What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-07 · 329 added, 236 removed, 886 unchanged (39% of the section changed)

14 unchanged sentences

Emphasis of a Matter

As discussed in Notes 3, 14, and 22 to the financial statements, the Company has a concentration of revenue associated with its largest customer, Ocwen Financial Corporation (together with its subsidiaries, Ocwen).

The Company has disclosed various uncertainties associated with Ocwen.

As discussed in Notes 3, 14, and 22 to the financial statements, the Company has a concentration of revenue associated with its largest customer, Onity Group Inc.

(together with its subsidiaries, Onity).

The Company has disclosed various uncertainties associated with Onity.

Basis for Opinion

19 unchanged sentences

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.

Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.

The Company recorded $5.0 million of net deferred tax assets, $9.0 million of net deferred tax liabilities, and $18.1 million of total unrecognized tax benefits, including interest and penalties, as of December 31, 2023.

The Company also recorded a $3.7 million income tax provision for the year ending December 31, 2023.

We identified the accounting for income taxes as a critical audit matter because of the specialized expertise and high degree of auditor judgment required in auditing the income tax provision due to the Company’s presence in foreign jurisdictions, transfer pricing determinations, and evaluating the reasonableness of uncertain tax positions.

Our audit procedures related to the Company’s accounting for income taxes included the following, among others:

• We tested components of the income tax provision for significant jurisdictions, including evaluating permanent and temporary differences between book and tax reporting balances, and tested the application of statutory tax rates;

• With the assistance of our tax professionals, including international tax professionals, we:

Significant judgment is required in determining foreign tax expense and in evaluating tax positions, including evaluating uncertainties.

The Company recorded a foreign non-U.S.

income tax provision of $2.7 million for the year ending December 31, 2024 and $19.2 million of total unrecognized tax benefits, including interest and penalties, as of December 31, 2024.

We identified the accounting for income taxes in foreign jurisdictions as a critical audit matter because of the specialized expertise and high degree of auditor judgment required in auditing the foreign income tax provision related to transfer pricing determinations and evaluating the reasonableness of uncertain tax positions.

Our audit procedures related to the Company’s accounting for foreign income taxes included the following, among others:

• We tested components of the income tax provision for significant foreign jurisdictions, including evaluating permanent and temporary differences between book and tax reporting balances, and tested the application of statutory tax rates;

• With the assistance of our tax professionals, including international tax professionals and specialists, we:

– Evaluated the reasonableness of management’s estimates by considering the application of foreign tax jurisdiction laws and regulations;

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Cash and cash equivalents $ 29,811 $ 32,522

Accounts receivable, net of allowance for doubtful accounts of $ 3,123 and $ 4,363 , respectively

Accounts receivable, net of allowance for credit losses of $ 3,124 and $ 3,123 , respectively

15,050 11,682

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Accounts payable and accrued expenses $ 33,512 $ 30,088

Current portion of long-term debt 230,544 —

Deferred revenue 3,979 3,195

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Additional paid-in capital 181,597 177,278

(Accumulated deficit) retained earnings ( 180,162 ) 118,948

Accumulated deficit ( 259,977 ) ( 180,162 )

Treasury stock, at cost ( 2,737 shares as of December 31, 2024 and 3,467 shares as of December 31, 2023)

12 unchanged sentences

Gross profit 49,529 29,652

Operating expense (income):

Operating expense:

Selling, general and administrative expenses 45,620 46,420

Loss on sale of business 685 —

Loss from operations ( 16,768 ) ( 33,182 )

Income (loss) from operations 3,224 ( 16,768 )

Other income (expense), net:

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Altisource Deficit

Common stock Additional paid-in capital (Accumulated deficit) retained earnings Treasury stock, at cost Non-controlling interests Total

Common stock Additional paid-in capital Accumulated deficit Treasury stock, at cost Non-controlling interests Total

Balance, January 1, 2023 25,413 $ 25,413 $ 149,348 $ 118,948 $ ( 413,358 ) $ 775 $ ( 118,874 )

1 unchanged sentence

Distributions to non-controlling interest holders — — — — — ( 388 ) ( 388 )

Reclassification of warrant liability to equity — — 6,951 — — — 6,951

Share-based compensation expense — — 5,068 — — — 5,068

Issuance of common stock, net of issuance costs 4,550 4,550 15,911 — — — 20,461

Sale of treasury stock, net of transaction costs — — — ( 228,322 ) 246,643 — 18,321

Issuance of restricted share units and restricted shares — — — ( 10,071 ) 10,071 — —

3 unchanged sentences

Distributions to non-controlling interest holders — — — — — ( 138 ) ( 138 )

Reclassification of warrant liability to equity — — 6,951 — — — 6,951

Share-based compensation expense — — 4,737 — — — 4,737

Issuance of common stock, net of issuance costs 4,550 4,550 15,911 — — — 20,461

Sale of treasury stock, net of transaction costs — — — ( 228,322 ) 246,643 — 18,321

Exercise of Warrants, net of costs — — ( 418 ) ( 3,893 ) 4,221 — ( 90 )

Issuance of restricted share units and restricted shares — — — ( 26,805 ) 26,805 — —

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Proceeds from the sale of business

Other investing activities — ( 250 )

Net cash used in investing activities — ( 767 )

Net cash provided by investing activities 2,254 —

Cash flows from financing activities:

Proceeds from revolving loan agreement 1,000 —

Proceeds from issuance of common stock, net of issuance costs — 20,461

Proceeds from sale of treasury stock, net of transaction costs 18,321 —

Proceeds from issuance of treasury stock, net of issuance costs — 18,321

Exercise of Warrants, net of costs ( 90 ) —

Debt issuance and amendment costs — ( 4,886 )

2 unchanged sentences

Payments of tax withholding on issuance of restricted share units and restricted shares ( 717 ) ( 532 )

Net cash provided by (used in) financing activities 2,976 ( 2,221 )

Net cash provided by financing activities 55 2,976

Net decrease in cash, cash equivalents and restricted cash ( 2,716 ) ( 18,857 )

3 unchanged sentences

Interest paid $ 23,810 $ 22,876

Income taxes (refunded) paid, net

( 3,775 ) 3,299

Income taxes paid (refunded), net 2,053 ( 3,775 )

Acquisition of right-of-use assets with operating lease liabilities 488 500

1 unchanged sentence

Non-cash investing and financing activities:

Net decrease in payables for purchases of premises and equipment $ — $ ( 64 )

Warrants issued in connection with Amended Credit Agreement — 8,096

14 unchanged sentences

Intercompany transactions and accounts have been eliminated in consolidation.

Certain amounts disclosed in prior period statements have been reclassified to conform to the current period presentation.

As described in Note 23, we conduct our operations through two reportable segments:

Servicer and Real Estate and Origination .

In addition, we report Corporate and Others separately.

Principles of Consolidation

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Some of our employees participate in a defined contribution 401(k) plan under which we may make matching contributions equal to a discretionary percentage determined by us.

We recorded expenses of $ 0.2 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively, related to our discretionary contributions.

We recorded expenses of $ 0.2 million for both the years ended December 31, 2024 and 2023, related to our discretionary contributions.

Revenue Recognition

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• For property preservation and inspection services and payment management technologies, we recognize transactional revenue when the service is provided.

• For vendor management transactions, we recognize revenue over the period during which we perform the services.

We use judgment to determine the period over which we recognize revenue for certain of these services

• For loan disbursement review services, we recognize revenue over the period during which we perform the processing services with full recognition upon completion of the disbursements.

• For residential real estate renovation services, we recognize revenue over time as work is completed, measured by the percentage of work performed relative to the total project.

Field inspections by qualified professionals form a fundamental part of the Company’s assessment, measure and documentation of work completed on real estate renovations.

• For vendor management transactions, we recognize revenue over the period during which services are provided.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

• For foreclosure trustee services, we recognize revenue over the period during which we perform the related services, with full recognition upon completion and/or recording the related foreclosure deed.

We use judgment to determine the period over which we recognize revenue for certain of these services.

• For fund disbursement services, we recognize revenue over the period during which we perform the processing services with full recognition upon completion of the disbursements.

• For foreclosure trustee services, we recognize revenue as work progresses, in accordance with agreed upon milestones with full recognition upon completion and/or recording the related foreclosure deed.

• For the real estate auction platform, real estate auction and real estate brokerage services, we recognize revenue on a net basis (i.e., the commission on the sale) at the closing of the sale of the REO as we perform services as an agent without assuming the risks and rewards of ownership of the asset and the commission earned on the sale is a fixed percentage or amount.

• For SaaS based technology to manage REO, we recognize revenue over the estimated average number of months the REO are on the platform or ratably over the contract period.

We generally recognize revenue for professional services as services are provided.

We use judgment to determine the period over which we recognize revenue for certain of these services

• For SaaS based technology to manage REO, we recognize revenue over the estimated average number of months the REO properties are on the platform before they are sold.

• For loan servicing technologies, we generally recognize revenue based on the number of loans on the system.

We generally recognized revenue from professional services as services are provided.

