ATLANTICUS HOLDINGS CORP, DEF 14A filed on 4/10/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ATLANTICUS HOLDINGS CORPORATION
Entity Central Index Key 0001464343
v3.26.1
Pay vs Performance Disclosure
Pure in Thousands
12 Months Ended 48 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2025
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

 

The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, 2022 and 2021:

 

                                                   

Value of Initial Fixed $100 Investment

Based On:

                 

Year

 

Summary
Compensation
Table Total for
PEO

(a)

   

Compensation
Actually Paid
to PEO

(b)

   

Average
Summary
Compensation
Table total for
Non-PEO
NEOs

(c)

   

Average
Compensation
Actually Paid
to Non-PEO
NEOs

(d)

   

Atlanticus

Total
Shareholder
Return

(e)

   

Peer Group
Total
Shareholder
Return

(f)

   

Net
Income
($thousands)

(g)

   

Company
Selected
Measure
(CSM) -
Total Revenue
($thousands)

(h)

 
   

First

PEO

   

Second

PEO

   

First

PEO

   

Second

PEO

                                                 

2025

  $ 2,099,003       N/A     $ 2,629,363       N/A     $ 2,154,165     $ 2,333,976     $ 271.82     $ 158.24     $ 120,609     $ 1,968,399  

2024

  $ 1,812,375       N/A     $ 2,904,947       N/A     $ 1,871,831     $ 2,236,120     $ 226.47     $ 137.11     $ 110,106     $ 1,311,444  

2023

  $ 2,049,906       N/A     $ 2,594,009       N/A     $ 1,868,381     $ 2,045,970     $ 157.00     $ 109.23     $ 101,954     $ 1,155,876  

2022

  $ 2,189,624       N/A     $ 398,008       N/A     $ 2,144,495     $ 2,018,996     $ 106.37     $ 96.53     $ 134,612     $ 1,046,913  

2021

  $ 1,672,241     $ 1,652,267     $ 1,719,163     $ 18,083,032     $ 1,462,683     $ 6,083,605     $ 289.57     $ 127.24     $ 177,789     $ 748,056  

 

Column (a). Reflects compensation amounts reported in the Summary Compensation Table. For 2025, 2024, 2023 and 2022, the PEO was Jeffrey A. Howard. For 2021, the first PEO was David G. Hanna and the second PEO was Jeffrey A. Howard.

 

Column (b). Reflects the respective amounts set forth in column (a) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned, realized, or received by the PEO during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and “Executive and Director Compensation—Executive Compensation.”

         
PEO Total Compensation Amount $ 2,099,003 $ 1,812,375 $ 2,049,906 $ 2,189,624    
PEO Actually Paid Compensation Amount $ 2,629,363 2,904,947 2,594,009 398,008 $ 18,083,032  
Adjustment To PEO Compensation, Footnote

Year

 

Summary
Compensation
Table Total for
PEO

   

Less: Summary
Compensation
Table Total
Equity (Stock
Awards +
Option
Awards)

   

Plus: Fair Value
as of Fiscal
Year-End
of Stock and
Option Awards
Granted in
Covered Year

   

Plus: Change in
Fair Value of
Outstanding
Unvested Stock
and Option
Awards From
Prior Years

   

Plus: Change in
Fair Value of
Stock and
Option Awards
from Prior
Years that
Vested in the
Covered Year ($)

   

Less: Fair Value
at Prior Fiscal
Year-End
of Stock and
Option Awards
Forfeited
during the
Covered Year ($)

   

Compensation
Actually Paid
to PEO

 

2025

  $ 2,099,003     $ 238,503     $ 311,384     $ 224,126     $ 233,352           $ 2,629,363  

2024

  $ 1,812,375     $ 477,025     $ 865,315     $ 435,330     $ 268,952           $ 2,904,947  

2023

  $ 2,049,906     $ 715,006     $ 1,102,443     $ 157,783     $ (1,117 )         $ 2,594,009  

