SEC Form S-4 filed by Enova International Inc.

As filed with the Securities and Exchange Commission on December 19, 2025

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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 Financial 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		Michael Butler Grasshopper Bancorp, Inc. 261 5th Avenue, Suite 610 New York, New York 10016 (917) 830-2100		Richard A. Schaberg Les B. Reese, III Hogan Lovells US LLP 555 Thirteenth Street, N.W. Columbia Square Washington, D.C. 20004 (202) 637-5600		James Barresi Alison LaBruyere Squire Patton Boggs (US) LLP 201 East Fourth Street, Suite 1900 Cincinnati, Ohio 45202

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

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 dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Grasshopper will hold a special meeting of its stockholders in connection with the proposed merger. In addition to other conditions to the completion of the mergers, Enova and Grasshopper cannot complete the proposed mergers unless holders of shares of voting common stock of Grasshopper vote to adopt the merger agreement and the transactions contemplated thereby, including the mergers. The Grasshopper board of directors is providing this proxy statement/prospectus to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, this proxy statement/prospectus is also being delivered to Grasshopper stockholders as Enova’s prospectus for its offering of Enova common stock in connection with the merger.

The Grasshopper special meeting will be held on [ ], 2026 at [  ], Eastern Time, at [ ].

Your vote is very important. To ensure your representation at the Grasshopper special meeting, please complete, sign, date and return the enclosed proxy card (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the Grasshopper special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Grasshopper special meeting.

Each of the Enova and the Grasshopper boards of directors has approved the merger agreement and the transactions contemplated thereby and the Grasshopper board of directors recommends to its stockholders to vote “FOR” approval of its proposals.

The enclosed proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety, including “Risk Factors,” beginning on page 20, for a discussion of the risks relating to the mergers. You also can obtain information about Enova from documents that Enova has filed with the Securities and Exchange Commission.

Sincerely,

 

[ ] [ ] Enova International, Inc.		[ ] Michael Butler Chief Executive Officer Grasshopper Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Enova or Grasshopper, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [ ], 202[ ], and it is first being mailed or otherwise delivered to the stockholders of Grasshopper on or about [ ], 202[ ].

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [ ], 2026

To the Stockholders of Grasshopper Bancorp, Inc.:

Notice is hereby given that Grasshopper Bancorp, Inc., which we refer to as Grasshopper, will hold a special meeting of stockholders, which we refer to as the Grasshopper special meeting, on [ ], 2026, at [ ], Eastern Time, at [ ]. The Grasshopper special meeting will be held for the purposes of allowing holders of shares of voting common stock of Grasshopper, or Grasshopper voting common stockholders, to consider and vote upon the following matters:

 

•

a proposal to adopt the Agreement and Plan of Merger, dated as of December 10, 2025, as amended on December 18, 2025, which we refer to as the merger agreement, by and between Enova International, Inc., which we refer to as Enova, and Grasshopper, pursuant to which, among other things, (1) Grasshopper will merge with and into Enova, with Enova continuing as the surviving corporation, which we refer to as the merger, and (2) immediately following the merger, an interim national bank and wholly owned subsidiary of Enova to be formed following the date hereof, which we refer to as Interim Bank, will merge with and into Grasshopper Bank, N.A., which we refer to as Grasshopper Bank, with Grasshopper Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, each as more fully described in the attached proxy statement/prospectus, which we refer to as the merger proposal; and

 

•

a proposal to approve one or more adjournments of the Grasshopper special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the merger proposal, which we refer to as the adjournment proposal.

These proposals are described in greater detail in the accompanying proxy statement/prospectus. Grasshopper will transact no other business at the Grasshopper special meeting, except for business properly brought before the Grasshopper special meeting or any adjournment or postponement thereof.

Grasshopper has fixed the close of business on [ ], 2025 as the record date for the Grasshopper special meeting, which we refer to as the Grasshopper record date. Only Grasshopper voting common stockholders of record at the close of business on the Grasshopper record date are entitled to notice of, and to vote at, the Grasshopper special meeting, or any adjournment or postponement thereof. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Grasshopper common stock entitled to vote thereon. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Grasshopper common stock in person or by proxy at the Grasshopper special meeting and entitled to vote thereon. At the close of business on the record date, [ ] shares of Grasshopper voting common stock were outstanding and entitled to vote.

Your vote is very important. Enova and Grasshopper cannot complete the mergers unless Grasshopper voting common stockholders approve the merger proposal.

To ensure your representation at the Grasshopper special meeting, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or through the internet. If your shares of Grasshopper voting common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the Grasshopper special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Grasshopper special meeting.

The enclosed proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

Under Delaware law, Grasshopper common stockholders who do not vote in favor of the merger proposal and follow certain procedural steps will be entitled to appraisal rights. See “Questions and Answers—Are Grasshopper stockholders entitled to appraisal rights?

The Grasshopper board of directors has approved the merger agreement and approved the transactions contemplated thereby and recommends that Grasshopper stockholders vote “FOR” the merger proposal, and “FOR” the adjournment proposal.

 

New York, New York

[ ], 202[ ]

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Enova from documents that have been filed with the United States Securities and Exchange Commission, or the SEC, that are not included in or delivered with this proxy statement/prospectus. You may also obtain these documents, free of charge, from Enova at www.enova.com. These documents are also available without charge on the SEC’s website at www.sec.gov and upon written or oral request to Enova’s principal executive offices. The address and telephone number of Enova’s principal executive offices are listed below:

Enova International, Inc.

175 West Jackson Blvd.

Chicago, Illinois 60604

Attention: Secretary

Telephone: (312) 568-4200

The website addresses listed above are inactive textual references only, and the information provided on the websites listed above is not a part of the accompanying proxy statement/prospectus and, therefore, is not incorporated by reference into the accompanying proxy statement/prospectus.

Grasshopper does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is therefore not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and, accordingly, does not file documents or reports with the SEC.

If you are a Grasshopper stockholder and have any questions concerning the Grasshopper special meeting, the merger, the merger agreement or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus without charge or need help voting your shares of Grasshopper voting common stock, please contact Grasshopper at the following address and telephone number:

Grasshopper Bancorp, Inc.

261 5th Avenue, Suite 610

New York, New York 10016

Attention: Corporate Secretary

Telephone: (917) 830-2100

You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of the Grasshopper special meeting, you must make your request no later than [ ], 202[ ] in order to receive them before the Grasshopper special meeting.

For a more detailed description of the information incorporated by reference into the accompanying proxy statement/prospectus and how you may obtain it, please see the section entitled “Where You Can Find More Information.”

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. Enova and Grasshopper have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [ ], 202[ ]. You should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. Neither the mailing of this proxy statement/prospectus to Grasshopper stockholders nor the issuance by Enova of shares of Enova common stock in connection with the merger will create any implication to the contrary.

Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Enova has been provided by Enova and information contained in this proxy statement/prospectus regarding Grasshopper has been provided by Grasshopper.

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS AND THE GRASSHOPPER SPECIAL MEETING			1
SUMMARY			8
MARKET PRICE AND DIVIDENDS			17
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			18
RISK FACTORS			20
Risks Relating to the Mergers			20
Risks Relating to the Combined Company’s Business Following the Mergers			25
THE GRASSHOPPER SPECIAL MEETING			29
Date, Time and Place of the Grasshopper special meeting			29
Purpose of the Grasshopper special meeting			29
Recommendation of the Grasshopper Board of Directors			29
Record Date and Quorum			29
Vote Required; Treatment of Abstentions and Failure to Vote			30
Shares Held by Directors and Executive Officers			30
Voting of Proxies; Incomplete Proxies			31
Shares Held in “Street Name”			31
Revocability of Proxies and Changes to a Grasshopper Stockholder’s Vote			32
Solicitation of Proxies			32
Attending the Grasshopper Special Meeting			32
Delivery of Proxy Materials			33
Assistance			33
THE GRASSHOPPER PROPOSALS			34
Proposal 1: Merger Proposal			34
Proposal 2: Adjournment Proposal			34
Other Matters to Come Before the Grasshopper special meeting			35
INFORMATION ABOUT THE COMPANIES			36
THE MERGERS			37
Terms of the Merger			37
Background of the Merger			37
Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors			47
Opinion of Grasshopper’s Financial Advisor			50
Certain Unaudited Prospective Financial Information			60
Enova’s Reasons for the Mergers			62
Governance of Enova and Grasshopper Bank After the Completion of the Mergers			64
Interests of Grasshopper’s Directors and Executive Officers in the Mergers			64
Regulatory Approvals Required for the Mergers			68
Accounting Treatment			69
Public Trading Markets			69
Appraisal Rights			69
THE MERGER AGREEMENT			76
Structure of the Mergers			76
Treatment of Grasshopper Stock Options			76
Treatment of Grasshopper Warrants			76
Surviving Corporation Governing Documents and Board of Directors			77
Closing and Effective Time			77
Exchange Procedures			77
Representations and Warranties			78
Covenants and Agreements			82

Agreement Not to Solicit Other Offers			88
Stockholder Meeting and Recommendation of Grasshopper Board of Directors			89
Conditions to Consummation of the Merger			89
Termination of the Merger Agreement			90
Effect of Termination			91
Termination Fee			91
Expenses and Fees			92
Amendments and Waivers			92
Voting Agreements			92
Agreements with Enova			93
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			94
COMPARISON OF STOCKHOLDERS’ RIGHTS			98
DESCRIPTION OF ENOVA’S SECURITIES			110
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GRASSHOPPER			114
DEADLINES FOR SUBMITTING ENOVA STOCKHOLDER PROPOSALS			117
DEADLINES FOR SUBMITTING GRASSHOPPER STOCKHOLDER PROPOSALS			117
LEGAL MATTERS			117
EXPERTS			118
OTHER MATTERS			118
WHERE YOU CAN FIND MORE INFORMATION			118

Annex Index

 

Annex A:		Agreement and Plan of Merger, dated as of December 10, 2025, as amended on December 18, 2025, by and between Enova International, Inc. and Grasshopper Bancorp, Inc.
Annex B:		Form of Grasshopper Voting Agreement, dated as of December 10, 2025, by and among Enova International, Inc., Grasshopper Bancorp, Inc. and certain stockholders of Grasshopper Bancorp, Inc.
Annex C:		Opinion of Piper Sandler & Co.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS AND THE GRASSHOPPER SPECIAL MEETING

The following are some questions that you may have regarding the mergers, the Grasshopper special meeting of stockholders, which we refer to as the Grasshopper special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergers and the Grasshopper special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Unless otherwise indicated, references in this proxy statement/prospectus to “Enova” refer to Enova International, Inc. and references to “Grasshopper” refer to Grasshopper Bancorp, Inc., and references to “we,” “our” and “us” refer to Enova and Grasshopper together. References in this proxy statement/prospectus to “Enova common stock” refer to the common stock of Enova, par value $0.00001 per share, and references to “Grasshopper voting common stock” and “Grasshopper common stock” refer to the voting common stock of Grasshopper and the voting and non-voting common stock of Grasshopper, collectively, respectively in each case par value $0.01 per share.

 

Q:	What are the mergers?

 

A:

Enova and Grasshopper have entered into an Agreement and Plan of Merger, dated as of December 10, 2025, as amended on December 18, 2025, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, among other things, (1) Grasshopper will merge with and into Enova, with Enova continuing as the surviving corporation, which we refer to as the merger, and (2) immediately following the merger, an interim national bank and wholly owned subsidiary of Enova to be formed following the date hereof, or Interim Bank, will merge with and into Grasshopper Bank, with Grasshopper Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, each as more fully described in this proxy statement/prospectus.

 

Q:	Why am I receiving this proxy statement/prospectus?

 

A:	Grasshopper is sending these materials to its stockholders to help them decide how to vote their shares of Grasshopper voting common stock with respect to the matters to be considered at the Grasshopper special meeting.

The mergers cannot be completed unless Grasshopper voting common stockholders approve the merger agreement and the transactions contemplated thereby, including the mergers. Grasshopper is holding a special meeting of its voting common stockholders to vote on the proposals necessary to complete the mergers as well as other related matters. Information about this special meeting, the mergers and the other business to be considered by Grasshopper voting common stockholders at the Grasshopper special meeting is contained in this proxy statement/prospectus.

This document constitutes both a proxy statement of Grasshopper and a prospectus of Enova. It is a proxy statement because the board of directors of Grasshopper is soliciting proxies from Grasshopper stockholders using this document. It is a prospectus because Enova, in connection with the merger, is offering shares of Enova common stock in exchange for outstanding shares of Grasshopper common stock.

 

Q:	What will Grasshopper stockholders receive in the merger?

 

A:

If the merger is completed, each share of Grasshopper common stock, excluding certain specified shares owned by Enova or Grasshopper and shares held by stockholders who properly exercise appraisal rights, that is issued and outstanding immediately prior to the completion of the merger, will be converted into the right to receive the per share merger consideration of (1) the exchange ratio of approximately 0.038185 of a share of Enova common stock, with cash paid in lieu of fractional shares, which we refer to as stock consideration and (2) $4.845, which we refer to as cash consideration. We refer to stock consideration and

 

1

cash consideration collectively as the per share merger consideration. The per share merger consideration is subject to adjustment pursuant to the terms of the merger agreement such that the total consideration for all outstanding shares of Grasshopper common stock remains no higher than approximately $350 million in the aggregate (excluding cash paid for Grasshopper options and Grasshopper warrants, each as described below), which we refer to as the merger consideration.

 

Q:	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the effective time?

 

A:

Yes. The closing price of Enova common stock on the date that the merger is completed may vary from the closing price of Enova common stock on the date of this proxy statement/prospectus and the time the merger is completed, which we refer to as the effective time. Because stock consideration is determined by a fixed exchange ratio, at the time of the Grasshopper special meeting, Grasshopper stockholders will not know or be able to calculate the value of the Enova common stock to be issued as stock consideration upon completion of the merger. Any change in the market price of Enova common stock prior to completion of the merger may affect the value of stock consideration that Grasshopper stockholders will receive upon completion of the merger. There will be no adjustment to the merger consideration based upon changes in the market price of Enova common stock prior to the time the merger is completed. In addition, the merger agreement cannot be terminated due to a change in the price of Enova common stock. The cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration. See the section entitled “Risk Factors—Because the exchange ratio is fixed and the market price of Enova common stock will fluctuate, the value of stock consideration to be received by certain Grasshopper stockholders pursuant to the merger agreement may change.”

 

Q:	What will happen to Grasshopper stock options in the merger?

 

A:

At the effective time, each stock option in respect of Grasshopper common stock, or a Grasshopper stock option, that is outstanding and unexercised immediately prior to the effective time will be fully vested then cancelled and converted into the right to receive from Enova a cash payment (less any required tax withholding) equal to the product, rounded up to the nearest cent, of (1) the number of shares of Grasshopper common stock subject to such Grasshopper stock option immediately prior to the effective time, multiplied by (2) the difference, if positive, between cash consideration multiplied by two, which we refer to as the per share cash amount, and the exercise price of the Grasshopper stock option. Any Grasshopper stock option with an exercise price that equals or exceeds the per share cash amount will be canceled with no consideration being paid to the optionholder.

 

Q:	What will happen to Grasshopper warrants in the merger?

 

A:

Prior to the effective time, Grasshopper will use reasonable best efforts to cause any outstanding and unexercised warrant in respect of Grasshopper common stock, or a Grasshopper warrant, whether vested or unvested, as of immediately prior to the effective time be canceled and the holder thereof will have no further rights with respect to such Grasshopper warrant, unless the holder of such Grasshopper warrant executes prior to the effective time a warrant cancelation agreement in form and substance reasonably satisfactory to Enova (which will include a full release of any rights each holder has with respect to a Grasshopper warrant, other than the cash payment described below), in which case such Grasshopper warrant subject to an executed warrant cancelation agreement will instead be canceled at the effective time without any consideration other than the right to receive from Enova at the effective time a cash payment (less any required withholding) payable to such holder of such Grasshopper warrants of a pro rata amount of the aggregate amount payable by Enova with respect to all the Grasshopper warrants of $2,500,000.

 

Q:	When do you expect to complete the mergers?

 

A:

We expect to complete the mergers in the second half of 2026. However, we cannot assure you of when or if the mergers will be completed. We must first obtain the approval of Grasshopper voting common stockholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. For further information, please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.”

 

2

Q:	What am I being asked to vote on?

 

A:	Grasshopper voting common stockholders will be asked to consider and vote on the following matters:

 

•

The merger proposal; and

 

•

The adjournment proposal, if necessary or appropriate.

Grasshopper voting common stockholder approval of the merger proposal is required to complete the mergers. Grasshopper will transact no other business at the Grasshopper special meeting, except for business properly brought before the Grasshopper special meeting or any adjournment or postponement thereof.

 

Q:	How does the Grasshopper board of directors recommend that Grasshopper stockholders vote at the Grasshopper special meeting?

 

A:

The Grasshopper board of directors approved the merger agreement and recommends that the holders of common stock of Grasshopper vote “FOR” the merger proposal and “FOR” the adjournment proposal. Please see the section entitled “The Mergers—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors” for a more detailed discussion of the factors considered by the Grasshopper board of directors in reaching its decision to approve the merger agreement. On account of his conflicting interest, Mr. Butler abstained from the Grasshopper board of directors’ vote and recommendation with respect to the merger proposal.

 

Q:	When and where is the Grasshopper special meeting?

 

A:	Grasshopper will hold the Grasshopper special meeting at [ ], commencing at [ ], Eastern Time, on [ ], 2026.

 

Q:	Who is entitled to vote at the Grasshopper special meeting?

 

A:

Only Grasshopper voting common stockholders of record at the close of business on [ ], 2025, the Grasshopper record date for the Grasshopper special meeting, are entitled to notice of, and to vote at, the Grasshopper special meeting or any adjournment or postponement of the Grasshopper special meeting.

 

Q:	What constitutes a quorum at the Grasshopper special meeting?

 

A:

The presence at the Grasshopper special meeting, in person or by proxy (after giving effect to the provisions of Article FOURTH of the certificate of incorporation, as amended, of Grasshopper, which we refer to as the Grasshopper charter), of a majority of the shares of Grasshopper common stock entitled to vote at the Grasshopper special meeting as of the close of business on the Grasshopper record date will constitute a quorum for purposes of the Grasshopper special meeting. For further information, please see the section entitled “Comparison of Stockholders’ Rights.” All shares of Grasshopper common stock entitled to vote and present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Grasshopper special meeting. Broker non-votes, if any, will not be included in determining whether a quorum exists.

 

Q:	What is the vote required to approve each proposal at the Grasshopper special meeting?

 

A:

Standard: Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Grasshopper common stock entitled to vote thereon. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Grasshopper common stock in person or by proxy at the Grasshopper special meeting and entitled to vote thereon.

Effect of abstentions and broker non-votes: For purposes of the Grasshopper special meeting, an abstention occurs when a stockholder attends the Grasshopper special meeting, either in person or represented by proxy, but abstains from voting. With respect to the merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other

 

3

nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

 

Q:	Are there any voting agreements with existing Grasshopper stockholders?

 

A:

Yes. Certain stockholders of Grasshopper have separately entered into the voting agreements pursuant to which they have agreed to, among other things: (1) appear at the Grasshopper special meeting or otherwise cause their shares of Grasshopper common stock to be counted as present at such meeting for purposes of calculating a quorum; and (2) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of their shares of Grasshopper common stock: (A) in favor of the approval of the merger proposal, and any actions required in furtherance thereof; and (B) against (x) any acquisition proposal, (y) any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Grasshopper under the merger agreement, and (z) any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the Grasshopper stockholders that is intended or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, frustrate the purposes of or adversely affect the mergers or the other transactions contemplated by the merger agreement or the voting agreements or the performance by Grasshopper of its obligations under the merger agreement. For additional information on the voting agreements, see the section entitled “The Merger Agreement—Voting Agreements.”

 

Q:	Why is my proxy important?

 

A:

If you do not attend the Grasshopper special meeting in person or by proxy, it will be more difficult for Grasshopper to obtain the necessary quorum to hold the Grasshopper special meeting. The Grasshopper board of directors approved the merger agreement and recommends that the stockholders of Grasshopper vote “FOR” the merger proposal and “FOR” the adjournment proposal. Please see the section entitled “The Mergers—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors” for a more detailed discussion of the factors considered by the Grasshopper board of directors in reaching its decision to approve the merger agreement.

 

Q:	How many votes do I have?

 

A:	Each holder of shares of Grasshopper voting common stock outstanding on the Grasshopper record date will be entitled to one vote for each share held of record.

 

Q:	What do I need to do now?

 

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope (or vote by telephone or on the internet) as soon as possible so that your shares will be represented at Grasshopper special meeting.

Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in “street name” by a bank, broker or other nominee.

 

Q:	How do I vote?

 

A:	If you hold your shares of Grasshopper voting common stock in your name as a stockholder of record, to submit a proxy, you, as a Grasshopper voting common stockholder, as applicable, may vote using one of the following methods:

 

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through the internet by vising the website specified on your proxy card and following the instructions, using the control number provided on your proxy card;

 

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by telephone by calling the toll free number specified on your proxy card and following the recorded instructions, using the control number provided on your proxy card;

 

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by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States; or

 

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casting your vote in person at the Grasshopper special meeting.

If your shares are held in “street name” by a bank, broker or other nominee, you should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to Grasshopper, as applicable, or by voting through participation at the Grasshopper special meeting, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

 

Q:	If my shares of Grasshopper voting common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. You may not vote shares held in “street name” by returning a proxy card directly to Grasshopper or by voting through participation at the Grasshopper special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Under the New York Stock Exchange, or the NYSE, rules, banks, brokers and other nominees who hold shares of Grasshopper common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. Grasshopper expects that all proposals to be voted on at the Grasshopper special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of Grasshopper voting common stock in “street name,” such entity will vote your shares of Grasshopper voting common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

If you are a Grasshopper stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the merger proposal or the adjournment proposal, which broker non-votes will have the same effect as a vote against the merger proposal and will have no effect on the adjournment proposal.

 

Q:	What will happen if I return my proxy without indicating how to vote?

 

A:	If any proxy card is returned without indication as to how to vote on a proposal, the shares of Grasshopper voting common stock represented by the proxy card will be voted as recommended by the Grasshopper board of directors.

 

Q:	May I change or revoke my vote after I have delivered my proxy?

 

A:	Yes. If you hold shares of Grasshopper voting common stock in your name as a Grasshopper voting common stockholder of record, you may change your vote or revoke any proxy at any time before the Grasshopper special meeting is called to order by:

 

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completing, signing, dating and returning a proxy with a later date than your original proxy,

 

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delivering a written revocation letter to Grasshopper’s corporate secretary,

 

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submitting a vote by telephone or by logging onto the Internet website specified on your proxy in the same manner you would to submit your proxy electronically and following the instructions indicated on the proxy (in either case before the telephone or Internet voting deadline), or

 

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attending the Grasshopper special meeting in person, notifying Grasshopper’s corporate secretary that you are revoking your proxy and voting by ballot at the Grasshopper special meeting. If you choose to send a completed proxy bearing a later date than your original proxy, the new proxy must be received before the beginning of the Grasshopper special meeting.

If your shares of Grasshopper voting common stock are held in “street name” through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of voting instructions.

 

Q:	Are Grasshopper stockholders entitled to appraisal rights?

 

A:

If the merger is completed, holders of record and beneficial owners of Grasshopper common stock who (1) do not vote in favor of the merger proposal; (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Grasshopper common stock through the effective time; (3) properly demand appraisal of their applicable shares; (4) meet certain statutory requirements as described in this proxy statement/prospectus; and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the merger in accordance with Section 262 of the DGCL. The requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement/prospectus entitled “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL, the full text of which is available at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

 

Q:	What are the material U.S. federal income tax consequences of the merger to Grasshopper stockholders?

 

A:

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code. It is a condition to the obligations of Grasshopper and Enova to complete the merger that they each receive an opinion from Covington & Burling LLP, which we refer to as Covington & Burling, to that effect. Neither Enova nor Grasshopper currently intends to waive this condition to the consummation of the merger. In the event that Enova and Grasshopper waive the condition to receive such tax opinion and the tax consequences of the merger materially change, Grasshopper and Enova will recirculate appropriate soliciting materials and seek new approval of the merger from Grasshopper stockholders. Subject to the limitations and qualifications set forth herein and in the form of the opinion of Covington & Burling, filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus is part, if the merger qualifies as a reorganization for U.S. federal income tax purposes, a U.S. holder who receives the merger consideration in exchange for shares of Grasshopper common stock generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the Enova common stock and cash received by such holder pursuant to the merger exceeds such holder’s tax basis in its shares of Grasshopper common stock surrendered, and (2) the amount of cash received by such holder pursuant to the merger (excluding any cash received in lieu of a fractional share of Enova common stock).

Gain or loss that Grasshopper stockholders recognize in connection with the merger will generally constitute capital gain or loss and will constitute long-term capital gain or loss if such holders’ holding periods of their Grasshopper common stock exceed one year as of the effective date of the merger.

For more detailed information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.”

The United States federal income tax consequences described above may not apply to all Grasshopper stockholders. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

 

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Q:	If I am a Grasshopper stockholder, should I send in my Grasshopper stock certificate(s) now?

 

A:	No. Please do not send your Grasshopper common stock certificates now. If you are a stockholder of record, you will receive instructions for returning such certificates to the exchange agent in connection with the merger. Please do not send in your stock certificates with your proxy card.

 

Q:	What should I do if I have my shares of Grasshopper common stock in book-entry form?

 

A:

If the merger is consummated, you are not required to take any special additional action to receive the merger consideration if your shares of Grasshopper common stock are held in book-entry form. After the completion of the merger, shares of Grasshopper common stock held in book-entry form will be exchanged automatically for the merger consideration, including the cash consideration and shares of Enova common stock in book-entry form, and any cash to be paid in exchange for fractional shares in the merger.

 

Q:	Whom may I contact if I cannot locate my Grasshopper stock certificate(s)?

 

A:	If you are unable to locate your original Grasshopper stock certificate(s), you should contact Computershare Trust Company, N.A., Grasshopper’s transfer agent, at (201) 386-3534.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

Grasshopper stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Grasshopper common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Grasshopper common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Grasshopper voting common stock that you own.

 

Q:	What happens if I sell my shares of Grasshopper common stock after the Grasshopper record date but before the Grasshopper special meeting?

 

A:

The Grasshopper record date is earlier than the date of the Grasshopper special meeting and the date that the merger is expected to be completed. If you transfer your shares of Grasshopper common stock after the Grasshopper record date but before the date of the Grasshopper special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any merger consideration for the transferred shares of Grasshopper common stock. You will only be entitled to receive the per share merger consideration in respect of shares of Grasshopper common stock that you hold at the effective time.

 

Q:	Are there risks involved in undertaking the mergers?

 

A:	Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 20.

 

Q:	What happens if the merger is not completed?

 

A:	If the merger is not completed, Grasshopper stockholders will not receive the merger consideration. Instead, each of Grasshopper and Enova will remain an independent company and shares of Enova common stock will continue to be listed and traded on the NYSE.

 

Q:	Whom should I contact if I have questions?

 

A:

If you need assistance in completing your proxy, have questions regarding the Grasshopper special meeting, or would like additional copies of this proxy statement/prospectus, please contact Grasshopper’s corporate secretary, Michael Lenahan, by calling (917) 830-2100, or via email at [email protected].

 

Q:	Where can I find more information about Enova and Grasshopper?

 

A:	You can find more information about Enova and Grasshopper from the various sources described under the section entitled “Where You Can Find More Information.”

 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Enova’s Annual Report on Form 10-K for the year ended December 31, 2024, and any updates to those risk factors set forth in Enova’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the SEC, Grasshopper’s stockholders should carefully consider the following factors in deciding whether to vote for the Grasshopper proposals. Please also see the section entitled “Where You Can Find More Information.”

Risks Relating to the Mergers

Because the exchange ratio is fixed and the market price of Enova common stock will fluctuate, the value of stock consideration to be received by certain Grasshopper stockholders pursuant to the merger agreement may change.

If the merger is completed, each share of Grasshopper common stock, excluding certain specified shares owned by Enova or Grasshopper and shares held by stockholders who properly exercise appraisal rights, that is issued and outstanding immediately prior to the completion of the merger, will be converted into the right to receive the per share merger consideration of (1) stock consideration consisting of the exchange ratio of approximately 0.038185 of a share of Enova common stock, with cash paid in lieu of fractional shares and (2) cash consideration consisting of $4.845. The closing price of Enova common stock on the date that the merger is completed may vary from the closing price of Enova common stock on the date Enova and Grasshopper announced the signing of the merger agreement, the date that this document is being mailed to Grasshopper stockholders, the date of the Grasshopper special meeting and the date the merger is completed. Because stock consideration is determined by a fixed exchange ratio, at the time of the Grasshopper special meeting Grasshopper stockholders will not know or be able to calculate the value of the Enova common stock to be issued as stock consideration upon completion of the merger. Any change in the market price of Enova common stock prior to completion of the merger may affect the value of the stock consideration that Grasshopper stockholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in the companies’ respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of Enova and Grasshopper. Grasshopper stockholders should obtain current market quotations for shares of Enova common stock before voting their shares at the Grasshopper special meeting.

There will be no adjustment to the merger consideration based upon changes in the market price of Enova common stock prior to the time the merger is completed. In addition, the merger agreement cannot be terminated due to a change in the price of Enova common stock.

The per share merger consideration received by Grasshopper stockholders may decrease if the number of outstanding shares of Grasshopper common stock increases prior to the effective time.

The per share merger consideration is subject to adjustment pursuant to the terms of the merger agreement such that the merger consideration to Grasshopper stockholders, which is the total consideration for all outstanding shares of Grasshopper common stock, remains no higher than approximately $350 million in the aggregate, excluding cash paid for Grasshopper options and Grasshopper warrants. Therefore, if the number of issued and outstanding shares of Grasshopper common stock (excluding treasury shares and excluding any shares of Grasshopper common stock issued upon the exercise of any Grasshopper stock option or Grasshopper warrant that was issued and outstanding as of the date of the merger agreement) increases between the date of the merger agreement and the effective time, then the per share merger consideration received by Grasshopper stockholders will decrease as provided in the merger agreement. See the section entitled “The Merger Agreement—Structure of the Mergers.”

 

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Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on the combined company following the consummation of the mergers.

Before the mergers and the other transactions contemplated by the merger agreement may be completed, various approvals, consents and/or non-objections must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally. The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the mergers and the other transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the mergers and the other transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or otherwise reduce the anticipated benefits of the mergers if the mergers were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. The completion of the mergers and the other transactions contemplated by the merger agreement are conditioned on the receipt of the requisite regulatory approvals without the imposition of any burdensome condition and the expiration of all statutory waiting periods. Additionally, the completion of the mergers and the other transactions contemplated by the merger agreement are conditioned on the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers).

In order to obtain the requisite regulatory approvals, Enova may need to develop business and financial plans appropriate for a bank holding company and enhance its governance, compliance, controls and management infrastructure and capabilities to be compliant with all applicable regulations and supervisory expectations to the satisfaction of the Federal Reserve and other banking regulators before the consummation of the mergers, which may require substantial time, monetary and human resource commitments. If Enova is not successful in developing appropriate business and financial plans or enhancing, as needed, its governance, compliance, controls and management infrastructure and capabilities, Enova’s ability to close the mergers and obtain a bank charter and/or bank functionality through other avenues may be jeopardized.

If the consummation of the mergers is delayed, including by a delay in receipt of necessary regulatory approvals, a denial of a regulatory application, or the imposition of a burdensome condition, the ongoing business and financial results of each company may also be adversely affected. Please see the section entitled “The Mergers—Regulatory Approvals Required for the Mergers.”

Failure to complete the merger could negatively affect the share prices, future business and financial results of Enova and Grasshopper.

The completion of the merger is subject to a number of customary conditions which must be fulfilled in order to complete the merger. Please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.” These conditions to the consummation of the merger may not be fulfilled and, accordingly, the merger may not be completed. In addition, if the merger is not consummated by the termination date, either Enova or Grasshopper may choose to terminate the merger at any time after the termination date, provided that (1) the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement and (2) neither

 

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party may terminate the merger agreement during the determination of the final Grasshopper tier 1 leverage ratio pursuant to the terms of the merger agreement (including any period during which Grasshopper is taking action to increase Grasshopper tier 1 leverage ratio in accordance with the terms of the merger agreement). Please see the section entitled “The Merger Agreement—Termination Fee.”

If the merger is not consummated, the ongoing business and financial results of each company may be adversely affected. If the merger is not consummated due to failure to obtain the necessary regulatory approvals, and Enova is unable to find an alternative pathway to obtaining a bank charter and/or bank functionality, then Enova’s ability to offer a broader range of products and services, and Enova’s stock price, may be adversely affected. Each company will also be subject to several risks, including significant declines in Enova’s market price to the extent that the current market price reflects an assumption by the market that the merger will be completed and litigation related to any failure to complete the merger. If the consummation of the merger is delayed, the business, financial condition and results of operations of each company may be adversely affected.

In addition, each company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, the companies would have to recognize these expenses without realizing the expected benefits of the merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each company’s ongoing business during the pendency of the merger, could have an adverse effect on each company’s business, financial condition and results of operations.

Additionally, Enova’s or Grasshopper’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger, and the market price of Enova common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and a company’s board of directors seeks another merger or business combination, such company’s stockholders cannot be certain that such company will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

Some of the conditions to the merger may be waived by Grasshopper or Enova without resoliciting Grasshopper stockholder approval of the merger agreement.

Some of the conditions to the merger set forth in the merger agreement may be waived by Grasshopper or Enova, subject to the agreement of the other party in specific cases. See the section entitled “The Merger Agreement—Conditions to Consummation of the Merger.” If any such conditions are waived, Grasshopper and Enova will evaluate whether an amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In the event that the Grasshopper board of directors determines that resolicitation of stockholders is not warranted, Grasshopper and Enova will have the discretion to complete the merger without seeking further Grasshopper stockholder approval.

Enova and Grasshopper will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on counterparties to contracts, employees, customers, suppliers, vendors and other parties may have an adverse effect on the business, financial condition and results of operations of Grasshopper and Enova. These uncertainties may impair Enova’s or Grasshopper’s ability to attract, retain and motivate key personnel and customers pending the consummation of the mergers, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the mergers. Additionally, these uncertainties could cause contract counterparties, customers, suppliers, vendors and others who deal with Grasshopper and/or Enova to seek to change existing business

 

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relationships with Grasshopper and/or Enova or fail to extend an existing relationship with Grasshopper and/or Enova. In addition, competitors may target each party’s existing employees and customers by highlighting potential uncertainties and integration difficulties that may result from the mergers.

The pursuit of the mergers and the preparation for the integration of the two companies may place a significant burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have an adverse effect on each company’s business, financial condition and results of operations.

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the merger is pending. These restrictions could have an adverse effect on each party’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Effective Time” for a description of the restrictive covenants applicable to Grasshopper and Enova.

Grasshopper’s directors and executive officers have interests in the mergers that may be different from the interests of other Grasshopper stockholders.

Grasshopper’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Grasshopper stockholders generally. The Grasshopper board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to Grasshopper stockholders that they vote to adopt the merger proposal. These interests are described in more detail under the section entitled “The Mergers—Interests of Grasshopper’s Directors and Executive Officers in the Mergers.”

Shares of Enova common stock to be received by Grasshopper stockholders as a result of the merger will have rights different from the shares of Grasshopper common stock.

The rights of Grasshopper stockholders are currently governed by the Grasshopper charter, and the bylaws of Grasshopper, which we refer to as the Grasshopper bylaws. Upon completion of the merger, the rights of former Grasshopper stockholders will be governed by the Enova charter and the Enova bylaws. Although Enova and Grasshopper are both organized under Delaware law, the rights associated with Grasshopper common stock are different in certain respects from the rights associated with Enova common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with Enova common stock.

The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Grasshopper that might result in greater value to Grasshopper stockholders.

The merger agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Grasshopper that might result in greater value to Grasshopper stockholders than the merger. These provisions include a general prohibition on Grasshopper from soliciting or entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” Grasshopper also has an unqualified obligation to submit its merger-related proposals to a vote by Grasshopper stockholders. For further information, please see the section entitled “The Merger Agreement— Stockholder Meeting and Recommendation of Grasshopper Board of Directors.”

In connection with entering into the merger agreement, each member of the Grasshopper board of directors and all executive officers of Grasshopper, in their capacities as Grasshopper stockholders, along with certain

 

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other Grasshopper stockholders, have entered into the voting agreements. The voting agreements require, among other things, that the stockholder party thereto vote all of his or her shares of Grasshopper common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of his or her shares of Grasshopper common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

The merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.

The parties expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of Enova and Grasshopper to complete the merger is conditioned upon the receipt of a tax opinion to that effect from Covington & Burling. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the United States Internal Revenue Service, which we refer to as the IRS, or the courts. The tax opinion that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflect customary assumptions and were prepared based on representations from Enova and Grasshopper, as well as certain covenants, undertakings, and statements of intention by the parties (which the tax opinion has assumed will be realized at the effective time of the merger). If any of these assumptions and representations is incorrect, incomplete or inaccurate, or is violated or not fulfilled, the validity of the tax opinion described above may be affected and the tax consequences of the merger could materially differ from those described herein. For example, if the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a Grasshopper stockholder may be required to recognize any gain or loss equal to the difference between (1) the fair market value of Enova common stock and the amount of cash received by the Grasshopper stockholder in the merger and (2) the Grasshopper stockholder’s adjusted tax basis in the shares of Grasshopper common stock exchanged therefor. Enova and Grasshopper have not sought, and do not intend to seek, any ruling from the IRS regarding the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, such expectation constitutes a forward-looking statement. For information on forward-looking statements, please see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” For further information on the material U.S. federal income tax consequences of the merger, please refer to the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” You should consult your tax advisor to determine the particular tax consequences to you.

The opinion of Piper Sandler delivered to the board of directors of Grasshopper prior to the signing of the merger agreement will not reflect changes in circumstances after the dates of the opinion.

The Grasshopper board of directors received an opinion from Piper Sandler dated December 10, 2025, which is attached as Annex C to this proxy statement/prospectus. For a description of the opinion, see “The Mergers—Opinion of Grasshopper’s Financial Advisor.” Such opinion has not been updated as of the date of this proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Grasshopper or Enova, general market and economic conditions and other factors that may be beyond the control of Grasshopper or Enova may significantly alter the value of Grasshopper or Enova or the prices of the shares Enova common stock by the time the merger is completed. The opinion does not speak as of the effective time or as of any other date other than the date of the opinion. For a description of the other factors considered by the Grasshopper board of directors in determining to approve the merger, see “The Mergers—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors.”

Grasshopper stockholders are expected to have appraisal rights in the merger.

If the merger agreement is adopted by Grasshopper stockholders, Grasshopper stockholders who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. Neither Grasshopper

 

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nor Enova can predict the number of Grasshopper common stockholders who will seek appraisal of their shares. The merger agreement provides that the obligation of Enova to consummate the mergers and the other transactions contemplated in the merger agreement are subject to the condition that, at or prior to the effective time, holders of not more than 2% of the outstanding shares of Grasshopper common stock have properly demanded appraisal rights for such shares pursuant to the DGCL. For more information, see “The Mergers—Dissenters’ Rights in the Merger” and “The Merger Agreement—Conditions to Consummation of the Merger.”

Litigation relating to the merger could result in significant costs, management distraction, and/or a delay of or injunction against the merger.

While Grasshopper and Enova believe that any claims that may be asserted by purported stockholder plaintiffs related to the merger would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the merger from being completed in a timely manner or at all. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Grasshopper stockholders. Moreover, any litigation could be time consuming and expensive and divert Grasshopper and Enova management’s attention away from their regular business. Further, any lawsuit adversely resolved against Grasshopper, Enova or members of the Grasshopper or Enova boards of directors, could have an adverse effect on each party’s business, financial condition and results of operations.

If any action remains unresolved, it could prevent or delay the completion of the merger. One of the conditions to the consummation of the merger is that no court or regulatory authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) or taken any other action which prohibits, restricts or makes illegal the consummation of the transactions contemplated by the merger agreement (including the mergers). Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive restricting, prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers), then such injunctive or other relief may delay or prevent the merger from becoming effective in a timely manner or at all.

Risks Relating to the Combined Company’s Business Following the Mergers

If consummated, the mergers will subject Enova to significant additional regulation.

Enova believes that the mergers represent a significant transformation for its business. However, if the mergers are consummated, the combined company will become subject to the Bank Holding Company Act and its restrictions and requirements, including capital requirements and restrictions on non-banking activities. The combined company will also become subject to supervision, regulation, and enforcement by the Federal Reserve, and its bank subsidiary will be subject to supervision, regulation, and enforcement by the OCC. Enova does not have prior experience complying with such additional regulation and the combined company’s efforts to comply with the same may require substantial time, monetary and human resource commitments. If any new or newly applicable regulations or interpretations of existing regulations to which the combined company is subject impose requirements that are impractical or that the combined company cannot satisfy, its ability to offer a broader range of products and services, and its stock price, may be adversely affected.

Additionally, should the mergers be consummated, certain stockholders of the combined company may need to comply with applicable federal banking regulations, including the applicable provisions of the Change in Bank Control Act and Bank Holding Company Act. Specifically, under the Change in Bank Control Act, any person seeking to acquire control of the combined company may be required to notify and receive the prior non-objection of the Federal Reserve. For these purposes, control may be presumed to exist at 10% or more of the combined company’s voting interests. Similarly, under the Bank Holding Company Act, any bank holding

 

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company must obtain prior approval of the Federal Reserve to acquire more than 5% of the combined company, and any other company seeking to acquire control of the combined company would be required to obtain prior Federal Reserve approval and register as a bank holding company. For these purposes, control would exist at 25% ownership of the combined company’s voting interests, and potentially at a lower threshold. These requirements may deter certain existing or potential stockholders from purchasing shares of Enova common stock, which may suppress demand for the stock and cause the price to decline.

These and other regulatory requirements that will be applicable to the combined company continue to evolve and may create challenges that could affect the combined company’s operations, financial performance, and stock price.

Enova believes that the mergers could potentially be transformative, which will result in significant risk related to the integration of the businesses of each company.

Enova believes that the mergers have the potential to be transformative for the combined company for several reasons, including creating a more valuable company with the ability to compete in today’s operating environment that offers a more comprehensive suite of financial solutions, including national scale lending products through a national bank charter. Please see the section entitled “The Mergers—Enova’s Reasons for the Mergers” for a more detailed discussion of the factors considered by the Enova board of directors in reaching its decision to approve the merger agreement, including the mergers and the other transactions contemplated therein.

However, integrating the businesses of Enova and Grasshopper involves significant risks. Enova and Grasshopper have operated and, until the completion of the mergers, will continue to operate, independently. The success of the mergers, including anticipated benefits, will depend, in part, on the successful combination of the businesses of Enova and Grasshopper. To realize these anticipated benefits, after the completion of the mergers, Enova expects to integrate Grasshopper’s business into its own. There is significant risk in the execution of the transformation and integration. For example, the combined company will become subject to extensive regulation by federal banking regulators and accordingly the combined company will need to rapidly evolve its compliance programs and ensure it has adequate processes and staffing to satisfy the applicable regulations and regulators. See the risk factor entitled “—If consummated, the mergers will subject Enova to significant additional regulation.”

Following the consummation of the mergers, the combined company intends to offer a broader suite of products and services and there is a risk that there will be interruptions in the operation and support of these products and services while the combined company completes the integration of Grasshopper’s business and personnel. It is possible that the integration process could result in the loss of key employees, the disruption of the combined company’s ongoing businesses or inconsistencies in technologies, standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could have an adverse effect on the combined company’s financial results and the value of Enova common stock. If Enova experiences difficulties with the integration process, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

These integration matters could have an adverse effect on the combined company for an undetermined period after consummation of the merger. Additionally, while this integration period is taking place, certain of the combined company’s other risks, such as its attrition risk and compliance with the bank regulatory regime, may be heightened. Given the potentially transformational nature of the mergers to Enova, combining the two companies may be more difficult, costly or time consuming than expected, and the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

 

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The combined company expects to incur substantial expenses related to the mergers.

The combined company expects to incur substantial expenses in connection with consummation of the mergers and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies, particularly given the potentially transformational nature of the transaction for Enova. The success of the mergers will depend on, among other things, the combined company’s ability to combine the businesses of Enova and Grasshopper. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected. In addition, the anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses, including potential duplication of business or personnel within the combined company’s bank subsidiary and its other business units. See the risk factor entitled “—Enova believes that the mergers could potentially be transformational, which will result in significant risk related to the integration of the businesses of each company.”

Although Enova and Grasshopper have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the mergers could, particularly in the near term, exceed the anticipated benefits that the combined company expects to achieve from the combination of the businesses following the consummation of the mergers. As a result of these expenses, both Enova and Grasshopper expect to take charges against their earnings before and after the completion of the mergers. The charges taken in connection with the mergers are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present. There can be no assurance that the anticipated benefits related to the integration of the businesses will be realized to offset these transaction and integration expenses over time.

The combined company may not be able to maintain its deposit base.

Following the consummation of the mergers, the combined company intends to rely on deposits as a principal source of funding for its lending activities. The combined company’s future growth and strategy will largely depend on its ability to maintain core deposits to provide a less costly and stable source of funding. The deposit markets are competitive, and therefore it may prove difficult to grow the combined company’s core deposit base. Changes that the combined company makes to the rates offered on its deposit products may affect its finances and liquidity. In addition, the combined company’s ability to maintain existing or obtain additional deposits may be impacted by a number of factors, some of which may be beyond the combined company’s control, including perceptions about its reputation, financial strength or branchless banking generally, which could reduce the number of consumers choosing to place deposits with the combined company.

