Enova Intl Inc SEC Filings

Enova International, Inc. is entering a stock-and-cash merger to acquire Grasshopper Bancorp, Inc. Enova and Grasshopper have signed a Merger Agreement under which Grasshopper will merge into Enova, followed by a bank merger with Grasshopper Bank N.A.

Each share of Grasshopper common stock will be converted into either 0.07637 shares of Enova common stock or $9.69 in cash per share, at the holder’s election, with the total Merger Consideration capped at approximately $350 million and structured so that 50% is cash and 50% stock. Grasshopper stock options will be cashed out based on the cash price, while up to $2,500,000 will be paid in the aggregate for certain canceled warrants.

Closing requires Grasshopper stockholder and regulatory approvals, Enova share listing, tax opinions, and no material adverse effect, as well as Grasshopper remaining “well capitalized” with at least an 8% tier 1 leverage ratio. Voting agreements covering about 56.3% of Grasshopper shares support the deal, and a termination structure includes a $5,000,000 fee and outside dates up to the 450th day after signing under specified conditions.

Enova International, Inc. announced a definitive Agreement and Plan of Merger to acquire Grasshopper Bancorp, Inc., parent of Grasshopper Bank N.A. Each Grasshopper share will be converted, at the holder’s election, into either $9.69 in cash or 0.07637 shares of Enova common stock, with total merger consideration capped at approximately $350 million, split 50% cash and 50% stock.

Following the parent-level merger, an Enova interim national bank will merge into Grasshopper Bank, which will remain the surviving bank. Grasshopper stock options will be cashed out to the extent in the money, and up to $2,500,000 in aggregate will be paid for certain Grasshopper warrants that are canceled under warrant agreements.

The deal requires Grasshopper stockholder approval, multiple U.S. bank regulatory approvals, NYSE listing of the Enova shares to be issued, and tax opinions that the merger qualifies as a reorganization. Enova has additional conditions, including that Grasshopper remain “well capitalized” with at least an 8% tier 1 leverage ratio and limited appraisal demands. Voting agreements covering about 56.3% of Grasshopper voting shares support the transaction and impose staggered lock-ups on Enova stock received in the merger.

Enova International, Inc. (ENVA) Chief Executive Officer and director David Fisher reported an equity transaction involving company stock. On 11/21/2025, he exercised a non-qualified stock option to acquire 6,000 shares of common stock at an exercise price of $23.96 per share and, on the same date, sold 6,000 shares of common stock in an open market transaction at a weighted average price of $124.2548 per share.

After these transactions, Fisher beneficially owned 348,223 shares of Enova common stock directly and held 62,562 derivative securities in the form of stock options. The filing notes that the sale was made under a pre-arranged Rule 10b5-1 trading plan, which is designed to allow insiders to sell shares according to a predetermined schedule.

Enova International, Inc. reported that its subsidiary OnDeck Receivables 2021, LLC amended its revolving receivables securitization facility known as the ODR 2021-1 Securitization Facility. The amended structure provides a total facility commitment of $246,666,666.66, split into Class A revolving loans of $193,333,333.33 and Class B revolving loans of $53,333,333.33. Class A borrowings accrue interest at the CP Rate + 2.00%, while Class B borrowings are priced at SOFR + 6.00%, with a blended facility borrowing rate stated as CP/SOFR + 2.86%. The borrowing base advance rate is 72.5% for Class A and 92.5% for Class B and in total, and the revolving period now runs through November 2027, with a final maturity in November 2028. The amendment is also reported as the creation of a direct financial obligation or off-balance sheet obligation for disclosure purposes.

David Fisher filed a Form 144 indicating an intention to sell 6000 shares of Enova International common stock. The planned sale is through Merrill Lynch at 110 N Wacker Dr, Ste 1900, Chicago, with an aggregate market value of 720000, and the shares are listed on the NYSE. The notice lists an approximate sale date of 11/21/2025.

The 6000 shares to be sold were acquired on 02/12/2019 via a stock option from Enova International, with payment also described as a stock option. The filing also discloses prior sales over the past three months, including 35000 common shares sold on 09/17/2025 for gross proceeds of 4392807 and 6000 common shares sold on 10/27/2025 for gross proceeds of 735426.57.

Enova International announced that its indirect subsidiary, OnDeck Asset Securitization IV, LLC, issued $261,434,000 of fixed-rate asset-backed notes (the 2025-2 Series). Proceeds were used to purchase small business loans from ODK Capital, LLC, which are pledged as collateral for the notes.

The notes were sold in four classes with fixed coupons: Class A $122,161,000 at 4.84%, Class B $58,754,000 at 5.23%, Class C $49,535,000 at 6.30%, and Class D $30,984,000 at 8.58%, for a weighted average coupon of 5.65%. The revolving period ends October 2028, optional prepayment begins December 2027, and final maturity is November 2032. At issuance, the pledged loan portfolio was approximately $275 million.

The facility is subject to eligibility criteria, concentration limits, and portfolio performance covenants; breaches can trigger amortization events or defaults. The structure is bankruptcy-remote with no direct recourse to Enova or OnDeck. The notes were offered to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S.

Enova International (ENVA) announced a new share repurchase authorization. The Board approved buybacks of up to $400 million of common stock, with the program in place until June 30, 2027. This authorization replaces the company’s prior $300 million repurchase program.

The update was disclosed under an Other Events item and accompanied by a press release (Exhibit 99.1). Repurchase authorizations allow the company to buy back shares over time at its discretion, which can reduce share count and return capital to stockholders.

Enova International (ENVA)non‑qualified stock option with a limited SAR for 3,878 shares at an $128 exercise price, granted on November 6, 2025 and expiring on November 6, 2032.

The options vest in three substantially equal installments on November 6, 2026, November 6, 2027, and November 6, 2028. The SAR is exercisable only from the day after a defined “Change in Control” through the 30th day thereafter and pays the product of the excess of the “Offer Value Per Share” over the option price times shares exercised, and only if an “Offer” (as defined) is made.

Enova International (ENVA) disclosed that officer Sean Rahilly reported a grant of 2,310 non‑qualified stock options with a limited SAR on November 6, 2025 at an exercise price of $128 per share. The options vest in substantially equal one‑third increments on November 6, 2026, November 6, 2027, and November 6, 2028, and expire on November 6, 2032.

The tandem SAR may be exercised only during the 30‑day period beginning after a Change in Control, and pays based on the defined Offer Value Per Share above the option exercise price, if an Offer is made.