DEF 14A of Pra Group Inc, Apr 30, 2026

DEF 14A of Pra Group Inc

Filed Apr 30, 2026 · FY20250001185348-26-000012

Open on EDGAR

  1. Director Compensation

    Director Compensation Our Board, upon the recommendation of the Compensation Committee, establishes the compensation for our non-employee directors. Non-employee director compensation for 2025 included annual cash retainers for our Board members, Chairman, Committee members, Committee Chairs, and our Lead Independent Director. On the date of our 2025 Annual Meeting, each non-employee director also received an equity award valued at approximately $155,000 that consisted of restricted stock units (“RSUs”) that vest on the anniversary of the grant date or the date of the next annual meeting of the Company’s stockholders that follows the grant date, if earlier. The vesting schedule for the RSUs and the director stock ownership guidelines described below are intended to align our non-employee directors’ economic interests with those of our stockholders. Cash retainers for our Board for 2025 were as follows:

  2. Director Compensation

    | Annual Cash Retainers | 2025 | | Chairman | $125,000 | | Lead Independent Director | $30,000 | | Board Member | $70,000 | | Audit, Compensation, Nominating and Corporate Governance and Risk Committee Chairs | $30,000 | | Audit, Compensation, Nominating and Corporate Governance and Risk Committee Members | $15,000 |

  3. Director Compensation

    Committee Chairs receive a retainer for their service as Committee Chairs and not also for serving as Committee Members. Our non-employee directors received the following compensation for service during 2025:

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Adrian M. Butler (2) | $92,500 | $224,982 | $317,482 | | Marjorie M. Connelly | $115,000 | $154,993 | $269,993 | | Steven D. Fredrickson (3) | $48,750 | — | $48,750 | | Dame Jayne-Anne Gadhia | $100,000 | $154,993 | $254,993 | | Glenn P. Marino (4) | $50,000 | — | $50,000 | | Geir L. Olsen | $100,000 | $154,993 | $254,993 | | Brett L. Paschke | $115,000 | $154,993 | $269,993 | | Scott M. Tabakin | $115,000 | $154,993 | $269,993 | | Peggy P. Turner | $100,000 | $154,993 | $254,993 | | Lance L. Weaver | $145,000 | $154,993 | $299,993 |

  5. Director Compensation

    (1)Amounts represent the aggregate grant date fair value of the director equity awards which are calculated by multiplying the number of RSUs granted by the closing price of our common stock on the grant date, which was $14.43 on June 17, 2025. The actual amount of compensation realized by a director will depend upon the market price of our common stock on the vesting date. (2)Mr. Butler was elected to our Board effective January 1, 2025 and was granted a prorated equity award for his service for the first half of 2025. Mr. Butler also received the 2025 director annual stock award. The stock award amount represents the aggregate grant date fair value of stock awards granted on January 15, 2025 at $20.75 per share, and June 17, 2025 at $14.43 per share. (3)Amount represents fees earned or paid in cash in Mr. Fredrickson’s role as Chairman prior to his election as Executive Chairman effective April 1, 2025. (4)Mr. Marino did not stand for re-election at the 2025 Annual Meeting. In addition to the compensation described above, each non-employee director is reimbursed for travel expenses incurred for attending Board meetings and reasonable expenses associated with participating in continuing education programs. We offer no retirement benefits to directors. We maintain directors’ and officers’ liability insurance policies covering all directors. Effective April 1, 2025, Mr. Fredrickson is compensated solely for his service as Executive Chairman, and does not receive compensation for his service as a director. Mr. Fredrickson receives a base salary of $1,000,000 and does not participate in the annual bonus plan. On April 15, 2025, the Compensation Committee approved a one-time RSU award with a grant date value of $2,000,000. The award will vest two years from the grant date, subject to the terms of his RSU agreement.

  6. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Directors are elected at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified. Each director nominee was nominated by our Board for election upon the recommendation of the Nominating and Corporate Governance Committee. Moreover, each nominee was elected previously by our stockholders except for Mr. Sjolund, who was elected by our Board as a director effective June 17, 2025 following the 2025 Annual Meeting. Our Board currently consists of 10 directors. The Nominating and Corporate Governance Committee did not nominate Ms. Turner for re-election at her request due to personal reasons. As a result, our Board will be reduced to nine directors as of the date of the Annual Meeting. Proxies cannot be voted for a greater number of individuals than the number of nominees. Nominees for director who receive the affirmative votes of a majority of the votes cast in person or by proxy at the Annual Meeting will be elected. Any nominee for director who does not receive the affirmative vote of a majority of the votes cast must offer promptly in writing to submit the director’s resignation to our Board. The Nominating and Corporate Governance Committee will then consider the offer and will recommend to our full Board what action should be taken. Our Board will consider all factors it deems relevant to the best interests of the Company and our stockholders and determine whether to accept the director’s resignation within a reasonable period of time after certification of the election results. Each nominee has consented to serve as a director if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve. However, if any nominee should become unable or unwilling to serve, proxies may be voted for another person nominated as a substitute by our Board or our Board may reduce the number of directors. If our Board nominates a substitute, the shares represented by all valid proxies will be voted for that nominee. We did not receive any nominations or recommendations for director from stockholders for consideration at the Annual Meeting.

  7. Proposal 1: Election of Directors

    | | | OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE. |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Adrian M. Butler | | Marjorie M. Connelly | | | | Independent Age: 55 Director Since: 2025 Committee Membership: • Compensation • Risk | | Independent Age: 64 Director Since: 2018 Committee Membership: •Audit (Chair) •Risk |

  10. Director Nominees

    | Background: | | | | Background: | | | | | Mr. Butler served as Chief Technology Officer at Foot Locker, Inc. (NYSE), a leading global footwear and apparel retailer from 2023 to April 2026. From 2020 to 2023, Mr. Butler served as Chief Information Officer at Casey’s General Stores, Inc. (Nasdaq), a convenience store chain. From 2015 to 2020, Mr. Butler served as Senior Vice President of Information Technology and Chief Information Officer at Dine Brands Global, Inc. (NYSE), the parent company of Applebee’s and IHOP restaurants. From 2011 to 2015, Mr. Butler served as Vice President in the technology services division of Target Corporation. From 2019 to 2025, Mr. Butler served on the board of directors and audit committee for Potbelly Corporation (Nasdaq), a publicly traded, fast casual restaurant chain. | | | | Ms. Connelly has approximately 30 years of experience as an executive in financial services and operations. From 2014 until her retirement in 2017, Ms. Connelly served as the Chief Operating Officer of Convergys Corporation (NYSE), a publicly traded, global leader in customer management. From 2012 to 2013, she was the Interim President of Longwood University. From 2009 to 2011, Ms. Connelly was the Global Chief Operating Officer at Barclaycard where she was responsible for the operations and technology support of the consumer and commercial credit card, merchant acquiring and point of sale finance businesses. From 2006 to 2008, Ms. Connelly was the Chief Operating Officer of Wachovia Securities, and prior to that, she spent 12 years at Capital One Financial Corporation (NYSE) in roles of increasing responsibility, including Executive Vice President, Head of Infrastructure for U.S. credit card operations and interim Chief Information Officer. Since 2021, Ms. Connelly has served on the board of directors, including on the audit committee, nominating, governance and social responsibility committee, compensation and talent development committee and the innovation committee, of Altria Group, Inc. (NYSE) and previously served on our Board from 2013 to 2014. | | | | | Director Skills and Qualifications: | | | | Director Skills and Qualifications: | | | | | Mr. Butler’s experience as both a Chief Technology Officer and Chief Information Officer of large, publicly traded and global companies, provides him with a comprehensive understanding of complex IT issues, and expertise in digital, data and analytics and cybersecurity and qualifies him to serve on our Board. | | | | Ms. Connelly’s extensive experience in the financial services industry with publicly traded, global companies qualifies her to serve on our Board. | | | | | | | | | | | | | | | Information Technology/Data Governance/ Cybersecurity Experience | | | | Information Technology/Data Governance/ Cybersecurity Experience | | | | | International/Global | | Public Company | | Financial Industry | | International/Global | | | | | | | | | | | | Risk Oversight | | Strategic Planning | | Public Company | | Risk Oversight | | Education: | | | | Education: | | | | | •Doctorate, Management, University of Maryland University College Campus | | | | • Advanced Management Program, Harvard Business School | | | | | •M.B.A., Embry Riddle Aeronautical University | | | | • B.A., Political Science, University of Delaware | | | | | •B.S., Computer Science, Grambling State University | | | | | | | | | | | | | Other Public Company Directorships: | | | | | | | | | • Altria Group, Inc. | | | |

  11. Director Nominees

    | Steven D. Fredrickson | | Dame Jayne-Anne Gadhia | | | | Executive Chairman of the Board Age: 66 Director Since: 2002 Committee Membership: •None | | Independent Age: 64 Director Since: 2024 Committee Membership: •Audit •Nominating and Corporate Governance |

