[8-K/A] Altisource Portfolio Solutions S.A. Amends Material Event Report

Rhea-AI Filing Summary

Altisource Portfolio Solutions S.A. filed an amendment correcting the transposed trading symbols for its stakeholder warrants and furnished the full disclosures from its earlier current report. Shareholders approved a one-for-eight share consolidation, consolidating 88,951,925 pre-consolidation shares into 11,118,990 post-consolidation shares and a related decrease in stated share capital from USD 889,519.25 to USD 111,189.90, with the difference allocated to the share premium account.

The company re-elected its slate of directors with strong majorities and appointed RSM US LLP (independent registered public accounting firm) and Atwell S.à r.l. (certified auditor). Shareholder votes show substantial support across proposals and the adoption of a minimum quorum of 33 1/3% to align with Nasdaq rules. A press release about the Extraordinary Meeting and fractional-share treatment was furnished as Exhibit 99.1.

Positive

• Share consolidation approved: 1-for-8 consolidation converting 88,951,925 shares into 11,118,990 post-consolidation shares
• Capital restructure approved: stated share capital decreased to USD 111,189.90 with excess allocated to the share premium account
• Strong shareholder support: directors re-elected and statutory accounts and auditor appointments passed with substantial affirmative votes
• Governance alignment with Nasdaq: minimum quorum of 33 1/3% adopted to comply with Nasdaq Rule 5620(c)
• Disclosure corrected: filing amends transposed trading symbols for the Company’s Cash Exercise and Net Settle Stakeholder Warrants

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Share consolidation, capital reclassification and quorum changes were approved with decisive shareholder support, reflecting clear governance actions.

The shareholder approvals for the 1-for-8 share consolidation and related capital reduction are material corporate-structure changes that were passed by wide margins, indicating aligned shareholder intent to simplify the capital structure. The adoption of a minimum quorum of 33 1/3% standardizes meeting thresholds with Nasdaq requirements. Re-election of directors and appointment of external auditors received strong affirmative votes, which reduces near-term governance risk. High broker non-votes are present on some matters but did not prevent passage.

Financial Analyst

TL;DR: Firm corporate actions approved; consolidation and capital decrease are bookkeeping and structural moves with clear shareholder backing.

Approvals to consolidate 88,951,925 shares into 11,118,990 shares and to decrease stated capital to USD 111,189.90 are explicit capital-structure adjustments recorded in the meeting results. Auditor appointments and approval of the Luxembourg statutory accounts were also ratified by shareholders. Vote totals show consistent majorities in favor across proposals, with broker non-votes noted on several Extraordinary Meeting items. The company furnished a press release detailing the consolidation mechanics and fractional-share treatment as Exhibit 99.1.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2025

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Exact name of Registrant as specified in its Charter)

Luxembourg

001-34354

98-0554932

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

33, Boulevard Prince Henri

L-1724 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices including zip code)

+352 2060 2055

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ASPS

The Nasdaq Stock Market LLC

Cash Exercise Stakeholder Warrants

ASPSZ

The Nasdaq Stock Market LLC

Net Settle Stakeholder Warrants

ASPSW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.						☐

Explanatory Note

Altisource Portfolio Solutions S.A. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2025 (the “Original Form 8-K”) solely for the purpose of correcting the inadvertent transposition of the trading symbols of the Company’s Cash Exercise Stakeholder Warrants and Net Settle Stakeholder Warrants on the cover page of the Original Form 8-K. Except for the correction to the trading symbols on the cover page, no other changes have been made to the disclosure provided in the Original Form 8-K. The disclosures in the Original Form 8-K are included in this Amendment No. 1 in their entirety.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) and an Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”). A quorum was present at each of the meetings.

The Company’s shareholders voted on the following seven (7) proposals at the Annual Meeting and cast their votes as follows:

Proposal 1: The election of the following Directors to serve on the Company’s Board of Directors until the next annual general meeting of shareholders, or until their respective successors have been elected and qualified, was approved by the following vote:

Name			For			Against			Abstentions			Broker Non-Votes
John G. Aldridge, Jr.			57,685,476			228,376			15,263			4,222,347
Mary C. Hickok			57,796,843			115,479			16,793			4,222,347
Wesley G. Iseley			57,797,474			115,997			15,644			4,222,347
Joseph L. Morettini			57,590,473			324,498			14,144			4,222,347
Roland Müller-Ineichen			57,589,174			322,648			17,293			4,222,347
William B. Shepro			57,792,730			120,616			15,769			4,222,347
Matthew Winkler			57,795,965			116,257			16,893			4,222,347

