		Deferred Financing Costs		Carrying Amount		Gross Amount		Deferred Financing Costs		Carrying Amount

2032 Senior Notes	$	300,000	$	(6,750)	$	293,250	$	300,000	$	(7,535)	$	292,465	$	300,000	$	(7,182)	$	292,818
2029 Convertible Notes	230,000		(4,249)		225,751		230,000		(5,277)		224,723		230,000		(4,742)		225,258
2025 Convertible Notes	—		—		—		103,373		(48)		103,325		—		—		—
Total	$	530,000	$	(10,999)	$	519,001	$	633,373	$	(12,860)	$	620,513	$	530,000	$	(11,924)	$	518,076
Less current portion	—		—		—		103,373		(48)		103,325		—		—		—
Total long-term debt	$	530,000	$	(10,999)	$	519,001	$	530,000	$	(12,812)	$	517,188	$	530,000	$	(11,924)	$	518,076

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


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2026		2025		2026		2025

2032 Senior Notes:
Contractual interest expense	$	5,531	$	184	$	11,063	$	184
Amortization of deferred financing costs	218		7		432		7
Total interest expense	$	5,749	$	191	$	11,495	$	191

2029 Convertible Notes:
Contractual interest expense	$	2,156	$	2,157	$	4,313	$	4,313
Amortization of deferred financing costs	228		217		493		466
Total interest expense	$	2,384	$	2,374	$	4,806	$	4,779

2025 Convertible Notes:
Contractual interest expense	$	—	$	614	$	—	$	1,228
Amortization of deferred financing costs	—		119		—		252
Total interest expense	$	—	$	733	$	—	$	1,480

As of March 31, 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 March 31, 2026. As a result, the 2029 Convertible Notes are convertible at the option of the holders during the fiscal quarter ending June 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”). During the three months ended March 31, 2026, the Company repurchased and retired 155,838 of our Class A Common Stock for $4.0 million under the 2026 Common Stock Repurchase Program. During the three months ended December 31, 2025, the Company did not repurchase any shares under this program.

The Board previously authorized a repurchase program on May 3, 2022 (the “2022 Common Stock Repurchase Program”) which expired on May 3, 2025. The 2022 Common Stock Repurchase Program authorized the repurchase of up to $50 million of our Class A Common Stock over three years. During the three and six-month periods ended March 31, 2025, the Company repurchased and retired 82,136 shares for $1.0 million, and 332,599 shares for $4.0 million, respectively, under the 2022 Common Stock Repurchase Program.

The amount and timing of purchases was dependent on a variety of factors, including stock price, trading volume, general market conditions, legal and regulatory requirements, general business conditions, the level of cash flows, and corporate considerations determined by management and the Board, such as liquidity and capital needs and the availability of attractive alternative investment opportunities. The repurchase amount is allocated between “Additional paid-in capital” and “Retained earnings” in our condensed consolidated balance sheets.

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	868,426	15.69
Released	(1,223,562)	9.26
Cancelled	(14,358)	12.16
Outstanding as of March 31, 2026	1,952,346	$	11.61

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. 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.

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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 exist 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 March 31, 2026
(in thousands)	U.S. Pawn		Latin America Pawn		SMG		Total Segments		Corporate Items		Consolidated

Revenues:
Merchandise sales	$	127,884	$	68,762	$	17,819	$	214,465	$	—	$	214,465
Jewelry scrap sales	55,490		6,640		19,110		81,240		—		81,240
Pawn service charges	98,770		37,976		14,382		151,128		—		151,128
Other revenues	32		16		—		48		—		48
Total revenues	282,176		113,394		51,311		446,881		—		446,881
Merchandise cost of goods sold	79,647		45,227		11,914		136,788		—		136,788
Jewelry scrap cost of goods sold	32,658		4,137		13,260		50,055		—		50,055
Gross profit	169,871		64,030		26,137		260,038		—		260,038
Segment and corporate expenses (income):
Store expenses	88,982		42,523		16,614		148,119		—		148,119
General and administrative	—		—		—		—		34,488		34,488

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


Interest expense	—		—		—		—		8,354		8,354
Interest income	—		—		—		—		(2,587)		(2,587)
Equity in net income of unconsolidated affiliates	—		—		—		—		(1,166)		(1,166)
Other (income) expense	—		(343)		38		(305)		(1,939)		(2,244)
Segment contribution	$	78,080	$	19,117	$	8,811	$	106,008
Income (loss) before income taxes							$	106,008	$	(40,522)	$	65,486


	Three Months Ended March 31, 2025
(in thousands)	U.S. Pawn		Latin America Pawn		Total Segments		Corporate Items		Consolidated

Revenues:
Merchandise sales	$	116,915	$	52,552	$	169,467	$	—	$	169,467
Jewelry scrap sales	16,898		4,040		20,938		—		20,938
Pawn service charges	87,548		28,323		115,871		—		115,871
Other revenues	24		16		40		—		40
Total revenues	221,385		84,931		306,316		—		306,316
Merchandise cost of goods sold	74,772		36,783		111,555		—		111,555
Jewelry scrap cost of goods sold	13,235		3,074		16,309		—		16,309
Gross profit	133,378		45,074		178,452		—		178,452
Segment and corporate expenses (income):
Store expenses	81,718		29,349		111,067		—		111,067
General and administrative	—		—		—		25,100		25,100
Depreciation and amortization	2,682		1,989		4,671		3,349		8,020
Loss on sale or disposal of assets and other	17		—		17		—		17
Interest expense	—		—		—		3,281		3,281
Interest income (a)	—		—		—		(1,875)		(1,875)
Equity in net income of unconsolidated affiliates (b)	—		—		—		(1,505)		(1,505)
Other (income) expense	4		(137)		(133)		68		(65)
Segment contribution	$	48,957	$	13,873	$	62,830
Income (loss) before income taxes					$	62,830	$	(28,418)	$	34,412


(a)			Interest income includes $0.6 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(b)			Equity in net income of unconsolidated affiliates includes $1.9 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

