ALTISOURCE PORTFOLIO SOLUTIONS S.A.

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JOINT PROXY STATEMENT

SPECIAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Proxy Statement Summary

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General Information

We have made this joint proxy statement available to you on or about January 3,2025 as a holder of our common stock because our Board of Directors is soliciting your proxies to be used at our Extraordinary Meeting and our Special Meeting, and any adjournment or postponement thereof or, if required by Luxembourg law, a second extraordinary meeting if we do not have quorum at the Extraordinary Meeting. The Extraordinary Meeting will be held on Tuesday, February 18, 2025, at 9:00 a.m. Central European Time for the purposes listed in the Notice of Extraordinary Meeting of Shareholders. The Special Meeting will be held on the same day at 9:30 a.m. Central European Time for the purposes listed in the Notice of Special Meeting of Shareholders. Both meetings will be held at our registered office located at 33, Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg.

This summary highlights information contained elsewhere in this joint proxy statement (this “proxy statement”) for the Special General Meeting of Shareholders (the “Special Meeting”) and the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting,” and together with the Special Meeting, the “Meetings”) of Altisource Portfolio Solutions S.A. (“Altisource,” the “Company,” “we,” “us,” or “our”). This summary does not include all the information you should consider. Please read this entire proxy statement carefully before voting.

The Board of Directors has fixed the close of business on December 16, 2024 as the record date for the Meetings (the “Record Date”). All stockholders as of the close of business on December 16, 2024 are cordially invited to attend the Meetings.

Summary of the Transactions to Which the Proposals in this Proxy Statement Relate

On December 16, 2024, Altisource and its wholly-owned subsidiary Altisource S. À R.L. (the “Borrower” and, collectively with Altisource, the “Company Parties”) entered into the Transaction Support Agreement included as Appendix A to this proxy statement (the “TSA”) with holders of approximately 99% of the total outstanding principal amount of term loans outstanding (the “Consenting Term Lenders”) under the existing credit agreement, dated as of April 3, 2018, and amended as of February 14, 2023, among the Borrower, Altisource, the lenders from time to time party thereto, and the other parties thereto (as amended, the “Existing Credit Agreement”).

We are asking for your vote to approve the proposals described in this proxy statement to facilitate the proposed transactions described in the TSA (the “Transactions”), which are designed to recapitalize the Company. The Transactions include, among others, (i) the issuance of shares of our common stock equal to up to 63.5% of our outstanding shares on a pro forma basis post transactions to certain of our current lenders (pro forma for the issuance of such shares and the issuance of Management RSUs (as defined below) and assuming the full exercise of the Existing Warrants (as defined below), but excluding any shares of common stock issued prior to the effective date of the Transactions (the “Transaction Effective Date”) pursuant to a capital raising transaction) (the “Debt Exchange Shares”) in exchange for the contribution to Altisource of up to $72.8 million 2 in principal amount of the existing term loans (the “Existing Term Loans”) under the Existing Credit Agreement, (ii) the provision of a new debt facility by certain of our current lenders, and (iii) the issuance of warrants to certain stakeholders of Altisource, consisting of our shareholders, holders of penny warrants and holders of restricted stock units, in each case as of a record date that will be set prior to the closing of the transactions. The warrants will not be issued with respect to Debt Exchange Shares and are being granted to certain of our stakeholders in an effort to provide such stakeholders with an opportunity to offset potential dilution resulting from the issuance of the Debt Exchange Shares if Altisource’s share price exceeds the warrant exercise price for the requisite period.

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Based on the estimated outstanding balance on our existing term loans of $232.8 million as of December 31, 2024.

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The expected benefits of the proposed Transactions include:

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strengthening our balance sheet and cash flow;

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providing more time for the Company to benefit from the (a) default market’s potential return to a historical, pre-pandemic foreclosure environment and (b) continued development and anticipated growth of the Company’s origination and real estate Investor solutions;

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reducing management, employee and customer distractions; and

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providing pre-transaction stakeholders with the potential to increase their ownership in the company through the issuance of warrants to such stakeholders.

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For more information regarding the benefits of our proposed recapitalization, see “Description of the TSA and the Transactions Contemplated Thereby—Expected Benefits of the Proposed Transactions.”

Information About the Meetings

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Date of the Meetings: February 18, 2025

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Extraordinary Meeting Time: 9:00 a.m. Central European Time

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Special Meeting Time: 9:30 a.m. Central European Time

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Place for both Meetings: 33, Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg

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Record Date for both Meetings: December 16, 2024

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Agendas: The Meetings will cover the proposals listed below, and any other business that may properly come before the meeting

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Extraordinary Meeting Voting Matters and Recommendations of our Board of Directors

Special Meeting Voting Matters and Recommendations of our Board of Directors

The Share Nominal Value Cancellation and Par Value Decrease Proposal, the Authorized Share Increase and Renewal Proposal, the Stock Issuance Proposal and the Plan Amendment Proposal are collectively referred to herein as the “Proposals”.

All of the Proposals are conditioned upon the approval of all of the other Proposals. If any one of the Proposals fails to receive the approval of our shareholders at the Meetings, the Transactions will not be completed, and we will not implement any of the Proposals.