  12. Director Nominees

    | Background: | | | | Background: | | | | | Mr. Fredrickson, who is retired, has over 40 years of experience in the financial industry predominantly in executive roles with oversight of most key functions. He has served as Executive Chairman of the Board since April 1, 2025, having previously served as Chairman of the Board since April 1, 2020 when he retired from the Company. From June 2017 until March 31, 2020, he served as the Company’s Executive Chairman to support the transition of the CEO role and expand the Company’s presence in Europe. Mr. Fredrickson was Chairman and CEO from 2002 until June 2017 and also served as the Company’s President from 1996 to August 2015. Prior to co-founding the Company in 1996, Mr. Fredrickson held leadership roles with Household International (“HI”) in various business units responsible for distressed consumer, commercial and commercial real estate debt. Before joining HI, Mr. Fredrickson specialized in corporate and real estate workouts at Continental Bank of Chicago. | | | | Ms. Gadhia founded the financial technology company Snoop in 2019 and served as its Executive Chair until July 2023 when she retired. She is a Chartered Accountant who began her career with Ernst & Young LLP and later joined Norwich Union (now Aviva) as a Senior Manager before founding Virgin Direct in 1995, which was acquired by the Royal Bank of Scotland (“RBS”) in 2001. She subsequently spent five years at RBS before returning to Virgin Money as CEO from 2007 to 2018. Following the sale of Virgin Money, Ms. Gadhia joined Salesforce, Inc. (NYSE) as CEO – United Kingdom and Ireland from 2019 until 2021, when she joined Snoop full-time. Ms. Gadhia has served as Chair of the Boards of His Majesty’s Revenue & Customs since 2020, MoneyFarm, an online investment advisor and digital wealth management company, since 2022; and Ozone API since 2024. She has also served as Senior Advisor for Vanquis Banking Group PLC (LSE), which acquired Snoop, since 2023 and previously as Senior Advisor for UniCredit from 2023 to 2024 and Chair for Alpha FX from 2024 to 2025. Ms. Gadhia was awarded Commander of the Order of the British Empire (“CBE”) in 2013 for her services to banking and the community, Dame CBE in 2019 for her services to the financial industry in general and women in the financial industry in particular, and Commander of the Royal Victorian Order in 2022. | | | | | Director Skills and Qualifications: | | | | Director Skills and Qualifications: | | | | | Mr. Fredrickson’s leadership of the Company in his current and previous roles as Chairman, Executive Chairman, President and CEO, and his extensive industry knowledge qualify him to serve on our Board. | | | | Ms. Gadhia’s extensive financial industry experience, including as a founder of two financial services companies, as well as her leadership roles in public companies, qualifies her to serve on our Board. | | | | | | | | | | | | | | | Financial Industry | | International/Global | | Financial Industry | | International/Global | | | Public Company | | Risk Oversight | | Public Company | | | | | | | | | | | | | | Strategic Planning | | | | | | | | Education: | | | | Education: | | | | | •M.B.A., Finance, School of Business, University of Illinois | | | | •B.A., History, University of London | | | | | •B.S., Business Administration, University of Denver | | | | | | | |

  13. Director Nominees

    | Geir L. Olsen | | Brett L. Paschke | | | | Independent Age: 53 Director Since: 2023 Committee Membership: •Compensation •Nominating and Corporate Governance | | Independent Age: 57 Director Since: 2020 Committee Membership: •Audit •Compensation (Chair) |

  14. Director Nominees

    | Background: | | | | Background: | | | | | Mr. Olsen has served as the CEO of Andenes Investments, a private investment company focusing on finance and technology since 2018. He was the CEO and a board member of Aktiv Kapital, AS, a leading European consumer debt purchaser, from September 2011 until its acquisition by the Company in 2014. From August 2014 until January 2016, Mr. Olsen served as the CEO of PRA Group Europe. Prior to Aktiv Kapital, Mr. Olsen held various leadership roles in sales, marketing and strategy with Cisco Systems, Inc. ("Cisco") (Nasdaq) and Tandberg, a Norwegian company that Cisco acquired in 2010. He also advised financial services and technology companies as a consultant at McKinsey & Company for five years prior to joining Tandberg. In 2013, Mr. Olsen cofounded Ubon Partners, an investment company focused on early-stage companies in technology and financial services, and was a partner until December 2018. He is currently a board member of portfolio companies such as Avida Finans AB and Huma AS. He is also a director of Pexip ASA, a Norwegian technology company listed on the Oslo Stock Exchange and previously served on our Board from 2016 to 2020. | | | | Mr. Paschke is Managing Partner of WinForest Partners (“WinForest”), a private equity firm focused on investments in healthcare, technology and services. Before transitioning to a full-time role with WinForest in December 2023, Mr. Paschke served as a Senior Director of Investment Banking for William Blair & Company, a leading global investment banking firm focused on serving high quality growth companies (“William Blair”), from January 2023 to December 2023, having previously served as Vice Chair of Investment Banking at William Blair from 2021 to January 2023. Mr. Paschke joined William Blair in 1997 and served in roles of increasing responsibility, including leader of the Equity Capital Markets Group from 2009 to 2020. Since June 2021 Mr. Paschke has served on the board of directors and audit committee for Duluth Holdings Inc. (Nasdaq). | | | | | Director Skills and Qualifications: | | | | Director Skills and Qualifications: | | | | | Mr. Olsen’s in-depth understanding of the European consumer finance and debt purchase markets and experience in using technology to transform businesses qualify him to serve on our Board. | | | | Mr. Paschke’s executive leadership roles and extensive experience working with public companies, including his role as a leader of William Blair’s Investment Banking and Equity Capital Markets groups, and Public Company Investment Banking, provide him with the requisite management experience and business expertise to serve on our Board. | | | | | | | | | | | | | | | Information Technology/Data Governance/ Cybersecurity Experience | | | | Financial Industry | | International/Global | | | Financial Industry | | International/Global | | Public Company | | Strategic Planning | | | Strategic Planning | | | | | | | | Education: | | | | Education: | | | | | •M.Sc. Economics and Business Administration, Norwegian School of Economics | | | | •M.B.A., Harvard Business School •B.A., Politics, Princeton University | | | | | Other Public Company Directorships: | | | | Other Public Company Directorships: | | | | | •Pexip ASA | | | | •Duluth Holdings Inc. | | | |

  15. Director Nominees

    | Martin Sjolund | | Scott M. Tabakin | | | | President and CEO Age: 53 Director Since: 2025 Committee Membership: •None | | h Independent Age: 67 Director Since: 2004 Committee Membership: •Audit •Risk (Chair) |

  16. Director Nominees

    | Background: | | | | Background: | | | | | Mr. Sjolund has over 20 years of experience in leadership roles for large, complex organizations where he has overseen strategy, operations, mergers and acquisitions, marketing and sales. He has served as the Company's President and CEO since June 2025, having previously served as President of PRA Group Europe from June 2018 to June 2023, where he led all areas of the European business, with expanded responsibility for Canada and Australia beginning in 2023. Mr. Sjolund served as Director – Group Strategy and Corporate Development (Europe) of Aktiv Kapital from 2011 until 2014 when Aktiv Kapital was acquired by the Company. He held the same position with the Company until November 2015 when he was appointed Chief Operating Officer – Europe, a position he held until June 2018 that required oversight of all Europe collections operations. Prior to joining Aktiv Kapital, he held leadership positions with global technology companies Cisco (Nasdaq) and LM Ericsson Telephone Company ("Ericsson") (Nasdaq) and was a management consultant at McKinsey & Company in London and Singapore. | | | | Mr. Tabakin is an executive-level consultant, advising boards and management teams on strategy, capital raising, capital structures and exit strategies. He was a certified public accountant and has 40 years of public company and healthcare industry experience, which includes service as Executive Vice President and CFO of Value Options, Inc. (acquired by Anthem, Inc., NYSE); Executive Vice President and CFO of Bravo Health, Inc. (acquired by Cigna Corporation, NYSE); Executive Vice President and CFO of AMERIGROUP Corporation (NYSE, acquired by Anthem, Inc.); Executive Vice President and CFO of Beverly Enterprises, Inc. (NYSE, now known as Golden Gate National Senior Care, LLC); and as an executive with Ernst & Young LLP. | | | | | Director Skills and Qualifications: | | | | Director Skills and Qualifications: | | | | | Mr. Sjolund's extensive experience in European consumer finance and debt purchasing, together with his leadership roles at large complex organizations, including the Company, provide valuable expertise that qualifies him to serve on our Board. | | | | Mr. Tabakin’s experiences, including his tenure as the CFO of two large publicly traded companies, provide him with a comprehensive understanding of the complex financial and regulatory issues facing public companies and qualify him to serve on our Board. | | | | | | Financial Industry | | International/Global | | Financial Industry | | Government & Regulatory | | | Strategic Planning | | | | Public Company | | Risk Oversight | | | | | | | Strategic Planning | | | | Education: | | | | Education: | | | | | • M.B.A., University of Chicago | | | | • B.S., Accounting, University of Illinois | | | | | • B.S., International Business, Georgetown University | | | | | | | |