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	Six Months Ended March 31, 2026
(in thousands)	U.S. Pawn		Latin America Pawn		SMG		Total Segments		Corporate Items		Consolidated

Revenues:
Merchandise sales	$	266,926	$	139,867	$	17,819	$	424,612	$	—	$	424,612
Jewelry scrap sales	91,005		11,034		19,110		121,149		—		121,149
Pawn service charges	193,944		74,719		14,382		283,045		—		283,045
Other revenues	61		33		—		94		—		94
Total revenues	551,936		225,653		51,311		828,900		—		828,900
Merchandise cost of goods sold	165,334		92,296		11,914		269,544		—		269,544
Jewelry scrap cost of goods sold	56,022		7,070		13,260		76,352		—		76,352
Gross profit	330,580		126,287		26,137		483,004		—		483,004
Segment and corporate expenses (income):
Store expenses	176,148		82,129		16,614		274,891		—		274,891
General and administrative	—		—		—		—		61,231		61,231

Depreciation and amortization	5,532		5,268		674		11,474		6,870		18,344
Loss on sale or disposal of assets and other	87		—		—		87		—		87

Interest expense	—		—		—		—		16,520		16,520
Interest income (c)	—		—		—		—		(7,401)		(7,401)
Equity in net income of unconsolidated affiliates (d)	—		—		—		—		(2,989)		(2,989)
Other (income) expense	—		(366)		38		(328)		(2,008)		(2,336)
Segment contribution	$	148,813	$	39,256	$	8,811	$	196,880
Income (loss) before income taxes							$	196,880	$	(72,223)	$	124,657


(c)			Interest income includes $1.0 million of interest income from notes receivable from Founders recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(d)			Equity in net income of unconsolidated affiliates includes $1.8 million of equity income from CCV recorded in the first quarter of fiscal 2026, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.


	Six Months Ended March 31, 2025
(in thousands)	U.S. Pawn		Latin America Pawn		Total Segments		Corporate Items		Consolidated

Revenues:
Merchandise sales	$	245,715	$	110,095	$	355,810	$	—	$	355,810
Jewelry scrap sales	32,396		5,274		37,670		—		37,670
Pawn service charges	175,424		57,499		232,923		—		232,923
Other revenues	51		32		83		—		83
Total revenues	453,586		172,900		626,486		—		626,486
Merchandise cost of goods sold	156,328		77,051		233,379		—		233,379
Jewelry scrap cost of goods sold	25,203		4,048		29,251		—		29,251
Gross profit	272,055		91,801		363,856		—		363,856
Segment and corporate expenses (income):
Store expenses	163,199		58,804		222,003		—		222,003
General and administrative	—		—		—		49,284		49,284
Depreciation and amortization	5,399		4,035		9,434		6,921		16,355
Loss on sale or disposal of assets and other	17		8		25		—		25
Interest expense	—		—		—		6,428		6,428
Interest income (e)	—		—		—		(3,968)		(3,968)
Equity in net income of unconsolidated affiliates (f)	—		—		—		(2,980)		(2,980)
Other (income) expense	(7)		(208)		(215)		1,128		913
Segment contribution	$	103,447	$	29,162	$	132,609
Income (loss) before income taxes					$	132,609	$	(56,813)	$	75,796


(e)			Interest income includes $1.2 million of interest income from notes receivable from Founders, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.
(f)			Equity in net income of unconsolidated affiliates includes $3.5 million of equity income from CCV, which has been recast from the "Other Investments" segment to Corporate to conform to the current period presentation.

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The following table presents separately identified segment assets:


(in thousands)	Pawn Loans		Inventory		Total

Assets as of March 31, 2026
U.S. Pawn	$	230,478	$	188,207	$	418,685
Latin America Pawn	86,260		61,659		147,919
SMG	32,630		26,097		58,727
Total segment assets					$	625,331
Total other assets					1,501,426
Total consolidated assets					$	2,126,757

Assets as of March 31, 2025
U.S. Pawn	$	199,418	$	156,816	$	356,234
Latin America Pawn	62,412		50,967		113,379
Total segment assets					$	469,613
Total other assets					1,360,015
Total consolidated assets					$	1,829,628

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

Gross pawn service charges receivable	$	67,090	$	54,024	$	63,348
Allowance for uncollectible pawn service charges receivable	(14,059)		(11,701)		(14,615)
Pawn service charges receivable, net	$	53,031	$	42,323	$	48,733

Gross inventory	$	279,303	$	211,191	$	252,049
Inventory reserves	(3,340)		(3,408)		(3,592)
Inventory, net	$	275,963	$	207,783	$	248,457

Prepaid expenses and other	$	15,698	$	3,740	$	9,429
Accounts receivable and other	34,173		15,912		15,106
Notes receivable	—		17,575		24,369
Income taxes prepaid and receivable	8,680		3,056		2,317
Prepaid expenses and other current assets	$	58,551	$	40,283	$	51,221

Property and equipment, gross	$	338,530	$	284,008	$	310,278
Accumulated depreciation	(251,636)		(219,858)		(234,947)
Property and equipment, net	$	86,894	$	64,150	$	75,331

Accounts payable	$	24,827	$	14,927	$	22,923
Accrued payroll	25,411		15,538		19,063
Incentive accrual	18,025		9,554		20,068
Accrued interest payable	13,578		3,723		13,763
Other payroll related expenses	6,826		4,132		5,704
Accrued sales and VAT taxes	5,432		4,035		4,377
Accrued income taxes payable	12,913		4,938		5,515
Other current liabilities	17,173		13,996		14,030
Accounts payable, accrued expenses and other current liabilities	$	124,185	$	70,843	$	105,443

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


	Six Months Ended March 31,
(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	$	354,175	$	505,239
Short-term restricted cash at end of period	958		9,499
Long-term restricted cash at end of period	14,929		—
Total cash and cash equivalents and restricted cash at end of period	$	370,062	$	514,738

