DEF 14A of FirstCash Holdings, Inc., Apr 28, 2026

DEF 14A of FirstCash Holdings, Inc.

Filed Apr 28, 2026 · FY20250001104659-26-049885

Open on EDGAR

  1. TABLE OF CONTENTS

    | General Information | 1 | | Proposal 1 Election Of Directors | 4 | | Corporate Governance, Board Matters And Director Compensation | 6 | | Sustainability and Corporate Responsibility | 16 | | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters | 18 | | Compensation Committee Interlocks And Insider Participation | 19 | | Certain Relationships And Related Person Transactions | 20 | | Audit Committee Report | 20 | | Proposal 2 Ratification Of Independent Registered Public Accounting Firm | 21 | | Equity Compensation Plan Information | 22 | | Executive Officers | 23 | | Executive Compensation | 25 | | Proposal 3 Advisory Vote To Approve The Compensation of The Company’s Named Executive Officers | 61 | | Proposal 4 Approval of the Reincorporation of the Company to the State of Texas by Conversion | 63 | | Other Matters | 98 | | Cost Of Solicitation | 98 | | Householding Of Proxy Materials | 98 | | Stockholder Proposals | 99 | | Appendix A – Plan of Conversion | A-1 | | Appendix B – Texas Reincorporation Resolutions | B-1 | | Appendix C – Texas Charter | C-1 | | Appendix D – Texas Bylaws | D-1 | | Appendix E – Delaware Charter | E-1 | | Appendix F – Delaware Bylaws | F-1 | | Appendix G – Non-GAAP Financial Information | G-1 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The bylaws of the Company (the “bylaws”) provide that the Board of Directors will determine the number of directors but shall consist of at least one director and no more than 15 directors. Currently, the number of directors is set at a total of eight directors. The stockholders of the Company elect the directors. At each annual meeting of the stockholders of the Company, successors of the class of directors whose term expires at the annual meeting will be elected for a three-year term. Any director elected to fill a vacancy or newly-created directorship resulting from an increase in the authorized number of directors shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors, however resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted for the election of the nominees listed herein. Although the Board of Directors does not contemplate that the nominees will be unable to serve, if such a situation arises prior to the Annual Meeting, the person named in the enclosed proxy will vote for the election of such other person as may be nominated by the Board of Directors. The Board of Directors currently consists of eight directors, six of whom are independent, as follows:

  3. ELECTION OF DIRECTORS

    | Name | Age | Principal Occupation | Independence Status | | Daniel R. Feehan | 75 | Chairman of the Board, FirstCash Holdings, Inc. | Employee | | Rick L. Wessel | 67 | Vice-Chairman of the Board and CEO, FirstCash Holdings, Inc. | Employee | | Mikel D. Faulkner | 76 | Former Executive Chairman, Nautilus Marine Services PLC | Lead Independent Director | | Daniel E. Berce | 72 | Former President and CEO, General Motors Financial Company, Inc. | Independent Director | | Marthea Davis | 47 | Founder and Principal, Macgregor Strategies, LLC | Independent Director | | Paula K. Garrett | 65 | Former Vice-President of Finance, Operations and Information System Technology for the Latin America Region, Mary Kay, Inc. | Independent Director | | James H. Graves | 77 | Managing Director and Partner, Erwin, Graves & Associates, LP | Independent Director | | Randel G. Owen | 67 | Former President and CEO, Global Medical Response | Independent Director |

  4. ELECTION OF DIRECTORS

    Biographical information for the directors is as follows: Daniel R. Feehan has served as chairman of the Board of Directors of FirstCash since the Company’s 2016 merger (the “Merger”) with Cash America International, Inc. (“Cash America”). Previously, Mr. Feehan served as a director and executive chairman of Cash America from November 1, 2015 until the Merger. Mr. Feehan served as the chief executive officer of Cash America from February 2000 to November 2015. Prior to that, Mr. Feehan served in other executive management roles at Cash America, including president and chief operating officer and chief financial officer, the first of which roles began in 1990. Mr. Feehan currently serves as a director of AZZ Inc. (NYSE: AZZ), a provider of galvanizing and coil coating solutions, and as a director of Enova International, Inc. (NYSE: ENVA), an online lending company that was spun off from Cash America in 2014. Mr. Feehan received a Bachelor of Business Administration degree in Accounting from Texas A&M University and has been recognized as a Distinguished Alumnus of that institution. Rick L. Wessel has served as vice-chairman of the Board of Directors of the Company since September 2016, as chief executive officer since November 2006 and has been a director since November 1992. Mr. Wessel previously served as president from May 1998 to September 2016, chairman of the Board of Directors from October 2010 to September 2016, vice-chairman of the Board of Directors from November 2004 to October 2010, secretary and treasurer of the Company from May 1992 to November 2006 and chief financial officer of the Company from May 1992 to December 2002. Prior to February 1992, Mr. Wessel was employed by Price Waterhouse LLP for approximately nine years. Mikel D. Faulkner was appointed to the Board of Directors in 2009 and has served as the lead independent director since October 2017. From February 2017 to February 2019, Mr. Faulkner served as executive chairman of the board of directors of Nautilus Marine Services PLC, an investment company focused on the global offshore services industry and quoted on the London Stock Exchange (AIM). From 2002 to February 2017, Mr. Faulkner served as executive chairman of the board of directors of Global Energy Development PLC, an international oil and gas exploration company, quoted on the London Stock Exchange (AIM). Mr. Faulkner served as chief executive officer of HKN, Inc. (ASE: HKNI) from 1982 to 2017, chairman of HKN, Inc. from 1991 to 2003 and president and chief executive officer of HKN, Inc. from 2003 to 2017. HKN, Inc., formerly Harken Energy Corporation (NYSE), was an independent energy company. Daniel E. Berce has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 2006 to 2016. Until his retirement in April 2025, Mr. Berce was president and chief executive officer of General Motors Financial Company, Inc. (formerly AmeriCredit Corp.) since its acquisition by General Motors Company in October 2010. Mr. Berce served as AmeriCredit Corp.’s chief executive officer from August 2005 to October 2010, president from April 2003 to October 2010 and vice-chairman and chief financial officer from November 1996 until April 2003. Mr. Berce served as a director at AmeriCredit Corp. from November 1990 to October 2010. Mr. Berce currently serves as chairman of the board of AZZ Inc. (NYSE: AZZ), a provider of galvanizing and coil coating solutions. Marthea Davis was elected to the Board of Directors in June 2022. Ms. Davis is the founder and principal of Macgregor Strategies, LLC, a risk management and corporate communications advisory firm based in Texas. Ms. Davis served in senior director roles at TrailRunner International, a global public relations firm, from 2020 to 2024, EnerGeo Alliance, a global energy trade association, from 2019 to 2020, and Houston First Corporation, a destination marketing and venue management organization, from 2017 to 2019. Ms. Davis worked with legal and corporate trade associations on regulatory and legislative affairs from 2002 to 2017 in Washington, DC, including matters relating to public company financial accountability, financial industry reform, and corporate compliance frameworks. Paula K. Garrett was appointed to the Board of Directors in January 2021. From 2005 until her retirement in 2023, Ms. Garrett served as the vice president of finance, operations and information system technology for the Latin America region of Mary Kay, Inc. (“Mary Kay”), a multibillion-dollar direct selling beauty company. In this role, she led the financial, operational, technology and other market development functions for all of Mary Kay’s Latin America markets, including Mexico, Brazil, Argentina, Uruguay, Colombia and Peru. From 1999 to 2004, Ms. Garrett held roles at Mary Kay as region controller, Latin America and internal audit project manager. Ms. Garrett’s employment experience also includes service as internal audit manager of Oryx Energy Company from 1998 to 1999 and experience in a progression of accounting and internal audit positions from 1984 to 1998. James H. Graves has served as a director of FirstCash since the Merger in 2016 and previously served as a Cash America director from 1996 to 2016. Mr. Graves has served as managing director and partner of Erwin, Graves & Associates, LP, a management consulting firm located in Dallas, Texas, since January 2001. Prior to that, Mr. Graves held various positions, including chief operating officer, with J.C. Bradford & Company, a Nashville-based securities firm. Mr. Graves also worked for Dean Witter Reynolds, Inc. as the head of the energy group and later as head of the industry investment banking groups in New York. Mr. Graves previously served as a director at Hallmark Financial Services, Inc., a publicly traded insurance company, serving from 1995 to June 2022, as a director of Atlantic Capital Bancshares, Inc., a publicly traded bank holding company, serving from 2017 to March 2022, and as a director of Tristate Capital Holdings, Inc., a publicly traded bank holding company, serving from 2011 through July 2015. Randel G. Owen was appointed to the Board of Directors in 2009. From March 2018 to December 2022, Mr. Owen served as president and chief executive officer of Global Medical Response, an industry-leading air, ground, specialty and residential fire services and managed medical transportation organization. From July 1999 to March 2018, Mr. Owen held roles as president of ambulatory services, chief financial officer and executive vice president of Envision Healthcare Corporation, a large, publicly-held healthcare company and national emergency services provider business, and its predecessor companies including American Medical Response (“AMR”) and EmCare Holdings Inc. (“EmCare”). Mr. Owen was appointed executive vice president and chief financial officer of AMR in March 2003. Mr. Owen joined EmCare in July 1999 and served as executive vice president and chief financial officer from June 2001 to March 2003. Before joining EmCare, Mr. Owen was vice president of Group Financial Operations for PhyCor, Inc. from 1995 to 1999. Mr. Owen has more than 40 years of experience in the healthcare industry. There are no family relationships among any directors or executive officers.

  5. CORPORATE GOVERNANCE, BOARD MATTERS AND DIRECTOR COMPENSATION

    CORPORATE GOVERNANCE, BOARD MATTERS AND DIRECTOR COMPENSATION

  6. Directors’ Compensation

    | Name | Fees Earned or Paid in Cash $ | Stock Awards $ | All Other Compensation $ | Total $ | | Daniel R. Feehan (1) | — | — | 450,000 | 450,000 | | Daniel E. Berce | 125,000 | 141,380 | — | 266,380 | | Marthea Davis | 100,000 | 141,380 | — | 241,380 | | Mikel D. Faulkner | 125,000 | 141,380 | — | 266,380 | | Paula K. Garrett | 100,000 | 141,380 | — | 241,380 | | James H. Graves | 120,000 | 141,380 | — | 261,380 | | Randel G. Owen | 115,000 | 141,380 | — | 256,380 |

  7. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Nominating and Corporate Governance Committee will utilize a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee will also consider properly-submitted stockholder nominations for candidates for the Board of Directors. The procedures to be followed by stockholders in submitting such nominations are set forth in the “Stockholder Proposals” section. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

  8. Compensation Program Overview

    | ● | Balancing short- and long-term Company performance with a weighting towards long-term performance; and |

  9. Compensation Program Overview

    | ● | Aligning executives’ interests with those of stockholders through long-term ownership of Company stock. |

  10. Long-Term Total Stockholder Returns

    Long-Term Total Stockholder Returns The outstanding financial results are reflected in strong relative total stockholder returns versus the Company’s peer group and other relevant broad market indices over the most recent 3- and 5- year periods:

  11. Key 2025 Compensation Outcomes

    | Annual Performance Incentive Program Payout - 2025 Performance Period: | Threshold | At or Above Target | Maximum | | Adjusted diluted earnings per share | | | ✓ | | Adjusted EBITDA | | | ✓ | | Net revenue (gross profit) | | | ✓ |

  12. Key 2025 Compensation Outcomes

    | Long-Term Incentive Program Payout - 2023-2025 Performance Period: | Threshold | At or Above Target | Maximum | | Adjusted net income | | | ✓ | | Relative TSR (percentile) | | ✓ | |

