TitleMax of South Carolina, Inc. v. Wendy Spicher

USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 1 of 38 PUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 25-2027 TITLEMAX OF SOUTH CAROLINA, INC., Plaintiff - Appellant, v. WENDY SPICHER, in Her Official Capacity as Secretary of the Pennsylvania Department of Banking and Securities, Defendant - Appellee. ------------------------------ STATE OF SOUTH CAROLINA Amicus Supporting Appellant Appeal from the United States District Court for the District of South Carolina, at Florence. Joseph Dawson, III, District Judge. (4:24-cv-04399-JD) Argued: March 18, 2026 Decided: August 5, 2026 Before THACKER, RUSHING, and BENJAMIN, Circuit Judges. Affirmed in part, vacated in part, and remanded with instructions by published opinion. Judge Benjamin wrote the opinion, in which Judge Thacker and Judge Rushing joined. USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 2 of 38 ARGUED: Troy Clifton Homesley, III, TROUTMAN PEPPER LOCKE LLP, Charlotte, North Carolina, for Appellant. A. Michael Pratt, GREENBERG TRAURIG, P.A., Philadelphia, Pennsylvania, for Appellee. ON BRIEF: Ryan J. Strasser, Richmond, Virginia, Christopher G. Browning, Raleigh, North Carolina, Misha Tseytlin, TROUTMAN PEPPER LOCKE LLP, Chicago, Illinois, for Appellant. Brian T. Feeney, Philadelphia, Pennsylvania, Dominic E. Draye, GREENBERG TRAURIG, LLP, Washington, D.C., for Appellee. Thomas T. Hydrick, Solicitor General, Joseph D. Spate, Deputy Solicitor General, OFFICE OF THE ATTORNEY GENERAL OF SOUTH CAROLINA, Columbia, South Carolina, for Amicus Curiae. 2 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 3 of 38 DEANDREA GIST BENJAMIN, Circuit Judge: This appeal addresses when a federal court may intervene in state civil enforcement proceedings. TitleMax of South Carolina, Inc. (“TitleMax SC”) originates all of its loans in South Carolina, but the Pennsylvania Department of Banking and Securities (the “Department”) contends that some of those loans involved Pennsylvania borrowers and violated Pennsylvania usury laws. Based on TitleMax SC’s conduct in Pennsylvania, the Department issued an investigative subpoena in 2017, seeking records related to loans involving Pennsylvania consumers. After litigation over that subpoena, the Department initiated a formal administrative enforcement proceeding against TitleMax SC for alleged violations of Pennsylvania’s usury laws. The Department separately issued a second investigative subpoena in 2024. TitleMax SC responded with this federal suit, seeking to halt both the administrative enforcement proceeding and the second investigative subpoena. TitleMax SC alleges a Dormant Commerce Clause claim, arguing that the Department may not apply Pennsylvania’s usury laws to loans originated in South Carolina because doing so would regulate commerce occurring wholly outside Pennsylvania. The district court dismissed the complaint, concluding that TitleMax SC’s claims related to the enforcement proceedings were barred by issue preclusion or, in the alternative, Younger abstention. The district court also held that TitleMax SC’s claims related to the second investigative subpoena were not ripe. 3 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 4 of 38 We affirm on the Younger and ripeness grounds. First, we hold that TitleMax SC’s claims challenging the administrative enforcement proceeding interfere with an ongoing state proceeding, triggering the court’s duty to abstain under Younger. Second, we hold the claims challenging the second investigative subpoena are not ripe because TitleMax SC has not alleged a present injury from the second investigative subpoena itself. I. Background A. TitleMax of South Carolina and Its Affiliated Companies TitleMax SC is a South Carolina corporation with its principal place of business in Savannah, Georgia. It is licensed under South Carolina law to offer consumer loans secured by motor vehicle titles1, and it maintains physical locations in South Carolina. In addition to title secured loans, TitleMax SC also offers unsecured personal loans both online and in-store. Although TitleMax SC offers unsecured loans online2, TitleMax SC originates loans exclusively within the territorial and geographic borders of South Carolina. TitleMax SC only offers title secured loans in person at TitleMax SC’s stores, all of which are in South Carolina. To obtain an unsecured online loan, the borrower must have GPS location services turned on, allowing TitleMax SC to determine that the borrower is in South 1 Title secured loans (or auto title loans) are loans where a borrower uses their lien- free vehicle as collateral for receiving the loan. 2 Unsecured loans do not require the borrower to provide collateral and are issued and approved by the lender based solely on the borrower’s