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  4. [8-K] ENCORE CAPITAL GROUP INC Reports Material Event

Encore Capital (NASDAQ: ECPG) sells $750M 6.625% senior secured notes due 2032

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Encore Capital Group, Inc. entered into a material financing agreement by issuing $750.0 million aggregate principal amount of 6.625% senior secured notes due 2032. The notes are issued under an indenture with GLAS Trust Company LLC as trustee and Truist Bank as security agent.

The notes are senior secured obligations of Encore and are fully and unconditionally guaranteed on a senior secured basis by substantially all of its material subsidiaries. They are secured, together with other senior secured indebtedness, by substantially all assets of the company and the guarantors.

The notes bear interest at 6.625% per annum, payable semi-annually in arrears on June 1 and December 1, starting on December 1, 2026, and will mature on June 1, 2032, unless earlier repurchased or redeemed.

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Insights

Encore adds $750M of long-dated, secured debt at 6.625%.

Encore Capital Group issued $750.0 million of 6.625% senior secured notes due 2032, creating a significant new long-term borrowing. The notes sit high in the capital structure, ranking as senior secured obligations backed by substantially all assets of the company and its material subsidiaries.

Interest is payable semi-annually starting December 1, 2026, with final maturity on June 1, 2032. The filing does not detail how proceeds will be used, so the net effect on leverage, liquidity, and future interest expense depends on whether this debt refinances existing obligations or funds new activities.

The guarantees from substantially all material subsidiaries and the shared collateral package with other senior secured indebtedness concentrate creditor protection at the secured level. Subsequent disclosures in company filings may clarify the overall debt mix, refinancing strategy, and any covenant structure associated with this issuance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes principal $750.0 million Aggregate principal amount of senior secured notes
Coupon rate 6.625% per annum Interest rate on senior secured notes
Maturity date June 1, 2032 Final maturity of notes unless earlier repurchased or redeemed
First interest payment December 1, 2026 First semi-annual interest payment date
Form type Form 8-K Reported entry into a material definitive agreement
Trustee GLAS Trust Company LLC Trustee under the indenture for the notes
Security agent Truist Bank Security agent for collateral securing the notes
senior secured notes financial
"issued $750.0 million aggregate principal amount of 6.625% senior secured notes due 2032"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
Indenture regulatory
"pursuant to an indenture (the “Indenture”) between, among others, the Company"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
aggregate principal amount financial
"issued $750.0 million aggregate principal amount of 6.625% senior secured notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
subsidiary guarantors financial
"certain subsidiaries of the Company as guarantors"
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
senior secured indebtedness financial
"secured, together with the Company’s other senior secured indebtedness, by substantially all of the assets"
Debt that is both 'senior'—meaning it gets paid before other debts if a borrower struggles or goes bankrupt—and 'secured'—meaning it is backed by specific assets that lenders can seize if needed. For investors, senior secured indebtedness is generally safer than other company debt because holders are first in line to recover value, which usually means lower interest rates and a higher chance of getting repaid if things go wrong, similar to how a mortgage holder has first claim on a house.
Understanding 8-K Material Events →
0001084961FALSE00010849612026-05-222026-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 22, 2026
Date of report (Date of earliest event reported)
______________________
ENCORE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware000-2648948-1090909
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
350 Camino de la Reina, Suite 100
San Diego, California 92108
(Address of principal executive offices)(Zip Code)
(877) 345-3002
(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 pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareECPGThe 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.    ☐


Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2026, Encore Capital Group, Inc. (the “Company”) issued $750.0 million aggregate principal amount of 6.625% senior secured notes due 2032 (the “Notes”) pursuant to an indenture (the “Indenture”) between, among others, the Company, certain subsidiaries of the Company as guarantors, GLAS Trust Company LLC as trustee and Truist Bank as security agent.
The Notes are senior secured obligations of the Company, and are fully and unconditionally guaranteed on a senior secured basis by substantially all material subsidiaries of the Company. The obligations of the Company and the guarantors are secured, together with the Company’s other senior secured indebtedness, by substantially all of the assets of the Company and the guarantors. The Notes will accrue interest at a rate of 6.625% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2032, unless earlier repurchased or redeemed by the Company.
A copy of the Indenture (including the form of the Notes) is attached as an exhibit to this report and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit NumberDescription
4.1
Indenture dated May 22, 2026 between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee and Truist Bank as security agent
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.
ENCORE CAPITAL GROUP, INC.

Date:May 22, 2026
/s/ Tomas Hernanz
Tomas Hernanz
Executive Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX
Exhibit NumberDescription
4.1
Indenture dated May 22, 2026 between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee and Truist Bank as security agent
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Source: View Original Filing on SEC EDGAR

FAQ

What debt did Encore Capital Group (ECPG) issue in May 2026?

Encore Capital Group issued $750.0 million of 6.625% senior secured notes due 2032. These notes are long-term, interest-bearing debt obligations documented under an indenture and backed by substantially all assets of the company and its material subsidiaries.

What is the interest rate and payment schedule on ECPG’s new notes?

The notes carry a fixed 6.625% annual interest rate, payable semi-annually in arrears. Interest payments are due on June 1 and December 1 each year, with the first payment scheduled for December 1, 2026 under the terms of the indenture.

When do Encore Capital Group’s 6.625% senior secured notes mature?

The 6.625% senior secured notes mature on June 1, 2032, giving Encore Capital Group long-dated financing. The company may repurchase or redeem the notes earlier under conditions described in the indenture attached as an exhibit to the current report.

How are Encore Capital Group’s new senior secured notes guaranteed?

The notes are fully and unconditionally guaranteed on a senior secured basis by substantially all material subsidiaries of Encore Capital Group. These guarantees support repayment and share the same collateral package securing the company’s other senior secured indebtedness.

What collateral secures Encore Capital Group’s 2032 senior notes?

The notes are secured, together with Encore’s other senior secured indebtedness, by substantially all assets of the company and the subsidiary guarantors. This collateral structure enhances creditor protection relative to unsecured or subordinated debt instruments in the capital structure.

Which parties are involved in the indenture for ECPG’s new notes?

The indenture is between Encore Capital Group, its subsidiary guarantors, GLAS Trust Company LLC as trustee, and Truist Bank as security agent. This agreement formally sets the terms, guarantees, and security arrangements governing the 6.625% senior secured notes.

Filing Exhibits & Attachments

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