Terms

Series

7.625% Series B Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7.625%

Rate Type

Fixed

Annual Dividend

$1.91

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

June 11, 2026

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: Series A Convertible Preferred Stock, All Existing And Future Indebtedness Of Atlanticus Holdings Corporation, Indebtedness And Other Liabilities Of Subsidiaries, Any Preferred Equity Interests Held By Others In Subsidiaries, Any Future Equity Securities Issued With Terms Specifically Providing That They Rank Senior To Series B Preferred Stock; Pari Passu With: Any Future Equity Securities Expressly Designated As Ranking On Parity With Series B Preferred Stock; Senior To: Common Stock, All Other Equity Securities Designated As Ranking Junior To Series B Preferred Stock

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Shares Offered

2,800,000

Prospectus Summary

Atlanticus Holdings Corporation is offering 2,800,000 shares of its 7.625% Series B Cumulative Perpetual Preferred Stock at a $25.00 liquidation preference, with an annual dividend of $1.90625 per share (~$0.477 quarterly), paid on or about March 15, June 15, September 15, and December 15. The stock is perpetual with no stated maturity and is not callable before June 11, 2026, after which Atlanticus may redeem at $25.00. These are direct preferred shares (not depositary receipts). Dividends are cumulative, meaning any missed payments accrue and must be paid in full before Atlanticus can distribute anything to common stockholders. The Series B Preferred Stock ranks senior to Atlanticus's common stock and all other junior equity securities, but is junior to the existing 400,000-share Series A Convertible Preferred Stock and all current and future debt obligations of the holding company. Critically, as a holding company issuer, the Series B Preferred Stock is structurally subordinated to all liabilities of Atlanticus's operating subsidiaries—those subsidiaries have no legal obligation to upstream funds to service these dividends. There is no regulatory capital call provision (Atlanticus is not a bank holding company subject to Tier 1 capital requirements). A special optional redemption right exists if a Delisting Event or Change of Control occurs, exercisable at $25.00 plus accrued dividends, within 90 or 120 days respectively. At the $25.00 offering price, the effective yield is 7.625% annually. Dividends may qualify for the 15%/20% preferential qualified dividend income (QDI) rate for non-corporate holders and the dividends-received deduction (DRD) for corporate holders, contingent on Atlanticus having sufficient current or accumulated earnings and profits—which it currently has, though this is not guaranteed in future years. Record dates fall between 10 and 30 days before each quarterly payment date, as designated by the Board. The dividend stopper provision prohibits any distributions on common stock or junior/parity securities until all accumulated Series B dividends are current; failure to pay for six or more quarters (consecutive or not) triggers holders' right to elect two directors to the Board.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Atlanticus has not paid full cumulative dividends on the Series B Preferred Stock for all past periods, it cannot pay dividends on or repurchase common stock or any other junior or parity equity securities, protecting preferred holders' right to accumulated dividends before any distributions flow to junior securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 72 (Strong)