The combined company’s ability to obtain deposit funding and offer competitive interest rates on deposits will also be dependent on capital levels of the combined company’s bank subsidiary and being considered “well-capitalized” by the banking regulators. The combined company’s regulators can adjust the requirements to be “well-capitalized” at any time and have authority to place limitations on the combined company’s deposit businesses, including the interest rate it pays on deposits. An inability to develop and maintain a strong deposit base could have an adverse impact on the combined company’s business, financial condition and results of operations.

The market price of the common stock of the combined company after the merger may be affected by factors different from those currently affecting the shares of Enova common stock.

Upon the completion of the merger, Enova stockholders and Grasshopper stockholders will become stockholders of the combined company. Enova’s business fundamentally differs from that of Grasshopper, and, accordingly, the results of operations of the combined company and the market price of the combined company’s

 

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shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Grasshopper and Enova. For a discussion of the businesses of Enova and Grasshopper, please see the section entitled “Information About the Companies” and, with regard to Enova, the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

Holders of Enova and Grasshopper common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of Enova and Grasshopper common stock currently have the right to vote for the election of the directors and on other matters affecting Enova and Grasshopper, respectively. Upon the completion of the merger, each Grasshopper stockholder will become a stockholder of Enova with a percentage ownership of Enova common stock that is smaller than such stockholder’s percentage ownership of Grasshopper common stock. Following completion of the merger, it is currently expected that existing Enova stockholders as a group will own approximately 94.7% of the combined company’s common stock and former holders of Grasshopper common stock as a group will own approximately 5.3% of the combined company’s common stock and as a result, holders of Enova and Grasshopper common stock will have less influence on the management and policies of the combined company than they now have on the management and policies of Enova or Grasshopper, as applicable.

 

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THE GRASSHOPPER SPECIAL MEETING

This section contains information for Grasshopper stockholders about the Grasshopper special meeting. Grasshopper is mailing this proxy statement/prospectus to you, as a Grasshopper stockholder, on or about [ ], 202[ ]. This proxy statement/prospectus is also being delivered to Grasshopper stockholders as Enova’s prospectus for its offering of Enova common stock in connection with the merger. This proxy statement/prospectus is accompanied by a notice of the Grasshopper special meeting and a proxy card that the Grasshopper board of directors is soliciting for use at the Grasshopper special meeting and at any adjournments or postponements of the Grasshopper special meeting. References to “you” and “your” in this section are to Grasshopper stockholders.

Date, Time and Place of the Grasshopper special meeting

Grasshopper will hold the Grasshopper special meeting at [ ], commencing at [ ], Eastern Time, on [ ], 2026. On or about [ ], 2026, Grasshopper commenced mailing this proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Grasshopper special meeting.

Purpose of the Grasshopper special meeting

At the Grasshopper special meeting, Grasshopper voting common stockholders will be asked to consider and vote on the following matters:

 

•

The merger proposal; and

 

•

The adjournment proposal, if necessary or appropriate.

Recommendation of the Grasshopper Board of Directors

The Grasshopper board of directors approved the merger agreement and recommends that the stockholders of Grasshopper vote “FOR” the merger proposal and “FOR” the adjournment proposal. Please see the section entitled “The Mergers—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors” for a more detailed discussion of the factors considered by the Grasshopper board of directors in reaching its decision to approve the merger agreement. On account of his conflicting interest, Mr. Butler abstained from the Grasshopper board of directors’ vote and recommendation with respect to the merger proposal.

Completion of the mergers is conditioned upon the approval of the merger proposal, but is not conditioned upon the approval of the adjournment proposal, if necessary or appropriate.

Record Date and Quorum

Grasshopper has fixed the close of business on [ ], 2025 as the Grasshopper record date for the Grasshopper special meeting. Only holders of record of voting common stock of Grasshopper at the close of business on that date are entitled to notice of, and to vote at, the Grasshopper special meeting or any adjournment or postponement of the Grasshopper special meeting. As of the close of business on the Grasshopper record date, there were [ ] shares of Grasshopper common stock outstanding and entitled to notice of, and to vote at, the Grasshopper special meeting, held by approximately [ ] stockholders of record. Each holder of shares of Grasshopper voting common stock outstanding on the Grasshopper record date will be entitled to one vote for each share held of record.

The presence at the Grasshopper special meeting, in person or by proxy (after giving effect to the provisions of Article FOURTH of the Grasshopper charter), of a majority of the shares of Grasshopper common stock entitled to vote at the Grasshopper special meeting as of the close of business on the Grasshopper record date will

 

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constitute a quorum for purposes of the Grasshopper special meeting. For further information, please see the section entitled “Comparison of Stockholders’ Rights.” All shares of Grasshopper common stock entitled to vote and present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Grasshopper special meeting. Broker non-votes, if any, will not be included in determining whether a quorum exists.

If a quorum is not present at the Grasshopper special meeting, Grasshopper is required pursuant to the Merger Agreement to postpone or move to adjourn the Grasshopper special meeting, no more than two times, until the holders of the number of shares of Grasshopper common stock required to constitute a quorum attend. If additional votes must be solicited in order for Grasshopper stockholders to approve the merger proposal and the adjournment proposal is approved, the Grasshopper special meeting will be adjourned to solicit additional proxies.

Vote Required; Treatment of Abstentions and Failure to Vote

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Grasshopper common stock entitled to vote thereon. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Grasshopper common stock in person or by proxy at the Grasshopper special meeting and entitled to vote thereon.

With respect to the merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal.

With respect to the adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

Shares Held by Directors and Executive Officers

As of the close of business on the Grasshopper record date, there were [  ] shares of Grasshopper common stock outstanding and entitled to notice of, and to vote at, the Grasshopper special meeting. As of the close of business on Grasshopper record date, the directors and executive officers of Grasshopper and their affiliates beneficially owned and were entitled to vote approximately [ ] shares of Grasshopper common stock, representing approximately [ ]% of the shares of Grasshopper common stock entitled to vote at the Grasshopper special meeting on that date. Grasshopper currently expects that each of its directors and executive officers will vote his or her shares of Grasshopper common stock in favor of the merger proposal and the adjournment proposal. In connection with entering into the merger agreement, each member of the Grasshopper board of directors and all executive officers of Grasshopper, in their capacities as stockholders of Grasshopper, have entered into the voting agreements. The voting agreements require, among other things, that the stockholder party thereto vote all of his or her shares of Grasshopper common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to transfer any of his or her shares of Grasshopper common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

 

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Voting of Proxies; Incomplete Proxies

A holder of voting common stock of Grasshopper may vote by proxy or in person at the Grasshopper special meeting. If you hold your shares of Grasshopper voting common stock in your name as a stockholder of record, to submit a proxy, you, as a Grasshopper voting common stockholder, may use one of the following methods:

 

•

through the internet by visiting [  ] and following the instructions, using the control number provided on your proxy card;

 

•

by telephone by calling [  ] and following the recorded instructions, using the control number provided on your proxy card; or

 

•

by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States.

When a properly executed proxy card is returned, the shares of Grasshopper common stock represented by it will be voted at the Grasshopper special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote on a proposal, the shares of Grasshopper common stock represented by the proxy card will be voted as recommended by the Grasshopper board of directors.

The deadline for voting by telephone or through the internet as a Grasshopper voting common stockholder of record is [  ], Eastern Time, on [  ], 2026. For Grasshopper stockholders whose shares are registered in the name of a bank, broker or other nominee, please consult the voting instructions provided by your bank, broker or other nominee for information about the deadline for voting by telephone or through the internet.

If a Grasshopper stockholder’s shares of voting common stock of Grasshopper are held in “street name” by a bank, broker or other nominee, Grasshopper stockholder should check the voter instruction form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to Grasshopper or by voting through participation at the Grasshopper special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Every Grasshopper stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Grasshopper special meeting. Sending in your proxy card will not prevent you from voting your shares at the Grasshopper special meeting.

Shares Held in “Street Name”

If your shares of voting common stock of Grasshopper are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Banks, brokers and other nominees who hold shares of Grasshopper common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. Grasshopper expects that all proposals to be voted on at the Grasshopper special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of Grasshopper voting common stock in “street name,” such entity will vote your shares of Grasshopper voting common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

 

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Revocability of Proxies and Changes to a Grasshopper Stockholder’s Vote

If you hold stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to Grasshopper’s corporate secretary, (3) attending the Grasshopper special meeting in person and asking to withdraw the proxy prior to its use for any purpose, or (4) voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline). If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the Grasshopper special meeting.

Any Grasshopper stockholder entitled to vote in person at the Grasshopper special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying Grasshopper’s corporate secretary) of a stockholder at the Grasshopper special meeting will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy card should be addressed to:

Grasshopper Bancorp, Inc.

261 5th Avenue, Suite 610

New York, New York 10016

Attention: Corporate Secretary

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Solicitation of Proxies

Grasshopper is soliciting proxies from its stockholders in conjunction with the merger. Grasshopper will bear the entire cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, Grasshopper will request that banks, brokers and other record holders send proxies and proxy material to the owners of Grasshopper common stock and secure their voting instructions. Grasshopper will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, Grasshopper may use its directors, officers or employees, who will not be specially compensated, to solicit proxies from Grasshopper stockholders, either personally or by telephone, facsimile, letter or electronic means.

Attending the Grasshopper Special Meeting

All Grasshopper stockholders as of the close of business on the Grasshopper record date, or their duly appointed proxies, may attend the Grasshopper special meeting. Only Grasshopper voting common stockholders of record, or those holding shares of Grasshopper voting common stock in street name who have a legal proxy to vote their shares, will be permitted to attend the Grasshopper special meeting. Registration will begin at [ ], Eastern Time.

We encourage you to register your vote through the internet or by telephone whenever possible. When a stockholder submits a proxy through the internet or by telephone, his or her proxy is recorded immediately. If you attend the Grasshopper special meeting, you may also submit your vote in person. Any votes that you previously submitted, whether through the internet, by telephone or by mail—will be superseded by any vote that you cast at the Grasshopper special meeting.

If you are not a Grasshopper stockholder of record or if you hold shares of Grasshopper in “street name” through a bank, broker or other nominee, please bring a letter from the record holder of your shares confirming your beneficial ownership and a valid photo identification in order to be admitted to the meeting. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or

 

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other nominee through which you beneficially own Grasshopper common stock. Grasshopper reserves the right to refuse admittance to anyone without proper proof of share ownership and without valid photo identification.

The use of cameras, sound recording equipment, communications devices or any similar equipment during the Grasshopper special meeting is prohibited without the express written consent of Grasshopper.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to Grasshopper stockholders residing at the same address, unless such stockholders have notified Grasshopper of their desire to receive multiple copies of this proxy statement/prospectus.

Grasshopper will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Grasshopper’s corporate secretary, Michael Lenahan, by calling (917) 830-2100, or via email to [email protected].

Assistance

If you need assistance in completing your proxy card, have questions regarding the Grasshopper special meeting, or would like additional copies of this proxy statement/prospectus, please contact Grasshopper’s corporate secretary, Michael Lenahan, by calling (917) 830-2100, or via email to [email protected].

 

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THE GRASSHOPPER PROPOSALS

Proposal 1: Merger Proposal

Grasshopper is asking its stockholders to adopt the merger agreement and the transactions contemplated thereby, including the mergers. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” Grasshopper stockholders should read this proxy statement/prospectus, including any documents incorporated in this proxy statement/prospectus by reference, and its annexes carefully and in its entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

As discussed in the section entitled “The Mergers—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors,” after careful consideration, the Grasshopper board of directors approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the mergers, to be advisable and in the best interest of Grasshopper and Grasshopper stockholders.

Required Vote

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Grasshopper common stock entitled to vote thereon. If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal.

The Grasshopper board of directors recommends that Grasshopper stockholders vote “FOR” the merger proposal.

Proposal 2: Adjournment Proposal

Grasshopper is asking its stockholders to approve the adjournment of the Grasshopper special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the merger proposal if there are insufficient votes at the time of such adjournment to approve the merger proposal.

If, at the Grasshopper special meeting, there is an insufficient number of shares of Grasshopper common stock present in person or represented by proxy to constitute a quorum, Grasshopper is required pursuant to the merger agreement to postpone or to move to adjourn the Grasshopper special meeting, no more than two times, until the holders of the number of shares of Grasshopper common stock required to constitute a quorum attend. If, at the Grasshopper special meeting, there is an insufficient number of shares of Grasshopper common stock voting in favor of the merger proposal, Grasshopper is required pursuant to the merger agreement to move to adjourn the Grasshopper special meeting in order to enable the Grasshopper board of directors to solicit additional proxies for approval of the merger proposal. If Grasshopper stockholders approve the adjournment proposal, Grasshopper may adjourn the Grasshopper special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Grasshopper stockholders who have previously voted. If the date of the adjournment is not announced at the Grasshopper special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Required Vote

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast by holders of Grasshopper common stock in person or by proxy at the Grasshopper special meeting and entitled to

 

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vote thereon. With respect to the adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Grasshopper special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

The Grasshopper board of directors recommends that Grasshopper stockholders vote “FOR” the adjournment proposal.

Other Matters to Come Before the Grasshopper special meeting

As of the date of this proxy statement/prospectus, the Grasshopper board of directors is not aware of any matters that will be presented for consideration at the Grasshopper special meeting other than as described in this proxy statement/prospectus. If, however, the Grasshopper board of directors properly brings any other matters before the Grasshopper special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Grasshopper board of directors on any such matter (unless the Grasshopper stockholder checks the box on the proxy card to withhold discretionary voting authority).

 

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INFORMATION ABOUT THE COMPANIES

Enova International, Inc.

175 West Jackson Blvd.

Chicago, Illinois 60604

(312) 568-4200

Enova is a leading technology and analytics company focused on providing online financial services. In 2024, Enova extended approximately $6.1 billion in credit or financing to borrowers and for the nine months ended September 30, 2025, Enova extended approximately $5.5 billion in credit or financing to borrowers. As of September 30, 2025, Enova offered or arranged loans or draws on lines of credit to consumers in 36 states in the United States and Brazil. Enova also offered or arranged financing to small businesses in 49 states and Washington D.C. in the United States. Enova uses its proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing Enova to offer consumers and small businesses credit or financing when and how they want it. Enova’s customers include the large and growing number of consumers and small businesses that have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. Enova was an early entrant into online lending, launching its online business in 2004, and through September 30, 2025, Enova has completed approximately 68.2 million customer transactions and collected more than 85 terabytes of currently accessible customer behavior data since launch, allowing Enova to better analyze and underwrite its specific customer base. Enova has significantly diversified its business over the past several years, having expanded the markets it serves and the financing products it offers. These financing products include installment loans and line of credit accounts.

Enova common stock is traded on the NYSE under the symbol “ENVA.”

Additional information about Enova may be found in the documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Grasshopper Bancorp, Inc.

261 5th Avenue, Suite 610

New York, New York 10016

(917) 830-2100

Grasshopper is the parent bank holding company for Grasshopper Bank. With total assets of approximately $1.4 billion as of September 30, 2025, Grasshopper Bank is a client-first, full service digital bank. Grasshopper Bank replaces the traditional one-size-fits-all approach to banking with a suite of products and services tailored to specific industries and a passionate team of experts with deep expertise in their fields. Grasshopper Bank’s banking solutions cover small businesses, startups, venture capital and private equity firms, fintech-focused Banking-as-a-Service (BaaS) and commercial API banking platforms, SBA lending, commercial real estate lending, yacht lending, and white-labeled consumer banking. Grasshopper Bank is a member of the Federal Deposit Insurance Corporation and is an Equal Housing/Equal Opportunity Lender.

Grasshopper does not have a class of securities registered under Section 12 of the Exchange Act, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and, accordingly, does not file documents or reports with the SEC.

 

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THE MERGERS

The following discussion contains material information regarding the mergers. The discussion is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. This discussion does not purport to be complete and may not contain all of the information about the merger that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement, for a more complete understanding of the mergers.

Terms of the Merger

The Enova board of directors and the Grasshopper board of directors each approved the merger agreement, and the transactions contemplated thereby. The merger agreement provides that, among other things, (1) Grasshopper will merge with and into Enova, with Enova continuing as the surviving corporation in the merger, and (2) immediately following the merger, Interim Bank will merge with and into Grasshopper Bank, with Grasshopper Bank continuing as the surviving bank in the bank merger.

If the merger is completed, each share of Grasshopper common stock, excluding certain specified shares owned by Enova or Grasshopper and shares held by stockholders who properly exercise appraisal rights, that is issued and outstanding immediately prior to the completion of the merger, will be converted into the right to receive the per share merger consideration of (1) stock consideration consisting of the exchange ratio of approximately 0.038185 of a share of Enova common stock, with cash paid in lieu of fractional shares and (2) cash consideration consisting of $4.845. The per share merger consideration is subject to adjustment pursuant to the terms of the merger agreement such that the merger consideration to Grasshopper stockholders remains no higher than approximately $350 million in the aggregate, excluding cash paid for Grasshopper options and Grasshopper warrants.

Enova will not issue any fractional shares of Enova common stock in the merger. Instead, a Grasshopper stockholder who would otherwise be entitled to receive a fraction of a share of Enova common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (1) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Enova common stock that such holder would otherwise be entitled to receive by (2) the average closing price.

Grasshopper voting common stockholders are being asked to adopt the merger agreement. Please see the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the mergers, including information about the conditions to consummation of the mergers and the provisions for terminating or amending the merger agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the Grasshopper board of directors, any committee of the Grasshopper board of directors or the representatives of Grasshopper and other parties.

The Grasshopper board of directors and management team periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities as part of Grasshopper’s long-term strategy to enhance value for its stockholders, including potential acquisitions, divestitures, business combinations and other strategic transactions compared to the benefits and risks of executing Grasshopper’s standalone business plan. Members of the Grasshopper management team and the Grasshopper board of directors from time to time have met or otherwise communicated informally and independently with representatives of other financial services

 

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companies and investors regarding, among other things, prospects and developments in the banking industry, financial markets, the bank regulatory environment, the economy generally and the implications of the foregoing for financial institutions generally and for Grasshopper in particular.

Following an introductory call with representatives of Enova’s financial advisor, Keefe, Bruyette & Woods, which we refer to as KBW, on August 16, 2024, members of Grasshopper’s management team, including Michael Butler, Grasshopper’s chief executive officer, met telephonically with representatives of Enova, including Kirk Chartier, Enova’s chief strategy officer, and representatives of KBW. The purpose of this meeting was to introduce the Enova and Grasshopper management teams. During this meeting Mr. Chartier indicated that Enova was interested in obtaining a bank and was in the early stages of exploring potential acquisitions. Mr. Butler noted that Grasshopper was open to considering a potential business combination, but the parties did not discuss the terms of any such transaction.

On August 20, 2024, members of Grasshopper’s management team, including Mr. Butler, and members of Enova’s management team, including Mr. Chartier, met telephonically. During this meeting the parties provided an overview of their respective companies and management teams. The terms of a potential transaction were not discussed at this meeting. Subsequent to that meeting, Enova was made aware that an investor in Grasshopper, Patriot Financial Partners, which we refer to as Patriot, had investments in other banks that might be of interest to Enova. On September 3, 2024, Enova and Patriot executed a confidentiality agreement to further discuss such opportunities.

As a part of its business strategy and objectives, Grasshopper has actively pursued acquisitions, and on October 8, 2024, Grasshopper entered into a definitive agreement and plan of merger with The Auto Club Group and certain of its affiliates to acquire Auto Club Trust, FSB, which we refer to as Auto Club Trust.

On January 27, 2025, during the Bank Director Acquire or Be Acquired Conference, which we refer to as AOBA, at the request of Enova, Mr. Butler and Mike Lenahan, Grasshopper’s chief financial officer, met with Mr. Chartier and Alex Wildes, Enova’s manager of strategic initiatives. During this meeting, Mr. Chartier informed Mr. Butler that Enova was prepared to move forward with the acquisition of a bank and was evaluating potential partners. The parties also discussed Grasshopper’s previously announced and pending acquisition of Auto Club Trust.

Also on January 27, 2025, during AOBA, Christopher Tremont, Grasshopper’s chief digital officer, met with representatives of a publicly traded financial holding company, which we refer to as Company A. During the meeting, the representatives of Company A indicated to Mr. Tremont that Company A was exploring a digital strategy and, as a result, was looking at potential acquisition targets.

In February and March 2025, Mr. Tremont had several telephone calls and email communications with representatives of Company A regarding Grasshopper’s operations and Company A’s desire to implement a digital strategy.

On March 7, 2025, Mr. Butler spoke by telephone with Company A’s chief executive officer. During the call, the parties discussed Company A’s potential interest in a business combination transaction.

On April 1, 2025, Grasshopper completed its acquisition of Auto Club Trust.

On June 4, 2025, a representative of Company A contacted Mr. Tremont by email to request a meeting to discuss a potential transaction and, on June 11, 2025, Messrs. Butler and Tremont met telephonically with representatives of Company A, including Company A’s chief executive officer. During this meeting, Company A’s chief executive officer expressed Company A’s interest in exploring a potential transaction with Grasshopper and requested access to diligence materials.

 

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On June 23, 2025, Grasshopper and Company A entered into a confidentiality agreement to support further discussion. The confidentiality agreement contained customary terms regarding the maintenance of confidential information provided by or on behalf of Grasshopper, but did not contain any exclusivity or standstill provisions.

Also on June 23, 2025, Company A received access to diligence materials and during the month of July 2025, it conducted a due diligence review of Grasshopper based on diligence materials prepared by Grasshopper in contemplation of a potential strategic transaction.

On June 24, 2025, Mr. Butler met in person with a representative of a foreign digital bank, which we refer to as Company B, following an introductory call with one of Company B’s advisors. During this meeting, the parties discussed potential transactions between Grasshopper and Company B, including a potential partnership as well as a potential business combination transaction.

On June 30, 2025, Messrs. Butler and Tremont met telephonically with representatives of Company A, including Company A’s chief executive officer, to discuss Grasshopper’s operations and other diligence matters.

On July 24, 2025, a representative of Enova contacted Mr. Butler by email to request a meeting to discuss a potential transaction and, on July 28, 2025, Mr. Butler met telephonically with Mr. Chartier. During this meeting, Mr. Chartier expressed Enova’s continued interest in a potential transaction with Grasshopper and requested access to diligence materials.

On July 29, 2025, Grasshopper and Enova entered into a confidentiality agreement to support further discussion. The confidentiality agreement contained customary terms regarding the maintenance of confidential information provided by or on behalf of Grasshopper, but did not contain any exclusivity or standstill provisions. Thereafter, representatives of Enova delivered a preliminary due diligence request list to Grasshopper, began to receive access to diligence materials on July 30, 2025 and began conducting a due diligence review of Grasshopper based on diligence materials prepared by Grasshopper in contemplation of a potential strategic transaction. The diligence materials provided were the same as those provided to Company A.

Also on July 29, 2025, a representative of Company B contacted Mr. Butler by email and informed him that Company B was interested in further exploring a potential transaction with Grasshopper and was interested in entering into a confidentiality agreement in order to receive diligence materials.

In late July 2025, Kirk Wycoff, the chairman of the Grasshopper board of directors, met with Steve Cunningham, Enova’s chief financial officer. During this meeting, Messrs. Wycoff and Cunningham discussed a potential business combination transaction and related social and governance issues.

On August 5, 2025, Grasshopper and Company B entered into a confidentiality agreement to support further discussion and due diligence reviews by the parties. The confidentiality agreement contained customary terms regarding the maintenance of confidential information provided by or on behalf of Grasshopper, but did not contain any exclusivity or standstill provisions. Thereafter, representatives of Company B received access to diligence materials on August 5, 2025 and began conducting a due diligence review of Grasshopper. The diligence materials provided to Company B were the same as those provided to Enova and Company A.

Also on August 5, 2025, members of Grasshopper’s management team met telephonically with representatives of KBW. During this meeting, the parties discussed Grasshopper’s business plan for 2026 as well as Grasshopper’s current operations.

On August 6, 2025, Mr. Butler met telephonically with a representative of Company B to discuss the diligence materials that had been provided as well as the process for a potential transaction.

 

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On August 7, 2025, Mr. Butler met telephonically with a representative from KBW. During this meeting, the parties discussed valuation and Mr. Butler informed the representative of KBW that Grasshopper’s board of directors and management believed a price of at least $9.50 per share of Grasshopper common stock was an appropriate price for the acquisition of Grasshopper based on a valuation analysis completed in May 2025 by a third party advisor previously engaged by Grasshopper.

In early August 2025, Mr. Butler met telephonically with the chief executive officer of a private banking firm, which we refer to as Company C. Prior to this meeting, Grasshopper and Company C had a commercial relationship and, following a change in leadership at Company C, Mr. Wycoff suggested Grasshopper management contact Company C regarding a potential transaction. During this meeting, the parties discussed Company C’s current operations and plans given Company C’s recent change in leadership.

On August 12, 2025, Grasshopper and Company C entered into a confidentiality agreement to support discussions regarding the potential acquisition of Company C by Grasshopper. The confidentiality agreement contained customary terms regarding the maintenance of confidential information provided by or on behalf of either party, but did not contain any standstill provisions. Thereafter, representatives of Grasshopper received access to diligence materials on August 16, 2025 and began conducting a due diligence review of Company C.

On August 13, 2025, at the request of Enova, Messrs. Butler, Tremont and Lenahan met in person with Messrs. Cunningham, Chartier and Wildes and Sean Rahilly, Enova’s general counsel, at Enova’s office in Chicago. During this meeting, the Grasshopper management team provided an overview of Grasshopper’s operations, results and digital platform. In addition, Mr. Butler confirmed to the Enova management team that at least $9.50 per share of Grasshopper common stock was the price at which the Grasshopper board of directors was willing to negotiate entering into a transaction.

Also on August 13, 2025, Company B delivered to Mr. Butler Company B’s non-binding indication of interest for a potential transaction with Grasshopper. Company B’s proposal provided for (i) a banking alliance pursuant to which Grasshopper Bank would provide consumer banking products and services in the United States through digital and online channels under the Company B brand and (ii) an equity investment by Company B of 24.9% of the total equity of Grasshopper at a per share price based on a valuation of Grasshopper equal to between 1.1x and 1.5x Grasshopper’s tangible book value.

On August 14, 2025, members of Grasshopper’s management team met telephonically with representatives of Company A. During this meeting, Grasshopper’s management team responded to Company A’s diligence questions and requests.

Also on August 14, 2025, Mr. Butler provided Mr. Wycoff the Company B indication of interest as well as an update on the August 13, 2025 meeting with Enova.

On August 15, 2025, Mr. Butler met telephonically with Mr. Wycoff and provided an update on the status of Grasshopper’s discussions with and due diligence review of Company C.

On August 17, 2025, Mr. Chartier communicated by email with Mr. Butler and informed Mr. Butler that Enova remained interested in a potential transaction with Grasshopper and would be submitting a proposal soon.

On August 19, 2025, Mr. Butler met telephonically with representatives of Company A. During this meeting, the representatives of Company A confirmed Company A’s interest in a potential transaction with Grasshopper.

On August 20, 2025, the executive committee of the Grasshopper board of directors, which we refer to as the Grasshopper executive committee, held a telephonic meeting, at which members of Grasshopper management were present. Mr. Butler updated the Grasshopper executive committee on the status of discussions with Enova, Company A and Company B as well as Grasshopper’s review of a potential transaction with Company C.

 

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Following Mr. Butler’s update, the Grasshopper executive committee discussed the potential transactions and reviewed Company B’s indication of interest. Following this discussion, the Grasshopper executive committee determined that Company B’s proposal for a banking partnership and equity investment was not a viable transaction for Grasshopper because of the operational and regulatory complexities involved with a foreign bank acquiring a 24.9% interest in Grasshopper and operating certain of Grasshopper’s digital and online platforms. Following this discussion, the Grasshopper executive committee authorized Mr. Butler to continue discussions and negotiations with Enova and Company A and to continue the review of a potential transaction with Company C.

On August 21, 2025, members of Grasshopper’s management team met telephonically with representatives of Company B. During this meeting, Grasshopper management informed the Company B representatives that a partnership and 24.9% equity investment by Company B was not a desirable transaction for Grasshopper compared to a whole bank acquisition and, as a result, Grasshopper was ending discussions regarding a potential transaction.

On August 26, 2025, Messrs. Butler, Tremont and Lenahan met telephonically with representatives of Company A. During this meeting, Messrs. Butler, Tremont and Lenahan responded to Company A’s questions regarding Grasshopper’s digital platform and Banking-as-a-Service, which we refer to as BaaS, business.

On September 2, 2025, Messrs. Butler, Tremont and Lenahan met in person with representatives of Company A. During this meeting, representatives of Company A informed the Grasshopper management team that Company A was working on its model for a potential transaction with Grasshopper and thought any such transaction would be a good cultural fit. However, representatives of Company A indicated that a potential transaction with Grasshopper was a different type of acquisition than those transactions that Company A had completed previously and that Company A was having difficulty supporting a valuation of Grasshopper of at least $9.00 per share of Grasshopper common stock. Following this meeting, while discussions were not formally terminated, Grasshopper received no further communications from Company A.

On September 3, 2025, Mr. Butler spoke by telephone with Mr. Wycoff and provided Mr. Wycoff with an update on the status of Grasshopper’s potential transactions with Enova and Company A and potential acquisition of Company C. During this meeting, Messrs. Butler and Wycoff also discussed concerns regarding a potential acquisition of Company C. In particular, management of Grasshopper believed that the potential acquisition of Company C was not a strategic fit for Grasshopper, would require a sizeable capital raise by Grasshopper and would distract Grasshopper management from Grasshopper’s organic business plan. Following this meeting, Grasshopper had no further discussions with Company C.

Also on September 3, 2025, Mr. Butler met telephonically with Mr. Chartier. Mr. Chartier informed Mr. Butler that Enova remained interested in a potential transaction with Grasshopper and was continuing its diligence on Grasshopper.

On September 8, 2025, Mr. Butler met with representatives of Company B to discuss potential future opportunities between the two companies. During the meeting, the representatives of Company B informed Mr. Butler that they understood a 24.9% equity investment and banking partnership was not a viable transaction for Grasshopper but they were still interested in a business relationship with Grasshopper and wanted to pursue a BaaS relationship.

On September 8, 2025, Mr. Butler spoke by telephone with Mr. Chartier. Mr. Chartier informed Mr. Butler that Enova was finalizing its letter of intent for a transaction with Grasshopper. Mr. Butler then updated Mr. Chartier on the status of Grasshopper’s integration of Auto Club Trust and the conversion of Auto Club Trust’s data processing systems.

On September 14, 2025, a representative of Company B communicated by email with Mr. Butler to request additional time to prepare its proposal for a BaaS relationship with Grasshopper. Company B’s request was granted, however, ultimately, Company B did not submit any such proposal.

 

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On September 16, 2025, Mr. Butler met with Mr. Cunningham. During this meeting, Messrs. Butler and Cunningham discussed what remained outstanding in order for Enova to submit a letter of intent for a transaction with Grasshopper, including aligning on strategic opportunities for the combined company and the cultural fit of the two companies.

On September 17, 2025, the Grasshopper board of directors held a virtual meeting at which members of Grasshopper management were present. During this meeting, Mr. Butler updated the Grasshopper board of directors of the status of discussions with Enova, Company A and Company B. The Grasshopper board of directors then discussed the options available to Grasshopper given Company A ceased communications regarding a potential transaction and Company B was no longer proposing an equity investment and had shifted to a BaaS transaction. Following this discussion, the Grasshopper board of directors authorized Grasshopper management to continue to engage with Enova with respect to a potential transaction.

On September 19, 2025, Enova delivered to Grasshopper a non-binding proposal for the acquisition of Grasshopper. Enova’s proposal provided for the acquisition of all of the issued and outstanding capital stock of Grasshopper at a price of between $7.76 and $8.54 per share of Grasshopper common stock comprised of between approximately 29% and 35% cash consideration and between approximately 71% and 65% stock consideration with an exchange ratio to be described in more detail in the definitive agreement for the transaction as well as a to be determined reverse termination fee payable by Enova in certain instances.

On September 22, 2025, Mr. Butler informed Mr. Wycoff of the receipt of Enova’s proposal.

During the week of September 22, 2025, Grasshopper engaged Squire Patton Boggs (US) LLP, which we refer to as Squire Patton Boggs, and Hogan Lovells US LLP, which we refer to as Hogan Lovells, to represent Grasshopper in connection with a potential transaction with Enova. Both Squire Patton Boggs and Hogan Lovells had represented Grasshopper for a number of years prior to this engagement.

On September 26, 2025, representatives of Enova, including Messrs. Cunningham, Chartier, Wildes and Rahilly, and representatives of KBW met telephonically with representatives of Grasshopper, including Mr. Wycoff. During this meeting, the parties discussed regulatory and operational due diligence matters. In addition, Mr. Wycoff informed the KBW representatives that Grasshopper believed that Enova’s September 19, 2025 proposal undervalued Grasshopper and reiterated Grasshopper’s preferred price of at least $9.50 per share of Grasshopper common stock.

On October 9, 2025, Enova delivered to Grasshopper a revised non-binding proposal for the acquisition of Grasshopper. Enova’s revised proposal provided for the acquisition of all of the issued and outstanding capital stock of Grasshopper at a price of $9.50 per share of Grasshopper common stock comprised of 50% cash consideration and 50% stock consideration with a fixed exchange ratio based on Enova’s weighted average price per share for the 30 trading days immediately prior to signing the definitive agreement as well as the reverse termination fee construct from Enova’s September 19, 2025 proposal.

On October 10, 2025, Mr. Butler communicated by email with the Grasshopper executive committee regarding Enova’s proposal.

Also on October 10, 2025, Messrs. Butler and Wycoff met telephonically with representatives of KBW. During this meeting, the parties discussed Enova’s October 9, 2025 proposal, including the correct number of shares of Grasshopper common stock used to determine the per share purchase price in Enova’s October 9, 2025 proposal because the per share purchase price had been calculated using a number of shares of Grasshopper common stock greater than the actual number of outstanding shares.

On October 14, 2025, representatives of Enova, including Messrs. Cunningham, Chartier, Wildes and Rahilly and representatives of KBW met telephonically with representatives of Grasshopper, including Messrs. Butler and Wycoff, to discuss Enova’s October 9, 2025 proposal, and subsequently Grasshopper delivered

 

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comments to such proposal to KBW, which included revising the method of determination of the fixed exchange ratio for purposes of the stock consideration as well as a $5 million reverse termination fee payable by Enova in certain instances.

On October 16, 2025, Enova delivered a revised non-binding proposal, including an exclusivity agreement, for the acquisition of Grasshopper at a price of $9.50 per share of Grasshopper common stock, comprised of 50% cash consideration and 50% stock consideration with a fixed exchange ratio based on Enova’s weighted average price per share for the 30 trading days immediately prior to signing the definitive agreement as well as a $5 million reverse termination fee payable by Enova in certain instances.

On October 17, 2025, the Grasshopper executive committee met telephonically. During this meeting, Mr. Butler provided the Grasshopper executive committee with an update on Enova’s revised proposal, noting that Enova agreed to a $9.50 per share of Grasshopper common stock purchase price. Following this update, the Grasshopper executive committee discussed the proposal and then authorized Grasshopper management to negotiate definitive agreements and sign an exclusivity arrangement based on Enova’s proposal.

On October 17, 2025, Grasshopper executed such proposal and both Grasshopper and Enova executed the exclusivity agreement through December 6, 2025.

On October 20, 2025, representatives of Grasshopper, including Messrs. Butler, Lenahan and Tremont, and representatives of Squire Patton Boggs met telephonically with representatives of Enova, including Messrs. Cunningham, Chartier, Wildes and Rahilly, representatives of KBW and representatives of Enova’s legal counsel, Covington & Burling, to discuss the transaction process and the drafting responsibilities and timing for the preparation of an initial draft of a definitive merger agreement.

On October 24, 2025, the Grasshopper board of directors held a telephonic meeting, at which members of management were present. Mr. Butler updated the Grasshopper board of directors on the negotiations with Enova and the agreed upon terms of the transaction set forth in Enova’s October 16, 2025 non-binding letter of intent. Following this update, the Grasshopper board of directors discussed the terms of Enova’s proposal and an initial timeline for the proposed transaction through the execution of the definitive merger agreement. The Grasshopper board of directors then authorized Grasshopper’s management to negotiate the definitive merger agreement.

Also on October 24, 2025, representatives of Covington & Burling sent an initial draft of the merger agreement to representatives of Squire Patton Boggs which was shared by Squire Patton Boggs with representatives of Hogan Lovells. The initial draft of the merger agreement provided for, among other things, a price of $9.50 per share of Grasshopper common stock, comprised of 50% cash consideration and 50% stock consideration with a fixed exchange ratio based on Enova’s weighted average price per share for the 30 trading days immediately prior to signing the definitive agreement, and a reverse termination fee of $5 million payable by Enova in certain instances. Thereafter, and continuing through December 10, 2025, the parties and their counsel negotiated the terms of the merger agreement, reflecting discussions between the parties regarding transaction terms. In addition, during this time, Grasshopper’s management conducted diligence on Enova, while Enova continued its diligence on Grasshopper.

During the week of October 27, 2025, representatives of Grasshopper held several telephonic meetings with representatives of KBW to discuss diligence matters.

On November 3, 2025, representatives of Covington & Burling sent an initial draft of the form of voting agreement to representatives of Squire Patton Boggs. Thereafter, and continuing through December 10, 2025, the parties and their counsel negotiated the terms of the form of voting agreement, reflecting discussions between the parties regarding transaction terms.

Also on November 3, 2025, representatives of Squire Patton Boggs sent a revised draft of the merger agreement to representatives of Covington & Burling, noting that the 50% cash portion of the merger consideration to be paid in the transaction was subject to review.

 

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On November 5, 2025, the Grasshopper board of directors held a telephonic meeting, at which members of management were present. During this meeting, the Grasshopper board of directors discussed the next steps in negotiating the merger agreement.

On November 7, 2025, representatives of Covington & Burling sent a revised draft of the merger agreement to representatives of Squire Patton Boggs and representatives of Hogan Lovells. The revised draft of the merger agreement provided for, among other things, the amount of cash consideration to be paid in the transaction to be between a floor of 50% of the total merger consideration and cap that was to be determined, with the remaining shares of Grasshopper common stock receiving stock consideration.

On November 11, 2025, representatives of Squire Patton Boggs and representatives of Hogan Lovells met telephonically with representatives of Covington & Burling to discuss open issues in the merger agreement.

Also on November 11, 2025, Grasshopper entered into an engagement letter with Piper Sandler pursuant to which Piper Sandler was engaged by Grasshopper to act as exclusive financial advisor and to act as financial advisor in connection with the proposed merger.

On November 12, 2025, representatives of Squire Patton Boggs sent a revised draft of the merger agreement to representatives of Covington & Burling reflecting the open issues discussed on November 11, 2025.

On November 16, 2025, representatives of Enova, including Messrs. Cunningham, Chartier and Rahilly, met telephonically with representatives of Grasshopper, including Messrs. Butler and Lenahan, to discuss open business issues in the merger agreement, including the portion of cash consideration.

On November 18, 2025, representatives of Enova, including Messrs. Cunningham, Chartier, Wildes and Rahilly and Kevin Medrano, Enova’s senior associate general counsel, and representatives of Covington & Burling met with representatives of Grasshopper, including Messrs. Butler and Lenahan, representatives of Squire Patton Boggs and representatives of Hogan Lovells to discuss open issues in the merger agreement.

On November 20, 2025, representatives of Covington & Burling met telephonically with representatives of Squire Patton Boggs and representatives of Hogan Lovells to discuss open issues in the merger agreement.

On November 21, 2025, representatives of Covington & Burling sent a revised draft of the merger agreement to representatives of Squire Patton Boggs and representatives of Hogan Lovells. The revised draft of the merger agreement provided for, among other things, the amount of cash consideration to be paid in the transaction to be between a floor of 50% of the total merger consideration and a cap of 60%, with the remaining shares of Grasshopper common stock receiving stock consideration.

On November 24, 2025, representatives of Squire Patton Boggs sent a revised draft of the merger agreement to representatives of Covington & Burling.

On November 25, 2025, representatives of Enova, including David Fisher, Enova’s chief executive officer, and Messrs. Cunningham, Chartier, Wildes, Rahilly and Mr. Medrano, representatives of Covington and representatives of KBW met with representatives of Grasshopper, including Messrs. Butler and Lenahan, representatives of Squire Patton Boggs and representatives of Hogan Lovells to discuss open issues in the merger agreement.

On November 26, 2025, representatives of Grasshopper discussed with representatives of KBW the possibility of the merger consideration being comprised of 100% cash consideration.

On December 3, 2025, Mr. Butler met telephonically with Mr. Cunningham to discuss open issues, including the closing conditions in the merger agreement and executive officer retention and compensation matters. During this meeting, Messrs. Butler and Cunningham did not discuss Enova’s retention of Mr. Butler after completion of the merger or any related compensation arrangements.

 

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On December 3, 2025, representatives of Covington & Burling sent Squire Patton Boggs a draft of a letter to extend the exclusivity through December 13, 2025, and on December 5, 2025, Grasshopper and Enova executed such letter.

On December 4, 2025, representatives of Covington & Burling sent a revised draft of the merger agreement and a revised draft of the form of voting agreement to representatives of Squire Patton Boggs and representatives of Hogan Lovells.

Also on December 4, 2025, a representative of Enova sent draft employment offer letters to Messrs. Chapman, Lenahan and Tremont.

On December 6, 2025, Messrs. Wycoff and Butler met telephonically with Messrs. Cunningham and Fisher. During this meeting, the parties discussed open issues, including executive officer retention and compensation matters and the increase in Enova’s share price since Enova’s October 16, 2025 proposal and Grasshopper’s desire for Enova to increase the price per share of Grasshopper common stock in the transaction.

Also on December 6, 2025, representatives of Hogan Lovells sent a draft of the form of settlement agreement to be entered into by each of Messrs. Butler, Chapman, Lenahan and Tremont to representatives of Covington & Burling providing for the payment to such executive officers of certain amounts provided under their current employment agreements.

Between December 6, 2025 and December 10, 2025, representatives of Covington & Burling and representatives of Squire Patton Boggs and Hogan Lovells exchanged various drafts of the merger agreement, the form of voting agreement and settlement agreements and held calls to discuss the terms of such documents.

On December 8, 2025, representatives of Grasshopper, including Messrs. Butler and Lenahan, and representatives of Squire Patton Boggs and Hogan Lovells met telephonically with representatives of Enova, including Messrs. Fisher, Cunningham, Chartier, Wildes, Rahilly and Medrano, representatives of KBW and representatives of Covington & Burling, to discuss certain matters of the merger agreement, including the price per share and the manner to calculate the per share price if at the closing there are more outstanding shares issued and outstanding than as represented by Grasshopper in the merger agreement.

Also on December 8, 2025, the Grasshopper board of directors held a special telephonic meeting, at which members of management and representatives of Piper Sandler and Squire Patton Boggs and Hogan Lovells were in attendance. Representatives of Squire Patton Boggs updated the Grasshopper board of directors on the status of the potential transaction, including the status of due diligence, negotiations and outstanding issues. Representatives of Squire Patton Boggs discussed the fiduciary duties of the Grasshopper board of directors applicable to the transaction. The Grasshopper board of directors and representatives of Piper Sandler engaged in a discussion regarding the financial terms of the potential transaction, the merger consideration, including the mix of cash and stock, and the process and analysis undertaken by Piper Sandler in connection with evaluating the potential transaction. The Grasshopper board of directors also engaged in a discussion regarding Enova’s historical stock price performance, tangible book value and earnings per share. There was a detailed discussion regarding the benefits of the transaction and potential strategic alternatives, including continuing as a standalone company. Representatives of Piper Sandler then presented their financial analysis of the potential transaction to the Grasshopper board of directors. A representative of Squire Patton Boggs provided an overview of the key transaction terms and agreements. Following such discussion, the Grasshopper board of directors directed management, together with representatives Squire Patton Boggs, to continue with the negotiation and finalization of the potential transaction with Enova.

Also on December 8, 2025, representatives of Covington & Burling sent a revised draft of the merger agreement to representatives of Squire Patton Boggs and representatives of Hogan Lovells. The revised draft provided for, among other things, an increased price of $9.64 per share of Grasshopper common stock following feedback from Grasshopper on the call held on December 6, 2025.

 

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Later on December 8, 2025, each of Messrs. Chapman, Tremont and Lenahan met telephonically with Mr. Cunningham to discuss the proposed terms of their respective employment offer letters.

On December 9, 2025, Messrs. Fisher and Cunningham met telephonically with Mr. Wycoff and John Fleming, a member of Grasshopper’s board of directors, to discuss, among other things, a purchase price adjustment and the mechanics for determining the exchange ratio in the merger agreement, and agreed to the increased price of $9.64 per share of Grasshopper common stock proposed in the draft merger agreement provided by Covington & Burling on December 8, 2025.

On December 9, 2025, representatives of Squire Patton Boggs met telephonically with representatives of Covington & Burling and communicated that Grasshopper desired for the merger consideration to be comprised of 50% cash consideration and 50% stock consideration.

Also on December 9, 2025, representatives of Squire Patton Boggs sent a revised draft of the merger agreement to representatives of Covington & Burling including the merger consideration being comprised of 50% cash consideration and 50% stock consideration.