Non-cash investing and financing activities:
Pawn loans forfeited and transferred to inventory	$	239,951	$	210,786
Accrued acquisition consideration	$	1,650	$	—
Conversion of promissory note to equity	$	15,000	$	—
Fair value of preferred equity investment converted to equity in Founders	$	46,600	$	—
Accrued debt issuance costs	$	—	$	2,231

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NOTE 13: SUBSEQUENT EVENTS

Maple Empeños Acquisition

On April 17, 2026, we acquired the assets of 32 pawn store locations in Guatemala operating under the name "Maple Empeños" for approximately $6.0 million. The preliminary purchase price allocation for this transaction has not yet been completed and is based on preliminary estimates that are subject to change as additional information becomes available. Final amounts, including tangible assets, identifiable intangible assets, if any, and goodwill, will be disclosed in accordance with ASC 805 in future filings.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to inform the reader about matters affecting the financial condition and results of operations of EZCORP, Inc. and its subsidiaries (collectively, “we,” “us”, “our”, “EZCORP” or the “Company”). The following discussion should be read together with our condensed consolidated financial statements and related notes included elsewhere within this report. This discussion contains forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2025, as supplemented by the information set forth in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and “Part II, Item 1A — Risk Factors” of this Report, for a discussion of certain risks, uncertainties and assumptions associated with these statements.

Business Developments

Share Repurchase Program

On November 11, 2025, the Board of Directors (“Board”) approved a new share repurchase program which replaced the previous program that expired on May 3, 2025. See Note 9 of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.” Under the new program, we are authorized to repurchase up to $50 million of our Class A Non-Voting common shares over the next three years. Execution of the program will be responsive to fluctuating market conditions and valuations, liquidity needs and the expected return on investment compared to other opportunities.

The amount and timing of purchases will be 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 Board of Directors has reserved the right to modify, suspend or terminate the program at any time.

Acquisition of Founders One, LLC

On January 2, 2026, we acquired a controlling interest in Founders One, LLC ("Founders"), which through its subsidiary, Simple Management Group, Inc. ("SMG"), operated 105 pawn stores in the U.S. and 11 additional countries at the time of acquisition. This transaction expands our geographic footprint in attractive markets, including Florida and Puerto Rico and provides a platform for domestic and international growth. Following the transaction, we own 87.7% of Founders, which controls SMG with an 85.1% ownership interest. SMG's results are consolidated in our financial statements from January 2, 2026 and are reported within our SMG segment.

Business Overview

EZCORP is a Delaware corporation headquartered in Austin, Texas. We are a leading provider of pawn services in the United States and Latin America. Pawn loans are non-recourse loans collateralized by personal property. We also sell merchandise, primarily collateral forfeited from unpaid loans and pre-owned merchandise purchased from customers.

We exist to serve our customers’ short-term cash needs, helping them to live and enjoy their lives. We are focused on three strategic pillars:


Strengthen the Core			Relentless focus on superior execution and operational excellence in our pawn business
Cost Efficiency and Simplification			Shape a culture of cost efficiency through ongoing focus on simplification and optimization
Innovate and Grow			Broaden customer engagement to service more customers more frequently in more locations

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Pawn Activities

At our pawn stores, we advance cash against the value of collateralized tangible personal property. We earn pawn service charges (“PSC”) for those cash advances, and the PSC rate varies by state and transaction size. At the time of the transaction, we take possession of the pawned collateral, which consists of tangible personal property, generally jewelry, consumer electronics, tools, sporting goods and musical instruments. If the customer chooses to redeem their pawn, they repay the amount advanced plus any PSC. If the customer chooses not to redeem their pawn, the pawned collateral becomes our inventory, which we sell in our retail merchandise sales activities or, in some cases, scrap for its inherent gold or precious stone content. Consequently, the success of our pawn business is largely dependent on our ability to accurately assess the probability of pawn redemption and the estimated resale or scrap value of the collateralized personal property.

Our ability to offer quality pre-owned goods for sale at prices significantly lower than original retail prices attracts value-conscious customers. The gross profit on sales of inventory depends primarily on our assessment of the estimated resale or scrap value at the time the property is either accepted as pawn collateral or purchased and our ability to sell that merchandise in a timely manner. Because a significant portion of our inventory and sales involve gold and jewelry, our results can be influenced by the market price of gold and diamonds.

Growth and Expansion

Part of our strategy is to grow the number of locations we operate through opening new (“de novo”) locations and through acquisitions in both Latin America and the U.S. and potential new markets. Our ability to add new stores is dependent on several variables, such as projected achievement of internal investment hurdles, the availability of acceptable sites or acquisition candidates, the alignment of acquirer/seller price expectations, the regulatory environment, local zoning ordinances, access to capital and availability of qualified personnel.

Seasonality and Quarterly Results

In the U.S., PSC historically is highest in our fourth fiscal quarter (July through September) due to a higher average PLO balance during the summer and is lowest in our third fiscal quarter (April through June) following the tax refund season. Merchandise sales historically are highest in the U.S. in our first and second fiscal quarters (October through March) due to the holiday season, Valentine’s Day jewelry sales and our customers’ receipt of tax refunds. In Latin America, most of our customers receive additional compensation from their employers in December, and many receive additional compensation in June or July, applying downward pressure on PLO balances and fueling merchandise sales in those periods. As a net effect of these and other factors and excluding discrete charges, our consolidated income before tax is generally highest in our first fiscal quarter (October through December) and lowest in our third fiscal quarter (April through June).

