ecpg-20260415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

________________________________________________


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

Check the appropriate box:
☒			Preliminary proxy statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive proxy statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

ENCORE CAPITAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

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


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED APRIL 15, 2026

ENCORE CAPITAL GROUP, INC.

350 Camino De La Reina, Suite 100, San Diego, CA 92108

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2026

__________________________________________________________________________________________________________


Date and Time:			June 12, 2026, at 12:00 P.M., Eastern Time
Place:			The annual meeting will be a virtual meeting via live webcast on the internet at www.virtualshareholdermeeting.com/ECPG2026
Items of Business:			1.To elect eight directors, each for a term of one year; 2.To approve, in a non-binding advisory vote, the compensation of our named executive officers (often called the “say-on-pay” vote); 3.To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; 4.To approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan; 5.To approve and adopt an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers; 6.To recommend, in a non-binding advisory vote, the frequency of future advisory votes to approve the compensation of our named executive officers; and 7.To transact such other business that may properly come before the meeting.
Record Date:			April 14, 2026 (the “Record Date”) Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the annual meeting or any postponement or adjournment thereof.
Mail Date:			We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April 29, 2026, to our stockholders of record on the Record Date.
Participation in Virtual Meeting:			We are pleased to invite you to participate in our annual meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/ECPG2026. To participate in the annual meeting, you will need the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.
Voting:			Your vote is important. Whether or not you plan to virtually attend the meeting, please submit your vote as soon as possible using one of the voting methods described in the attached materials. Submitting your voting instructions by any of these methods will not affect your right to virtually attend the meeting and vote should you so choose.


			By Order of the Board of Directors,

			Andrew Asch
			Secretary

April , 2026

San Diego, California

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

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TABLE OF CONTENTS


Questions about the Meeting			1

Corporate Governance and the Election of Directors
Corporate Governance			6
PROPOSAL 1 - Election of Directors			13
Executive Officers			16

Compensation
Compensation Discussion and Analysis – Executive Summary			17
Compensation Discussion and Analysis			21
Compensation Committee Interlocks and Insider Participation			30
Compensation Committee Report			31
Risks Related to Compensation Policies and Practices			32
Summary Compensation Table			33
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year-End			36
Option Exercises and Stock Vested			39
Potential Payments Upon a Termination or Change In Control			40
CEO Pay Ratio			44
Pay Versus Performance			45
Compensation of Directors			48
PROPOSAL 2 - Non-Binding Vote to Approve the Compensation of the Named Executive Officers			50

Other Matters
Certain Relationships and Related Transactions			51
Security Ownership of Principal Stockholders and Management			52
Equity Compensation Plan Information			54
PROPOSAL 3 - Ratification of A ppointment of Independent Registered Public Accounting Firm			55
Independent Registered Public Accounting Firm			56
Report of the Audit Committee			57
PROPOSAL 4 - Approval of Amended and Restated 2017 Incentive Award Plan			58
PROPOSAL 5 - Approval and Adoption of Amendment to Certificate of Incorporation			67
PROPOSAL 6 - Non-Binding Vote to Approv e the Frequency of Non-Binding Stockholder Vote on Compensation of the Company ’s Named Executive Officers			69
Stockholder Proposals and Nominations			70
Additional Information			70
Other Matters			71

Appendix A			A-1
Appendix B			B-1
A ppendix C			C-1

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ENCORE CAPITAL GROUP, INC.

350 Camino De La Reina, Suite 100

San Diego, CA 92108

858-309-6442

_______________________________________________________________________________________________________

PROXY STATEMENT

_______________________________________________________________________________________________________


QUESTIONS ABOUT THE MEETING
Why am I receiving these materials?

The Board of Directors (our “Board”) of Encore Capital Group, Inc. (“Encore” or the “Company”) has made these materials available to you in connection with the Board’s solicitation of proxies for use at the 2026 annual meeting of stockholders of Encore Capital Group, Inc., to be held via a live webcast on the internet at www.virtualshareholdermeeting.com/ECPG2026 on June 12, 2026 at 12:00 p.m. Eastern time, or at such other time and place to which the annual meeting may be adjourned or postponed. We are pleased to be furnishing our proxy materials to stockholders primarily over the internet. We believe this process will expedite stockholders’ receipt of proxy materials, lower the costs, and reduce the environmental impact of our 2026 annual meeting. On or about April 29, 2026, we will mail to our stockholders of record on April 14, 2026 a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this proxy statement and our annual report, and how to vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the internet, please follow the instructions for requesting such materials included in the Notice.