  13. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee reviews and administers the compensation program for the Company’s executive officers, including recommending to the Board of Directors for approval the specific compensation of all of the NEOs. Compensation is typically set at the first Compensation Committee meeting each calendar year after reviewing performance for the past year and prospects for the year ahead. The Compensation Committee regularly meets with the CEO, COO and CFO, who provide insight into how individual executives are performing. The Compensation Committee retains broad flexibility in the administration of the Company’s compensation plans. The Compensation Committee has the authority to engage outside advisors to assist the Compensation Committee in the performance of its duties. In particular, the Compensation Committee has sole authority to retain and terminate any compensation consultant to assist in the evaluation of director, CEO or senior executive compensation, including sole authority to approve such consultant’s reasonable fees and other retention terms, all at the Company’s expense. The Compensation Committee’s Use of an Independent Consultant The Compensation Committee retained the services of Pay Governance, an independent compensation advisory firm, to advise the Compensation Committee on various aspects of the Company’s compensation program. The Compensation Committee assessed Pay Governance's independence, as required under Nasdaq listing rules. Based on this review, the Compensation Committee does not believe any conflict of interest existed with the work performed by Pay Governance and considers them to be independent. Pay Governance worked with the Compensation Committee and management to develop the 2025 peer group (“2025 Peer Group”) discussed below, provided benchmark compensation data for the NEOs of the 2025 Peer Group and reviewed recommendations on the structure of the 2025 compensation program, including salaries, target award amounts, maximum payouts and the performance metrics included in the 2025 incentive plans. Additionally, Pay Governance presented to management and the Compensation Committee periodic updates on trends and developments across the executive compensation landscape. Role of the CEO in Executive Compensation Decisions The Company’s CEO works closely with the Compensation Committee, providing his assessment and recommendations on the competitiveness of the programs and the performance of the other NEOs, and makes recommendations for consideration pertaining to the compensation of the NEOs. The Compensation Committee takes these recommendations into consideration and either approves or works with the CEO to develop suitable proposals. The CEO does not, however, participate in decisions about his own compensation. Peer Group Benchmarking The Compensation Committee analyzes the compensation practices of a group of peer companies, consisting of other publicly-traded companies primarily in the pawn, specialty consumer finance, specialty retail, lease-to-own and consumer services industries. All of the peer companies are similar to the Company in market cap and revenue. In determining compensation for its NEOs, each element of the Company’s compensation program is compared against the published compensation data of its 2025 Peer Group and other compensation surveys. The Compensation Committee, while mindful of this peer group and survey data, has not established a specific range of compensation for any element of pay from the peer group, but instead uses the data as a general guideline for discussion and consideration. The overall goal of this process is to enable the Company to provide total compensation opportunities competitive with prevailing practices in the Company’s industry and within the Company’s peer group. The Compensation Committee engaged Pay Governance to help construct the 2025 Peer Group. The following specific factors, among other things, were considered during the construction of the 2025 Peer Group:

  14. Role of the Compensation Committee

    | ● | Peer companies used by proxy advisors for comparison purposes |

  15. Role of the Compensation Committee

    | ● | Peers of current peer companies |

  16. Role of the Compensation Committee

    The Compensation Committee believes the lack of public pawnshop competitors creates difficulty in constructing a direct peer group. Accordingly, the 2025 Peer Group is constructed with input from Pay Governance using a broader group of companies which are generally indicative of the underbanked, cash-constrained and value-conscious retail borrower/consumer that make up the majority of the Company’s customer base and which are also aligned with the Company’s increasing size and complexity. The Company has three primary revenue sources: pawn lending, retail sales from its pawn stores and retail POS payment solutions. For 2025, Foot Locker, Inc. was added as a peer company, while The Aaron’s Company, Inc. was removed because it is now privately held and no longer provides publicly available financial and executive compensation data. The modifications were made to better align the peer group with the Company’s revenues, assets and market capitalization. As a result of these changes, the Company believes that the 2025 Peer Group is aligned with the Company’s industry positioning as described above. The full list of the 2025 Peer Group is as follows:

  17. Role of the Compensation Committee

    | 2025 Peer Group | Geographic Focus | | Pawn and Consumer Finance Companies: | | | Bread Financial Holdings, Inc. | United States and many other countries | | Credit Acceptance Corporation | United States | | Enova International, Inc. | United States, Brazil | | EZCORP, Inc. | United States, Latin America | | OneMain Holdings, Inc. | United States | | SoFi Technologies, Inc. | United States, Latin America, Canada, Hong Kong | | Lease-to-Own and Consumer Services Companies: | | | Green Dot Corporation | United States | | H&R Block, Inc. | United States, Canada, Australia | | PROG Holdings, Inc. | United States | | Upbound Group, Inc. | United States, Canada, Latin America, Puerto Rico | | The Western Union Company | United States and many other countries | | Specialty Retail Companies: | | | Academy Sports and Outdoors, Inc. | United States | | Advance Auto Parts, Inc. | United States, Latin America, Canada, Puerto Rico and other Caribbean islands | | Burlington Stores, Inc. | United States, Puerto Rico | | Five Below, Inc. | United States | | Foot Locker, Inc. | United States and many other countries | | Sally Beauty Holdings, Inc. | North America, Latin America, Europe | | Signet Jewelers Limited | United States, Canada, Europe |

  18. Role of the Compensation Committee

    | | 2025 Peer Group Median | FirstCash | FirstCash Percentile of 2025 Peer Group | | Market cap | $3,273 | $4,636 | 67th | | Revenues | $3,585 | $3,389 | 46th | | Assets | $6,124 | $4,477 | 34th |

  19. Elements of Compensation

    Elements of Compensation The Company’s compensation plan for its NEOs is focused on total direct compensation, which is primarily performance-based and at-risk, with a substantially smaller guaranteed portion. The compensation paid to the CEO, COO and CFO currently includes salary, annual performance-based cash incentives and long-term incentive compensation in the form of performance-based and time-based restricted stock awards. The following table summarizes the key elements of compensation in 2025 for the CEO, COO and CFO:

  20. Elements of Compensation

    | | Salary | Annual Performance Incentive Program (“APIP”) | Long-Term Incentive Program (“LTIP”) | | Form of compensation | Cash | Cash | Equity — Restricted Stock Awards | | Type | Fixed | Performance-based | 50% Performance-based 50% Time-based | | Purpose | Fixed pay | Drive short-term financial performance and growth | Drive long-term growth, align management interests with those of stockholders and promote retention | | Performance period | Ongoing | 1 year | 3 years | | Performance measures | N/A | Adjusted diluted earnings per share Adjusted EBITDA Net revenue | Adjusted net income Relative stockholder return | | Performance determination | Based on performance, experience and expertise | Formulaic | Formulaic |

  21. Elements of Compensation

    Compensation paid to the AFF president includes annual and long-term performance elements structured similarly to the plans outlined above for the CEO, COO and CFO, but with certain performance metrics specific to the retail POS payment solutions segment operating results for which the AFF president is primarily responsible. Compensation paid to the SVP – Latin American Operations includes salary, discretionary cash bonus and long-term incentive compensation in the form of time-based restricted stock awards. The discretionary cash bonus reflects attainment of financial and operational objectives based on subjective input of the CEO which is reviewed by the Compensation Committee. “At-Risk” Pay Mix Over half of the compensation for the Company’s CEO, COO, CFO and AFF president is in the form of at-risk variable compensation. All annual cash awards and 50% of long-term equity awards are variable under objective, performance-based plans, with the only significant element of fixed compensation being each NEO’s salary and the portion of the restricted stock award grant which is time-based. Time-vested equity awards under the long-term incentive plan cliff vest at the end of a three-year period and ultimate value at vesting will reflect the value of the Company’s stock at the time of vesting. The Company does not provide other supplemental retirement plans or other non-qualified plans, which are typically not performance-based. Accordingly, the Company believes the pay mix for the NEOs appropriately aligns their interests with those of its stockholders. The mix of compensation elements at target award levels for the CEO used in 2025 is as follows:

  22. Key Features of the Executive Compensation Program

    | What The Executive Compensation Program Does: | What The Executive Compensation Program Does Not Do: | | Emphasizes an appropriate mix of cash and equity, annual and long-term compensation and fixed and variable pay. For 2025, 100% of the APIP and 50% of the LTIP awards for the CEO, COO, CFO and AFF president are performance-based and use multiple metrics in each plan | Does not provide for annual cash incentive compensation payouts based on a single performance metric, reducing compensation program risk as a result | | Pays senior executives’ salaries commensurate with their backgrounds, years of experience, special skill sets and competitive practice | Does not provide guaranteed salary increases or guaranteed incentive-based or other long-term compensation payouts to executives | | Provides annual cash incentive awards that are tied directly to the Company’s performance, which is based on achievement of target earnings and net revenue metrics | Does not normally contemplate discretionary cash awards to the CEO, COO, CFO and AFF president, but does recognize that there may be situations when judgment can and should be exercised in the context of unusual and unanticipated circumstances | | Caps the maximum annual incentive award and long-term performance award for the CEO, COO, CFO and AFF president and provides minimum performance thresholds below which no incentive awards are granted, serving to manage compensation program risk | Does not provide for automatic minimum payout awards for annual or long-term performance-based awards | | Provides annual grants of long-term performance-based equity awards based on attainment of cumulative long-term growth targets for adjusted net income along with relative total stockholder returns coupled proportionally with time-vested awards Equity awards are forfeited if the executive leaves the Company voluntarily (other than retirement) or is terminated before the vesting date, which is generally three years from the date of grant for the senior executives | Does not dilute the Company’s stockholders with excessive equity grants to employees. The Company’s 2025 “burn rate,” or stock awards granted (assuming achievement of target award outcomes) as a percentage of the weighted-average common shares outstanding, was 0.39% | | Change in control provisions for the senior executive officers have “double-trigger” severance and equity benefits in the event of involuntary termination following a change in control in exchange for a two-year non-compete and non-solicitation agreement | Does not provide for “single-trigger” severance upon a change in control or excise tax gross-up protection for executives in connection with a change in control | | Cash severance payments to senior executive officers for a non-change-in-control termination without cause are capped at 50% of the sum of current salary and average cash bonus over the past three years | Does not provide tax gross-ups for severance payments or any other benefits | | Senior executives participate in the same 401(k) retirement plan as all other domestic employees and receive modest perquisites with a sound business rationale | Does not provide supplemental retirement plans, non-qualified deferred compensation plans or other excessive executive perquisites | | Subjects all incentive-based compensation to a “clawback” policy that requires the Company, in the event of a restatement of its financial results, to recover excess amounts erroneously paid to NEOs | Does not encourage unnecessary or excessive risk-taking as a result of the Company’s compensation policies | | Requires NEOs and directors to meet robust stock ownership guidelines | Does not permit hedging of Company stock unless approved by the Compensation Committee |

  23. Base Salary

    Base Salary The Company offers what it believes to be competitive base salaries to its NEOs. The salary must be sufficient to attract and retain talented executives and provide a secure base of cash compensation. In addition, salary levels for the Company’s NEOs are set at levels the Compensation Committee believes to be, based on its general business experience and review of peer company data, competitive in relation to the salary levels of executive officers in the Company’s peer group, taking into consideration the NEO’s position, tenure, responsibility and need for special expertise. In setting the CEO’s salary in particular, the Compensation Committee believes Mr. Wessel’s long tenure with the Company, including 19 years as the CEO, and the significant complexity of operating over 3,300 pawn locations in six countries along with the AFF business line, warrants a salary above the median for the peer group. Annual salary increases, typically determined in January of each year, are not guaranteed. Salary increases, if any, take into account factors such as the executive’s performance against job expectations, changes in the market, increased job responsibilities and experience. The increases for 2025 were aligned with the overall salary increase budget in 2025 for the entire organization. The following table details each NEO’s salary amounts for 2025, 2024 and 2023:

  24. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company’s short-term incentive plans for the NEOs are intended to drive annual operating and financial results deemed crucial to the Company’s success. Senior Executive APIP The CEO, COO and the CFO are granted opportunities to earn annual cash incentive compensation through the senior executive APIP based upon the achievement of annual performance goals established by the Compensation Committee, which are tied to specified objective performance measures that are designed to reinforce the Company’s focus on growth and profitability. The performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The Company’s level of achievement of the performance goals will result in the payment of a cash incentive award equal to a percentage of the salary of the participating NEO. Under the senior executive APIP, the CEO may earn an annual cash incentive between 0% and 300% of his salary, while the COO and CFO may earn between 0% and 200% of their respective salaries. The target award is 150% of salary for the CEO and 125% of the respective salaries for the COO and CFO. The range of percentages and target awards for each participating NEO are based on the scope of the officer’s responsibilities, internal pay equity and competitive considerations, and is reviewed annually by the Compensation Committee. There were no changes in the range of percentage payouts and target awards for 2025 compared to 2024. The 2025 financial performance measures, weightings and goals were set in late January 2025 using target growth rates over 2024 actual results, as follows (dollars in thousands, except per share amounts):

