NASDAQ: FCFS FirstCash Holdings, Inc. 8-K

FirstCash to acquire U.K. pawn operator Ramsdens for $273M cash, adding 174 stores

Filed June 23, 2026 · Period ending June 23, 2026 · ~2 min read

Key Changes

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FirstCash agreed to acquire Ramsdens Holdings plc for approximately $273M (£206M) in cash, paying 600 pence per share plus a 9 pence interim dividend. The deal adds 174 U.K. stores to FirstCash's existing H&T operations, creating a combined U.K. footprint of nearly 470 locations.

Item 8.01 verify on EDGAR →
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Ramsdens generated $200M in revenue and $40M in adjusted EBITDA for the trailing twelve months ended March 31, 2026. FirstCash expects the acquisition to be accretive to both EBITDA and EPS.

Exhibit 99.1 view on EDGAR →
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FirstCash secured a £218M bridge loan facility to backstop acquisition financing, though the company expects to draw on its existing U.S. revolving credit facility instead. The bridge facility serves primarily to satisfy U.K. takeover code requirements for certain funds.

Item 8.01 verify on EDGAR →
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The transaction requires Ramsdens shareholder approval (majority in number representing at least 75% in value of shares voted), U.K. High Court sanction, and regulatory clearances from the Financial Conduct Authority and Competition and Markets Authority. Closing is expected in the second half of 2026.

Item 8.01 verify on EDGAR →
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Ramsdens operates a diversified business model across pawnbroking, foreign currency exchange, precious metals purchasing, and jewelry retail through 174 physical stores and digital channels, employing 877 people.

Exhibit 99.1 view on EDGAR →

Summary

FirstCash Holdings announced a definitive agreement to acquire Ramsdens Holdings plc, a U.K.-based pawn operator, for approximately $273 million in cash. The all-cash transaction values Ramsdens at 609 pence per share (600 pence plus a 9 pence interim dividend) and has been unanimously approved by both boards.

The acquisition adds 174 stores across England, Scotland, and Wales to FirstCash's existing U.K. operations (H&T), creating a combined footprint of nearly 470 locations with limited geographic overlap. Ramsdens generated $200 million in revenue and $40 million in adjusted EBITDA over the trailing twelve months ended March 31, 2026.

FirstCash expects the transaction to be accretive to both EBITDA and earnings per share, strengthening its position as the largest publicly traded pawn platform globally across the U.S., Latin America, and the U.K. The company has secured a £218 million bridge loan facility to backstop financing, though it expects to draw on its existing U.S. revolving credit facility instead. The transaction is subject to Ramsdens shareholder approval (requiring a majority in number representing at least 75% in value of shares voted), U.K. High Court sanction, and regulatory clearances from the Financial Conduct Authority and Competition and Markets Authority. Closing is expected in the second half of 2026. The acquisition expands FirstCash's international scale and is expected to unlock growth opportunities through additional capital for pawn lending and potential geographic expansion in the U.K. market.

Section-by-Section Diff

Event · Exhibit 99.1

~3,600 words View exhibit on EDGAR ↗

FirstCash to acquire U.K. pawn operator Ramsdens for ~$273M cash, adding 174 stores and expected to be accretive to EBITDA and EPS.

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Added Ramsdens financial performance high

Added in current filing · view on EDGAR →

Trailing Twelve Months Ended March 31, 2026 (USD) (1) · Revenue $ 200 million | · Net income $ 26 million | · Adjusted EBITDA (2) $ 40 million (1) Amounts presented on an IFRS basis in USD using a GBP/USD average exchange rate over the period of 1.34. (2) Calculated as reported EBITDA less expenses related to depreciation of the right-of-use assets and interest on lease liabilities, which are treated as “rent expenses" for compatibility to FirstCash’s reported Adjusted EBITDA.

Ramsdens generated $200 million in revenue, $26 million in net income, and $40 million in adjusted EBITDA for the trailing twelve months ended March 31, 2026. These figures are presented on an IFRS basis converted to USD at an average exchange rate of 1.34 GBP/USD. The adjusted EBITDA metric has been calculated to align with FirstCash's reporting methodology by treating lease-related depreciation and interest as rent expenses.

Added Transaction structure and timing medium

Added in current filing · view on EDGAR →

The acquisition has been unanimously approved by the Boards of Directors of both FirstCash and Ramsdens. The transaction is subject to approval by Ramsdens’ shareholders and customary regulatory approvals in the United Kingdom. The transaction is expected to close by the end of 2026, subject to receipt of these approvals and the satisfaction of other customary closing conditions.