What is the purpose of the annual meeting?

At our annual meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including (1) the election of eight directors, (2) the approval, by non-binding vote, of the compensation of our named executive officers, (3) the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm, (4) the approval of the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan, (5) the approval and adoption of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers, and (6) the recommendation, by non-binding vote, of the frequency of the non-binding stockholder vote on the compensation of our named executive officers. In addition, representatives of BDO USA, P.C. will be given an opportunity to make a statement and to respond to questions regarding the audit of our consolidated financial statements.


Who is entitled to vote?

Only stockholders of record at the close of business on the Record Date, April 14, 2026, are entitled to receive notice of the annual meeting and to vote the shares that they held on that date at the meeting, or any postponement or adjournment of the meeting. At the close of business on the Record Date, April 14, 2026, there were outstanding shares of our common stock, each of which is entitled to cast one vote.


Information about the Virtual Annual Meeting

The 2026 annual meeting will be a virtual-only meeting held via webcast on June 12, 2026, at 12:00 p.m. Eastern Time. The annual meeting will be accessible at www.virtualshareholdermeeting.com/ECPG2026. We are utilizing the virtual meeting format to enhance stockholder access and encourage participation and communication with our management. We believe this format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, and equally, using any internet-connected device from any location around the world at no cost. We believe a virtual meeting saves the Company’s and stockholders’ time and money.

We want to ensure that all stockholders are afforded the same rights and opportunities to participate, including access to the Board and our management, as they would at an in-person meeting. All members of the Board and all executive officers are expected to join the annual meeting and be available for questions, and we are committed to acknowledging each relevant question we receive, subject to the guidelines described below and in our Rules of Conduct and Procedures, which will be available on the annual meeting website.

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How to Access and Participate in the Annual Meeting

•Visit the annual meeting website at www.virtualshareholdermeeting.com/ECPG2026; and

•Enter your 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

Only stockholders of record at the close of business on the Record Date, April 14, 2026, are entitled to vote their shares and have the opportunity to submit questions during the Annual Meeting. Stockholders will need their unique 16-digit control number to vote and submit questions. All others without a control number will be able to join the meeting as guests; however, they will not be able to vote or submit questions during the meeting.


How to Submit Questions for the Annual Meeting

Stockholders may submit questions during the Annual Meeting by:

•accessing the annual meeting website as described above;

•typing the question into the “Submit a Question” field; and

•clicking “Submit.”

Questions submitted that are pertinent to the Company and the items being voted on by stockholders during the Annual Meeting will be read aloud and answered, as time permits and in accordance with Annual Meeting Rules of Conduct and Procedures. Questions regarding personal matters, including those related to employment or service issues, or related to strategic transactions are not pertinent to meeting matters and, therefore, will not be answered. Questions and answers will be grouped by topic and substantially similar questions will be grouped, summarized and answered together due to time constraints. Our Investor Relations representative or General Counsel will respond to other questions not answered during the Annual Meeting, as appropriate.


Technical Assistance

If you encounter any technical difficulties when accessing or using the annual meeting website, please call the technical support number that will be posted on the annual meeting website login page. The annual meeting website is supported on browsers and devices running the most updated version of applicable software and plugins.


Who can attend the meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the meeting. Others may attend the meeting at our discretion. If you have any questions or wish to obtain directions to virtually attend the annual meeting and to vote, please call our Investor Relations representative, at 858-309-6442.


What constitutes a quorum?

The presence at the meeting, virtually or represented by proxy, of a majority of the outstanding shares of common stock entitled to vote on the Record Date will constitute a quorum, which will permit us to hold the annual meeting and conduct business. Withheld votes, abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.


How do I vote by proxy before the meeting?