We use judgment to determine the period over which we recognize revenue for certain of these services

• Reimbursable expenses revenue related to property preservation and inspection services, real estate sales title services and foreclosure trustee services is included in revenue with an equal amount recognized in cost of revenue.

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• For vendor management oversight software-as-a-service (“SaaS”), we recognize revenue over the period during which we perform the services.

We use judgment to determine the period over which we recognize revenue for certain of these services

Share-Based Compensation

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Diluted net income per share reflects the assumed conversion of all dilutive securities using the treasury stock method.

Future Adoption of New Accounting Pronouncement

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss.

This standard will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption of this standard is permitted.

The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

The Company adopted this standard effective January 1, 2024 and has applied it prospectively.

Adoption of this new standard did not have a material impact on the Company’s consolidated financial statements, we have updated our disclosures based on the requirements.

Future Adoption of New Accounting Pronouncement

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) .

This standard amends the Codification to enhance the disclosure requirements in the notes to the financial statements, of specified information about certain costs and expenses in interim and year-end reporting periods.

This standard will be effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

Early adoption of this standard is permitted.

The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.

NOTE 3 — CUSTOMER CONCENTRATION

Ocwen Financial Corporation (together with its subsidiaries, “Ocwen”) is a residential mortgage loan servicer of mortgage servicing rights (“MSRs”) it owns, including those MSRs in which others have an economic interest, and a subservicer of loans owned by others.

During the year ended December 31, 2023, Ocwen was our largest customer, accounting for 44 % of our total revenue.

Ocwen purchases certain mortgage services from us under the terms of services agreements and amendments thereto (collectively, the “Ocwen Services Agreements”) with terms extending through August 2030.

Certain of the Ocwen Services Agreements contain a “most favored nation” provision and also grant the parties the right to renegotiate pricing, among other things.

Revenue from Ocwen primarily consists of revenue earned from the loan portfolios serviced and subserviced by Ocwen when Ocwen engages us as the service provider, and revenue earned directly from Ocwen, pursuant to the Ocwen Services Agreements.

For the years ended December 31, 2023 and 2022, we recognized revenue from Ocwen of $ 63.2 million and $ 63.5 million, respectively.

Revenue from Ocwen as a percentage of segment and consolidated revenue was as follows for the years ended December 31:

Onity Group Inc.

(together with its subsidiaries, “Onity”) (formerly Ocwen Financial Corporation, or “Ocwen”) is a residential mortgage loan servicer of mortgage servicing rights (“MSRs”) it owns, including those MSRs in which others have an economic interest, and a subservicer of loans owned by others.

During the year ended December 31, 2024, Onity was our largest customer, accounting for 44 % of our total revenue.

Onity purchases certain mortgage services from us under the terms of services agreements and amendments thereto (collectively, the “Onity Services Agreements”) with terms extending through August 2030.

Certain of the Onity Services Agreements contain a “most favored nation” provision and also grant the parties the right to renegotiate pricing, among other things.

Revenue from Onity primarily consists of revenue earned from the loan portfolios serviced and subserviced by Onity when Onity engages us as the service provider, and revenue earned directly from Onity, pursuant to the Onity Services Agreements.

For the years ended December 31, 2024 and 2023, we recognized revenue from Onity of $ 70.4 million and $ 63.2 million, respectively.

Revenue from Onity as a percentage of segment and consolidated revenue was as follows for the years ended December 31:

Servicer and Real Estate

1 unchanged sentence

Consolidated revenue 44 % 44 %

We earn additional revenue related to the portfolios serviced and subserviced by Ocwen when a party other than Ocwen or the MSRs owner selects Altisource as the service provider.

For the years ended December 31, 2023 and 2022, we recognized $ 9.2 million and $ 9.5 million, respectively, of such revenue.

These amounts are not included in deriving revenue from Ocwen and revenue from Ocwen as a percentage of revenue discussed above.

As of December 31, 2023, accounts receivable from Ocwen totaled $ 3.4 million, $ 2.2 million of which was billed and $ 1.2 million of which was unbilled.

As of December 31, 2022, accounts receivable from Ocwen totaled $ 4.0 million, $ 3.2 million of which was billed and $ 0.8 million of which was unbilled.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

We earn additional revenue related to the portfolios serviced and subserviced by Onity when a party other than Onity or the MSR owner selects Altisource as the service provider.

For the years ended December 31, 2024 and 2023, we recognized $ 9.6 million and $ 9.2 million, respectively, of such revenue.

These amounts are not included in deriving revenue from Onity and revenue from Onity as a percentage of revenue discussed above.

As of December 31, 2024, accounts receivable from Onity totaled $ 4.4 million, $ 3.1 million of which was billed and $ 1.3 million of which was unbilled.

As of December 31, 2023, accounts receivable from Onity totaled $ 3.4 million, $ 2.2 million of which was billed and $ 1.2 million of which was unbilled.

Rithm Capital Corp.

(individually, together with one or more of its subsidiaries or one or more of its subsidiaries individually, “Rithm”) (formerly New Residential Investment Corp.) is an asset manager focused on the real estate and financial services industries.

Ocwen has disclosed that Rithm is a significant client of Ocwen’s.

As of December 31, 2023, Ocwen reported that approximately 16 % of loans serviced and subserviced by Ocwen (measured in unpaid principal balance (“UPB”)) and approximately 67 % of all delinquent loans that Ocwen services were related to Rithm MSRs or rights to MSRs (the “Subject MSRs”).

Rithm purchases brokerage services for real estate owned (“REO”) exclusively from us, irrespective of the subservicer, subject to certain limitations, for certain MSRs set forth in and pursuant to the terms of a Cooperative Brokerage Agreement, as amended, and related letter agreement (collectively, the “Brokerage Agreement”) with terms extending through August 2025.

For the years ended December 31, 2023 and 2022, we recognized revenue from Rithm of $ 2.8 million and $ 3.2 million, respectively, under the Brokerage Agreement.

(individually, together with one or more of its subsidiaries or one or more of its subsidiaries individually, “Rithm”) is an asset manager focused on the real estate and financial services industries.

Onity has disclosed that Rithm is one of its largest servicing clients.

As of December 31, 2024, Onity reported that approximately 14 % of loans serviced and subserviced by Onity (measured in unpaid principal balance (“UPB”)) and approximately 63 % of all delinquent loans that Onity services were related to Rithm MSRs or rights to MSRs (the “Subject MSRs”).

Rithm purchases brokerage services for real estate owned (“REO”) exclusively from us, irrespective of the subservicer, subject to certain limitations, for certain MSRs set forth in and pursuant to the terms of a Cooperative Brokerage Agreement, as amended, and related letter agreement (collectively, the “Rithm Brokerage Agreement”) with terms extending through August 2025.

For the years ended December 31, 2024 and 2023, we recognized revenue from Rithm of $ 2.3 million and $ 2.8 million, respectively, under the Rithm Brokerage Agreement.

For the years ended December 31, 2024 and 2023, we recognized additional revenue of $ 10.8 million and $ 12.6 million, respectively, relating to the Subject MSRs when a party other than Rithm selects Altisource as the service provider.

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Total $ 15,050 $ 11,682

Unbilled accounts receivable consist primarily of certain real estate asset management, REO sales, title and closing services for which we generally recognize revenue when the service is provided but collect upon closing of the sale, and foreclosure trustee services, for which we generally recognize revenues over the service delivery period but bill following completion of the service.

Unbilled accounts receivable consist primarily of certain real estate asset management services, REO and foreclosure sales, title and closing services, for which we generally recognize revenue when the service is provided but collect upon closing of the sale, as well as foreclosure trustee services and the recently launched property renovation services, for which we generally recognize revenues over the service delivery period but bill following completion of the service.

We also include amounts in unbilled accounts receivable that are earned during a month and billed in the following month.

As of January 1, 2024, gross accounts receivable totaled $ 14.8 million, $ 9.8 million of which was billed and $ 5.0 million of which was unbilled, less allowance for credit losses of $ 3.1 million, resulting in net accounts receivable of $ 11.7 million.

As of January 1, 2023, accounts receivable totaled $ 17.4 million, $ 12.0 million of which was billed and $ 5.4 million of which was unbilled, less allowance for credit losses of $ 4.4 million, resulting in net accounts receivable of $ 13.0 million.

The increase in unbilled accounts receivable in 2024 relates to the recently launched residential real estate renovation services.

We are exposed to credit losses through our sales of products and services to our customers which are recorded as accounts receivable, net on the Company’s consolidated financial statements.

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Changes in the allowance for expected credit losses consist of the following:

(in thousands) Balance at Beginning of Period Charged to Expenses Charged to Other Accounts Note (1)

Deductions Note (2)

(in thousands) Balance at Beginning of Period Charged to Expenses Deductions Note (1)

Balance at End of Period

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______________________________________

(1) Primarily includes amounts previously written off which were credited directly to this account when recovered.

(1) Amounts written off as uncollectible or transferred to other accounts or utilized.