  25. Short-Term Incentive Compensation

    | Performance Measure | Weighting | 2024 Actual | Target 2025 Growth Rate | 2025 Target | | Adjusted diluted earnings per share | 37.5% | $6.70 | 10% | $7.35 | | Adjusted EBITDA | 37.5% | $558,437 | 5% | $588,000 | | Net revenue (gross profit) | 25.0% | $1,629,532 | 1% | $1,645,000 |

  26. Short-Term Incentive Compensation

    The target growth rates for 2025 were reflective of anticipated revenue and earnings growth in the U.S. and Latin American pawn segments, partially offset by foreign exchange rate headwinds for Latin America and the loss of certain key merchant partners of AFF due to bankruptcies. The Compensation Committee believes the nature and weighting of the performance measures should provide an appropriate mix of short-term targets directed primarily at earnings growth:

  27. Short-Term Incentive Compensation

    | ● | Adjusted diluted earnings per share represents the performance metric which the Compensation Committee believes is most closely correlated to stockholder returns over a one-year period. |

  28. Short-Term Incentive Compensation

    | ● | Adjusted EBITDA also measures the achievement of earnings targets but excludes the impact of share issuances/repurchases, financing activities, income taxes and non-cash depreciation/amortization expenses, resulting in a more precise measure of pure operating profitability. |

  29. Short-Term Incentive Compensation

    | ● | Net revenue measures both the amount and quality of top-line revenue growth, as it includes a profitability component (gross profit), which includes the impact of cost of goods sold, lease-to-own depreciation expense and lease and loan loss provisioning. |

  30. Short-Term Incentive Compensation

    The following table sets forth the threshold, target and maximum performance goals for each performance measure and the actual performance achieved during 2025 (dollars in thousands, except per share amounts):

  31. Short-Term Incentive Compensation

    | | 2025 Performance Ranges | | | 2025 Actual | 2025 Actual Performance As % of | | Performance Measure | Threshold | Target | Maximum | Performance | Target | | Adjusted diluted earnings per share | $6.91 | $7.35 | $7.79 | $8.76 | 119.2% | | Adjusted EBITDA | $553,000 | $588,000 | $624,000 | $698,389 | 118.8% | | Net revenue (gross profit) | $1,546,000 | $1,645,000 | $1,744,000 | $1,840,607 | 111.9% |

  32. Short-Term Incentive Compensation

    The Compensation Committee believes the amounts earned under the 2025 senior executive APIP appropriately reflect the Company’s continued expansion and strong operating results for 2025:

  33. Short-Term Incentive Compensation

    | ● | Segment level earnings in 2025 for the existing U.S. and Latin America Pawn segments increased 14% and 18%, respectively, over prior year, while earnings for AFF increased 31%. |

  34. Short-Term Incentive Compensation

    | ● | The August 2025 acquisition of H&T established a new U.K. pawn segment and generated an additional $52 million of segment earnings in 2025. |

  35. Short-Term Incentive Compensation

    | ● | Consolidated adjusted diluted earnings per share was $8.76 per share, an increase of 31% over the prior year, which represented achievement at the maximum payout percentage. |

  36. Short-Term Incentive Compensation

    | ● | Adjusted EBITDA was $698 million, an increase of 25% over the prior year, which represented achievement at the maximum payout percentage. |

  37. Short-Term Incentive Compensation

    | ● | Net revenue was $1.8 billion, an increase of 13% over the prior year, which represented achievement at the maximum payout percentage. |

  38. Short-Term Incentive Compensation

    The following table sets forth the threshold, target and maximum percentages of each eligible NEO’s salary available to be earned, the percentage of each participant’s salary earned based on the actual performance achieved and the actual award paid in total for the three performance measures described above:

  39. Short-Term Incentive Compensation

    | | | | | Award Earned Based on Actual | Cash Incentive Award Earned Based on | | | Potential Award (% of Salary) | | | Performance | Actual | | NEO | Threshold | Target | Maximum | (% of Salary) | Performance | | Rick L. Wessel, CEO | 25% | 150% | 300% | 300% | $4,358,838 | | T. Brent Stuart, COO | 25% | 125% | 200% | 200% | $1,795,184 | | R. Douglas Orr, CFO | 25% | 125% | 200% | 200% | $1,615,546 |

  40. Short-Term Incentive Compensation

    Summary of Historical Payout Results of the Senior Executive APIP The Compensation Committee believes the historical payouts under the senior executive APIP demonstrate sufficient rigor in its annual goal-setting process. Over the past five years:

  41. Short-Term Incentive Compensation

    | ● | The average payout to the CEO was 241% of salary, compared to a target payout of 150% and a maximum payout of 300%. |

  42. Short-Term Incentive Compensation

    | ● | The average payout to the COO and CFO was 168% of salary, compared to a target payout of 125% and a maximum payout of 200%. |

  43. Short-Term Incentive Compensation

    | ● | The maximum payout was achieved only once, in 2025, during the five-year period. |

  44. Short-Term Incentive Compensation

    The following chart details the actual award percentage payout over the past five years to the CEO, COO and CFO (shown as percentage of base salary): AFF President Annual Performance-Based Incentive Compensation The compensation program for the AFF president provides him the opportunity to earn annual cash incentive compensation based upon the achievement of annual performance goals tied to specified objective performance measures weighted equally between the performance of the AFF segment and the Company’s consolidated performance results. The performance targets are established by the Compensation Committee using the Company’s annual operating plan prepared by management and reviewed and approved by the Board of Directors at the beginning of each year. The AFF president may earn an annual cash incentive between 0% and 200% of his salary based on the level of achievement of the performance goals, with a target award equal to 125% of his salary. In January 2025, the Compensation Committee established the following performance measures and weightings for the AFF president’s annual cash incentive compensation:

  45. Short-Term Incentive Compensation

    | Performance Measure | Weighting | | AFF segment adjusted EBITDA (1) | 25% | | AFF segment expense (1) | 25% | | FirstCash consolidated adjusted diluted earnings per share (2) | 25% | | FirstCash consolidated adjusted EBITDA (2) | 25% |

  46. Short-Term Incentive Compensation

    | (1) The threshold and maximum performance goals for these performance measures were 94% and 106% of target for the respective performance measure. Specific financial targets for AFF are not disclosed as the Company believes doing so may result in competitive harm. |

  47. Short-Term Incentive Compensation

    | (2) The threshold, target and maximum performance goals for these performance measures were identical to those used in the senior executive APIP for the CEO, COO and CFO as described above. |

  48. Short-Term Incentive Compensation

    The following table sets forth the threshold, target and maximum percentages of the AFF president’s salary available to be earned, the percentage of his salary earned based on the actual performance achieved and the actual award paid:

  49. Short-Term Incentive Compensation

    | | | | | Award Earned Based on Actual | Cash Incentive Award Earned Based on | | | Potential Award (% of Salary) | | | Performance | Actual | | NEO | Threshold | Target | Maximum | (% of Salary) | Performance | | Howard F. Hambleton, AFF President | 25% | 125% | 200% | 198% | $1,350,040 |

  50. Short-Term Incentive Compensation

    The overall award represented performance attained at maximum for FirstCash consolidated performance measures (as described in the “Senior Executive APIP” section above), 133% of target for AFF segment adjusted EBITDA and 105% of target for AFF segment expense (the Compensation Committee has elected not to disclose the actual performance for the AFF segment adjusted EBITDA and AFF segment expense performance measures due to the potential to cause competitive harm). Other Cash Bonuses Mr. Ramos, SVP – Latin American Operations and a NEO, and other key employees are paid annual discretionary cash bonuses to reflect the breadth of their expertise and responsibility, achievement of certain financial or strategic results and to make the cash component of compensation competitive with that of the Company’s peers. While the Company maintains broad discretion to vary overall cash compensation for a given year by varying the amount, if any, of such cash bonuses, these bonuses are typically determined by evaluating financial and strategic targets such as segment operating profits and key performance metrics, among other criteria. These cash bonuses may reflect a material part of the employees’ overall compensation, with payments commensurate with the employees’ position, responsibilities and individual and overall Company performance. The resulting 2025 cash bonus award of $1,150,000 to Mr. Ramos was reviewed and approved by the Compensation Committee based on the CEO’s recommendation. The award for 2025 was reflective of Mr. Ramos’ contributions in leading the Latin American pawn revenues and earnings growth in 2025 compared to 2024, as highlighted above.

  51. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company grants annual equity awards to its NEOs and certain other employees to provide incentive for them to achieve targeted levels of financial performance, stay with the Company over the long term and align their interests with those of the Company’s stockholders. These equity awards also provide additional flexibility to the Compensation Committee to reward superior performance by NEOs and other employees. Generally, these awards are established and granted in late January or early February of each year. The date of grant for all equity awards is the date of Compensation Committee approval. The Company believes all such equity grants as described herein align the executives’ interests with those of the Company’s stockholders. While the use of equity awards is an important part of the Company’s overall executive compensation program, the Company is also aware of its responsibility to its stockholders to exercise judgment in the granting of such awards. As a result, the Company monitors its annual share usage, or “burn rate,” and the potential dilutive impact of equity awards on its stockholders. Although the Company has not adopted a formal policy regarding the timing of equity award grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee approves a target dollar value for annual equity awards to be granted to executive officers, and then the number of awards granted is determined based on the average closing stock price over 45 trading days prior to the grant date. The annual share usage, or burn rate, of equity awards for the last three years was as follows:

  52. Long-Term Incentive Compensation

    | | 2025 | 2024 | 2023 | | Total restricted stock awards granted at target (annual share usage) | 172,583 | 155,001 | 164,703 | | Weighted-average common shares outstanding | 44,314,000 | 44,965,000 | 45,452,000 | | Annual share usage as percentage of shares outstanding (burn rate) | 0.39% | 0.34% | 0.36% |

  53. Long-Term Incentive Compensation

    Senior Executive LTIP The Compensation Committee has established an LTIP for its three most senior executives, the CEO, COO and CFO, with all of the awards provided in the form of time-based and performance-based restricted stock awards which vest over a three-year period. These awards are designed to provide alignment of executives’ interests with those of stockholders through long-term ownership of Company stock. For 2025, 50% of the awards are contingent upon the Company attaining defined performance goals tied to earnings and stockholder return metrics over a three-year period and 50% are time-based with cliff vesting after three years. To determine the number of performance-based restricted stock awards that vest, the Compensation Committee measures the cumulative performance of the Company at the end of the three-year performance period against the cumulative performance goals approved by the Compensation Committee typically in the first quarter of the year of the initial grant. The Company’s level of achievement of the performance goals set forth in the cumulative performance period will result in the vesting of the performance-based awards between zero and 150% of a stated target number of shares, while the time-vested awards are fixed at target. The target number of shares for each participating executive officer is based on the scope of the officer’s responsibilities, internal pay equity among participating executive officers with similar responsibilities and competitive considerations and is reviewed annually by the Compensation Committee. 2025 Senior Executive LTIP Grants In January 2025, performance-based and time-based restricted stock awards were granted under the senior executive LTIP to the CEO, COO and CFO. The Compensation Committee established the following vesting conditions, award weightings and performance/service periods for the January 2025 awards:

  54. Long-Term Incentive Compensation

    | Performance-Based Restricted Stock Awards | | | | Performance Measure | Weighting (At Target) | Cumulative Performance Period | | Adjusted net income | 25% | January 1, 2025 — December 31, 2027 | | Three-year TSR vs. compensation peer group | 25% | January 1, 2025 — December 31, 2027 |

  55. Long-Term Incentive Compensation

    | Time-Based Restricted Stock Awards | | | | Service Condition | Weighting | Service Period | | Time vested award (three-year cliff vesting) | 50% | Vesting Date — December 31, 2027 |

  56. Long-Term Incentive Compensation

    The Compensation Committee believes the nature and weighting of the senior executive LTIP awards granted for 2025 provide an appropriate mix of long-term targets directed at core earnings growth, total stockholder returns and executive retention.