2022

  $ 2,189,624     $ 860,049     $ 494,368     $ (14,280 )   $ (1,411,655 )         $ 398,008  

2021

                                                       

First PEO

  $ 1,672,241                 $ 28,902     $ 18,020           $ 1,719,163  

2021

                                                       

Second PEO

  $ 1,652,267                 $ 9,078,015     $ 7,352,750           $ 18,083,032  

 

Column (c). Reflects compensation amounts reported in the Summary Compensation Table. The following non-PEO NEOs are included in the average amounts shown:

2025: David G. Hanna and William R. McCamey

2024: David G. Hanna and William R. McCamey

2023: David G. Hanna and William R. McCamey

2022: David G. Hanna and William R. McCamey

2021: William R. McCamey

 

Column (d). Reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-PEO NEOs during the applicable year, with a significant portion of the value subject to forfeiture in the event that the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and “Executive and Director Compensation—Executive Compensation.”

         
Non-PEO NEO Average Total Compensation Amount $ 2,154,165 1,871,831 1,868,381 2,144,495 1,462,683  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,333,976 2,236,120 2,045,970 2,018,996 6,083,605  
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Summary
Compensation
Table Total for
Non-PEO
NEOs

   

Less: Summary
Compensation
Table Total
Equity (Stock
Awards +
Option
Awards)

   

Plus: Fair Value
as of Fiscal Year-End
of Stock and
Option Awards
Granted in
Covered Year

   

Plus: Change
in Fair Value of
Outstanding
Unvested
Stock and
Option

Awards From
Prior Years

   

Plus: Change in
Fair Value of
Stock and
Option Awards
from Prior
Years that
Vested in the
Covered Year ($)

   

Less: Fair Value
at Prior Fiscal

Year-End
of Stock and
Option Awards
Forfeited

during the
Covered Year ($)

   

Compensation
Actually Paid
to Non-PEO
NEOs

 

2025

  $ 2,154,165     $ 83,407     $ 108,894     $ 78,665     $ 75,660           $ 2,333,976  

2024

  $ 1,871,831     $ 166,512     $ 302,049     $ 143,741     $ 85,011           $ 2,236,120  

2023

  $ 1,868,381     $ 250,010     $ 385,482     $ 42,411     $ (294 )         $ 2,045,970  

2022

  $ 2,144,495     $ 230,020     $ 132,219     $ (14,280 )   $ (13,418 )         $ 2,018,996  

2021

  $ 1,462,683                 $ 28,902     $ 4,592,020           $ 6,083,605  

 

Column (e). For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of Atlanticus through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2020 and reinvestment of dividends.

 

Column (f). For the relevant fiscal year, represents the cumulative TSR of the Nasdaq Financial 100 (“Peer Group TSR”) through December 31 of the applicable fiscal year, assuming $100 was invested on December 31, 2020 and reinvestment of dividends.

 

Column (g). Reflects Net Income in Atlanticus’ Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.

 

Column (h). Company Selected Measure (“CSM”) is Total Revenue from Atlanticus’ Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.

 

 

         
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and TSR

 

The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs, the cumulative total shareholder return (“TSR”) on $100 investing in Atlanticus’ Common Stock at the close of the market on December 31, 2020, with dividends reinvested on the date paid through December 31, 2025, and the cumulative Peer Group TSR. The Peer Group TSR is calculated in a similar manner to Atlanticus’ TSR.

 

grapha.jpg

 

         
Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid and Net Income

 

The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs and Atlanticus’ Net Income in 2025, 2024, 2023, 2022 and 2021.

 

graphb.jpg

 

 

         
Compensation Actually Paid vs. Company Selected Measure

Relationship Between Compensation Actually Paid and Total Revenue

 

The following graph illustrates the relationship between compensation actually paid to our PEO and other NEOs and Atlanticus’ Total Revenue in 2025, 2024, 2023, 2022 and 2021.

