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

Encore Capital (NASDAQ: ECPG) sells €325M senior secured floating rate notes

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

Rhea-AI Filing Summary

Encore Capital Group, Inc. has entered into a major financing transaction by issuing €325.0 million aggregate principal amount of senior secured floating rate notes due 2033. These notes are senior secured obligations of the company and are fully and unconditionally guaranteed on a senior secured basis by substantially all of its material subsidiaries.

The notes bear interest at three‑month EURIBOR (with a 0% floor) plus 3.250% per annum, reset quarterly and payable in arrears each January 15, April 15, July 15, and October 15, starting July 15, 2026. They are secured, together with the company’s other senior secured indebtedness, by substantially all of the assets of Encore and the guarantor subsidiaries, and will mature on July 15, 2033 unless earlier repurchased or redeemed.

Positive

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Insights

Encore adds €325M long-dated secured floating-rate debt, increasing leverage but extending maturity profile.

Encore Capital Group has issued €325.0 million in senior secured floating rate notes maturing on July 15, 2033. The notes rank as senior secured obligations and share collateral with the company’s other senior secured indebtedness, meaning they sit high in the capital structure.

Interest is set at three-month EURIBOR (with a 0% floor) plus 3.250%, reset quarterly and paid on January 15, April 15, July 15, and October 15, beginning July 15, 2026. This structure introduces floating-rate exposure tied to euro benchmarks, while the long maturity provides funding visibility over several years.

The guarantees from substantially all material subsidiaries and the security over substantially all assets strengthen creditor protection. However, overall impact on leverage, interest expense, and refinancing of existing obligations is not detailed in this excerpt, so the net effect on financial risk depends on how proceeds are used and what debt, if any, is being replaced.

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 amount €325.0 million Aggregate principal amount of senior secured floating rate notes issued
Interest margin 3.250% per annum Margin over three-month EURIBOR on the notes
Base rate floor 0% Minimum level for three-month EURIBOR in rate calculation
Maturity date July 15, 2033 Scheduled maturity of the notes unless earlier repurchased or redeemed
First interest payment July 15, 2026 First quarterly interest payment date on the notes
Interest payment frequency Quarterly Interest payable each January 15, April 15, July 15, October 15
senior secured floating rate notes financial
"issued €325.0 million aggregate principal amount of senior secured floating rate notes due 2033"
Debt securities that act like an adjustable-rate loan with a first-claim on a borrower's assets: they rank high in repayment priority (senior), are backed by specific collateral (secured), and pay interest that moves up or down with a market benchmark (floating rate). For investors this matters because these notes generally carry lower default risk than unsecured debt and provide interest that tracks market rates, so they offer greater repayment protection but variable income.
Indenture financial
"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.
EURIBOR financial
"rate equal to the sum of (i) three-month EURIBOR (subject to a 0% floor) plus (ii) 3.250% per annum"
Euribor is the benchmark interest rate at which banks in the eurozone lend short-term money to one another and is published for several maturities (overnight to one year). Investors watch it because it forms the baseline for many loans, mortgages, bonds and derivatives—like the temperature reading that helps predict how hot borrowing costs and returns will be across the market.
senior secured obligations financial
"The Notes are senior secured obligations of the Company, and are fully and unconditionally guaranteed"
subsidiary guarantors financial
"between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee"
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Understanding 8-K Material Events →
0001084961FALSE00010849612026-05-282026-05-28

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 28, 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 28, 2026, Encore Capital Group, Inc. (the “Company”) issued €325.0 million aggregate principal amount of senior secured floating rate notes due 2033 (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 equal to the sum of (i) three-month EURIBOR (subject to a 0% floor) plus (ii) 3.250% per annum, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, beginning on July 15, 2026. The Notes will mature on July 15, 2033 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 28, 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 28, 2026
/s/ Tomas Hernanz
Tomas Hernanz
Executive Vice President, Chief Financial Officer and Treasurer


EXHIBIT INDEX
Exhibit NumberDescription
4.1
Indenture dated May 28, 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 did Encore Capital Group (ECPG) announce in this 8-K filing?

Encore Capital Group announced the issuance of €325.0 million in senior secured floating rate notes due 2033. These notes are guaranteed by substantially all material subsidiaries and secured by substantially all assets, creating a significant new long-term financing obligation.

What are the key terms of Encore Capital Group’s €325 million notes?

The notes have a principal amount of €325.0 million and mature on July 15, 2033. They are senior secured obligations, fully and unconditionally guaranteed by substantially all material subsidiaries and secured alongside the company’s other senior secured indebtedness by substantially all group assets.

What interest rate will Encore Capital Group (ECPG) pay on the new notes?

The notes carry a floating interest rate equal to three-month EURIBOR, subject to a 0% floor, plus 3.250% per annum. The rate resets quarterly, which links interest costs to prevailing euro money market conditions over the life of the notes.

When are interest payments due on Encore Capital Group’s new notes?

Interest on the notes is payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year. The first scheduled interest payment date is July 15, 2026, following the May 28, 2026 issuance under the indenture.

How are Encore Capital Group’s €325 million notes secured and guaranteed?

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

Filing Exhibits & Attachments

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