  57. Long-Term Incentive Compensation

    | ● | The adjusted net income performance measure provides what the Compensation Committee believes is the most meaningful measure of the Company’s true long-term operating performance. The adjusted net income measure excludes certain items that management believes are non-operating in nature and are not representative of the Company’s core operating performance. The adjusted net income cumulative three-year performance goal, which was established in January 2025, is based on target adjusted net income for 2025 (on a basis which was equivalent to the level of the target earnings metrics used in the senior executive APIP) with increases in 2026 and 2027 based on long-term growth rates established by the Compensation Committee. The Compensation Committee has elected not to disclose adjusted net income goals for the 2025-2027 LTIP grants due to the potential to cause competitive harm and to remain consistent with the Company’s policy of not providing long-term earnings guidance to the market. |

  58. Long-Term Incentive Compensation

    | ● | The TSR measure is tied directly to the Company’s share price and dividend payouts compared to its defined compensation peers. This metric measures management’s ability to create future stockholder value and further aligns the interests of management and the Company’s stockholders. The three-year TSR target was established at the 50th percentile of the 2025 Peer Group. The threshold TSR award was set at the 25th percentile while the maximum TSR award was set at the 75th percentile. |

  59. Long-Term Incentive Compensation

    | ● | Time-vested awards provide a further executive retention incentive and are structured so that the awards do not vest unless the executive remains employed for the three-year period ending December 31, 2027. These awards further align executives’ interests with those of stockholders through long-term ownership of Company stock. |

  60. Long-Term Incentive Compensation

    The Compensation Committee, with the assistance of Pay Governance, benchmarked the structure, performance measures and weighting of the Company’s senior executive LTIP award program with that of its peer group and determined the Company’s program was substantially in-line with its peers. The following table sets forth each participant’s threshold, target and maximum stock grant opportunities and the respective grant date fair value of the performance-based awards for the 2025 senior executive LTIP grants:

  61. Long-Term Incentive Compensation

    | | CEO | | | COO | | | CFO | | | | | Threshold (1) | Target | Maximum | Threshold (1) | Target | Maximum | Threshold (1) | Target | Maximum | | Considered Award Value (2): | | | | | | | | | | | Adjusted net income | $562,500 | $2,250,000 | $3,374,998 | $215,197 | $860,786 | $1,291,179 | $175,874 | $703,494 | $1,055,233 | | TSR relative to the Company’s peer group | 1,125,000 | 2,250,000 | 3,375,000 | 430,394 | 860,787 | 1,291,181 | 351,747 | 703,494 | 1,055,241 | | Total | $1,687,500 | $4,500,000 | $6,749,998 | $645,591 | $1,721,573 | $2,582,360 | $527,621 | $1,406,988 | $2,110,474 | | Award Shares Granted (3): | | | | | | | | | | | Adjusted net income | 5,260 | 21,042 | 31,563 | 2,013 | 8,050 | 12,075 | 1,645 | 6,579 | 9,868 | | TSR relative to the Company’s peer group | 10,521 | 21,042 | 31,563 | 4,025 | 8,050 | 12,075 | 3,290 | 6,579 | 9,869 | | Total | 15,781 | 42,084 | 63,126 | 6,038 | 16,100 | 24,150 | 4,935 | 13,158 | 19,737 |

  62. Long-Term Incentive Compensation

    | (1) No award is earned if actual performance is less than the performance measure threshold amounts. |

  63. Long-Term Incentive Compensation

    | (2) The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the number of award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the Summary Compensation Table (“SCT”) below. |

  64. Long-Term Incentive Compensation

    | (3) Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $106.93 per share. |

  65. Long-Term Incentive Compensation

    Time-based restricted stock awards represented 50% of the target awards granted in January 2025. The time-based awards have a three-year cliff vesting schedule under which the shares will vest if the participant remains employed by the Company through December 31, 2027. The following table sets forth each participant’s time-based stock grant award value and shares granted:

  66. Long-Term Incentive Compensation

    | Participant | Considered Award Value (1) | Award Shares Granted (2) | | Rick L. Wessel, CEO | $4,500,000 | 42,083 | | T. Brent Stuart, COO | 1,721,573 | 16,100 | | R. Douglas Orr, CFO | 1,406,988 | 13,158 |

  67. Long-Term Incentive Compensation

    | (1) The considered award values are amounts determined by the Compensation Committee in setting target compensation and are used to determine the number of award shares granted. These values do not represent the grant date fair value shown in the “Stock Awards” column of the SCT below. |

  68. Long-Term Incentive Compensation

    | (2) Award shares granted are determined by dividing the considered award values by the average of the closing price of the Company’s stock over the 45 trading days immediately prior to the grant date, which was $106.93 per share. |

  69. Long-Term Incentive Compensation

    Historical Senior Executive LTIP Grants and Performance 2023 Senior Executive LTIP Grants — In 2023, the CEO, COO and CFO were granted performance-based and time-based restricted stock awards under the senior executive LTIP. The performance-based awards had a three-year cumulative performance period that began on January 1, 2023 and ended on December 31, 2025 with performance measures of adjusted net income and relative TSR over the three-year cumulative period. Actual performance results for the Company over the three-year period exceeded the maximum payout threshold for the adjusted net income performance measure. The performance result for relative TSR achievement was above the target payout threshold but below the maximum payout threshold. The following table sets forth the three-year cumulative performance goals for each of the performance measures and the actual three-year cumulative performance achieved (dollars in thousands):

  70. Long-Term Incentive Compensation

    | | Cumulative Performance Goals | | | Cumulative Actual | Payout as a % of Target | | 2023 Grant Performance Measure | Threshold | Target | Maximum | Performance | Shares | | Adjusted net income (1) | $787,000 | $851,000 | $915,000 | $969,696 | 150% | | Relative TSR (percentile) (2) | 25th | 50th | 75th | 65th | 130% | | Weighted Total Payout | | | | | 140% |

  71. Long-Term Incentive Compensation

    | (1) Adjusted net income as presented in the Company’s SEC filings. |

  72. Long-Term Incentive Compensation

    | (2) The Company’s TSR as a percentile of the Company’s compensation peer group established for 2023. |

  73. Long-Term Incentive Compensation

    The following table sets forth each participant’s threshold, target and maximum stock grant opportunities for the performance-based awards based on the achievement of the respective three-year cumulative performance goals and the actual number of shares that vested based on the actual three-year cumulative performance period that ended on December 31, 2025:

  74. Long-Term Incentive Compensation

    | | | | | | Shares Awarded Based on Actual | | | Potential Share Award | | | Payout as a % of Target | Three-Year Cumulative | | Participant | Threshold | Target | Maximum | Shares | Performance | | Rick L. Wessel, CEO | 14,316 | 38,175 | 57,263 | 140% | 53,445 | | T. Brent Stuart, COO | 5,250 | 14,001 | 21,002 | 140% | 19,602 | | R. Douglas Orr, CFO | 4,683 | 12,488 | 18,732 | 140% | 17,483 |

  75. Long-Term Incentive Compensation

    The Compensation Committee believes the amounts earned under the 2023 senior executive LTIP appropriately reflect the Company’s strong operating results and shareholder returns for the three-year period ended December 31, 2025:

  76. Long-Term Incentive Compensation

    | ● | Adjusted net income over the three-year period totaled $970 million and increased each year at a compounded annual growth rate of 17% over the three-year period. |

  77. Long-Term Incentive Compensation

    | ● | The Company’s total shareholder return over the three-year period was 91% compared to the median shareholder of the peer group of 27%. |

  78. Long-Term Incentive Compensation

    The remaining 50% of the 2023 senior executive LTIP grant was time-based restricted stock awards having a three-year cliff vesting schedule under which the shares vested if the participant remained employed by the Company through December 31, 2025. The CEO, COO and CFO continued to be employed as of December 31, 2025. Therefore, each vested in 38,174 shares, 14,001 shares and 12,487 shares, respectively, on December 31, 2025. 2024 Senior Executive LTIP Grants — In 2024, the CEO, COO and CFO were granted performance-based and time-based restricted stock awards under the senior executive LTIP. The performance-based awards have a three-year cumulative performance period that began on January 1, 2024 and ends on December 31, 2026. The time-based awards have a three-year cliff vesting schedule under which the shares will vest if the participant remains employed by the Company through December 31, 2026. These grants are more fully described in the table of Outstanding Equity Awards as of December 31, 2025 provided later in this section. Summary of Historical Performance-Based Senior Executive LTIP Payout Results The historical payout results for the performance-based senior executive LTIP awards indicate the performance goals have historically demonstrated a sufficient level of rigor. For the past five award cycles with completed performance periods (the 2019, 2020, 2021, 2022 and 2023 grants):

  79. Long-Term Incentive Compensation

    | ● | The average payout for the five-year period was 115% of the target award. |

  80. Long-Term Incentive Compensation

    | ● | The maximum payout of 150% of target was only achieved for two grants, the 2021 and 2022 awards. |

  81. Long-Term Incentive Compensation

    | ● | The 2019 grant resulted in no payout to the executives. |

  82. Long-Term Incentive Compensation

    The following chart details the senior executive LTIP award earned over the performance period for the CEO, COO and CFO for the 2019, 2020, 2021, 2022 and 2023 grants: Long-Term Equity Awards to Other NEOs The long-term equity awards granted to the AFF president were structured similarly to the senior executive LTIP awards described above for the CEO, COO and CFO. The AFF president receives performance-based restricted stock awards tied to AFF’s adjusted EBITDA and the Company’s relative TSR performance, both weighted equally and over a three-year performance period. For 2025, the total threshold, target and maximum performance-based awards were 2,639 shares, 7,037 shares and 10,556 shares, respectively. In addition, the AFF president was granted 7,036 time-based restricted stock awards that have a three-year cliff vesting schedule under which the shares will vest if he remains employed by the Company through December 31, 2027. In 2023, the AFF president was granted performance-based and time-based long-term equity awards, which were structured similarly to the 2023 senior executive LTIP awards described above for the CEO, COO and CFO. The performance measures were AFF segment adjusted EBITDA and the Company’s relative TSR performance, both weighted equally and over a three-year performance period that ended on December 31, 2025. The total threshold, target and maximum performance-based awards were 2,504 shares, 6,678 shares and 10,017 shares, respectively. Based on the achievement of the respective three-year cumulative performance goals, 9,349 shares vested on December 31, 2025 which represented performance attained at 130% of target for the Company’s relative TSR performance measure (as described in the “Historical LTIP Grants and Performance” section above) and 150% of target for the AFF segment adjusted EBITDA performance measure (the Compensation Committee has elected not to disclose the actual performance for the AFF segment adjusted EBITDA performance measure due to the potential to cause competitive harm). The AFF president also vested in 6,678 time-based awards on December 31, 2025. Additionally, in January 2025, the Company granted 2,000 time-based restricted stock awards to Mr. Ramos, SVP – Latin American Operations, which vest in five equal annual installments and become fully vested in January 2030. The amount, structure and applicable performance targets for long-term equity awards to the other NEO’s were reviewed and approved by the Compensation Committee.

  83. Compensation Plan Actions for 2026

    Compensation Plan Actions for 2026 Based on recommendations from Pay Governance and the Compensation Committee, the short-term and long-term incentive award structures for the CEO, CFO, COO and other NEOs will remain identical in 2026 to those utilized in 2025. Additionally, using updated financial metrics at the end of 2025, Pay Governance reviewed the composition of the Company’s compensation peer group. Foot Locker was removed from the peer group as the company was acquired, while Green Dot and Sally Beauty were removed due to their smaller sizes compared to the current peer group. Pay Governance recommended that Ally Financial, DICK’S Sporting Goods and Murphy USA should be added to further improve industry and size alignment. This new 2026 Peer Group was adopted by the Compensation Committee in January 2026 and used to evaluate pay decisions for 2026.

  84. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid or earned by the 2025 NEOs for the years ended December 31, 2025, 2024 and 2023.