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Financial Highlights

We remain focused on optimizing our balance of pawn loans outstanding (“PLO”) and the resulting higher PSC. The following chart presents sources of gross profit, including PSC, merchandise sales gross profit (“Merchandise sales GP”) and jewelry scrap gross profit (“Jewelry Scrap GP”) for the three and six months ended March 31, 2026 and 2025:

The following chart presents sources of gross profit by geographic disbursement for the three and six months ended March 31, 2026 and 2025:

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Results of Operations

Non-GAAP Constant Currency and Same-Store Financial Information

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide certain other non-GAAP financial information on a constant currency basis (“constant currency”) and “same-store” basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We analyze results on a same-store basis (which is defined as stores open during the entirety of the comparable periods) to better understand existing store performance without the influence of increases or decreases resulting solely from changes in store count. We believe presentation of constant currency and same-store results is meaningful and useful in understanding the activities and business metrics of our Latin America Pawn operations and reflects an additional way of viewing aspects of our business that, when viewed with GAAP results, provides a better understanding and evaluation of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information to evaluate and compare operating results across accounting periods. Readers should consider the information in addition to, but not rather than or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. In addition, we have an equity method investment that is denominated in Australian dollars and is translated into U.S. dollars. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and are not directly calculable from the rates below. Constant currency results, where presented, also exclude the foreign currency gain or loss. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three and six months ended March 31, 2026 and 2025 were as follows:


	March 31,		Three Months Ended March 31,		Six Months Ended March 31,
	2026	2025	2026	2025	2026	2025

Mexican peso	18.0	20.4	17.6	20.4	17.9	20.3
Guatemalan quetzal	7.5	7.6	7.5	7.6	7.5	7.5
Honduran lempira	26.3	25.2	26.2	25.2	26.1	25.0
Australian dollar	1.5	1.6	1.4	1.6	1.5	1.6

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Operating Results

Segments

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 of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.” for further details. SMG is now reported as a standalone reportable segment. Our equity interest in CCV is now included within Corporate. 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 in any prior period presented, no prior period SMG segment results exist 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.

Store Count by Segment


	Six Months Ended March 31, 2026
	U.S. Pawn	Latin America Pawn	SMG	Consolidated

As of September 30, 2025	545	815	—	1,360
New locations opened	—	7	—	7
Locations acquired	3	14	—	17
Locations combined or closed	(1)	—	—	(1)
As of December 31, 2025	547	836	—	1,383
New locations opened	—	4	2	6
Locations acquired	12	—	105	117

As of March 31, 2026	559	840	107	1,506


	Six Months Ended March 31, 2025
	U.S. Pawn	Latin America Pawn	Consolidated

As of September 30, 2024	542	737	1,279
New locations opened	—	4	4


As of December 31, 2024	542	741	1,283
New locations opened	—	9	9
Locations acquired	—	1	1
Locations combined or closed	—	(9)	(9)
As of March 31, 2025	542	742	1,284

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Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025

These tables, as well as the discussion that follows, should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related notes.

U.S. Pawn

The following table presents selected summary financial data for our U.S. Pawn segment:


	Three Months Ended March 31,						Change
(in thousands)	2026			2025

Gross profit:
Pawn service charges	$	98,770		$	87,548		13%

Merchandise sales	127,884			116,915			9%
Merchandise sales gross profit	48,237			42,143			14%
Gross margin on merchandise sales	37.7		%	36.0		%	170bps

Jewelry scrap sales	55,490			16,898			228%
Jewelry scrap sales gross profit	22,832			3,663			*
Gross margin on jewelry scrap sales	41.1		%	21.7		%	1,940bps

Other revenues	32			24			33%
Gross profit	169,871			133,378			27%

Segment operating expenses:
Store expenses	88,982			81,718			9%

Depreciation and amortization	2,809			2,682			5%
Loss on sale or disposal of assets and other	—			17			(100)%
Segment operating contribution	78,080			48,961			59%

Other expense (income)	—			4			(100)%
Segment contribution	$	78,080		$	48,957		59%

Other data:
Average monthly ending pawn loan balance per store (a)	$	424		$	390		9%
Monthly average yield on pawn loans outstanding	14		%	14		%	(13)bps
Pawn collateral - general merchandise (b)	31		%	35		%	(460)bps
Pawn collateral - jewelry (b)	69		%	65		%	460bps


*			Represents a percentage computation that is not mathematically meaningful.
(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.
(b)			Prior period has been recast to conform to an updated allocation methodology implemented in the current period. The change was not material.

PLO ended the quarter at $230.5 million, an increase of 16% (13% on a same-store basis) due to increase in average loan size, strong loan demand and improved operational performance.

Net inventory increased 20% due to the increase in PLO, layaways and purchases. Inventory turnover remained consistent at 2.3x. Aged general merchandise decreased by 95 bps to 2.3%, or $0.9 million of total general merchandise inventory.

Total revenues and gross profit increased 27%, driven by increased jewelry scrap sales, PSC, and merchandise sales.

Pawn service charges increased 13% as a result of higher average PLO.

Merchandise sales increased 9% (7% on a same-store basis), and sales gross margin increased by 170bps to 38%.

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Jewelry scrap sales increased 228%, and jewelry scrap sales gross margin increased from 22% to 41% due to increase in gold price and jewelry purchases.

Store expenses increased 9% (6% on a same-store basis) primarily due to increased labor, in line with store activity.

Segment contribution increased 59% to $78.1 million.

Segment store count increased by 12 to 559 due to the El Bufalo acquisition in the second quarter of fiscal 2026.

Latin America Pawn

The following table presents selected summary financial data for the Latin America Pawn segment, including constant currency results, after translation to U.S. dollars from its functional currencies noted above under “Results of Operations — Non-GAAP Constant Currency and Same-Store Financial Information.”