  17. Director Nominees

    | Lance L. Weaver | | | | Lead Independent Director Age: 71 Director Since: 2015 Committee Membership: •Compensation •Nominating and Corporate Governance (Chair) |

  18. Director Nominees

    | Background: | | | | | Mr. Weaver serves as the Lead Independent Director and is an accomplished consumer financial services executive with nearly 40 years of experience across the consumer lending, mortgage and credit card asset classes. He has served as an advisor to financial services companies, including Visa Inc. (NYSE), Citigroup (NYSE), Total System Services, Inc. and Apollo Global Management, Inc., and was President, Money Cards for Virgin Money Holdings in the U.K. from 2013 until his retirement in 2015. Before holding these positions, Mr. Weaver’s experience included serving as President of EMEACard Services for Bank of America Corporation (NYSE); service on the senior management team of MBNA Corporation for 15 years; and executive leadership roles with Citigroup, Wells Fargo & Company (NYSE) and Maryland National Bank. From 2017 to 2020, Mr. Weaver served on the board of directors of Internap Corporation, a leading provider of high-performance data center services including high-density colocation and value-added services such as managed hosting, cloud and network connectivity. | | | | | Director Skills and Qualifications: | | | | | Mr. Weaver’s international experiences in the financial services industry along with his experience working for complex, highly regulated, publicly traded organizations qualify him to serve on our Board. | | | | | | Financial Industry | | Government & Regulatory | | | International/Global | | Public Company | | | Risk Oversight | | | | Education: | | | | | •B.S., Marketing, Georgetown University | | | |

  19. Philosophy and Objectives of our Executive Compensation Program

    | Pay for Performance | Competitive Pay | Stockholder Alignment | Culture | | •A significant portion of executive compensation is variable (at-risk) and linked to the Company's performance. •We provide differentiated pay based on each executive’s individual contributions to the Company's performance. | •Our compensation program is designed to attract, retain and motivate highly skilled executives, while promoting internal pay equity and emerging trends in executive compensation to remain competitive with the Company’s Compensation Peer Group (listed on page 30) and market data from similarly-sized companies. •We seek to maximize the financial efficiency of the overall executive compensation program from tax, accounting, and cash flow perspectives. | •Our compensation program is designed to drive the attainment of the Company’s short and long-term financial and strategic objectives, creating alignment of interests between executives and stockholders. •We consider the results of the annual advisory vote by stockholders on the Company’s compensation of its NEOs along with corporate governance best practices. | •We consider effective human capital management practices and foster a highly engaged, high-performance culture that values equity, diversity and inclusion while promoting a culture of compliance and adherence to applicable regulatory requirements and risk management practices. |

  20. Key Features of our Executive Compensation Program

    | What We Do: | What We Don’t Do: | | ✓ Pay for Performance: A significant portion of our NEOs' target annual compensation is variable and at-risk based on achievement of established performance goals. ✓ Use of Peer Group: We target total direct compensation at the median of our Compensation Peer Group. ✓ Retention-Oriented Equity Awards: We enhance executive officer retention by providing a portion of our long-term equity program in time-based awards with multi-year vesting schedules. ✓ Independent Compensation Consultant: The Compensation Committee, which is comprised solely of independent directors, engages an independent executive compensation consultant ("compensation consultant") to advise it on executive compensation matters. ✓ Company-Favorable Restrictive Covenants: We maintain strong restrictive covenants in our employment agreements for our NEOs and obtain enhanced restrictive covenants in connection with our equity grants. ✓ Stock Ownership Guidelines: We have stock ownership guidelines of 5 times salary for our CEO and Board members and 3 times salary for all other executive officers. ✓ Clawback Policy: We have a compensation recovery policy that requires the Company to clawback incentive-based compensation received by our executive officers in the event of certain accounting restatements. | × No Excessive Risk-Taking: We design our compensation programs to discourage our employees, including our NEOs, from taking unnecessary or excessive risks. × No Guaranteed Minimum Payouts: We do not have guaranteed minimum payouts on our annual bonus or long-term incentive plans. × No Guaranteed Salary Increase: We do not provide automatic base salary increases to our executive officers. × No Tax Gross-ups: We do not provide our NEOs with excise tax gross-ups. × No "Single Trigger" Equity Vesting: We do not accelerate the vesting of equity awards on a change in control of the Company or upon a termination of employment unless such termination occurs within six months before or 24 months following such change in control or in the event of the NEO’s death or disability. × Minimal Perquisites: We generally do not provide our executive officers with perquisites or other personal benefits. × No Executive Deferred Compensation Plans: We do not offer nonqualified deferred-compensation plans or arrangements to our executive officers. × No Hedging or Pledging: We do not permit hedging or pledging of Company shares. |

  21. Key Elements of our 2025 Compensation Program

    | | Element | Key Characteristics | Primary Objectives | | FIXED PAY | Annual Compensation | | | | | Base Salary | Cash | Attracts, retains and rewards NEOs by providing a fixed source of income to reflect experience, skills and competencies. | | | | Reviewed annually and generally targeted at the Compensation Peer Group median, subject to individual performance and internal pay equity. | | | | CEO Other NEOs | | | | | Short-Term Incentive Awards | | | | | Annual Bonus | Cash | Focuses NEOs on our annual results and aligns NEOs’ interests with those of our stockholders by rewarding performance focused on the achievement of established financial metrics and strategic objectives. | | | | Variable cash compensation component based on performance against established financial metrics and strategic objectives. Final payout is based on the Compensation Committee’s analysis of the Company’s performance against the established financial metrics and strategic objectives, in addition to the Company's performance and our NEOs' individual performance. | | | AT-RISK PAY | CEO Other NEOs | | | | | Long-Term Incentive Awards | | | | | 50% Performance Stock Units ("PSUs") 50% Restricted Stock Units ("RSUs") | Common Stock | Aligns the interests of our NEOs with those of our stockholders by linking a substantial portion of NEO compensation to stock performance and the achievement of long-term Company financial goals. Provides opportunities for stock ownership, which attracts and motivates our NEOs and promotes retention. | | | | PSUs vest after a three-year performance period, based on the achievement of established financial metrics and stock price performance. RSUs vest annually over a three-year period. | | | | | | | | | CEO Other NEOs | | |

  22. 2025 Executive Compensation Decisions

    | Before Year End | The Compensation Committee begins with a review of our executive compensation program, including its design components, compensation levels and competitiveness against our Compensation Peer Group to determine if any changes should be made to the program for the next fiscal year. | | At Beginning of Year | The Compensation Committee determines the principal components of compensation and sets financial and strategic metrics for our short- and long-term incentive plans for our executive officers to drive our corporate goals and strategic objectives while holding our executive officers accountable for their performance. | | During the Year | The Compensation Committee meets regularly throughout the year, with management and in executive session, and reviews the Company’s performance to date against the established financial and strategic objectives. | | After Year End | After year end, the Compensation Committee reviews the Company's performance against the established financial metrics and strategic objectives and each NEO's performance and makes annual compensation decisions for our short- and long-term incentive plans that are consistent with our executive compensation philosophy and objectives. |

  23. Annual Bonus Plan

    Annual Bonus Plan The Annual Bonus Plan is a short-term incentive plan designed to reward our executive officers, including our NEOs. At the beginning of each year, the Compensation Committee establishes performance metrics, typically a combination of financial metrics and strategic objectives that are intended to drive near-term execution and progress against longer-term business objectives and priorities. The Compensation Committee also sets the corresponding performance goals to determine payout outcomes under the Annual Bonus Plan. Target award opportunities are determined as a percentage of base salary, subject to proration for changes in base salary and bonus opportunity during the year (exclusive of any other compensation or benefits) and are payable in cash upon the achievement of a threshold performance level and capped by a maximum performance level as established by the Compensation Committee.

  24. 2025 Annual Bonus Plan Design

    2025 Annual Bonus Plan Design For 2025, the Compensation Committee approved the financial metrics and strategic objectives set forth in the table below.

  25. 2025 Annual Bonus Plan Design

    | Performance Metrics | Weight | Rationale | | Net Income, as adjusted (1) | 50% | We believe that net income, as adjusted, provides a clear, transparent and objective measure of performance that aligns with stockholder value. | | Adjusted EBITDA (2) | 30% | We believe that Adjusted EBITDA helps provide enhanced period-to-period comparability of the Company’s operational and financial performance and is useful to investors as other companies in the industry report similar financial measures. | | Strategic Objectives | 20% | We believe our strategic objectives add accountability for driving results linked to the Company’s strategic goals. Strategic objectives for the year related to customer insights, artificial intelligence and investor outreach. |

  26. 2025 Annual Bonus Plan Design

    (1)Net Income/(loss) attributable to PRA Group, Inc., calculated in accordance with GAAP, adjusted to exclude the impact of foreign exchange rate fluctuations, material unplanned expenses (as approved by the Compensation Committee), and changes in accounting principles and tax laws. (2)Adjusted EBITDA under our bonus plan differs from the definition of the non-GAAP financial measure Adjusted EBITDA included in Appendix A to this Proxy Statement. Under our bonus plan, Adjusted EBITDA is calculated starting with our GAAP financial measure, Net Income/(loss) attributable to PRA Group, Inc. plus income tax expense (or less income tax benefit); plus foreign exchange loss (or less foreign exchange gain); plus interest expense, net; plus other expense; plus depreciation and amortization; plus impairment of real estate; plus goodwill impairment; plus net income attributable to noncontrolling interests; less gain on sale of equity method investment and plus recoveries collected and applied to Finance receivables, net less changes in expected recoveries, further adjusted to exclude the impact of foreign exchange rate fluctuations, material unplanned expenses (as approved by the Compensation Committee), and changes in accounting principles and tax laws.