Before the meeting, you may vote your shares in one of the following three ways if your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company):

•By internet at www.proxyvote.com;

•By telephone at 1-800-690-6903; or

•By mail, if you received a printed copy of the proxy materials, by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided.

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Please refer to the proxy card for further instructions on voting via the internet and by telephone. Please follow the directions on your proxy card carefully. If your shares are held in a brokerage account in the name of a bank, broker or other nominee (this is called “street name”), then you are the beneficial owner of the shares and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. You have the right to direct your bank or broker on how to vote the shares in your account, and your ability to vote by telephone or via the internet depends on the voting procedures used by your broker. You may receive a separate voting instruction form with this proxy statement, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the internet or telephone.


May I vote my shares at the meeting?

Yes. You may vote your shares electronically at the virtual meeting, even if you previously submitted a proxy card or voted by internet or telephone. Whether or not you plan to attend the meeting, however, we encourage you to vote your shares by proxy before the meeting. To participate in the annual meeting, you will need the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

Please note that if your shares are held in “street name” and you wish to vote at the meeting, you will not be permitted to do so unless you first obtain a legal proxy issued in your name from the broker, bank or nominee that holds your shares.


What if I submit a proxy and then change my mind?

You may revoke your proxy at any time before it is exercised:

•By filing with the Corporate Secretary of Encore a notice of revocation at the address shown on the first page of this proxy statement;

•By sending in another duly executed proxy bearing a later date; or

•By virtually attending the meeting and casting your vote electronically.


What are the Board’s recommendations for how I should vote my shares?

If you sign and return your proxy card with voting instructions, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you sign and return a proxy card but do not fill out the voting instructions on the proxy, the persons named on the proxy card will vote in accordance with the recommendations of our Board. The Board recommends that you vote your shares as follows:

Proposal 1 – FOR the election of each of the eight director nominees for a term of one year.

Proposal 2 – FOR, in a non-binding advisory vote, the compensation of our named executive officers (often called the “Say-on-Pay Vote”).

Proposal 3 – FOR the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposal 4 – FOR the approval of the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan.

Proposal 5 – FOR the approval and adoption of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers.

Proposal 6 – ONE YEAR, in a non-binding advisory vote, for the frequency of future non-binding advisory stockholder votes to approve the compensation of our named executive officers.

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

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What vote is required to approve each item?

Election of Directors. Directors shall be elected by a plurality of the votes cast, meaning that the eight nominees who receive the most votes will be elected to our Board. With respect to the election of directors for the Board, you may vote “FOR” or “WITHHOLD” with respect to each nominee. A properly executed proxy marked “WITHHOLD” with respect to the election of one or more directors will have no effect on the proposal to elect the directors other than that it will be counted for purposes of determining whether there is a quorum present at the annual meeting. Notwithstanding the foregoing, we have adopted a Majority Voting Policy that is described on page 12 of this proxy statement.

Amendment of our Certificate of Incorporation. The approval and adoption of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” this proposal.

Non-Binding Vote to Recommend the Frequency of a Non-Binding Stockholder Vote to Approve the Compensation of the Company’s Named Executive Officers. You may vote in favor of holding future non-binding votes on the compensation of the Company’s named executive officers every one year, every two years or every three years, or you may choose to abstain. The affirmative vote of a majority of the shares voting, represented at the meeting or by proxy, on this proposal shall determine the stockholders' preference with regard to the frequency of future advisory votes on the compensation of the Company's named executive officers. In the event that no frequency option receives such a majority of the votes cast, the Company will consider the frequency option that receives the greatest number of votes to be the option selected by stockholders. This vote is advisory and non-binding on the Company, the Board of Directors or any committee thereof. A properly executed proxy marked “ABSTAIN” with respect to this matter will not be voted and will not be counted in determining the number of shares necessary for approval, although it will be counted for purposes of determining whether there is a quorum present.

Other Items. For each other item, the affirmative vote of the majority of the shares voting for or against, represented at the meeting or by proxy, on the item will be required for such item’s approval, meaning that a majority of votes cast must be voted “FOR” the proposal for it to be approved. With respect to any proposal other than the election of directors you may vote “FOR,” “AGAINST” or “ABSTAIN.” A properly executed proxy marked “ABSTAIN” with respect to any such matter will not be voted and will not be counted in determining the number of shares necessary for approval, although it will be counted for purposes of determining whether there is a quorum present.