	Three Months Ended March 31,
(in thousands)	2026 (GAAP)			2025 (GAAP)			Change (GAAP)	2026 (Constant Currency)			Change (Constant Currency)

Gross profit:
Pawn service charges	$	37,976		$	28,323		34%	$	34,186		21%

Merchandise sales	68,762			52,552			31%	61,448			17%
Merchandise sales gross profit	23,535			15,769			49%	20,982			33%
Gross margin on merchandise sales	34.2		%	30.0		%	420bps	34.1		%	410bps

Jewelry scrap sales	6,640			4,040			64%	5,801			44%
Jewelry scrap sales gross profit	2,503			966			159%	2,184			126%
Gross margin on jewelry scrap sales	37.7		%	23.9		%	1,379bps	37.6		%	1,374bps

Other revenues, net	16			16			—%	14			(13)%
Gross profit	64,030			45,074			42%	57,366			27%

Segment operating expenses:
Store expenses	42,523			29,349			45%	37,817			29%
Depreciation and amortization	2,733			1,989			37%	2,453			23%

Segment operating contribution	18,774			13,736			37%	17,096			24%

Other segment income	(343)			(137)			150%	(51)			(63)%
Segment contribution	$	19,117		$	13,873		38%	$	17,147		24%

Other data:
Average monthly ending pawn loan balance per store (a)	$	99		$	81		22%	$	89		10%
Monthly average yield on pawn loans outstanding	16		%	16		%	21bps	16		%	—bps
Pawn collateral - general merchandise	52		%	61		%	(860)bps	51		%	(960)bps
Pawn collateral - jewelry	48		%	39		%	860bps	49		%	960bps


*			Represents a percentage computation that is not mathematically meaningful.
(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.

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	2026 Change (GAAP)	2026 Change (Constant Currency)
Same-store data:
PLO	25%	15%
PSC	24%	12%
Merchandise Sales	21%	8%
Merchandise Sales Gross Profit	39%	24%
Store Expenses	33%	19%

PLO improved to $86.3 million, an increase of 38% (27% on constant currency basis). On a same-store basis, PLO increased 25% (15% increase on a constant currency basis) due to strong loan demand and improved operational performance.

Net inventory increased 21% (10% on a constant currency basis) due to an increase in PLO. Inventory turnover remained consistent at 3.2x. On a same-store basis, net inventory increased by 11% (consistent on a constant currency basis). Aged general merchandise decreased below 1% of total general merchandise inventory.

Total revenues increased 34% (19% on constant currency basis), and gross profit increased 42% (27% on a constant currency basis), primarily due to increased jewelry scrap sales, PSC, and merchandise sales.

PSC increased to $38.0 million, an increase of 34% (21% on a constant currency basis) as a result of higher average PLO.

Merchandise sales increased 31% (17% on constant currency basis) and increased 21% on a same-store basis (8% increase on a constant currency basis). Merchandise sales gross margin increased to 34% from 30%.

Jewelry scrap sales increased 64%, and jewelry scrap sales gross margin increased to 38% from 24% due to increase in gold price.

Store expenses increased 45% (29% increase on a constant currency basis) and increased 33% on a same-store basis (19% increase on a constant currency basis) due to increased labor, in line with store activity and minimum wage increases.

Segment contribution increased 38% to $19.1 million (24% on a constant currency basis).

Segment store count increased by 4 to 840 during the quarter due to the addition of 4 de novo stores.

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SMG

The following table presents selected financial data for our SMG segment. As described above, SMG is consolidated in our financial statements beginning January 2, 2026; accordingly, prior period results do not include SMG operating results and period-over-period comparisons for this segment are not meaningful.


	Three Months Ended March 31,
(in thousands)	2026

Gross profit:
Pawn service charges	$	14,382

Merchandise sales	17,819
Merchandise sales gross profit	5,905
Gross margin on merchandise sales	33.1		%

Jewelry scrap sales	19,110
Jewelry scrap sales gross profit	5,850
Gross margin on jewelry scrap sales	30.6		%


Gross profit	26,137

Segment operating expenses:
Store expenses	16,614

Depreciation and amortization	674



Segment operating contribution	8,849

Other expense (income)	38
Segment contribution	$	8,811

Other data:
Average monthly ending pawn loan balance per store (a)	$	319
Monthly average yield on pawn loans outstanding	14		%
Pawn collateral - general merchandise	50		%
Pawn collateral - jewelry	50		%



(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.

PLO of $32.6 million and net inventory of $26.1 million, with aged general merchandise below 1% of total general merchandise inventory.

Total revenues were $51.3 million, comprised of jewelry scrap sales of $19.1 million, merchandise sales of $17.8 million and PSC of $14.4 million.

Gross profit was $26.1 million.

Merchandise sales gross margin was 33.1%.

Jewelry scrap sales gross margin was 30.6%, benefiting from the elevated gold price environment.

Store expenses totaled $16.6 million.

Segment contribution was $8.8 million, reflecting the first quarter of SMG operating results following the January 2, 2026 consolidation.

Segment store count increased during the quarter by 2 to 107 due to the addition of de novo stores.

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Corporate Items

The following table reconciles our consolidated segment contribution discussed above to consolidated net income including items that affect our consolidated financial results but are not allocated among segments. Prior period amounts have been recast to conform to the current period presentation. See Note 11: Segment Information of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.”


	Three Months Ended March 31,				Change
(in thousands)	2026		2025

Segment contribution	$	106,008	$	62,830	69%
Corporate expenses (income):
General and administrative	34,488		25,100		37%
Depreciation and amortization	3,372		3,349		1%

Interest expense	8,354		3,281		155%
Interest income	(2,587)		(1,875)		38%
Equity in net income of unconsolidated affiliates	(1,166)		(1,505)		(23)%
Other (income) expense	(1,939)		68		*
Income before income taxes	65,486		34,412		90%
Income tax expense	15,902		9,022		76%
Consolidated net income	$	49,584	$	25,390	95%


*			Represents a percentage computation that is not mathematically meaningful.

Segment contribution increased $43.2 million or 69% over the prior year quarter, primarily due to improved operating results from the U.S. Pawn and Latin America Pawn segments, and the acquisition of SMG in the second quarter of fiscal 2026.

General and administrative expense increased $9.4 million or 37%, primarily due to labor costs (including higher incentive compensation) and expenses associated with SMG.

Interest expense increased $5.1 million or 155%, primarily driven by the issuance of 2032 Senior Notes in the second quarter fiscal 2025.

Other (income) expense improved $2.0 million primarily due to the non-cash gain on remeasurement of our previously held equity interest in Founders, in connection with the January 2, 2026 acquisition.

