CPSS Sets Shareholder Meeting: Key Votes on Directors, Equity Plan

TL;DR

**CPSS is pushing through a new equity plan and re-electing its long-standing CEO, signaling business as usual, but watch for potential dilution.**

AI Summary

Consumer Portfolio Services, Inc. (CPSS) is holding its annual shareholder meeting on November 19, 2025, to address several key proposals. Shareholders will vote on the election of nine directors, including CEO Charles E. Bradley, Jr., for one-year terms. The company also seeks ratification of Crowe LLP as its independent auditors for the fiscal year ending December 31, 2025. A significant proposal involves the approval of the Company's 2025 Equity Incentive Plan, which could impact executive compensation and shareholder dilution. Additionally, shareholders will cast advisory votes on named executive officer compensation and the frequency of future advisory votes on executive pay, with the Board recommending a '1 YEAR' frequency. The record date for voting eligibility was October 23, 2025, with 22,071,046 shares of CPS Common Stock outstanding. The Board recommends 'FOR' all proposals, including the election of all nine director nominees and the 2025 Equity Incentive Plan.

Why It Matters

This DEF 14A filing outlines critical governance decisions for CPSS, directly impacting investor confidence and future performance. The approval of the 2025 Equity Incentive Plan could significantly influence executive retention and motivation, but also potentially dilute existing shareholder value. Ratifying Crowe LLP ensures continued financial oversight, a crucial factor for maintaining transparency and trust in a competitive subprime auto lending market. For employees, the equity plan could offer new incentives, while customers might see indirect impacts from a stable, well-governed company. The advisory votes on executive compensation and its frequency reflect a growing trend in corporate governance, giving shareholders a voice in how leadership is rewarded, a key differentiator in the financial services sector.

Risk Assessment

Risk Level: medium — The approval of the 2025 Equity Incentive Plan introduces potential dilution for existing shareholders, as new shares or options could be issued. While the filing doesn't provide specific financial details of the plan, any significant increase in outstanding shares could negatively impact per-share earnings. The re-election of a long-standing board, including CEO Charles E. Bradley, Jr. who has served since 1991, suggests continuity but could also indicate a lack of fresh perspectives or challenges to existing strategies.

Analyst Insight

Investors should carefully review the full details of the 2025 Equity Incentive Plan once available to assess potential dilution and its impact on shareholder value. Vote 'FOR' or 'AGAINST' the plan based on your assessment of its long-term benefits versus short-term dilution. Consider the implications of the board's recommendation for a '1 YEAR' frequency on executive compensation votes, as this provides more frequent shareholder input.

Key Numbers

• 22,071,046 — Shares of CPS Common Stock outstanding (As of the record date, October 23, 2025, each share is entitled to one vote.)
• November 19, 2025 — Annual Meeting Date (Date shareholders will vote on proposals.)
• October 23, 2025 — Record Date (Date for determining shareholders entitled to vote.)
• 9 — Number of Directors Nominated (All directors are nominated for a one-year term.)
• 10:00 a.m. — Annual Meeting Time (Local time for the shareholder meeting.)
• 1991 — Year Charles E. Bradley, Jr. became CEO (Indicates long tenure of current CEO.)
• 2025 — Fiscal Year for Auditor Ratification (Crowe LLP is proposed as independent auditors for this fiscal year.)
• 2025 — Year of Proposed Equity Incentive Plan (Shareholders will vote on the approval of this plan.)
• 1 YEAR — Recommended Frequency for Say-on-Pay Vote (Board's advisory recommendation for future executive compensation votes.)
• 3800 Howard Hughes Parkway, Suite 1400, Las Vegas, Nevada 89169 — Annual Meeting Location (Physical address of the meeting.)

