ALTISOURCE PORTFOLIO SOLUTIONS S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant☐

Check the appropriate box

☐

Preliminary Proxy Statement

​

☐

Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under§240.14a-12

​

​

(Name of Registrant as Specified in its Charter)

N/A​

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No Fee Required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

​

Dear Fellow Shareholder:

On behalf of our Board of Directors, I cordially invite you to attend the Annual General Meeting of Shareholders (the “Annual Meeting”) of Altisource Portfolio Solutions S.A. (the “Company”), which will be held at our registered office located at 33, Boulevard Prince Henri, L-1724 Luxembourg City, Grand Duchy of Luxembourg, on Tuesday, May 13, 2025, at 9:00 a.m. Central European Time. Immediately following, at approximately 9:30 a.m. Central European Time, we will hold an Extraordinary General Meeting of Shareholders before a Luxembourg civil law notary (the “Extraordinary Meeting” and, together with the Annual Meeting, the “Meetings”) at the same location.

Your vote is requested to approve the proposals outlined in the attached proxy statement, which include, among other things, matters related to the election of Directors, approval of auditors and financial statements, advisory approval of the compensation of our named executive officers, the consolidation of the Company’s shares, the decrease in share capital through a reduction in par value, establishing a minimum quorum requirement of 331∕3% for all meetings of shareholders, and other important business. Please refer to the accompanying notices and proxy statement for a detailed description of the proposals to be considered at the Meetings.

It is very important that you be present or represented at the Meetings, regardless of the number of shares you own or whether you are able to attend in person. If you are a shareholder of record (that is, you hold your shares in your name with our transfer agent), you may only authorize your proxy by mail. If you are a beneficial holder (i.e., you hold your shares through a bank or broker), please follow the voting instructions you receive from your bank or broker. Many banks and brokers allow beneficial holders to vote over the Internet, by telephone or by mail. Authorizing your proxy in advance will ensure that your vote is counted even if you are unable to attend the Meetings, without preventing you from voting in person.

Thank you for your continued support of Altisource Portfolio Solutions S.A.

Sincerely,

William B. Shepro

Chairman and Chief Executive Officer

Grand Duchy of Luxembourg

R.C.S. Luxembourg B72391

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2025

NOTICE

Our Annual General Meeting of Shareholders (“Annual Meeting”) will be held:

PURPOSE

•

To elect seven (7) Directors to serve until the next annual general meeting of shareholders or until their respective successors have been elected and qualified;

​

•

To approve the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2025 and until our 2026 annual general meeting of shareholders, and the appointment of Atwell S.à r.l. as our certified auditor(Réviseur d’Entreprises) for the same period;

​

•

To approve our 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;

​

•

To receive and approve our Directors’ report for the Luxembourg Statutory Accounts for the year ended December 31, 2024 and to receive our supervisory auditor’s(Commissaire aux Comptes) report for the Luxembourg Annual Accounts for the same period;

​

•

To allocate the results in the Luxembourg Annual Accounts for the year ended December 31, 2024;

​

•

To discharge each of our Directors for the performance of their mandate for the year ended December 31, 2024 and our supervisory auditor(Commissaire aux Comptes) for the performance of her mandate for the same period;

​

•

To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as defined below (“Say-on-Pay”); and

​

•

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

​

PROCEDURES

•

Our Board has fixed March 17, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

​

•

Only shareholders as of the close of business on the record date will be eligible to vote at the Annual Meeting.

​

•

In order to be admitted to the Annual Meeting, shareholders must present proof of ownership as of the record date and valid government-issued photo identification. Shareholders holding shares in “street name” through a bank or broker, must also obtain a “legal proxy” from the holder of record to vote at the Annual Meeting. Shareholders are encouraged to vote in advance of the Annual Meeting to ensure their vote is counted even if they are unable to attend in person. Instructions for voting in advance are included in the accompanying materials.

​

•

The joint proxy statement for our Annual General Meeting and Extraordinary General Meeting of Shareholders (the “proxy statement”) and our annual report to shareholders on Form 10-K for the year ended December 31, 2024 will be available on our website under Investor Relations—Financial Information athttps://ir.altisource.com/financial-information. In accordance with the rules of the U.S. Securities and Exchange Commission, you may also access our proxy statement and annual report atwww.proxyvote.com, a website that does not identify or track visitors to the site, by entering the Control Number provided in the Notice and Access Card, proxy card or email notification, as applicable.

