Acquisitions

12 Months Ended

Dec. 31, 2024

Acquisitions and Divestitures

Brigit Acquisition

On December 12, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fortuna Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Brigit, and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of Brigit’s securityholders, pursuant to which Merger Sub merged with and into Brigit (the “Merger”), with Brigit surviving the Merger as a wholly owned subsidiary of the Company. The Merger with Brigit, a leading holistic financial health technology company, was completed on January 31, 2025 (the “Closing Date”). In accordance with the Merger Agreement, we issued to the security holders of Brigit (the “Brigit Securityholders”) an aggregate of approximately 2.7 million shares of our common stock, par value $0.01 per share (the “Closing Stock Consideration”), with a value of $29.34 per share based on the volume-weighted average price of our common stock over the ten consecutive trading days ending on (and including) the trading day immediately prior to the Closing Date, and paid to them aggregate closing cash consideration of $278.7 million (“Closing Cash Consideration”). The Closing

Cash Consideration is subject to post-closing working capital adjustments. The Closing Cash Consideration for the acquisition was financed with a combination of cash on hand and borrowings under our ABL Credit Facility.

Pursuant to the terms of the Merger Agreement, we will also pay the Brigit Securityholders $75 million in deferred consideration, payable in multiple installments, $37.5 million of which will be payable 30 days following the first anniversary of the Closing Date and the remainder of which will be payable no later than 30 days following the second anniversary of the Closing Date. The payment of the deferred consideration is subject to acceleration if certain acceleration events specified in the Merger Agreement occur prior to the payment of the deferred consideration. The Brigit Securityholders may also receive up to $60 million in earnout payments based on achievement of certain financial performance metrics for the Brigit business in 2026. The earnout payments are subject to acceleration if certain acceleration events specified in the Merger Agreement occur prior to the final calculation and payout of the earnout payments.

The portion of Closing Stock Consideration issued to Brigit’s co-founders and certain of their respective affiliates (collectively, the “Co-Founders”) is subject to vesting and other limitations set forth in a restricted stock agreement entered into with each such Co-Founder, with 10% of the Closing Stock Consideration issued to such Co-Founder vesting six months after the Closing Date, 55% of such Closing Stock Consideration vesting one year after the Closing Date and 100% of such Closing Stock Consideration vesting two years after the Closing Date.

As of the date of this Annual Report on Form 10-K, we are unable to disclose supplemental pro forma financial information, including combined revenues and earnings of the recently merged companies, for the year ended December 31, 2024, or the preliminary fair value of assets acquired and liabilities assumed in connection with the Merger, due to the unavailability of Brigit's financial statements as of December 31, 2024, and as of the date of the Merger. We intend to report the above information in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Other Acquisitions

The following table provides information concerning other store acquisitions completed during the years ended December 31, 2024, 2023 and 2022.


	Year Ended December 31,
(dollar amounts in thousands)	2024		2023		2022
Number of stores acquired remaining open	3		—		1
Number of stores acquired that were merged with existing stores	3		1		4
Number of transactions	6		1		5
Total purchase price	$	1,463	$	39	$	995
Amounts allocated to:
Goodwill	$	439	$	—	$	—

Customer relationships	230		11		141
Rental merchandise	794		28		854

Operating results of the acquired stores and accounts have been included in the financial statements since their date of acquisition.

Refranchise Sale

On September 9, 2024, we sold 55 Rent-A-Center stores in the states of New York and New Jersey to a franchisee. We received cash consideration of approximately $19.1 million, including approximately $0.6 million related to franchise fees. The sale included on rent and held for rent inventory of approximately $13.0 million, property assets of approximately $2.0 million, and prorated rent and other miscellaneous expenses of $0.4 million, resulting in a net gain on sale of approximately $3.1 million. The gain on sale was recorded to non-labor operating expenses in our Consolidated Statements of Operations.