CPSS approves 2025 equity plan tied to 4.50M shares, annual say-on-pay

Consumer Portfolio Services, Inc. reported results of its annual shareholder meeting held on November 19, 2025.

Rhea-AI Filing Summary

Consumer Portfolio Services, Inc. reported results of its annual shareholder meeting held on November 19, 2025. Shareholders approved the new 2025 Equity Incentive Plan, which authorizes equity-based awards tied to up to 4,501,330 shares of common stock, plus certain shares that may return to the pool from forfeited or cancelled awards under the prior 2006 plan. The plan covers employees, officers, non-employee directors, consultants and advisors, and allows options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.

All nine director nominees were elected. Shareholders also ratified the appointment of Crowe LLP as independent auditors for the fiscal year ending December 31, 2025, approved an advisory resolution on named executive officer compensation, and approved the 2025 Equity Incentive Plan. In an advisory vote on frequency of future say-on-pay votes, shareholders favored annual votes, and the board decided to continue holding the advisory executive compensation vote every year.

Insights

Corporate governance and equity compensation analyst

CPSS shareholders approved a sizable new equity plan and reaffirmed annual say‑on‑pay.

The annual meeting for Consumer Portfolio Services, Inc. approved the 2025 Equity Incentive Plan, which supports equity awards tied to up to 4,501,330 shares of common stock plus certain recycled shares from the 2006 plan. This provides a refreshed long-term incentive framework for employees, officers, directors and other service providers, using instruments like stock options, restricted stock and performance units.

All nine board nominees were elected, and shareholders ratified Crowe LLP as auditor for the fiscal year ending December 31, 2025, signaling continuity in governance and audit oversight. Advisory support for named executive officer compensation passed, and the advisory vote on frequency showed a preference for annual say-on-pay votes, which the board adopted going forward. Overall, these actions formalize compensation tools and maintain regular shareholder input on pay without indicating any specific change in underlying business performance.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CPSS shareholders approve at the 2025 annual meeting?

Shareholders of Consumer Portfolio Services, Inc. (CPSS) approved the 2025 Equity Incentive Plan, ratified the appointment of Crowe LLP as independent auditors for the fiscal year ending December 31, 2025, approved an advisory resolution on named executive officer compensation, and supported an advisory resolution to continue holding executive compensation votes every year.

How many CPSS shares are authorized under the 2025 Equity Incentive Plan?

The 2025 Equity Incentive Plan provides for awards based on up to 4,501,330 shares of CPSS common stock, plus additional shares that were subject to awards under the 2006 Long-Term Equity Incentive Plan and that are later forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or reacquired by the company before vesting.

Who is eligible to receive awards under CPSSs 2025 Equity Incentive Plan?

Under the 2025 Equity Incentive Plan, awards may be granted to employees (including officers and directors who are also employees), non-employee directors, consultants and advisors to Consumer Portfolio Services, Inc. or any of its subsidiaries.

What types of awards can CPSS grant under the 2025 Equity Incentive Plan?

The plan allows for a range of equity-based awards, including nonqualified and incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, performance units, and other awards based on or related to CPSS common stock.

How did CPSS shareholders vote on director elections?

Nine individuals were nominated to constitute the entire board of Consumer Portfolio Services, Inc., and each of the nine nominees was elected. Vote totals were reported individually for each director, with separate tallies for votes for, votes withheld and broker non-votes.

What did CPSS shareholders decide about the frequency of say-on-pay votes?

For the advisory vote on the frequency of future advisory votes on named executive officer compensation, shareholders cast votes for one-year, two-year and three-year intervals. The resolution as adopted advised holding the vote every year, and the board decided to continue including an annual advisory vote on executive compensation in the companys proxy materials.

Which key exhibits were filed with this CPSS Form 8-K?

The report includes Exhibit 10.1, the full text of the Consumer Portfolio Services, Inc. 2025 Equity Incentive Plan, and Exhibit 10.2, the Form of Stock Option Award Agreement for grants under the 2025 plan. An Inline XBRL cover page data file was also listed as Exhibit 104.

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Accepted by SEC EDGAR 11/25/2025 - 04:34 PM Learn about SEC filing dates

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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) November 19, 2025

CONSUMER PORTFOLIO SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

california		1-11416		33-0459135
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3800 Howard Hughes Pkwy, Suite 1400, Las Vegas, NV 89169

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (949) 753-6800

Not Applicable

(Former name or former address, if changed since last report)

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.

At the annual meeting of shareholders of Consumer Portfolio Services, Inc. (the “Company”) on November 19, 2025 (the “Annual Meeting”), the Company’s shareholders approved the Consumer Portfolio Services, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the award to employees (including officers and directors who are also employees), non-employee directors, consultants and advisors to the Company or any of its subsidiaries of stock options (including nonqualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance stock units, performance units, and other awards based on or related to shares of common stock up to an aggregate of (a) 4,501,330 shares of the Company’s common stock, plus (b) the number of shares of common stock that, as of the effective date of the 2025 Plan, are subject to awards granted under the CPS 2006 Long-Term Equity Incentive Plan (the “2006 Plan”) and that, on or after the effective date of the 2025 Plan, are forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or reacquired by the Company prior to vesting, without the delivery of any shares of common stock, and otherwise comply with the recycling provisions of the 2006 Plan and 2025 Plan. The foregoing summary is qualified in its entirety by reference to the 2025 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The Compensation Committee of our board of directors approved a new Form of Stock Option Award Agreement for grants under the 2025 Plan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, five proposals were placed before our shareholders: proposal one, to elect directors; proposal two, to ratify the appointment of Crowe LLP as our independent auditors for the fiscal year ending December 31, 2025; proposal three, to adopt an advisory resolution approving our named executive officer compensation; proposal four, to adopt the Company’s 2025 Plan; and proposal five, to adopt an advisory resolution on the frequency of future advisory votes on named executive officer compensation.

Nine individuals were nominated for election to our board of directors, constituting the entire board. Such individuals received votes as follows, and each of the following nine was elected:

		Votes for		Votes withheld		Broker Non-Votes
Charles E. Bradley, Jr.		13,892,405		6,050,759		1,146,936
Stephen H. Deckoff		18,491,821		1,451,343		1,146,936
Louis M. Grasso		14,059,399		5,883,765		1,146,936
William W. Grounds		12,159,965		7,783,199		1,146,936
Brian J. Rayhill		18,533,396		1,409,768		1,146,936
William B. Roberts		9,346,158		10,597,006		1,146,936
James E. Walker III		18,491,821		1,451,343		1,146,936
Gregory S. Washer		18,616,810		1,326,354		1,146,936
Daniel S. Wood		12,553,477		7,389,687		1,146,936

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Proposals two, three and four were approved, on the following votes:

		Votes for		Votes against		Abstentions		Broker Non-Votes
Proposal Two		20,852,660		235,962		1,477		–
Proposal Three		12,309,473		7,573,654		60,034		1,146,939
Proposal Four		11,438,832		8,461,888		42,442		1,146,938

Proposal five offered multiple choices, that future advisory votes on named executive officer compensation be held every year, every two years, or every three years. The votes cast were as follows:

		One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
Proposal Five		18,015,514		1,130		1,884,103		42,417		1,146,936

The resolution as adopted advised holding future advisory votes on executive compensation every year. In light of such vote, our board of directors decided that the Company will continue including a shareholder advisory vote on the compensation of its named executive officers in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of named executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Two exhibits are included with this report:

10.1*		Consumer Portfolio Services, Inc. 2025 Equity Incentive Plan
10.2*		Form of Stock Option Award Agreement under the Consumer Portfolio Services, Inc. 2025 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith. Indicates management contract or compensatory plan or arrangement.

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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.

	CONSUMER PORTFOLIO SERVICES, INC.
Dated: November 25, 2025	By: /s/ DENESH BHARWANI
	Denesh Bharwani Executive Vice President Signing on behalf of the registrant

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