  85. Summary Compensation Table

    | | | | | | Non- | | | | | | | | | Equity | | | | | | | | | Incentive | | | | | | | | | Plan | All Other | | | Name and | | | | Stock | Compen- | Compen- | | | Principal | | Salary | Bonus | Awards | sation | sation | Total | | Position | Year | $ | $ | $(1) | $(2) | $(3) | $ | | Rick L. Wessel, | 2025 | 1,452,946 | — | 9,706,654 | 4,358,838 | 140,323 | 15,658,761 | | Vice-Chairman, Chief | 2024 | 1,424,457 | — | 8,343,435 | 2,176,748 | 125,017 | 12,069,657 | | Executive Officer | 2023 | 1,321,593 | — | 7,016,337 | 3,805,580 | 113,385 | 12,256,895 | | T. Brent Stuart, | 2025 | 897,592 | — | 3,713,498 | 1,795,184 | — | 6,406,274 | | President, Chief | 2024 | 848,069 | — | 3,060,112 | 1,072,012 | 22,633 | 5,002,826 | | Operating Officer | 2023 | 815,451 | — | 2,573,318 | 1,581,788 | 19,660 | 4,990,217 | | R. Douglas Orr, | 2025 | 807,773 | — | 3,034,918 | 1,615,546 | — | 5,458,237 | | EVP, Chief Financial | 2024 | 789,582 | — | 2,614,576 | 998,080 | 11,068 | 4,413,306 | | Officer, Secretary, | 2023 | 759,213 | — | 2,295,101 | 1,472,699 | 10,661 | 4,537,674 | | Treasurer | | | | | | | | | Howard F. Hambleton | 2025 | 681,408 | — | 1,623,130 | 1,350,040 | — | 3,654,578 | | AFF President | 2024 | 655,200 | — | 1,398,128 | 807,398 | — | 2,860,726 | | | 2023 | 630,000 | — | 1,227,382 | 1,236,375 | — | 3,093,757 | | Raul R. Ramos, | 2025 | 549,000 | 1,150,000 | 223,880 | — | — | 1,922,880 | | SVP – Latin American | 2024 | 520,000 | 1,050,000 | 459,080 | — | 11,385 | 2,040,465 | | Operations | 2023 | 500,000 | 800,000 | 367,040 | — | 11,010 | 1,678,050 |

  86. Summary Compensation Table

    | (1) Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s Common Stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model. If achievement of the highest level of performance-based conditions is assumed, the grant date fair value of the stock awards granted to Messrs. Wessel, Stuart, Orr, Hambleton and Ramos would be $11,777,095, $4,505,585, $3,682,266, $1,969,248 and $223,880, respectively. |

  87. Summary Compensation Table

    | (2) Amounts represent cash incentive awards earned under the terms of the Company’s APIP which provide for the payment of annual cash incentive compensation based upon the achievement of performance goals established annually by the Compensation Committee based on one or more specified performance criteria, as more fully described in the “Compensation Discussion and Analysis” above. |

  88. Summary Compensation Table

    | (3) The Company provides the NEOs with certain group life, health, medical, and other noncash benefits generally available to all salaried employees that are not included in this column pursuant to SEC rules. As permitted by SEC rules, no amounts are shown in this table for perquisites and personal benefits for any individual NEOs for whom such amounts do not exceed $10,000 in the aggregate. Mr. Wessel’s all other compensation for 2025 includes matching contributions under the First Cash 401(k) Profit Sharing Plan of $8,750, an automobile allowance of $8,571, Company-paid health insurance premiums in the amount of $10,167 and personal use of the corporate aircraft in the amount of $112,835. The incremental cost of the personal use of the corporate aircraft was determined on a per-flight and/or hours-used basis based on variable costs associated with personal flight activity. The variable costs used in the calculation included fuel, crew compensation and travel, certain maintenance and repair expenses, related unoccupied positioning, or “deadhead,” flights, landing/parking and supplies. |

  89. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table provides information regarding individual grants of plan-based awards to the NEOs during 2025. Except as set forth below, there were no other grants of equity or non-equity awards to NEOs during 2025.

  90. Grants of Plan-Based Awards for 2025

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: | Grant Date Fair Value | | Name | Grant Date | Thresh- old ($) | Target ($) | Maximum ($) | Thresh- old (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | of Stock and Option Awards (5) $ | | Wessel | | | | | | | | | | | APIP | — | 90,809 | 2,179,419 | 4,358,838 | — | — | — | — | — | | LTIP - Performance-based | 1/29/25 | — | — | — | 5,260 | 42,084 | 63,126 | — | 4,995,771 | | LTIP - Time-based | 1/29/25 | — | — | — | — | — | — | 42,083(3) | 4,710,883 | | Stuart | | | | | | | | | | | APIP | — | 56,099 | 1,121,990 | 1,795,184 | — | — | — | — | — | | LTIP - Performance-based | 1/29/25 | — | — | — | 2,013 | 16,100 | 24,150 | — | 1,911,264 | | LTIP - Time-based | 1/29/25 | — | — | — | — | — | — | 16,100(3) | 1,802,234 | | Orr | | | | | | | | | | | APIP | — | 50,486 | 1,009,716 | 1,615,546 | — | — | — | — | — | | LTIP - Performance-based | 1/29/25 | — | — | — | 1,645 | 13,158 | 19,737 | — | 1,562,011 | | LTIP - Time-based | 1/29/25 | — | — | — | — | — | — | 13,158(3) | 1,472,907 | | Hambleton | | | | | | | | | | | APIP | — | 42,588 | 851,760 | 1,362,816 | — | — | — | — | — | | LTIP - Performance-based | 1/29/25 | — | — | — | 880 | 7,037 | 10,556 | — | 835,520 | | LTIP - Time-based | 1/29/25 | — | — | — | — | — | — | 7,036(3) | 787,610 | | Ramos | | | | | | | | | | | LTIP - Time-based | 1/29/25 | — | — | — | — | — | — | 2,000(4) | 223,880 |

  91. Grants of Plan-Based Awards for 2025

    | (1) Amounts represent threshold, target and maximum potential cash payouts of annual performance-based incentive compensation, which are described in the “Short-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The actual payouts awarded were $4,358,838, $1,795,184, $1,615,546 and $1,350,040 to Messrs. Wessel, Stuart, Orr and Hambleton, respectively, and such amounts are reflected in the “Summary Compensation Table” above. |

  92. Grants of Plan-Based Awards for 2025

    | (2) Amounts represent threshold, target and maximum potential payouts of performance-based restricted stock awards, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. |

  93. Grants of Plan-Based Awards for 2025

    | (3) Time-based restricted stock award which cliff vests on December 31, 2027. |

  94. Grants of Plan-Based Awards for 2025

    | (4) Time-based restricted stock award which vests in five equal annual installments and becomes fully vested in January 2030. |

  95. Grants of Plan-Based Awards for 2025

    | (5) Amounts represent the grant date fair value determined in accordance with FASB ASC Topic 718 of restricted stock awards granted, which are described in the “Long-Term Incentive Compensation” section of the “Compensation Discussion and Analysis” above. The grant date fair value of time-based restricted stock awards was based on the closing market price of the Company’s Common Stock on the date of grant multiplied by the number of restricted stock awards granted. The grant date fair value of performance-based restricted stock awards that may be earned based on achievement of certain performance measures was based on the closing price of the Company’s common stock on the date of grant and the probable outcome of performance-based conditions at the time of grant. The grant date fair value for performance-based restricted stock awards that may be earned based on relative TSR performance was determined using a Monte-Carlo simulation model. |

  96. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table provides information on the holdings of stock awards by the NEOs as of December 31, 2025. Each outstanding stock award is shown separately for each NEO.

  97. Outstanding Equity Awards as of December 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Wessel | | | | | | | 42,083(2) | 6,707,189 | 36,823(4) | 5,868,850 | | | 36,669(3) | 5,844,305 | 32,086(5) | 5,113,867 | | Stuart | | | | | | | 16,100(2) | 2,566,018 | 14,088(4) | 2,245,345 | | | 13,449(3) | 2,143,502 | 11,768(5) | 1,875,584 | | Orr | | | | | | | 13,158(2) | 2,097,122 | 11,514(4) | 1,835,101 | | | 11,491(3) | 1,831,436 | 10,054(5) | 1,602,407 | | Hambleton | | | | | | | 7,036(2) | 1,121,398 | 6,158(6) | 981,462 | | | 6,145(3) | 979,390 | 5,377(7) | 856,986 | | Ramos | | | | | | | 2,000(8) | 318,760 | | | | | 3,200(9) | 510,016 | | | | | 2,400(10) | 382,512 | | | | | 1,600(11) | 255,008 | | | | | 800(12) | 127,504 | | |

  98. Outstanding Equity Awards as of December 31, 2025

    | (1) The market value of the unvested share awards is based on the closing price of the Company’s Common Stock as of December 31, 2025, which was $159.38. |

  99. Outstanding Equity Awards as of December 31, 2025

    | (2) Restricted stock award granted in 2025. Vesting is time-based, with 100% scheduled to cliff-vest on December 31, 2027. |

  100. Outstanding Equity Awards as of December 31, 2025

    | (3) Restricted stock award granted in 2024. Vesting is time-based, with 100% scheduled to cliff-vest on December 31, 2026. |

  101. Outstanding Equity Awards as of December 31, 2025

    | (4) The 2025 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2027 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2027. The performance measures are defined as adjusted net income growth and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2025), the awards pertaining to the adjusted net income performance measure are reflected at threshold payout and the awards pertaining to the TSR performance measure are reflected at maximum payout, in accordance with SEC guidance. If all of the performance measures for the 2025 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 63,126 shares, the COO would earn 24,150 shares and the CFO would earn 19,737 shares. |

  102. Outstanding Equity Awards as of December 31, 2025

    | (5) The 2024 restricted stock awards granted to the CEO, COO and CFO are eligible for performance-based vesting on December 31, 2026 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2026. The performance measures are defined as adjusted net income growth and relative TSR over the three-year cumulative period. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2025), the awards pertaining to the adjusted net income performance measure are reflected at threshold payout and the awards pertaining to the TSR performance measure are reflected at maximum payout, in accordance with SEC guidance. If all of the performance measures for the 2024 performance-based restricted stock awards resulted in a maximum grant upon completion of the vesting period, the CEO would earn 55,005 shares, the COO would earn 20,174 shares and the CFO would earn 17,237 shares. |

  103. Outstanding Equity Awards as of December 31, 2025

    | (6) The 2025 restricted stock awards granted to the AFF president are eligible for performance-based vesting on December 31, 2027 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2027. The performance measures are defined as AFF segment EBITDA and relative TSR over the three-year cumulative period, which are equally weighted. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2025), the award pertaining to the AFF segment EBITDA performance measure is reflected at threshold payout and the award pertaining to the TSR performance measure is reflected at maximum payout, in accordance with SEC guidance. If the performance measures for the 2025 restricted stock awards resulted in a maximum grant upon completion of the vesting period, the AFF president would earn 10,556 shares. |

  104. Outstanding Equity Awards as of December 31, 2025

    | (7) The 2024 restricted stock awards granted to the AFF president are eligible for performance-based vesting on December 31, 2026 upon the achievement of performance measures based on a three-year cumulative performance period ending December 31, 2026. The performance measures are defined as AFF segment EBITDA and relative TSR over the three-year cumulative period, which are equally weighted. Based on the Company’s achievement of the performance measures to date (through the year ended December 31, 2025), the award pertaining to the AFF segment EBITDA performance measure is reflected at threshold payout and the award pertaining to the TSR performance measure is reflected at maximum payout, in accordance with SEC guidance. If the performance measures for the 2024 restricted stock awards resulted in a maximum grant upon completion of the vesting period, the AFF president would earn 9,218 shares. |

  105. Outstanding Equity Awards as of December 31, 2025

    | (8) Restricted stock award granted in 2025. Vesting is time-based, with 20% scheduled to vest on each of January 29, 2026, 2027, 2028, 2029 and 2030. |

  106. Outstanding Equity Awards as of December 31, 2025

    | (9) Restricted stock award granted in 2024. Vesting is time-based, with 20% scheduled to vest on each of January 31, 2025, 2026, 2027, 2028 and 2029. |

  107. Outstanding Equity Awards as of December 31, 2025

    | (10) Restricted stock award granted in 2023. Vesting is time-based, with 20% scheduled to vest on each of February 1, 2024, 2025, 2026, 2027 and 2028. |

  108. Outstanding Equity Awards as of December 31, 2025

    | (11) Restricted stock award granted in 2022. Vesting is time-based, with 20% scheduled to vest on each of February 4, 2023, 2024, 2025, 2026 and 2027. |

  109. Outstanding Equity Awards as of December 31, 2025

    | (12) Restricted stock award granted in 2021. Vesting is time-based, with 20% scheduled to vest on each of January 28, 2022, 2023, 2024, 2025 and 2026. |

  110. Stock Awards Vested in 2025

    Stock Awards Vested in 2025 The following table provides information for the NEOs regarding the aggregate number of shares acquired upon the vesting of restricted stock awards and the value realized before the payment of any applicable withholding tax and broker commissions:

  111. Stock Awards Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting ($) (2) | | Wessel | 91,619 | 14,602,236 | | Stuart | 33,603 | 5,355,646 | | Orr | 29,970 | 4,776,619 | | Hambleton | 16,027 | 2,554,383 | | Ramos | 3,600 | 609,772 |

  112. Stock Awards Vested in 2025

    | (1) Reflects the gross number of shares received upon the vesting of time-based and performance-based restricted stock awards. |