Income tax expense increased $6.9 million primarily due to an increase in income before taxes of $31.1 million.

Income tax expense includes other items that do not necessarily correspond to pre-tax earnings and create volatility in our effective tax rate. These items include the net effect of state taxes, non-deductible items and the foreign rate differential. See Annual Report on Form 10-K for the year ended September 30, 2025, Note 10: Income Taxes of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplemental Data” for quantification of these items.

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Six Months Ended March 31, 2026 vs. Six Months Ended March 31, 2025

The tables below and discussion that follows should be read in conjunction with the accompanying condensed consolidated financial statements and related notes.

U.S. Pawn

The following table presents selected summary financial data for the U.S. Pawn segment:


	Six Months Ended March 31,						Change
(in thousands)	2026			2025

Gross profit:
Pawn service charges	$	193,944		$	175,424		11%

Merchandise sales	266,926			245,715			9%
Merchandise sales gross profit	101,592			89,387			14%
Gross margin on merchandise sales	38.1		%	36.4		%	170bps

Jewelry scrap sales	91,005			32,396			181%
Jewelry scrap sales gross profit	34,983			7,193			*
Gross margin on jewelry scrap sales	38.4		%	22.2		%	1,620bps

Other revenues	61			51			20%
Gross profit	330,580			272,055			22%

Segment operating expenses:
Store expenses	176,148			163,199			8%

Depreciation and amortization	5,532			5,399			2%
Loss on sale or disposal of assets and other	87			17			*
Segment operating contribution	148,813			103,440			44%

Other segment income	—			(7)			(100)%
Segment contribution	$	148,813		$	103,447		44%

Other data:
Average monthly ending pawn loan balance per store (a)	$	426		$	396		8%
Monthly average yield on pawn loans outstanding	14		%	14		%	(20)bps


*			Represents a percentage computation that is not mathematically meaningful.

(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.

Pawn service charges increased 11% as a result of higher average PLO.

Merchandise sales increased 9%, and merchandise sale gross margin increased 170 bps.

Jewelry scrap sales increased 181%, and jewelry scrap sales gross margin increased from 22% to 38% due to increase in gold price and jewelry purchases.

Store expenses increased 8% (6% on a same-store basis), primarily due to increased labor, in line with store activity.

Segment contribution increased $45.4 million, or 44%, primarily due to the changes described above.

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Latin America Pawn

The following table presents selected summary financial data our Latin America Pawn segment, including constant currency results, after translation to U.S. dollars from functional currencies. See “Results of Operations — Non-GAAP Constant Currency and Same-Store Financial Information” above.


	Six Months Ended March 31,
(in thousands)	2026 (GAAP)			2025 (GAAP)			Change (GAAP)	2026 (Constant Currency)			Change (Constant Currency)

Gross profit:
Pawn service charges	$	74,719		$	57,499		30%	$	68,645		19%

Merchandise sales	139,867			110,095			27%	127,620			16%
Merchandise sales gross profit	47,571			33,044			44%	43,326			31%
Gross margin on merchandise sales	34.0		%	30.0		%	400bps	33.9		%	390bps

Jewelry scrap sales	11,034			5,274			109%	9,870			87%
Jewelry scrap sales gross profit	3,964			1,226			223%	3,535			188%
Gross margin on jewelry scrap sales	35.9		%	23.2		%	1,268bps	35.8		%	1,257bps

Other revenues, net	33			32			3%	29			(9)%
Gross profit	126,287			91,801			38%	115,535			26%

Segment operating expenses:
Store expenses	82,129			58,804			40%	74,700			27%
Depreciation and amortization	5,268			4,035			31%	4,827			20%
Loss on sale or disposal of assets and other	—			8			(100)%	—			(100)%
Segment operating contribution	38,890			28,954			34%	36,008			24%

Other segment income	(366)			(208)			76%	(134)			(36)%
Segment contribution	$	39,256		$	29,162		35%	$	36,142		24%

Other data:
Average monthly ending pawn loan balance per store (a)	$	96		$	81		19%	$	87		7%
Monthly average yield on pawn loans outstanding	16		%	16		%	(22)bps	16		%	—bps


*			Represents a percentage computation that is not mathematically meaningful.
(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.


	2026 Change (GAAP)	2026 Change (Constant Currency)
Same-store data:
PLO	25%	15%
PSC	20%	11%
Merchandise Sales	18%	8%
Merchandise Sales Gross Profit	35%	23%
Store Expenses	29%	17%

During the six months ended March 31, 2026, net store count increased by 25 due to the acquisition of 14 stores and the opening of 11 de novo stores.

PSC increased 30% to $74.7 million (19% to $68.6 million on a constant currency basis) as a result of higher average PLO and new stores.

Merchandise sales increased 27% (16% on a constant currency basis) and 18% on a same-store basis (8% on a constant currency basis). Merchandise sales gross margin increased 400 bps to 34% from 30%.

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Jewelry scrap sales increased 109% (87% constant currency basis), and jewelry scrap sales gross margin increased from 23% to 36% due to increase in gold price.

Store expenses increased 40% (27% increase on a constant currency basis) and increased by 29% on a same-store basis (17% increase on a constant currency basis). The constant currency increase was primarily due to increased labor, in line with store activity and minimum wage increases.

Segment contribution increased $10.1 million, or 35% ($7.0 million, or 24%, on a constant currency basis), due to the changes noted above.

SMG


	Six Months Ended March 31,
(in thousands)	2026

Gross profit:
Pawn service charges	$	14,382

Merchandise sales	17,819
Merchandise sales gross profit	5,905
Gross margin on merchandise sales	33.1		%

Jewelry scrap sales	19,110
Jewelry scrap sales gross profit	5,850
Gross margin on jewelry scrap sales	30.6		%


Gross profit	26,137

Segment operating expenses:
Store expenses	16,614

Depreciation and amortization	674



Segment operating contribution	8,849

Other expense (income)	38
Segment contribution	$	8,811

Other data:
Average monthly ending pawn loan balance per store (a)	$	319
Monthly average yield on pawn loans outstanding	14		%



(a)			Balance is calculated based upon the average of the monthly ending balances during the applicable period.