  27. 2025 Annual Bonus Plan Results and Payout

    2025 Annual Bonus Plan Results and Payout Following table shows the financial performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (200% payout) bonus amounts, along with actual results for 2025. Payouts are linearly interpolated for performance between threshold and maximum.

  28. 2025 Annual Bonus Plan Results and Payout

    | Performance | Threshold ($M) | Target ($M) | Maximum ($M) | Actual (1) ($M) | Payout (as a % of Target) | | Net Income, as adjusted | $90 | $113 | $141 | $73 | — | | Adjusted EBITDA | $1,059 | $1,324 | $1,655 | $1,315 | 98% | | Strategic Objectives | Significantly exceeded expectations of customer insights and artificial intelligence initiatives, while achieving our investor outreach goals. | | | | 167% |

  29. 2025 Annual Bonus Plan Results and Payout

    (1)Reflects adjustment for goodwill impairment, partially offset by a gain on the sale of an equity method investment. These adjustments were intended to support decision-making that promotes the long-term health of the business and remains consistent with the intent of our established performance goals. Following the end of the year, the Compensation Committee considered the Company’s 2025 financial and strategic performance in addition to our NEOs’ accomplishments as described in the “Executive Summary” of this CD&A and determined the Annual Bonus payout for each NEO, as reflected in the table below.

  30. 2025 Annual Bonus Plan Results and Payout

    | NEO | 2025 Bonus Target | 2025 Bonus Paid | Bonus Paid as a Percentage of Target | | Martin Sjolund (1)(2) | $815,600 | $827,800 | 101% | | Vikram A. Atal | $1,187,500 | $827,000 | 70% | | Rakesh Sehgal | $520,000 | $390,000 | 75% | | LaTisha O. Tarrant | $525,000 | $395,000 | 75% | | R. Owen James (1)(2) | $476,500 | $357,400 | 75% |

  31. 2025 Annual Bonus Plan Results and Payout

    (1)Bonus targets for Messrs. Sjolund and James were prorated to reflect changes in role and compensation during the year. In connection with Mr. Sjolund’s appointment as President and CEO, Mr. Sjolund’s target annual bonus award opportunity was increased to 125%, and his bonus award was prorated based on his applicable target bonus levels before and after his promotion. Mr. James’ target annual bonus award opportunity was similarly prorated to reflect his promotion and corresponding increase in target compensation during the year. (2)Converted to U.S. dollars from British pounds using a December 31, 2025 conversion rate of £1.00 = $1.3473.

  32. Long-Term Incentive Plan ("LTIP") Awards

    Long-Term Incentive Plan ("LTIP") Awards Equity awards, which are made under our 2022 Equity Plan, are intended to focus executives on increasing long-term stockholder value, enhance executive retention and promote executive stock ownership. The Compensation Committee generally grants annual LTIP awards in March. The Compensation Committee sets target LTIP award amounts for all executives, including our NEOs, based on several factors, including comparative peer and market compensation data for each NEO position in the Compensation Peer Group, the percentage of total direct compensation that is equity-based, equity burn-rate and overhang, LTIP performance goals, the Company’s financial performance and retention considerations. No single factor is given greater weight than any other in the decision-making process. The LTIP awards are delivered using a mix of PSUs and RSUs, with the ratio determined by the Compensation Committee. •The PSU component is designed to align the interests of our executive officers with those of our stockholders by focusing on the Company's long-term goals and maximizing stockholder returns over a three-year period tied to financial metrics. PSUs are granted annually with performance metrics and stock price performance set by the Compensation Committee at the beginning of the three-year performance period. Any awards earned cliff vest at the end of the three-year measurement period based on continued employment and Company achievement of the financial metrics and stock price performance. •The RSU component is designed to retain highly skilled executives, align the interests of our executive officers with those of our stockholders and promote stock ownership by our executive officers. RSUs are granted annually and vest ratably over three years.

  33. 2025 LTIP Award Design and Grants

    2025 LTIP Award Design and Grants For 2025, the Compensation Committee determined that our NEOs 2025 LTIP awards would consist of a mix of 50% PSUs and 50% RSUs, which is consistent and aligns closely with equity compensation market practices of our Compensation Peer Group. The Compensation Committee selected the following three performance metrics for the PSUs awarded for the 2025 LTIP; (i) Adjusted EBITDA, (ii) Relative Total Shareholder Return ("Relative TSR") and (iii) ROATE. The Compensation Committee believes Adjusted EBITDA, Relative TSR and ROATE are the most appropriate metrics for measuring financial performance under the LTIP as they encourage our executive officers to focus on actions to improve the long-term financial health and performance of the Company, with an emphasis on value creation for our stockholders. Adjusted EBITDA, Relative TSR and ROATE metrics are independent of each other, and the 2025 LTIP awards can be earned for each metric individually based on performance achievement. A description of each PSU performance metric for the 2025 LTIP is set forth below.

  34. 2025 LTIP Award Design and Grants

    | PSU Performance Metrics: | | (i) Adjusted EBITDA: •Is a supplemental measure of operations and financial performance, as it excludes certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business, and is useful to investors as other companies in the industry report similar financial measures. Adjusted EBITDA should not be considered as an alternative to net income determined in accordance with GAAP. Adjusted EBITDA is calculated starting with our GAAP financial measure, Net Income/(loss) attributable to PRA Group, Inc. plus income tax expense (or less income tax benefit); plus foreign exchange loss (or less foreign exchange gain); plus interest expense, net; plus other expense (or less other income); plus depreciation and amortization; plus impairment of real estate; plus goodwill impairment; plus net income attributable to noncontrolling interests; less gain on sale of equity method investment and plus recoveries collected and applied to finance receivables, net less changes in expected recoveries •Is based upon the Company’s achievement of the cumulative Adjusted EBITDA metric goal over the 2025-2027 performance period. The three-year cumulative Adjusted EBITDA will be used to determine the percentage of target PSUs vested. | | Relative TSR: •Is measured over the 2025-2027 performance period based on the Company’s performance compared to the companies in the S&P SmallCap 600 Financial Sector Index. The number of PSUs earned will be determined by the Company’s Relative TSR performance over this performance period. The beginning share price will be the average closing price for the 30 calendar days immediately preceding the first day of the performance period and the ending share price will be the average closing price for the last 90 calendar days of the performance period. | | ROATE: •Is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP, used to monitor and evaluate operating performance relative to our equity. Average tangible equity is defined as average Total stockholders’ equity - PRA Group, Inc. less average goodwill and average other intangible assets. ROATE is calculated by dividing Net Income/(loss) attributable to PRA Group, Inc. by average tangible equity. •Is based upon the Company’s ROATE, which will be calculated annually, over the 2025-2027 performance period. The three-year average will be used to determine the percentage of target PSUs earned. |

  35. 2025 LTIP Award Design and Grants

    This table sets forth the PSU performance metrics at target for 2025:

  36. 2025 LTIP Award Design and Grants

    | Adjusted EBITDA(1) | | Relative TSR(1) | | ROATE(1) | | | Performance vs. Target | Target Shares Earned (%) | Value | Target PSUs Earned (%) | Value | Target Shares Earned (%) | | Less than 80% | 0% | Below 30th percentile | 0% | Less than 80% | 0% | | 80% | 50% | 30th percentile | 50% | 80% | 50% | | 90% | 75% | 50th percentile | 100% | 90% | 75% | | 100% | 100% | 70th percentile | 150% | 100% | 100% | | 112.5% | 150% | 90th percentile or more | 200% | 112.5% | 150% | | 125% or more | 200% | | | 125% or more | 200% |

  37. 2025 LTIP Award Design and Grants

    (1)Linear interpolation is performed to determine target shares earned between values. The table below sets forth the annual LTIP award values granted at target for 2025 for each NEO:

  38. 2025 LTIP Award Design and Grants

    | NEO | 2025 Annual LTIP Awards | | | | | | PSUs at Target | | RSUs | | | | # of Units(1) | Grant Date Value ($)(2) | # of Units(1) | Grant Date Value ($)(2) | | Martin Sjolund | 35,194 | 700,000 | 35,193 | 700,000 | | Vikram A. Atal | 125,691 | 2,500,000 | 125,691 | 2,500,000 | | Rakesh Sehgal | 27,652 | 550,000 | 27,652 | 550,000 | | LaTisha O. Tarrant | 27,652 | 550,000 | 27,652 | 550,000 | | R. Owen James | 25,138 | 500,000 | 25,138 | 500,000 |

  39. 2025 LTIP Award Design and Grants

    (1)The number of PSUs and RSUs granted was based on the total grant date value divided by the closing price of our common stock on March 7, 2025. (2)Rounded to the nearest $50 to reflect Compensation Committee approved grant values. Messrs. Sjolund and James received additional LTIP awards in connection with their respective promotions reflecting their expanded responsibilities. Mr. Sjolund was granted an equity award valued at $1.8 million on the date of grant that was comprised of 50% PSUs and 50% RSUs, which vest ratably over a three-year period beginning with the first anniversary of the grant date. The Company also granted Mr. James time-based RSUs, valued at $100,000 on the date of grant, which vest ratably over a three-year period beginning with the first anniversary of the grant date. The table below sets forth LTIP promotion-related awards.

