Enova International ends 1.55M-share merger offering

The shares were registered for issuance in a proposed merger that the parties mutually terminated effective October 16, 2026.

Rhea-AI Filing Summary

Enova International, Inc. (ENVA) deregistered 1,551,801 shares of common stock that remained unsold under its merger-related registration statement. Enova and Grasshopper Bancorp, Inc. agreed to mutually terminate their Merger Agreement effective October 16, 2026, and the related offering terminated. The shares had been registered for issuance in connection with the proposed merger.

Key Figures

Shares deregistered: 1,551,801 shares

1 metrics

Shares deregistered 1,551,801 shares Unsold common stock registered for issuance in connection with the proposed merger

Key Terms

post-effective amendment, deregister, Merger Agreement

3 terms

post-effective amendment regulatory

"Post-Effective Amendment No. 1 to Form S-4"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

deregister regulatory

"deregister all 1,551,801 shares of Common Stock"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

Merger Agreement regulatory

"mutually terminate the Merger Agreement effective as of such date"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

FAQ

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

How many ENVA shares were deregistered?

Enova deregistered 1,551,801 shares of common stock that remained unsold under its merger-related registration statement.

Why were the ENVA shares deregistered?

Enova and Grasshopper Bancorp, Inc. agreed to mutually terminate their Merger Agreement effective October 16, 2026. The related offering terminated in connection with that agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:41 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:30 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 23, 2026

Registration No. 333-292287

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Enova International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		6141		45-3190813
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

Enova International, Inc.

175 West Jackson Blvd.

Chicago, Illinois 60604

(312) 568-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven Cunningham

Chief Executive Officer

Enova International, Inc.

175 West Jackson Blvd.

Chicago, Illinois 60604

(312) 568-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Charlotte May

Allison Schiffman

Covington & Burling LLP

One CityCenter

850 Tenth Street N.W.

Washington, D.C. 20001

(202) 662-6000

Approximate date of commencement of the proposed sale of the securities to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Pursuant to a Registration Statement on Form S-4 (File No. 333-292287) that Enova International, Inc., a Delaware corporation (the “Registrant”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 19, 2025, as amended on December 29, 2025, which was declared effective by the Commission on December 31, 2025 (the “Registration Statement”), the Registrant registered the issuance of up to 1,551,801 shares of its common stock, par value $0.00001 per share (the “Common Stock”), in connection with the Agreement and Plan of Merger, dated as of December 10, 2025, as amended on December 18, 2025 (as amended, the “Merger Agreement”), by and between the Registrant and Grasshopper Bancorp, Inc. (“Grasshopper”), a Delaware corporation and the parent holding company of Grasshopper Bank N.A. (“Grasshopper Bank”), a national bank and wholly-owned subsidiary of Grasshopper, pursuant to which, and subject to the terms and conditions in the Merger Agreement, (i) Grasshopper was to merge with and into the Registrant (the “Merger”), and (ii) immediately following the Merger, an interim national bank and wholly-owned subsidiary of the Registrant was to merge with and into Grasshopper Bank.

As previously disclosed, on October 16, 2026, the Registrant and Grasshopper entered into the Mutual Termination Agreement and Release pursuant to which the parties agreed to mutually terminate the Merger Agreement effective as of such date.

In connection with the termination of the Merger Agreement, the offering pursuant to the Registration Statement terminated. Therefore, in accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of its securities being registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby amends the Registration Statement to deregister all 1,551,801 shares of Common Stock that were registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 23rd day of October, 2026. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 in reliance upon Rule 478 under the Securities Act.

ENOVA INTERNATIONAL, INC.
By:		/s/ Steven Cunningham
		Steven Cunningham
		Chief Executive Officer