On December 10, 2025, the Enova board of directors held a meeting to consider the terms of the mergers and merger agreement. At the meeting, members of Enova’s management reported on the status of due diligence and negotiations with Enova. Also at the meeting, Enova’s financial advisor reviewed with the Enova board of directors financial aspects of the proposed merger. At the meeting, Covington & Burling reviewed with the Enova board of directors the key terms of the merger agreement and related agreements (including the form of voting agreements, offer letters and settlement agreements), as described elsewhere in this proxy statement/prospectus, including a summary of the plans for seeking regulatory approval for the transactions and the provisions relating to employee matters. After considering the proposed terms of the merger agreement, the terms of the related agreements, and taking into consideration the matters discussed during that meeting and prior meetings of the Enova board of directors, including the factors described under “—Enova’s Reasons for the Merger,” the Enova board of directors initially determined that the merger was consistent with Enova’s business strategies and in the best interests of Enova and Enova stockholders and the Enova board of directors voted to continue with the approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Shortly following the meeting, Enova management discussed with KBW and the Enova board of directors increasing the price per share of Grasshopper common stock in the transaction from $9.64 to $9.69 per share of Grasshopper common stock due to feedback from Grasshopper on the increase in value of Enova common stock since Enova’s October 16, 2025 proposal. Anticipating Grasshopper’s desire for Enova to increase the price per share of Grasshopper common stock in the transaction, Enova management had evaluated the increase in Enova’s share price since Enova’s October 16, 2025 proposal and discussed the same with Grasshopper management and agreed to increase the price per share of Grasshopper common stock in the transaction from $9.64 to $9.69 per share of Grasshopper common stock. Following such discussions, the Enova board of directors executed a unanimous written consent approving the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the increased consideration.

Later on December 10, 2025, the Grasshopper board of directors held a special telephonic meeting, at which members of management and representatives of Piper Sandler, Squire Patton Boggs and Hogan Lovells were in attendance. At the meeting, Piper Sandler reviewed its financial analysis and rendered to the Grasshopper board of directors an opinion to the effect that, as of such date and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Piper Sandler in connection with the preparation of its opinion, the per share merger consideration to be received by the holders of Grasshopper common stock was fair, from a financial point of view, to such holders. See the section entitled “—Opinion of Grasshopper’s Financial Advisor” and Annex C. Representatives of Squire Patton Boggs provided an update on the terms of the transaction and reviewed the proposed final terms of the merger

 

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agreement. At the conclusion of the discussion, all of the members of the Grasshopper board of directors except Mr. Butler approved the merger agreement and the transactions contemplated thereby and recommended the approval of the merger agreement by the Grasshopper stockholders. Given that on December 6, 2025, Mr. Butler was offered to enter into an employment offer letter with Enova which would become effective upon the occurrence of the effective time, and which was entered into by Mr. Butler and Enova on December 10, 2025, Mr. Butler abstained from the Grasshopper board of directors’ vote and recommendation on account of his conflicting interest in being employed by Enova following the effective date. For further information concerning the factors considered by the Grasshopper board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, see the section entitled “—Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors.”

Following the conclusion of the meeting of the Grasshopper board of directors, on December 10, 2025, representatives of Grasshopper and Enova finalized and executed the merger agreement, certain stockholders finalized and executed the voting agreements and certain Grasshopper executive officers executed the offer letters and settlement agreements.

On December 11, 2025, Enova issued a press release announcing the execution of the merger agreement and the proposed terms of the acquisition by Enova.

On December 18, 2025, following discussion among the parties, representatives of Grasshopper and Enova finalized and executed Amendment No. 1 to the merger agreement, pursuant to which the parties agreed to simplify the consideration procedures by eliminating certain election provisions from the merger agreement, which had provided that a Grasshopper stockholder would have the right to elect to receive either cash consideration or stock consideration, subject to procedures applicable to oversubscription and undersubscription for cash consideration (which was capped at 50% of the overall consideration to Grasshopper stockholders in the merger). Elimination of the election provisions from the merger agreement did not affect the implied value of a share of Grasshopper common stock, as the implied value under both the original terms of the merger agreement and the terms of the merger agreement, as amended, was $9.69 as of December 10, 2025.

Grasshopper’s Reasons for the Mergers and Recommendation of the Grasshopper Board of Directors

After careful consideration, the Grasshopper board of directors, at a special meeting held on December 10, 2025, determined that the merger agreement and the transactions contemplated thereby is in the best interests of Grasshopper and its stockholders and approved the merger agreement, along with any amendments as approved by certain authorized officers of Grasshopper, including the mergers and the other transactions contemplated thereby, and, accordingly, recommends that Grasshopper stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the mergers, and to recommend that Grasshopper stockholders approve the merger proposal, the Grasshopper board of directors evaluated the merger agreement, the mergers and the other transactions contemplated by the merger agreement in consultation with Grasshopper’s management, as well as with Grasshopper’s legal and financial advisors, and considered a number of factors, including, among others, the following factors, which are not presented in order of priority:

 

•

its knowledge of Grasshopper’s business, operations, financial condition, asset quality, earnings, and prospects, both as an independent organization and as a part of a combined company with Enova;

 

•

the belief that Enova’s business and operations complement those of Grasshopper, and that the mergers and the other transactions contemplated by the merger agreement would result in a combined company with an expanded distribution and scale that would position the combined company to serve an expanded customer base;

 

•

the belief that Enova’s earnings and prospects, and the synergies potentially available in the mergers, would significantly improve the combined company’s market position, increase scale to enhance

 

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efficiencies and leverage investments in technology, and provide greater revenue growth opportunities and diversification, which would potentially create superior future earnings and prospects for the combined company compared to Grasshopper’s earnings and prospects on a stand-alone basis;

 

•

the current and prospective environment in the financial services industry, including economic conditions and the interest rate and regulatory environment, the accelerating pace of technological change in the financial services industry, operating costs resulting from regulatory and compliance mandates, scale and marketing expenses, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions, current employment market conditions and the likely effects of these factors on Grasshopper’s potential growth, development, productivity and strategic options both with and without the mergers;

 

•

the ability to take advantage of increased scale to continue technology investments and client experience improvements;

 

•

the strengthened ability to recruit and retain top talent;

 

•

the expected pro forma financial impacts of the transaction, taking into account anticipated synergies and other factors, on Grasshopper stockholders;

 

•

the Grasshopper board of directors’ review and discussions with Grasshopper’s senior management concerning Grasshopper’s due diligence examination of Enova;

 

•

the nature of the merger consideration, which is in the form of cash consideration and stock consideration that offers Grasshopper stockholders both a level of liquidity and the opportunity to participate as Enova stockholders in the future earnings and performance of the combined company;

 

•

that Grasshopper stockholders will receive freely tradable shares of Enova common stock, to be listed on the NYSE, as merger consideration (subject to the terms of the voting agreement, to the extent executed by any such stockholder), so that the merger would provide materially better liquidity for Grasshopper stockholders versus the extremely limited liquidity options available to Grasshopper stockholders currently;

 

•

the historical performance of Enova common stock;

 

•

that the exchange ratio would be fixed, which the Grasshopper board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

•

that 50% of the merger consideration will be comprised of cash, which provides Grasshopper stockholders with the opportunity for immediate certainty of value;

 

•

the intention for the merger to qualify as a tax-free reorganization for U.S. federal income tax purposes, and therefore, the portion of the merger consideration paid in the form of Enova common stock is expected to be tax-free to Grasshopper stockholders for U.S. income tax purposes;

 

•

the effects of the mergers on Grasshopper’s employees, including the prospects for continued employment in a larger organization and various benefits agreed to be provided to Grasshopper’s employees;

 

•

the financial presentation and opinion, dated December 10, 2025, of Piper Sandler to the Grasshopper board of directors (in its capacity as such), to the effect that, subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Piper Sandler in connection with the preparation of its opinion, the merger consideration to be received by the holders of Grasshopper common stock was fair, from a financial point of view, to such holders as more fully described under the section entitled “ —Opinion of Grasshopper’s Financial Advisor”;

 

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•

the Grasshopper board of directors’ review with Grasshopper’s legal counsel of the material terms of the merger agreement, including the representations, covenants, deal protection and termination provisions and fee, tax treatment and closing conditions;

 

•

the expectation that the requisite regulatory approvals could be obtained in a timely fashion;

 

•

an extensive review of strategic options available to Grasshopper, including continuing as a stand-alone entity, and consideration and weighing of the potential risks and benefits associated with each option;

 

•

that the merger would be subject to the approval of Grasshopper stockholders, and that such stockholders would be free to evaluate the merger and vote for or against the merger agreement proposal at the Grasshopper special meeting; and

 

•

the Grasshopper board of directors’ view that the combined company would allow for greater career mobility and growth opportunities for its employees, as well as enhanced recruiting and succession planning capabilities.

The Grasshopper board of directors also considered potential risks related to the mergers but concluded that the anticipated benefits of the mergers were likely to outweigh these risks. These potential risks include the following, which are not presented in order of priority:

 

•

the potential for a decline in the value of Enova common stock, whether before or after consummation of the mergers, reducing the value of stock consideration received by Grasshopper stockholders;

 

•

the lack of control of the Grasshopper board of directors and Grasshopper stockholders over future operations and strategy of the combined company as compared to remaining independent;

 

•

the nature of the regulatory and other approvals required in connection with the mergers and the risk that such regulatory approvals may not be received in a timely manner or at all or may contain unacceptable conditions, including a burdensome condition;

 

•

the possibility of encountering difficulties in achieving anticipated synergies and benefits in the amounts estimated or in the timeframe contemplated;

 

•

the costs to be incurred in connection with the mergers and the integration of Enova’s business and Grasshopper’s business, and the possibility that the mergers and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events, particularly given the transformational nature of the mergers for Enova;

 

•

the possibility that the anticipated benefits of the mergers will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of general economic and market conditions and competitive factors;

 

•

the possibility of encountering difficulties in successfully integrating Grasshopper’s and Enova’s businesses, operations and workforce;

 

•

the risk of losing key Grasshopper or Enova employees or customers during the pendency of the mergers and thereafter;

 

•

the possible diversion of Grasshopper management attention and resources from the operation of Grasshopper’s business towards the completion of the mergers and the integration of the two companies;

 

•

the restrictions on the conduct of Grasshopper’s business during the period between execution of the merger agreement and the consummation of the mergers, which could potentially delay or prevent Grasshopper from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the mergers;

 

•

the potential effect of the mergers on Grasshopper’s overall business, including its relationships with customers, employees, suppliers and regulators;

 

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•

the fact that the merger agreement contains certain restrictions on the ability of Grasshopper to solicit proposals for alternative transactions or engage in discussions regarding such proposals;

 

•

the potential for litigation by Grasshopper stockholders in connection with the mergers, which, even where lacking in merit, could nonetheless result in distraction and expense;

 

•

the interests of certain of Grasshopper’s directors and executive officers in the mergers that are different from, or in addition to, their interests as Grasshopper stockholders, which are further described in the section of this proxy statement/prospectus entitled “ —Interests of Grasshopper’s Directors and Executive Officers in the Mergers”; and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”.

The foregoing discussion of the factors considered by the Grasshopper board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Grasshopper board of directors. In reaching its decision to approve the merger agreement and the mergers and the other transactions contemplated by the merger agreement, the Grasshopper board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Grasshopper board of directors considered all these factors as a whole, including through its discussions with Grasshopper’s management and financial and legal advisors, in evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement and overall considered the factors to be favorable to, and to support, its determination to approve the merger agreement.

For the reasons set forth above, the Grasshopper board of directors determined that the merger agreement and the transactions contemplated thereby, including the mergers, are in the best interests of Grasshopper and its stockholders and approved the merger agreement and the transactions contemplated thereby. The Grasshopper board of directors recommends that Grasshopper stockholders vote “FOR” the merger proposal.

It should be noted that this explanation of the reasoning of the Grasshopper board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Grasshopper’s Financial Advisor

Grasshopper retained Piper Sandler to render an opinion to the Grasshopper board of directors in connection with Grasshopper’s consideration of a possible business combination involving Enova. Grasshopper selected Piper Sandler to render an opinion because Piper Sandler is a nationally recognized investment banking firm which specializes in financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

At the December 10, 2025 meeting at which the Grasshopper board of directors considered the merger and the merger agreement, Piper Sandler delivered to the Grasshopper board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the per share merger consideration was fair to the holders of Grasshopper common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Grasshopper common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

 

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Piper Sandler’s opinion was directed to the Grasshopper board of directors in connection with its consideration of the mergers and the merger agreement and does not constitute a recommendation to any stockholder of Grasshopper as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the per share merger consideration to the holders of Grasshopper common stock and did not address the underlying business decision of Grasshopper to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement, the relative merits of the mergers as compared to any other alternative transactions or business strategies that might exist for Grasshopper or the effect of any other transaction in which Grasshopper might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Grasshopper or Enova, or any class of such persons, if any, relative to the compensation to be received in the merger by any other stockholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

 

•

an execution copy of the merger agreement dated December 10, 2025;

 

•

certain publicly available financial statements and other historical financial information of Grasshopper and its banking subsidiary, Grasshopper Bank, that Piper Sandler deemed relevant;

 

•

certain publicly available financial statements and other historical financial information of Enova that Piper Sandler deemed relevant;

 

•

certain internal financial projections for Grasshopper for the years ending December 31, 2025 through December 31, 2028, as well as an estimated long-term annual earnings growth rate for the years ending December 31, 2029 through December 31, 2030, as provided by the senior management of Grasshopper;

 

•

publicly available mean analyst net income and tangible assets estimates for Enova for the years ending December 31, 2026 and December 31, 2027 with estimated long-term annual earnings and tangible asset growth rates for the years ending December 31, 2028 through December 31, 2030, as provided by the senior management of Enova;

 

•

the pro forma financial impact of the mergers on Enova based on certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as provided by the senior management of Enova;

 

•

the publicly reported historical price and trading activity for Enova common stock, including a comparison of certain stock trading information for Enova common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

 

•

a comparison of certain financial and market information for Grasshopper and Enova with similar financial institutions for which information was publicly available;

 

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

 

•

the current market environment generally and the banking and consumer finance environment in particular; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of Grasshopper and its representatives the business, financial condition, results of operations and prospects of Grasshopper and held

 

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similar discussions with certain members of the senior management of Enova and its representatives regarding the business, financial condition, results of operations and prospects of Enova.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to Piper Sandler from public sources, that was provided to Piper Sandler by Grasshopper, Enova or their respective representatives, or that was otherwise reviewed by Piper Sandler and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler further relied on the assurances of the respective senior managements of Grasshopper and Enova that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to Piper Sandler’s analyses. Piper Sandler was not asked to undertake, and did not undertake, an independent verification of any such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Grasshopper or Enova, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion on or evaluation of the collectability of any assets or the future performance of any loans of Grasshopper or Enova. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for credit losses of Grasshopper, or the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Grasshopper or Enova. Piper Sandler assumed, with Grasshopper’s consent, that the allowance for credit losses for Grasshopper was adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal financial projections for Grasshopper for the years ending December 31, 2025 through December 31, 2028, as well as an estimated long-term annual earnings growth rate for the years ending December 31, 2029 through December 31, 2030, as provided by the senior management of Grasshopper. In addition, Piper Sandler used publicly available mean analyst net income and tangible assets estimates for Enova for the years ending December 31, 2026 and December 31, 2027 with estimated long-term annual earnings and tangible asset growth rates for the years ending December 31, 2028 through December 31, 2030, as provided by the senior management of Enova. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as provided by the senior management of Enova. With respect to the foregoing information, the senior management of Grasshopper confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgements of senior management as to the future financial performance of Grasshopper and Enova, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which they were based. Piper Sandler also assumed that there had been no material change in Grasshopper’s or Enova’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Grasshopper and Enova would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Grasshopper’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements required to effect the mergers, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Grasshopper, Enova, the mergers or any related transactions, and (iii) the mergers and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification

 

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or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Grasshopper’s consent, Piper Sandler relied upon the advice that Grasshopper received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matter.

Piper Sandler’s opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the Grasshopper board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Grasshopper or Enova and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Grasshopper and Enova and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the per share merger consideration to the holders of Grasshopper common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Grasshopper, Enova, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Grasshopper board of directors at its December 10, 2025 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Grasshopper common stock or Enova common stock or the prices at which Grasshopper or Enova common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the Grasshopper board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Grasshopper board of directors with respect to the fairness of the per share merger consideration.

 

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Summary of Proposed Merger Consideration and Implied Transaction Metrics

Piper Sandler reviewed the financial terms of the proposed merger as of December 10, 2025. As of such date, the merger agreement provided that, at the effective time, each share of Grasshopper common stock, excluding certain specified shares owned by Enova or Grasshopper and shares held by stockholders who properly exercise appraisal rights, that is issued and outstanding immediately prior to the completion of the merger, will be converted, at the election of the applicable stockholder and subject to procedures applicable to oversubscription and undersubscription for cash consideration, into the right to receive either (i) stock consideration consisting of the exchange ratio of 0.07637 of a share of Enova common stock, with cash paid in lieu of fractional shares, or (ii) cash consideration consisting of $9.69. The per share merger consideration is subject to adjustment pursuant to the terms of the merger agreement such that the merger consideration to Grasshopper stockholders remains no higher than approximately $350 million in the aggregate (excluding cash paid for Grasshopper options and Grasshopper warrants). As of December 10, 2025, the merger agreement provided, and Piper Sandler assumed for purposes of its analyses, that the aggregate amount of cash consideration would equal 50% of the merger consideration. Piper Sandler calculated an aggregate implied transaction value of approximately $368.6 million based on 36,115,245 shares of Grasshopper common stock outstanding. Based upon financial information for Grasshopper as of or for the last twelve months, or LTM, ended September 30, 2025 and the aggregate implied transaction value (as set forth above), Piper Sandler calculated the following implied transaction metrics:

 

Aggregate Implied Transaction Value / LTM Net Income			65.8x
Aggregate Implied Transaction Value / 2025E Net Income(1)(2)			44.1x
Aggregate Implied Transaction Value / 2026E Net Income(1)			16.0x
Aggregate Implied Transaction Value / September 30, 2025 Tangible Common Equity			3.16x
Aggregate Implied Transaction Value / September 30, 2025 Adjusted Tangible Common Equity(1)(3)			2.54x
Core Deposit Premium4			20.5	%

 

(1)	As provided and confirmed by Grasshopper senior management

(2)	2025E net income assumes effective tax rate of 25.0% for the fiscal period and excludes the release of the $28.6 deferred tax asset valuation

(3)	Adjusted tangible book value includes the release of the $28.6 million deferred tax asset valuation allowance

(4)	Core deposits defined as total deposits less jumbo deposits with balances greater than $250,000

Stock Trading History

Piper Sandler reviewed the publicly available historical reported trading prices of Enova common stock for the one-year and three-year periods ended December 9, 2025. Piper Sandler then compared the relationship between the movements in the price of Enova common stock to movement in its peer group (as described below) as well as certain stock indices.

Enova’s One-Year Stock Performance

 

		Beginning Value December 9, 2024				Ending Value December 9, 2025
Enova			100.0	%			134.5	%
Enova Peer Group			100.0	%			102.5	%
S&P 500 Index			100.0	%			113.0	%
NASDAQ Bank Index			100.0	%			95.3	%

 

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Enova’s Three-Year Stock Performance

 

		Beginning Value December 9, 2022				Ending Value December 9, 2025
Enova			100.0	%			351.7	%
Enova Peer Group			100.0	%			136.3	%
S&P 500 Index			100.0	%			173.9	%
NASDAQ Bank Index			100.0	%			110.4	%

Comparable Company Analyses

Piper Sandler used publicly available information to compare selected financial information for Grasshopper with a group of financial institutions selected by Piper Sandler. The Grasshopper peer group included major exchange-traded (Nasdaq Stock Market LLC, NYSE and NYSE American) banks with total assets between $1.0 billion and $2.0 billion and most recent quarter return on average assets greater than 1.00%, but excluded GBank Financial Holdings, Inc. (GBFH) due to its non-traditional business model and targets of announced merger transactions. We refer to this peer group as the Grasshopper peer group. The Grasshopper peer group consisted of the following companies:

 

Bank7 Corp.		Oak Valley Bancorp
Bank of the James Financial		OptimumBank Holdings, Inc.
Eagle Financial Services, Inc.		SB Financial Group, Inc.
First Capital, Inc.		United Security Bancshares
Hawthorn Bancshares, Inc.		Virginia National Bankshares
Landmark Bancorp, Inc.

The analysis compared publicly available financial information for Grasshopper with corresponding data for the Grasshopper peer group as of or for the year ended September 30, 2025 (unless otherwise noted) with pricing data as of December 9, 2025. The table below sets forth the data for Grasshopper and the median, mean, low and high data for the Grasshopper peer group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Grasshopper’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

Grasshopper Comparable Company Analysis

 

		Grasshopper		Grasshopper Peer Group Median		Grasshopper Peer Group Mean		Grasshopper Peer Group Low		Grasshopper Peer Group High
Total Assets ($mm)		1,413		1,606		1,550		1,020		1,995
Loans / Deposits (%)		82.1		88.0		82.8		59.6		99.2
Non-Performing Assets / Total Assets1 (%)		1.21		0.32		0.40		0.00		1.10
Tangible Common Equity / Tangible Assets (%)		8.27		9.79		9.46		6.78		12.22
Tier 1 Leverage Ratio1 (%)		9.16		10.82		11.09		9.05		12.71
Total RBC Ratio1 (%)		11.89		15.17		15.26		12.25		20.14
Commercial Real Estate / Total Risk-Based Capital Ratio¹ (%)		157.6		247.4		241.0		118.2		356.0
Most Recent Quarter, or MRQ, Return on Average Assets (%)		1.08		1.30		1.37		1.08		2.35
MRQ Return on Average Equity (%)		13.0		14.3		13.9		10.6		18.3
MRQ Net Interest Margin (%)		4.76		3.86		3.97		3.46		5.12
MRQ Efficiency Ratio (%)		70.9		59.2		58.4		40.9		72.4

 

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1	Bank-level financial data used for all institutions

Note:

Financial information used for Grasshopper peer group was not pro forma for pending or recently closed acquisitions or divestitures

Piper Sandler used publicly available information to perform a similar analysis for Enova by comparing selected financial information for Enova with a group of financial institutions selected by Piper Sandler. The Enova peer group included major exchange-traded (Nasdaq Stock Market LLC, NYSE and NYSE American) specialty finance companies headquartered throughout the United States, as defined by S&P Capital IQ Pro, with total assets between $250.0 million and $10.0 billion, but excluded targets of announced merger transactions, or the Enova peer group. The Enova peer group consisted of the following companies:

 

OneMain Holdings, Inc.		Figure Technology Solutions, Inc.
Bread Financial Holdings, Inc.		Regional Management Corp.
Credit Acceptance Corporation		Pagaya Technologies Ltd.
Upstart Holdings, Inc.		OppFi Inc.