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Maintenance agreements, current portion 962 1,327

Surety bond collateral — 4,000

Restricted cash

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United States 23 64

Uruguay 22 52

Total $ 701 $ 1,709

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Operating lease liabilities $ 1,495 $ 1,570

Revolving loan agreement 992 —

Other 751 907

Total $ 3,238 $ 2,477

Revolving Loan Agreement

In connection with the Company’s residential real estate renovation services business, on June 3, 2024 Altisource Solutions, Inc., an indirect subsidiary of Altisource Portfolio Solutions S.A, entered into a revolving loan agreement with a related party, Altisource Asset Management Corporation (“AAMC”) (the “Revolving Loan Agreement”).

Under the terms of the Revolving Loan Agreement, AAMC will make loans to Altisource from time to time, as may be requested by Altisource.

The Revolving Loan Agreement provides Altisource the ability to borrow an initial aggregate amount of up to $ 1.0 million, with the potential for this to be increased up to $ 3.0 million at the option of AAMC.

Amounts that are repaid may be re-borrowed in accordance with the limitations set forth below.

The maturity date of the Revolving Loan Agreement is June 3, 2025 and may be automatically extended for one year on each anniversary of the maturity date.

During any extension period, AAMC may terminate the Revolving Loan Agreement upon 150 days prior written notice and the loan will mature upon such termination.

Borrowings under the Revolving Loan Agreement bear interest of 12.00 % per annum in cash and are payable monthly in arrears on the first business day of each calendar month.

Altisource will pay AAMC a monthly unused commitment fee in an amount equal to 0.25 % per annum of the average amount of the unused available credit under the Revolving Loan Agreement.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Altisource’s obligation under the Revolving Loan Agreement is secured by certain receivables related to the Company’s residential real estate renovation services business.

The outstanding balance on the Revolving Loan Agreement is due and payable on the maturity date.

As of December 31, 2024, there was $ 1.0 million outstanding debt under the Revolving Loan Agreement which is included in other current liabilities in the accompanying consolidated balance sheet.

NOTE 11 — LONG-TERM DEBT

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Unamortized discount, net ( 1,372 ) ( 5,152 )

Net Senior secured term loans

215,615 245,493

Total Long-term debt $ 215,615 $ 245,493

Net long-term debt 230,544 215,615

Current portion of long-term debt ( 230,544 ) —

Total long-term debt, less current portion $ — $ 215,615

Senior Secured Term Loans

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entered into Amendment No.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

2 to the Credit Agreement (as amended by Amendment No.

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The maturity date of the SSTL under the Amended Credit Agreement is April 30, 2025.

If the aggregate amount of par paydowns on the SSTL made prior to February 14, 2024 using proceeds from issuances of equity interests or from junior indebtedness (“Aggregate Paydowns”) are equal to or greater than $ 30 million, then the maturity date of the SSTL may be extended at the Company’s option to April 30, 2026.

Since the aggregate amount of par paydowns on the SSTL made prior to February 14, 2024 using proceeds from issuances of equity interests or from junior indebtedness (“Aggregate Paydowns”) was equal to or greater than $ 30 million, the maturity date of the SSTL may be extended at the Company’s option to April 30, 2026.

Such extension is conditioned upon the Company’s payment of a 2 % payment-in-kind extension fee on or before April 30, 2025 and subject to the representations and warranties being true and correct as of such date and there being no default or event of default being in existence as of such date.

During 2023, Company made $ 30 million of Aggregate Paydowns.

All amounts outstanding under the SSTL will become due on the earlier of (i) the maturity date, and (ii) the date on which the loans are declared to be due and owing by the administrative agent at the request (or with the consent) of the Required Lenders (as defined in the Amended Credit Agreement;

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Beginning March 30, 2023, the SSTL bears interest at rates based upon, at our option, the Secured Overnight Financing Rate (“SOFR”) or the Base Rate, as defined in the Amended Credit Agreement.

If the Company selects SOFR, the term loans initially bear interest at a rate per annum equal to SOFR plus 5.00 % payable in cash plus 5.00 % payable in kind (“PIK”).

If the Company selects Base Rate, the loans initially bear interest at a rate per annum equal to the Base Rate plus 4.00 % payable in cash plus 5.00 % PIK.

Base Rate term loans bear interest at a rate per annum equal to the sum of (i) the greater of (x) the Base Rate and (y) 2.00 % plus (ii) 4.00 %.

The PIK component of the interest rate is subject to adjustment based on the amount of Aggregate Paydowns as set forth in the table below.

The PIK component of the interest rate was 3.75 % for the six months ended December 31, 2023 and 4.50 % for the three months ended June 30, 2023.

SOFR-based term loans bear interest at a rate per annum equal to SOFR plus 5.00 % payable in cash plus a payable in kind (“PIK”) component.

Base Rate-based term loans bear interest at a rate per

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

annum equal to the Base Rate plus 4.00 % payable in cash plus a PIK component.

The PIK component of the interest rate was subject to adjustment based on the amount of Aggregate Paydowns.

Since Aggregate Paydowns were $ 20 million in the first quarter of 2023 and an additional $ 10 million in the third quarter of 2023, the PIK component was 4.50 % for the period March 30, 2023 through June 30, 2023 and 3.75 % for periods thereafter.

The interest rate as of December 31, 2024, including the PIK component, was 13.45 %.

Aggregate Paydowns PIK Component of Interest Rate

Less than $20 million 5.00 %

$20 million+ but less than below 4.50 %

$30 million+ but less than below 3.75 %

$40 million+ but less than below 3.50 %

$45 million+ but less than below 3.00 %

$50 million+ but less than below 2.50 %

$55 million+ but less than below 2.00 %

$60 million+ but less than below 1.00 %

$65 million+ but less than below 0.50 %

$70 million+ 0.00 %

If, as of the end of any calendar quarter, (i) the amount of unencumbered cash and cash equivalents of Altisource S.à r.l.

and its direct and indirect subsidiaries on a consolidated basis plus (ii) the undrawn commitment amount under the Revolver is, or is forecast as of the end of the immediately subsequent calendar quarter to be, less than $ 35 million, then up to 2.00 % in interest otherwise payable in cash in the following quarter may be paid in kind at the Company’s election.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

The payment of all amounts owing by Altisource under the Amended Credit Agreement is guaranteed by the Guarantors and is secured by a pledge of all equity interests of certain subsidiaries of Altisource, as well as a lien on substantially all of the assets of Altisource S.à r.l.

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and engage in mergers and consolidations.

The Amended Credit Agreement contains certain events of default including (i) failure to pay principal when due or interest or any other amount owing on any other obligation under the Amended Credit Agreement within five days of becoming due, (ii) material incorrectness of representations and warranties when made, (iii) breach of certain other covenants, subject to cure periods described in the Amended Credit Agreement, (iv) failure to pay principal or interest on any other debt that equals or exceeds $ 5 million when due, (v) default on any other debt that equals or exceeds $ 5 million that causes, or gives the holder or holders of such debt the ability to cause, an acceleration of such debt, (vi) occurrence of a Change of Control, (vii) bankruptcy and insolvency events, (viii) entry by a court of one or more judgments against us in an aggregate amount in excess of $ 10 million that remain unbonded, undischarged or unstayed for a certain number of days after the entry thereof, (ix) the occurrence of certain ERISA events, (x) the failure of certain Loan Documents to be in full force and effect and (xi) failure to comply in any material respects with the terms of the Warrants or the Warrant Purchase Agreement.

If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Credit Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated.

The lenders under the Amended Credit Agreement received Warrants to purchase shares of Altisource common stock.

The lenders under the Amended Credit Agreement received Penny Warrants to purchase shares of Altisource common stock.

The number of Warrant Shares is subject to reduction based on the amount of Aggregate Paydowns (see Note 12 for additional information).

The fair value of the Warrants on February 14, 2023 was $ 8.1 million and was recorded as an increase in debt discount.

The fair value of the Penny Warrants on February 14, 2023 was $ 8.1 million and was recorded as an increase in debt discount.

In connection with Amendment No.

2, the Company paid $ 4.9 million to the lenders and to third parties on behalf of the lenders.

2 to the Credit Agreement in 2023, the Company paid $ 4.9 million to the lenders and to third parties on behalf of the lenders.

The $ 4.9 million payment was recorded as an increase in debt issuance and amendment costs.

In connection with Amendment No.

2, the Company paid $ 3.4 million to advisors and recorded these payments as other expense in the consolidated statements of operations and comprehensive loss.

Deer Park Road Management Company, LP (“Deer Park”), a related party, owns approximately 16 % and 24 % of Altisource’s common stock as of December 31, 2023 and 2022, respectively, and $ 40.6 million of Altisource debt under the Amended Credit Agreement as of December 31, 2023 (no comparative amount as of December 31, 2022).

Deer Park’s Chief Investment Officer and managing partner was a member of Altisource’s Board of Directors until his resignation on March 1, 2022.

The replacement director appointed by the Board of Directors and subsequently elected by shareholders is a current employee of Deer Park.

In connection with the Amended Credit Agreement, Deer Park received 292 thousand Warrants.

During the year ended December 31, 2023, Deer Park received interest of $ 4.1 million from the Altisource SSTL (no comparative amount for the year ended December 31, 2022).

2 to the Credit Agreement, the Company paid $ 3.4 million to advisors and recorded these payments as other expense in the consolidated statements of operations and comprehensive loss.

Deer Park Road Management Company, L.P.

(together with its affiliates and managed funds, “Deer Park”), a related party, owns approximately 16 % of Altisource’s common stock as of December 31, 2024 and 2023, and $ 42.1 million and $ 40.6 million of Altisource debt under the Amended Credit Agreement as of December 31, 2024 and 2023, respectively.

An employee of Deer Park is a member of Altisource’s Board of Directors.

In connection with the Amended Credit Agreement, Deer Park received 292 thousand Penny Warrants in 2023.

During the year ended December 31, 2024 and 2023, Deer Park received interest of $ 4.3 million and $ 4.1 million, respectively from the Altisource SSTL.

As of December 31, 2024, debt issuance and amendment costs were $ 0.9 million, net of $ 8.5 million of accumulated amortization.

As of December 31, 2022, debt issuance costs were $ 0.9 million, net of $ 3.6 million of accumulated amortization.

Interest expense on the SSTL, including amortization of debt issuance costs and the net debt discount, totaled $ 32.6 million and $ 16.4 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, maturities of our long-term debt are as follows:

(in thousands) Maturities

As of December 31, 2023, debt issuance and amendment costs were $ 3.3 million, net of $ 6.1 million of accumulated amortization.

On February 19, 2025, Altisource Portfolio Solutions S.A.

and its wholly-owned subsidiary, Altisource S.a r.l., entered into agreements with 100% of the lenders under the Company’s senior secured term loans (the “Lenders”).

Under these agreements,

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

the Lenders exchanged the Company’s senior secured term loans with an outstanding balance of $ 232.8 million for a $ 160.0 million new first lien loan (the “New Facility”) and 58.2 million common shares of Altisource (the “Debt Exchange Shares”).

The New Facility is comprised of a $ 110.0 million interest-bearing loan (the “New Debt”) and a $ 50.0 million non-interest-bearing exit fee (the “Exit Fee”).

See Note 24, Subsequent Events.

On June 22, 2021 Altisource S.à r.l, a subsidiary of Altisource Portfolio Solutions S.A., entered into a revolving credit facility with STS Master Fund, Ltd.

13 unchanged sentences

If any event of default occurs and is not cured within applicable grace periods set forth in the Amended Revolver or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated.

As of December 31, 2023 and 2022, there was no outstanding debt under the Amended Revolver and Revolver, respectively.

As of December 31, 2023, debt issuance costs were $ 0.2 million, net of $ 0.4 million of accumulated amortization.

As of December 31, 2024 and 2023, there was no outstanding debt under the Amended Revolver.

As of December 31, 2024 debt issuance costs were less than $ 0.1 million, net of $ 0.5 million of accumulated amortization.

As of December 31, 2023 debt issuance costs were $ 0.2 million, net of $ 0.4 million of accumulated amortization.

Debt issuance costs for the Amended Revolver and Revolver are included in other assets in the accompanying consolidated balance sheet.

NOTE 12 — WARRANTS

On February 14, 2023, the lenders under the Amended Credit Agreement (see Note 11 for additional information) received warrants (the “Warrants”) to purchase 3,223,851 shares of Altisource common stock (the “Warrant Shares”).

The number of Warrant Shares is subject to reduction based on the amount of Aggregate Paydowns as set forth in the table below.

Aggregate Paydowns Warrant Shares

Less than $20 million 3,223,851

$20 million+ but less than below 2,578,743

$30 million+ 1,612,705

During 2023, the Company made $ 30 million of Aggregate Paydowns.

As a result, the number of Warrant Shares as of December 31, 2023 is 1,612,705 .

The exercise price per share of common stock under each Warrant is equal to $ 0.01 .

The Warrants may be exercised at any time on and after February 14, 2024 and prior to their expiration date.

The Warrants are exercisable on a cashless basis and are subject to customary anti-dilution provisions.

The Warrants, if not previously exercised or terminated, will be automatically

On February 19, 2025, Altisource entered into an agreement to terminate the Amended Revolver.

See Note 24, Subsequent Events.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

exercised on May 22, 2027.

The Warrants are subject to a lock-up agreement, subject to customary exceptions, ending on February 16, 2024.

The Warrants are free standing financial instruments that are legally detachable and separately exercisable from the term loans under the Amended Credit Agreement.

At inception, the Warrants were not considered to be indexed to the Company’s stock because the number of Warrant Shares varied based on Aggregate Paydowns.

Pursuant to ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity, the outstanding Warrants were recognized as a warrant liability on the balance sheet based on their inception date fair value and subsequently re-measured at each reporting period with changes recorded as a component of other income (expense) in the statement of operations.

On September 18, 2023, the Company reached the $ 30 million in Aggregate Paydowns threshold and the number of Warrant Shares was no longer variable.

As a result, the Warrants are considered to be indexed to the Company’s stock and the Warrant Liability was reclassified to equity.

The fair value of the warrant liability was based on the number of Warrant Shares that were expected to be exercisable on and after February 14, 2024 and the Altisource share price less $ 0.01 at the measurement date.

NOTE 12 — WARRANTS

On February 14, 2023, the lenders under the Amended Credit Agreement (see Note 11 for additional information) received warrants (the “Penny Warrants”) to purchase 3,223,851 shares of Altisource common stock (the “Penny Warrant Shares”) at an exercise price of $ 0.01 per share.

The number of Penny Warrant Shares was subject to reduction based on the amount of Aggregate Paydowns.

During 2023, the Company made $ 30 million of Aggregate Paydowns.

Since Aggregate Paydowns were equal to or greater than $ 30 million, the number of Warrant Shares was reduced to 1,612,705 .

The following table summarizes the activity related to our Penny Warrant Shares:

Penny Warrant Shares

Outstanding as of December 31, 2023 1,612,705

Exercised ( 96,841 )

Outstanding as of December 31, 2024 1,515,864

The Penny Warrants may be exercised at any time on and after February 14, 2024 and prior to their expiration date.

The Penny Warrants are exercisable on a cashless basis and are subject to customary anti-dilution provisions.

The Penny Warrants, if not previously exercised or terminated, will be automatically exercised on May 22, 2027.

The Penny Warrants were subject to a lock-up agreement, subject to customary exceptions, which expired on February 16, 2024.

The Penny Warrants are free standing financial instruments that are legally detachable and separately exercisable from the term loans under the Amended Credit Agreement.

At inception, the Penny Warrants were not considered to be indexed to the Company’s stock because the number of Penny Warrant Shares varied based on Aggregate Paydowns.

Pursuant to ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity, the outstanding Penny Warrants were recognized as a warrant liability on the balance sheet based on their inception date fair value and subsequently re-measured at each reporting period with changes recorded as a component of other income (expense) in the statement of operations.

On September 18, 2023, the Company reached the $ 30 million in Aggregate Paydowns threshold and the number of Penny Warrant Shares was no longer variable.

As a result, the Penny Warrants were considered to be indexed to the Company’s stock and the warrant liability was reclassified to equity.

The fair value of the warrant liability was based on the number of Penny Warrant Shares that were expected to be exercisable on and after February 14, 2024 and the Altisource share price less $ 0.01 at the measurement date.

The fair value of the warrant liability at each of the respective valuation dates is summarized below:

Warrant Liability Warrant Shares based on Aggregate Paydowns Expected Warrant Shares that will be exercisable on February 14, 2024 Fair Value per Warrant Share Fair Value

Penny Warrant Liability Penny Warrant Shares based on Aggregate Paydowns Expected Penny Warrant Shares that will be exercisable on February 14, 2024 Fair Value per Penny Warrant Share Fair Value

(in thousands)

2 unchanged sentences

Fair value at September 18, 2023 1,612,705 1,612,705 $ 4.31 $ 6,951

During the year ended December 31, 2023, the Company recorded a gain on changes in fair value of warrant liability of $ 1.1 million.

During the year ended December 31, 2022, there were no warrant liabilities outstanding.

During the year ended December 31, 2023, the Company recorded a gain on changes in fair value of warrant liability of $ 1.1 million (no comparative amount for the year ended December 31, 2024).

On February 19, 2025, all outstanding Penny Warrants were exercised.

See Note 24, Subsequent Events.

On February 18, 2025, the Company’s shareholders also approved proposals to enable, among other things, an issuance of warrants to purchase approximately 114.5 million shares of common stock for $ 1.20 per share to record and beneficial holders of the following securities of Altisource Portfolio Solutions S.A.

(collectively, “Stakeholders”):

(i) shares of common stock, (ii) restricted share units (“RSUs”), and (iii) Penny Warrants, in each case, as of 5:00 p.m., New York City time, on February 14, 2025.

See Note 24, Subsequent Events.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

NOTE 13 — OTHER NON-CURRENT LIABILITIES

15 unchanged sentences

Short-term receivable — — — — 3,201 — — 3,201

Senior secured term loan 224,085 — 177,027 — 247,204 — 200,235 —

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Revolving loan agreement 1,000 — — 1,000 — — — —

Senior secured term loans 232,800 — 128,040 — 224,085 — 177,027 —

Fair Value Measurements on a Recurring Basis

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Therefore, the quoted prices are considered Level 2 inputs.