Pawn service charges were $14.4 million, and merchandise sales gross profit was $5.9 million.

Jewelry scrap sales gross profit was $5.9 million, reflecting a gross margin of 31%.

Store expenses were $16.6 million.

Segment contribution was $8.8 million, reflecting SMG operating results from the January 2, 2026 consolidation date through March 31, 2026.

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Corporate Items


	Six Months Ended March 31,				Change
(in thousands)	2026		2025

Segment contribution	$	196,880	$	132,609	48%
Corporate expenses (income):
General and administrative	61,231		49,284		24%
Depreciation and amortization	6,870		6,921		(1)%

Interest expense	16,520		6,428		157%
Interest income	(7,401)		(3,968)		87%
Equity in net income of unconsolidated affiliates	(2,989)		(2,980)		—%
Other (income) expense	(2,008)		1,128		(278)%
Income before income taxes	124,657		75,796		64%
Income tax expense	30,769		19,390		59%
Consolidated net income	$	93,888	$	56,406	66%


*			Represents a percentage computation that is not mathematically meaningful.

Segment contribution increased $64.3 million or 48% over the prior year period, primarily due to improved operating results of the U.S. Pawn and Latin America Pawn segments, and the acquisition of SMG in the second quarter of fiscal 2026.

General and administrative expenses increased $11.9 million or 24%, primarily due to labor costs (including higher incentive compensation) and expenses associated with SMG.

Interest expense increased $10.1 million or 157%, primarily driven by the issuance of 2032 Senior Notes in the second quarter fiscal 2025.

Interest income increased $3.4 million or 87%, primarily due to an increase in the average Cash and cash equivalents held during the period as compared to the prior period.

Other (income) expense improved $3.1 million primarily due to the non-cash gain on remeasurement of our previously held equity interest in Founders, in connection with the January 2, 2026 acquisition.

Income tax expense increased $11.4 million, primarily due to an increase in income before income taxes of $48.9 million for the six months ended March 31, 2026 compared to the same period in the prior year.

Liquidity and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents balance was $354.2 million at March 31, 2026 compared to $469.5 million at September 30, 2025. Our cash and equivalents are primarily held in cash depository accounts with banks in geographies we operate or invested in high quality, short-term liquid investments. The decrease in cash and cash equivalents is primarily driven by the retirement of SMG’s existing third-party indebtedness and cash used for acquisitions.

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Cash Flows

The table and discussion below presents a summary of the selected sources and uses of our cash:


	Six Months Ended March 31,				Percentage Change
(in thousands)	2026		2025

Net cash provided by operating activities	$	87,609	$	62,928	39%
Net cash used in investing activities	(57,590)		(14,781)		290%
Net cash (used in) provided by financing activities	(145,049)		286,456		(151)%
Effect of exchange rate changes on cash and cash equivalents and restricted cash	379		328		16%
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(114,651)	$	334,931	(134)%


*			Represents a percentage computation that is not mathematically meaningful.

The $24.7 million increase in cash flows provided by operating activities year-over-year was primarily due to an increase in net income and non-cash adjustments, partially offset by changes in working capital.

The $42.8 million increase in cash flows used in investing activities year-over-year was primarily due to a $39.1 million increase in net pawn lending outflows and a $45.3 million increase in net cash flows used related to acquisitions, investments and capital expenditures, partially offset by a $41.6 million increase in cash inflows from the sale of forfeited collateral.

In the six months ended March 31, 2026, cash used in financing activities was driven primarily by the retirement of SMG’s existing third-party indebtedness. In the comparable prior year-period, cash provided by financing activities consisted primarily of proceeds from the issuance of the 2032 Senior Notes, partially offset by debt issuance costs paid in connection with that offering.

The net effect of these changes was a $114.7 million decrease during the current year to date period, resulting in a $370.1 million ending cash, cash equivalents and restricted cash balance.

Sources and Uses of Cash

On November 11, 2025, the Board approved a new share repurchase program which replaced the previous program that expired on May 3, 2025. Under the new program, we are authorized to repurchase up to $50 million of our Class A Non-Voting common shares over the next three years (the “2026 Common Stock Repurchase Program”). During the six months ended March 31, 2026, the Company repurchased and retired 155,838 of our Class A Common Stock for $4.0 million under the 2026 Common Stock Repurchase Program. See Note 9 of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.”

We anticipate that cash flows from operations and cash on hand will be adequate to fund ongoing operations, current debt service requirements, tax payments, any future stock repurchases, strategic investments, our contractual obligations, planned de novo store growth, capital expenditures and working capital requirements through the next twelve months. We continue to explore acquisition opportunities, both large and small, and may choose to pursue additional debt, equity or equity-linked financings in the future should the need arise. Depending on the level of acquisition activity and other factors, our ability to repay our longer term debt obligations, including the convertible debt maturing in December 2029 and the senior notes due April 2032, may require us to refinance these obligations through the issuance of new debt securities, equity securities, convertible securities or through new credit facilities.

Contractual Obligations

There have been no material changes to the contractual obligations disclosed in “Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended September 30, 2025.

Recently Adopted Accounting Policies and Recently Issued Accounting Pronouncements

See Note 1 of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.” of this Quarterly Report for recently issued accounting pronouncements including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

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Cautionary Statement Regarding Risks and Uncertainties that May Affect Future Results

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend that all forward-looking statements be subject to the safe harbors created by these laws. All statements, other than statements of historical facts, regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives are forward-looking statements. These statements are often, but not always, made with words or phrases like “may,” “should,” “could,” “will,” “predict,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “projection” and similar expressions. Such statements are only predictions of the outcome and timing of future events based on our current expectations and currently available information and, accordingly, are subject to substantial risks, uncertainties and assumptions. Actual results could differ materially from those expressed in the forward-looking statements due to a number of risks and uncertainties, many of which are beyond our control. In addition, we cannot predict all of the risks and uncertainties that could cause our actual results to differ from those expressed in the forward-looking statements. Accordingly, you should not regard any forward-looking statements as a representation that the expected results will be achieved. Important risk factors that could cause results or events to differ from current expectations are identified and described in “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2025 and “Part II, Item 1A — Risk Factors” of this Report.

