Skip to main content

PRA GROUP INC

For the period ended Jun 16, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 30, 2026

PRAA$12.92-36.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

Not applicable.

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

Payment of Filing Fee (Check all boxes that apply):

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

About PRA Group, Inc.

We are a specialty finance company headquartered in Norfolk, Virginia and incorporated in Delaware. Our primary business is the purchase, collection and management of nonperforming loan portfolios, and we are a global leader in the industry. Most of the loans we purchase are from credit originators who have chosen not to pursue, or have been unsuccessful in collecting, the full balance owed to them. To a lesser extent, we also purchase loans in situations where the customer is involved in a bankruptcy or similar proceeding. Our principal markets are the United States (“U.S.”) and Europe, and on a significantly smaller scale, we also operate in South America, Canada and Australia. As part of an ancillary business, we purchase and provide fee-based services for class action claims recoveries in the U.S. For more information about our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K") as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2026. The information contained on, or that can be accessed through, our website, including any document referenced in this Proxy Statement, is not, and shall not be deemed to be, a part of this Proxy Statement.

Notice of Annual Meeting of Stockholders

DATE:Tuesday, June 16, 2026
TIME:9:30 a.m. Eastern Time
LOCATION:Virtual Meeting
RECORD DATE:April 20, 2026

The PRA Group, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on Tuesday, June 16, 2026, beginning at 9:30 a.m. Eastern Time. Instructions on how to access and participate in the Annual Meeting are provided under “Instructions for Attending and Participating in the Virtual Annual Meeting” on page 2 of the enclosed Proxy Statement. Only stockholders of record as of the close of business on April 20, 2026 are entitled to receive notice of, and to vote during the Annual Meeting.

At the Annual Meeting, stockholders will be asked to vote on the following items:

Election of the nine director nominees named in the accompanying Proxy Statement for a one-year term;

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026;

Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;

Approval of an amendment to increase the share authorization under the PRA Group, Inc.'s 2022 Omnibus Incentive Plan; and

Any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are providing access to our proxy materials by internet in accordance with the SEC’s “notice and access” rules. These rules permit us to provide access to our proxy materials, including the Notice of Annual Meeting, Proxy Statement and our 2025 Form 10-K, by notifying you of their availability on the internet instead of mailing printed copies. Accordingly, on or about April 30, 2026, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will provide instructions on how to access and review our proxy materials on the internet and request printed copies. Stockholders will not receive printed copies of our proxy materials unless they request such copies. If requested, printed copies will be available free of charge. We believe that providing our proxy materials through the internet increases the ability of our stockholders to access the information they need while simultaneously reducing the cost to the Company of the Annual Meeting.

Every vote is important and valued by the Company. Therefore, we encourage you to vote your shares through the internet, by phone or, if you requested and received a printed copy of the proxy card, by mail, using the instructions provided below even if you plan to attend the Annual Meeting.

By Order of the Board of Directors,

LaTisha Owens Tarrant

Corporate SecretaryApril 30, 2026

YOU CAN VOTE IN ONE OF FOUR WAYS
Visit www.proxyvote.com to vote VIA THE INTERNETIf you received printed proxy materials, sign, date and return your proxy card in the envelope provided to vote BY MAIL
Call 1-800-690-6903 to vote BY TELEPHONEAttend the Annual Meeting virtually and vote VIA WEBLINK
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 16, 2026: The Company’s Proxy Statement and 2025 Form 10-K to stockholders are available at www.proxyvote.com

