PRA GROUP INC PRAA

49% shingled-prose overlap between the two filings.

2025: 43,175 chars · 2026: 42,166 chars

• Committee Report:5% overlap (465 → 5,989 chars)
• Pay Ratio (Item 402(u)):43% overlap (1,587 → 1,692 chars)
• Say-on-Pay proposal:11% overlap (3,049 → 25,000 chars)

• newTABLE OF CONTENTS Compensation Discussion and AnalysisPage2025 Named Executive Officers21Executive Summary21Philosophy and Objectives of our Executive Compensation Program22Key Features of our Executive Compensation Program22Key Elements of our 2025 Executive Compensation Program232023 LTIP Results and Payouts28Our Goal-Setting and Compensation Decision-Making Process28Other Programs, Practices and Policies30
• changedThis Compensation Discussion and Analysis (“CD&A”) is intended to provide youwitha description of our executive compensation program, with a focus on the Compensation Committee’s decisions with respect to our NEO's compensation for the year ended December 31, 2025. 2024.
• changedThis CD&A should be read in conjunction with the compensation tables that immediately follow this section and our 2025 2024Form 10-K.
• new2025 Named Executive OfficersNEOTitleMartin SjolundPresident and Chief Executive OfficerVikram A.
• newAtalFormer President and Chief Executive OfficerRakesh SehgalExecutive Vice President and Chief Financial OfficerLaTisha O.
• changedTarrantExecutive TarrantExecutiveVice President, General Counsel and Chief Human Resources OfficerR. OfficerR.
• newOwen JamesPresident, PRA Group Europe
• newLeadership Changes
• newEffective June 17, 2025, Mr. Atal transitioned from President and CEO to Senior Advisor, a role he held until his retirement on December 31, 2025.
• newConsistent with the Company's management succession plans, the Board appointed Mr. Sjolund to succeed Mr. Atal as President and CEO and Mr. James was promoted to President, PRA Group Europe to succeed Mr. Sjolund.
• changed2025 2024Key Financial and Operational Highlights
• changedAs the Compensation Committee oversaw and decided on executive compensation matters during 2025, 2024,it considered several items, including our executive officers' pivotal role in achieving the key financial and operational results described in the section titled "Proxy Statement Summary" on page i of this Proxy Statement.
• newThe chart below describes our NEOs key accomplishments in 2025.
• new2025 Key NEO Accomplishments Reduced 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 Effective Leadership Committed to High-Performance Culture ✓ Successfully executed leadership transitions for the President and CEO and President of PRA Group Europe ✓ Completed return-to-office initiative for Norfolk, Virginia area employees
• changed2026 2025Proxy Statement | PRA Group 21
• changedPay for PerformanceCompetitive PerformanceCompetitivePay Stockholder AlignmentCulture•A AlignmentCulture•Asignificant portion of executive compensation is variable (at-risk) and linked to the Company's performance.
• changed•We •Weprovide differentiated pay based on each executive’s individual contributions to the Company's performance.
• changed•Our •Ourcompensation 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) 31)and market data from similarly-sized companies.
• changed•We seek to maximize the financial efficiency of the overall executive compensation program from tax, accounting, and cash flow perspectives.•Our •Ourcompensation program is designed to drive the attainment of the Company’s short short-and long-term financial and strategic objectives, creating alignment of interests between executives and stockholders.
• changed•We •Weconsider the results of the annual advisory vote by stockholders on the Company’s compensation of its NEOs along with corporate governance best practices.
• changed•We •Weconsider 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.
• changedWhat We Do:What Do:WhatWe Don’t Do:✓ 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.
• new✓ 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.
• changed× 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. officers.
• changed22 PRA Group | 2026 2025Proxy Statement
• changedKey Elements of our 2025 2024Compensation Program
• changedElement Key Characteristics Primary Objectives FIXED PAYAnnual PAYAnnualCompensation Base SalaryCashAttracts, SalaryCashAttracts,retains and rewards NEOs by providing a fixed source of income to reflect experience, skills and competencies.
• changedCEO Other NEOsShort-Term AT-RISKPAYShort-TermIncentive AwardsAnnual AwardsAnnualBonus 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.
• newVariable 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 NEOsLong-Term Incentive Awards50% 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.
• changedProvides opportunities for stock ownership, which attracts and motivates our NEOs and promotes retention.PSUs PSUsvest after a three-year performance period, based on the achievement of established financial metrics and stock price performance.
• newCEO Other NEOs
• changed2026 2025Proxy Statement | PRA Group 23
• changed2025 2024Executive Compensation Decisions
• changedThe table below sets forth our annual compensation decision-making decisionmakingprocess for our executive officers, including our NEOs:
• changedBefore 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 YearThe 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. year.
• changedDuring the YearThe YearTheCompensation 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.