Our Revolving Loan Agreement was measured using Level 3 inputs based on the present value of the future payments.

As quoted market price is not available and there is no trading, we believe that the contractual interest rate represents the market rate at the measurement date and therefore the fair value equals the Revolving Loan Agreement book value.

In connection with the sale of Pointillist on December 1, 2021, $ 3.5 million was deposited into an escrow account to satisfy certain indemnification claims that may arise on or prior to the first anniversary of the sale closing.

The deposit was recorded as a short-term receivable.

Altisource received the indemnity escrow, net of $ 0.7 million of claims, in December 2024.

We measure short-term receivables without a stated interest rate based on the present value of the future payments.

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Our policy is to deposit our cash and cash equivalents with larger, highly rated financial institutions.

The Company derived 44 % of its revenue from Ocwen for the year ended December 31, 2023 (see Note 3 for additional information on Ocwen revenues and accounts receivable balance).

The Company derived 44 % of its revenue from Onity for the year ended December 31, 2024 (see Note 3 for additional information on Onity revenues and accounts receivable balance).

The Company strives to mitigate its concentrations of credit risk with respect to accounts receivable by actively monitoring past due accounts and the economic status of larger customers, if known.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

NOTE 15 — SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

2 unchanged sentences

The holders of shares of Altisource common stock generally are entitled to one vote for each share on all matters voted on by shareholders, and the holders of such shares generally will possess all voting power.

On February 18, 2025, the Company’s shareholders approved an increase in the number of authorized shares from 100.0 million to 250.0 million and a decrease in the par value of the Company’s common stock from $ 1.00 to $ 0.01 .

See Note 24, Subsequent Events.

On February 19, 2025, the Company issued 58.2 million shares of common stock to lenders under the SSTL.

See Note 24, Subsequent Events.

Equity Incentive Plan

Our 2009 Equity Incentive Plan (the “Plan”) provides for various types of equity awards, including stock options, stock appreciation rights, stock purchase rights, restricted shares, restricted share units and other awards, or a combination of any of the above.

Our 2009 Equity Incentive Plan (the “Plan”) provides for various types of equity awards, including stock options, stock appreciation rights, stock purchase rights, restricted shares, RSUs and other awards, or a combination of any of the above.

Under the Plan, we may grant up to 11.7 million Altisource share-based awards to officers, directors, employees and to employees of our affiliates.

1 unchanged sentence

Expired and forfeited awards are available for reissuance.

On February 18, 2025, the Company’s shareholders approved an increase in the number of Altisource share-based awards that may be granted from 11.7 million to 16.3 million.

See Note 24, Subsequent Events.

Share Repurchase Program

3 unchanged sentences

There were no purchases of shares of common stock during the years ended December 31, 2024 and 2023.

Luxembourg law limits share repurchases to the balance of Altisource Portfolio Solutions S.A.

(unconsolidated parent company) retained earnings, less the value of shares repurchased.

As of December 31, 2023, we can repurchase up to approximately $ 116 million of our common stock under Luxembourg law.

Under the Amended Credit Agreement, we are not permitted to repurchase shares except for limited circumstances.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Public offerings of Common Stock

2 unchanged sentences

Share-Based Compensation

We issue share-based awards in the form of stock options, restricted shares and restricted share units for certain employees, officers and directors.

We issue share-based awards in the form of stock options, restricted shares and RSUs for certain employees, officers and directors.

We recognized share-based compensation expense of $ 4.7 million and $ 5.1 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, estimated unrecognized compensation costs related to share-based awards amounted to $ 1.2 million, which we expect to recognize over a weighted average remaining requisite service period of approximately 0.98 years.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Stock Options

18 unchanged sentences

There were 461 thousand performance-based options outstanding as of December 31, 2024.

There were no stock option grants during the year ended December 31, 2023.

The Company granted 120 thousand stock options (at a weighted average exercise price of $ 11.86 per share) for the year ended December 31, 2022.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

The fair values of the performance-based options are determined using the Black-Scholes option pricing model.

The following assumptions were used to determine the fair values as of the grant date for the year ended December 31:

Black-Scholes

Risk-free interest rate (%) 1.62 - 4.20

Expected stock price volatility (%) 67.75 - 67.99

Expected dividend yield —

Expected option life (in years) 6

Fair value $ 7.27 - $ 7.63

There were no stock option grants during the years ended December 31, 2024 and 2023.

We determined the expected option life of all service-based stock option grants using the simplified method, determined based on the graded vesting term plus the contractual term of the options, divided by two.

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______________________________________

$ 90.01 — $ 100.00

30,000 0.75 96.87 7,500 0.75 96.87

739,189 544,951

______________________________________

(1) These options contain market-based and performance-based components as described above.

6 unchanged sentences

$ 90.01 — $ 100.00

$ 170.01 — $ 180.00

Over $ 190.00

15,000 13,750

Total 14,914 17,870

1 unchanged sentence

Other Share-Based Awards

The Company’s other share-based and similar types of awards are comprised of restricted shares and restricted share units.

The restricted shares and restricted share units are comprised of a combination of service-based awards, performance-based awards, market-based awards and performance and market-based awards.

The Company’s other share-based and similar types of awards are comprised of restricted shares and RSUs.

The restricted shares and RSUs are comprised of a combination of service-based awards, performance-based awards, market-based awards and performance and market-based awards.

Service-Based Awards.

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generally one-third vests on each anniversary of the grant date or cliff-vest on the third anniversary of the grant date.

The number of performance-based restricted shares and restricted share units that may vest is based on the level of achievement as specified in the award agreements.

If the performance criteria achieved is above certain financial performance levels and Altisource’s share performance is above certain established criteria, participants have the opportunity to vest in up to 150 % of the restricted share unit award for certain awards.

The number of performance-based restricted shares and RSUs that may vest is based on the level of achievement as specified in the award agreements.

If the performance criteria achieved is below certain thresholds, the award is canceled.

6 unchanged sentences

These awards generally vest if certain specific financial measures are achieved and if certain specific market conditions are achieved.

If the performance criteria achieved is above certain

If the performance criteria or the market criteria is below certain thresholds, the award is canceled.

The Company estimates the grant date fair value of these awards using a

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

financial performance levels and Altisource’s share performance is above certain established criteria, participants have the opportunity to vest in up to 300 % of the restricted share unit award for certain awards.

If the performance criteria or the market criteria is below certain thresholds, the award is canceled.

The Company estimates the grant date fair value of these awards using a Monte Carlo simulation model.

Monte Carlo simulation model.

A total of 189 thousand performance-based and market-based awards were outstanding as of December 31, 2024.

The Company granted 891 thousand restricted share units (at a weighted average grant date fair value of $ 4.82 per share) during the year ended December 31, 2023.

These grants include 57 thousand performance-based awards and 57 thousand awards that include both a performance condition and a market condition.

The Company granted 501 thousand restricted share units (at a weighted average grant date fair value of $ 10.33 per share) during the year ended December 31, 2022.

These grants include 46 thousand performance-based awards and 46 thousand awards that include both a performance condition and a market condition.

The following table summarizes the activity related to our restricted shares and restricted share units:

The Company granted 1,725 thousand RSUs (at a weighted average grant date fair value of $ 2.39 per share) during the year ended December 31, 2024.

These grants included 88 thousand performance-based awards and 88 thousand awards that include both a performance condition and a market condition.

The Company granted 891 thousand RSUs (at a weighted average grant date fair value of $ 4.82 per share) during the year ended December 31, 2023.

These grants included 57 thousand performance-based awards and 57 thousand awards that include both a performance condition and a market condition.

The following table summarizes the activity related to our restricted shares and RSUs:

Number of restricted shares and restricted

10 unchanged sentences

Fair value $ — $ 9.63

On February 13, 2025, the Company granted 4.6 million RSUs (at a weighted average grant date fair value of $ 1.06 per share) to senior management in connection with the Transactions (defined in Note 24) under the Plan.

See Note 24, Subsequent Events.

NOTE 16 — REVENUE

5 unchanged sentences

Non-controlling interests represent the earnings of Lenders One, a consolidated entity that is a mortgage cooperative managed, but not owned, by Altisource.

The Lenders One members’ earnings are included in revenue and reduced from net income to arrive at net income attributable to Altisource (see Note 2).

The Lenders One members’ earnings are included in revenue and reduced from net loss to arrive at net loss attributable to Altisource (see Note 2).

Our services are provided to customers located in the United States.

20 unchanged sentences

$ 124,022 $ 12,771 $ 8,273 $ 145,066

Disaggregation of service revenue by the timing of revenue recognition was as follow for the years ended December 31:

(in thousands) 2024 2023

Over-time revenue recognition $ 30,532 $ 23,595

Point-in-time revenue recognition 119,822 112,970

Total service revenue $ 150,354 $ 136,565

The timing of revenue recognition, billings, and cash collections results in billed accounts receivables, unbilled receivables (presented as unbilled revenue on our condensed consolidated balance sheets), and customer advances (presented as deferred revenue on our condensed consolidated balance sheets), where applicable.