  40. 2025 LTIP Award Design and Grants

    | | PSUs at Target | | RSUs | | | | # of Units(1) | Grant Date Value ($)(2) | # of Units(1) | Grant Date Value ($)(2) | | Martin Sjolund | 62,370 | 900,000 | 62,370 | 900,000 | | R. Owen James | — | — | 6,930 | 100,000 |

  41. 2025 LTIP Award Design and Grants

    (1)The number of PSUs and RSUs granted was based on the total grant date value divided by the closing price of our common stock on June 17, 2025. (2)Rounded to the nearest $50 to reflect Compensation Committee approved grant values.

  42. Summary of Our Concurrent LTIP Awards Outstanding

    Summary of Our Concurrent LTIP Awards Outstanding Following the grant of the 2025 LTIP awards, our NEOs had three tranches (award years 2023-2025) of LTIP awards outstanding. The key features of these outstanding awards are included below:

  43. Summary of Our Concurrent LTIP Awards Outstanding

    | LTIP Award Year | Measurement Period | Award Components | PSU Performance Metric | PSU Weighting | | 2023 | 2023-2025 | 50% PSUs | Adjusted EBITDA | 50% | | | | 50% RSUs | Relative TSR | 50% | | 2024 | 2024-2026 | 50% PSUs 50% RSUs | Adjusted EBITDA | 33.33% | | | | | ROATE | 33.33% | | | | | Relative TSR | 33.33% | | 2025 | 2025-2027 | 50% PSUs 50% RSUs | Adjusted EBITDA | 33.33% | | | | | ROATE | 33.33% | | | | | Relative TSR | 33.33% |

  44. 2023 LTIP Results and Payouts

    2023 LTIP Results and Payouts In February 2026, the Compensation Committee reviewed the results for 2023-2025 performance period (January 1, 2023 to December 31, 2025) and determined that 46% of the PSUs granted under the 2023 LTIP were earned based on the Company's performance on the following metrics:

  45. 2023 LTIP Results and Payouts

    | 2023 - 2025 LTIP Performance Metrics | Target (100% Payout) ($M) | Actual Performance ($M) | Percentage Payout | | Adjusted EBITDA (1) | $3,579 | $3,460 | 92% | | Relative TSR (2) | 50th percentile | 3rd percentile | 0% | | | | 2023 LTIP Payout | 46% |

  46. 2023 LTIP Results and Payouts

    (1)Adjusted EBITDA is calculated starting with our GAAP financial measure, Net Income/(loss) attributable to PRA Group, Inc. plus income tax expense (or less income tax benefit); plus foreign exchange loss (or less foreign exchange gain); plus interest expense, net (or less interest income, net); plus other expense (or less other income); plus depreciation and amortization; plus impairment of real estate; plus net income attributable to noncontrolling interests; plus recoveries applied to negative allowance less changes in expected recoveries, further adjusted to exclude the impact of foreign exchange rate fluctuations, and changes in accounting principles and tax laws. (2)Comparison of our TSR relative to the S&P SmallCap 600 Financial Sector Index.

  47. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has sole authority to hire its compensation consultant, approve such consultant’s compensation, determine the nature and scope of its services, and evaluate its performance. The Compensation Committee may terminate its compensation consultant’s engagement or hire additional consultants at any time. The compensation consultant reports directly to the Compensation Committee. A representative of the compensation consultant attends Compensation Committee meetings and communicates with the Compensation Committee Chair between meetings, as requested. The compensation consultant provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program, updating the Compensation Committee on evolving executive compensation practices and trends and providing market information and analysis regarding the competitiveness of our executive compensation program and award values in relation to performance. During 2025, the Compensation Committee engaged Pearl Meyer as its compensation consultant. As part of its engagement, Pearl Meyer performed the following key services for the Compensation Committee: •analyzed each NEO’s compensation compared to our Compensation Peer Group and other survey data, including target and actual pay levels for each component, and in the aggregate, of our total direct compensation (salary, annual bonus award and annual equity grant) and the mix of our direct compensation components (fixed versus variable, short-term versus long-term and cash versus equity-based pay); •provided consultation and advice in support of key executive leadership transitions; •reviewed and provided recommendations to the Compensation Committee on the composition of our Compensation Peer Group; •evaluated the competitiveness of our long-term incentive plans, including their aggregate cost, the rate at which equity is awarded and their dilutive impact; •reviewed and provided advice on the CD&A and related compensation disclosures in this Proxy Statement; •reviewed and provided input on materials for Compensation Committee meetings; •reviewed and provided advice on executive compensation philosophy, strategy, practices and policies; •reviewed and provided advice on executive and non-employee director stock ownership guidelines; •conducted a risk assessment of our compensation programs; •provided advice on recent trends and developments in executive compensation; and •provided a review of the Company’s non-employee director compensation program compared to our Compensation Peer Group. The Compensation Committee has assessed Pearl Meyer's independence pursuant to SEC rules and Nasdaq listing standards and has determined that no known conflict of interest exists that prevents Pearl Meyer from serving as the Compensation Committee's compensation consultant.

  48. Use of Competitive Data

    Use of Competitive Data

  49. Use of Competitive Data

    | The Compensation Committee generally compares the compensation of our NEOs to the median of our Compensation Peer Group. In addition, the Compensation Committee considers factors such as our financial performance relative to our Compensation Peer Group, the unique characteristics of the individual NEO’s position, and any succession and retention concerns. To maintain the competitiveness of our executive compensation program, the Compensation Committee bases executive compensation decisions on competitive peer and market compensation data and pay practices. Annually, with input from Pearl Meyer, the Compensation Committee determines our Compensation Peer Group, which is intended to reflect companies that are comparable to us based on various metrics, including net income, market capitalization, complexity of operations and business model. The Compensation Committee approved the list of companies in the chart to the right as an appropriate peer group for making executive compensation decisions for 2025. Factors considered in selecting our Compensation Peer Group include (y) revenue (generally falling in a range of 0.4 to 2.5 times our revenue) and (z) market capitalization (generally falling in a range of 0.25 to 4.0 times our market capitalization). In addition to Compensation Peer Group data, the Compensation Committee reviews general industry compensation survey data reported by Willis Towers Watson. The Compensation Committee reviews the data related to the Compensation Peer Group and the Willis Towers Watson survey to ascertain the competitive market for our NEOs, to determine whether our compensation levels are competitive, and to make compensation adjustments to reflect executive performance and Company performance. | 2025 Compensation Peer Group | | | Credit Acceptance Corporation CSG Systems International, Inc. Encore Capital Group, Inc. Enova International, Inc. Green Dot Corporation LendingClub Corporation MGIC Investment Corporation Navient Corporation NMI Holdings, Inc. Onity Group Inc. Regional Management Corporation Walker & Dunlop, Inc. World Acceptance Corporation |

  50. Nonqualified Deferred Compensation Plans and Arrangements

    Nonqualified Deferred Compensation Plans and Arrangements We do not offer nonqualified deferred compensation plans or arrangements to any of our executive officers, including our NEOs.

  51. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements As part of our executive compensation program we provide certain severance and change in control benefits to our NEOs. Each NEO is entitled to receive severance benefits under either our Executive Severance Plan or under the terms of an employment agreement. We provide these severance benefits in order to provide an overall compensation package that is competitive with those offered by other companies with whom we compete for executive talent. Additionally, such severance benefits allow our executives to focus on the Company's business objectives and the interests of our stockholders without concern for their employment security. Mr. Sehgal and Ms. Tarrant are currently the only NEOs who participate in the Executive Severance Plan, which provides certain payments and other benefits upon a qualifying termination. Messrs. Sjolund and James have entered into employment agreements with the Company, and are eligible for severance payments and other benefits upon a qualifying termination as set forth in their employment agreements. In the case of a termination for cause, no severance payments will be made to our NEOs. We do not provide excise tax reimbursements or gross-ups for severance payment and other benefits upon a qualifying termination. For detailed information on the estimated potential payments and benefits payable to our NEOs in the event of their termination of employment, including following a change in control of the Company, see the section below titled “Post-Employment Compensation Arrangements” in this Proxy Statement. Mr. Atal had an employment agreement with the Company. Prior to his retirement on December 31, 2025, he was eligible for severance payments and other benefits upon a qualifying termination as set forth in his employment agreement. Mr. Atal’s retirement did not constitute a qualifying termination under his employment agreement.

