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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2026
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number: 000-50058
PRA Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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75-3078675 |
| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
120 Corporate Boulevard
Norfolk, Virginia 23502
(Address of principal executive offices)
(888) 772-7326
(Registrant's Telephone No., including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
PRAA |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares of the registrant's common stock outstanding as of May 1, 2026 was 38,140,888.
PRA Group, Inc.
Form 10-Q for the Quarterly Period Ended March 31, 2026
TABLE OF CONTENTS
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Page |
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| Item 1. |
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| Item 2. |
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| Item 3. |
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| Item 4. |
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| Item 1. |
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| Item 1A. |
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| Item 2. |
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| Item 3. |
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| Item 4. |
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| Item 5. |
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| Item 6. |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PRA Group, Inc.
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(in thousands)
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(unaudited) |
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March 31, 2026 |
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December 31, 2025 |
| ASSETS |
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| Cash and cash equivalents |
$ |
124,778 |
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$ |
104,409 |
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| Investments |
143,358 |
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66,628 |
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| Finance receivables, net |
4,637,094 |
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4,688,024 |
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| Income taxes receivable |
15,700 |
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17,702 |
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| Deferred tax assets, net |
70,914 |
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76,955 |
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| Right-of-use assets |
28,715 |
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29,206 |
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| Property and equipment, net |
24,567 |
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24,886 |
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| Goodwill |
26,871 |
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26,871 |
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| Prepaid expenses and other assets |
134,833 |
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68,641 |
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| Total assets |
$ |
5,206,830 |
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$ |
5,103,322 |
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| LIABILITIES AND EQUITY |
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| Liabilities |
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| Accrued expenses and accounts payable |
$ |
100,483 |
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$ |
131,812 |
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| Income taxes payable |
30,083 |
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29,845 |
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| Deferred tax liabilities, net |
18,733 |
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17,064 |
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| Lease liabilities |
31,595 |
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32,160 |
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| Interest-bearing deposits |
78,740 |
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106,148 |
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| Borrowings |
3,779,167 |
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3,697,338 |
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| Other liabilities |
99,475 |
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48,990 |
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| Total liabilities |
4,138,276 |
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4,063,357 |
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| Equity |
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Preferred stock, $0.01 par value, 2,000 shares authorized, no shares issued and outstanding |
— |
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— |
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Common stock, $0.01 par value; 100,000 shares authorized, 38,141 shares issued and outstanding as of March 31, 2026; 100,000 shares authorized, 38,453 shares issued and outstanding as of December 31, 2025 |
381 |
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385 |
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| Additional paid-in capital |
3,289 |
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11,474 |
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| Retained earnings |
1,283,217 |
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1,255,007 |
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| Accumulated other comprehensive loss |
(284,599) |
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(287,015) |
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| Total stockholders' equity - PRA Group, Inc. |
1,002,288 |
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979,851 |
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| Noncontrolling interests |
66,266 |
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60,114 |
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| Total equity |
1,068,554 |
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1,039,965 |
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| Total liabilities and equity |
$ |
5,206,830 |
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$ |
5,103,322 |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
PRA Group, Inc.