  113. Stock Awards Vested in 2025

    The following table details the number of shares acquired on the vesting of restricted stock awards during 2025 and shows the Company’s executives have held the shares acquired, with the exception of those withheld for tax purposes:

  114. Stock Awards Vested in 2025

    | | | Disposition of Shares Acquired on Vesting of Restricted Stock Awards | | | | Name | Total Shares Vested | Shares Sold | Shares Withheld for Taxes | Remaining Shares Held | | Wessel | 91,619 | — | (36,052) | 55,567 | | Stuart | 33,603 | — | (13,222) | 20,381 | | Orr | 29,970 | — | (11,793) | 18,177 | | Hambleton | 16,027 | — | (6,306) | 9,721 | | Ramos | 3,600 | — | — | 3,600 |

  115. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, the Company is providing the following information about the relationship between “compensation actually paid” (as computed in accordance with SEC rules) to its Principal Executive Officer (“PEO”) and to its other NEOs and certain financial performance of the Company for the five most recently completed fiscal years:

  116. Pay Versus Performance

    | | | | Average | | | | | | | | | | Summary | Average | | | | | | | | | Compen- | Compen- | | | | | | | | | sation | sation | | | | | | | Summary | | Table | Actually | Value of Initial Fixed $100 | | | | | | Compen- | Compen- | Total for | Paid to | Investment Based On: | | | | | | sation | sation | Non-PEO | Non-PEO | | Peer Group | | Adjusted | | | Table | Actually | Named | Named | Total | Total | | Diluted | | | Total for | Paid to | Executive | Executive | Shareholder | Shareholder | | Earnings | | | PEO (1) | PEO (2) | Officers (3) | Officers (2) | Return (4) | Return (4) | Net Income | Per Share (5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 15,658,761 | 34,997,098 | 4,360,492 | 8,722,755 | 244.03 | 187.09 | 330,375,000 | 8.76 | | 2024 | 12,069,657 | 9,287,053 | 3,579,331 | 2,882,113 | 156.75 | 173.60 | 258,815,000 | 6.70 | | 2023 | 12,256,895 | 19,930,731 | 3,574,925 | 4,683,793 | 161.92 | 138.66 | 219,301,000 | 6.06 | | 2022 | 9,836,835 | 15,114,505 | 2,834,198 | 3,793,799 | 128.06 | 128.33 | 253,495,000 | 5.19 | | 2021 | 7,175,467 | 7,215,249 | 2,014,574 | 1,972,295 | 108.50 | 132.95 | 124,909,000 | 3.94 |

  117. Pay Versus Performance

    | (1) Rick Wessel was the Company’s PEO in 2021, 2022, 2023, 2024 and 2025. |

  118. Pay Versus Performance

    | (2) To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to SCT total compensation: |

  119. Pay Versus Performance

    | PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT total compensation | $15,658,761 | $12,069,657 | $12,256,895 | $9,836,835 | $7,175,467 | | Less fair value of stock awards reported in the SCT | (9,706,654) | (8,343,435) | (7,016,337) | (5,155,277) | (3,453,904) | | Plus fair value as of year end of stock awards granted in current year | 16,104,233 | 6,853,347 | 9,361,536 | 8,103,054 | 5,177,226 | | Change in fair value of stock awards granted in prior years that are outstanding and unvested as of year end | 6,796,115 | (903,943) | 2,201,800 | 2,287,279 | 840,071 | | Change in fair value of stock awards granted in prior years that vested during the current year | 6,144,643 | (388,573) | 3,126,837 | 42,614 | (2,523,611) | | CAP | $34,997,098 | $9,287,053 | $19,930,731 | $15,114,505 | $7,215,249 |

  120. Pay Versus Performance

    | Average of Non-PEO NEO | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT total compensation | $4,360,492 | $3,579,331 | $3,574,925 | $2,834,198 | $2,014,574 | | Less fair value of stock awards reported in the SCT | (2,148,857) | (1,882,974) | (1,615,710) | (1,161,314) | (744,532) | | Plus fair value as of year end of stock awards granted in current year | 3,551,983 | 1,531,161 | 2,141,786 | 1,678,775 | 1,083,099 | | Change in fair value of stock awards granted in prior years that are outstanding and unvested as of year end | 1,465,379 | (277,176) | 568,670 | 443,809 | 156,478 | | Change in fair value of stock awards granted in prior years that vested during the current year | 1,493,758 | (68,229) | 14,122 | (1,669) | (278,176) | | Less fair value of stock awards forfeited during the current year | — | — | — | — | (259,148) | | CAP | $8,722,755 | $2,882,113 | $4,683,793 | $3,793,799 | $1,972,295 |

  121. Pay Versus Performance

    | (3) The non-PEO NEOs included in the averages are the following individuals for each of the years shown: |

  122. Pay Versus Performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | T. Brent Stuart | | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | R. Douglas Orr | | Howard F. Hambleton | Howard F. Hambleton | Howard F. Hambleton | Howard F. Hambleton (i) | Anna M. Alvarado (ii) | | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos | Raul R. Ramos |

  123. Pay Versus Performance

    | (i) Mr. Hambleton joined the Company in December 2021, in conjunction with the AFF acquisition, as the AFF president. |

  124. Pay Versus Performance

    | (ii) Ms. Alvarado resigned from the Company effective October 8, 2021. |

  125. Pay Versus Performance

    | (4) For the relevant year, represents the cumulative TSR of the Company and the S&P MidCap 400 – Financials Index from December 31, 2020 though the respective measurement periods ending on December 31 of 2025, 2024, 2023, 2022 and 2021. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2020. For purposes of reporting comparative stockholder returns per Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, both the S&P MidCap 400 – Financials Index and the S&P MidCap 400 – Consumer Discretionary Index are used by the Company. Given that more than 50% of the Company’s earnings in 2025 were from consumer finance-related activities, the Company has elected to use the S&P MidCap 400 – Financials Index Returns as the peer group benchmark in this table. For informational purposes, the stockholder returns for the S&P MidCap 400 – Consumer Discretionary Index were $129.35, $137.12, $125.32, $100.84 and 127.69 for 2025, 2024, 2023, 2022 and 2021, respectively. |

  126. Pay Versus Performance

    | (5) Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix G. |

  127. Pay Versus Performance

    The following are the most important financial performance measures used by the Compensation Committee to link compensation actually paid to the Company’s NEOs with the Company’s performance. The role of each of these performance measures on the NEO compensation is further described in the “Compensation Discussion and Analysis” section above:

  128. Pay Versus Performance

    | ● | Adjusted diluted earnings per share |

  129. Pay Versus Performance

    | ● | Adjusted net income |

  130. Pay Versus Performance

    | ● | Adjusted EBITDA |

  131. Pay Versus Performance

    | ● | Net revenue (gross profit) |

  132. Pay Versus Performance

    | ● | TSR relative to compensation peers |

  133. Pay Versus Performance

    The following charts reflect that the CAP over the five-year period ended December 31, 2025 aligns to trends in the Company’s financial results over the same period:

  134. Pay Versus Performance

    | (1) Non-GAAP financial measure. See detailed reconciliation of non-GAAP financial measures provided in Appendix G. |

  135. Pension Benefits

    Pension Benefits The Company does not have a defined benefit pension plan for its employees. The only retirement plan available to the NEOs is the Company’s qualified 401(k) savings plan, which is generally available to all full-time U.S.-based employees.

  136. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The Company does not have nonqualified defined contribution or other nonqualified deferred compensation plans for its employees or directors.

  137. Employment Agreements and Change-in-Control Provisions

    Employment Agreements and Change-in-Control Provisions The Company and the Compensation Committee believe employment agreements are necessary in order to attract and retain key senior executives and, accordingly, the Company has entered into employment agreements with certain current NEOs. The Compensation Committee believes the employment agreements (and the change-in-control provisions included therein) entered into with the NEOs were merited in light of all relevant circumstances, including each individual’s past employment experience, desired terms and conditions of employment and the strategic importance of their respective positions. The Compensation Committee reviews the agreements at the time they are entered into in order to determine current market terms for the particular executive and agreement. The Compensation Committee believes that the change-in-control provisions are necessary in order to retain and maintain stability among the executive group and that the terms of the change-in-control provisions are reasonable based on its review of the change-in-control provisions for similarly situated peer group companies. The change-in-control provisions in the employment agreements for certain NEOs provide for severance benefits only in the event of an involuntary termination of employment by the Company without “cause” or by the executive for “good reason,” as such terms are defined in the employment agreements. The overall goal of the Compensation Committee is to ensure compensation policies are established consistent with the Company’s strategic business objectives and to provide incentives for the attainment of those objectives. This is effected through the establishment and maintenance of a compensation program that includes salary, annual and long-term incentive compensation and stock ownership. The Company amended certain of its employment agreements in 2025, as further described below.

  138. Summary of Existing Employment Agreements

    Summary of Existing Employment Agreements CEO, COO, CFO and AFF President Employment Agreements In February 2022, the Company entered into employment agreements with Messrs. Wessel, Stuart, Orr and Hambleton, the Company’s CEO, COO, CFO and AFF president, respectively. The agreements were amended on March 3, 2025 to extend the term of the agreements through December 31, 2026 and to update the annual salaries, to be effective as of January 1, 2025, in the following amounts: $1,452,946 for Mr. Wessel, $897,592 for Mr. Stuart, $807,773 for Mr. Orr and $681,408 for Mr. Hambleton, in each case subject to annual review and increases in the discretion of the Compensation Committee. Under the terms of the agreements, in addition to the annual salary, the executives are eligible to earn an annual incentive based on the satisfaction of performance criteria established by the Compensation Committee for each year during the term of the agreement, with a target incentive opportunity equal to not less than a specified percentage of the executive’s then current salary (150% in the case of Mr. Wessel; 125% in the case of Messrs. Stuart, Orr and Hambleton). In addition, the executives are eligible for grants of stock-based awards under the Company’s long-term equity compensation plan and will be eligible to participate in any of the Company’s incentive, savings, retirement and welfare benefit plans available to other senior officers of the Company. The employment agreements provide that if an executive’s employment with the Company is terminated during the term by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreements), the executive would be entitled to a lump sum cash severance payment equal to 50% (or 200%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual bonuses earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. The executive would also be entitled to continue to participate in the COBRA subsidy. In addition, if such termination occurs within twelve months following a change in control of the Company, the executive would be entitled to a pro rata annual bonus for the year in which the termination occurs and accelerated vesting and full payout under all of his outstanding time-vesting and performance-based equity incentive awards (based on an assumed achievement of all relevant performance goals at “target” level, or based on a higher actual or deemed level of achievement of performance goals, in the sole discretion of the Compensation Committee). Furthermore, if such termination occurs within twelve months following a change in control of the Company, the Company will pay to the executive, in lieu of the COBRA subsidy described above, a lump sum in cash in an amount equal to the full monthly cost of the executive’s health and welfare benefit coverage multiplied by 24. The employment agreements prohibit the executives from competing with the Company during the employment term and for a period of 36 months following termination of employment. The executives would also be prohibited from soliciting Company customers and recruiting Company employees during this period. SVP – Latin American Operations Employment Agreement In July 2018, the Company entered into an employment agreement with Mr. Ramos, the Company’s SVP – Latin American Operations. The initial term of the employment agreement ran through December 31, 2021 and automatically renewed for one-year renewal terms as provided in the agreement. The agreement was amended on March 3, 2025 to extend the term of the agreement through December 31, 2026 and to update the annual salary, to be effective as of January 1, 2025, in the amount of $549,000 for Mr. Ramos, subject to annual review and increases in the discretion of the Compensation Committee. Under the terms of the agreement, in addition to the annual salary, Mr. Ramos is eligible to earn an annual cash bonus based on the breadth of his expertise and responsibility and the achievement of certain financial or strategic results, as determined by the Compensation Committee, for each year during the term of the agreement, with a target cash bonus opportunity equal to not less than a specified percentage of the executive’s then-current salary (50% for Mr. Ramos). In addition, the executive is eligible for grants of stock-based awards under the Company’s long-term equity compensation plan and will be eligible to participate in any of the Company’s incentive, savings, retirement and welfare benefit plans available to other senior officers of the Company. The employment agreement provides that if an executive’s employment with the Company is terminated during the term by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreements), the executive would be entitled to a lump sum cash severance payment equal to 75% (or 150%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. The executive would also be entitled to continue to participate in the COBRA subsidy. In addition, if such termination occurs within twelve months following a change in control of the Company, the executive would be entitled to a pro rata annual cash incentive for the year in which the termination occurs and accelerated vesting and full payout under all outstanding time-vesting and performance-based equity incentive awards (based on an assumed achievement of all relevant performance goals at “target” level, or based on a higher actual or deemed level of achievement of performance goals, in the sole discretion of the Compensation Committee). Furthermore, if such termination occurs within twelve months following a change in control of the Company, the Company will pay to Mr. Ramos, in lieu of the COBRA subsidy, a lump sum in cash in an amount equal to the full monthly cost of the executive’s health and welfare benefit coverage multiplied by 18. The employment agreement prohibits Mr. Ramos from competing with the Company during the employment term and for a period of 24 months following termination of employment. Mr. Ramos would also be prohibited from soliciting Company customers and recruiting Company employees during this period. Potential Payments Upon Termination or a Change in Control The employment agreements provide for certain severance payments and other benefits in the event of the executive’s termination of employment or a change in control of the Company followed by termination of employment. The grants have specific rules related to the treatment of the awards in the event of termination for cause, voluntary resignation, retirement, involuntary termination and change in control. The following table summarizes the value of the severance payments and other benefits that each of the NEOs would receive if employment was terminated on December 31, 2025 under the circumstances shown. The amounts shown in the table do not include accrued but unpaid salary, earned annual incentives for 2025, or payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as distributions of plan balances under the Company’s 401(k) plan, and death or disability benefits under the Company’s generally available welfare programs.

