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Option grant ties Enova International, Inc. (NYSE: ENVA) payout to control-change offer

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enova International granted Chief Strategy Officer Kirk Chartier a non-qualified stock option with a tandem limited stock appreciation right covering 2,095 shares of common stock at an exercise price of $257.79 per share. The option expires on August 5, 2033 and vests in substantially equal one-third increments on August 5, 2027, August 5, 2028 and August 5, 2029, contingent on continued employment. The SAR becomes exercisable only after a defined Change in Control and qualifying Offer, and pays the excess of the Offer Value Per Share over the exercise price on the shares exercised.

Positive

  • None.

Negative

  • None.
Insider Chartier Kirk
Role Chief Strategy Officer
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) with limited SAR F1, F2, F3 2,095 $0.00 $0.00
Holdings After Transaction: Non-Qualified Stock Option (right to buy) with limited SAR — 2,095 shares (Direct)
Footnotes (3)
  1. F1. The limited stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs (as defined in the related grant agreement) and ending on the thirtieth day following such date. Upon exercise, the grantee shall be able to receive an amount equal to the product computed by multiplying (i) the excess of the "Offer Value Per Share" over the exercise price of the underlying option by (ii) the number of shares with respect to which the SAR is being exercised; provided, that such amount shall only be payable in the event an "Offer" is made.
  2. F2. The "Offer Value Per Share" means the average selling price of Issuer's common stock during the period of 30 days ending on the date on which the SAR is exercised. "Offer" means any tender offer or exchange offer for outstanding shares of Issuer representing at least 30% of the total voting power of the stock of Issuer, or an offer to purchase assets from Issuer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Issuer, other than an offer made by Issuer.
  3. F3. The options shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of Issuer or an affiliate thereof through the applicable vesting date: August 5, 2027, August 5, 2028 and August 5, 2029.
Option shares granted 2,095 shares Non-qualified stock option with limited SAR granted to Chief Strategy Officer
Exercise price $257.7900 per share Exercise price of the non-qualified stock option
Expiration date 2033-08-05 Option and tandem SAR expiration date
First vesting date 2027-08-05 First one-third of options vest if employment continues
Second vesting date 2028-08-05 Second one-third of options vest if employment continues
Third vesting date 2029-08-05 Final one-third of options vest if employment continues
Offer voting threshold 30% of total voting power Minimum voting power for a tender or exchange offer to qualify as an Offer
Asset sale threshold 40% of total gross fair market value Minimum proportion of assets for an asset purchase to qualify as an Offer
limited stock appreciation right financial
"The limited stock appreciation right ("SAR") and employee stock option were granted in tandem."
Change in Control financial
"The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Offer Value Per Share financial
"The "Offer Value Per Share" means the average selling price of Issuer's common stock during the period of 30 days"
tender offer or exchange offer financial
""Offer" means any tender offer or exchange offer for outstanding shares of Issuer representing at least 30% of the total voting power"
gross fair market value financial
"or an offer to purchase assets from Issuer that have a total gross fair market value equal to or more than 40%"

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FAQ

What equity award did ENVA grant to Chief Strategy Officer Kirk Chartier?
Enova International granted Kirk Chartier a non-qualified stock option with a tandem limited stock appreciation right for 2,095 shares of common stock at an exercise price of $257.79 per share, providing potential future equity-based compensation subject to vesting and performance conditions.

What are the vesting terms of Kirk Chartier’s ENVA stock options?
The options for 2,095 shares vest in substantially equal one-third increments on August 5, 2027, August 5, 2028 and August 5, 2029, provided Chartier continues to serve as an employee of Enova International or an affiliate through each applicable vesting date.

What is the exercise price and expiration date of the ENVA options granted?
The non-qualified stock options have an exercise price of $257.79 per share and expire on August 5, 2033. After expiration, any unexercised portion of the 2,095-share grant and its associated stock appreciation right can no longer be exercised.

How does the limited stock appreciation right in ENVA’s grant work?
The limited stock appreciation right may be exercised only after a Change in Control and qualifying Offer. It pays an amount equal to the excess of the Offer Value Per Share over the $257.79 exercise price, multiplied by the number of shares for which the SAR is exercised.

What qualifies as an "Offer" under ENVA’s stock appreciation right terms?
An "Offer" means a tender or exchange offer for ENVA shares representing at least 30% of voting power, or an offer to purchase assets with total gross fair market value of at least 40% of all company assets, excluding offers made by Enova itself.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chartier Kirk
(Last)(First)(Middle)
C/O ENOVA INTERNATIONAL, INC.
175 W. JACKSON BOULEVARD, SUITE 600
(Street)
CHICAGO ILLINOIS 60604
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Enova International, Inc. [ ENVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Strategy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy) with limited SAR(1)(2)$257.7908/05/2026A2,095 (3)08/05/2033Common stock; par value $0.00001 per share2,095$02,095D
Explanation of Responses:
1. The limited stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs (as defined in the related grant agreement) and ending on the thirtieth day following such date. Upon exercise, the grantee shall be able to receive an amount equal to the product computed by multiplying (i) the excess of the "Offer Value Per Share" over the exercise price of the underlying option by (ii) the number of shares with respect to which the SAR is being exercised; provided, that such amount shall only be payable in the event an "Offer" is made.
2. The "Offer Value Per Share" means the average selling price of Issuer's common stock during the period of 30 days ending on the date on which the SAR is exercised. "Offer" means any tender offer or exchange offer for outstanding shares of Issuer representing at least 30% of the total voting power of the stock of Issuer, or an offer to purchase assets from Issuer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Issuer, other than an offer made by Issuer.
3. The options shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of Issuer or an affiliate thereof through the applicable vesting date: August 5, 2027, August 5, 2028 and August 5, 2029.
/s/ Sean Rahilly, as attorney in fact08/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR