praa-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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PRA Group, Inc.

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PRA Group 2025 Annual Report-8-proxy front.jpg

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 Secretary April 30, 2026


YOU CAN VOTE IN ONE OF FOUR WAYS
	Visit www.proxyvote.com to vote VIA THE INTERNET	If 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 TELEPHONE	Attend 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

PRA Group, Inc.

2026 Proxy Statement

Table of Contents


PROXY STATEMENT SUMMARY			i

Annual Meeting			i
Voting Matters and Board Vote Recommendations			i
Corporate Governance Highlights			i
Director Dashboard			ii
Investor Outreach and Engagement			ii
2025 Company Performance Highlights			iii

PROXY STATEMENT			2

Purpose			2
Record Date			2
Quorum			2
Vote Required			2
Instructions for Attending and Participating in the Virtual Annual Meeting			2

CORPORATE GOVERNANCE			4

Board Leadership			4
Building Our Board			4
Director Qualifications			5
Board Committees			5
Board’s Role in Risk Oversight			7
Board’s Role in Management Succession Planning			7
Director Independence			7
Director Attendance			7
Director Compensation			7
Director Stock Ownership Guidelines			8
Communications with Our Board			9
Code of Conduct			9
Policy for Approval of Related Party Transactions			9
Pledging			9
Hedging			9

PROPOSAL 1: ELECTION OF DIRECTORS			10

Director Nominees			11

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			16

AUDIT COMMITTEE MATTERS			17
Audit Committee Report			17
Audit Committee Pre-Approval Policies and Procedures			18
Fees Paid to E rn st & Young			18


EXECUTIVE OFFICERS			19

PROPOSAL 3: APPROVAL OF NEO COMPENSATION			20

COMPENSATION COMMITTEE REPORT			20

COMPENSATION DISCUSSION AND ANALYSIS			21

EXECUTIVE COMPENSATION TABLES			32

Summary Compensation Table			32
Grants of Plan-Based Awards			33
Outstanding Equity Awards at Fiscal-Year End			34
Stock Vested			35
Post-Employment Compensation Arrangements			36
CEO Pay Ratio			38
Pay Versus Performance			39
Relationship between Pay and Performance			40
Most Important Performance Measures			42
Securities Authorized for Issuance Under Equity Compensation Plan			42

PROPOSAL 4: APPROVAL OF AN AMENDMENT TO INCREASE THE SHARE AUTHORIZATION UNDER THE 2022 OMNIBUS INCENTIVE PLAN			43

SECURITY OWNERSHIP			45

Security Ownership of Certain Beneficial Owners and Management			45
Section 16(a) Beneficial Ownership Reporting Compliance			46

VOTING INSTRUCTIONS AND OTHER INFORMATION			47

Internet Availability of Proxy Materials and Annual Report			47
How to Vote			47
Revoking Your Proxy			48
Inspector of Elections			48
Householding			48
Broker Non-Votes			48
Stockholder Proposals			49
Other Information			49
Other Matters to be Presented			49

APPENDIX A - NON-GAAP FINANCIAL MEASURES			50

APPENDIX B - 2022 OMNIBUS INCENTIVE PLAN			52

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 Time

Place

Record Date

Tuesday, June 16, 2026

Virtual Meeting

4/20/2026

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 term

FOR

Proposal 2:

Ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2026

FOR

Proposal 3:

Advisory vote to approve the compensation of our named executive officers (“NEOs”)

FOR

Proposal 4:

Approval of an amendment to increase the share authorization under PRA Group, Inc.'s 2022 Omnibus Incentive Plan (the “2022 Equity Plan”)

FOR

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 Experience						9

		Government and Regulatory Experience	2	3

		Information Technology / Data Governance /Cybersecurity Experience		3


		International / Global Experience					8

		Public Company Experience						9

		Risk Oversight Experience				7

		Strategic Planning Experience			6

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 MEETINGS

PERCENT OF SHARES ENGAGED IN 2025

51%+

2025 INVESTOR

EVENTS

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
Collections

Cash Efficiency Ratio (4)

Adjusted Cash Efficiency Ratio (5)

$1.2 B

from $1.4 B

$8.6 B

p15%

$2.1 B

p13%

42%

from 59%

61%

from 58%

Total Portfolio
Revenue

Net Income Attributable to PRA Group

Adjusted Net Income Attributable to PRA Group (6)

Adjusted EBITDA (7)

Adjusted ROATE (8)

$1.2 B

p8%

($305 M)

from $71 M

$73 M

from $71 M

$1.3 B

p16%

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 channels

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

SEC Form DEF 14A filed by PRA Group Inc.