Key Players & Entities

• CONSUMER PORTFOLIO SERVICES, INC. (company) — Registrant
• Charles E. Bradley, Jr. (person) — Chief Executive Officer and Chairman of the Board
• Crowe LLP (company) — Independent auditors
• Brian Rayhill (person) — Secretary and Audit Committee Chairman
• Stephen H. Deckoff (person) — Director and Managing Principal of Black Diamond Capital Management, L.L.C.
• Louis M. Grasso (person) — Director and Audit Committee member
• William W. Grounds (person) — Director
• William B. Roberts (person) — Director since March 1991
• James E. Walker III (person) — Director and President and Senior Managing Director of Black Diamond Capital Management
• Daniel S. Wood (person) — Director and Audit Committee member

FAQ

Industry Context

Consumer Portfolio Services, Inc. operates in the auto finance sector, providing indirect automobile financing for purchases of new and used vehicles. The industry is characterized by competition from banks, credit unions, and other finance companies, with profitability sensitive to interest rates, credit quality of borrowers, and regulatory changes. The company's performance is tied to the broader automotive sales market and consumer credit conditions.

Regulatory Implications

As a financial services company, CPSS is subject to various federal and state regulations governing lending practices, consumer protection, and data privacy. Changes in these regulations, such as those related to fair lending or interest rate caps, could impact the company's operations and profitability. The proposed Equity Incentive Plan also falls under regulatory scrutiny regarding its structure and potential impact on corporate governance.

What Investors Should Do

1. Vote on director nominees: Shareholders are urged to vote 'FOR' all nine director nominees to ensure continuity on the Board.
2. Ratify independent auditors: Vote 'FOR' the ratification of Crowe LLP as the independent auditors for fiscal year 2025.
3. Approve executive compensation: Cast an advisory vote 'FOR' the approval of named executive officer compensation.
4. Approve 2025 Equity Incentive Plan: Vote 'FOR' the approval of the proposed 2025 Equity Incentive Plan, which may impact future compensation and shareholder dilution.
5. Determine frequency of Say-on-Pay: Vote '1 YEAR' for the frequency of future advisory votes on executive compensation, as recommended by the Board.

Key Dates

• 2025-11-19: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, executive compensation, and the 2025 Equity Incentive Plan.
• 2025-10-23: Record Date — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End for Auditor Ratification — Crowe LLP is proposed as independent auditors for this fiscal year.
• 2025-10-30: Mailing of Proxy Materials — Shareholders receive the proxy statement and annual report for the 2025 meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information for shareholders regarding an upcoming annual meeting, including proposals to be voted on, director nominees, and executive compensation. (This document is the proxy statement for Consumer Portfolio Services, Inc.'s annual meeting.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares at a meeting. (Shareholders are asked to complete and return a proxy card to vote on the proposals if they cannot attend the meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 23, 2025, is the record date for determining voting eligibility for the November 19, 2025, annual meeting.)

Independent Auditors

An external accounting firm hired by a company to audit its financial statements and provide an independent opinion on their fairness and accuracy. (Shareholders will vote to ratify the appointment of Crowe LLP as the company's independent auditors for the fiscal year ending December 31, 2025.)

Named Executive Officer (NEO)

The top executive officers of a company, typically including the CEO, CFO, and other highest-paid individuals, whose compensation is disclosed in proxy statements. (Shareholders will vote on an advisory resolution regarding the compensation of these officers.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and executives as a form of compensation. (Shareholders will vote on the approval of the Company's 2025 Equity Incentive Plan.)

Say-on-Pay Vote

An advisory (non-binding) shareholder vote on the compensation of a company's named executive officers. (Shareholders will vote on an advisory resolution on NEO compensation and the frequency of future such votes.)

Street Name

Shares of stock that are held by a broker or other financial institution on behalf of the beneficial owner, rather than being registered in the owner's name. (Explains how shareholders whose shares are held in street name can vote their shares.)

Year-Over-Year Comparison

This filing pertains to the 2025 annual meeting, with the proxy materials being made available on or about October 30, 2025. The previous filing would have been for the 2024 annual meeting. Key differences will likely include updated financial performance metrics for the fiscal year ending December 31, 2024, and potentially new or revised proposals such as the 2025 Equity Incentive Plan, compared to the proposals presented in the prior year's proxy statement.