credit history, income, and present debt. 4 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 5 of 38 Carolina before processing the loan. Thus, a borrower located outside of South Carolina must travel into South Carolina to obtain a loan from TitleMax SC. Even with these geographic requirements, TitleMax SC has made some loans to non-South Carolina residents, including Pennsylvania residents who traveled to South Carolina. TitleMax SC’s internal corporate records show it made approximately 120 loans to individuals who had a Pennsylvania address between 2008 and the present. TitleMax SC maintains that it does not originate loans, keep offices, employ personnel, or disburse loan proceeds in Pennsylvania, and that any borrower must appear in person at a South Carolina store to obtain a title secured loan. TitleMax SC has, however, engaged in conduct connected to Pennsylvania borrowers or collateral, including perfecting or recording liens with the Pennsylvania Department of Transportation, collecting payments from Pennsylvania residents, communicating with borrowers in Pennsylvania, and repossessing vehicles located in Pennsylvania. TitleMax SC is part of a broader family of affiliated entities (collectively, “TitleMax”3). 3 TMX Finance LLC is the parent company of TitleMax SC and other entities that offer motor vehicle title secured loans, including, but not limited to, TitleMax of Ohio, Inc., TitleMax of Delaware, Inc., and TitleMax of Virginia, Inc. For convenience, the court refers collectively to TitleMax SC and the affiliated TitleMax companies as “TitleMax.” This definition is only used as descriptive shorthand and does not resolve any disputed question concerning corporate separateness, privity, control, adequate representation, alter-ego status, or whether TitleMax SC may be bound by a ruling entered against any other TitleMax affiliated company. 5 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 6 of 38 B. Pennsylvania Usury Laws and State Administrative Process Pennsylvania regulates consumer lending through two statutes relevant here: the Loan Interest and Protection Law (“LIPL”) and the Consumer Discount Company Act (“CDCA”). LIPL, 41 PA. CONS. STAT. §§ 101–605; CDCA, 7 PA. CONS. STAT. §§ 6201– 6221. The LIPL establishes Pennsylvania’s general usury rule by capping interest at 6% per year for loans less than $50,000. LIPL, 41 PA. CONS. STAT. § 201(a). The CDCA functions as the licensing statute for lenders seeking to charge more than the lawful rate. CDCA, 7 PA. CONS. STAT. §§ 6203(A), 6213. The CDCA expressly prohibits engaging “in the business of negotiating or making loans or advances of money or credit” at higher rates without first obtaining a license. CDCA, 7 PA. CONS. STAT. § 6203(A). The CDCA still caps the interest that licensed lenders can charge at 24% per year for loans of $25,000 or less. Id. §§ 6203(A), 6213. Violations of these acts may carry both criminal and civil penalties. LIPL, 41 PA. CONS. STAT. § 505; CDCA, 7 PA. CONS. STAT. § 6218. Pennsylvania’s Department of Banking and Securities (the “Department”) is the state agency charged with administering and enforcing these laws. LIPL, 41 PA. CONS. STAT. § 506(b), (c); CDCA, 7 PA. CONS. STAT. § 6212. Within the Department’s enforcement structure, the compliance office brings the charges, while the Pennsylvania Banking and Securities Commission (the “Commission”) is the agency head and final adjudicator for the administrative proceeding. 71 PA. CONS. STAT. §§ 733-1121-A, 733- 1122-A(1). The Department’s enforcement process typically begins with an investigation. Under the CDCA, the Department may examine the business of licensees and may exercise 6 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 7 of 38 authority over those engaged in the business regulated by the Act. Id. §§ 6211–12. Under the LIPL, the Department may examine instruments, documents, accounts, books, records, electronic data, and files, and may conduct investigations necessary to administer the statute. LIPL, 41 PA. CONS. STAT. § 506(b). The Department may also issue subpoenas requiring testimony or production of records and may seek court assistance if a subpoenaed person refuses to comply. CDCA, 7 PA. CONS. STAT. § 6212; LIPL, 41 PA. CONS. STAT. § 506(b). If the Department elects to pursue administrative enforcement for alleged LIPL or CDCA violations, the compliance office may initiate a formal enforcement action by issuing an order to show cause (“OSC”) stating the grounds for the action and requiring the respondent to answer. 