  139. Summary of Existing Employment Agreements

    | Name | Termination for Cause or Resignation without Good Reason $ | Termination without Cause or Resignation for Good Reason $ | Retirement $(4) | Death $ | Long-Term Disability $ | Termination without Cause or Resignation for Good Reason in Connection with a Change- in-Control $ | | Wessel | | | | | | | | Cash severance (1) | — | 2,450,001 | — | — | — | 9,800,003 | | Benefits continuation | — | 30,301 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 40,401 | | Value of unvested equity awards (2) | — | — | 6,132,092 | 18,683,586 | 18,683,586 | 18,683,586 | | Total | — | 2,480,302 | 6,132,092 | 18,683,586 | 18,683,586 | 28,523,990 | | Stuart | | | | | | | | Cash severance (1) | — | 1,190,293 | — | — | — | 4,761,173 | | Benefits continuation | — | 46,382 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 61,842 | | Value of unvested equity awards (2) | — | — | — | 6,993,860 | 6,993,860 | 6,993,860 | | Total | — | 1,236,675 | — | 6,993,860 | 6,993,860 | 11,816,875 | | Orr | | | | | | | | Cash severance (1) | — | 1,084,941 | — | — | — | 4,339,763 | | Benefits continuation | — | 23,215 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 30,953 | | Value of unvested equity awards (2) | — | — | 1,919,998 | 4,271,968 | 4,271,968 | 4,271,968 | | Total | — | 1,108,156 | 1,919,998 | 4,271,968 | 4,271,968 | 8,642,684 | | Hambleton | | | | | | | | Cash severance (1) | — | 906,340 | — | — | — | 3,625,358 | | Benefits continuation | — | 46,382 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 61,842 | | Value of unvested equity awards (2) | — | — | — | 3,127,567 | 3,127,567 | 3,127,567 | | Total | — | 952,722 | — | 3,127,567 | 3,127,567 | 6,814,767 | | Ramos | | | | | | | | Cash severance (3) | — | 1,161,750 | — | — | — | 2,323,500 | | Benefits continuation | — | 20,201 | — | — | — | — | | Lump sum payment for health benefits | — | — | — | — | — | 30,301 | | Value of unvested equity awards | — | — | — | 1,593,800 | 1,593,800 | 1,593,800 | | Total | — | 1,181,951 | — | 1,593,800 | 1,593,800 | 3,947,601 |

  140. Summary of Existing Employment Agreements

    | (1) Per employment agreement, cash severance is equal to 50% (or 200%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) the executive’s salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by the executive for each of the three fiscal years immediately preceding the year in which the termination occurs. |

  141. Summary of Existing Employment Agreements

    | (2) Value of unvested equity awards is equal to the number of restricted stock awards that would vest under the circumstances shown times the December 31, 2025 stock price. |

  142. Summary of Existing Employment Agreements

    | (3) Per employment agreement, cash severance is equal to 75% (or 150%, if such termination occurs within twelve months following a change in control of the Company) of the sum of (i) Mr. Ramos’ salary in effect as of the termination, and (ii) the average of the annual cash incentives earned by Mr. Ramos for each of the three fiscal years immediately preceding the year in which the termination occurs. |

  143. Summary of Existing Employment Agreements

    | (4) Eligibility for “Retirement” award based upon grantee attaining age 62 with at least 15 years of service with the Company or its Affiliates (including predecessor companies acquired by the Company or its Affiliates). Performance-based equity awards that vest upon retirement are based on actual achievement of the respective performance measures through the end of the performance periods (prorated through the date of retirement) and are therefore not known as of December 31, 2025. For purposes of calculating the value of unvested equity awards upon retirement, the Company assumed achievement of the performance measures at target for grants with performance periods ending after December 31, 2025. |

  144. CEO Pay Ratio

    CEO Pay Ratio The Company seeks to establish fair and competitive employee compensation programs in each local market within its international operations in order to effectively attract, retain and motivate its talented workforce. For 2025, the ratio of the CEO’s total compensation to the Company’s median employee’s total compensation was 1,131 to 1. To calculate this ratio, the Company identified its median employee, as of December 31, 2023, based on employees’ gross earnings, which generally included salary and wages (regular, hourly and overtime), commissions and bonuses, and applied an average exchange rate, as of December 31, 2023, to convert all Latin American compensation into U.S. dollars. Compensation was annualized for full-time and part-time employees who worked less than a full year, but compensation for part-time employees was not converted into a full-time equivalent. The Company used the same median employee in 2025 as in 2024 and 2023, based on its determination that there were no material changes to its employee population or compensation arrangements reasonably likely to result in a significant impact to the pay ratio. The median employee identified was a full-time store employee located in Latin America, where employee wages are significantly lower than wages in the U.S. The median employee’s total compensation for 2025 was $13,847, as compared to the CEO’s total 2025 compensation of $15,658,761, as determined in accordance with Item 402(c)(2)(x) of Regulation S-K. The Company’s estimated pay ratio is influenced by a number of factors, including the geographic distribution of its employees, the mix of hourly vs. salaried employees included in its employee population and compensation trends within its specific industry. As a result of these and other variables, the Company does not believe comparisons to the pay ratios of other companies are likely to be meaningful.

  145. Reasons for the Texas Reincorporation

    The Board of Directors believes that the Texas Reincorporation may reduce the potential for opportunistic and frivolous litigation against the Company and its directors and officers. For one, the recent amendments to the TBOC codified the business judgment rule for publicly traded Texas corporations, creating statutory presumptions that, when making business decisions, directors and officers act in good faith, on an informed basis, in the best interests of the corporation, and in compliance with the entity’s governing documents. This codification gives public companies and their shareholders greater certainty about how courts will review board decisions, replacing open-ended standards with clear rules that discourage hindsight attacks on good faith judgments made in a dynamic and complex operating environment. The TBOC also contains provisions that make it more difficult for frivolous derivative litigation to be brought, including a requirement that shareholders make a formal written demand on the corporation prior to bringing a derivative claim and limitations on the use of books and records demands to generate lawsuits. The Board of Directors and management believe that the recent amendments to the TBOC as well as the establishment of specialized business courts in Texas will result in a shift toward fewer frivolous cases and more decisions resolved at the motion to dismiss or summary judgment stage rather than through costly, discovery-heavy litigation. For Texas corporations and their insurers, this greater predictability can reduce defense costs, settlement pressure, and the need to “price in” expensive litigation risk for board decisions. While the Board of Directors believes that reducing the potential for opportunistic and frivolous litigation is in the best interests of the Company and its shareholders, the Board of Directors is not imposing a significant ownership requirement to bring derivative claims as permitted under the TBOC in furtherance of the Board’s intent to preserve shareholders’ existing rights. Further, the TBOC now allows corporations to establish in their certificate of formation or bylaws an exclusive forum for proceedings related to “internal entity claims,” as defined in the TBOC, and to adopt advance jury trial waivers, further improving predictability, reducing duplicative multi-forum litigation risk, and potentially lowering the cost of resolving governance disputes for the benefit of all shareholders. The Company believes that establishing an exclusive forum in the Texas business court and implementing a waiver of jury trial provision could reduce its future costs of litigation by limiting the locale of such proceedings and eliminating jury trials of internal entity claims. The Company has included an exclusive forum provision and a waiver of jury trial in the proposed Texas Governing Documents. Notwithstanding the foregoing, the exclusive forum provisions in the Texas Governing Documents may result in increased costs to stockholders to bring a claim. Further, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive forum provision in our Texas Governing Documents to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business. The Texas Reincorporation generally preserves the Company’s existing shareholder rights to the extent permissible under Texas law and includes certain improvements in shareholder rights. The Board of Directors has considered shareholder rights under Delaware law and Texas law and believes that the economic and voting rights of shareholders would, on balance, be reasonably comparable as a result of the proposed Texas Reincorporation. See the section “—Comparison of Shareholder Rights under Delaware and Texas Law” below for the Company’s summary of certain differences between Delaware and Texas law. Where there may appear to be distinctions, the Board of Directors concluded that they were generally differences that could be resolved in the Texas Charter and Bylaws or were not material to the Company. In addition, the Texas Charter and Texas Bylaws have been drafted with the general intent to reflect the Delaware Charter and Delaware Bylaws, in all material respects, to the extent permissible under Texas law. See the section “Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws” below for the Company’s summary of certain differences between the Delaware Charter and Delaware Bylaws and the Texas Charter and Texas Bylaws. In furtherance of the Board’s intent to preserve shareholders’ existing rights, the Board of Directors is not imposing in the Texas Governance Documents any ownership and solicitation thresholds to submit shareholder proposals as permitted under Section 21.373 of the TBOC or any ownership thresholds to bring derivative lawsuits as permitted under Section 21.552(3) of the TBOC. The proposed Texas Charter and Texas Bylaws include certain improved shareholder rights. For instance, while the Delaware Charter and Delaware Bylaws do not allow shareholders to call special meetings of shareholders, the proposed Texas Charter provides that holders of 50% of the shares of capital stock that are entitled to vote at the special meeting may call a special meeting of shareholders. The Texas Reincorporation will result in future savings for the Company. The Company’s current status as a Delaware corporation, despite being physically located in Texas, requires the Company to comply with franchise tax obligations in Delaware. For the most recent franchise tax period, the Company and its subsidiaries paid more than $200,000 in franchise taxes to the State of Delaware. If the Texas Reincorporation is completed, the majority of such payments will no longer be required. Texas does not have a comparable annual tax based on outstanding equity. Rather, Texas’s franchise tax is based on receipts and is not expected to increase or decrease based on the Company’s state of incorporation. Accordingly, the Texas Reincorporation will result in net franchise tax savings by the Company of at least $200,000 annually in addition to any reduction in litigation expense or insurance premiums that may be recognized. The annual filing fees to qualify as a foreign corporation in other jurisdictions are immaterial, and there are certain immaterial costs and fees associated with effecting the Texas Reincorporation. Furthermore, the Company’s believes that future litigation costs involving internal affairs of the Company will be reduced because, among other things, the greater predictability offered by the statutory-based approach taken in the TBOC and the Texas business court will reduce defense costs.

  146. Additional Corporate Governance Considerations

    Additional Corporate Governance Considerations The TBOC, as with the DGCL and corporate laws of Delaware and other states, includes certain permissive provisions that corporations may, but are not required to, opt into. The Board of Directors has elected not to opt into or incorporate certain of these corporate governance provisions permitted under the TBOC in connection with the Texas Reincorporation. For example, in the context of shareholders’ ability to submit proposals for consideration at annual meetings of shareholders, the Board of Directors determined to defer to the existing provisions established under Exchange Act Rule 14a-8, which allows, but places certain limits on, shareholders’ ability to include proposals that are appropriate under state corporate law in the Company’s proxy materials. The Board of Directors therefore determined that it is not appropriate for the Texas Corporation to adopt the provisions of the TBOC that place heightened ownership and procedural conditions on shareholders’ ability to introduce appropriate proposals at a meeting of shareholders. Although the TBOC allows the Texas Corporation to opt into this provision in the future, that is the case under many provisions of the DGCL (as well as the corporate law of many states). Notably, no provision of the DGCL limits a corporation’s ability to adopt eligibility and procedural restrictions on shareholder proposals. Accordingly, the Board of Directors believes that the existence of a provision under the TBOC authorizing, but not mandating, such restrictions does not represent a meaningful distinction between Delaware and Texas corporate law. Similarly, the Board of Directors has determined not to establish an ownership threshold that would apply to any shareholder seeking to institute a derivative proceeding in the right of the corporation, even though the TBOC permits a corporation to establish a required ownership threshold of up to 3% of the outstanding shares of the corporation in its certificate of formation or bylaws.