Consolidated Income Statements
For the Three Months Ended March 31, 2026 and 2025
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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| Revenues |
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| Portfolio income |
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$ |
269,579 |
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$ |
240,958 |
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| Changes in expected recoveries |
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43,886 |
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27,922 |
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| Total portfolio revenue |
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313,465 |
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268,880 |
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| Other revenue |
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1,068 |
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739 |
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| Total revenues |
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314,533 |
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269,619 |
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| Operating expenses |
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| Compensation and benefits |
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70,738 |
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73,323 |
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| Legal collection costs |
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48,458 |
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33,394 |
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| Legal collection fees |
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17,071 |
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15,230 |
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| Agency fees |
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24,581 |
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21,368 |
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| Professional and outside services |
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20,884 |
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21,103 |
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| Communication |
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9,019 |
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10,477 |
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| Rent and occupancy |
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3,258 |
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3,480 |
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| Depreciation, amortization and impairment of long-lived assets |
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1,708 |
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3,769 |
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| Other operating expenses |
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15,562 |
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12,898 |
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| Total operating expenses |
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211,279 |
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195,042 |
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| Income from operations |
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103,254 |
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74,577 |
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| Other income/(expense) |
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| Interest expense, net |
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(63,518) |
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(60,970) |
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| Foreign exchange gain/(loss), net |
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1,054 |
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(51) |
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| Other |
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(254) |
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(180) |
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| Income before income taxes |
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40,536 |
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13,376 |
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| Income tax expense |
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8,764 |
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4,312 |
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| Net income |
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31,772 |
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9,064 |
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| Net income attributable to noncontrolling interests |
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3,562 |
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5,405 |
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| Net income attributable to PRA Group, Inc. |
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$ |
28,210 |
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$ |
3,659 |
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| Net income per common share attributable to PRA Group, Inc. |
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|
|
| Basic |
|
$ |
0.74 |
|
|
$ |
0.09 |
|
|
|
|
|
| Diluted |
|
$ |
0.73 |
|
|
$ |
0.09 |
|
|
|
|
|
| Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
| Basic |
|
38,368 |
|
|
39,549 |
|
|
|
|
|
| Diluted |
|
38,511 |
|
|
39,688 |
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
PRA Group, Inc.
Consolidated Statements of Comprehensive Income
For the Three Months Ended March 31, 2026 and 2025
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2026 |
|
2025 |
|
|
|
|
| Net income |
$ |
31,772 |
|
|
$ |
9,064 |
|
|
|
|
|
| Other comprehensive income/(loss), net of tax |
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
(2,488) |
|
|
85,298 |
|
|
|
|
|
| Cash flow hedges |
8,336 |
|
|
(1,942) |
|
|
|
|
|
| Debt securities available-for-sale |
(140) |
|
|
(181) |
|
|
|
|
|
| Other comprehensive income |
5,708 |
|
|
83,175 |
|
|
|
|
|
| Total comprehensive income |
37,480 |
|
|
92,239 |
|
|
|
|
|
| Comprehensive income attributable to noncontrolling interests |
6,855 |
|
|
10,099 |
|
|
|
|
|
| Comprehensive income attributable to PRA Group, Inc. |
$ |
30,625 |
|
|
$ |
82,140 |
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
PRA Group, Inc.
Consolidated Statements of Changes in Equity
For the Three Months Ended March 31, 2026 and 2025
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In |
|
Retained |
|
Accumulated Other Comprehensive |
|
Noncontrolling |
|
Total |
|
|
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
Loss |
|
Interests |
|
Equity |
|
|
| Balance as of December 31, 2025 |
38,453 |
|
|
$ |
385 |
|
|
$ |
11,474 |
|
|
$ |
1,255,007 |
|
|
$ |
(287,015) |
|
|
$ |
60,114 |
|
|
$ |
1,039,965 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
— |
|
|
— |
|
|
— |
|
|
28,210 |
|
|
— |
|
|
3,562 |
|
|
31,772 |
|
|
|
| Other comprehensive income, net of tax |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,416 |
|
|
3,292 |
|
|
5,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distributions to noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(702) |
|
|
(702) |
|
|
|
| Vesting of restricted stock |
235 |
|
|
1 |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
| Repurchase and cancellation of common stock |
(547) |
|
|
(5) |
|
|
(9,995) |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,000) |
|
|
|
| Share-based compensation expense |
— |
|
|
— |
|
|
4,513 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,513 |
|
|
|
| Employee stock relinquished for payment of taxes |
— |
|
|
— |
|
|
(2,702) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,702) |
|
|
|
| Balance as of March 31, 2026 |
38,141 |
|
|
$ |
381 |
|
|
$ |
3,289 |
|
|
$ |
1,283,217 |
|
|
$ |
(284,599) |
|
|
$ |
66,266 |
|
|
$ |
1,068,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-In |
|
Retained |
|
Accumulated Other Comprehensive |
|
Noncontrolling |
|
Total |
|
|
|
Shares |
|
Amount |
|
Capital |
|
Earnings |
|
Loss |
|
Interests |
|
Equity |
|
|
| Balance as of December 31, 2024 |
39,510 |
|
|
$ |
395 |
|
|
$ |
17,882 |
|
|
$ |
1,560,149 |
|
|
$ |
(443,394) |
|
|
$ |
58,575 |
|
|
$ |
1,193,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
— |
|
|
— |
|
|
— |
|
|
3,659 |
|
|
— |
|
|
5,405 |
|
|
9,064 |
|
|
|
| Other comprehensive income, net of tax |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
78,481 |
|
|
4,694 |
|
|
83,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Distributions to noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,264) |
|
|
(7,264) |
|
|
|
| Vesting of restricted stock |
142 |
|
|
2 |
|
|
(2) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
| Share-based compensation expense |
— |
|
|
— |
|
|
3,788 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,788 |
|
|
|
| Employee stock relinquished for payment of taxes |
— |
|
|
— |
|
|
(1,852) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,852) |
|
|
|
| Balance as of March 31, 2025 |
39,652 |
|
|
$ |
397 |
|
|
$ |
19,816 |
|
|
$ |
1,563,808 |
|
|
$ |
(364,913) |
|
|
$ |
61,410 |
|
|
$ |
1,280,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
PRA Group, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2026 and 2025
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
2025 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
| Net income |
$ |
31,772 |
|
|
$ |
9,064 |
|
| Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
| Share-based compensation |
4,513 |
|
|
3,788 |
|
| Depreciation, amortization and impairment of long-lived assets |
1,708 |
|
|
3,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of debt premium and issuance costs |
2,184 |
|
|
1,901 |
|
| Changes in expected recoveries |
(43,886) |
|
|
(27,922) |
|
|
|
|
|
| Deferred income taxes |
5,415 |
|
|
786 |
|
| Net unrealized foreign currency transaction gain |
(6,658) |
|
|
(5,480) |
|
|
|
|
|
| Other |
(96) |
|
|
1,291 |
|
|
|
|
|
| Changes in operating assets and liabilities: |
|
|
|
| Prepaid expenses and other assets |
(3,292) |
|
|
956 |
|
|
|
|
|
| Accrued expenses, accounts payable and other liabilities |
33,277 |
|
|
(40,733) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by/(used in) operating activities |
24,937 |
|
|
(52,580) |
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
| Purchases of property and equipment, net |
(1,410) |
|
|
(900) |
|
|
|
|
|
| Purchases of nonperforming loan portfolios |
(223,122) |
|
|
(289,595) |
|
| Recoveries collected and applied to Finance receivables, net |
287,591 |
|
|
265,118 |
|
| Purchases of investments |
(136,315) |
|
|
(47,733) |
|
| Proceeds from sales and maturities of investments |
54,817 |
|
|
48,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
(18,439) |
|
|
(24,385) |
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
| Proceeds from lines of credit |
226,230 |
|
|
190,826 |
|
| Principal payments on lines of credit |
(124,460) |
|
|
(99,923) |
|
| Principal payments on long-term debt |
(2,500) |
|
|
(2,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repurchases of common stock |
(10,000) |
|
|
— |
|
|
|
|
|
| Payments of origination costs and fees |
(30) |
|
|
(878) |
|
| Tax withholdings related to share-based payments |
(2,702) |
|
|
(1,852) |
|
| Distributions to noncontrolling interests |
(702) |
|
|
(7,264) |
|
|
|
|
|
|
|
|
|
| Net increase/(decrease) in interest-bearing deposits |
(25,413) |
|
|
7,221 |
|
|
|
|
|
|
|
|
|
| Net cash provided by financing activities |
60,423 |
|
|
85,630 |
|
| Effect of foreign exchange rates |
10,733 |
|
|
14,216 |
|
| Net increase in cash, cash equivalents and restricted cash |
77,654 |
|
|
22,881 |
|
| Cash, cash equivalents and restricted cash, beginning of period |
108,643 |
|
|
107,431 |
|
| Cash, cash equivalents and restricted cash, end of period |
$ |
186,297 |
|
|
$ |
130,312 |
|
|
|
|
|
| Supplemental disclosure of cash flow information |
|
|
|
| Cash paid for interest |
$ |
83,846 |
|
|
$ |
86,878 |
|
| Cash paid for income taxes |
55 |
|
|
6,505 |
|
| Reconciliation to Balance Sheet accounts |
|
|
|
| Cash and cash equivalents |
$ |
124,778 |
|
|
$ |
128,654 |
|
| Restricted cash included in Prepaid expenses and other assets |
61,519 |
|
|
1,658 |
|
| Cash, cash equivalents and restricted cash |
$ |
186,297 |
|
|
$ |
130,312 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
PRA Group, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Organization and Business
As used herein, the terms "PRA Group," the "Company," or similar terms refer to PRA Group, Inc. and its subsidiaries.
Nature of operations
PRA Group, Inc. is a specialty finance company headquartered in Norfolk, Virginia and incorporated in Delaware. The Company's primary business is the purchase, collection and management of nonperforming loan portfolios. Most of the Company's purchases are from credit originators who have chosen not to pursue, or have been unsuccessful in collecting, the full balance owed to them ("Core" accounts). To a lesser extent, it also purchases loans in situations where the customer is involved in a bankruptcy or similar proceeding ("Insolvency" accounts). The Company's principal markets are the United States (“U.S.”) and Europe, and on a significantly smaller scale, it also operates in South America, Canada and Australia. As part of an ancillary business, the Company purchases and provides fee-based services for class action claims recoveries in the U.S.
Basis of presentation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the instructions for Quarterly Reports on Form 10-Q of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for a fair presentation have been included. These unaudited Consolidated Financial Statements include the accounts of PRA Group and other entities in which the Company has a controlling interest. All significant intercompany accounts and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed, and realized results could differ from those estimates and assumptions.
These unaudited Consolidated Financial Statements may not be indicative of future results and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K").
Prior period reclassifications
In the Consolidated Statements of Changes in Equity, certain prior period amounts have been reclassified for consistency with the current period presentation.
Note 2. Finance Receivables, net
Finance receivables, net consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
| Amortized cost |
$ |
— |
|
|
$ |
— |
|
| Negative allowance for expected recoveries |
4,637,094 |
|
|
4,688,024 |
|
| Balance as of end of period |
$ |
4,637,094 |
|
|
$ |
4,688,024 |
|
Changes in Finance receivables, net for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Core |
|
Insolvency |
|
Total |
|
|
Core |
|
Insolvency |
|
Total |
| Balance as of beginning of period |
$ |
4,383,201 |
|
|
$ |
304,823 |
|
|
$ |
4,688,024 |
|
|
|
$ |
3,809,723 |
|
|
$ |
331,019 |
|
|
$ |
4,140,742 |
|
Initial negative allowance for expected recoveries on current period purchases (1) |
202,950 |
|
|
17,900 |
|
|
220,850 |
|
|
|
273,893 |
|
|
17,809 |
|
|
291,702 |
|
Recoveries collected and applied to Finance receivables, net (2) |
(255,906) |
|
|
(31,685) |
|
|
(287,591) |
|
|
|
(231,483) |
|
|
(33,635) |
|
|
(265,118) |
|
Changes in expected recoveries (3) |
40,354 |
|
|
3,532 |
|
|
43,886 |
|
|
|
26,325 |
|
|
1,597 |
|
|
27,922 |
|
| Foreign currency translation adjustment |
(25,774) |
|
|
(2,301) |
|
|
(28,075) |
|
|
|
108,406 |
|
|
4,680 |
|
|
113,086 |
|
| Balance as of end of period |
$ |
4,344,825 |
|
|
$ |
292,269 |
|
|
$ |
4,637,094 |
|
|
|
$ |
3,986,864 |
|
|
$ |
321,470 |
|
|
$ |
4,308,334 |
|
(1) Initial negative allowance for expected recoveries on current period purchases
The initial negative allowance for expected recoveries on purchases made during the three months ended March 31, 2026 and 2025 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Core |
|
Insolvency |
|
Total |
|
|
Core |
|
Insolvency |
|
Total |
| Allowance for credit losses at acquisition |
$ |
(1,190,672) |
|
|
$ |
(61,722) |
|
|
$ |
(1,252,394) |
|
|
|
$ |
(1,417,971) |
|
|
$ |
(73,592) |
|
|
$ |
(1,491,563) |
|
| Writeoffs, net |
1,190,672 |
|
|
61,722 |
|
|
1,252,394 |
|
|
|
1,417,971 |
|
|
73,592 |
|
|
1,491,563 |
|
| Expected recoveries |
202,950 |
|
|
17,900 |
|
|
220,850 |
|
|
|
273,893 |
|
|
17,809 |
|
|
291,702 |
|
| Initial negative allowance for expected recoveries on current period purchases |
$ |
202,950 |
|
|
$ |
17,900 |
|
|
$ |
220,850 |
|
|
|
$ |
273,893 |
|
|
$ |
17,809 |
|
|
$ |
291,702 |
|
The purchase price for purchases made during the three months ended March 31, 2026 and 2025 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Core |
|
Insolvency |
|
Total |
|
|
Core |
|
Insolvency |
|
Total |
| Face value |
$ |
1,587,851 |
|
|
$ |
90,086 |
|
|
$ |
1,677,937 |
|
|
|
$ |
1,966,064 |
|
|
$ |
101,474 |
|
|
$ |
2,067,538 |
|
| Noncredit discount |
(194,229) |
|
|
(10,464) |
|
|
(204,693) |
|
|
|
(274,200) |
|
|
(10,073) |
|
|
(284,273) |
|
| Allowance for credit losses at acquisition |
(1,190,672) |
|
|
(61,722) |
|
|
(1,252,394) |
|
|
|
(1,417,971) |
|
|
(73,592) |
|
|
(1,491,563) |
|
| Purchase price |
$ |
202,950 |
|
|
$ |
17,900 |
|
|
$ |
220,850 |
|
|
|
$ |
273,893 |
|
|
$ |
17,809 |
|
|
$ |
291,702 |
|
(2) Recoveries collected and applied to Finance receivables, net
Recoveries collected and applied to Finance receivables, net for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Core |
|
Insolvency |
|
Total |
|
|
Core |
|
Insolvency |
|
Total |
Recoveries collected (a) |
$ |
514,154 |
|
|
$ |
43,016 |
|
|
$ |
557,170 |
|
|
|
$ |
460,969 |
|
|
$ |
45,107 |
|
|
$ |
506,076 |
|
Amounts reclassified to portfolio income (b) |
(258,248) |
|
|
(11,331) |
|
|
(269,579) |
|
|
|
(229,486) |
|
|
(11,472) |
|
|
(240,958) |
|
| Recoveries collected and applied to Finance receivables, net |
$ |
255,906 |
|
|
$ |
31,685 |
|
|
$ |
287,591 |
|
|
|
$ |
231,483 |
|
|
$ |
33,635 |
|
|
$ |
265,118 |
|
(a)Includes cash collections, buybacks and other cash-based adjustments.
(b)Reclassifications from Finance receivables, net to Portfolio income based on the effective interest rate of the underlying account pools.
(3) Changes in expected recoveries
Changes in expected recoveries for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Core |
|
Insolvency |
|
Total |
|
|
Core |
|
Insolvency |
|
Total |
| Recoveries collected in excess of forecast |
$ |
19,192 |
|
|
$ |
3,506 |
|
|
$ |
22,698 |
|
|
|
$ |
14,290 |
|
|
$ |
2,210 |
|
|
$ |
16,500 |
|
| Changes in expected future recoveries |
21,162 |
|
|
26 |
|
|
21,188 |
|
|
|
12,035 |
|
|
(613) |
|
|
11,422 |
|
| Changes in expected recoveries |
$ |
40,354 |
|
|
$ |
3,532 |
|
|
$ |
43,886 |
|
|
|
$ |
26,325 |
|
|
$ |
1,597 |
|
|
$ |
27,922 |
|
Changes in expected recoveries for the three months ended March 31, 2026 were $43.9 million, which included $22.7 million in recoveries collected in excess of forecast and a $21.2 million positive adjustment to changes in expected future recoveries. Recoveries collected in excess of forecast were due primarily to cash collections overperformance in Europe, and to a lesser extent, in South America and the U.S. Changes in expected future recoveries were based on the Company's forecasting models and evaluations of recent performance and were due largely to an increase in the collections forecasts of certain European pools. In the U.S., the impact of an increase in the collections forecast for the 2024 Core pool was partially offset by a decrease in the forecast for the 2023 Core pool and the impact of changes in the expected timing of collections for the 2025 Core pool.
Changes in expected recoveries for the three months ended March 31, 2025 were $27.9 million, which included $16.5 million in recoveries collected in excess of forecast and $11.4 million in changes in expected future recoveries. Recoveries collected in excess of forecast were largely due to cash collections overperformance in Europe and South America, partially offset by underperformance in the U.S. Changes in expected future recoveries were primarily due to the impact of an increase in the collections forecasts on certain U.S. Core and European pools.
Note 3. Investments
Investments consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
|
|
|
|
|
|
|
|
| Debt securities (available-for-sale) |
|
|
|
| Swedish treasury securities |
$ |
114,754 |
|
|
$ |
64,934 |
|
| Finnish corporate notes |
27,162 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity securities |
|
|
|
| Private equity funds |
1,442 |
|
|
1,694 |
|
|
|
|
|
|
|
|
|
| Total investments |
$ |
143,358 |
|
|
$ |
66,628 |
|
Debt securities
As of March 31, 2026, the Company's investments in debt securities consisted of Swedish treasury securities maturing within one year and Finnish corporate notes maturing in approximately three years. As of March 31, 2026 and December 31, 2025, the amortized cost and fair value of these investments were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
Amortized Cost |
|
|
|
Gross Unrealized Losses |
|
Aggregate Fair Value |
|
|
Amortized Cost |
|
Gross Unrealized Gains |
|
|
|
Aggregate Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Swedish treasury securities |
$ |
114,785 |
|
|
|
|
$ |
(31) |
|
|
$ |
114,754 |
|
|
|
$ |
64,825 |
|
|
$ |
109 |
|
|
|
|
$ |
64,934 |
|
| Finnish corporate notes |
27,211 |
|
|
|
|
(49) |
|
|
27,162 |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
Note 4. Goodwill
Changes in goodwill for the three months ended March 31, 2026 and 2025, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2026 |
|
2025 |
|
|
|
|
|
| Goodwill |
$ |
439,482 |
|
|
$ |
396,357 |
|
|
|
|
|
|
| Accumulated impairment loss |
(412,611) |
|
|
— |
|
|
|
|
|
|
| Balance as of beginning of period |
26,871 |
|
|
396,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Activity during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation |
— |
|
|
24,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Goodwill |
439,482 |
|
|
420,715 |
|
|
|
|
|
|
| Accumulated impairment loss |
(412,611) |
|
|
— |
|
|
|
|
|
|
| Balance as of end of period |
$ |
26,871 |
|
|
$ |
420,715 |
|
|
|
|
|
|
The Company performs an annual impairment test of goodwill as of October 1 of each year, or more frequently if indicators of impairment exist. As of March 31, 2026, the Company determined there were no indicators that goodwill was more-likely-than-not impaired.
Note 5. Borrowings
Borrowings consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
North American revolving credit facility (1) |
$ |
547,059 |
|
|
$ |
520,736 |
|
North American term loan (2) |
457,611 |
|
|
460,111 |
|
United Kingdom revolving credit facility (3) |
479,959 |
|
|
499,848 |
|
European revolving credit facility (4) |
660,283 |
|
|
577,335 |
|
| Colombian revolving credit facility |
2,433 |
|
|
2,611 |
|
| Credit facility borrowings |
2,147,345 |
|
|
2,060,641 |
|
| 2028 senior notes |
398,000 |
|
|
398,000 |
|
| 2029 senior notes |
350,000 |
|
|
350,000 |
|
| 2030 senior notes |
550,000 |
|
|
550,000 |
|
| 2032 senior notes |
346,560 |
|
|
352,350 |
|
| Senior notes |
1,644,560 |
|
|
1,650,350 |
|
| Credit facility borrowings and senior notes |
3,791,905 |
|
|
3,710,991 |
|
| Unamortized debt premium and issuance costs, net |
(12,738) |
|
|
(13,653) |
|
| Total borrowings |
$ |
3,779,167 |
|
|
$ |
3,697,338 |
|
(1)Revolving credit facility under the Company's North American credit agreement with a combined domestic and Canadian limit of $1.1 billion (subject to the borrowing base and debt covenants, including advance rates), maturing on October 28, 2029.