We specifically disclaim any responsibility to publicly update any information contained in a forward-looking statement except as required by law. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates, gold values and foreign currency exchange rates, and are described in detail in “Part II, Item 7A — Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the year ended September 30, 2025. There have been no material changes in our reported market risks or risk management policies since the filing of our Annual Report on Form 10-K for the year ended September 30, 2025.

ITEM 4. CONTROLS AND PROCEDURES

This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Our principal executive officer and principal financial officer have concluded that as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure

The Company acquired a controlling interest in Founders One, LLC on January 2, 2026 and 12 pawn stores in Texas in a purchase business combination completed on January 12, 2026. As discussed in SEC staff guidance, a company may conclude it will exclude acquired businesses from the assessment of internal control over financial reporting during the first year after completion of an acquisition. In light of the overlap between a company’s disclosure controls and procedures and its internal control over financial reporting, the evaluation of disclosure controls and procedures may also exclude an assessment of the disclosure controls and procedures of the acquired entity that are subsumed in internal control over financial reporting. In consideration of the SEC staff guidance, we excluded these acquisitions from our assessment of the effectiveness of disclosure controls and procedures as of March 31, 2026. The total assets and total revenues excluded from our assessment represented 16% and 12% of the Company’s consolidated total assets and consolidated total revenues, respectively, as of and for the three months ended March 31, 2026.

Changes in Internal Control Over Financial Reporting

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There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 10: Commitments And Contingencies of Notes to Condensed Consolidated Financial Statements included in “Part I, Item 1 — Financial Statements.”

ITEM 1A. RISK FACTORS

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2025, as supplemented by the information set forth below.

Our use of artificial intelligence subjects us to incremental risks, which could adversely affect our financial condition and results of operations.

In the course of conducting our business, we utilize artificial intelligence (“AI”) and machine learning technologies (collectively, "AI Technologies"). Our use, non-use, misapplication of or failure to extract value from AI Technologies could negatively impact our financial position, results of operations, business prospects or reputation.

AI Technologies may generate incomplete, inaccurate or misleading outputs. Our integration of AI Technologies into our internal processes, systems, and operations may be delayed or unsuccessful, which could negatively affect our ability to enhance existing products or develop new products and could result in increased costs and system or other failures. If our competitors are able to deploy AI Technologies faster, more efficiently or more effectively, we may lose competitive advantage or market share. Also, our reputation or competitive position could also be adversely impacted if our use of AI Technologies becomes controversial. Evolving laws, regulatory frameworks, and advancements related to AI Technologies may impose incremental compliance burdens or expose us to liability. Our use of AI Technologies could inadvertently result in discriminatory or unfair outcomes, which could result in regulatory scrutiny, litigation or reputational harm.

We have programs in place to detect, contain, and respond to cybersecurity incidents; however, our use of AI Technologies may heighten our exposure to cybersecurity risks, including potential cyber-attacks, data breaches or misuse of data. As AI Technologies evolve, potential cyber-attacks may become more frequent or sophisticated and we may not be able to anticipate, prevent or detect security incidents or cyber-attacks.

We rely on third-party vendors for AI Technologies, and our business could be negatively impacted if the vendors or AI Technologies become unavailable, fail or are ineffective or otherwise flawed.

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ITEM 2. Unregistered Sale of Equity Security and Use of Proceeds

The table below provides certain information about our repurchase of shares of Class A Non-voting Common Stock during the quarter ended March 31, 2026.


	Share Repurchases
	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
	(in thousands, except number of shares and average price information)
January 1, 2026 through January 31, 2026	—	$	—	—	$	50,000
February 1, 2026 through February 28, 2026	61,441	$	25.19	61,441	$	48,452
March 1, 2026 through March 31, 2026	94,397	$	25.98	94,397	$	46,000
Quarter ended March 31, 2026	155,838	$	25.67	155,838	$	46,000

(1) In November 2025, the Board of Directors approved a share repurchase program, under which we were authorized to repurchase up to $50.0 million of our Class A Non-Voting common shares over a three-year period. All repurchases under this program were in open market transactions at prevailing market prices and were executed pursuant to a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934. Execution of the program will be responsive to fluctuating market conditions and valuations, liquidity needs and the expected return on investment compared to other opportunities.

ITEM 5. Other Information

Insider Trading Arrangements

On March 4, 2026, Pablo Lagos Espinosa, Director, as sole beneficial owner of Lakeside Growth Enterprises, LP, entered into a prearranged trading plan to sell up to 20,000 shares of the Company’s Class A Non-Voting Common Stock, structured as 10,000 shares between June 5, 2026 and June 4, 2027 and 10,000 shares between July 6, 2026 and June 4, 2027, pursuant to the terms of the plan. The plan is designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company’s policies regarding stock transactions.

Other than as described above, no Director or Executive Officer adopted, modified or terminated any contract, instruction, written plan or other trading arrangement relating to the purchase or sale of Company securities during the fiscal quarter ended March 31, 2026.

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ITEM 6. EXHIBITS

The following exhibits are filed with, or incorporated by reference into, this report.

Incorporated by Reference

Filed Herewith

Exhibit

Description of Exhibit

Form

File No.

Exhibit

Filing Date

31.1

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1†

Certifications of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350

101.INS

Inline XBRL Instance Document (the instance document does not appear in the interactive data files because the XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File in Inline XBRL format (contained in Exhibit 101)

___________________________


†			The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		EZCORP, INC.

Date:	May 6, 2026	/s/ Timothy K. Jugmans
		Timothy K. Jugmans, Chief Financial Officer

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