The over-time revenue recognition model consists primarily of the following services for which revenue is recognized over the period during which services are provided:

• For foreclosure trustee services, revenue is recognized as work progresses, in accordance with agreed upon milestones with full recognition upon completion and/or recording the related foreclosure deed.

• For SaaS based technology to manage REO, we recognize revenue over the estimated average number of months the REO properties are on the platform before they are sold.

• For vendor management transactions, revenue is recognized over the period during which services are provided.

• For fund disbursement services, we recognize revenue over the period during which we perform the processing services with full recognition upon completion of the disbursements.

• For residential real estate renovation services, we recognize revenue over time as work is completed, measured by the percentage of work performed relative to the total project.

Field inspections by qualified professionals form a fundamental part of the Company’s assessment, measure and documentation of work completed on real estate renovations.

As of December 31, 2024, the value of unfulfilled orders amounted to $ 4.1 million, with the majority of this backlog expected to be completed and recognized as revenue within the first quarter of 2025 and the remainder anticipated to be completed in the second quarter of 2025.

• We recognize membership fees from Lender One members ratably over the term of membership.

• For vendor management oversight software-as-a-service (“SaaS”), we recognize revenue over the period during which we perform the services.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Transactions with Related Parties

In May 2022, John G.

Aldridge, Jr., the Managing Partner of Aldridge Pite LLP (“Aldridge Pite”), joined the Board of Directors of Altisource.

Aldridge Pite provides eviction and other real estate related services to the Company.

The Company recognized less than $ 0.1 million for both the years ended December 31, 2023 and 2022, of service revenue relating to services provided to Aldridge Pite.

Aldridge, Jr., the Managing Partner of Aldridge Pite LLP (“Aldridge Pite”), is a member of the Board of Directors of Altisource.

Aldridge Pite provides eviction and other real estate related services to the Company and pays for the use of certain of the Company’s technology in connection with providing these services.

The Company recognized $ 0.1 million and less than $ 0.1 million for the years ended December 31, 2024 and 2023, respectively, of service revenue relating to services provided to Aldridge Pite.

Contract Balances

1 unchanged sentence

Our contract liabilities consist of current deferred revenue and other non-current liabilities as reported on the accompanying consolidated balance sheets.

Revenue recognized that was included in the contract liability at the beginning of the period was $ 3.5 million and $ 4.2 million for the years ended December 31, 2023 and 2022, respectively.

The deferred revenue opening and closing balances are presented below for the years ended December 31:

(in thousands) 2024 2023

Deferred revenue, beginning balance $ 3,204 $ 3,793

Revenue recognized that was included in the deferred revenue balance at the beginning of the period ( 3,047 ) ( 3,561 )

Increase due to billing, excluding amounts recognized as revenue during the period 3,822 2,972

Deferred revenue, ending balance $ 3,979 $ 3,204

NOTE 17 — COST OF REVENUE

8 unchanged sentences

Total $ 110,605 $ 115,414

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Transactions with Related Parties

The Company recognized $ 0.7 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively of reimbursable expenses relating to services provided to Aldridge Pite.

The Company recognized $ 1.0 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively, of cost of revenue relating to services received from Aldridge Pite.

As of December 31, 2024, the Company had no payable to Aldridge Pite .

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

NOTE 18 — SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses include payroll and employee benefits associated with personnel employed in executive, sales and marketing, finance, technology, law, compliance, human resources, vendor management, facilities and risk management roles.

Selling, general and administrative expenses includes payroll and employee benefits associated with personnel employed in executive, sales and marketing, finance, technology, law, compliance, human resources, vendor management, facilities and risk management roles.

This category also includes professional services fees, occupancy costs, marketing costs, depreciation and amortization of non-operating assets and other expenses.

20 unchanged sentences

Foreign - U.S.

Foreign - non-U.S.

( 283 ) ( 453 )

Foreign - non-U.S.

Total $ ( 32,867 ) $ ( 52,348 )

3 unchanged sentences

(in thousands) 2024 2023

Domestic - Luxembourg $ — $ ( 570 )

Foreign - U.S.

5 unchanged sentences

$ ( 3,265 ) $ ( 3,669 )

Domestic - Luxembourg $ — $ —

Foreign - U.S.

4 unchanged sentences

$ 684 $ ( 45 )

$ ( 45 ) $ ( 1,098 )

Income tax provision $ ( 2,581 ) $ ( 3,714 )

We operate in a Uruguay free trade zone that provides an indefinite future tax benefit.

The tax holiday is conditioned upon our meeting certain employment and investment thresholds.

The impact of these tax holidays decreased foreign taxes by $ 0.1 million (less than $ 0.01 per diluted share) and $ 0.1 million ($ 0.01 per diluted share) for the years ended December 31, 2023 and 2022, respectively.

On June 30, 2024, we exited the Uruguay free trade zone and, as a result, no longer benefit from the Uruguay tax holiday.

The impact of this tax holiday decreased foreign taxes by $ 0.1 million (less than $ 0.01 per diluted share) for both the years ended December 31, 2024 and 2023.

The Company accounts for certain income and expense items differently for financial reporting purposes and income tax purposes.

11 unchanged sentences

Capital loss carryforward

10,046 10,112

Depreciation 14 8

8 unchanged sentences

A valuation allowance is provided when it is deemed more likely than not that some portion or all of a deferred tax asset will not be realized.

In determining whether a valuation allowance is needed requires an extensive analysis of positive and negative

In determining whether a valuation allowance is needed requires an extensive analysis of positive and negative evidence regarding realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future taxable income.

When there is a cumulative pretax loss for financial reporting for the current and two preceding years (i.e., a three year cumulative loss), this is a significant element of negative evidence that would be difficult to overcome on a more

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

evidence regarding realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future taxable income.

likely than not or any other basis.

Therefore, the Company’s valuation allowance was $ 537.4 million and $ 501.9 million as of December 31, 2024 and 2023, respectively.

7 unchanged sentences

These losses are scheduled to expire between the years 2025 and 2043.

In addition, the Company had a deferred tax asset of $ 0.8 million and $ 0.8 million as of December 31, 2023 and 2022, respectively, relating to state tax credits.

In addition, the Company had a deferred tax asset of $ 0.8 million as of December 31, 2024 and 2023, relating to state tax credits.

Some of the state tax credit carryforwards have an indefinite carryforward period.

The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act signed into law on March 27, 2020 allowed the Company to utilize a five year carryback of the full $ 14.8 million net operating loss generated in the U.S.

The Company’s income tax receivable related to such carryback was $ 5.1 million as of December 31, 2022.

The Company received the full receivable in the first quarter of 2023.

The effective tax rate differs from the Luxembourg statutory tax rate due to tax rate differences on foreign earnings, increases in uncertain tax positions, state taxes, a decrease in unrecognized tax benefits, tax exempt income primarily from the sale of Pointillist and a valuation allowance against deferred tax assets the Company believes it is more likely than not will not be realized

4 unchanged sentences

Uncertain tax positions ( 5.02 ) ( 2.98 )

Unrealized losses ( 27.90 ) —

Tax rate differences on foreign earnings 0.89 ( 1.58 )

2 unchanged sentences

Loss on treasury shares

112.55 160.11

Other ( 2.55 ) ( 0.54 )

4 unchanged sentences

Under Luxembourg legal and regulatory requirements, the public offering of common stock and the share-based compensation are issued out of treasury shares.

The difference between the cost of the own shares when acquired and when reissued results in tax deductible losses on owned shares of $ 336.0 million and $ 7.9 million for the years ended December 31, 2023 and 2022, respectively.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

The difference between the cost of treasury shares when acquired and when reissued results in tax deductible losses of $ 26.4 million and $ 336.0 million for the years ended December 31, 2024 and 2023, respectively.

The following table summarizes changes in unrecognized tax benefits during the years ended December 31:

5 unchanged sentences

Amount of unrecognized tax benefits as of the end of the year $ 10,240 $ 9,208

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

The total amount of unrecognized tax benefits including interest and penalties that, if recognized, would affect the effective tax rate is $ 19.2 million and $ 18.1 million as of December 31, 2024 and 2023, respectively.

14 unchanged sentences

Diluted $ ( 1.25 ) $ ( 2.51 )

For the years ended December 31, 2023 and 2022, 1.6 million and 1.3 million, respectively, stock options, restricted shares and restricted share units were excluded from the computation of loss per share, as a result of the following:

• For the year ended December 31, 2023, and 2022, 0.4 million and 0.2 million, respectively, stock options, restricted shares and restricted share units were anti-dilutive and have been excluded from the computation of diluted loss per share because the Company incurred a net loss

For the years ended December 31, 2024 and 2023, 2.3 million and 1.6 million, respectively, stock options, restricted shares and RSUs were excluded from the computation of loss per share, as a result of the following:

• For the years ended December 31, 2024, and 2023, 0.7 million and 0.4 million, respectively, stock options, restricted shares and RSUs were anti-dilutive and have been excluded from the computation of diluted loss per share because the Company incurred a net loss

• For the years ended December 31, 2024 and 2023, 0.6 million and 0.3 million, respectively, stock options were anti-dilutive and have been excluded from the computation of diluted loss per share because their exercise price was greater than the average market price of our common stock.