1 PA. CODE § 35.14. The respondent’s answer must admit or deny the charges, state facts on which the respondent relies, and identify the legal grounds for its position. Id. § 35.37. After the OSC and answer, the matter proceeds to a hearing before the Commission or a hearing examiner designated by the Commission. Id. §§ 35.123, 35.185, 35.187. A designated hearing examiner may conduct a hearing and then issue a proposed report or recommended decision for the Commission. Id. §§ 35.121, 35.187, 35.202. During the hearing, the hearing examiner may receive evidence and address procedural matters but may not dispose of motions that determine the proceeding before issuing a proposed report. Id. § 35.187. Once the hearing examiner has issued a proposed report, a party may file objections with the Commission. Id. § 35.211, 35.213. The Commission, 7 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 8 of 38 as agency head, will then take final administrative action and issue a final order adjudicating the proposed report and the filed exceptions. Id. § 35.226. Once the Commission issues a final adjudication, a party may seek judicial review in the Pennsylvania Commonwealth Court. 2 PA. CONS. STAT. § 702; 42 PA. CONS. STAT. § 763(a)(1). Interlocutory review from a hearing examiner’s decision or from an interim Commission order is more limited. A participant generally may not appeal a hearing examiner’s ruling “except in extraordinary circumstances where prompt decision by the Commission is necessary to prevent detriment to the public interest.” 1 PA. CODE § 35.190(a). A participant may seek interlocutory certification of a non-final order from the Commission, but that request does not automatically stay the administrative proceeding. Id. § 35.225. C. The Department’s 2017 Subpoena The Department’s investigation of TitleMax began in August 2017, when the Department issued an investigative subpoena concerning possible violations of Pennsylvania’s usury laws. TitleMax of Del., Inc. v. Weissmann, 24 F.4th 230, 235 (3d Cir. 2022); J.A. 025.4 The 2017 subpoena sought documents concerning loans made by TitleMax5 to Pennsylvania consumers. Weissmann, 24 F.4th at 235. The requested 4 Citations to “J.A.” refer to the joint appendix filed by the parties. The J.A. contains the record on appeal from the district court. Page numbers refer to the “J.A. #” pagination. The 2017 subpoena was addressed to “TitleMax, TMX Finance | Family of 5 Companies.” J.A. 143. 8 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 9 of 38 documents included: “loan agreements between TitleMax and Pennsylvania consumers, information presented to Pennsylvania consumers through the mail or internet, solicitations or offerings circulated or aired in Pennsylvania, records of TitleMax employees who traveled to Pennsylvania, lists of vehicles repossessed in Pennsylvania, Pennsylvania consumer complaints, invoices or bills sent to Pennsylvania consumers, and any electronic transfers of funds from Pennsylvania consumer bank accounts.” Id. After receiving the 2017 subpoena, TitleMax did not comply and instead filed suit in the United States District Court for the District of Delaware. TitleMax of Del., Inc. v. Weissmann, 505 F. Supp. 3d 353, 354–55 (D. Del. 2020). In that action, TitleMax sought to enjoin the Department’s investigation, arguing, among other things, that the Department’s investigative subpoena attempted to apply Pennsylvania’s usury laws extraterritorially in violation of the Dormant Commerce Clause. Id. The Department separately filed a petition in Pennsylvania Commonwealth Court to enforce the subpoena. Weissmann, 24 F.4th at 235. In the Delaware federal action, the parties conducted discovery and filed cross- motions for summary judgment. Id. The district court granted summary judgment for TitleMax, finding the Department’s subpoena violated the Dormant Commerce Clause because the loans were made and executed outside Pennsylvania at physical TitleMax locations in Delaware, Ohio, or Virginia. Weissmann, 505 F. Supp. 3d at 360. The Department appealed to the Third Circuit, which reversed and held that applying the CDCA and LIPL to TitleMax’s conduct did not violate the Dormant Commerce Clause. Weissmann, 24 F.4th at 235–36. 9 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 10 of 38 The court began with Dormant Commerce Clause principles and its analytical framework. Id. at 238. Dormant Commerce Clause analysis concerns the state law’s effect on interstate commerce. Id. (citing Brown-Forman Distillers Corp. v. N.Y. State Liquor Auth., 476 U.S. 573, 579 (1986)). One way a law may affect interstate commerce is by having extraterritorial impact on another state’s economic activity. Id. (quoting Cloverland-Green Spring Dairies, Inc. v. Pa. Milk Mktg. Bd., 462 F.3d 249, 261–62 (3d Cir. 2006)). But not every extraterritorial effect violates the Dormant Commerce Clause. See id. at 238 n.7. A law violates the Dormant Commerce Clause on extraterritoriality grounds when it directly controls commerce occurring “wholly outside” the State’s