The analysis compared publicly available financial information for Enova with corresponding data for the Enova peer group as of or for the year ended September 30, 2025 (unless otherwise noted) with pricing data as of December 9, 2025. The table below sets forth the data for Enova and the median, mean, low and high data for the Enova peer group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Enova’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

Enova Comparable Company Analysis

 

		Enova				Enova Peer Group Median				Enova Peer Group Mean				Enova Peer Group Low				Enova Peer Group High
Total Assets ($mm)			5,962				2,531				8,326				721				26,985
Book Value ($mm)			1,284				956				1,381				49				3,378
LTM Diluted EPS ($)			10.82				2.20				6.97				(2.53	)			37.89
Share Price ($)			137.14				43.54				94.74				10.62				460.62
Market Capitalization ($mm)			3,401				3,939				3,985				294				8,682
Price / Book Value (x)			2.66				3.88				3.94				0.97				7.39
Price / Tangible Book Value (x)			3.41				4.80				4.56				1.06				8.08
Price / LTM Earnings Per Share (x)			12.7				9.9				9.9				7.6				12.2
Price / 2025E Earnings Per Share(1) (x)			10.8				8.3				11.4				6.8				27.6
Price / 2026E Earnings Per Share(1) (x)			9.4				7.9				14.1				6.0				46.6
Price Performance – Year-To-Date Change (%)			42.6				21.5				31.6				(23.5	)			157.8
Price Performance – 1-Year Change (%)			34.5				14.0				27.2				(39.1	)			142.2
Price Performance – 3-Year Change (%)			251.7				92.4				126.5				(0.7	)			335.2

 

1	Latest available consensus analyst estimates as aggregated by S&P Capital IQ Pro

Note:

Financial information used for the Enova peer group was not pro forma for pending or recently closed acquisitions or divestitures

Analysis of Precedent Transactions

Piper Sandler reviewed a group of recent bank merger and acquisition transactions announced between January 1, 2025 and December 9, 2025 nationwide, involving targets with total assets between $1.0 billion and $2.0 billion at announcement, but excluding transactions with non-disclosed deal values, which we refer to as the nationwide precedent transactions.

 

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The nationwide precedent transactions group was composed of the following transactions:

 

Acquiror		Target
Home Bancshares (Conway AR)		Mountain Commerce Bancorp
Richmond Mutl Bncp Inc.		Farmers Bancorp (Frankfort IN)
Undisclosed buyer		Solera National Bancorp Inc.
First Mid Bancshares		Two Rivers Financial Grp Inc.
Third Coast Bancshares Inc.		Keystone Bancshares
Farmers National Banc Corp.		Middlefield Banc Corp.
HBT Financial Inc.		CNB Bank Shares Inc
Heritage Financial Corp.		Olympic Bancorp Inc.
Equity Bancshares Inc.		Frontier Holdings LLC
First Financial Bancorp.		BankFinancial Corp
Bank First Corporation		Centre 1 Bancorp Inc.
Investar Holding Corp.		Wichita Falls Bancshares Inc.
NB Bancorp		Provident Bancorp Inc
TowneBank		Old Point Financial Corp.
MetroCity Bankshares Inc.		First IC Corp.
Old Second Bancorp Inc.		Bancorp Financial Inc.
Glacier Bancorp Inc.		Bank Idaho Holding

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the nationwide precedent transactions.

 

						Nationwide Precedent Transactions
		Enova / Grasshopper				Median				Mean				Low				High
Transaction Price / LTM Earnings Per Share (x)			NM				13.8				14.5				3.1				28.6
Transaction Price / Tangible Book Value Per Share (%)			316				120				130				66				231
Tangible Book Value Premium to Core Deposits (%)			20.5				3.6				3.8				(5.3	)			12.4
1-Day Market Premium (%)			—				21.6				25.7				5.4				81.7

Note: “NM” represents “Not Meaningful” for Price / LTM EPS multiples greater than 30.0x.

Net Present Value Analyses

Piper Sandler performed an analysis that estimated the net present value of a share of Grasshopper common stock assuming Grasshopper performed in accordance with internal financial projections for the years ending December 31, 2025 through December 31, 2028, as well as an estimated long-term annual earnings growth rate for the years ending December 31, 2029 through December 31, 2030, as provided by the senior management of Grasshopper. To approximate the terminal value of a share of Grasshopper common stock at December 9, 2025, Piper Sandler applied price to earnings multiples ranging from 8.0x to 12.0x and multiples of tangible book value ranging from 110% to 150%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Grasshopper common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Grasshopper common stock of $6.82 to $11.81 when applying multiples of earnings and $5.49 to $8.65 when applying multiples of tangible book value.

 

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Earnings Per Share Multiples

 

Discount Rate		8.0x				9.0x				10.0x				11.0x				12.0x
9.0%		$	7.88			$	8.86			$	9.84			$	10.83			$	11.81
10.0%		$	7.59			$	8.54			$	9.49			$	10.44			$	11.39
11.0%		$	7.32			$	8.24			$	9.15			$	10.07			$	10.98
12.0%		$	7.07			$	7.95			$	8.83			$	9.71			$	10.60
13.0%		$	6.82			$	7.67			$	8.52			$	9.38			$	10.23

Tangible Book Value Per Share Multiples

 

Discount Rate		110%				120%				130%				140%				150%
9.0%		$	6.34			$	6.92			$	7.50			$	8.07			$	8.65
10.0%		$	6.12			$	6.67			$	7.23			$	7.78			$	8.34
11.0%		$	5.90			$	6.44			$	6.97			$	7.51			$	8.04
12.0%		$	5.69			$	6.21			$	6.73			$	7.24			$	7.76
13.0%		$	5.49			$	5.99			$	6.49			$	6.99			$	7.49

Piper Sandler also considered and discussed with the Grasshopper board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming Grasshopper’s earnings varied from 20.0% above projections to 20.0% below projections. This analysis resulted in the following range of per share values for Grasshopper common stock, applying the price to earnings multiples range of 8.0x to 12.0x referred to above and a discount rate of 11.62%.

Earnings Per Share Multiples

 

Annual Projection Variance		8.0x				9.0x				10.0x				11.0x				12.0x
(20.0%)		$	5.88			$	6.62			$	7.36			$	8.09			$	8.83
(10.0%)		$	6.62			$	7.45			$	8.27			$	9.10			$	9.93
0.0%		$	7.36			$	8.27			$	9.19			$	10.11			$	11.03
10.0%		$	8.09			$	9.10			$	10.11			$	11.12			$	12.14
20.0%		$	8.83			$	9.93			$	11.03			$	12.14			$	13.24

Piper Sandler also performed an analysis that estimated the net present value per share of Enova common stock assuming Enova performed in accordance with publicly available mean analyst earnings, tangible asset and tangible common equity estimates for Enova for the years ending December 31, 2025 through December 31, 2027, as well as estimated long-term annual earnings and tangible asset growth rates for the years ending December 31, 2028 through December 31, 2030, as provided by the senior management of Enova. To approximate the terminal value of a share of Enova common stock at December 9, 2025, Piper Sandler applied price to earnings multiples ranging from 6.0x to 10.0x. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Enova common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Enova common stock of $123.16 to $209.50 when applying multiples of earnings.

 

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Earnings Per Share Multiples

 

Discount Rate		6.0x				7.0x				8.0x				9.0x				10.0x
10.0%		$	144.02			$	160.39			$	176.76			$	193.13			$	209.50
11.0%		$	138.40			$	154.04			$	169.69			$	185.33			$	200.98
12.0%		$	133.06			$	148.02			$	162.98			$	177.93			$	192.89
13.0%		$	127.98			$	142.29			$	156.60			$	170.91			$	185.22
14.0%		$	123.16			$	136.85			$	150.54			$	164.23			$	177.93

Piper Sandler also considered and discussed with the Grasshopper board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming Enova’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for Enova common stock, applying the price to earnings multiples range of 6.0x to 10.0x referred to above and a discount rate of 12.39%.

Earnings Per Share Multiples

 

Annual Estimate Variance		6.0x				7.0x				8.0x				9.0x				10.0x
(20.0%)		$	113.41			$	125.17			$	136.93			$	148.69			$	160.45
(10.0%)		$	122.23			$	135.46			$	148.69			$	161.92			$	175.15
0.0%		$	131.05			$	145.75			$	160.45			$	175.15			$	189.85
10.0%		$	139.87			$	156.04			$	172.21			$	188.38			$	204.55
20.0%		$	148.69			$	166.33			$	183.97			$	201.61			$	219.26

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Piper Sandler analyzed certain potential pro forma effects of the merger on Enova assuming the transaction closes on June 30, 2026. Piper Sandler utilized the following information and assumptions: (1) certain internal financial projections for Grasshopper for the six months ending December 31, 2026 and the year ending December 31, 2027, as provided by the senior management of Grasshopper, (2) publicly available mean analyst earnings per share estimates for Enova for the six months ended December 31, 2026 and the year ending December 31, 2027, and (3) certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by the senior management of Enova and confirmed by the senior management of Grasshopper. The analysis indicated that the transaction could be accretive to Enova’s estimated earnings per share in the six months ending December 31, 2026 and the year ending December 31, 2027.

In connection with this analysis, Piper Sandler considered and discussed with the Grasshopper board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship

Piper Sandler has acted as Grasshopper’s financial advisor in connection with the merger and will receive a fee for its services, which fee is contingent upon consummation of the merger. Piper Sandler also received a fee for rendering this opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler on the day of closing of the merger. Grasshopper has also agreed to indemnify Piper

 

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Sandler against certain claims and liabilities arising out of its engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with its engagement. Piper Sandler did not provide any other investment banking services to Grasshopper in the two years preceding the date of its opinion. Piper Sandler did not provide any investment banking services to Enova in the two years preceding the date of its opinion. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to Grasshopper, Enova and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of Enova and its affiliates for its own account and for the accounts of its customers.

Certain Unaudited Prospective Financial Information

Enova and Grasshopper do not as a matter of course make public projections as to future performance, revenues, earnings or other results, due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. However, Grasshopper is including in this proxy statement/prospectus certain unaudited prospective financial information prepared by Grasshopper’s management, which we refer to as the projections, that was made available by Grasshopper to Enova as well as provided to Piper Sandler for purposes of Piper Sandler providing its financial analyses in connection with rendering its opinion to the Grasshopper board of directors, as described in this proxy statement/prospectus under the section entitled “ — Opinion of Grasshopper’s Financial Advisor.” The below summary of the projections is included for the purpose of providing stockholders access to certain nonpublic information that was furnished to certain parties in connection with the mergers, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any Grasshopper stockholder.

The projections were not prepared by Grasshopper management with a view toward public disclosure, the published guidelines of the SEC regarding projections, the prevailing practices in the banking industries, the use of non-GAAP financial measures or forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. In addition, the projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in Grasshopper’s and Enova’s respective historical GAAP financial statements. None of Grasshopper, Enova, Piper Sandler or their respective officers, directors, affiliates, advisors or other representatives considered, or now consider, the inclusion of the projections to be regarded as an indication that the projections are necessarily predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the projections. The projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Grasshopper’s management and were not prepared or approved by Enova management or the Enova board of directors.

While presented with numeric specificity, these projections were based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Grasshopper’s and Enova’s respective businesses) all of which are inherently subjective and uncertain and many of which are beyond the control of Grasshopper and Enova. Important factors that may affect actual results and cause the projections not to be achieved include, but are not limited to, risks and uncertainties relating to Grasshopper’s and Enova’s respective businesses (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” and in Enova’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the other reports filed by Enova with the SEC. These projections also reflect numerous variables, expectations and assumptions solely by Grasshopper management available at the time it was prepared as to certain business decisions that are subject to change, and, in many respects, subjective judgment solely by Grasshopper management, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As a result, actual results may differ materially from those contained in the projections. Accordingly, there can be no assurance that

 

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the projections summarized below and the underlying estimates and assumptions will be realized. None of Grasshopper, Enova, Piper Sandler or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the projections.

NONE OF GRASSHOPPER, ENOVA OR, AFTER CONSUMMATION OF THE MERGERS, THE SURVIVING CORPORATION, INTEND TO, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO, UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE PROJECTIONS WERE GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS. SINCE THE PROJECTIONS COVER MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES SUBJECT TO GREATER UNCERTAINTY WITH EACH SUCCESSIVE YEAR.

Furthermore, the projections do not take into account any circumstances or events occurring after the date they were prepared. No assurance can be given that, had the projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. The projections do not attempt to predict or suggest future results of the surviving company after giving effect to the mergers. The projections do not give effect to the mergers, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the surviving company as a result of the merger, the effect on Grasshopper or Enova of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the projections do not take into account the effect on Grasshopper or Enova of any possible failure of the mergers to occur.

By including the Grasshopper projections in this proxy statement/prospectus, none of Grasshopper, Enova or any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Grasshopper or Enova compared to the information contained in the projections. Accordingly, the projections should not be construed as financial guidance, nor relied upon as such. The inclusion of the projections in this proxy statement/prospectus does not constitute an admission or representation by Grasshopper or Enova that the information contained therein is material. The projections summarized in this section reflected the opinions, estimates and judgments of Grasshopper’s management at the time they were prepared and have not been updated to reflect any changes since such projections were prepared.

Neither Grasshopper’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projections.

In light of the foregoing, and considering that the Grasshopper special meeting will be held many months after the projections were prepared, as well as the uncertainties inherent in any forecasted information, Grasshopper stockholders are cautioned not to place unwarranted reliance on such information, and all Grasshopper stockholders are urged to review the other information contained elsewhere in this proxy statement/prospectus for a description of Enova’s and Grasshopper’s respective businesses as well as Enova’s most recent SEC filings for a description of Enova’s reported financial results. See the section entitled “Where You Can Find More Information.”

 

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Grasshopper Projections

The following tables present a summary of the projections for the calendar years ending 2025 through 2030 for Grasshopper on a standalone basis.

 

		(unaudited)
		Fiscal Year Ended December 31,
($ in thousands, except per share data)		2025E				2026E				2027E				2028E				2029E				2030E
Total Assets		$	1,491,343			$	1,896,937			$	2,256,543			$	2,630,100			$	3,024,616			$	3,478,308
Gross Loans			1,078,372				1,453,757				1,767,757				2,053,757				2,361,820				2,716,093
Total Deposits			1,321,800				1,704,282				2,034,282				2,364,282				2,718,924				3,126,762
Common Equity			146,490				170,259				199,960				243,602				293,970				351,738
Tangible Common Equity to Tangible Assets(1)			9.83	%			8.98	%			8.86	%			9.27	%			9.72	%			10.11	%
Net Income Available to Stockholders		$	36,306			$	23,094			$	29,701			$	43,642			$	50,188			$	57,716
Earnings per Share		$	1.09			$	0.64			$	0.82			$	1.21			$	1.39			$	1.60
Dividends per Share		$	0			$	0			$	0			$	0			$	0			$	0
Book Value per Share		$	4.06			$	4.71			$	5.54			$	6.75			$	8.14			$	9.74
Tangible Book Value per Share(2)		$	4.06			$	4.71			$	5.54			$	6.75			$	8.14			$	9.74

 

(1)

“Tangible common equity to tangible assets” is defined as (a) common equity less goodwill and other intangibles divided by (b) total assets less goodwill and other intangibles. Tangible common equity to tangible assets is a non-GAAP financial measure and should not be considered as an alternative to common equity to total assets.

(2)

“Tangible book value per share” is defined as tangible common equity, which is defined as common equity less goodwill and other intangibles, divided by the number of outstanding shares of Grasshopper common stock. Tangible book value per share is a non-GAAP financial measure and should not be considered as an alternative to book value per share.

Enova Projections

 

		Estimated Long-Term Growth Rate for Enova (2027–2030)
Earnings (%)			16
Tangible Assets(1) (%)			15

 

(1)	“Tangible assets” is defined as total assets less goodwill and other intangibles. Tangible assets is a non-GAAP financial measure and should not be considered as an alternative to total assets.

Enova’s Reasons for the Mergers

After careful consideration, the Enova board of directors, at a special meeting held on December 10, 2025, unanimously determined that the merger agreement, along with any amendments as approved by certain authorized officers of Enova, including the mergers and the other transactions contemplated thereby, is in the best interests of Enova and its stockholders and approved the merger agreement and the transactions contemplated thereby.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the mergers, the Enova board of directors evaluated the merger agreement, the mergers, and such other transactions contemplated by the merger agreement in consultation with Enova’s management, as well as

 

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Enova’s legal and financial advisors, and considered a number of factors, including, among others, the following factors, which are not presented in any order of priority:

 

•

the belief that the mergers are expected to create a more valuable company with the ability to compete in today’s operating environment and offer a more comprehensive suite of financial solutions, including national scale lending products through a national bank charter and access to lower-cost deposit funding;

 

•

each of Enova’s, Grasshopper’s and the combined company’s business, operations, financial condition, asset quality, earnings and prospects;

 

•

the belief that Grasshopper’s business and operations complement those of Enova and that the combined company resulting from the mergers would benefit from product and operational simplification and diversified funding opportunities, along with projected revenue synergies from opportunities for product growth and diversification for new and existing customers;

 

•

the increased financial inclusion to be offered by the combined company;

 

•

its existing knowledge of Grasshopper’s business through review and discussions with Enova’s management concerning the due diligence examination of Grasshopper conducted in connection with the mergers;

 

•

the complementary nature of the cultures of the two companies, including in their innovative, digital and customer-oriented cultures;

 

•

its understanding of the current and prospective environment in which Enova and Grasshopper operate, including national, regional and local economic conditions, the competitive environment for financial technology companies and financial institutions generally and the likely effects of these factors on Enova both with and without the mergers;

 

•

the market for alternative merger or acquisition transactions in the financial services industry and the likelihood and timing of other material strategic transactions;

 

•

Enova’s successful operating and acquisition track record, including Enova’s prior experience of efficiently closing and integrating an acquisition;

 

•

the advantages of experienced management continuity following the mergers with continued participation from key members of Grasshopper Bank, which enhances the likelihood that the expected benefits of the mergers will be realized;

 

•

its belief that the mergers are likely to provide substantial value to Enova stockholders;

 

•

the financial and other terms of the merger agreement, including the mergers consideration, expected tax treatment, deal protection and termination fee provisions, which it reviewed with Enova’s management, Covington & Burling, its outside counsel, and Keefe, Bruyette and Woods, its financial advisor;

 

•

the potential risks associated with achieving anticipated revenue synergies and successfully integrating Grasshopper’s business, operations and workforce with those of Enova;

 

•

the potential risk of diverting Enova management attention and resources from the operation of Enova’s business and towards the completion of the mergers;

 

•

that, while Enova expects that the mergers will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the mergers will be satisfied, including the risk that necessary regulatory approvals or Grasshopper stockholder approval might not be obtained or may be delayed and, as a result, the mergers may not be consummated or may be delayed;

 

•

the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the mergers;

 

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•

certain anticipated merger- and integration-related costs, particularly given the transformational nature of the mergers;

 

•

the risk that following the mergers, the combined company may not be able to maintain its deposit base, on which it intends to rely as a principal source of funding for its lending activities;

 

•

the increased regulatory burden on the combined company resulting from the mergers, including that the combined company will become subject to the Bank Holding Company Act and its restrictions and requirements, that the combined company will become subject to supervision, regulation, and enforcement by the Federal Reserve, and that its bank subsidiary will be subject to supervision, regulation, and enforcement by the OCC;

 

•

the nature of the regulatory and other approvals required in connection with the mergers and the risk that such regulatory approvals may not be received in a timely manner or at all or may contain unacceptable conditions, including a burdensome condition;

 

•

the potential risk of losing other acquisition opportunities while Enova remains focused on completing the mergers;

 

•

the nature and amount of payments and other benefits to be received by Grasshopper management in connection with the mergers; and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”.

The foregoing discussion of the factors considered by the Enova board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Enova board of directors. In reaching its decision to approve the merger agreement and the mergers and the other transactions contemplated by the merger agreement, the Enova board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Enova board of directors considered all these factors as a whole, including through its discussions with Enova’s management and financial and legal advisors, in evaluating the merger agreement, the mergers and the other transactions contemplated by the merger agreement, and overall considered the factors to be favorable to, and to support, its determination to approve the merger agreement.

It should be noted that this explanation of the reasoning of the Enova board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Governance of Enova and Grasshopper Bank After the Completion of the Mergers

The directors and officers of Enova immediately prior to the effective time will serve as the directors and officers of the surviving corporation from and after the effective time in accordance with the bylaws of the surviving corporation. Information about the current members of the Enova board of directors can be found in the documents listed under the section entitled “Where You Can Find More Information.”

Following the bank merger, Michael Butler will serve as President of Grasshopper Bank, reporting to Steven Cunningham, who will be appointed Chief Executive Officer of Grasshopper Bank. Mr. Cunningham will assume the role of Chief Executive Officer of Enova effective January 1, 2026, as previously announced.

Interests of Grasshopper’s Directors and Executive Officers in the Mergers

In considering the recommendation of the Grasshopper board of directors that Grasshopper stockholders vote “FOR” the merger proposal, Grasshopper stockholders should be aware that Grasshopper directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Grasshopper stockholders generally. The Grasshopper board of directors was aware of these interests and

 

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considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement (including the mergers), and in recommending that Grasshopper stockholders vote “FOR” the merger proposal. Such interests are described below. The mergers will be a “change in control” for purposes of the executive officers’ compensation and benefit plans and agreements described below.

Grasshopper’s executive officers for purpose of the discussion below are Michael Butler (President and Chief Executive Officer), Michael Lenahan (Chief Financial Officer), Christopher Tremont (Chief Digital Officer), Peter Chapman (Chief Technology Officer), Christopher Mastrangelo (Chief Risk Officer), and Steven Kerr (Chief Credit Officer). Grasshopper’s directors for purpose of the discussion below are Kirk Wycoff (Chairman), Daniel Altscher, Michael Butler, Jim Fitzgerald, John Flemming, Brian Graham, Boris Gutin, Jonah Marcus, Cantwell Muckenfuss, Karen Solomon and John Surgent.

Treatment of Shares of Grasshopper Common Stock, Grasshopper Stock Options and Grasshopper Warrants

Each of Grasshopper’s directors and executive officers will be entitled to receive, for each share of Grasshopper common stock he or she holds, the same per share merger consideration in the same manner as other Grasshopper common stockholders.

At the effective time, each Grasshopper stock option that is outstanding and unexercised immediately prior to the effective time will be fully vested then cancelled and converted into the right to receive from Enova a cash payment (less any required tax withholding) equal to the product, rounded up to the nearest cent, of (1) the number of shares of Grasshopper common stock subject to such Grasshopper stock option immediately prior to the effective time, multiplied by (2) the difference, if positive, between the per share cash value and the exercise price of the Grasshopper stock option. Any Grasshopper stock option with an exercise price that equals or exceeds the per share cash value will be canceled with no consideration being paid to the optionholder.

As of December 15, 2025, all of the Grasshopper stock options held by the non-employee directors, other than one award of Grasshopper stock options held by Mr. Muckenfuss, are out-of-the-money options (that is, the per share exercise price of such Grasshopper stock option equals or exceeds the per share cash value) and will be cancelled at the effective time without consideration. As of December 15, 2025, all of the Grasshopper stock options held by the executive officers and the one award of Grasshopper stock options held by Mr. Muckenfuss are in-the-money options, and the total number of outstanding Grasshopper stock options and estimated values payable with respect such Grasshopper stock options are as follows:

 

Executive Officers		Total number of outstanding vested Grasshopper  stock options(2) (#)				Total number of outstanding unvested Grasshopper stock options(3) (#)				Value of cash consideration for Grasshopper stock options(4) ($)
Michael Butler			610,000				830,000			$	8,343,600
Peter Chapman			60,000				70,000			$	779,700
Steven Kerr			10,000				25,500			$	184,245
Michael Lenahan			113,333				46,667			$	990,400
Christopher Mastrangelo			28,333				101,667			$	687,200
Christopher Tremont			113,333				66,667			$	1,094,200
Directors
Cantwell Muckenfuss(1)			7,000				1,000			$	17,070

 

(1)

Mr. Muckenfuss holds two awards of Grasshopper stock options. One award of Grasshopper stock options with respect to the purchase of 5,000 shares of Grasshopper common stock is out-of-the-money. The value of the closing consideration to be received by Mr. Muckenfuss reflects his remaining award of Grasshopper stock options with respect to the purchase of 3,000 shares of Grasshopper common stock.

