{"url_path":"/sec/fcfs/8-k/2026-07-16/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-084072-index.html","accession_number":"0001104659-26-084072","cik":"0000840489","ticker":"FCFS","issuer_name":"FirstCash Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/840489/0001104659-26-084072-index.html","primary_entity_key":"0000840489","primary_entity_name":"FirstCash Holdings, Inc."},"word_count":1700,"has_tables":true,"body_markdown":"** **\n\n**Item 9.01 Financial Statements and Exhibits.**\n\n \n\n \n(d) \n Exhibits:\n\n \n \n \n \n\n \n \n[2.1](tm2620535d1_ex2-1.htm)\n[Announcement for the Revised Offer dated July 16, 2026 ](tm2620535d1_ex2-1.htm)\n\n \n \n104\nCover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)\n\n** **\n\n**Further Information; No Offer or Solicitation**\n\n \n\nThis Form 8-K is for information purposes and is not intended to and\ndoes not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for,\nsell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition\nor otherwise, nor shall there be any sale, issuance or transfer of securities of Ramsdens in any jurisdiction in contravention of applicable\nlaw. The Acquisition will be made solely by means of the Scheme document (or, if the Acquisition is implemented by way of a takeover offer\n(as such term is defined in the UK Companies Act) (a “Takeover Offer”), the offer document), which will contain the full terms\nand conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other\nresponse in relation to the Acquisition should be made only on the basis of the information contained in the Scheme document (or, if the\nAcquisition is implemented by way of a Takeover Offer, the offer document). Ramsdens shareholders are urged to read the Scheme document\nwhen it becomes available, because it will contain important information relating to the Acquisition.\n\n \n\n2\n\n \n\n \n\n**Additional Information**\n\n** **\n\nThe Acquisition to acquire the shares of an English company is expected\nto be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement\nis not subject to the tender offer rules or the proxy solicitation rules under the Securities Exchange Act of 1934, as amended the (“US\nExchange Act”). Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom\nto schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The\nfinancial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with\naccounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies\nwhose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its\nright to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.\n\n \n\nThe receipt of cash pursuant to the Acquisition by a US holder as consideration\nfor the transfer of its Ramsdens shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax\npurposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Ramsdens shareholder is urged\nto consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.\n\n \n\nIn accordance with normal United Kingdom practice and pursuant to Rule\n14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time\nmake certain purchases of, or arrangements to purchase, Ramsdens shares outside of the US, other than pursuant to the Acquisition, until\nthe date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were\nto be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the\nCode. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information\nabout such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will\nbe available on the London Stock Exchange website at www.londonstockexchange.com.\n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis Form 8-K and the exhibits hereto contains forward-looking statements\nregarding, among other things, the Acquisition, the anticipated benefits and timing of the Acquisition, the anticipated financing of the\nAcquisition and the business, financial condition, outlook and prospects of the Company and Ramsdens. Forward-looking statements, as that\nterm is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such\nas “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,”\n“should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,”\n“potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable\nterminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements\ncan also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements\nrelate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have\nnot yet occurred, these statements are inherently subject to risks and uncertainties.\n\n \n\n3\n\n \n\n \n\nWhile the Company believes the expectations reflected in forward-looking\nstatements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that\nsuch forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated\nby the forward-looking statements made in this release. With respect to the Acquisition, these factors, risks and uncertainties include,\nwithout limitation, the risk that the Acquisition may not be consummated, including as a result of a failure by Company or Ramsdens to\nobtain the necessary shareholder (in the case of Ramsdens) or regulatory approvals required for the Acquisition, or that required regulatory\napprovals may delay the Acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the Acquisition,\nor the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; the length of\ntime necessary to consummate the Acquisition, which may be longer than anticipated for various reasons; the risk that Ramsdens will not\nbe combined and integrated successfully; the risk that the cost savings, synergies and other benefits from the Acquisition may not be\nfully realized or may take longer to realize than expected; the diversion of management time on acquisition-related issues; the risk that\ncosts associated with the integration of Ramsdens is higher than anticipated; increased exposure to local economic and political conditions,\nexchange rate fluctuations and the extensive regulatory regime in the UK; risks related to the ability to hire and retain key Ramsdens\npersonnel; and the effects of tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment,\ntax adjustments, anticipated tax rates, or other regulatory compliance costs; and risks related to the ability of the Company to utilize\nborrowings under its existing revolving credit facility to fund the Acquisition and to not rely on that certain Bridge Term Loan Credit\nAgreement, dated as of June 23, 2026 (as amended, restated, supplemented or modified from time to time, the “Bridge Credit Agreement”),\nby and among the Company, Bidco, FirstCash, Inc., Jefferies Finance LLC (as administrative agent), the other guarantors party thereto\nand the lenders party thereto, to finance the Acquisition.\n\n \n\nAdditional risks and uncertainties with respect to the Company are\ndiscussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission\n(the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports the Company\nfiles with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict,\nin many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the\nforward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the\nCompany expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change\nin the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except\nas required by law.\n\n \n\n**Publication on website**\n\n** **\n\nIn accordance with Rule 26.1 of the Code, a copy of this announcement\nwill be made available, subject to certain restrictions, on the Company’s website at https://investors.firstcash.com/ by no later\nthan 12 noon (London time) on the business day following publication of this announcement. For the avoidance of doubt, the contents of\nany websites referred to in this announcement are not incorporated into and do not form part of this announcement.\n\n \n\n**Right to request hard copies**\n\n \n\nIn accordance with Rule 30.3 of the Code, a person so entitled may\nrequest a hard copy of this announcement (and any document or information incorporated into it by reference to another source) by contacting\nRamsdens’s registrars, Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom\nor by calling them during business hours on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday\n(except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from\noutside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in\nelectronic form or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference\ninto this announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request\nthat all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy\nform.\n\n \n\n4\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nas amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: July 16, 2026\nFIRSTCASH HOLDINGS, INC.\n\n \n(Registrant)\n\n \n \n\n \n/s/\nR. DOUGLAS ORR\n\n \nR. Douglas Orr\n\n \n\nExecutive Vice President and Chief Financial Officer\n\n(As Principal Financial and Accounting Officer)\n\n \n\n5"}