{"url_path":"/sec/fcfs/8-k/2026-06-23/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Information**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-076623-index.html","accession_number":"0001104659-26-076623","cik":"0000840489","ticker":"FCFS","issuer_name":"FirstCash Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-076623-index.html","primary_entity_key":"0000840489","primary_entity_name":"FirstCash Holdings, Inc."},"word_count":693,"has_tables":true,"body_markdown":"**Item 8.01. Other Information**\n\n** **\n\nOn\nJune 23, 2026, Bidco released an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom\nCity Code on Takeovers and Mergers (the “Code”) disclosing that the board of directors of Bidco (the “Bidco Board”)\nand the board of directors of Ramsdens (the “Ramsdens Board”) had reached agreement on the terms of a final*\nrecommended cash offer by Bidco for the entire issued and to be issued share capital of Ramsdens (the “Acquisition”).\n\n \n\n*Rule 2.7 Announcement*\n\n* *\n\nOn June 23, 2026, Bidco released the Rule 2.7\nAnnouncement, disclosing that the Bidco Board and the Ramsdens Board had reached agreement on the terms of the Acquisition. It is intended\nthat, the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26\nof the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”). Under the terms of the Acquisition, Ramsdens\nshareholders will be entitled to receive 609 pence in cash for each Ramsdens share held, comprising (i) 600 pence in cash from Bidco and\n(ii) permitted dividends of 9 pence per share due to be paid on October 9, 2026.\n\n \n\nThe Acquisition will be subject to customary closing\nconditions and certain further terms, including, among others: (i) the approval of the Scheme by a majority in number of Ramsdens shareholders\nalso representing not less than 75% in value of the Ramsdens shares, in each case present and voting, either in person or by proxy, at\nthe Ramsdens shareholders’ meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales;\n(iii) the receipt of regulatory approvals, including from the Financial Conduct Authority of the United Kingdom and the United Kingdom’s\nCompetition and Markets Authority; and (iv) the Scheme becoming effective before 11:59 p.m. (London time) on December 31, 2026. The conditions\nto the Acquisition are set out in full in the Rule 2.7 Announcement. Subject to the satisfaction or waiver of all relevant conditions,\nit is expected that the Acquisition will be completed in the second half of 2026.\n\n \n\nBidco has reserved the right, subject to the prior\nconsent of the UK Panel on Takeovers and Mergers (and to the terms of the Co-operation Agreement, as defined below), to elect to implement\nthe Acquisition by way of a takeover offer (as such term is defined in the UK Companies Act) (a “Takeover Offer”).\n\n \n\nThe foregoing summary of the Rule 2.7 Announcement\nis subject to, and qualified in its entirety by, the text of the Rule 2.7\n\nAnnouncement, which is filed as Exhibit 2.1 hereto\nand incorporated herein by reference.\n\n* *\n\n \n\n*\nThe financial terms of the acquisition are final and will not be increased\nor improved, except that Bidco reserves the right to increase the amount of the cash consideration payable by it (i) if there is an announcement\non or after the date of the Rule 2.7 Announcement of a possible offer or a firm intention to make an offer for Ramsdens by a third party\nor (ii) with the consent of the UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances).\n\n \n\n \n\n \n\n* *\n\n*Bridge Credit Agreement*\n\n** **\n\nThe Company currently envisages drawing down funds\nunder its existing U.S. revolving unsecured credit facility (as the same may be amended, restated, varied or replaced from time to time)\nprior to the effective date of the Acquisition to permit Bidco to finance the Acquisition and to pay related fees and expenses, including\npotential repayment of Ramsdens outstanding indebtedness. However, in order to provide a backstop for the financing of the Acquisition\nand to satisfy the “certain funds” requirements under the Code, Bidco, the Company and FirstCash, Inc. entered into a Bridge\nTerm Loan Credit Agreement, dated as of June 23, 2026 (as amended, restated, supplemented or modified from time to time, the “Bridge\nCredit Agreement”), with Jefferies Finance LLC (as administrative agent), the other guarantors party thereto and the lenders party\nthereto, pursuant to which the lenders agreed to provide Bidco certain borrowings in an aggregate amount of up to £218 million on\nthe terms and conditions set forth in the Bridge Credit Agreement."}