 

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(2)	Amounts listed in this column reflect all outstanding Grasshopper stock options fully vested as of December 15, 2025.

(3)	Amounts listed in this column reflect all outstanding Grasshopper stock options unvested as of December 15, 2025.

(4)

Amounts listed in this column were calculated by multiplying, for each outstanding award of Grasshopper stock options held by such executive officer or director, as applicable, (i) the number of shares of Grasshopper common stock subject to such Grasshopper stock option, by (ii) excess of (A) the per share cash value (that is, $9.69) over (B) the exercise price payable per share of Grasshopper common stock underlying such Grasshopper stock option.

As of December 15, 2025, Mr. Muckenfuss and Mr. Flemming, directly or indirectly, hold Grasshopper warrants. The merger agreement provides that, prior to the effective time, Grasshopper agrees to take all actions that are reasonably necessary or advisable to cause any outstanding and unexercised Grasshopper warrant, whether vested or unvested, as of immediately prior to the effective time be canceled and the holder thereof will have no further rights with respect to such Grasshopper warrant, unless the holder of such Grasshopper warrant executes prior to the effective time a warrant cancelation agreement in form and substance reasonably satisfactory to Enova (which will include a full release of any rights each holder has with respect to a Grasshopper warrant, other than the cash payment described below), in which case such Grasshopper warrant subject to an executed warrant cancelation agreement will instead be canceled at the effective time without any consideration other than the right to receive from Enova at the effective time a cash payment (less any required withholding) payable to such holder of such Grasshopper warrants of a pro rata amount of the aggregate amount payable by Enova with respect to all the Grasshopper warrants of $2,500,000. Mr. Muckenfuss and Mr. Flemming each hold Grasshopper warrants for 12,500 shares (or 1.25% of all Grasshopper warrants) which constitutes a settlement amount of $18,973 each.

Existing Grasshopper Agreements with Executive Officers

Severance Entitlements

Grasshopper and Grasshopper Bank have entered into executive employment agreements, which we refer to, collectively, as the employment agreements and each an employment agreement, with each of Mr. Butler, Mr. Chapman, Mr. Lenahan and Mr. Tremont. The employment agreements provide for, among other things, enhanced severance payments if, in the event of a “change in control” (as defined in the employment agreements) of Grasshopper or Grasshopper Bank and the executive officer’s involuntary termination of employment for a reason other than for “cause” or upon the executive officer’s voluntary termination for “good reason” (as each is defined in the applicable employment agreement) within 12 months following a change in control (or for Mr. Tremont 24 months following a change in control; or for Mr. Butler, during the term of his employment and concurrent with or following a change in control). Pursuant to the employment agreements, subject to the executive officer’s execution of a release of claims, the executive officer would become entitled to: (i) a severance payment equal to a multiple (three times for Mr. Butler, two times for Mr. Tremont, and one times for Mr. Chapman and Mr. Lenahan) of the sum of the executive officer’s base salary and target bonus, payable in a lump sum within 60 days following the termination date, and (ii) reimbursement of (or, for Mr. Butler, payment of) a portion of coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended, equal to the employer paid portion of coverage as of immediately prior to termination, for the continuation of medical, dental and vision coverage for 12 months (or 36 months for Mr. Butler) after the executive officer’s qualifying termination of employment (for Mr. Butler, paid in a lump sum within 60 days following the termination date).

Additionally, each such executive officer has also entered into a restrictive covenants agreement relating to non-disclosure of confidential information, assignment of inventions, non-competition and non-solicitation.

Based on the Grasshopper Severance Policy dated March 26, 2025, which we refer to as the severance policy, severance for Mr. Mastrangelo and Mr. Kerr is available upon the executive’s termination of employment for a reason other than for “cause” (as defined in the severance policy) subject to the executive officer’s

 

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execution of a release of claims, with such severance equal to a number of weeks of base pay (as of the termination date) based on the executive officer’s completed years of service with Grasshopper. In accordance with the severance policy, upon a termination as of December 15, 2025, Mr. Mastrangelo would be entitled to six weeks of severance and Mr. Kerr would be entitled to three weeks of severance, in each case paid in either a lump sum or in regular installments consistent with normal payroll policy.

Settlement Agreements

Concurrently with the signing of the merger agreement, Grasshopper and Grasshopper Bank entered into settlement agreements with each of Mr. Butler, Mr. Chapman, Mr. Lenahan, and Mr. Tremont, which we refer to as the settlement agreements. Pursuant to the settlement agreements, (i) subject to each executive officer’s execution and non-revocation of a release of claims, Grasshopper will pay or cause to be paid, on the closing date or as of the date immediately prior to the closing date (but subject to the closing), a lump sum cash amount, as provided below, equal to the payments and benefits to which such executive officer would be entitled to receive pursuant to such executive officer’s employment agreement, as described above, in the event of such executive officer’s termination of employment without “cause” or for “good reason” concurrent with or following a “change in control” (or similar term) (as such terms are defined in the employment agreements) without regard to such executive’s termination of employment, and (ii) such executive officer’s employment agreement will be terminated. The Confidentiality, Non-Competition, Non-Solicitation and Assignment of Inventions Agreement between Grasshopper and each such executive officer will survive termination of the employment agreement.

 

Executive Officers		Payments Equal to Change of Control Severance as of the Date of the  Settlement Agreement ($)
Michael Butler			4,411,062
Peter Chapman			483,162
Michael Lenahan			459,792
Christopher Tremont			1,043,291

Retention Bonus

Grasshopper may enter into a retention bonus arrangement with each of Mr. Mastrangelo and Mr. Kerr prior to the effective time. Under the anticipated arrangement, each executive will earn a lump sum cash retention amount, in an amount not yet determined, if he remains employed with Grasshopper and Grasshopper Bank through the effective time.

Voting Agreements

Certain stockholders of Grasshopper have separately entered into the voting agreements pursuant to which they have agreed to, among other things: (1) appear at the Grasshopper special meeting or otherwise cause their shares of Grasshopper common stock to be counted as present at such meeting for purposes of calculating a quorum; and (2) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of their shares of Grasshopper common stock: (A) in favor of the approval of the merger proposal, and any actions required in furtherance thereof; and (B) against (x) any acquisition proposal, (y) any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Grasshopper under the merger agreement, and (z) any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the Grasshopper stockholders that is intended or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, frustrate the purposes of or adversely affect the mergers or the other transactions contemplated by the merger agreement or the voting agreements or the performance by Grasshopper of its obligations under the merger agreement. For additional information on the voting agreements, see the section entitled “The Merger Agreement—Voting Agreements.”

 

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Enova Arrangements with Executive Officers

Offer Letters

Concurrently with signing the merger agreement, each of Mr. Butler, Mr. Chapman, Mr. Lenahan, and Mr. Tremont entered into an offer letter with Enova, which provide for base salary, short-term incentive bonus opportunities, and long-term incentive, each as outlined below, and participation in Enova’s benefits and paid time off. Such offer letters will become effective only upon the occurrence of the effective time, and if the merger agreement is terminated, such offer letters will automatically terminate without future action by either party.

 

Executive Officers		Base Salary(1) ($)				2026 Short-Term Incentive Bonus Target(2) (% of Base Salary)				2027 Short-Term Incentive Bonus Target(3) (% of Base Salary)				2027 Annual Long- Term Incentive Target(4) (% of Base Salary)
Michael Butler		$	500,000				100	%			80	%			120	%
Peter Chapman		$	298,700				50	%			35	%			50	%
Michael Lenahan		$	300,554				50	%			35	%			50	%
Christopher Tremont		$	334,750				50	%			45	%			60	%

 

(1)	For Mr. Chapman, Mr. Lenahan, and Mr. Tremont, their base salary with Enova will be the greater of the listed base salary as of the date of the offer letter, and their salary with Grasshopper as of the effective time.

(2)	2026 short-term incentive bonuses are paid in cash and the executive officers must be employed with Grasshopper Bank at the time of Grasshopper Bank’s bonus payout date.

(3)	2027 short-term incentive bonuses are paid in cash and the executive officers must be employed with Grasshopper Bank at the time of Grasshopper Bank’s bonus payout date.

(4)	For Mr. Butler, long-term incentive awards will typically take the form of 50% restricted stock units and 50% stock options of Enova. For Mr. Chapman, Mr. Lenahan, and Mr. Tremont, long-term incentive awards will typically take the form of restricted stock units of Enova.

Director and Officer Indemnification and Insurance

The merger agreement provides that, for six years after the effective time, the surviving corporation will use its reasonable best efforts to maintain in effect Grasshopper’s existing directors’ and officers’ liability insurance policy or a comparable policy, capped at 250% of the annual premium payments paid on Grasshopper’s current policy. The surviving corporation will indemnify, defend and hold harmless the present and former directors and officers of Grasshopper and its subsidiaries, against liabilities in connection with any litigation, arising out of or pertaining to, the fact that such person is or was a director, officer, employee or agent of Grasshopper or any of its subsidiaries or at Grasshopper’s request of another corporation, partnership, joint venture, trust or other enterprise and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time (including matters, acts or omissions occurring in connection with the approval of the merger agreement and the transactions contemplated by the merger agreement), whether asserted or claimed prior to, at or after the effective time, to the fullest extent permitted under Grasshopper’s organizational documents in place on the date of the merger agreement and subject to applicable law.

Regulatory Approvals Required for the Mergers

The completion of the mergers and related transactions contemplated by the merger agreement is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approval from the Chicago Reserve Bank and/or the Federal Reserve and the OCC.

Subject to the terms of the merger agreement, both Enova and Grasshopper have agreed to cooperate with each other and use their reasonable best efforts to prepare all documentation, to effect all applications, notices,

 

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petitions and filings, and to obtain all permits and consents of all third parties and regulatory authorities that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the mergers. Enova and Grasshopper will file applications and notifications to obtain the required regulatory approvals, consents and waivers.

The merger of Grasshopper with and into Enova, and related transactions contemplated by the merger agreement, require regulatory approvals from the Chicago Reserve Bank and/or the Federal Reserve, and the OCC, including approvals from the Chicago Reserve Bank and/or the Federal Reserve pursuant to the Bank Holding Company Act for Enova become a bank holding company and to engage in certain nonbanking activities; approvals by the OCC pursuant to the National Bank Act and Bank Merger Act for the formation of Interim Bank and for Interim Bank and Grasshopper Bank to consummate the bank merger; and approvals from the OCC regarding a contribution of assets to the resulting bank and changes to the business plan of the resulting bank.

Although neither Enova nor Grasshopper knows of any reason why the parties cannot obtain regulatory approvals required to consummate the mergers in a timely manner, Enova and Grasshopper cannot be certain of when or if such approvals will be obtained.

The U.S. Department of Justice, or the DOJ has between 15 and 30 days following approval of the merger by the Chicago Reserve Bank and/or the Federal Reserve and approval of the bank merger by the OCC to challenge those approvals on antitrust grounds. While Enova and Grasshopper do not know of any basis on which the DOJ would challenge regulatory approvals by the Chicago Reserve Bank and/or the Federal Reserve or the OCC and believe that the likelihood of such action is remote, there can be no assurance that the DOJ will not initiate such proceedings, or if such a proceeding is initiated, as to the result of any such challenge.

Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations.

The approval of any notice or application merely implies satisfaction of regulatory criteria for approval, and does not include review of the mergers from the standpoint of the adequacy of the consideration to be received by, or fairness to, stockholders. Regulatory approval does not constitute an endorsement or recommendation of the mergers.

Enova and Grasshopper are not aware of any material regulatory approvals or actions that are required prior to the completion of the mergers other than those described in this proxy statement/prospectus. If any additional regulatory approvals or actions are required other than those described in this proxy statement/prospectus, Enova and Grasshopper presently intend to seek those approvals or actions. However, Enova and Grasshopper cannot assure you that any of these additional approvals or actions will be obtained.

Accounting Treatment

The merger will be accounted for by Enova as a business combination under the acquisition method in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed of Grasshopper will be recorded at their estimated fair values as of the acquisition date, and any excess of the purchase consideration over the fair value of net assets acquired will be recognized as goodwill. The financial results of Grasshopper will be included in Enova’s consolidated financial statements beginning on the acquisition date. Prior periods will not be retrospectively adjusted to include Grasshopper.

Public Trading Markets

Enova common stock trades on the NYSE under the symbol “ENVA.” Grasshopper common stock is not listed on a public exchange. The Enova common stock issuable in the merger will be listed on the NYSE.

Appraisal Rights

If the merger is completed, holders of record and beneficial owners of Grasshopper common stock who do not vote in favor of the merger proposal (whether by voting against the merger proposal, abstaining or otherwise

 

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not voting with respect to the merger proposal), who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Grasshopper common stock through the effective date of the merger, who otherwise comply with the statutory requirements of Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, and who do not withdraw their demands or otherwise lose their rights to appraisal are entitled to seek appraisal of their shares in connection with the merger in accordance with Section 262 of the DGCL, which we refer to as Section 262. Unless the context requires otherwise, all references in this summary to a “stockholder” are to a record holder of Grasshopper common stock. Unless the context requires otherwise, all references in this summary to a “beneficial owner” are to a person who is the beneficial owner of shares of Grasshopper common stock held either in voting trust or by a nominee on behalf of such person. Unless the context requires otherwise, all references in this summary to a “person” are to any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this proxy statement/prospectus by reference. The following summary does not constitute legal or other advice and does not constitute a recommendation that Grasshopper’s stockholders or beneficial owners exercise their appraisal rights under Section 262. Holders of record and beneficial owners of shares of Grasshopper common stock should carefully review the full text of Section 262 as well as the information discussed below.

Under Section 262, if the merger is completed, holders of record or beneficial owners of shares of Grasshopper common stock who (1) deliver a written demand for appraisal of such holder’s or owner’s shares of Grasshopper common stock to Grasshopper prior to the vote on the merger proposal, (2) do not vote in favor of the merger proposal (whether by voting against the merger proposal, abstaining or otherwise not voting with respect to the merger proposal), (3) continuously hold (in the case of a holder of record) or own (in the case of a beneficial owner) such shares through the effective date of the merger, (4) do not withdraw their demands or otherwise lose their rights to appraisal, and (5) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, will be entitled to have their shares of Grasshopper common stock appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Grasshopper common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be “fair value” from the effective date of the merger through the date of payment of the judgment. If you are a beneficial owner of shares of Grasshopper common stock and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand must also (1) reasonably identify the holder of record of the shares for which that demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of such shares of Grasshopper common stock and include a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by Grasshopper and to be set forth on the verified list required by Section 262.

After an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Grasshopper common stock who are otherwise entitled to appraisal rights unless (1) the total number of shares of Grasshopper common stock entitled to appraisal exceeds 1.0% of the outstanding shares of Grasshopper common stock eligible for appraisal, or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million. In this summary, Grasshopper refers to these conditions as the “ownership thresholds.” Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective date of the merger through the date of payment of the judgment at 5.0% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, Grasshopper makes a voluntary cash payment to

 

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each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time). Grasshopper is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a proposed merger for which appraisal rights are available is to be submitted for adoption and approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement/prospectus constitutes Grasshopper’s notice to Grasshopper’s stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

In connection with the merger, any holder of record or beneficial owner of shares of Grasshopper common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or owner’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder or beneficial owner who loses such holder’s or owner’s appraisal rights will be entitled to receive the merger consideration. Because of the complexity of the procedures for exercising appraisal rights, Grasshopper believes that if a stockholder or a beneficial owner is considering exercising such rights, that stockholder or beneficial owner should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Grasshopper common stock must do ALL of the following:

 

•

the stockholder or beneficial owner must not vote in favor of the merger proposal;

 

•

the stockholder or beneficial owner must deliver to Grasshopper a written demand for appraisal of such holder’s or owner’s shares of Grasshopper common stock before the vote on the merger proposal at the Grasshopper special meeting; and

 

•

the stockholder must continuously hold, or the beneficial owner must continuously own, the shares from the date of making the demand through the effective date of the merger.

Any person who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights or Grasshopper may file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such persons within 120 days after the effective date of the merger. Grasshopper is under no obligation to file any such petition and has no intention of doing so.

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of Grasshopper common stock who asserted appraisal rights unless one of the ownership thresholds is met.

For stockholders, because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, each stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the merger proposal, abstain or not vote his, her or its shares.

Written Demand

A stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Grasshopper, before the vote on the merger proposal at the Grasshopper special meeting, a written demand for the appraisal of such

 

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holder’s or beneficial owner’s shares of Grasshopper common stock. In addition, that stockholder or beneficial owner must not vote or submit a proxy in favor of the merger proposal. A vote in favor of the merger proposal, virtually at the Grasshopper special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal with respect to such shares. A stockholder exercising appraisal rights must hold of record the shares of Grasshopper common stock on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the merger. A beneficial owner exercising appraisal rights must own the shares of Grasshopper common stock on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the merger proposal. Neither voting against the merger proposal nor abstaining from voting or failing to vote on the merger proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the merger proposal at the Grasshopper special meeting will constitute a waiver of appraisal rights.

A holder of record of shares of Grasshopper common stock is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Grasshopper common stock by a holder of record must reasonably inform Grasshopper of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of Grasshopper common stock. A demand for appraisal in respect of shares of Grasshopper common stock should be executed by or on behalf of the beneficial owner and must reasonably inform Grasshopper of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (1) reasonably identify the holder of record of the shares of Grasshopper common stock for which the demand is made, (2) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which such beneficial owner consents to receive notices given by Grasshopper and to be set forth on the verified list required by Section 262.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Grasshopper Bancorp, Inc.

261 5th Avenue, Suite 610

New York, New York 10016

Demands for appraisal may not be submitted by electronic transmission. At any time within 60 days after the effective date of the merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such person’s demand for appraisal and to accept the merger consideration offered pursuant to the merger agreement by delivering to Grasshopper, as the surviving corporation in the merger, a written withdrawal of the demand for appraisal. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. However, this will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective date of the merger. Except with respect

 

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to any person who withdraws such person’s demand as described in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, that person will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the merger consideration being offered pursuant to the merger agreement.

If the merger is completed, within 10 days after the effective date of the merger, Grasshopper will notify each record holder of shares of Grasshopper common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the merger proposal, and any beneficial owner who has demanded appraisal in accordance with Section 262, that the merger has become effective, and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective date of the merger, but not thereafter, Grasshopper or any person who has complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on Grasshopper in the case of a petition filed by a person, demanding a determination of the value of the shares held by all persons entitled to appraisal. Grasshopper is under no obligation, and has no present intention, to file such a petition, and Grasshopper’s stockholders should not assume that Grasshopper will file such a petition or initiate any negotiations with respect to the “fair value” of the shares of Grasshopper common stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Grasshopper common stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from Grasshopper a statement setting forth the aggregate number of shares not voted in favor of the merger proposal and with respect to which Grasshopper has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares. Where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number. Grasshopper must send this statement to the requesting person within 10 days after receipt by Grasshopper of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a person and a copy thereof is served upon Grasshopper, Grasshopper will then be obligated within 20 days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by Grasshopper. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to Grasshopper and all of the persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery and the costs of any such notice are borne by Grasshopper.

After providing the foregoing notice, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder.

The Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of Grasshopper common stock who are otherwise entitled to appraisal rights unless both ownership thresholds are met.

 

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Determination of “Fair Value”

After the Delaware Court of Chancery determines the persons entitled to appraisal, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Grasshopper common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the “fair value.” In determining “fair value,” the Delaware Court of Chancery will take into account all relevant factors.

Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5.0% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. However, Grasshopper has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If Grasshopper makes such a voluntary cash payment, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by Grasshopper in such voluntary cash payment and the “fair value” of the shares as determined by the Delaware Court of Chancery, and (2) interest accrued before such voluntary cash payment, unless paid at that time.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining “fair value” in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of “fair value,” the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that “fair value” is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the “fair value” of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although Grasshopper believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of “fair value” as determined by the Delaware Court of Chancery, and holders of record and beneficial owners of Grasshopper common stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither Grasshopper nor Enova anticipates offering more than the merger consideration to any stockholder or beneficial owner exercising appraisal rights, and each of Grasshopper and Enova reserves the right to make a voluntary cash payment as described above and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Grasshopper common stock is less than the merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by Grasshopper pursuant to Section 262 who participated in the proceeding and

 

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incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal and not dismissed by the Delaware Court of Chancery or subject to such an award pursuant to a reservation of jurisdiction. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Grasshopper common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Grasshopper common stock will be deemed to have been converted at the Effective Time into the right to receive the merger consideration as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger, or if the person delivers to Grasshopper a written withdrawal of such person’s demand for appraisal and an acceptance of the merger consideration as provided in the merger agreement in accordance with Section 262.

From and after the effective date of the merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares of Grasshopper common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger). If no petition for an appraisal is filed within the time provided in Section 262, or if such person delivers to Grasshopper a written withdrawal of such person’s demand for an appraisal and an acceptance of the merger within 60 days after the effective date of the merger, the right of such person to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a person’s statutory appraisal rights. In that event, you will be entitled to receive the merger consideration for your shares in accordance with the merger agreement. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

 

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THE MERGER AGREEMENT

The following describes certain material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Mergers

The merger agreement provides that, among other things, (1) Grasshopper will merge with and into Enova, with Enova continuing as the surviving corporation in the merger, and (2) immediately following the merger, Interim Bank will merge with and into Grasshopper Bank, with Grasshopper Bank continuing as the surviving bank in the bank merger.

The Merger Consideration

If the merger is completed, each share of Grasshopper common stock, excluding certain specified shares owned by Enova or Grasshopper, which we refer to as the canceled shares, and shares held by stockholders who properly exercise appraisal rights, that is issued and outstanding immediately prior to the effective time, will be converted into the right to receive the per share merger consideration of (1) stock consideration consisting of the exchange ratio of approximately 0.038185 of a share of Enova common stock, with cash paid in lieu of fractional shares and (2) cash consideration consisting of $4.845. As described in more detail below, the per share merger consideration is subject to adjustment pursuant to the terms of the merger agreement such that the merger consideration to Grasshopper stockholders remains no higher than approximately $350 million in the aggregate, excluding cash paid for Grasshopper options and Grasshopper warrants.

Fractional Shares

Enova will not issue any fractional shares of Enova common stock in the merger. Instead, a Grasshopper stockholder who would otherwise be entitled to receive a fraction of a share of Enova common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (1) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of Enova common stock that such holder would otherwise be entitled to receive by (2) the average closing price.

Treatment of Grasshopper Stock Options

At the effective time, each Grasshopper stock option that is outstanding and unexercised immediately prior to the effective time will be fully vested then cancelled and converted into the right to receive from Enova a cash payment (less any required tax withholding) equal to the product, rounded up to the nearest cent, of (1) the number of shares of Grasshopper common stock subject to such Grasshopper stock option immediately prior to the effective time, multiplied by (2) the difference, if positive, between the per share cash value and the exercise price of the Grasshopper stock option. Any Grasshopper stock option with an exercise price that equals or exceeds the per share cash value will be canceled with no consideration being paid to the optionholder.