borders. Id. (citing Healy v. Beer Inst., 491 U.S. 324, 336 (1989)). If it does not have that prohibited extraterritorial reach and does not discriminate against out-of-state actors, the law is evaluated under the Pike balancing test and will be upheld unless the burden on interstate commerce is clearly excessive in relation to the putative local benefits. Id. (quoting Pike v. Bruce Church, Inc., 397 U.S. 137, 142 (1970)). Applying that framework, the Third Circuit proceeded in two steps. First, the court described TitleMax’s lending activity as extending beyond loan origination in the relevant States (Delaware, Ohio, and Virginia) and into Pennsylvania. Id. at 234–35. Although TitleMax did not have offices, employees, agents, or physical stores in Pennsylvania, the court noted that TitleMax recorded liens with Pennsylvania state authorities, collected payments from Pennsylvanians, communicated with Pennsylvania borrowers, and repossessed vehicles in Pennsylvania. Id. The court held that TitleMax’s conduct was not “wholly outside of Pennsylvania” because TitleMax received payments from within 10 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 11 of 38 Pennsylvania and maintained security interests in vehicles located in Pennsylvania. Id. at 239–40. Second, having concluded that TitleMax’s conduct did not occur wholly outside Pennsylvania, the court applied Pike balancing. Id. at 240–41. On the burden side, the court noted that applying Pennsylvania’s usury laws to transactions with Pennsylvanians placed TitleMax in “no different position than an in-state lender.” Id. at 240. On the benefit side, the court noted that Pennsylvania had “a strong interest in prohibiting usury.” Id. at 241. The court ultimately concluded that applying Pennsylvania’s usury laws to TitleMax furthered Pennsylvania’s interest in prohibiting usury and that “any burden on interstate commerce from doing so [was], at most, incidental.” Id. Pennsylvania could therefore “investigate and apply its usury laws to TitleMax without violating the Commerce Clause.” Id. Accordingly, the Third Circuit reversed and directed the district court to enter judgment for the Department. Id. After the Third Circuit’s ruling, the Commonwealth Court granted the Department’s petition to enforce the 2017 subpoena, ordering TitleMax to produce all responsive documents. TitleMax complied. D. The Department’s 2024 Subpoena In 2024, the Department issued another investigative subpoena to TitleMax6 seeking documents concerning loans and related activity involving Pennsylvania borrowers. The 6 The 2024 subpoena defined “TitleMax” to include “TitleMax of Delaware, Inc., TitleMax of Ohio, Inc., TitleMax of Virginia, Inc., TitleMax of South Carolina, Inc., TitleMax Funding, Inc., TMX Finance LLC, TMX Finance Corporate Services, Inc., CCFI (Continued) 11 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 12 of 38 subpoena invoked the Department’s investigative authority under the CDCA and LIPL. The subpoena stated that the Department had information that TitleMax had made automobile title loans to borrowers with Pennsylvania addresses during the relevant period. The subpoena requested information for the period beginning August 23, 2017, and continuing through the present. It sought loan or pawn documents between TitleMax and any Pennsylvania consumer, including loan agreements, promissory notes, pawn tickets, deferment agreements, Truth in Lending Act disclosures, and security agreements. It also sought electronic payment records relating to Pennsylvania consumers and records concerning repossessions of vehicles owned by Pennsylvania consumers. E. The Department’s OSC and Enforcement Proceeding Based on information retrieved from the 2017 subpoena, the Department’s compliance office initiated a formal administrative enforcement proceeding by issuing an order to show cause (the “OSC Proceeding”). The OSC named multiple TitleMax entities, including TitleMax SC, as respondents and ordered TitleMax to show cause why the Commission should not impose sanctions and remedies based on alleged violations of the LIPL and CDCA. The OSC alleged that, from July 2008 through September 2017, TitleMax entered into at least 5,270 title secured loan agreements with Pennsylvania residents for loans of $50,000 or less at interest rates exceeding the LIPL’s 6% cap. It alleged that those loan agreements carried interest rates as high as 720%. Companies, LLC, and all successors or predecessors in interest, affiliates, subsidiaries, or parent companies of any of the foregoing.” J.A. 062. 