(2)Term loan under the Company's North American credit agreement with a maturity date of October 28, 2029.
(3)Revolving credit facility with a limit of $725.0 million (subject to the borrowing base and debt covenants, including advance rates), maturing on October 30, 2029.
(4)Revolving credit facility with an aggregate limit of approximately €730.0 million (subject to the borrowing base and debt covenants, including advance rates), maturing on November 23, 2027. The Company amended and extended this facility on April 30, 2026 (refer to
Note 15 for additional details).
For additional information about the Company's credit facilities, term loan and senior notes, refer to Note 7 to the Consolidated Financial Statements in the 2025 Form 10-K. The Company was in compliance with the covenants contained in its financing arrangements as of March 31, 2026.
Note 6. Derivatives
The Company periodically enters into interest rate swaps to reduce its exposure to fluctuations in interest rates on variable-rate debt (cash flow hedges) and foreign exchange forward contracts to reduce its exposure to foreign currency exchange rates (economic hedges).
The line-items and fair values for these instruments in the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
December 31, 2025 |
| Interest rate swaps (designated as hedging instruments) |
|
|
|
|
| Prepaid expenses and other assets |
|
$ |
6,528 |
|
|
$ |
2,190 |
|
| Other liabilities |
|
3,642 |
|
|
10,323 |
|
| Foreign exchange forward contracts (not designated as hedging instruments) |
|
|
|
|
| Prepaid expenses and other assets |
|
4,911 |
|
|
914 |
|
| Other liabilities |
|
891 |
|
|
2,062 |
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets and Other liabilities as of March 31, 2026, totaled $134.8 million and $99.5 million, respectively. The increases compared to December 31, 2025 were due primarily to the receipt of a derivative settlement payment made in error by the financial institution counterparty on March 31, 2026. The funds were recorded as restricted cash on March 31, 2026, and returned to the counterparty the following day.
Derivatives designated as hedging instruments
The effects of interest rate swaps designated as cash flow hedging instruments for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain recognized in OCI, net of tax |
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
| Hedging instrument |
|
2026 |
|
2025 |
|
|
|
|
|
| Interest rate swaps |
|
$ |
8,083 |
|
|
$ |
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(loss) reclassified from OCI into income |
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
| Income statement line-item |
|
2026 |
|
2025 |
|
|
|
|
|
| Interest expense, net |
|
$ |
(336) |
|
|
$ |
2,663 |
|
|
|
|
|
|
As of March 31, 2026 and December 31, 2025, the notional amount of outstanding interest rate swaps was $675.8 million and $883.0 million, respectively. These swaps remained highly effective as of March 31, 2026 and have remaining terms ranging from 10 months to approximately four years. As of March 31, 2026, the Company estimates that approximately zero net derivative losses included in other comprehensive income ("OCI") will be reclassified into earnings within the next 12 months.
Derivatives not designated as hedging instruments
The effects of foreign exchange forward contracts not designated as hedging instruments for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
Income statement line-item |
|
2026 |
|
2025 |
|
|
|
|
|
|
|
Foreign exchange gain/(loss), net |
|
$ |
8,679 |
|
|
$ |
1,494 |
|
|
|
|
|
|
|
|
Interest expense, net |
|
350 |
|
|
(151) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 and December 31, 2025, the notional amount of outstanding foreign exchange forward contracts was $432.9 million and $444.2 million, respectively.
Offsetting
The Company's policy is to report derivative asset and liability positions on a gross basis. As of March 31, 2026, none of the open derivative positions would have been eligible for offsetting under the terms of the Company's netting agreements.