Proposal 2: The appointment of RSM US LLP to be Company’s independent registered public accounting firm for the year ending December 31, 2025 until the Company’s 2026 annual meeting of shareholders, and the appointment of Atwell S.à r.l. to be Company’s certified auditor (Réviseur d’Entreprises) for the same period, was approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
61,890,631			235,749			25,082			n/a

Proposal 3: The Company’s Luxembourg Annual Accounts for the year ended December 31, 2024 and consolidated financial statements prepared in accordance with International Financial Reporting Standards (the “Consolidated Accounts” and, together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2024, were approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
57,755,234			165,451			8,430			4,222,347

Proposal 4: The receipt and approval of the Directors’ report for the Luxembourg Statutory Accounts for the year ended December 31, 2024 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period, were approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
57,755,244			165,408			8,463			4,222,347

Proposal 5: The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2024, was approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
57,752,043			165,641			11,431			4,222,347

Proposal 6: The discharge of each of the Directors of the Company for the performance of their mandate for the year ended December 31, 2024, and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period, was approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
57,650,426			173,987			104,702			4,222,347

Proposal 7: The compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (“Say-on-Pay”), was approved on a non-binding advisory basis by the following vote:

For			Against			Abstentions			Broker Non-Votes
57,577,051			327,550			24,514			4,222,347

The final results for each matter submitted to a vote of shareholders at the Extraordinary Meeting are as follows:

Proposal 1: An amendment to Article 5 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to consolidate 88,951,925 shares of the Company’s common stock without designation of nominal value into 11,118,990 shares of the Company’s common stock without designation of nominal value, on the basis of a ratio of one (1) post-consolidation share of the Company’s common stock for every eight (8) outstanding pre-consolidation shares of the Company’s common stock (the “Share Consolidation”), was approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
59,603,100			194,992			37,304			n/a

Proposal 2: An amendment to Article 5 of the Articles to decrease the share capital of the Company by decreasing the par value of the existing shares of the Company’s common stock, in order to bring the share capital of the Company from its current amount of USD 889,519.25 to USD 111,189.90, represented by 11,118,990 shares of the Company’s common stock without designation of nominal value, and by allocating such amount deriving from the share capital decrease to the share premium account of the Company, was approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
59,601,152			196,941			37,303			n/a

Proposal 3: Amendments to Articles 20 and 23 of the Articles to establish a minimum quorum requirement of at least thirty-three and one-third percent (33 1∕3%) for all general meetings of shareholders —and for all extraordinary meetings of shareholders where no quorum requirement would otherwise apply— per Nasdaq Stock Market Rule 5620(c), were approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
54,766,743			29,749			5,253			5,033,651

Proposal 4: Minor administrative updates to the Articles to streamline internal governance processes were approved by the following vote:

For			Against			Abstentions			Broker Non-Votes
54,771,657			25,961			4,127			5,033,651

Each of the foregoing proposals for the Annual Meeting and the Extraordinary Meeting is more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 31, 2025.

Item 7.01 Regulation FD Disclosure.

On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) issued a press release announcing certain results of its 2025 Extraordinary General Meeting of Shareholders and providing information regarding the upcoming share consolidation and the treatment of fractional shares.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by Altisource Portfolio Solutions S.A. dated May 13, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 8, 2025

			Altisource Portfolio Solutions S.A.
			By:			/s/ Michelle D. Esterman
			Name:			Michelle D. Esterman
			Title:			Chief Financial Officer

FAQ

What was the share consolidation ratio approved by Altisource (ASPS)?

The shareholders approved a 1-for-8 share consolidation, consolidating 88,951,925 pre-consolidation shares into 11,118,990 post-consolidation shares.

Did Altisource (ASPS) change its stated share capital and by how much?

Yes. The stated share capital was decreased from USD 889,519.25 to USD 111,189.90, with the difference allocated to the company's share premium account.

Were the company's directors and auditors approved at the meeting?

Yes. The listed directors were re-elected with substantial affirmative votes, and shareholders approved the appointment of RSM US LLP and Atwell S.à r.l. as auditors for the applicable period.

What governance change was adopted to align with Nasdaq rules?

Shareholders approved amendments establishing a minimum quorum requirement of 33 1/3% for general meetings, aligning with Nasdaq Rule 5620(c).

Was there a press release about the Extraordinary Meeting and fractional shares?

Yes. A press release detailing the Extraordinary Meeting results and the treatment of fractional shares was furnished as Exhibit 99.1 to the filing.