2026 Proxy Statement

Table of Contents

PROXY STATEMENT SUMMARYi
Annual Meetingi
Voting Matters and Board Vote Recommendationsi
Corporate Governance Highlightsi
Director Dashboardii
Investor Outreach and Engagementii
2025 Company Performance Highlightsiii
PROXY STATEMENT2
Purpose2
Record Date2
Quorum2
Vote Required2
Instructions for Attending and Participating in the Virtual Annual Meeting2
CORPORATE GOVERNANCE4
Board Leadership4
Building Our Board4
Director Qualifications5
Board Committees5
Board’s Role in Risk Oversight7
Board’s Role in Management Succession Planning7
Director Independence7
Director Attendance7
Director Compensation7
Director Stock Ownership Guidelines8
Communications with Our Board9
Code of Conduct9
Policy for Approval of Related Party Transactions9
Pledging9
Hedging9
PROPOSAL 1: ELECTION OF DIRECTORS10
Director Nominees11
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM16
AUDIT COMMITTEE MATTERS17
Audit Committee Report17
Audit Committee Pre-Approval Policies and Procedures18
Fees Paid to Ernst & Young18
EXECUTIVE OFFICERS19
PROPOSAL 3: APPROVAL OF NEO COMPENSATION20
COMPENSATION COMMITTEE REPORT20
COMPENSATION DISCUSSION AND ANALYSIS21
EXECUTIVE COMPENSATION TABLES32
Summary Compensation Table32
Grants of Plan-Based Awards33
Outstanding Equity Awards at Fiscal-Year End34
Stock Vested35
Post-Employment Compensation Arrangements36
CEO Pay Ratio38
Pay Versus Performance39
Relationship between Pay and Performance40
Most Important Performance Measures42
Securities Authorized for Issuance Under Equity Compensation Plan42
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO INCREASE THE SHARE AUTHORIZATION UNDER THE 2022 OMNIBUS INCENTIVE PLAN43
SECURITY OWNERSHIP45
Security Ownership of Certain Beneficial Owners and Management45
Section 16(a) Beneficial Ownership Reporting Compliance46
VOTING INSTRUCTIONS AND OTHER INFORMATION47
How to Vote47
Revoking Your Proxy48
Inspector of Elections48
Householding48
Broker Non-Votes48
Stockholder Proposals49
Other Information49
Other Matters to be Presented49
APPENDIX A - NON-GAAP FINANCIAL MEASURES50
APPENDIX B - 2022 OMNIBUS INCENTIVE PLAN52

2026 Proxy Statement |PRA Group

Proxy Statement Summary
This summary highlights certain information contained elsewhere in this Proxy Statement but does not contain all information that you should consider prior to casting your vote. Therefore, you should read the entire Proxy Statement carefully before voting.
2026 Annual Meeting Information
Date and TimePlaceRecord Date
Tuesday, June 16, 2026Virtual Meeting4/20/2026
9:30 a.m. EST
Voting Matters and Board Vote Recommendations
Agenda Item · Voting Recommendation · Page Reference
Proposal 1:Elect the nine director nominees named in this Proxy Statement for a one-year termFOR10
Proposal 2:Ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2026FOR16
Proposal 3:Advisory vote to approve the compensation of our named executive officers (“NEOs”)FOR20
Proposal 4:Approval of an amendment to increase the share authorization under PRA Group, Inc.'s 2022 Omnibus Incentive Plan (the “2022 Equity Plan”)FOR43
Corporate Governance Highlights
Independent Oversight · •Our Board of Directors (“Board”) is comprised primarily of independent directors (8 of 10).•Our Board Committees are comprised solely of independent directors. •We have a Lead Independent Director who, among other responsibilities, presides over executive sessions of our independent directors, which occur at each in-person or virtual Board meeting. •The roles of Executive Chairman of the Board ("Executive Chairman") and Chief Executive Officer (“CEO”) are separate. •Our Compensation Committee engages an independent compensation consultant to advise and support the Compensation Committee’s work.
Board Refreshment · •Our Board and all Board Committees conduct annual performance evaluations. •Our directors cannot stand for re-election after they reach the age of 75.
Stockholder Rights and Alignment · •Our stockholders have the right to call special meetings. •Our directors are elected annually.•Our directors must be elected by a majority of the votes cast in uncontested elections. •We have stock ownership guidelines that apply to our directors and executive officers in order to align their interests with the interests of our stockholders. •All incentive compensation for our executive officers is subject to recoupment (or clawback) by the Company in the event of an accounting restatement, to comply with applicable law or if the executive officer violates restrictive covenants included in the executive officer’s equity award or employment agreement.
Hedging / Pledging · •Our directors, executive officers and employees are prohibited from engaging in short sales and hedging transactions involving the Company’s equity securities and may not pledge our common stock.

i PRA Group |2026 Proxy Statement

Director Dashboard
We are led by directors whose qualifications, experience and backgrounds support the effective oversight of our business and affairs, further our strategic goals and provide valued guidance to our management. The charts below reflect key data about our Board as of April 20, 2026.
Financial Industry Experience9
Government and Regulatory Experience23
Information Technology / Data Governance /Cybersecurity Experience3
International / Global Experience8
Public Company Experience9
Risk Oversight Experience7
Strategic Planning Experience6
Investor Outreach and Engagement
We interact with our investors in a variety of ways. Our Vice President of Investor Relations meets regularly with stockholders, prospective stockholders, investment analysts and creditors. These meetings often include participation by our CEO, Chief Financial Officer (“CFO”) and other business leaders, and focus on topics such as how we execute our strategy to deliver growth, profitability and stockholder value. In addition to these meetings, our management also routinely engages with our stockholders and other stakeholders. We value input from our stockholders and communicate regularly with them to better understand their perspectives, address any questions or concerns, and help increase their understanding of our business. Throughout 2025, we contacted many of our stockholders, including several of our top 50 stockholders, conducted 60 unique meetings and engaged with holders of more than 51% of our shares outstanding. These discussions generally focused on the Company’s business strategy, market positioning, financial performance and other relevant governance and non-governance matters. We also communicate with our stockholders through other channels, including our SEC filings, news releases, investor conferences, non-deal roadshows, annual report, annual meeting, annual proxy statement and investor relations website. In addition, we hold quarterly conference calls, which are open to the public, to discuss our financial results.
2025 STOCKHOLDER MEETINGS60PERCENT OF SHARES ENGAGED IN 2025 51%+2025 INVESTOR EVENTS8

2026 Proxy Statement | PRA Group ii

2025 Company Performance Highlights
2025 Key Financial Results (1)
Global Portfolio Purchases (2)Estimated Remaining Collections ("ERC") (3)Total Cash CollectionsCash Efficiency Ratio (4)Adjusted Cash Efficiency Ratio (5)
$1.2 Bfrom $1.4 B$8.6 Bp15%$2.1 Bp13%42%from 59%61%from 58%
Total PortfolioRevenueNet Income Attributable to PRA GroupAdjusted Net Income Attributable to PRA Group (6)Adjusted EBITDA (7)Adjusted ROATE (8)
$1.2 Bp8%($305 M)from $71 M$73 Mfrom $71 M$1.3 Bp16%8.5%from 9.5%
2025 Key Accomplishments
Financial ✓ Increased U.S. Core and Europe purchase price multiples✓ Global cash collections grew 13%, with strong Europe cash collections and U.S. vintages collectively performing on track with expectations ✓ Continued cash collections growth in the legal and digital channelsReduced Costs and Improved Operations ✓ Increased use of offshoring in call center and other functions, closed three call center sites in the U.S. ✓ Eliminated over 115 corporate and overhead roles in the U.S., resulting in $20 million of annualized gross savings ($17 million net)✓ Continued to grow U.S. offshore agent headcount and expand activity with external debt collection agencies✓ Reduced U.S. onshore agent headcount by approximately 40%, while U.S. Core cash collections were up 20% year-over-year✓ Identified and announced new talent hub in Charlotte, North Carolina✓ Re-organized U.S. leadership team for better and faster decision-making Strengthened and Diversified Capital Structure ✓ Issued €300 million of Euro-denominated notes✓ Repurchased $20 million of shares of common stock
(1) Comparisons of the Company’s financial results, as of and for the year ended December 31, 2025, are compared against results as of and for the year ended December 31, 2024.(2) Represents the third highest level of investment in Company history. (3) ERC refers to the sum of all future projected cash collections on our nonperforming loan portfolios.(4) Cash efficiency ratio is calculated by dividing cash receipts less operating expenses by cash receipts. Cash receipts refers to cash collections on the Company's nonperforming loan portfolios, fees and revenue recognized from the Company's class action claims recovery services. (5) Adjusted cash efficiency ratio is calculated by dividing cash receipts less adjusted operating expenses by cash receipts, which is a financial measure that is not required by, or calculated in accordance with, generally accepted accounting principles (“GAAP”). Refer to “Non-GAAP Measures” in Appendix A to this Proxy Statement.(6) Net income/(loss) attributable to PRA Group, Inc. excluding the impact of certain transactions that are unusual or infrequent in nature and not reflective of our ongoing operations ("Adjusted net income/(loss) attributable to PRA Group"), is a non-GAAP financial measure. Refer to “Non-GAAP Measures” in Appendix A to this Proxy Statement.(7) Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is a non-GAAP financial measure. Refer to “Non-GAAP Measures” in Appendix A to this Proxy Statement.(8) Adjusted return on average tangible equity ("Adjusted ROATE") is a non-GAAP financial measure. Refer to “Non-GAAP Measures” in Appendix A to this Proxy Statement.