12 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 13 of 38 It further alleged that TitleMax conducted loan-servicing activities in Pennsylvania, including collecting payments, sending phone calls or text messages to borrowers residing in Pennsylvania, and repossessing vehicles in Pennsylvania after default. The OSC alleged that TitleMax was not, and had never been, licensed by the Department under the CDCA or otherwise. The OSC further alleged that TitleMax recorded liens with the Pennsylvania Department of Transportation on the vehicles associated with the title secured loans. Based on those allegations, the OSC asserted 5,270 counts for violation of § 201(a) of the LIPL. The compliance office requested a civil penalty of $10,000 per offense under § 505(b) of the LIPL. It also requested restitution for actual damages to aggrieved Pennsylvania residents under § 506(c)(3) of the LIPL. Ultimately, the OSC proposed more than $52.7 million in civil penalties. The notice accompanying the OSC advised TitleMax that they could challenge the OSC by filing a written answer and that failure to answer could waive their right to a hearing and allow the Commission to enter a final order against them. After an answer, TitleMax would be notified of the hearing examiner and, if a hearing were scheduled, the date, time, and place of the hearing. After a hearing examiner was designated, TitleMax answered the OSC and moved to dismiss in the state agency proceedings. The motion to dismiss argued that the Department lacked personal jurisdiction over TitleMax. The hearing examiner issued a “Proposed Adjudication of Respondents’ Motion to Dismiss,” recommending denying the motion to dismiss and concluding that Pennsylvania had jurisdiction over TitleMax. 13 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 14 of 38 TitleMax then sought Commission review of the hearing examiner’s proposed adjudication. First, TitleMax moved the hearing examiner to refer or certify the matter for Commission review. After the hearing examiner denied certification, TitleMax filed a direct appeal with the Commission. The Commission entered an order stating that the matter was not properly before it under 1 PA. CODE § 35.190, which, as stated above, allows interlocutory review in extraordinary circumstances where prompt decision by the Commission is necessary to prevent detriment to the public interest. The order further stated that the Commission would take no action at that time.7 After the Commission’s order, the state proceeding continued to an evidentiary hearing. The hearing examiner held a three-day hearing at which the Department and TitleMax presented their respective cases. At the time of briefing in this case, the parties were engaged in post-hearing briefing, after which the hearing examiner was expected to issue a proposed adjudication for Commission review. F. TitleMax’s Federal Challenges to the Department’s Regulatory Activity After the Department commenced the state proceeding, TitleMax SC and other TitleMax entities filed six nearly identical complaints challenging the 2024 subpoena and the OSC. TitleMax filed those complaints in six different federal courts: the District of South Carolina, the Southern District of Ohio, the Western District of Virginia, the 7 TitleMax sought review of the Commission’s order in the Pennsylvania Commonwealth Court. [Opening Br. at 19–20.] The Department opposed that effort and took the position that the Commonwealth Court lacked appellate jurisdiction before final agency action. [Id.] At the time of appellate briefing and argument, that petition for review remained pending. [Response Br. at 29.] 14 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 15 of 38 Southern District of Georgia, the District of Delaware, and the Northern District of Texas. The complaints all raised similar constitutional challenges and sought to enjoin the state proceeding by alleging that the state proceeding violated the Dormant Commerce Clause, the Due Process Clause of the Fourteenth Amendment, the Full Faith and Credit Clause, and the Equal Protection Clause of the Fourteenth Amendment. As relevant here, TitleMax’s principal theory arises under the Dormant Commerce Clause, which limits the authority of states to enact legislation affecting interstate commerce. TitleMax principally argues that the Department is attempting to regulate commerce occurring wholly outside Pennsylvania by applying Pennsylvania’s usury laws to loans originated in South Carolina. TitleMax also argues that applying Pennsylvania law would impermissibly burden interstate commerce. The Department moved to dismiss each federal action on Younger abstention grounds and for lack of personal jurisdiction. Younger abstention is the doctrine under which federal courts may decline to interfere with certain ongoing state proceedings. See Younger v. Harris, 401 U.S. 37 (1971). The Department also sought to transfer the related actions to the Middle District of Pennsylvania. The Southern District of Georgia, Southern District of