​

•

Although Luxembourg law does not require a quorum for the conduct of business at the Annual Meeting, in accordance with the requirements of the Nasdaq Stock Market listing standards, we have established that the presence at our Annual Meeting of holders of at least 331∕3% of our issued and outstanding shares of common stock able to be voted, whether represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

​

•

The Luxembourg Statutory Accounts, our Directors’ report for the Luxembourg Statutory Accounts, our certified auditor’s (Réviseur d’Entreprises) report for the Consolidated Accounts and our supervisory auditor’s (Commissaire aux Comptes) report for the Luxembourg Annual Accounts will be available for inspection at our registered office during business hours, by appointment, from May 3, 2025 until the conclusion of the Annual Meeting. Beginning May 3, 2025, .pdf copies will also be available to any shareholder who requests them by writing to our Corporate Secretary at CorporateSecretary@altisource.com.

​

•

The following documents will be available at the Company’s registered office for inspection by shareholders and copies are available upon request:

​

—

the present convening notice

​

—

the draft resolutions of the Annual Meeting

​

—

a copy of the Luxembourg Statutory Accounts and the Director’s Report

​

—

the draft power of attorney

​

Any such request should be made to CorporateSecretary@altisource.com.

By authorization of our Board of Directors,

Gregory J. Ritts

Corporate Secretary

Luxembourg City, Grand Duchy of Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg B72391

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2025

NOTICE

Our Extraordinary General Meeting of Shareholders before a Luxembourg civil law notary (“Extraordinary Meeting”) will be held:

PURPOSE

•

To approve an amendment to Article 5 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to consolidate eighty-eight million nine hundred fifty-one thousand nine hundred twenty-five (88,951,925) shares of the Company’s common stock without designation of nominal value into eleven million one hundred eighteen thousand nine hundred ninety (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”), and to authorize the Board of Directors of the Company to proceed with all formalities to effect the Share Consolidation;

​

•

To approve an amendment to Article 5 of the Articles to decrease the share capital of the Company by an amount of seven hundred seventy-eight thousand three hundred twenty-nine dollars and thirty-five cents (USD 778,329.35) without cancellation of the outstanding Company’s common stock post-consolidation, 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 eight hundred eighty-nine thousand five hundred nineteen dollars and twenty-five cents (USD 889,519.25) to an amount of one hundred eleven thousand one hundred eighty-nine dollars and ninety cents (USD 111,189.90) represented by eleven million one hundred eighteen thousand nine hundred ninety (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;

​

•

To approve amendments to Articles 20 and 23 of the Articles to establish a minimum quorum requirement of at least thirty-three and one-third percent (331∕3%) for all general meetings of shareholders per Nasdaq Stock Market Rule 5620(c);

​

•

To approve minor administrative updates to the Articles to streamline internal governance processes; and

​

•

To transact such other business as may properly come before the Extraordinary Meeting and any adjournment or postponement thereof.

​

PROCEDURES

•

Our Board of Directors has fixed March 17, 2025 as the record date for the determination of shareholders entitled to notice of and to vote at the Extraordinary Meeting.

​

•

Only shareholders as of the close of business on the record date will be eligible to vote at the Extraordinary Meeting.

​

•

In order to be admitted to the Extraordinary Meeting, shareholders must present proof of ownership as of the record date and valid government-issued photo identification. Shareholders holding shares in “street name” through a bank or broker, must also obtain a “legal proxy” from the holder of record to vote at the Extraordinary Meeting. Shareholders are encouraged to vote in advance of the Extraordinary Meeting to ensure their vote is counted even if they are unable to attend in person. Instructions for voting in advance are included in the accompanying materials.

​

•

The joint proxy statement for our Extraordinary General Meeting and Annual General Meeting of Shareholders (the “proxy statement”) will be available on our website under Investor Relations—​Financial Information athttps://ir.altisource.com/financial-information. In accordance with the rules of the U.S. Securities and Exchange Commission, you may also access our proxy statement atwww.proxyvote.com, a website that does not identify or track visitors to the site, by entering the Control Number provided in the Notice and Access Card, proxy card or email notification, as applicable.

​

•

The presence at the Extraordinary Meeting of holders of at least 50% of the issued and outstanding shares of common stock able to be voted, whether represented in person or by proxy, will constitute a quorum for the transaction of business at the Extraordinary Meeting. If the quorum of at least 50% is not met, in accordance with Luxembourg law, we will hold a second extraordinary meeting with at least 15 days prior notice, in lieu of an adjourned, postponed or rescheduled meeting. At the second extraordinary meeting, a quorum of at least 331∕3% of our issued and outstanding shares of common stock able to be voted shall apply.

​

•

The following documents will be available at the Company’s registered office for inspection by shareholders and copies are available upon request:

​

—

the present convening notice

​

—

the draft resolutions of the Extraordinary Meeting, which reflect the proposed amendments to the Articles of Incorporation of the Company

​

—

the draft power of attorney

​

Any such request should be made to CorporateSecretary@altisource.com.

By authorization of our Board of Directors,

Gregory J. Ritts

Corporate Secretary

Luxembourg City, Grand Duchy of Luxembourg