SEC Company Response from FirstCash Holdings, (FCFS) — Apr 27, 2026
FirstCash Holdings, Inc.
Date: April 27, 2026 · CIK: 0000840489 · Accession: 0001104659-26-048832
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10960
Referenced dates: April 24, 2026
Letter
One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
April 27, 2026
VIA EDGAR AND EMAIL
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Kate Beukenkamp
Re: FirstCash Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 13, 2026
File No. 001-10960
Ladies and Gentlemen:
This letter is being submitted on behalf of our client, FirstCash Holdings, Inc. (the " Company "), in response to comments provided by the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission set forth in the Staff's letter dated April 24, 2026 with respect to the above-referenced preliminary proxy statement on Schedule 14A filed by the Company. Please find the Company's response to the Staff's comments below. For your convenience, the Staff's comments are shown immediately preceding the Company's responses thereto. In addition and concurrently herewith, the Company has filed on EDGAR a revised preliminary proxy statement including the changes discussed below made in response to the Staff's comments. Capitalized terms used but not otherwise defined in this letter shall have the meanings assigned to such terms in the preliminary proxy statement.
Approval of the Reincorporation of the Company to the State of Texas by Conversion, page 63
1. We note your statement on page 76 that "[t]he exclusive forum provision in the Texas Bylaws explicitly states that it shall not apply to any direct claims under the Securities Act of 1933, as amended (the 'Securities Act'), or the Securities Exchange Act of 1934, as amended (the 'Exchange Act')." However, we note that the exclusive forum provision in your Texas Bylaws on page D-23 states that "[u]nless the Corporation 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended." Please revise for consistency. Additionally, please note that federal and state courts have concurrent jurisdiction over claims arising under the Securities Act. See Section 22 of the Securities Act. Please revise to discuss the material risks regarding the exclusive forum provision including, but not limited to, increased costs to bring a claim and that the provision can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable, as well as any uncertainty as to whether a court would enforce the exclusive forum provision.
Response :
In response to the Staff's comment regarding the inconsistency between the statement on page 76 and the exclusive forum provision in the Texas Bylaws on page D-23, the Company has revised its disclosure on page 76 to state that: "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."
Alston & Bird LLP www.alston.com
Atlanta | Brussels | Century City | Charlotte | Chicago | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.
In response to the Staff's comment regarding a discussion of the material risks regarding the exclusive forum provision in the Texas Bylaws, the Company has added additional disclosure discussing the material risks regarding the exclusive forum provision on page 67 of the revised preliminary proxy statement.
The Company respectfully requests the Staff's assistance in completing the review of the revised preliminary proxy statement as soon as possible. Please let us know if we can provide any further information or assistance to facilitate your review. Do not hesitate to call me at (404) 881-4421 with any questions or concerns.
Sincerely,
Alston & Bird LLP
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CORRESP 1 filename1.htm One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 404-881-7000 | Fax: 404-881-7777 April 27, 2026 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Kate Beukenkamp Re: FirstCash Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 13, 2026 File No. 001-10960 Ladies and Gentlemen: This letter is being submitted on behalf of our client, FirstCash Holdings, Inc. (the " Company "), in response to comments provided by the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission set forth in the Staff's letter dated April 24, 2026 with respect to the above-referenced preliminary proxy statement on Schedule 14A filed by the Company. Please find the Company's response to the Staff's comments below. For your convenience, the Staff's comments are shown immediately preceding the Company's responses thereto. In addition and concurrently herewith, the Company has filed on EDGAR a revised preliminary proxy statement including the changes discussed below made in response to the Staff's comments. Capitalized terms used but not otherwise defined in this letter shall have the meanings assigned to such terms in the preliminary proxy statement. Approval of the Reincorporation of the Company to the State of Texas by Conversion, page 63 1. We note your statement on page 76 that "[t]he exclusive forum provision in the Texas Bylaws explicitly states that it shall not apply to any direct claims under the Securities Act of 1933, as amended (the 'Securities Act'), or the Securities Exchange Act of 1934, as amended (the 'Exchange Act')." However, we note that the exclusive forum provision in your Texas Bylaws on page D-23 states that "[u]nless the Corporation 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended." Please revise for consistency. Additionally, please note that federal and state courts have concurrent jurisdiction over claims arising under the Securities Act. See Section 22 of the Securities Act. Please revise to discuss the material risks regarding the exclusive forum provision including, but not limited to, increased costs to bring a claim and that the provision can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable, as well as any uncertainty as to whether a court would enforce the exclusive forum provision. Response : In response to the Staff's comment regarding the inconsistency between the statement on page 76 and the exclusive forum provision in the Texas Bylaws on page D-23, the Company has revised its disclosure on page 76 to state that: "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." Alston & Bird LLP www.alston.com Atlanta | Brussels | Century City | Charlotte | Chicago | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C. In response to the Staff's comment regarding a discussion of the material risks regarding the exclusive forum provision in the Texas Bylaws, the Company has added additional disclosure discussing the material risks regarding the exclusive forum provision on page 67 of the revised preliminary proxy statement. The Company respectfully requests the Staff's assistance in completing the review of the revised preliminary proxy statement as soon as possible. Please let us know if we can provide any further information or assistance to facilitate your review. Do not hesitate to call me at (404) 881-4421 with any questions or concerns. Sincerely, Alston & Bird LLP /s/ Kyle G. Healy Kyle G. Healy Partner