 

graphc.jpg

 

         
Tabular List, Table

Most Important Performance Measures

 

We believe the following performance measures represent the most important financial performance measures used by our Compensation Committee to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025:

 

Total Revenue

Net Income Attributable to Common Shareholders Per Common Share – Diluted

Total Assets

 

 

         
Total Shareholder Return Amount $ 271.82 226.47 157 106.37 289.57  
Peer Group Total Shareholder Return Amount 158.24 137.11 109.23 96.53 127.24  
Net Income (Loss) $ 120,609,000 $ 110,106,000 $ 101,954,000 $ 134,612,000 $ 177,789,000  
Company Selected Measure Amount 1,968,399 1,311,444 1,155,876 1,046,913 748,056  
PEO Name           Jeffrey A. Howard
Measure:: 1            
Pay vs Performance Disclosure            
Name Total Revenue          
Measure:: 2            
Pay vs Performance Disclosure            
Name Net Income Attributable to Common Shareholders Per Common Share – Diluted          
Measure:: 3            
Pay vs Performance Disclosure            
Name Total Assets          
First PEO [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 2,099,003 $ 1,812,375 $ 2,049,906 $ 2,189,624 $ 1,672,241  
PEO Actually Paid Compensation Amount 2,629,363 2,904,947 2,594,009 398,008 $ 1,719,163  
PEO Name         David G. Hanna  
Second PEO [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount         $ 1,652,267  
PEO Actually Paid Compensation Amount         $ 18,083,032  
PEO Name         Jeffrey A. Howard  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 238,503 477,025 715,006 860,049    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 311,384 865,315 1,102,443 494,368    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 224,126 435,330 157,783 (14,280)    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 233,352 268,952 (1,117) (1,411,655)    
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0    
PEO | First PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         $ 0  
PEO | First PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         0  
PEO | First PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         28,902  
PEO | First PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         18,020  
PEO | First PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         0  
PEO | Second PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         0  
PEO | Second PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         0  
PEO | Second PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         9,078,015  
PEO | Second PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         7,352,750  
PEO | Second PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         0  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 83,407 166,512 250,010 230,020 0  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 108,894 302,049 385,482 132,219 0  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 78,665 143,741 42,411 (14,280) 28,902  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 75,660 85,011 (294) (13,418) 4,592,020  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0  
v3.26.1
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2025
Restatement Determination Date:: 2025-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis

Compensation Recovery Policies. We have “clawback” policies providing for the adjustment or recovery of compensation in certain circumstances. Our Clawback Policy is applicable to executive officers, was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025, is structured to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and became effective on October 2, 2023. Under this policy, if we are required to restate our financial statements, we are generally required to recover reasonably promptly from any current or former executive officer any incentive-based compensation that would not have been paid but for the incorrect financial statements. The recovery requirement applies to incentive-based compensation received during the three fiscal years preceding the restatement. Incentive-based compensation is any compensation that is granted, earned or vested, based on the achievement of a financial reporting measure.

v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The Compensation Committee and senior management monitor Atlanticus’ equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Compensation Committee’s practice is to approve them at its meeting in mid-March of each year following the filing of Atlanticus’ Form 10-K for the last fiscal year, as part of the annual compensation review. In addition, the Compensation Committee may make grants at other times during the year for new hires or for other reasons, including for job promotions and retention purposes. Given the Compensation Committee’s regular meeting schedule, the proximity of any awards to other significant corporate events is coincidental. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.
Award Timing Predetermined false
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
Awards Close in Time to MNPI Disclosures, Table

Policies and Practices Related to the Timing of Grants of Certain Equity Awards. The Compensation Committee and senior management monitor Atlanticus’ equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, including stock options, the Compensation Committee’s practice is to approve them at its meeting in mid-March of each year following the filing of Atlanticus’ Form 10-K for the last fiscal year, as part of the annual compensation review. In addition, the Compensation Committee may make grants at other times during the year for new hires or for other reasons, including for job promotions and retention purposes. Given the Compensation Committee’s regular meeting schedule, the proximity of any awards to other significant corporate events is coincidental. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions.

v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true