Atlanticus Holdings Corp. Files 8-K for Material Agreement

TL;DR

ATLANTICUS HOLDINGS CORP (ATLC) FILED AN 8-K ON 9/11/25 FOR A MATERIAL DEFINITIVE AGREEMENT.

AI Summary

Atlanticus Holdings Corp. entered into a material definitive agreement on September 11, 2025. The company, formerly known as CompuCredit Holdings Corp., is a personal credit institution based in Atlanta, Georgia. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This 8-K filing indicates a significant new agreement for Atlanticus Holdings Corp., which could impact its financial operations and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company, requiring careful evaluation.

Key Numbers

• 000-53717 — SEC File Number (Identifier for the company's filings)

Key Players & Entities

• Atlanticus Holdings Corp. (company) — Registrant
• CompuCredit Holdings Corp. (company) — Former company name
• September 11, 2025 (date) — Date of earliest event reported
• Georgia (location) — State of incorporation
• Atlanta (location) — City of business address

FAQ

Key Financial Figures

• $3.2 billion — ly 1.3 million credit card accounts and $3.2 billion in credit card receivables. The purcha
• $162 million — he Purchase Agreement was approximately $162 million (the "Initial Purchase Price"), subject

Filing Documents

• atlc20250917_8k.htm (8-K) — 46KB
• ex_862212.htm (EX-2.1) — 651KB
• ex_862200.htm (EX-99.1) — 15KB
• ex_862201.htm (EX-99.2) — 9KB
• a01.jpg (GRAPHIC) — 7KB
• atlanticus01.jpg (GRAPHIC) — 67KB
• atlanticus02.jpg (GRAPHIC) — 136KB
• atlanticus03.jpg (GRAPHIC) — 76KB
• atlanticus04.jpg (GRAPHIC) — 76KB
• atlanticus05.jpg (GRAPHIC) — 101KB
• atlanticus06.jpg (GRAPHIC) — 92KB
• atlanticus07.jpg (GRAPHIC) — 113KB
• atlanticus08.jpg (GRAPHIC) — 60KB
• atlanticus09.jpg (GRAPHIC) — 96KB
• atlanticus10.jpg (GRAPHIC) — 43KB
• atlanticus11.jpg (GRAPHIC) — 112KB
• atlanticus12.jpg (GRAPHIC) — 130KB
• atlanticus13.jpg (GRAPHIC) — 64KB
• 0001437749-25-029311.txt ( ) — 2639KB
• atlc-20250911.xsd (EX-101.SCH) — 4KB
• atlc-20250911_def.xml (EX-101.DEF) — 14KB
• atlc-20250911_lab.xml (EX-101.LAB) — 18KB
• atlc-20250911_pre.xml (EX-101.PRE) — 14KB
• atlc20250917_8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 11, 2025, Mercury Finance Acquisitions, LLC, a Georgia limited liability company (the "Purchaser"), and wholly-owned subsidiary of Atlanticus Holdings Corporation (the "Company"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Mercury Financial Intermediate LLC, a Delaware limited liability company ("Seller"), Mercury Financial LLC, a Delaware limited liability company ("Mercury"), and solely for purposes of Section 7.7 of the Purchase Agreement, the Company. Pursuant to the Purchase Agreement, and subject to the conditions thereof, the Purchaser acquired all of the issued and outstanding equity interests of Mercury (the "Acquisition"), which is a leading data- and tech-centric credit card platform used to provide credit cards to near-prime consumers in the U.S. As a result of the Acquisition, the Company added approximately 1.3 million credit card accounts and $3.2 billion in credit card receivables. The purchase price under the Purchase Agreement was approximately $162 million (the "Initial Purchase Price"), subject to an adjustment mechanism to true up the adjusted net asset value of Mercury as compared to a target adjusted net asset value and certain other customary adjustment items. The Company used cash on hand to fund the Initial Purchase Price under the Purchase Agreement. In addition to the Initial Purchase Price, the Seller has the opportunity under the Purchase Agreement to receive earn out payments for up to three years following the closing of the Acquisition in an amount equal to 75% of the amount by which the charge-offs of Mercury's managed receivables are less than agreed-upon charge-off levels. In connection with the Acquisition, the Purchaser purchased a buy-side representations and warranties insurance policy, which comprises the material portion of the Purchaser's remedy for breaches of representations and warranties, absent fraud or

01

Item 7.01. Regulation FD Disclosure. On September 11, 2025, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The Company has prepared an investor presentation with respect to the Acquisition. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference. The press release and investor presentation shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in the filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that reflect the Company's current views with respect to, among other things, the benefits of the acquisition of Mercury, included expected synergies and future financial and operating results; and the Company's plans, objectives, expectations and intentions for Mercury and its other businesses. You generally can identify these statements by the use of words such as outlook, potential, continue, may, seek, approximately, predict, believe, expect, plan, intend, estimate or anticipate and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as will, should, would, likely and could. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include those risks described in the Company's filings with the Securities and Exchange Commission and include, but are not limited to, the Company's ability to integrate successfully Mercury with its other businesses; bank partners, merchant partners, consumers, loan demand, the capital markets, labor availability, supply chains and the economy in general; the Company's ability to retain existing, and attract new, merchant partners and funding sources; changes in market interest rates; increases in loan delinquencies; its ability to operate successfully in a highly regulated industry; the outcome of litigation and regulatory matters; the effect of management changes; cyberattacks and security vulnerabilities in its products and services; and the Company's ability to compete successfully in highly competitive markets. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, the Company disclaims any obligation to update any forward-looking s

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 2.1* Membership Interest Purchase Agreement, dated September 11, 2025, by and among Mercury Financial Intermediate LLC, a Delaware limited liability company, Mercury Finance Acquisitions, LLC, a Georgia limited liability company, Mercury Financial LLC, a Delaware limited liability company, and solely for purposes of Section 7.7, Atlanticus Holdings Corporation, a Georgia corporation. 99.1 Press Release, dated September 11, 2025. 99.2 Investor Presentation, dated September 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request. Certain portions of this document have been omitted because they are both not material and are the type that the Company treats as private or confidential. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLANTICUS HOLDINGS CORPORATION Date: September 17, 2025 By: /s/ William R. McCamey Name: William R. McCamey Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR