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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 18, 2026
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CONSUMER PORTFOLIO SERVICES, INC. |
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(Exact Name of Registrant as Specified in Charter) |
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| california |
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1-11416 |
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33-0459135 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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3800 Howard Hughes Pkwy, Suite 1400, Las Vegas, NV 89169 |
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(Address of Principal Executive Offices) (Zip Code) |
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Registrant's telephone number, including area code
(949) 753-6800
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Not Applicable |
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(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, no par value |
CPSS |
The Nasdaq Stock Market LLC (Global Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 18, 2026 the board of directors (the “Board”)
of Consumer Portfolio Services, Inc. (the “Company”) appointed Scott W. Carnahan as a director of the Company to fill the
vacancy created by the prior resignation of William B. Roberts from the Board, effective immediately. As such, Mr. Carnahan will serve
a term expiring at the Company’s 2026 annual meeting of shareholders and until a successor has been duly elected and qualified,
or until his earlier resignation, retirement or other termination of service.
Mr. Carnahan brings to the Board more than 40
years of accounting, consulting, regulatory compliance, and executive leadership experience in the financial institutions sector, including
senior roles at FTI Consulting, Inc. and KPMG LLP, where he led the structured finance practice and advised on over $2 trillion in transactions.
Mr. Carnahan has not been named to any of the
standing committees of the Board.
Mr. Carnahan is a senior advisor to FTI Consulting,
Inc. (“FTI”). The Company has engaged FTI to provide consulting services to the Company. During the fiscal year ended December
31, 2024 and December 31, 2025, the Company paid FTI approximately $127,000 and $173,000, respectively, for such services. The Company’s
engagement with FTI ended in September 2025.
Mr. Carnahan will be compensated in accordance
with the Company’s non-employee director compensation program.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CONSUMER PORTFOLIO SERVICES, INC. |
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| Dated: February 24, 2026 |
By: /s/ Denesh Bharwani |
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Denesh Bharwani
Executive Vice President and Chief Financial Officer
Signing on behalf of the registrant |