  52. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards to our employees, including our NEOs, are discretionary and must be approved by the Compensation Committee. The Company’s long-standing practice has been to grant annual equity awards on a predetermined schedule, usually following the release of our financial statements for the prior year. In addition, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not currently grant stock options.

  53. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation awarded to, earned by, or paid to each of our NEOs for all services rendered to the Company for the years ended December 31, 2025, 2024, and 2023.

  54. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Comp(2) ($) | All Other Comp(3) ($) | Total ($) | | Martin Sjolund(4) | 2025 | 746,829 | 3,312,393 | 827,781 | 51,092 | 4,938,095 | | President and Chief Executive Officer | 2024 | 486,803 | 1,435,669 | 584,264 | 33,600 | 2,540,336 | | | 2023 | 481,215 | 1,020,254 | 320,000 | 33,075 | 1,854,544 | | Vikram A. Atal | 2025 | 950,000 | 5,291,591 | 827,000 | 14,000 | 7,082,591 | | Former President and Chief Executive Officer | 2024 | 950,000 | 5,129,030 | 1,425,000 | 13,800 | 7,517,830 | | | 2023 | 694,231 | 1,499,972 | 712,500 | 155,846 | 3,062,549 | | Rakesh Sehgal | 2025 | 520,000 | 1,164,147 | 390,000 | 14,000 | 2,088,147 | | Executive Vice President & Chief Financial Officer | 2024 | 500,000 | 954,838 | 600,000 | 13,800 | 2,068,638 | | | 2023 | 432,492 | 458,386 | 265,000 | 29,451 | 1,185,329 | | LaTisha O. Tarrant | 2025 | 525,000 | 1,164,147 | 395,000 | 14,000 | 2,098,147 | | General Counsel & Chief Human Resources Officer | 2024 | 504,808 | 1,168,548 | 600,000 | 13,800 | 2,287,156 | | | 2023 | 576,923 | 765,077 | 265,000 | 13,200 | 1,620,200 | | R. Owen James(4) | 2025 | 496,516 | 1,158,307 | 357,366 | 35,636 | 2,047,825 | | President, PRA Group Europe | 2024 | 389,467 | 954,838 | 467,411 | 29,210 | 1,840,926 | | | 2023 | 367,521 | 480,022 | 220,000 | 27,564 | 1,095,107 |

  55. Summary Compensation Table

    (1)The amounts represent the aggregate grant date fair value of the stock awards granted in 2025, 2024 and 2023 determined pursuant to Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating these amounts are discussed in Note 1 and Note 12 to our consolidated financial statements in the 2025 Form 10-K. Stock awards consist of time-based RSUs and performance-based PSUs awarded under the LTIP (see page 26 of this Proxy Statement for a description of the LTIP Awards). The actual amount of compensation that will be realized by the NEO at the time the stock award vests, if at all, will depend upon the market price of our common stock on the day prior to the vesting date. The value as of the grant date of the maximum number of shares that could vest under the 2025 LTIP PSU awards is as follows: Mr. Mr. Sjolund, $3,424,810; Mr. Atal, $5,583,194; Mr. Sehgal, $1,228,297; Ms. Tarrant, $1,228,297; and Mr. James $1,116,625. For more information on the awards granted during 2025, see the Grants of Plan-Based Awards table on page 33 of this Proxy Statement. (2)These amounts represent awards under the Annual Bonus Plan (see page 25 of this Proxy Statement for a description of the Annual Bonus Plan). (3)The amounts comprising “All Other Comp” for Messrs. Atal and Sehgal and Ms. Tarrant represent Company matching contributions to the recipient’s 401(k) plan account up to the 2025 $14,000 limit for such plan under federal income tax rules. For Messrs. Sjolund and James, the amounts represent payments under the Pensions Act 2008 of the Parliament of the United Kingdom. For Mr. James, the amount includes Company pension contributions. For Mr. Sjolund, the amounts include cash payments in lieu of Company pension contributions. (4)Messrs. Sjolund and James compensation was converted to U.S. dollars from British pounds using a December 31, 2025 conversion rate of £1.00 = $1.3473.

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our NEOs, information concerning awards under our 2022 Equity Plan and Annual Bonus Plan for 2025.

  57. Grants of Plan-Based Awards

    | Name | Award Type(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Martin Sjolund(6) | STI | | — | 1,028,565 | 5,000,000 | | | | | | | | RSU | 3/7/2025 | | | | | | | 35,193 | 699,989 | | | PSU | 3/7/2025 | | | | — | 35,194 | 70,388 | | 781,637 | | | RSU | 6/17/2025 | | | | | | | 62,370 | 899,999 | | | PSU | 6/17/2025 | | | | — | 62,370 | 124,740 | | 930,768 | | Vikram A. Atal | STI | | — | 1,187,500 | 5,000,000 | | | | | | | | RSU | 3/7/2025 | | | | | | | 125,691 | 2,499,994 | | | PSU | 3/7/2025 | | | | — | 125,691 | 251,382 | | 2,791,597 | | Rakesh Sehgal | STI | | — | 520,000 | 5,000,000 | | | | | | | | RSU | 3/7/2025 | | | | | | | 27,652 | 549,998 | | | PSU | 3/7/2025 | | | | — | 27,652 | 55,304 | | 614,149 | | LaTisha O. Tarrant | STI | | — | 525,000 | 5,000,000 | | | | | | | | RSU | 3/7/2025 | | | | | | | 27,652 | 549,998 | | | PSU | 3/7/2025 | | | | — | 27,652 | 55,304 | | 614,149 | | R. Owen James(6) | STI | | — | 494,729 | 5,000,000 | | | | | | | | RSU | 3/7/2025 | | | | | | | 25,138 | 499,995 | | | PSU | 3/7/2025 | | | | — | 25,138 | 50,276 | | 558,313 | | | RSU | 6/17/2025 | | | | | | | 6,930 | 100,000 |

  58. Grants of Plan-Based Awards

    (1)During 2025, our NEOs were awarded the following plan-based awards: annual short-term incentive ("STI") awards under our Annual Bonus Plan and time-based RSUs and performance-based PSUs under our LTIP. (2)The amounts represent the range of possible payouts of the STI from $0, at threshold to 200% of target, at maximum. While our Annual Bonus Plan sets the maximum amount payable to a participant for a performance period at $5,000,000, over the past 10 years the maximum payment to any NEO has not exceeded 200%, equivalent to $1,631,167 for Mr. Sjolund, $2,375,000 for Mr. Atal, $1,004,000 for Mr. Sehgal, $1,050,000 for Ms. Tarrant and $952,974 for Mr. James. (3)The amounts represent the range of possible payouts of the PSUs from 0% of target, at threshold, to 200% of target, at maximum. The PSUs will not vest if the performance criteria are not met. Vesting of the PSUs is based on the achievement of goals with respect to three metrics (Adjusted EBITDA, ROATE and Relative TSR) over the 2025-2027 performance period, subject to continued employment. (4)The amounts represent RSUs. One-third of the RSUs vest on each of the first, second and third anniversary of the grant date, subject to continued employment. For Mr. James’ June 2025 RSU grant, upon an eligible retirement, any unvested RSUs continue to vest on their original schedule, subject to compliance with applicable post employment conditions. Mr. Atal retired on December 31, 2025 and, pursuant to the terms of his outstanding awards, his unvested RSUs continue to vest on their original schedule following retirement. (5)The amounts represent the aggregate grant date fair value of each award, calculated by multiplying the fair value on the grant date by the number of RSUs and the target number of the PSUs. The fair value of the RSUs is based on the closing price of the Company’s common stock on the grant date of March 7, 2025 and June 17, 2025. The fair value of the PSUs on the grant date of March 7, 2025 is based on $26.85 per share for the Relative TSR performance metric (a market condition) and $19.89 per share, the closing price of our common stock on the grant date, for the other two performance metrics, Adjusted EBITDA and ROATE. The fair value of the PSU on the grant date of June 17, 2025 is based on $15.91 per share for the Relative TSR performance metric (a market condition) and $14.43 per share, the closing price of our common stock on the grant date, for the other two performance metrics, Adjusted EBITDA and ROATE. (6)Messrs. Sjolund and James compensation was converted to U.S. dollars from British pounds using a December 31, 2025 conversion rate of £1.00 = $1.3473.

  59. Outstanding Equity Awards at Fiscal-Year End

    Outstanding Equity Awards at Fiscal-Year End The following table provides information on our NEOs’ outstanding unvested equity awards as of December 31, 2025. No options were outstanding as of December 31, 2025.

