易诺华国际美股招股说明书(2025-12-31版)

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Grasshopper Bancorp, Inc.: On December10, 2025, Enova International, Inc., which we refer to as Enova, a Delaware corporation, and Grasshopper Bancorp, Inc., which werefer to as Grasshopper, a Delaware corporation and the parent holding company of Grasshopper Bank, N.A., a national bank and wholly-ownedsubsidiary of Grasshopper, which we refer to as Grasshopper Bank, entered into an Agreement and Plan of Merger, as amended on December18, 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)Grasshopperwill merge with and into Enova, with Enova continuing as the surviving corporation, which we refer to as the merger, and (2)immediately following themerger, an interim national bank and wholly owned subsidiary of Enova to be formed following the date hereof will merge with and into GrasshopperBank, 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. If the merger is completed, each share of common stock, par value $0.01 per share, of Grasshopper, which we refer to as Grasshopper commonstock, excluding certain specified shares owned by Enova or Grasshopper and shares held by stockholders who properly exercise appraisal rights, that isissued and outstanding immediately prior to the completion of the merger, will be converted into the right to receive (i)approximately 0.038185 of ashare, or the exchange ratio, of common stock par value $0.00001 per share, of Enova, which we refer to as Enova common stock, with cash paid in lieuof fractional shares, which we refer to as stock consideration and (ii)$4.845, which we refer to as cash consideration. We refer to stock considerationand cash consideration collectively as the per share merger consideration.The per share merger consideration is subject to adjustment pursuant to theterms of the merger agreement such that the total consideration for all outstanding shares of Grasshopper common stock remains no higher thanapproximately $350million in the aggregate (excluding cash paid for Grasshopper options and Grasshopper warrants), which we refer to as the mergerconsideration. Although the exchange ratio is fixed, the market value of stock consideration will fluctuate with the price of Enova common stock. Shares ofEnova common stock are listed on the New York Stock Exchange under the ticker symbol “ENVA.” Shares of Grasshopper common stock are notpublicly traded. The following table sets forth the closing sale prices per share of Enova common stock on December10, 2025, the last trading daybefore the public announcement of the signing of the merger agreement, and on December26, 2025, the latest practicable trading day before the printingdate of this proxy statement/prospectus. The table also shows the implied value of per share merger consideration on December10, 2025, the last tradingday before the public announcement of the signing of the merger agreement, and on December26, 2025, the latest practicable trading day before theprinting date of this proxy statement/prospectus, determined by multiplying the closing price of Enova common stock on such dates by the exchangeratio of approximately 0.038185, and adding $4.845.We urge you to obtain current market quotations for Enova common stock. December10, 2025December 26, 2025 Based on the number of shares of Grasshopper common stock outstanding as of December 26, 2025, Enova currently expects to issueapproximately 1,551,801 shares of Enova common stock in connection with the merger. However, an increase or decrease in the number of outstandingshares of Grasshopper common stock prior to completion of the merger could cause the actual number of shares issued in connection with the merger tochange. Table of Contents Grasshopper will hold a special meeting of its stockholders in connection with the proposed merger. In addition to other conditions to thecompletion of the mergers, Enova and Grasshopper cannot complete the proposed mergers unless holders of shares of voting common stock ofGrasshopper vote to adopt the merger agreement and the transactions contemplated thereby, including the mergers. The Grasshopper board of directorsis providing this proxy statement/prospectus to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, thisproxy statement/prospectus is also being delivered to Grasshopper stockholders as Enova’s prospectus for its offering of Enova common stock inconnection with the merger. Your vote is very important. To ensure your representation at the Grasshopper special meeting, please complete, sign, date and return the enclosedproxy card (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the Grasshopper spe