Treatment of Grasshopper Warrants

Prior to the effective time, Grasshopper will use reasonable best efforts to cause any outstanding and unexercised Grasshopper warrant, whether vested or unvested, as of immediately prior to the effective time be canceled and the holder thereof will have no further rights with respect to such Grasshopper warrant, unless the

 

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holder of such Grasshopper warrant executes prior to the effective time a warrant cancelation agreement in form and substance reasonably satisfactory to Enova (which will include a full release of any rights each holder has with respect to a Grasshopper warrant, other than the cash payment described below), in which case such Grasshopper warrant subject to an executed warrant cancelation agreement will instead be canceled at the effective time without any consideration other than the right to receive from Enova at the effective time a cash payment (less any required withholding) payable to such holder of such Grasshopper warrants of a pro rata amount of the aggregate amount payable by Enova with respect to all the Grasshopper warrants of $2,500,000.

Surviving Corporation Governing Documents and Board of Directors

At the effective time, the Enova charter and the Enova bylaws in effect immediately prior to the effective time will be the certificate of incorporation and bylaws of Enova as the surviving corporation of the merger, until duly amended or repealed in accordance with their respective terms and applicable law.

The directors and officers of Enova in office immediately prior to the effective time shall serve as the directors of Enova as the surviving corporation of the merger from and after the effective time in accordance with the certificate of incorporation and bylaws of Enova.

Closing and Effective Time

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived (subject to applicable law). Please see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger” below.

The merger will become effective as of the date and time specified in the certificate of merger to be filed with the Secretary of State of the State of Delaware. The bank merger will become effective immediately following the merger, as specified in the bank merger agreement.

In the merger agreement, we have agreed to cause the effective time to occur no sooner than the fifth business day nor later than the 10th business day of the month immediately following the month during which the satisfaction or waiver (subject to applicable law) of the last of the conditions specified in the merger agreement occurs, or, if Enova waives its rights to review and contest the closing financial statements (as discussed below), the effective time may occur on another date that is at least five business days following the satisfaction or waiver of the same, or on another mutually agreed date. It currently is anticipated that the effective time will occur in the second half of 2026, subject to the receipt of regulatory approvals and waivers and other customary closing conditions, but we cannot guarantee when or if the mergers will be completed.

As described below, if the merger is not completed by the termination date, either Enova or Grasshopper may choose to terminate the merger agreement at any time after that date provided that (1) the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement and (2) neither party may terminate the merger agreement during the determination of the final Grasshopper tier 1 leverage ratio pursuant to the terms of the merger agreement (including any period during which Grasshopper is taking action to increase Grasshopper tier 1 leverage ratio in accordance with the terms of the merger agreement).

Exchange Procedures

Exchange Agent

Enova will appoint an exchange agent for the purpose of exchanging shares of Grasshopper common stock for the merger consideration.

 

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Exchange Procedures

At or immediately prior to the effective time, Enova will deposit with the exchange agent the shares of Enova common stock and cash sufficient to fund the aggregate stock consideration, the aggregate cash consideration, any fractional share payments (to the extent then determinable), and any dividends or distributions payable under the merger agreement, which will be held in an exchange fund for the benefit of Grasshopper stockholders (other than canceled shares). As soon as reasonably practicable after the effective time, and in any event within five business days, Enova will cause the exchange agent to mail transmittal materials and instructions to holders of certificated or book-entry shares, specifying the procedures by which certificates or book-entry shares must be properly surrendered, together with completed transmittal documents, in order to receive the merger consideration. Upon proper surrender of shares of Grasshopper common stock in accordance with the instructions, each Grasshopper stockholder will be entitled to receive the merger consideration, consisting of shares of Enova common stock in book-entry form and cash for cash consideration, any fractional share payment, and any dividends or distributions to which the Grasshopper stockholder is entitled, and the surrendered shares will be canceled upon exchange. At the effective time, the stock transfer books of Grasshopper will be closed, and transfers of Grasshopper common stock will no longer be registered. Until surrendered, each certificated or book-entry share (other than canceled shares) will represent only the right to receive the merger consideration and any unpaid pre-closing dividends, and any such shares presented after the effective time will be canceled and exchanged in accordance with these procedures.

Withholding

Enova, the surviving corporation or the exchange agent, as applicable, will be entitled to deduct and withhold from the merger consideration, the cash in lieu of fractional shares of Enova common stock, cash dividends, distributions payable or any other cash amounts otherwise payable pursuant to the merger agreement to any person such amounts or property (or portions thereof) as it is required to deduct and withhold under the Code or any provision of applicable tax law. To the extent that any amounts are so deducted or withheld and are paid over to the appropriate regulatory authority, these amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made and will be paid over to the appropriate regulatory authority.

Dividends and Distributions

Enova and Grasshopper agreed to coordinate with each other regarding the declaration of any dividends in respect of Enova common stock (to the extent permitted by the merger agreement) and Grasshopper common stock and the record dates and payment dates relating thereto. Subject to applicable laws, following surrender of any such certificate or book-entry shares, the record holder of the whole shares of Enova common stock issued in exchange therefor, will be paid, without interest, (1) all dividends and other distributions payable in respect of any such whole shares of Enova common stock with a record date after the effective time and a payment date on or prior to the date of such surrender and not previously paid and (2) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Enova common stock.

Representations and Warranties

The merger agreement contains representations and warranties made, on the one hand, by Grasshopper to Enova and, on the other hand, by Enova to Grasshopper, which were made only for purposes of the merger agreement and as of specific dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the merger agreement, and in reviewing

 

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the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of Enova, Grasshopper or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Enova’s or Grasshopper’s public disclosures. The representations and warranties contained in the merger agreement do not survive the effective time. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or conditions of Enova or Grasshopper or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read in conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus and the other information contained in the reports, statements and filings that Enova publicly files with the SEC. For more information regarding these documents, please see the section entitled “Where You Can Find More Information.”

In the merger agreement, Grasshopper has made customary representations and warranties to Enova with respect to, among other things:

 

•

the due organization, valid existence, good standing and power and authority of Grasshopper and Grasshopper Bank;

 

•

Grasshopper’s authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement and the enforceability of the merger agreement against Grasshopper in accordance with its terms;

 

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the absence of conflicts with or breaches of Grasshopper’s or its subsidiaries’ governing instruments, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the transactions contemplated by the merger agreement;

 

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the required consents of regulatory authorities in connection with the transactions contemplated by the merger agreement;

 

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the capitalization of Grasshopper, including in particular the number of shares of Grasshopper common stock issued and outstanding, along with certain equity rights of Grasshopper and Grasshopper stock options;

 

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the capitalization of Grasshopper Bank;

 

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reports filed with regulatory authorities;

 

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financial matters;

 

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books and records;

 

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the absence of liabilities other than those liabilities incurred in the ordinary course of business, in connection with the merger agreement and the transactions contemplated thereby, or accrued or reserved against the consolidated balance sheet of Grasshopper as of December 31, 2024;

 

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the absence since December 31, 2024 of an event that has had a material adverse effect on Grasshopper, and Grasshopper and its subsidiaries having carried out their respective businesses in all material respects only in the ordinary course since December 31, 2024;

 

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tax matters;

 

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the assets of Grasshopper and Grasshopper Bank;

 

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intellectual property and privacy matters;

 

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environmental matters;

 

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•

compliance with laws and permits;

 

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compliance with the Community Reinvestment Act;

 

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labor relations;

 

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matters relating to employee benefit plans and the Employee Retirement Income Security Act of 1974, as amended;

 

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matters with respect to certain of Grasshopper’s contracts;

 

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agreements with regulatory authorities;

 

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investment securities;

 

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derivative transactions entered into for the account of Grasshopper and its subsidiary;

 

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legal proceedings;

 

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the accuracy of the information supplied by Grasshopper in this proxy statement/prospectus;

 

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the inapplicability of state anti-takeover statutes;

 

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receipt by the Grasshopper board of directors of the opinion from Grasshopper’s financial advisor;

 

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the lack of action by Grasshopper that is reasonably likely to prevent the merger or the bank merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, or impede or delay receipt of any of the requisite regulatory approvals;

 

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loan matters;

 

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deposit matters;

 

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allowance for credit losses;

 

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insurance matters;

 

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Office of Foreign Assets Control, and sanctions matters;

 

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the absence of undisclosed brokers’ fees and expenses;

 

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transactions with affiliates and insiders;

 

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investment advisor and broker-dealer matters;

 

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insurance agency matters; and

 

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absence of claims of indemnification.

In the merger agreement, Enova made customary representations and warranties to Grasshopper with respect to, among other things:

 

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the due organization, valid existence, good standing and power and authority of Enova;

 

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Enova’s authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement and the enforceability of the merger agreement against Enova in accordance with its terms;

 

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the absence of conflicts with or breaches of Enova’s or its subsidiaries’ governing instruments, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the transactions contemplated by the merger agreement;

 

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the required consents of regulatory authorities in connection with the transactions contemplated by the merger agreement;

 

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•

Enova’s capitalization, including in particular the number of shares of Enova common stock issued and outstanding;

 

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ownership of subsidiaries;

 

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reports filed with regulatory authorities;

 

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financial matters;

 

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books and records;

 

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auditor independence matters;

 

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the absence of liabilities other than those liabilities incurred in the ordinary course of business, in connection with the merger agreement and the transactions contemplated thereby, or accrued or reserved against the consolidated balance sheet of Enova as of December 31, 2024;

 

•

the absence since December 31, 2024 of an event that has had a material adverse effect on Enova, and Enova and its subsidiaries having carried out their respective businesses in all material respects only in the ordinary course since December 31, 2024;

 

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tax matters;

 

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compliance with laws and permits;

 

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legal proceedings;

 

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the accuracy of the information supplied by Enova in this proxy statement/prospectus;

 

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the inapplicability of state anti-takeover statutes;

 

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the lack of action by Enova that is reasonably likely to prevent the merger or the bank merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code, or materially impede or delay receipt of any of the requisite regulatory approvals;

 

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agreements with regulatory authorities;

 

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OFAC and sanctions matters;

 

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the absence of undisclosed brokers’ fees and expenses;

 

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the availability of funds necessary to consummate the merger and the transactions contemplated thereby; and

 

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data privacy and security matters.

The representations and warranties in the merger agreement do not survive the effective time and, as described below under the section entitled “—Effect of Termination,” if the merger agreement is validly terminated, the merger agreement will become void and have no effect (except with respect to designated provisions of the merger agreement, including, but not limited to, those related to payment of fees and expenses and the confidential treatment of information), unless a party breached the merger agreement.

Many of the representations and warranties in the merger agreement made by Grasshopper and Enova are qualified by a materiality or material adverse effect standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect).

Under the merger agreement, a “material adverse effect” is defined, with respect to a party and its subsidiaries, as any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate together with all other facts, circumstances, events, changes, effects, developments or occurrences, directly or indirectly, (1) has had or would reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, assets, liabilities (whether contingent or otherwise),

 

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prospects, privileges (whether contractual or otherwise), or business of such party and its subsidiaries taken as a whole, or (2) prevents or materially impairs the ability of such party to timely consummate the transactions contemplated by the merger agreement; provided, that in the case of the foregoing clause (1), a “material adverse effect” will not be deemed to include effects to the extent resulting from the following (except, in certain circumstances, to the extent that the effects of such change disproportionately affect such party and its subsidiaries, taken as a whole, as compared to other companies of similar size in the industry in which such party and its subsidiaries operate):

 

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changes after the date of the merger agreement in U.S. generally accepted accounting principles, which we refer to as GAAP, or regulatory accounting requirements;

 

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changes after the date of the merger agreement in laws of general applicability to companies in the financial services industry;

 

•

changes after the date of the merger agreement in global, national or regional political conditions or general economic or market conditions in the United States (and with respect to each of Grasshopper and Enova, in the respective markets in which they operate), including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets affecting other companies in the financial services industry;

 

•

after the date of the merger agreement, general changes in the credit markets or general downgrades in the credit markets;

 

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failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including any underlying causes thereof unless separately excluded hereunder, or changes in the trading price of a party’s common stock, in and of itself, but not including any underlying causes unless separately excluded under the merger agreement;

 

•

the public disclosure of the merger agreement and the impact thereof on relationships with customers or employees (except with regard to a breach of any covenant, representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated hereby);

 

•

any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism;

 

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the taking of any action by Enova, or the taking of any action by Grasshopper that is expressly approved in writing by Enova or that is expressly required by the merger agreement; or

 

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the failure to take any action by Grasshopper prohibited by the merger agreement (as more fully described in the section below entitled “—Covenants and Agreements—Conduct of Business Prior to the Effective Time”) with respect to which Enova has refused, upon Grasshopper’s written request, to grant its consent.

Covenants and Agreements

Conduct of Business Prior to the Effective Time

Grasshopper has agreed that prior to the effective time or the termination of the merger agreement, unless the prior written consent of Enova has been obtained (which Enova may not unreasonably withhold, condition or delay) and except for certain exceptions, as required by applicable law and as otherwise expressly contemplated by the merger agreement or required by law, it will, and will cause Grasshopper Bank to, (1) operate its business only in the ordinary course (as defined in the merger agreement) and (2) use its reasonable best efforts to preserve intact its business (including its organization, assets, goodwill and insurance coverage), and maintain its rights, permits, franchises, business relationships with customers, vendors, strategic partners, suppliers, distributors and others doing business with it, and the services of its officers and key employees.

Additionally, Grasshopper has agreed that until the earlier of the effective time or the termination of the merger agreement, unless the prior written consent of Enova has been obtained (which Enova may not

 

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unreasonably withhold, condition or delay) and except for certain exceptions and as otherwise expressly contemplated in the merger agreement or required by law, Grasshopper will not do, or permit Grasshopper Bank to do, any of the following:

 

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amend or waive the Grasshopper charter, the Grasshopper bylaws or other comparable governing instruments of Grasshopper Bank;

 

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incur, assume, guarantee, endorse or otherwise as an accommodation become responsible for any additional debt obligation or other obligation for borrowed money (other than indebtedness of Grasshopper to Grasshopper Bank or of Grasshopper Bank to Grasshopper, the creation of deposit liabilities, purchases of federal funds, federal funds borrowings from the Federal Home Loan Bank or sales of certificates of deposit incurred in the ordinary course);

 

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(1) subject to certain exceptions, repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares, or any securities convertible into or exchangeable or exercisable for any shares, of the capital stock of Grasshopper or Grasshopper Bank, or (2) make, declare, pay or set aside for payment any dividend or set any record date for or declare or make any other distribution in respect of Grasshopper’s capital stock or other equity interests;

 

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subject to certain exceptions, issue, grant, sell, pledge, dispose of, encumber, authorize or propose the issuance of, enter into any contract to issue, grant, sell, pledge, dispose of, encumber, or authorize or propose the issuance of, or otherwise permit to become outstanding, any additional shares of Grasshopper common stock or any other capital stock of Grasshopper or Grasshopper Bank, or any equity rights with respect to the securities of Grasshopper or its subsidiaries;

 

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adopt or implement any stockholder rights plan or similar arrangement;

 

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directly or indirectly adjust, split, combine or reclassify any capital stock or other equity interest of Grasshopper or Grasshopper Bank or issue or authorize the issuance of any other securities in respect of or in substitution for shares of Grasshopper common stock, or sell, transfer, lease, mortgage, permit any lien on, or otherwise dispose of, discontinue or otherwise encumber, (1) any shares of capital stock or other equity interests of Grasshopper or Grasshopper Bank (unless any such shares of capital stock or other equity interests are sold or otherwise transferred to Grasshopper or Grasshopper Bank) or (2) any asset other than pursuant to contracts in force at the date of the merger agreement or sales of investment securities in the ordinary course;

 

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(1) purchase any securities or make any acquisition of or investment in (except in the ordinary course), either by purchase of stock or other securities or equity interests, contributions to capital, asset transfers, purchase of any assets (including any investments or commitments to invest in real estate or any real estate development project) or other business combination, or by formation of any joint venture or other business organization or by contributions to capital (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course), any person other than Grasshopper or its subsidiaries, or otherwise acquire direct or indirect control over any person, or (2) enter into a plan of consolidation, merger, share exchange, share acquisition, reorganization, recapitalization or complete or partial liquidation or dissolution, or a letter of intent, memorandum of understanding or agreement in principle with respect thereto;

 

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other than as required pursuant to the terms of a Grasshopper benefit plan as of the date of the merger agreement, (1) grant any increase in compensation or benefits to the employees or officers of Grasshopper or Grasshopper Bank, except for merit-based or promotion-based increases in annual base salary or wage rate for employees in the ordinary course that do not exceed, in the aggregate, six percent of the aggregate cost of all employee annual base salaries and wages in effect as of the date of the merger agreement or for annual renewals of the Grasshopper benefit plans providing health and welfare benefits in the ordinary course; (2) accelerate the vesting of any equity based awards or other compensation; (3) pay any (x) severance or termination pay or (y) any bonus, in either case other than

 

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pursuant to the terms of a Grasshopper benefit plan in effect on the date of the merger agreement and in the case of clause (x) subject to receipt of a standard release of claims from the employee, and in the case of clause (y) to the extent required under the terms of Grasshopper benefit plan without the exercise of any upward discretion; (4) enter into, amend, or increase the benefits payable under any severance, change in control, retention, bonus, collective bargaining agreement or similar agreement or arrangement with employees or officers of Grasshopper or Grasshopper Bank, other than the establishment of annual bonuses and commissions for the 2026 calendar year in the ordinary course; (5) fund any rabbi trust or similar arrangement; (6) terminate the employment or services of any officer or any employee whose annual base compensation is greater than $200,000, other than for cause; (7) hire any officer, employee, independent contractor or consultant (who is a natural person) in the United States who has annual base compensation greater than $250,000; (8) implement or announce any employee layoff that would reasonably be expected to implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended; (9) waive any stock repurchase rights, or grant, accelerate, amend or change the period of exercisability or vesting of any equity rights or restricted stock, or authorize cash payments in exchange for any equity rights (except to the extent necessary to comply with the merger agreement); or (10) establish, adopt or enter into any plan, agreement or arrangement, or otherwise commit to, gross up or indemnify, or otherwise reimburse any person for any tax, including under Sections 409A or 4999 of the Code;

 

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enter into, amend or renew any employment contract between Grasshopper or Grasshopper Bank and any person requiring payments thereunder in excess of $250,000 in any 12-month period that Grasshopper or Grasshopper Bank do not have the unconditional right to terminate without liability (other than liability for services already rendered), at any time on or after the effective time;

 

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except with respect to an existing Grasshopper benefit plan that is intended to be tax-qualified and in the opinion of counsel is necessary or advisable to maintain the tax qualified status or with respect to annual renewals of Grasshopper benefit plans providing annual bonus or health and welfare benefits in the ordinary course, (1) adopt or establish any plan, policy, program or arrangement that would be considered a Grasshopper benefit plan if such plan, policy, program or arrangement were in effect as of the date of the merger agreement, (2) amend in any material respect any existing Grasshopper benefit plan, terminate or withdraw from, or amend, any Grasshopper benefit plan; or (3) make any distributions from such Grasshopper benefit plans, except as required or permitted by the terms of such plans as of the date of the merger agreement;

 

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except in each case as may be required to conform to changes in applicable tax laws, regulatory accounting requirements or GAAP, as applicable, make any change in any accounting principles, practices or methods or systems of internal accounting controls; or make or change any tax election, tax accounting method, taxable year or period; file any amended tax return or file claims for material tax refunds, stop maintaining withholding certificates in respect of any person required to be maintained under the Code or the treasury regulations or agree to an extension or waiver of any statute of limitations with respect to the assessment or determination of taxes; settle or compromise any tax liability of Grasshopper or any of its subsidiaries, enter into any closing agreement with respect to any tax; or surrender any right to claim a tax refund;

 

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write up, write down or write off the book value of any assets, except in accordance with GAAP;

 

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commence any litigation other than in the ordinary course, or settle, waive or release or agree or consent to the issuance of any order in connection with any litigation (1) involving any liability of Grasshopper or Grasshopper Bank for money damages in excess of $100,000 in the aggregate or that would impose any restriction on the operations, business or assets of Grasshopper or Grasshopper Bank, or the surviving corporation or (2) arising out of or relating to the transactions contemplated by the merger agreement;

 

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enter into, renew, extend, modify, amend or terminate specified contracts, or waive, release, compromise or assign any material rights or claims under specified contracts;

 

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(1) enter into any new line of business or change in any material respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), (2) implement any material change in acceptable credit risk to Grasshopper or Grasshopper Bank’s business portfolio, including changes in risk implemented by the credit committee of Grasshopper or Grasshopper Bank, or (3) change its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service loans except as required by rules or policies imposed by a regulatory authority;

 

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make, or commit to make, any capital expenditures in excess of $250,000 individually or $500,000 in the aggregate;

 

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except as required by applicable regulatory authorities, make any material changes in its policies and practices with respect to insurance policies including materially reducing the amount of insurance coverage currently in place or failing to renew or replace any existing insurance policies;

 

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change or restructure its investment securities portfolios, its investment securities practice or policies, its hedging practices or policies, or change its policies with respect to the classification or reporting of such portfolios or invest in any mortgage-backed or mortgage related securities which would be considered “high-risk” securities under applicable regulatory pronouncements, or, other than in the ordinary course in compliance with its policies, change its interest rate exposure through purchases, sales or otherwise, or the manner in which its investment securities portfolios are classified or reported;

 

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alter its interest rate or fee pricing policies with respect to depository accounts of Grasshopper Bank or waive any fees with respect thereto, other than in the ordinary course in compliance with its policies;

 

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take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the merger or the bank merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

 

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make or acquire any loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any loan, or amend or modify in any material respect any loan (including in any manner that would result in any additional extension of credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market value thereof as determined by Grasshopper), other than in the ordinary course in compliance with Grasshopper Bank’s underwriting policy and related loan policies in effect as of the date of the merger agreement without utilization of any of the exceptions provided in such underwriting policy and related Loan policies, subject to certain exceptions; provided, that if Enova does not respond to a request for consent within two business days of having received such request together with the relevant loan package and all other material information relating thereto, such non-response will be deemed to constitute consent;

 

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book any “brokered deposits”, as such term is defined in 12 C.F.R. § 337.6, with respect to the Grasshopper’s and Grasshopper Bank’s core banking business, other than in the ordinary and usual course consistent with past practice, and, in any event, such brokered deposits shall not exceed 25% of the Grasshopper’s total liabilities, defined per the methodology of Grasshopper’s call report;

 

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cancel, compromise, waive, or release any material indebtedness owed to any person or any rights or claims held by any person, except for (1) sales of loans and sales of investment securities, in each case in the ordinary course, or (2) as expressly required by the terms of any contracts in force at the date of the merger agreement, and in any event without recourse;

 

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permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or make any application to open, relocate or close any branch or other facility;

 

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