iii PRA Group |2026 Proxy Statement

120 CORPORATE BOULEVARD

NORFOLK, VIRGINIA 23502

Proxy Statement

Annual Meeting of Stockholders

June 16, 2026

Purpose

This Proxy Statement is being made available to stockholders on or about April 30, 2026 in connection with a solicitation by the Board of PRA Group, Inc. (the “Company,” “we,” “us” or “our”) of proxies to be voted at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") and any adjournments or postponements. The Annual Meeting will be held virtually on Tuesday, June 16, 2026, at 9:30 a.m. Eastern Time for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

Record Date

At the close of business on April 20, 2026, which is the record date for the Annual Meeting (the “Record Date”), there were 38,140,888 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Quorum

In order for business to be conducted at the Annual Meeting, a majority of the issued and outstanding shares of our common stock entitled to vote, represented in person or by proxy, must be present. Abstentions and broker shares that include “broker non-votes” that are present and entitled to vote are counted as present for purposes of determining a quorum. See “Broker Non-Votes” on page 48 of this Proxy Statement for an explanation of what constitutes a broker non-vote.

Vote Required

Each stockholder will have one vote for each share of our common stock held as of the Record Date. Shares of our common stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy.

If you provide specific voting instructions, your shares will be voted as you instruct. If you vote through the internet or by phone and vote as recommended by our Board or if you sign and return your proxy card, but do not provide instructions, your shares will be voted as follows:

FOR the electionof the nine nominees for directors named in this Proxy Statement for a one-year term (“Proposal 1”);

FOR the ratification of the appointment of EY as our independent registered public accounting firm for 2026 (“Proposal 2”);

FOR the approval, on a non-binding advisory basis, of the compensation of our NEOs (“Proposal 3”); and

FOR the approval of an amendment to increase the share authorization under the 2022 Equity Plan ("Proposal 4").

With respect to Proposal 1, each director nominee will be elected if the director nominee receives a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on Proposal 1. Proposal 2, Proposal 3 and Proposal 4 will be approved if a majority of the shares present in person or represented by proxy and entitled to vote on the matter, vote in favor of the applicable proposal. Abstentions will have the effect of a vote “AGAINST” Proposal 2, Proposal 3 and Proposal 4. However, broker non-votes will have no effect on these proposals.

Instructions for Attending and Participating in the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. However, stockholders will have the same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting.

The Annual Meeting will begin at 9:30 a.m. Eastern Time on Tuesday, June 16, 2026. In order to attend and participate in the Annual Meeting, including voting your shares and submitting questions, you must register at www.proxyvote.com by 11:59 p.m. Eastern Time on June 15, 2026. If you are a record holder, you must register using the virtual control number included on your Notice of Internet

2 PRA Group |2026 Proxy Statement

Availability of Proxy Materials or on your proxy card (if you requested and received a printed copy of the proxy materials). If you hold your shares beneficially through a bank, broker or other nominee, and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares, then you may access, participate in and vote at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares and submit questions during and before the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares or submit questions) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation. We encourage you to check in by 9:15 a.m. Eastern Time on June 16, 2026, the day of the Annual Meeting. A pop-up window will appear fifteen minutes prior to the Annual Meeting.

Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance via the internet, by telephone or by mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

2026 Proxy Statement | PRA Group 3

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.