  60. Outstanding Equity Awards at Fiscal-Year End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares of Stock that Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares Units or Other Rights That Have Not Vested ($) (2)(3) | | Martin Sjolund | 3/7/2023 | 3,617 | 63,985 | 10,851 | 191,954 | | | 3/7/2024 | 16,462 | 291,213 | 24,694 | 436,837 | | | 3/7/2024(4) | 3,951 | 69,893 | — | — | | | 3/7/2025 | 35,193 | 622,564 | 35,194 | 622,582 | | | 6/17/2025 | 62,370 | 1,103,325 | 62,370 | 1,103,325 | | Vikram A. Atal | 3/7/2024 | 63,216 | 1,118,291 | 94,824 | 1,677,437 | | | 3/7/2025 | 125,691 | 2,223,474 | 125,691 | 2,223,474 | | Rakesh Sehgal | 3/7/2023 | 1,005 | 17,778 | 3,014 | 53,318 | | | 9/15/2023 | 2,736 | 48,400 | — | — | | | 3/7/2024 | 10,536 | 186,382 | 15,804 | 279,573 | | | 3/7/2024(4) | 3,951 | 69,893 | — | — | | | 3/7/2025 | 27,652 | 489,164 | 27,652 | 489,164 | | LaTisha O. Tarrant | 3/7/2023 | 1,206 | 21,334 | 3,617 | 63,985 | | | 8/15/2023 | 7,410 | 131,083 | — | — | | | 3/7/2024 | 13,170 | 232,977 | 19,755 | 349,466 | | | 3/7/2024(4) | 3,951 | 69,893 | — | — | | | 3/7/2025 | 27,652 | 489,164 | 27,652 | 489,164 | | R. Owen James | 3/7/2023 | 905 | 16,009 | 2,712 | 47,975 | | | 8/15/2023 | 3,923 | 69,398 | — | — | | | 3/7/2024 | 10,536 | 186,382 | 15,804 | 279,573 | | | 3/7/2024(4) | 3,951 | 69,893 | — | — | | | 3/7/2025 | 25,138 | 444,691 | 25,138 | 444,691 | | | 6/17/2025 | 6,930 | 122,592 | — | — |

  61. Outstanding Equity Awards at Fiscal-Year End

    (1)The RSUs granted vest ratably over a three-year period, beginning on the first anniversary of the award date subject to the terms of the respective RSU agreement. (2)The amounts represent the fair market value of the awards, calculated using $17.69, the closing price of the Company’s common stock on December 31, 2025. (3)The performance component of the LTIP awards will not vest or be awarded if we do not achieve the minimum threshold performance targets pursuant to the terms of the respective PSU agreement, as described more fully on page 26 in this Proxy Statement. If such targets are met, the number of shares to be received by each NEO will be determined based on actual performance (for each year). The PSU award performance period is three years, beginning on January 1 of the year of the grant and ending in three years on December 31. (4)The RSUs granted vest two years from the grant date, subject to the terms of the respective RSU agreement.

  62. Stock Vested

    Stock Vested The following table provides information concerning the shares acquired on vesting of RSUs and PSUs during 2025 on an aggregated basis for each of our NEOs, and includes the value realized upon vesting. During 2025, we had no stock options outstanding and awarded no stock options.

  63. Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | Martin Sjolund | 17,524 | 352,758 | | Vikram A. Atal | 57,461 | 1,085,465 | | Rakesh Sehgal | 16,872 | 292,678 | | LaTisha O. Tarrant | 16,814 | 309,597 | | R. Owen James | 11,356 | 214,399 |

  64. Stock Vested

    (1)The amounts represent the aggregate dollar amount realized upon vesting, computed by multiplying the number of shares of stock by the closing market price of our common stock on the day prior to the vesting date. (2)On February 24, 2026, the Compensation Committee determined the final payment of PSUs earned under the 2023 LTIP for the three-year period ended December 31, 2025, based on the Company’s financial results and, as a result, this table does not reflect the number of shares acquired or value realized on vesting. The following table provides detailed vesting information of the value realized upon vesting of stock awards:

  65. Stock Vested

    | Name | Award Type | Vesting Date | Number of Shares (#)(1) | Closing Market ($)(2) | Value Realized on Vesting ($) | | Martin Sjolund | PSU | 3/7/2025 | 2,335 | 20.13 | 47,004 | | | RSU | 3/7/2025 | 15,189 | 20.13 | 305,755 | | Vikram A. Atal | RSU | 3/7/2025 | 31,608 | 20.13 | 636,269 | | | RSU | 4/15/2025 | 12,926 | 17.03 | 220,130 | | | RSU | 12/31/2025 | 12,927 | 17.72 | 229,066 | | Rakesh Sehgal | RSU | 3/7/2025 | 6,273 | 20.13 | 126,275 | | | RSU | 5/15/2025 | 7,863 | 15.31 | 120,383 | | | RSU | 9/15/2025 | 2,736 | 16.82 | 46,020 | | LaTisha O. Tarrant | PSU | 3/7/2025 | 518 | 20.13 | 10,427 | | | RSU | 3/7/2025 | 8,348 | 20.13 | 168,045 | | | RSU | 8/15/2025 | 7,409 | 16.51 | 122,323 | | | RSU | 11/15/2025 | 539 | 16.33 | 8,802 | | R. Owen James | PSU | 3/7/2025 | 519 | 20.13 | 10,447 | | | RSU | 3/7/2025 | 6,915 | 20.13 | 139,199 | | | RSU | 8/15/2025 | 3,922 | 16.51 | 64,752 |

  66. Stock Vested

    (1)On February 24, 2026, the Compensation Committee determined the final payment of PSUs earned under the 2023 LTIP for the three-year period ended December 31, 2025, based on the Company’s applicable criteria for the award, as a result, this table does not reflect the number of shares acquired or value realized on vesting. (2)The closing market price of our common stock used to calculate value of shares at vesting is the trading day prior to the vesting date.

  67. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The amounts in the following table were calculated based upon employment agreements in effect and participation in the Executive Severance Plan as of December 31, 2025. Amounts reflect an assumed termination date of December 31, 2025, and use the full year target non-equity incentive plan awards.

  68. Potential Payments Upon a Termination or Change in Control

    | Name | Type of Payment or Benefit | Involuntary Termination without Cause/Constructive Termination, not during a Change in Control Protection Period ($) (1) | Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period ($) (2)(3) | Disability ($) | Death ($) | | Martin Sjolund(5) | Severance Payment – Base Salary | 373,415 | 373,415 | — | — | | | Severance Payment – Non-Equity Incentive Award | — | — | — | — | | | Pro-Rata Bonus | — | — | — | — | | | Equity(4) | — | 4,505,678 | 4,505,678 | 4,505,678 | | | Benefits | — | — | — | — | | | Total | 373,415 | 4,879,093 | 4,505,678 | 4,505,678 | | Rakesh Sehgal | Severance Payment – Base Salary | 520,000 | 780,000 | — | — | | | Severance Payment – Non-Equity Incentive Award | 520,000 | 780,000 | — | — | | | Pro-Rata Bonus | — | — | — | — | | | Equity(4) | — | 1,633,672 | 1,633,672 | 1,633,672 | | | Benefits | 7,391 | 11,087 | — | — | | | Total | 1,047,391 | 3,204,759 | 1,633,672 | 1,633,672 | | LaTisha O. Tarrant | Severance Payment – Base Salary | 500,000 | 750,000 | — | — | | | Severance Payment – Non-Equity Incentive Award | 500,000 | 750,000 | — | — | | | Pro-Rata Bonus | — | — | — | — | | | Equity(4) | — | 1,847,066 | 1,847,066 | 1,847,066 | | | Benefits | 32,544 | 48,816 | — | — | | | Total | 1,032,544 | 3,395,882 | 1,847,066 | 1,847,066 | | R. Owen James(5) | Severance Payment – Base Salary | 496,516 | 496,516 | — | — | | | Severance Payment – Non-Equity Incentive Award | — | — | — | — | | | Pro-Rata Bonus | — | — | — | — | | | Equity(4) | — | 1,681,205 | 1,681,205 | 1,681,205 | | | Benefits | — | — | — | — | | | Total | 496,516 | 2,177,721 | 1,681,205 | 1,681,205 |

  69. Potential Payments Upon a Termination or Change in Control

    (1)For Mr. Sehgal and Ms. Tarrant, termination without “Cause” or “Constructive Termination,” each as defined in our Executive Severance Plan, provides severance payments in the amount of one times their respective salaries, one times their respective annual non-equity incentive awards and subsidized COBRA reimbursements for 12 months. (2)Mr. Sehgal and Ms. Tarrant receive severance in the amount of one and one-half times their respective salaries, one and one-half times their annual non-equity incentive awards and subsidized COBRA reimbursements for 18 months for termination without “Cause” or “Constructive Termination” during a change in control, as defined in our Executive Severance Plan. (3)Messrs. Sjolund and James receive severance payments, as set forth in their employment agreements, and all NEOs receive vesting of equity grants accelerated in the case of a change in control and an involuntary termination without “Cause” or “Constructive Termination” (as defined in the Executive Severance Plan or the respective Employment Agreement) within the periods that are six months before and 24 months after the change in control. (4)Equity values represent the immediate vesting of all unvested equity grants as of December 31, 2025 upon involuntary termination without “Cause” or “Constructive Termination” (as defined in the Executive Severance Plan or the respective Employment Agreement) in connection with a change in control, death and disability and are based on $17.69, the closing price of the Company’s common stock on December 31, 2025. (5)Messrs. Sjolund and James compensation was converted to U.S. dollars from British pounds using a December 31, 2025 conversion rate of £1.00 = $1.3473.