Ohio, District of Delaware, and Western District of Virginia transferred their respective actions to the Middle District of Pennsylvania. The Northern District of Texas was the first federal court to dismiss one of the related actions. TMX Fin. Corp. Servs., Inc. v. Spicher, No. 24-cv-2054, 2024 WL 4995580, at *1 (N.D. Tex. Dec. 5, 2024). The Fifth Circuit affirmed that dismissal, holding 15 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 16 of 38 that Younger abstention was appropriate. TMX Fin. Corp. Servs., Inc. v. Spicher, No. 24- 11087, 2026 WL 74504, at *1–3 (5th Cir. Jan. 9, 2026). The Middle District of Pennsylvania also dismissed the transferred Georgia, Ohio, Virginia, and Delaware actions, citing Younger abstention. TMX Fin. LLC v. Spicher, 2025 WL 221798, at *1 (M.D. Pa. Jan 16, 2025). The Third Circuit affirmed the district court’s dismissal under Younger abstention. TitleMax of Va., Inc. v. Sec’y Pa. Dep’t of Banking & Sec., No. 25-1137, 2026 WL 49584, at *1–5 (3d Cir. Jan. 7, 2026). In this case, the Department moved to dismiss the complaint on three grounds. First, it argued that the district court should abstain under Younger. Second, it argued that the district court lacked personal jurisdiction over the Department. Third, after the Texas and Pennsylvania district courts dismissed the related actions, the Department argued that issue preclusion, a legal doctrine that prevents a party or its privy from relitigating an issue already decided in a prior proceeding, barred TitleMax SC from relitigating whether Younger abstention was appropriate. The district court granted the Department’s motion to dismiss. The district court declined to address the Department’s personal jurisdiction argument because dismissal was required even assuming personal jurisdiction existed. It first dismissed TitleMax SC’s claims challenging the 2024 subpoena as unripe. The district court reasoned that the 2024 subpoena was not self-executing, had not been enforced against TitleMax SC, and would require a future court order before enforcement. The district court then held that TitleMax SC’s OSC-related claims were barred by issue preclusion because the Texas and Pennsylvania federal courts had already decided that Younger abstention applied to the 16 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 17 of 38 state proceeding. In doing so, the district court found that TitleMax SC was in privity with other TitleMax affiliates for purposes of issue preclusion. In the alternative, the district court found that Younger abstention independently required dismissal of the OSC-related claims. Ultimately, the district court dismissed the entire complaint with prejudice and denied all pending motions as moot. TitleMax SC now appeals the district court’s order. For the reasons explained below, we affirm the dismissal of TitleMax SC’s claims challenging the OSC under Younger abstention and affirm the dismissal of TitleMax SC’s claims challenging the 2024 subpoena on ripeness grounds. Because those grounds fully resolve this appeal, we need not address the district court’s alternative ruling that issue preclusion also barred TitleMax SC’s OSC-related claims. II. Younger Abstention and the OSC Proceeding We review the district court’s ultimate decision to abstain for abuse of discretion, New Beckley Mining Corp. v. International Union, United Mine Workers, 946 F.2d 1072, 1074 (4th Cir. 1991), but we review de novo whether the basic requirements for abstention are satisfied, VonRosenberg v. Lawrence, 781 F.3d 731, 734 (4th Cir. 2015) (citing Myles Lumber Co. v. CNA Fin. Corp., 233 F.3d 821, 823 (4th Cir. 2000)). Younger abstention expresses “the ‘national policy forbidding federal courts to stay or enjoin pending state court proceedings except under special circumstances.’ ” Robinson v. Thomas, 885 F.3d 278, 285 (4th Cir. 2017) (quoting Younger, 401 U.S. at 41). This “flavor of abstention is based on two deep-rooted concepts.” Erie Ins. Exch. v. Md. Ins. 17 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 18 of 38 Admin., 105 F.4th 145, 149 (4th Cir. 2024). The first is traditional equity practice, which establishes that “courts of equity should not act” to restrain another proceeding “when the moving party has an adequate remedy at law and will not suffer irreparable injury if denied equitable relief.” Younger, 401 U.S. at 43–44. The second and “even more vital consideration” is “the notion of ‘comity,’ ” including the “belief that the National Government will fare best if the States and their institutions are left free to perform their separate functions in their separate ways.” Id. at 44. This comity principle rests, in part, on the premise that “ ‘state courts are fully competent to decide issues of federal law.