Key Financial Figures

• $1.8 billion — years, PFC Corporation originated over $1.8 billion of mortgage loans, and issued $1.8 bill
• $5 billion — f Infinity World Development Corp was a $5 billion investment in the CityCenter mixed use

Filing Documents

• cpss_idef14a.htm (DEF 14A) — 681KB
• pic1.jpg (GRAPHIC) — 288KB
• pic2.jpg (GRAPHIC) — 269KB
• pic3.jpg (GRAPHIC) — 253KB
• image_001.jpg (GRAPHIC) — 152KB
• image_002.jpg (GRAPHIC) — 207KB
• image_003.jpg (GRAPHIC) — 152KB
• image_004.gif (GRAPHIC) — 138KB
• 0001683168-25-007815.txt ( ) — 4960KB
• cpss-20241231.xsd (EX-101.SCH) — 6KB
• cpss-20241231_def.xml (EX-101.DEF) — 9KB
• cpss-20241231_lab.xml (EX-101.LAB) — 62KB
• cpss-20241231_pre.xml (EX-101.PRE) — 47KB
• cpss_idef14a_htm.xml (XML) — 161KB

From the Filing

CONSUMER PORTFOLIO SERVICES, INC. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) _________________ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CONSUMER PORTFOLIO SERVICES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF CONSUMER PORTFOLIO SERVICES, INC. 3800 Howard Hughes Parkway, Suite 1400, Las Vegas, Nevada 89169 Phone: 949-753-6800 The annual meeting of the shareholders of Consumer Portfolio Services, Inc. (the "Company") will be held at 10:00 a.m., local time, on Wednesday, November 19, 2025, at the Company's Nevada office at 3800 Howard Hughes Parkway, Suite 1400, Las Vegas, Nevada 89169, for the following purposes: 1. To elect directors named in the accompanying proxy statement to the Company's Board of Directors each for a one-year term. 2. To ratify the appointment of Crowe LLP as the Company's independent auditors for the fiscal year ending December 31, 2025. 3. To approve an advisory resolution on named executive officer compensation. 4. To approve the Company's 2025 Equity Incentive Plan. 5. To vote on an advisory resolution as to the frequency of future advisory votes on named executive officer compensation. Shareholders will also transact such other business as may properly come before the Company's 2025 annual meeting of shareholders. Only shareholders of record at the close of business on Thursday, October 23, 2025 are entitled to notice of and to vote at the meeting. Whether or not you expect to attend the meeting in person, please complete, date, and sign the enclosed proxy exactly as your name appears thereon and promptly return it in the envelope provided, which requires no postage if mailed in the United States. Proxies may be revoked at any time and, if you attend the meeting in person, your executed proxy will be returned to you upon request. By Order of the Board of Directors Brian Rayhill, Secretary Dated: October 28, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 19, 2025. The Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2024 are available at www.consumerportfolio.com/AnnualMeeting2025.html. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY CARD IN THE PRE-ADDRESSED RETURN ENVELOPE PROVIDED. IF GIVEN, YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT. CONSUMER PORTFOLIO SERVICES, INC. 3800 Howard Hughes Parkway, Suite 1400 Las Vegas, Nevada 89169 949-753-6800 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 19, 2025 __________ INTRODUCTION This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Consumer Portfolio Services, Inc. (the "Company" or "CPS") for use at the annual meeting of the shareholders and any adjournments or postponements thereof (the "Annual Meeting") scheduled to be held at 10:00 A.M. local time on Wednesday, November 19, 2025 at the Company's office at 3800 Howard Hughes Parkway, Suite 1400, Las Vegas, Nevada 89169. All shares represented by properly executed proxies received in time will be voted at the Annual Meeting and, where the manner of voting is specified on the proxy, will be voted in accordance with such specifications. Any shareholder who executes and returns a proxy may revoke it at any time prior to the voting of the proxy by giving written notice to the Secretary of the Company, by executing a later-dated proxy, or by attending the meeting and giving oral notice of revocation to the Secretary of the Company. The Board has fixed the close of business on Thursday, October 23, 2025, as the record date ("Record Date") for determining the holders of outstanding shares of the Company's Common Stock, without par value ("CPS Common Stock") entitled to notice of, and to vote at the Annual Meeting. On that date, there were 22,071,046 shares of CPS Common Stock issued and outstanding. Each such share of CPS Common Stock is entitled to on

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