  70. CEO Pay Ratio

    CEO Pay Ratio For 2025, our last completed fiscal year: • the annual total compensation of our median employee was $55,358; • the annualized total compensation of our CEO, Mr. Sjolund, was $4,938,095; and • the ratio of the annual total compensation of our CEO to our median employee was 89 to 1. In accordance with SEC rules, we selected a median employee for 2025 who has compensation that was similar to the same median employee who was selected for 2024 because our 2024 median employee terminated employment in 2025. We believe there has been no change in our employee compensation arrangements or employee population that would result in a significant change to our pay ratio disclosure for 2025, therefore we did not re-identify a new median employee for 2025. Based on our payroll and employment records for 2023, we identified the median employee from an employee population of 3,220 individuals on September 30, 2023. Our employee population included all employees as of September 30, 2023. We included the following pay elements in the total compensation for each employee: •salary received; •overtime pay received; and •incentive compensation payments received. We identified our median employee for 2025 by, (1) calculating the total compensation using the pay elements described above for each of our employees and (2) ranking the total compensation of all employees (other than our CEO) from lowest to highest. We calculated the annual total compensation for our 2025 median employee using the same methodology used to calculate our CEO’s annual total compensation for 2025 as reported in the Summary Compensation Table in this Proxy Statement.

  71. Pay Versus Performance

    Pay Versus Performance Set forth below is information about the relationship between “compensation actually paid” to our NEOs and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the CD&A beginning on page 21 of this Proxy Statement.

  72. Pay Versus Performance Table

    Pay Versus Performance Table

  73. Pay Versus Performance Table

    | Year(1) | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for non-PEO NEOs ($) (2) | Average Compensation Actually Paid to non-PEO NEOs ($) (3)(4) | Value of Initial Fixed $100 Investment based on(5): | | GAAP Net Income ($M) | Adjusted EBITDA ($M) (7)(8) | | | PEO Sjolund ($) (2) | PEO Atal ($) (2) | PEO Stevenson ($) (2) | PEO Sjolund ($) (3) | PEO Atal ($) (3) | PEO Stevenson ($) (3)(4) | | | TSR ($) | Peer Group TSR ($) (6) | | | | 2025 | 4,938,095 | 7,082,591 | — | 4,892,065 | 4,755,582 | — | 2,078,040 | 1,699,108 | 45 | 158 | (305) | 1,315 | | 2024 | — | 7,517,830 | — | — | 6,024,583 | 0 | 2,184,264 | 1,725,178 | 53 | 137 | 71 | 1,138 | | 2023 | — | 3,062,549 | 6,628,660 | — | 2,578,587 | 1,888,877 | 1,602,094 | 764,609 | 66 | 109 | (83) | 1,007 | | 2022 | — | — | 4,984,627 | — | — | 462,885 | 2,050,507 | 648,867 | 85 | 97 | 117 | 1,107 | | 2021 | — | — | 5,636,586 | — | — | 8,853,857 | 2,282,627 | 3,251,463 | 127 | 127 | 183 | 1,378 |

  74. Pay Versus Performance Table

    (1)The following table lists the principal executive officer (“PEO”) and non-PEO NEOs for each of the fiscal years 2025, 2024, 2023, 2022 and 2021.

  75. Pay Versus Performance Table

    | Year | PEO | non-PEO NEOs | | 2025 | Martin Sjolund; Vikram A. Atal | Rakesh Sehgal, LaTisha O. Tarrant and R. Owen James | | 2024 | Vikram A. Atal | Rakesh Sehgal, Martin Sjolund, LaTisha O. Tarrant and R. Owen James | | 2023 | Vikram A. Atal; Kevin P. Stevenson | Rakesh Sehgal, Martin Sjolund, LaTisha O. Tarrant, R. Owen James, Peter M. Graham and Laura B. White | | 2021-2022 | Kevin P. Stevenson | Peter M. Graham, Steven C. Roberts, Christopher B. Graves and Laura B. White |

  76. Pay Versus Performance Table

    (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Messrs. Sjolund, Atal and Stevenson and (ii) the average of the total compensation reported in the Summary Compensation Table for non-PEO NEOs for each applicable year. (3)To calculate compensation actually paid in accordance with SEC rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments made in 2025 for Messrs. Sjolund, Atal and Stevenson for the average of the non-PEO NEO is set forth following the footnotes to this table. (4)Compensation actually paid differs from that reported for 2022 due to a minor correction in a formulaic equation performed in 2023. (5)Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Any dividends paid related to the stocks comprising the Nasdaq Financial 100 are assumed to be reinvested. Historical stock price performance is not necessarily indicative of future stock price performance (6)Index TSR reflects the Nasdaq Financial 100. (7)As noted in the CD&A, the Compensation Committee considered various key financial metrics when it determined Annual Bonus Plan payouts. The Compensation Committee selected Adjusted EBITDA as the Company Selected Measure. It is an important supplemental measure of operations and financial performance, as it excludes certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. (8)Adjusted EBITDA is calculated as net income (or loss) attributable to PRA Group, Inc. plus income tax expense (or less income tax benefit); less foreign exchange gain (or plus foreign exchange loss); plus interest expense, net; plus other expense; plus depreciation and amortization; plus impairment of real estate; plus goodwill impairment; plus net income attributable to noncontrolling interests; less gain on sale of equity method investment; and plus recoveries collected and applied to Finance receivables, net less Changes in expected recoveries. Refer to “Non-GAAP Measures” in Appendix A to this Proxy Statement.

  77. Pay Versus Performance Table

    | | 2025 | | | | | PEO Sjolund | PEO Atal | Average for non-PEO NEOs | | Summary Compensation Table Total(1) | 4,938,095 | 7,082,591 | 2,078,040 | | Adjustments(2) | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table | (3,312,393) | (5,291,591) | (1,162,200) | | Year-end fair value of equity awards granted in the applicable year | 3,467,543 | 4,467,235 | 993,871 | | Year-over-year change in fair value of equity awards granted in prior years that are unvested at year end | (333,291) | (1,422,056) | (183,914) | | Year-over-year change in fair value of equity awards granted in prior years that vested in the year | $132,111 | (80,597) | (26,688) | | COMPENSATION ACTUALLY PAID | 4,892,065 | 4,755,582 | 1,699,108 |

  78. Pay Versus Performance Table

    (1)For our PEOs, Messrs. Sjolund and Atal, these amount represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, the amounts shown represent averages. (2)We do not provide any defined benefit or actuarial pension plans to any employee, including our NEOs. Thus, no pension valuation adjustments were necessary. In addition, for purposes of the equity award adjustments shown above, no equity awards were cancelled due to failure to meet vesting conditions, no equity awards were granted and vested in the same year, and there are no dividends or interest accrued to report.

  79. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is calculated as net income (or loss) attributable to PRA Group, Inc. plus income tax expense (or less income tax benefit); less foreign exchange gain (or plus foreign exchange loss); plus interest expense, net; plus other expense; plus depreciation and amortization; plus impairment of real estate; plus goodwill impairment; plus net income attributable to noncontrolling interests; less gain on sale of equity method investment; and plus recoveries collected and applied to Finance receivables, net less Changes in expected recoveries. We present Adjusted EBITDA because we consider it an important supplemental measure of our operational and financial performance. Management believes Adjusted EBITDA helps provide enhanced period-to-period comparability of our operational and financial performance and is useful to investors as other companies in the industry report similar financial measures. Set forth below is a reconciliation of net income/(loss) attributable to PRA Group, Inc. to Adjusted EBITDA for the years indicated (in thousands):

  80. Adjusted EBITDA

    | | Adjusted EBITDA Reconciliation | | | | | 2025 | 2024 | 2023 | | Net income/(loss) attributable to PRA Group, Inc. | $(305,142) | $70,601 | $(83,477) | | Adjustments: | | | | | Income tax expense/(benefit) | 46,735 | 21,032 | (16,133) | | Foreign exchange (gain)/loss | (755) | 9 | (289) | | Interest expense, net | 251,788 | 229,267 | 181,724 | | Other expense(1) | 336 | 851 | 1,944 | | Depreciation and amortization | 9,035 | 10,792 | 13,376 | | Impairment of real estate | 1,404 | — | 5,239 | | Goodwill impairment | 412,611 | — | — | | Net income attributable to noncontrolling interests | 15,168 | 17,972 | 16,723 | | Gain on sale of equity method investment | (38,403) | — | — | | Recoveries collected and applied to Finance receivables, net less Changes in expected recoveries | 922,697 | 787,028 | 887,891 | | Adjusted EBITDA | $1,315,474 | $1,137,552 | $1,006,998 |

  81. Adjusted EBITDA

    (1) Reflects non-operating activities.