Encore Capital (ECPG) Director Awarded Deferred Stock Units Increasing Ownership

Rhea-AI Filing Summary

Ashwini Gupta, a director of Encore Capital Group, received a grant of 657 deferred stock units on 09/01/2025 under the company's non-employee director deferred compensation plan. The units convert one-for-one into Encore common stock when distributed. Following the grant, the reporting person's beneficial ownership is 102,357 shares reported as direct ownership. The deferred units will be distributed as shares within ten business days following the fifth anniversary of the date the reporting person leaves the Board, meaning the award is intended as long-term, post-service compensation aligned with shareholder value.

Positive

• Grant aligns director compensation with shareholder value via deferred stock units converting one-for-one into common shares
• Long-term retention feature: distribution occurs only after a five-year post-service milestone, encouraging sustained oversight
• Clear conversion mechanics: deferred stock units convert into shares on a one-for-one basis

Negative

• Immediate liquidity is deferred, as distribution only occurs within ten business days following the fifth anniversary of leaving the Board
• Reporting shows increased beneficial ownership by 657 units, which may affect ownership calculations

Insights

Financial Analyst

TL;DR: Director received 657 deferred stock units, increasing direct beneficial ownership to 102,357 shares; award vests on post-service distribution.

The grant of 657 deferred stock units is a routine non-cash, long-term compensation event for a non-employee director under the 2017 Incentive Award Plan. The units convert one-for-one into common shares and are payable only after the director leaves the Board and five years have passed, with distribution within ten business days after that milestone. This structure ties compensation to long-term equity value rather than immediate cash outflow and increases reported direct beneficial ownership. For modelling ownership or dilution effects, note the specific unit count and conversion mechanics but the filing does not disclose any issuance source or immediate cash impact.

Corporate Governance Expert

TL;DR: A standard deferred-equity director award structured to retain and align the director with long-term shareholder interests.

The award is a deferred stock unit grant under the company's non-employee director deferred compensation plan, converting one-for-one into shares on distribution. The delayed distribution tied to five years after board service termination is a retention-focused design that delays economic benefit and aligns outcomes with long-term company performance. The disclosure is clear on mechanics but does not provide plan limits, grant rationale, or whether the units are part of a recurring program for directors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gupta Ashwini

(Last) (First) (Middle)

350 CAMINO DE LA REINA

SUITE 100

(Street)

SAN DIEGO CA 92108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENCORE CAPITAL GROUP INC [ ECPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		A		657(1)	A	$41.84	102,357	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant to the reporting person, for service on the Board of Directors of Encore Capital Group, Inc. ("Encore"), of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2017 Incentive Award Plan. Deferred stock units will be converted into shares of Encore common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the fifth anniversary of the date the reporting person is no longer a member of the Board of Directors.

Remarks:

	/s/ Michael Chin, Attorney-in-Fact for Ashwini Gupta	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ashwini Gupta receive according to the Form 4 for ECPG?

The reporting person received 657 deferred stock units under the non-employee director deferred compensation plan, converting one-for-one into shares upon distribution.

When do the deferred stock units convert into Encore (ECPG) common stock?

Deferred stock units convert into common stock on a one-for-one basis and will be distributed within 10 business days following the fifth anniversary of the date the director is no longer a Board member.

How many shares does Ashwini Gupta beneficially own after the grant?

Following the reported transaction, the filing shows 102,357 shares beneficially owned by the reporting person, reported as direct ownership.

What is the transaction date reported on the Form 4?

The transaction date listed in the filing is 09/01/2025 and the transaction code is an acquisition (A).

Were these cash payments or equity awards for ECPG?

These were equity awards in the form of deferred stock units, not cash payments.