Effect of Broker Non-Votes. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. A “broker non-vote” will occur if you are the beneficial owner of shares held by a broker or other nominee and you do not provide the broker or nominee with voting instructions on the election of directors (Proposal 1), the vote to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (Proposal 2), the vote to approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan (Proposal 4), the vote to approve and adopt an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers (Proposal 5) or the non-binding advisory vote, for the frequency of future non-binding advisory stockholder votes to approve the compensation of our named executive officers (Proposal 6). Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. A broker non-vote is not considered a vote cast and will not have any effect on the outcome of Proposal 1, Proposal 2, Proposal 4 or Proposal 6. Because Proposal 5 requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon, broker non-votes will have the same effect as a vote “AGAINST” this proposal.

Shares represented by “broker non-votes” will be counted in determining whether there is a quorum.

Under applicable listing exchange rules, brokers and custodians may vote on the ratification of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 in their discretion, but any broker non-votes would have no effect on the outcome of this matter.


Who pays for the cost of this proxy solicitation?

We will bear the cost of solicitation of proxies, including the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. In addition to the solicitation of proxies by mail, our officers, directors and employees may solicit proxies in person, by telephone or by facsimile, none of whom will receive additional compensation for those services.

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How many annual reports and proxy statements are delivered to the same address?

If you and one or more of our other stockholders share the same address, it is possible that only one annual report and proxy statement was delivered to your address unless we have received contrary instructions from one or more of the stockholders. This is known as “householding.” Any registered stockholder who wishes to receive separate copies of an annual report or proxy statement at the same address now or in the future may: (1) call toll free at 1-800-579-1639 or call Encore at 858-309-6442 or (2) mail a request to receive separate copies to: Encore Capital Group, Inc., 350 Camino De La Reina, Suite 100, San Diego, CA 92108, Attention: Corporate Secretary, and we will promptly deliver the annual report and/or proxy statement to you. Stockholders who own our common stock through a broker and who wish to receive separate copies of an annual report and proxy statement should contact their brokers directly. Stockholders currently receiving multiple copies of an annual report and proxy statement at a shared address and who wish to receive only a single copy in the future may direct their request to the same phone number or address listed above.

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CORPORATE GOVERNANCE

Board Meetings and Committees

The Board met 8 times during 2025 and otherwise acted by unanimous written consent. In 2025, each incumbent director attended at least 75% of the aggregate number of meetings of the Board and meetings of committees of the Board on which he or she served, in each case held during such director’s period of service.

In 2025, the Board had four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance (“NCG”) Committee; and the Risk Committee. The members of our Board and the composition of the Board’s standing committees as of December 31, 2025 and the number of meetings held in 2025 are reflected in the table below.

Name

Board

Audit

Compensation

NCG

Risk

William C. Goings(1)

●

Ash Gupta

●

Wendy G. Hannam(2)

●

Jeffrey A. Hilzinger(1)

●

Angela A. Knight

●

Michael P. Monaco

●

Laura Newman Olle

●

Richard P. Stovsky

●

Ashish Masih

●

Number of Meetings

● Chair ● Member

________________________________

(1)In September 2025, Messrs. Goings and Hilzinger became Chairs of the Nominating and Corporate Governance Committee and Compensation Committee, respectively.

(2)In March 2026, Ms. Hannam notified the Company that she would not stand for re-election as director at the Company’s 2026 annual meeting. The Company has appointed Mr. Gupta as Chair of the Risk Committee effective after the Company’s 2026 annual meeting.

Our Board has adopted written charters for each of its standing committees and each of those written charters is available on our website at www.encorecapital.com. Click on “Investors,” then “Corporate Governance” and then the respective committee charters. The standing committees each assess the adequacy of their charters annually. Information contained on our website is not incorporated by reference in, or considered to be a part of, this proxy statement.

Audit Committee. We have a standing Audit Committee that is responsible for assisting the Board in oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company.

Among other things, the Audit Committee has the

SEC Form PRE 14A filed by Encore Capital Group Inc