UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 04, 2026 |
ENOVA INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
1-35503 |
45-3190813 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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175 West Jackson Boulevard |
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Chicago, Illinois |
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60604 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 312 568-4200 |
(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:
☐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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common Stock, $.00001 par value per share |
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ENVA |
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New York Stock Exchange LLC |
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 8.01 Other Events.
Notes Offering
On November 4, 2026, Enova International, Inc. (the “Company”) issued a press release regarding its proposed offering of up to $600 million in aggregate principal amount of senior notes due 2031 (the “Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Conditional Full Redemption
On November 4, 2026, the Company issued a notice of conditional full redemption (the “Notice of Conditional Full Redemption”) to the holders of its outstanding 11.25% Senior Notes due 2028 (the “2028 Notes”). Pursuant to the Notice of Conditional Full Redemption, the Company has elected to redeem (the “Redemption”) all of the outstanding 2028 Notes on December 15, 2026 (the “Redemption Date”). The redemption price of the 2028 Notes will be equal to 102.813% of the principal amount of such 2028 Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date (the “Redemption Price”). As of November 4, 2026, the aggregate principal amount of the 2028 Notes outstanding is approximately $400 million.
The Redemption will be conditioned upon the Company’s receipt of proceeds from one or more new financing transactions sufficient, in the Company’s sole discretion, to pay the Redemption Price and to effect the other transactions contemplated by such financing transactions, including paying the related fees and expenses, on or prior to the Redemption Date. In addition, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied, or such Redemption may not occur and the Notice of Conditional Full Redemption may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed.
This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the 2028 Notes, nor an offer to purchase any 2028 Notes or any other security.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the offering and the redemption of the outstanding 2028 Notes. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of the Company’s senior management with respect to the business, financial condition and prospects of the Company as of the date of this report and are not guarantees of future performance. The actual results of the Company could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to the Company’s business, including, without limitation, those risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K, quarterly reports on Forms 10-Q and current reports on Forms 8-K. These risks and uncertainties are beyond the ability of the Company to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this report, the words “believes,” “will,” “estimates,” “plans,” “expects,” “anticipates” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company cautions you not to put undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements after the date of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Report on Form 8-K:
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Exhibit No. |
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Description |
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99.1 |
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Enova International, Inc. press release dated November 4, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENOVA INTERNATIONAL, INC. |
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Date: |
November 4, 2026 |
By: |
/s/ Sean Rahilly |
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Sean Rahilly
General Counsel & Secretary |
ENOVA ANNOUNCES PRIVATE OFFERING OF $600 MILLION OF SENIOR NOTES DUE 2031
CHICAGO – November 4, 2026/PRNewswire/ -- Enova International, Inc. (NYSE: ENVA) (“Enova” or the “Company”) today announced that it intends to offer, subject to market and other customary conditions, $600 million in aggregate principal amount of senior notes due 2031 (the “Notes”). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by Enova’s existing and future domestic subsidiaries, subject to certain exceptions including for its securitization subsidiaries. The Notes and the related guarantees will be senior unsecured obligations of Enova and the guarantors.
Enova intends to use the net proceeds from the offering of the Notes to redeem all of the Company’s outstanding 11.25% senior notes due 2028 (the “2028 Notes") on December 15, 2026, to pay fees and expenses related to the offering of the Notes and incurred in connection with the redemption of the 2028 Notes and any remaining amounts will be used to repay a portion of the Company’s outstanding borrowings under its revolving credit facility. The redemption of the 2028 Notes is conditioned upon the consummation of the offering of the Notes described above.
The Notes and the related guarantees will be offered only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is issued pursuant to Rule 135c of the Securities Act for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No offer, solicitation or sale of the Notes will be made in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. The information contained in this press release does not constitute a notice of redemption under the indenture governing the 2028 Notes or an offer to purchase the 2028 Notes.
Cautionary Statement Regarding Forward Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the offering, the intended use of proceeds, the terms of the Notes and the redemption of the outstanding 2028 Notes. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of the Company’s senior management with respect to the business, financial condition and prospects of the Company as of the date of this release and are not guarantees of future performance. The actual results of the Company could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to the Company’s business, including, without limitation, those risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K, quarterly reports on Forms 10-Q and current reports on Forms 8-K. These risks and uncertainties are beyond the ability of the Company to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, the words “believes,” “estimates,” “plans,” “expects,” “anticipates” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company cautions you not to put undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements after the date of this release.
For further information:
Public Relations Contact:
Erin Yeager
Email: media@enova.com
Investor Relations Contact:
Lindsay Savarese
Office: (212) 331-8417
Email: IR@enova.com
