{"url_path":"/sec/fcfs/8-k/2026-06-18/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ****Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-075855-index.html","accession_number":"0001104659-26-075855","cik":"0000840489","ticker":"FCFS","issuer_name":"FirstCash Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-075855-index.html","primary_entity_key":"0000840489","primary_entity_name":"FirstCash Holdings, Inc."},"word_count":695,"has_tables":true,"body_markdown":"**Item 3.03****Material Modification to Rights of Security Holders.**\n\n \n\nAs previously disclosed, FirstCash Holdings, Inc. (the “Company”)\nheld its Annual Meeting of Stockholders on June 9, 2026, at which Annual Meeting a majority of the Company’s stockholders approved\nthe reincorporation of the Company to the State of Texas. Following the approval of the reincorporation by the Company’s stockholders\nand in order to effect the reincorporation, on June 18, 2026, the Company (i) filed a certificate of conversion with the Secretary\nof State of the State of Delaware, and (ii) filed with the Secretary of State of the State of Texas (x) a certificate of conversion\nwith a plan of conversion (the “Plan of Conversion”), pursuant to which the reincorporation of the Company from the State\nof Delaware to the State of Texas (the “Texas Reincorporation”) became effective on June 18, 2026 (the “Effective\nTime”), and (y) a certificate of formation (the “Texas Charter”).\n\n \n\nAs of the Effective Time, the affairs of the Company ceased to be governed\nby the laws of the State of Delaware, the Company’s existing Amended and Restated Certificate of Incorporation (the “Delaware\nCharter”) and the Company’s existing Amended and Restated Bylaws (the “Delaware Bylaws”), and instead became governed\nby the laws of the State of Texas, the Texas Charter and the amended and restated bylaws approved by the Company’s board of directors\n(the “Texas Bylaws”).\n\n \n\nThe Company will continue in existence as a Texas corporation and will\ncontinue to operate its business under the name, “FirstCash Holdings, Inc.” The Texas Reincorporation did not result\nin any change in headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number\nof employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Texas Reincorporation\nand the cost of corporate franchise taxes). The Texas Reincorporation did not adversely affect any of the Company’s material contracts\nwith any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be the\nrights and obligations of the Company after the Texas Reincorporation.\n\n \n\nAt the Effective Time, each outstanding share of common stock, par\nvalue $.01 per share, of the Delaware corporation (the “Delaware Corporation Common Stock”) automatically converted into one\noutstanding share of common stock, par value $.01 per share, of the Texas corporation (the “Texas Corporation Common Stock”)\npursuant to the Plan of Conversion. Stockholders of the Company do not need to exchange their existing stock certificates for new stock\ncertificates. There will be no interruption in trading: the shares of the Texas Corporation Common Stock continue to be traded on the\nNasdaq Stock Market under the symbol “FCFS.”\n\n \n\nAt the Effective Time, each employment letter or agreement, employee\nbenefit plan or agreement, incentive compensation plan or agreement or other similar plan or agreement to which the Delaware corporation\nwas a party, or otherwise maintained, sponsored or contributed to, continued to be a plan or agreement of the Texas corporation on the\nsame terms and conditions. To the extent that any such plan, letter or agreement provided for the issuance, or was otherwise based on\nthe value, of common stock or other equity securities of the Delaware corporation, as of the Effective Time, automatically by virtue of\nthe conversion, such plan or agreement was deemed to provide for the issuance, or be based on the value, of common stock or other equity\nsecurities of the Texas corporation, respectively.\n\n \n\nCertain rights of the Company’s stockholders changed as a result\nof the Texas Reincorporation. A more detailed description of the Plan of Conversion, the Texas Charter, the Texas Bylaws and the effects\nof the Texas Reincorporation is set forth under the heading “Proposal 4 - Approval of the Reincorporation of the Company to the\nState of Texas by Conversion” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange\nCommission on April 28, 2026, which description is incorporated herein by reference. Copies of the Plan of Conversion, the Texas\nCharter and the Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated\nherein by reference."}