• For the years ended December 31, 2023 and 2022, 0.9 million and 0.9 million, respectively, stock options, restricted shares and restricted share units, which begin to vest upon the achievement of certain market criteria related to our common stock price, performance criteria and a total shareholder return compared to the market benchmark, that have not yet been met in each period have been excluded from the computation of diluted loss per share.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

• For the years ended December 31, 2024 and 2023, 1.0 million and 0.9 million, respectively, stock options, restricted shares and RSUs, which begin to vest upon the achievement of certain market criteria related to our common stock price, performance criteria and a total shareholder return compared to the market benchmark, have been excluded from the computation of diluted loss per share because the achievement levels have not yet been met.

NOTE 22 — COMMITMENTS, CONTINGENCIES AND REGULATORY MATTERS

5 unchanged sentences

Periodically, we are subject to audits, examinations and investigations by governmental authorities and receive subpoenas, civil investigative demands or other requests for information from such governmental authorities in connection with their regulatory or investigative authority.

We are currently responding to such inquiries from governmental authorities relating to certain aspects of our business.

We believe it is premature to predict the potential outcome or to estimate any potential financial impact in connection with these inquiries.

Ocwen Related Matters

As discussed in Note 3, during the year ended December 31, 2023, Ocwen was our largest customer, accounting for 44 % of our total revenue.

Additionally, 6 % of our revenue for the year ended December 31, 2023 was earned on the loan portfolios serviced by Ocwen, when a party other than Ocwen or the MSRs owner selected Altisource as the service provider.

Ocwen has disclosed that it is subject to a number of ongoing regulatory examinations, consent orders, inquiries, subpoenas, civil investigative demands, requests for information and other actions and is subject to pending and threatened legal proceedings, some of which include claims against Ocwen for substantial monetary damages.

Previous regulatory actions against Ocwen have subjected Ocwen to independent oversight of its operations and placed certain restrictions on its ability to acquire servicing rights or proceed with default-related actions on the loans it services.

Existing or future similar matters could result in adverse regulatory or other actions against Ocwen.

In addition to the above, Ocwen may become subject to future adverse regulatory or other actions.

Ocwen has disclosed that Rithm is a significant client of Ocwen’s.

As of December 31, 2023, Ocwen reported that approximately 16 % of loans serviced and subserviced by Ocwen (measured in UPB) and approximately 67 % of all delinquent loans that Ocwen services were related to Rithm MSRs or rights to MSRs.

The existence or outcome of Ocwen regulatory matters or the termination of Ocwen’s sub-servicing agreements with Rithm, or other significant Ocwen clients may have significant adverse effects on Ocwen’s business.

For example, Ocwen may be required to alter the way it conducts business, including the parties it contracts with for services, it may be required to seek changes to its existing pricing structure with us, it may lose its non-government-sponsored enterprise (“GSE”) servicing rights or subservicing arrangements or may lose one or more of its state servicing or origination licenses.

Additional regulatory actions or adverse financial developments may impose additional restrictions on or require changes in Ocwen’s business that could require it to sell assets or change its business operations.

Any or all of these effects and others could result in our eventual loss of Ocwen as a customer or a reduction in the number and/or volume of services it purchases from us or the loss of other customers.

If any of the following events occurred, Altisource’s revenue could be significantly reduced and our results of operations could be materially adversely affected, including from the possible impairment or write-off of goodwill, intangible assets, property and equipment, other assets and accounts receivable:

• Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services it purchases from us

• Ocwen loses, sells or transfers a significant portion of its GSE or Federal Housing Administration servicing rights or subservicing arrangements or remaining other servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider

• The contractual relationship between Ocwen and Rithm changes significantly, including Ocwen’s sub-servicing arrangement with Rithm expiring without renewal, and this change results in a change in our status as a provider of services related to the Subject MSRs

• Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio

We are currently responding to such inquiries from governmental authorities relating to certain

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

• Ocwen is subject to stays, moratoriums, suspensions or other restrictions that limit or delay default-related actions on the loans it services

• The contractual relationship between Ocwen and Altisource changes significantly or there are significant changes to our pricing to Ocwen for services from which we generate material revenue

aspects of our business.

We believe it is premature to predict the potential outcome or to estimate any potential financial impact in connection with these inquiries.

Onity Related Matters

As discussed in Note 3, during the year ended December 31, 2024, Onity was our largest customer, accounting for 44 % of our total revenue.

Additionally, 6 % of our revenue for the year ended December 31, 2024 was earned on the loan portfolios serviced by Onity, when a party other than Onity or the MSRs owner selected Altisource as the service provider.

Onity has disclosed that it is subject to a number of ongoing regulatory examinations, consent orders, inquiries, subpoenas, civil investigative demands, requests for information and other actions and is subject to pending and threatened legal proceedings, some of which include claims against Onity for substantial monetary damages.

Previous regulatory actions against Onity have subjected Onity to independent oversight of its operations and placed certain restrictions on its ability to acquire servicing rights or proceed with default-related actions on the loans it services.

Existing or future similar matters could result in adverse regulatory or other actions against Onity.

In addition to the above, Onity may become subject to future adverse regulatory or other actions.

Onity has disclosed that Rithm is one of its largest servicing clients.

As of December 31, 2024, Onity reported that approximately 14 % of loans serviced and subserviced by Onity (measured in UPB) and approximately 63 % of all delinquent loans that Onity services were related to Rithm MSRs or rights to MSRs.

The existence or outcome of Onity regulatory matters or the termination of Onity’s sub-servicing agreements with Rithm, or other significant Onity clients may have significant adverse effects on Onity’s business.

For example, Onity may be required to alter the way it conducts business, including the parties it contracts with for services, it may be required to seek changes to its existing pricing structure with us, it may lose its non-government-sponsored enterprise (“GSE”) servicing rights or subservicing arrangements or may lose one or more of its state servicing or origination licenses.

Additional regulatory actions or adverse financial developments may impose additional restrictions on or require changes in Onity’s business that could require it to sell assets or change its business operations.

Any or all of these effects and others could result in our eventual loss of Onity as a customer or a reduction in the number and/or volume of services it purchases from us or the loss of other customers.

• Altisource loses Onity as a customer or there is a significant reduction in the volume of services it purchases from us

• Onity loses, sells or transfers a significant portion of its GSE or Federal Housing Administration servicing rights or subservicing arrangements or remaining other servicing rights or subservicing arrangements and Altisource fails to be retained as a service provider

• The contractual relationship between Onity and Rithm changes significantly, including Onity’s sub-servicing arrangement with Rithm expiring without renewal, and this change results in a change in our status as a provider of services related to the Subject MSRs

• Onity loses state servicing licenses in states with a significant number of loans in Onity’s servicing portfolio

• Onity is subject to stays, moratoriums, suspensions or other restrictions that limit or delay default-related actions on the loans it services

• The contractual relationship between Onity and Altisource changes significantly or there are significant changes to our pricing to Onity for services from which we generate material revenue

• Altisource otherwise fails to be retained as a service provider.

6 unchanged sentences

We sublease certain office space to third parties.

Sublease income was $ 0.2 million and $ 0.5 million for the years ended December 31, 2023 and 2022, respectively.

Sublease income was $ 0.6 million and $ 0.2 million for the years

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

ended December 31, 2024 and 2023, respectively.

The amortization periods of right-of-use assets are generally limited by the expected lease term.

7 unchanged sentences

Selling, general and administrative expense $ 1,747 $ 2,127

Cost of revenue — 265

Cash used in operating activities for amounts included in the measurement of lease liabilities $ 1,794 $ 2,147

6 unchanged sentences

We have executed no standby letters of credit related to office leases that are secured by restricted cash balances.

Escrow Balances

We hold customers’ assets in escrow accounts at various financial institutions pending completion of certain real estate activities.

These amounts are held in escrow accounts for limited periods of time and are not included in the accompanying

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

consolidated balance sheets.

Amounts held in escrow accounts were $ 21.6 million and $ 13.2 million as of December 31, 2023 and 2022, respectively.

Escrow and Other Balances

We hold customers’ assets in escrow and other accounts at various financial institutions pending completion of certain real estate activities.

These amounts are held in escrow and other accounts for limited periods of time and are not included in the accompanying consolidated balance sheets.

Amounts held in escrow and other accounts were $ 20.4 million and $ 21.6 million as of December 31, 2024 and 2023, respectively.

NOTE 23 — SEGMENT REPORTING

6 unchanged sentences

Corporate and Others includes interest expense and costs related to corporate functions including executive, infrastructure and certain technology groups, finance, law, compliance, human resources, vendor management, facilities, risk management, and eliminations between reportable segments.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

Income (loss) before income taxes and non-controlling interests is the measure of segment profit and loss that is determined in accordance with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements and used by the chief operating decision maker to evaluate segment results.

