FirstCash (FCFS) to Acquire H&T Group

FirstCash Holdings, Inc. (Nasdaq: FCFS), a leading international operator of over 3,000 retail pawn stores in the U.S. and Latin America, today announced that it has reached agreement on the terms of a final^* recommended cash acquisition of H&T Group plc (“H&T”), the leading operator of pawn stores in the United Kingdom. Under the terms of the agreement, FirstCash (through a newly incorporated wholly-owned U.K. subsidiary, Chess Bidco Limited) will pay cash consideration of 650 pence for each share of H&T stock. In addition, H&T shareholders will receive a final dividend of 11 pence for each H&T share to be paid on June 27, 2025. The total equity value, including cash consideration for the shares and the final cash dividend, is approximately £297 million or $394 million USD based on the exchange rate as of the close of business on May 13, 2025.

The acquisition of H&T expands FirstCash’s geographic footprint into a new and attractive market, further providing the Company with enhanced scale, operating efficiencies and long-term growth opportunities. This combination of FirstCash and H&T will create the largest publicly traded pawn platform in the United States, Latin America and the United Kingdom.

Mr. Rick Wessel, Chief Executive Officer and Vice-Chairman of the Board of FirstCash, commented, “We are excited to add H&T, the leading pawn operator in the United Kingdom, as part of FirstCash’s global platform. This strategic transaction provides an entry into a significant new market which we believe will unlock additional growth opportunities for the Company. We have great confidence in H&T's continued success given their proven track record coupled with their experienced management and operations teams. FirstCash looks forward to working together to drive long-term value for all of our customers, employees, and shareholders."

Mr. Chris Gillespie, Chief Executive Officer of H&T, commented, “The acquisition has a compelling strategic rationale, bringing together two businesses with complementary offerings focused on the values and benefits of their customers. I am extremely proud of H&T, we have built a fantastic team and highly attractive business, and FirstCash’s offer is a clear acknowledgment of this. It's clear to us that FirstCash has full appreciation of our capabilities, the dedication of our employees, commitment to the customer and with their backing and support, I am confident H&T will have an extremely bright future.”

^{* The financial terms of the acquisition are final and will not be increased or improved, except that Chess Bidco Limited reserves the right to increase the amount of the cash consideration payable by it (i) if there is an announcement on or after the date of this announcement of a possible offer or a firm intention to make an offer for H&T by a third party or (ii) with the consent of the UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances).}

Compelling Strategic and Financial Benefits

• Establishes FirstCash as the leading operator of pawn stores in the UK: H&T represents a highly complementary strategic fit as the UK’s largest pawnbroker, operating with a network of 285 stores.
• Expands FirstCash’s Geographic Reach: Entry into the UK pawn market represents another major step in FirstCash’s international growth strategy, adding further geographic diversification to the Company’s existing U.S. and Latin American pawn operations.
• Unlocks Further Growth Opportunities: H&T’s well-recognized brand provides FirstCash with a platform for increased penetration across key regions of the UK and opens the door for potential expansion into other European markets.
• Enhances Scale and Operating Leverage: The addition of 285 stores increases FirstCash’s scale, operational footprint and ability to leverage efficiencies across its global platform.
• Adds Experienced UK-Based Leadership: H&T’s seasoned management team brings deep local expertise and a proven track record of performance, positioning FirstCash to drive strong execution and continued momentum in the UK market.
• Financially Compelling: The transaction is expected to be meaningfully accretive to both EBITDA and EPS, strengthening FirstCash’s financial profile and long-term shareholder value.

Transaction Timeline and Additional Details
The acquisition has been unanimously approved by the Boards of Directors of both FirstCash and H&T. The transaction is subject to approval by H&T’s shareholders and customary regulatory approvals in the United Kingdom. The transaction is expected to close in the second half of 2025, subject to receipt of these approvals and the satisfaction of other customary closing conditions.

Presentation
Associated presentation materials regarding the transaction will be available on the investor relations section of FirstCash’s website at https://investors.firstcash.com/.

Advisors
Jefferies LLC is serving as exclusive financial advisor to FirstCash. Alston & Bird LLP and Macfarlanes LLP are serving as legal counsel to FirstCash.

Canaccord Genuity is serving as lead financial advisor to H&T and Shore Capital is serving as joint financial advisor to H&T. Gowling WLG (UK) LLP is serving as legal advisor to H&T.

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