Both boards have unanimously approved the transaction. Closing is expected by the end of 2026, subject to Ramsdens shareholder approval and customary U.K. regulatory approvals. The acquisition will be implemented via a court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006, or alternatively by way of a takeover offer.

Added Strategic rationale high

Added in current filing · view on EDGAR →

The acquisition of Ramsdens, which operates 174 pawn locations across England, Scotland and Wales, expands FirstCash’s geographic footprint in the U.K. and provides enhanced scale, operating efficiencies and long-term growth opportunities in the market. This combination further builds FirstCash as the largest publicly traded pawn platform in the United States, Latin America and the United Kingdom and is expected to drive further long-term revenue and earnings growth.

The acquisition strengthens FirstCash's position as the largest publicly traded pawn platform globally across the U.S., Latin America, and the U.K. The combination creates a scaled U.K. platform with nearly 470 stores (combining Ramsdens' 174 locations with FirstCash's existing H&T operations) with limited geographic overlap. FirstCash expects the transaction to be accretive to both EBITDA and EPS, and to unlock growth opportunities through additional capital for pawn lending and potential geographic expansion.

Added Ramsdens business model medium

Added in current filing · view on EDGAR →

Ramsdens is a U.K.-based diversified provider of financial services and a retail operator, serving customers primarily through a nationwide estate of high street stores and complementary online channels. Ramsdens primarily operates across the following business segments: ·Pawnbroking – provision of short-term, asset backed loans secured against customer assets, predominantly jewelry and watches; ·Foreign currency exchange – the purchase and sale of foreign currency notes, together with the provision of travel money products including multi-currency cards and international transfers; ·Purchase of precious metals – acquisition of gold and other valuables from customers, with subsequent resale into wholesale or bullion markets; and ·Jewelry retail – sale of new and pre-owned jewelry and watches through the Ramsdens Group’s store network and online channels. These activities are delivered through a combination of physical stores, of which there are currently 174 across the U.K., and a growing digital platform, providing Ramsdens with a diversified and complementary income base. Ramsdens currently employs 877 employees across its operations.

Ramsdens operates a diversified business model across four segments: pawnbroking (short-term loans secured by jewelry and watches), foreign currency exchange (travel money products and international transfers), precious metals purchasing (gold and valuables for wholesale resale), and jewelry retail (new and pre-owned items). The company serves customers through 174 physical stores across the U.K. plus digital channels, employing 877 people.

Event · Item 8.01 — Other Events

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FirstCash subsidiary Bidco announced a £609 pence/share cash acquisition of UK pawnbroker Ramsdens, expected to close H2 2026.

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Added Ramsdens acquisition announcement high

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the board of directors of Bidco (the “Bidco Board”) and the board of directors of Ramsdens (the “Ramsdens Board”) had reached agreement on the terms of a final* recommended cash offer by Bidco for the entire issued and to be issued share capital of Ramsdens (the “Acquisition”).

FirstCash's subsidiary Bidco has agreed to acquire all shares of Ramsdens Holdings PLC, a UK-based pawnbroker and financial services company. The Ramsdens board has recommended the offer to shareholders. This represents a strategic expansion of FirstCash's international footprint in the pawn and consumer lending sector.

Added Acquisition price and structure high

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Under the terms of the Acquisition, Ramsdens shareholders will be entitled to receive 609 pence in cash for each Ramsdens share held, comprising (i) 600 pence in cash from Bidco and (ii) permitted dividends of 9 pence per share due to be paid on October 9, 2026.

The all-cash offer values each Ramsdens share at 609 pence (600 pence from Bidco plus a 9 pence dividend). The acquisition will be implemented via a court-sanctioned scheme of arrangement under UK law, requiring approval by a majority in number of Ramsdens shareholders representing at least 75% in value of shares voted, plus High Court sanction and regulatory approvals from the UK Financial Conduct Authority and Competition and Markets Authority.

Added Acquisition timeline and conditions medium

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Subject to the satisfaction or waiver of all relevant conditions, it is expected that the Acquisition will be completed in the second half of 2026.

The transaction is expected to close in the second half of 2026, subject to shareholder approval, court sanction, regulatory clearances, and the scheme becoming effective before December 31, 2026. The offer price is final and will not be increased except in the event of a competing bid or with regulatory consent in exceptional circumstances.