Financial Information

6 unchanged sentences

Selling, general and administrative expenses 1

11,421 6,584 27,615 45,620

Loss on sale of business 2

Income (loss) from operations 37,898 127 ( 34,801 ) 3,224

Other income (expense), net:

Interest income (expense) ( 30 ) — ( 38,847 ) ( 38,877 )

150 — 2,636 2,786

Total other income (expense), net 120 — ( 36,211 ) ( 36,091 )

Income (loss) before income taxes and non-controlling interests $ 38,018 $ 127 $ ( 71,012 ) $ ( 32,867 )

Servicer and Real Estate and Origination selling, general and administrative expenses include $ 1.1 million and $ 1.0 million of other expenses primarily related to bad debt expense and other operating expenses.

Corporate and Others selling, general and administrative expenses include $ 3.1 million of other expenses primarily related to other operating expenses.

Loss on sale of business includes a $ 0.7 million loss in connection with the indemnity escrow from the Pointillist sale.

Servicer and Real Estate other income is primarily interest income.

Corporate and Others other income primarily include other non-operating gains and losses.

For the year ended December 31, 2023

4 unchanged sentences

Selling, general and administrative expenses 1

Gain on sale of business

9,622 7,693 29,105 46,420

Income (loss) from operations 32,099 ( 6,040 ) ( 42,827 ) ( 16,768 )

Other income (expense), net

Interest income (expense) — — ( 36,103 ) ( 36,103 )

Change in fair value of warrant liability — — 1,145 1,145

Debt amendment costs — — ( 3,410 ) ( 3,410 )

— — 2,788 2,788

Total other income (expense), net — — ( 35,580 ) ( 35,580 )

Income (loss) before income taxes and non-controlling interests $ 32,099 $ ( 6,040 ) $ ( 78,407 ) $ ( 52,348 )

Servicer and Real Estate and Origination Selling, general and administrative expenses include $ 0.7 million and $ 1.4 million of other expenses primarily related to bad debt expense and other operating expenses.

Corporate and Others other selling, general and administrative expenses include $ 2.8 million of other expenses primarily related to other operating expenses.

Corporate and Others other income primarily include other non-operating gains and losses.

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

5 unchanged sentences

December 31, 2023 57,535 50,431 46,892 154,858

NOTE 24 — SUBSEQUENT EVENTS

In April 2018, Altisource Portfolio Solutions S.A.

and its wholly-owned subsidiary, Altisource S.à r.l.

(the “Borrower”), entered into the Credit Agreement.

Under the Credit Agreement, Altisource borrowed $ 412 million in the form of the SSTL.

Effective February 14, 2023, Altisource Portfolio Solutions S.A.

and Altisource S.à r.l.

entered into the Amended Credit Agreement.

On December 16, 2024, Altisource Portfolio Solutions S.A.

and the Borrower entered into that certain Transaction Support Agreement, dated as of December 16, 2024 (the “Transaction Support Agreement”), with certain holders of the Company’s SSTL under the Amended Credit Agreement.

The transactions described below (the “Transactions”) were conducted pursuant to the Transaction Support Agreement.

On February 13, 2025, the Company granted approximately 4.6 million RSUs (at a weighted average grant date fair value of $ 1.06 per share) under the Company’s 2009 Equity Incentive Plan (the “Equity Plan”) to senior management in connection with the Transactions.

On February 18, 2025, the Company’s shareholders approved an increase in the number of authorized shares of Altisource Portfolio Solutions S.A.

common stock (“common stock”) from 100.0 million to 250.0 million, a decrease in the par value of the Company’s common stock from $ 1.00 to $ 0.01 and an increase the number of shares of common stock reserved for issuance under the Equity Plan from approximately 11.7 million to approximately 16.3 million.

On February 18, 2025, the Company’s shareholders also approved proposals to enable, among other things, an issuance of warrants (the “Warrant Distribution”) to purchase approximately 114.5 million shares of common stock for $ 1.20 per share, subject to adjustment (the “Stakeholder Warrants”) to Stakeholders:

(i) shares of common stock, (ii) RSUs, and (iii) Penny Warrants, in each case, as of 5:00 p.m., New York City time, on February 14, 2025 (such date and time, the “Distribution Record Date”).

Subject to the right of the Board of Directors to change the Distribution Record Date, the issuance of Stakeholder Warrants shall occur on a date to be subsequently determined by the Board of Directors that will be within 60 days after the Distribution Record Date (i.e., by April 15, 2025).

Fifty percent of the Stakeholder Warrants will expire on April 2, 2029 and require settlement through the cash payment to the Company of the exercise price of such Stakeholder Warrant (“Cash Exercise Stakeholder Warrants”).

Fifty percent of the Stakeholder Warrants will expire on April 30, 2032 and require settlement through the forfeiture of shares of common stock to the Company equal to the exercise price of such Stakeholder Warrants.

Pursuant to the Warrant Distribution, each Stakeholder is expected to receive:

one Cash Exercise Stakeholder Warrant to purchase 1.625 shares of our common stock and one Net Settle Stakeholder Warrant to purchase 1.625 shares of our common stock for each (a) share of common stock held as of the Distribution Record Date, (b) RSU held as of the Distribution Record Date and (c) share of common stock that could be acquired upon exercise of Penny Warrants held as of the Distribution Record Date.

The Stakeholder Warrants are expected to be exercisable on the later of (i) 90 days after their issuance and (ii) first date on which the VWAP (as defined in the Warrant Agent Agreement for the Stakeholder Warrants (the “Warrant Agent Agreement”)) of the common stock equals or exceeds the Implied Per Share Exercise Price (as such term is defined in the Warrant Agent Agreement) of the Stakeholder Warrants, which is expected to initially be $ 1.20 , for a period of fifteen consecutive trading days (the “VWAP Condition”).

On February 18, 2025, the Lenders exercised Penny Warrants for approximately 1.5 million shares of common stock.

On February 19, 2025, Altisource Portfolio Solutions S.A.

and the Borrower entered into agreements with the Lenders under the Amended Credit Agreement.

Under these agreements, the Lenders exchanged the SSTL with an outstanding balance of $ 232.8 million for a $160.0 million New Facility and 58.2 million Debt Exchange Shares.

The New Facility is comprised of a $ 110.0 million New Debt and a $ 50.0 million Exit Fee.

The following is a summary of certain terms of the New Facility:

• $ 158.6 million of the New Facility matures on April 30, 2030 and $ 1.4 million of the New Facility matures on January 15, 2029

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Notes to Consolidated Financial Statements ( Continued )

• The interest rate on the New Debt is the SOFR plus 6.50 % per annum with a 3.50 % SOFR floor

• The interest rate on the Exit Fee is 0 %

• All mandatory and voluntary prepayments under the New Facility are allocated between the New Debt and the Exit Fee on a pro rata basis

• The principal amortization of the New Facility is 1.0 % of the New Debt per year

• A minimum of 95 % of the net proceeds the Company receives from the exercise of Cash Exercise Stakeholder Warrants (defined below) are to be used to prepay the New Facility

• Beginning with the fiscal year ending December 31, 2025, the lesser of (a) 75 % of the aggregate Excess Cash Flow (as defined in the credit agreement) for the most recently ended fiscal year of the Company for which financial statements have been delivered and (b) such amount which, immediately after giving effect to such repayment, would result in the Company having no less than $ 30 million of total cash on its balance sheet, shall be applied first to the prepayment of the Super Senior Facility (defined below) and, second, to the prepayment of the New Facility

The payment of all amounts owing by the Borrower under the New Facility is guaranteed by Altisource Portfolio Solutions S.A.

and the Guarantors and is secured by a lien on substantially all of the assets of the Borrower, Altisource and the other Guarantors, subject to certain exceptions.

The liens securing the New Facility are junior to the liens securing the Super Senior Facility (defined below) pursuant to, and as set forth in, an intercreditor agreement.

Pursuant to the terms of the Exchange Agreement, dated February 19, 2025, by and among the Borrower and Altisource Portfolio Solutions S.A., on the one hand, and the Lenders, on the other hand, with limited exceptions, the Lenders may not, among other things, sell, offer to sell, grant any option to purchase or otherwise dispose of any Debt Exchange Shares, without the prior written consent of Altisource Portfolio Solutions S.A., until the date that is the earlier of (i) September 17, 2025 or (ii) the date on which Altisource Portfolio Solutions S.A.

completes a liquidation, merger, stock exchange or other similar transaction that results in all of Altisource’s shareholders having the right to exchange their shares of common stock for cash, securities or other property (“Lock-Up”).

On February 19, 2025, Altisource Portfolio Solutions S.A.

and the Borrower also entered into a $ 12.5 million super senior credit facility (the “Super Senior Facility”) to fund transaction costs related to the Transactions (defined below) and for general corporate purposes.

The following is a summary of certain terms of the Super Senior Facility:

• The maturity date of the Super Senior Facility is February 19, 2029

• The original issue discount on the Super Senior Facility is 10.0 %

• The interest rate on the Super Senior Facility is SOFR plus 6.50 % with a 3.50 % SOFR floor

On February 19, 2025, Altisource entered into an agreement to terminate the $ 15.0 million revolving credit facility with STS Master Fund, Ltd, an investment fund managed by Deer Park Road Management Company, L.P.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data