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As filed with the Securities and Exchange Commission on October 29, 2025
Registration No. 333-

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EZCORP, INC.
(Exact name of registrant as specified in its charter)
    Delaware    74-2540145
    (State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)
    2500 Bee Cave Road, Building One, Suite 200, Rollingwood, Texas    78746
    (Address of Principal Executive Offices)    (Zip Code)
EZCORP, INC. 2022 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Ellen Bryant
Chief Legal Officer and Secretary
EZCORP, Inc.
2500 Bee Cave Road, Building One, Suite 200, Rollingwood, Texas 78746
(Name and address of agent for service)
(512) 314-3400
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer ☐    Accelerated filer ☒
    Non-Accelerated filer ☐    Smaller reporting company ☐
        Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐




Pursuant to General Instruction E of Form S-8 (“Registration of Additional Securities”), the Registrant hereby makes the following statement:

On March 4, 2022, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-263308) (the “Prior Registration Statement”) relating to shares of the Registrant’s common stock to be issued pursuant to the EZCORP, Inc. 2022 Long-Term Incentive Plan (the “Incentive Plan”), and the Prior Registration Statement is currently effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Incentive Plan. The contents of the Prior Registration Statement are incorporated hereby by reference.
Item 8 — Exhibits.
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number
Description
23.2*
Consent of legal counsel (included in Exhibit 5.1)
24.1*
Power of attorney (set forth on signature page)
*    Filed herewith



SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rollingwood, State of Texas, on October 29, 2025.
EZCORP, INC.

By:        /s/ Lachlan P. Given    
    Lachlan P. Given,
    Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Ellen Bryant his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.
Signature
Title
Date
/s/ Lachlan P. Given
Chief Executive Officer and Director
October 29, 2025
Lachlan P. Given
(principal executive officer)
/s/ Timothy K. Jugmans
Chief Financial Officer
October 29, 2025
Timothy K. Jugmans
(principal financial officer)
/s/ Michael Croney
Chief Accounting Officer
October 29, 2025
Michael Croney
(principal accounting officer)
/s/ Matthew W. Appel
Director
October 29, 2025
Matthew W. Appel
/s/ Zena Srivatsa Arnold
Director
October 29, 2025
Zena Srivatsa Arnold
/s/ Phillip E. Cohen
Executive Chairman and Director
October 29, 2025
Phillip E. Cohen
/s/ Jason A. Kulas
Director
October 29, 2025
Jason A. Kulas
/s/ Pablo Lagos Espinosa
Director
October 29, 2025
Pablo Lagos Espinosa
/s/ Gary L. Tillett
Director
October 29, 2025
Gary L. Tillett



EX-FILING FEES
S-8 S-8 EX-FILING FEES 0000876523 EZCORP INC N/A Fees to be Paid 0000876523 2025-10-29 2025-10-29 0000876523 1 2025-10-29 2025-10-29 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

EZCORP INC

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A Non-Voting Common Stock, par value, $0.01 per share Other 1,500,000 $ 17.84 $ 26,760,000.00 0.0001381 $ 3,695.56

Total Offering Amounts:

$ 26,760,000.00

$ 3,695.56

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,695.56

Offering Note

1

Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of Class A Non-Voting Common Stock as may become issuable pursuant to the antidilution provisions for the 2022 Long-Term Incentive Plan. The maximum aggregate offering price is estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the Class A Non-Voting Common Stock reported on The NASDAQ Stock Market on October 28, 2025.
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Document
https://cdn.kscope.io/4c2b9440e5585a52dd7daff38f7b009d-image_0.jpg    Exhibit 5.1
October 29, 2025
EZCORP, Inc.
Building One, Suite 200
2500 Bee Cave Road
Rollingwood, Texas 78746
Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
I am Chief Legal Officer and Secretary for EZCORP, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933 of the offer and sale of 1,500,000 shares of the Company's Class A Non-Voting Common Stock, par value $.01 per share (the “Shares”), that may be issued from time to time pursuant to awards granted under the EZCORP, Inc. 2022 Long-Term Incentive Plan (the “Plan”).
In reaching the opinion set forth herein, I have examined such agreements, certificates of public officials and officers of the Company, records, documents and matters of law as I deemed relevant.
Based on the foregoing and subject further to the assumptions, exceptions and qualifications hereinafter stated, I am of the opinion that the Shares, when issued in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan and the relevant award agreements, will be legally issued, fully paid and nonassessable.
In rendering the opinion set forth herein, I have assumed that the Company will receive the full amount and type of consideration (as specified in the Plan and each applicable award agreement) for each of the Shares or will have received that consideration upon the issuance of the Shares pursuant to the applicable award agreement; that such consideration will be in cash, personal property or services already performed; that such consideration will equal or exceed the par value per share of the Shares; that appropriate certificates or other evidence of ownership with respect to the Shares will be properly executed upon each such issuance; and that each grant of an award pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of Texas, the Delaware General Corporation Law and the federal laws of the United States of America. I am not admitted to the practice of law in the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come into the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ Ellen Bryant
Ellen Bryant
Chief Legal Officer and Secretary
EZCORP, Inc. 2500 Bee Cave Road Building One, Suite 200 Rollingwood, Texas 78746 (512) 314-3400
Document

Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

EZCORP, Inc.
Austin, Texas

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 13, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, of EZCORP, Inc.’s appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

/s/ BDO USA, P.C.

BDO USA, P.C.
Dallas, Texas
October 29, 2025.


BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.