  147. Certain Differences Between the Delaware Charter and Bylaws and the Texas Charter and Bylaws

    | Issue | Delaware Charter | Texas Charter | | Stockholder Voting Threshold (Fundamental Actions and Fundamental Business Transactions) | Under the DGCL, certain matters subject to a stockholder vote, including amendments to the Delaware Charter, dissolution of the Company and certain business transactions, including, without limitation, mergers, conversions, sales of substantially all assets, require a default vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the charter specifies a higher voting threshold. The current Delaware Charter does not include a higher voting threshold so the default voting standard for such actions and business transactions applies. | Under the TBOC, certain matters subject to a shareholder vote, including “fundamental actions” such as amendments to the Texas Charter and dissolution of the Company and “fundamental business transactions” such as mergers, sales of substantially all assets, and other transactions, require a default vote of 2/3rds of the shareholders of each class, unless the charter specifies a lower voting threshold. The Texas Charter requires approval by holders of a majority of the outstanding shares entitled to vote, in order to mirror the DGCL and the absence of special provisions in the Delaware Charter. | | Board of Directors Vacancies | Under the DGCL, unless otherwise provided in the governing documents, vacancies on the board of directors can only be filled by vote of a majority of the remaining members of the board of directors or by a sole remaining director, and not by the stockholders. The current Delaware Charter tracks Delaware law. | The TBOC provides that director vacancies may be filled (1) by a vote of a majority of the remaining members of the board of directors, (2) by a sole remaining director, or (3) by a vote of holders of a majority of the outstanding shares of stock. Additionally, the TBOC prevents a board of directors from filling more than two vacancies caused by an increase in the size of the board of directors between any two annual meetings of shareholders, and any directors appointed by the board of directors to fill a vacancy created by an increase in the number of directors may only serve until the next annual meeting of the shareholders (or special meeting called to elect directors). Any director elected to fill a vacancy (other than a vacancy that is the result of an increase in the number of directors) will hold office for the remainder of the term that coincides with the term of the class to which the director is elected. The Texas Charter and the Texas Bylaws track the TBOC requirements with respect to vacancies on the board of directors. |

  148. Certain Differences Between the Delaware Charter and Bylaws and the Texas Charter and Bylaws

    | Issue | Delaware Bylaws | Texas Bylaws | | Advancement of Expenses | The current Delaware Bylaws provide that expenses incurred by an officer or director in connection with any legal proceedings may be advanced by the Company upon the Company’s receipt of an undertaking by the person to repay such amounts if it is ultimately determined that the person is not entitled to indemnification. | Under the TBOC, before a corporation can advance expenses incurred by a director or officer in connection with any legal proceedings, a director or officer is required to provide: (1) a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification; and (2) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by the TBOC. The Texas Bylaws provide that expenses incurred by a director or officer in defending a proceeding may be advanced prior to the final disposition of such proceeding in the event the director or officer provides the affirmation and undertaking required by the TBOC and described above. | | Exclusive Forum | Under the DGCL, a corporation may include provisions in its governing documents relating to the exclusive forum for certain proceedings. Neither the current Delaware Charter nor the current Delaware Bylaws contain any exclusive forum provision. | Under the TBOC, a corporation may include provisions in its governing documents relating to the exclusive forum for certain proceedings. The Texas Bylaws provide that the sole and exclusive forum for certain matters relating to the internal affairs of the corporation and other matters shall be, first, the Business Court in the First Business Court Division of the State of Texas, unless such court lacks jurisdiction, in which case the exclusive forum shall be the federal district court for the Northern District of Texas, Fort Worth Division. While under the Securities Act both federal and state courts have jurisdiction over claims arising under the Securities Act, the Texas Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. | | Required Ownership to Institute a Derivative Proceeding | Neith the Delaware Charter nor Delaware Bylaws contain any provisions relating to a threshold for individual stockholders or groups of stockholders to institute or maintain a derivative proceeding. | Under the TBOC, publicly traded Texas corporations may adopt in their governance documents a minimum share ownership percentage applicable to individual shareholders or groups of shareholders in order to institute or maintain a derivative proceeding. The threshold may not exceed 3% of a corporation’s outstanding shares. Neither the Texas Charter nor the Texas Bylaws include a minimum ownership threshold order to institute or maintain a derivative proceeding. |

  149. Comparison of Shareholder Rights under Delaware and Texas Law

    | Issue | Delaware | Texas | | Fiduciary Duties | In Delaware, fiduciary duties are generally developed by case law. In general, directors and officers owe fiduciary duties of care and loyalty (which further include the duties of good faith, oversight, and disclosure) to the corporation and its stockholders. The duty of care requires a director to perform his or her duties with such care as an ordinarily prudent man would use in similar circumstances. The duty of care requires directors not to act with gross negligence, including, depending on the facts and circumstances, by being well-informed and gathering and considering reasonably available relevant information. The duty of loyalty requires directors to act in good faith and under the belief that their actions will be best for the corporation and its stockholders. Directors are “fully protected” if they rely in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation's officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation. Delaware case law has generally recognized so called “Revlon” duties which require a board to secure the highest value reasonably available to shareholders in connection with a change of control transaction. | In Texas, fiduciary duties are generally developed by case law. Directors and officers owe fiduciary duties of loyalty, due care, and obedience (i.e., duty to follow the law) to the corporation. The duty of loyalty dictates that a corporate officer or director must act in good faith and must not allow his or her personal interest to prevail over the interest of the corporation. The duty of care requires the director to handle his or her duties with such care as an ordinarily prudent man would use under similar circumstances. In performing this obligation, the director must be diligent and informed and exercise honest and unbiased business judgment in pursuit of corporate interests. Directors and officers may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by an officer or employee of the entity, legal counsel, a certified public accountant, an investment banker, a person who the director or officer reasonably believes possesses professional expertise in the matter, or a committee of the corporation on which the director or officer does not serve. The duty to maximize shareholder value in change of control situations is not among the fiduciary duties expressly required under Texas case law. |

  150. Comparison of Shareholder Rights under Delaware and Texas Law

    | Issue | Delaware | Texas | | Procedures for Filling Vacant Directorships | Under the DGCL, unless otherwise provided in the governing documents: (1) vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and (2) whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. In the case of a Delaware corporation the directors of which are divided into classes, any directors chosen by (1) or (2) of the above shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified. | Under the TBOC, except as provided below with respect to class voting, vacancies may be filled by the affirmative vote of the majority of the remaining directors, even if less than a quorum, or by the election at an annual or special meeting of shareholders called for that purpose. The term of a director elected to fill a vacancy occurring in the board of directors is the unexpired term of the director’s predecessor in office. Except as provided below with respect to class voting, a directorship to be filled because of an increase in the number of directors may be filled by the shareholders or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders. The board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Unless otherwise authorized by the corporation’s certificate of formation, a vacancy or a newly created vacancy in a director position that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only: (1) by the affirmative vote of the majority of the directors then in office elected by the class, series, or group; (2) by the sole remaining director elected in that manner; or (3) by the affirmative vote of the holders of the outstanding shares of the class, series, or group. | | Removal of Directors | Under the DGCL, subject to the exceptions discussed below, holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause. If a Delaware corporation uses cumulative voting and less than the entire board is to be removed, a director may not be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors or, if the board of directors is classified, at an election of the class of directors of which such director is a part. If a Delaware corporation has a board of directors that is classified, stockholders may only effect removal of directors for cause, unless the certificate of incorporation provides otherwise. Where the certificate of incorporation provides that separate classes or series of stockholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal without cause of such a director, only the votes of the holders of such a class or series are considered. | Under the TBOC, subject to the exceptions discussed below or as otherwise provided by the governing documents, the holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause. If the certificate of formation permits cumulative voting and less than the entire board is to be removed, a director may not be removed if the votes cast against the removal would be sufficient to elect him or her if cumulatively voted at an election of the entire board of directors, or if there are classes of directors, at an election of the class of directors of which the director is a part. If a Texas corporation has a board of directors whose terms are staggered, shareholders may only effect removal of directors for cause, unless the certificate of formation provides otherwise. Where the certificate of formation provides that separate classes or series of shareholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal of such a director, only the votes of the holders of such a class or series are considered. |

  151. Comparison of Shareholder Rights under Delaware and Texas Law

    | Issue | Delaware | Texas | | Charter Amendments | Under the DGCL, subject to limited exceptions, an amendment to the certificate of incorporation must be approved by (i) the board of directors and (ii) the holders of a majority of the corporation’s outstanding stock entitled to vote thereon, unless the certificate of incorporation provides for a greater number. In addition, unless otherwise expressly required by the certificate of incorporation: (1) no meeting or vote of stockholders is required to adopt an amendment that reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only one class of stock outstanding and such class is not divided into series; and (2) an amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required if: (A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a properly called meeting, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision in the certificate of incorporation has been made in accordance with the DGCL, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class. | Under the TBOC, subject to limited exceptions, an amendment to the certificate of formation requires the approval of (i) the board of directors and (ii) the holders of at least two-thirds of the outstanding shares of a Texas corporation, unless a different threshold, not less than a majority, is specified in the certificate of formation. The proposed Texas Charter contains language setting the default voting threshold at a majority standard unless a different standard is specified elsewhere in the Texas Charter. |

  152. Comparison of Shareholder Rights under Delaware and Texas Law

    | Issue | Delaware | Texas | | Selection of Forum | Under the DGCL, a corporation’s governing documents may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in Delaware, and no provision of a Delaware corporation’s certificate of incorporation or bylaws may prohibit bringing such claims in the courts of Delaware. “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity; or (ii) as to which Delaware law confers jurisdiction upon the Delaware Court. With respect to claims that are not internal corporate claims, the certificate of incorporation or bylaws may require stockholders, when acting in their capacity as stockholders or in the right of the corporation, to bring any or all such claims only in 1 or more prescribed forums or venues, if such claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder to bring such claims in at least 1 court in Delaware that has jurisdiction over such claims. | Under the TBOC, the governing documents may require, consistent with applicable state and federal jurisdictional requirements, that any internal entity claims shall be brought only in a court in Texas. Pursuant to the TBOC, Texas corporations may specify in their governing documents which court or courts have exclusive jurisdiction of such claims. “Internal entity claim” means a claim of any nature, including a derivative claim in the right of an entity, that is based on, arises from, or relates to the internal affairs of the entity. Internal affairs include the rights, powers, and duties of the entity’s governing persons, officers, owners, and members, and matters relating to the entity’s membership or ownership interests. The TBOC does not address exclusive forum provisions in the certificate of formation or by-laws that are applicable to claims other than internal entity claims. | | Jury Trials | Jury trials are generally not available in the Delaware Chancery Court, which is the Court in which stockholder suits relating to the internal affairs of a Delaware corporation are typically filed. | Under Texas law, in civil cases, a party generally has a right to a jury trial to determine questions of fact if the party timely demands a jury and pays the jury fee. Under the TBOC, a Texas corporation may, in its governing documents, adopt a waiver of jury trials for internal entity claims, as defined in the TBOC. | | Stock Ownership Requirement for Derivative Suits | Under the DGCL, subject to limited exceptions, a stockholder may not institute or maintain a derivative suit unless the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law. | Under the TBOC, a shareholder may not institute or maintain a derivative proceeding unless: (1) the shareholder was a shareholder of the corporation at the time of the transaction in question, or became a shareholder by operation of law originating from a person that was a shareholder at the time of the transaction in question; and (2) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. Under the TBOC, a public Texas corporation may in its governing documents include a threshold of ownership (not to exceed 3% of outstanding shares) for an individual or group of individuals to institute or maintain a derivative proceeding brought on behalf of the corporation. Neither the Texas Charter nor the Texas Bylaws contain any such ownership threshold to institute or maintain such a derivative proceeding. |