[]’ ” Harper v. Pub. Serv. Comm’n of W. Va., 396 F.3d 348, 355 (4th Cir. 2005) (quoting Richmond, Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d 244, 251 (4th Cir. 1993)). But like all abstention doctrines, Younger abstention “is an exception to the general rule that federal courts must decide cases over which they have jurisdiction.” Air Evac EMS, Inc. v. McVey, 37 F.4th 89, 96 (4th Cir. 2022). A court therefore may abstain under Younger only after determining that the state proceeding satisfies the doctrine’s two threshold requirements and that no exception permits federal intervention. See Air Evac, 37 F.4th at 95–96. To determine whether Younger abstention applies, the court first must determine whether the ongoing state proceeding falls within one of “three exceptional” categories: (1) state criminal prosecutions, (2) quasi-criminal civil enforcement proceedings, and (3) civil proceedings involving certain orders uniquely in furtherance of the state court’s ability to perform their judicial functions. Sprint Commc’ns, Inc. v. Jacobs, 571 U.S. 69, 78–79 (2013). If the state proceeding falls within one of these three Sprint categories, courts must 18 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 19 of 38 then consider the “additional factors” identified in Middlesex County. Ethics Committee v. Garden State Bar Ass’n, 457 U.S. 423, 432 (1982), commonly known as the Middlesex factors. Sprint, 571 U.S. at 81. The three Middlesex factors ask (1) whether ongoing state proceedings are judicial in nature; (2) whether the state proceedings implicate important state interests; and (3) whether the state proceedings provide an adequate opportunity to raise the federal claims. Middlesex, 457 U.S. at 432 (1982). Finally, even when both the Sprint and Middlesex steps are satisfied, the court must determine whether one of Younger’s three exceptions to the court’s duty to abstain applies: “(1) ‘bad faith or harassment’ by state officials responsible for the prosecution; (2) a statute that is ‘flagrantly and patently violative of express constitutional prohibitions’; and (3) other ‘extraordinary circumstances’ or ‘unusual situations.’ ” Air Evac, 37 F.4th at 96 (quoting Younger 401 U.S. at 49–54). Our analysis here follows that sequence. We first ask whether the OSC Proceeding falls within one of the exceptional categories identified in Sprint. We next consider whether the Middlesex factors are satisfied. Finally, we address whether any exceptions to Younger permit federal intervention. A. Sprint Categories The first and third Sprint categories do not accommodate the OSC Proceeding. The OSC Proceeding is civil, not criminal, and it did not touch on a state court’s ability to perform its judicial function. See Sprint, 571 U.S. at 79–80. The OSC Proceeding therefore can only arguably fall under the second Sprint category, quasi-criminal civil enforcement proceedings. 19 USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 20 of 38 A proceeding falls in this category if it is “akin to a criminal prosecution” in “important respects.” Id. at 79 (quoting Huffman v. Pursue, Ltd., 420 U.S. 592, 604 (1975)). Such proceedings “are characteristically initiated to sanction the federal plaintiff, i.e. the party challenging the state action, for some wrongful act.” Id. The state actor involved in the proceeding is “routinely a party to the state proceeding and often initiates the action.” Id. And “[i]nvestigations are commonly involved, often culminating in the filing of a formal complaint or charges.” Id. at 79–80. In other words, a proceeding is quasi-criminal if (1) “the proceeding was initiated by the state in its sovereign capacity”; (2) “the proceeding sought to sanction the federal plaintiff for a violation of a legal right or duty”; and (3) “the proceeding has another striking similarity with a criminal prosecution, such as by beginning with a preliminary investigation that culminates with the filing of formal charges or by the state’s ability to sanction the federal plaintiff’s conduct through a criminal prosecution.” Borowski v. Kean Univ., 68 F.4th 844, 851 (3d Cir. 2023) (citing Smith & Wesson Brands, Inc. v. Att’y Gen. of N.J., 27 F.4th 886, 891 (3d Cir. 2022)). The OSC Proceeding satisfies those requirements. First, the Department initiated the OSC Proceeding in Pennsylvania’s sovereign capacity. The OSC was issued by the Department’s compliance office, and it invoked the Department’s statutory authority to enforce Pennsylvania’s lending laws. J.A. 048, 052, 055. Second, the OSC Proceeding seeks to sanction TitleMax SC for alleged violations of Pennsylvania law. The OSC seeks to determine whether TitleMax violated the LIPL and CDCA and whether the proposed sanctions and remedies should be imposed. J.A. 052. It alleges that TitleMax entered into thousands of loan agreements with Pennsylvania bor