• changedAfter 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 NEOsperformance,and makes annual compensation decisions for our short- and short-andlong-term incentive plans that are consistent with our executive compensation philosophy and objectives.
• newIn connection with Mr. Sjolund’s appointment as President and CEO, his annual base salary increased to £614,400 ($825,000 based on a June 17, 2025 GBP to USD exchange rate of 1.3429).
• newAdditionally, in connection with Mr. James’ promotion to President of PRA Group Europe, his annual base salary increased to £369,400 ($496,100 based on a June 17, 2025 GBP to USD exchange rate of 1.3429).
• newThe table below sets forth the 2025 year-end base salary for each NEO, reflecting annual base salary adjustments and promotion related increases.
• newNEO2025 Base SalaryPercent IncreaseMartin Sjolund (1)$827,80058%Vikram A.
• newAtal$950,0000%Rakesh Sehgal$520,0004%LaTisha O.
• newTarrant$525,0005%R.
• newOwen James (1)$497,70019%
• changed(1)Converted (1)Convertedto U.S. dollars from British pounds using a December 31, 2025 2024conversion rate of £1.00 = $1.3473. $1.2511.
• changedTheTarget award opportunities are determined as basedona percentage of base salary, subject to proration for changes in theexecutiveofficer’sbase 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.
• changed24 PRA Group | 2026 2025Proxy Statement
• changed2025 2024Annual Bonus Plan Design
• changedFor 2025, 2024,the Compensation Committee approved the financial metrics and strategic objectives set forth in the table below. belowupontherecommendationoftheCEO:
• newPerformance MetricsWeightRationaleNet 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 Objectives20%We believe our strategic objectives add accountability for driving results linked to the Company’s strategic goals.
• newStrategic objectives for the year related to customer insights, artificial intelligence and investor outreach.
• changed(1)Net (1)NetIncome/(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.
• new(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.
• changedUnder our bonus plan, (2)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; expense(orlessotherincome);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.
• changed2025 2024Annual Bonus Plan Results and Payout
• changedTheFollowing 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. 2024.
• newPerformance 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$1,31598%Strategic ObjectivesSignificantly exceeded expectations of customer insights and artificial intelligence initiatives, while achieving our investor outreach goals.167%
• new(1)Reflects adjustment for goodwill impairment, partially offset by a gain on the sale of an equity method investment.
• changedThese adjustments were intended to support decision-making that promotes the long-term health of the business and remains remainconsistent with the intent of our established performance goals.
• changedFollowing the end of the year, the Compensation Committee considered the Company’s 2025 2024financial and strategic performance in addition to our NEOs’ accomplishments as described in the “Executive Summary” of this CD&A and determined thatthe Annual Bonus payout was120%for each NEO, as reflected shownin the table below.
• newNEO2025 Bonus Target 2025 Bonus Paid Bonus Paid as a Percentage of Target Martin Sjolund (1)(2)$815,600$827,800101%Vikram A.
• newAtal$1,187,500$827,00070%Rakesh Sehgal$520,000$390,00075%LaTisha O.
• newTarrant$525,000$395,00075%R.
• newOwen James (1)(2)$476,500$357,40075%
• new(1)Bonus targets for Messrs.
• newSjolund and James were prorated to reflect changes in role and compensation during the year.
• newIn 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.
• newMr. James’ target annual bonus award opportunity was similarly prorated to reflect his promotion and corresponding increase in target compensation during the year.
• changed(2)Converted (1)Convertedto U.S. dollars from British pounds using a December 31, 2025 2024conversion rate of £1.00 = $1.3473. $$1.2511.
• changed2026 2025Proxy Statement | PRA Group 25
• changedEquity awards, which are made under our 2022 OmnibusIncentivePlan(“2022Equity Plan, Plan”),are intended to focus executives on increasing long-term stockholder value, enhance executive retention and promote executive stock ownership.
• changed•The •ThePSU 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. metricsandstockpriceperformance.
• changedPSUs are granted annually with performance metrics and stock price performance set by the Compensation Committee at the beginning of the three-year performance period.
• changed•The •TheRSU 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.
• changed2025 2024LTIP Award Design and Grants
• changedFor 2025, 2024,the Compensation Committee determined that our NEOs 2025 NEOs’2024LTIP 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.
• changedThe Compensation Committee selected the following three performance metrics for the PSUs awarded for the 2025 LTIP; 2024LTIP:(i) Adjusted EBITDA, (ii) Relative Total Shareholder Return ("Relative TSR") TSR”),and (iii) ROATE. ReturnOnAverageTangibleEquity(“ROATE”).
• changedThe 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.
• changedAdjusted EBITDA, Relative TSR and ROATE metrics are independent of each other, and the 2025 2024LTIP awards can be earned for each metric individually based on performance achievement.
• changedA description of each PSU performance metric for the 2025 2024LTIP is set forth below.

More changes truncated for legibility. Open the filings on SEC for full prose.