8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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	ASPSW	The Nasdaq Stock Market LLC
Net Settle Stakeholder Warrants	ASPSZ	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.		☐

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: May 13, 2025

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

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE	FOR FURTHER INFORMATION CONTACT:
	Michelle D. Esterman
	Chief Financial Officer
	T: (770) 612-7007
	E: Michelle.Esterman@altisource.com

ALTISOURCE ANNOUNCES SHAREHOLDER APPROVAL OF REVERSE STOCK SPLIT AND TREATMENT OF FRACTIONAL SHARES

Shareholders Must Hold Shares in Multiples of Eight by Market Close on May 27, 2025 to Avoid Fractional Share Cash-Out

Luxembourg, May 13, 2025 - Altisource Portfolio Solutions S.A. (“Altisource” or the “Company”) (NASDAQ: ASPS), a leading provider and marketplace for the real estate and mortgage industries, today announced that its shareholders have overwhelmingly approved a reverse stock split (the “Share Consolidation”) at the Company’s Extraordinary General Meeting of Shareholders held on May 13, 2025.

Pursuant to the Share Consolidation, every eight (8) shares of the Company’s common stock will be consolidated into one (1) share of common stock, reducing the total number of outstanding shares from 88,951,925 to approximately 11,118,990. The Share Consolidation is scheduled to become effective on May 28, 2025, subject to the completion of required administrative procedures.

Fractional Share Treatment and Important Deadlines

No fractional shares will be issued in connection with the Share Consolidation. Instead, any fractional shares resulting from the Share Consolidation will be redeemed by the Company for cash at the closing price of the Company’s common stock on May 27, 2025, the last trading day prior to the Share Consolidation effective date.

Shareholders who wish to avoid receiving cash for fractional shares must ensure their holdings are in amounts divisible by eight (8) prior to market close on May 27, 2025. Shareholders holding shares through a bank, broker, or other nominee are encouraged to contact their financial intermediary to determine the best way to adjust their holdings if needed.

Proceeds from the redemption of fractional shares will be distributed to affected shareholders on a pro rata basis and without interest.

About the Share Consolidation

The Share Consolidation is intended to help the Company regain compliance with the Nasdaq Global Select Market’s $1.00 minimum bid price requirement. Additional details regarding the Share Consolidation, including its rationale, effects, and associated risks, are described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 31, 2025.

Disclaimer

This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties. These forward-looking statements include all statements that are not historical fact, including statements relating to the Share Consolidation, its expected effectiveness and timing, its impact on compliance with Nasdaq listing standards, the treatment of fractional shares, and related shareholder actions. These statements may be identified by words such as “will”, “anticipate,” “intend,” “expect,” “may,” “could,” “should,” “would,” “plan,” “estimate,” “seek,” “believe,” “potential” or “continue” or the negative of these terms and comparable terminology. Such statements are based on expectations as to the future and are not statements of historical fact.

Furthermore, forward-looking statements are not guarantees of future performance and involve a number of assumptions, risks, and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the risks discussed in Item 1A of Part I “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2025, as updated by the information in Item 1A of Part II “Risk Factors” in our subsequently filed quarterly reports on Form 10-Q. We caution you not to place undue reliance on these forward-looking statements, which reflect our view only as of the date of this press release. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, risks related to customer concentration, the timing of the anticipated increase in default-related referrals following the expiration of foreclosure and eviction moratoriums and forbearance programs, and any other delays occasioned by government, investor, or servicer actions, the use and success of our products and services, our ability to retain existing customers and attract new customers and the potential for expansion or changes in our customer relationships, technology disruptions, our compliance with applicable data requirements, our use of third-party vendors and contractors, our ability to effectively manage potential conflicts of interest, macroeconomic and industry-specific conditions, our ability to effectively manage our regulatory and contractual obligations, the adequacy of our financial resources, including our sources of liquidity and ability to repay borrowings and comply with our debt agreements, including the financial and other covenants contained therein, as well as Altisource’s ability to retain key executives or employees, behavior of customers, suppliers and/or competitors, technological developments, governmental regulations, taxes and policies.

We undertake no obligation to update these statements as a result of a change in circumstances, new information, or future events, except as required by law.

About Altisource

Altisource Portfolio Solutions S.A. is an integrated service provider and marketplace for the real estate and mortgage industries. Combining operational excellence with a suite of innovative services and technologies, Altisource helps solve the demands of the ever-changing markets we serve. Additional information is available at www.Altisource.com.

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