Note 7. Fair Value
Financial instruments carried at fair value
As of March 31, 2026 and December 31, 2025, financial instruments measured at fair value on a recurring basis were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active Markets (Level 1) |
|
Other Observable Inputs (Level 2) |
|
|
|
Total |
| March 31, 2026 |
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government securities |
$ |
114,754 |
|
|
$ |
— |
|
|
|
|
$ |
114,754 |
|
| Corporate notes |
27,162 |
|
|
— |
|
|
|
|
27,162 |
|
Derivatives (1) |
— |
|
|
11,439 |
|
|
|
|
11,439 |
|
| Liabilities |
|
|
|
|
|
|
|
Derivatives (1) |
— |
|
|
4,533 |
|
|
|
|
4,533 |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2025 |
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Government securities |
$ |
64,934 |
|
|
$ |
— |
|
|
|
|
$ |
64,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (1) |
— |
|
|
3,104 |
|
|
|
|
3,104 |
|
| Liabilities |
|
|
|
|
|
|
|
Derivatives (1) |
— |
|
|
12,385 |
|
|
|
|
12,385 |
|
(1)Fair value of derivatives is estimated using industry standard valuation models, which project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves and other factors.
Financial instruments not carried at fair value
As of March 31, 2026 and December 31, 2025, the estimated fair value and carrying amount of financial instruments not carried at fair value were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value |
|
|
|
Quoted Prices in Active Markets (Level 1) |
|
Other Observable Inputs (Level 2) |
|
Unobservable Inputs (Level 3) |
|
Carrying Value |
| March 31, 2026 |
|
|
|
|
|
|
|
| Financial assets |
|
|
|
|
|
|
|
| Cash and cash equivalents |
$ |
124,778 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
124,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance receivables, net (1) |
— |
|
|
— |
|
|
4,355,224 |
|
|
4,637,094 |
|
| Financial liabilities |
|
|
|
|
|
|
|
Interest-bearing deposits (2) |
— |
|
|
78,740 |
|
|
— |
|
|
78,740 |
|
Revolving lines of credit (3) |
— |
|
|
1,689,734 |
|
|
— |
|
|
1,689,734 |
|
Term loan (3) (4) |
— |
|
|
457,611 |
|
|
— |
|
|
457,611 |
|
Senior notes (4) (5) |
— |
|
|
1,609,165 |
|
|
— |
|
|
1,644,560 |
|
| December 31, 2025 |
|
|
|
|
|
|
|
| Financial assets |
|
|
|
|
|
|
|
| Cash and cash equivalents |
$ |
104,409 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
104,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance receivables, net (1) |
— |
|
|
— |
|
|
4,394,028 |
|
|
4,688,024 |
|
| Financial liabilities |
|
|
|
|
|
|
|
Interest-bearing deposits (2) |
— |
|
|
106,148 |
|
|
— |
|
|
106,148 |
|
Revolving lines of credit (3) |
— |
|
|
1,600,530 |
|
|
— |
|
|
1,600,530 |
|
Term loan (3) (4) |
— |
|
|
460,111 |
|
|
— |
|
|
460,111 |
|
Senior notes (4) (5) |
— |
|
|
1,652,451 |
|
|
— |
|
|
1,650,350 |
|
(1)Fair value is estimated using the proprietary pricing models the Company utilizes to make portfolio acquisition decisions.
(2)Fair value is based on quoted prices for similar instruments in active markets and approximates carrying value due to the short-term deposit periods.
(3)Fair value is based on quoted prices for similar instruments in active markets and approximates carrying value due to the short-term interest rate periods.
(4)The carrying amounts and fair values do not include debt issuance costs.
(5)Fair value is based on quoted market prices obtained from secondary market broker quotes.
Due to the inherent uncertainty of determining the fair value of Level 3 financial instruments, the fair value of these instruments may differ significantly from the values that would have been used had a ready market or observable inputs existed for such instruments and may differ materially from the values that may ultimately be received or settled.
Note 8. Accumulated Other Comprehensive Loss
Reclassifications out of Accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
| Cash flow hedges |
|
Income Statement line-item |
|
2026 |
|
2025 |
|
|
|
|
|
|
|
|
|
| Interest rate swaps |
|
Interest expense, net |
|
$ |
(336) |
|
|
$ |
2,663 |
|
|
|
|
|
|
|
|
|
|
Income tax effect (1) |
|
Income tax expense |
|
83 |
|
|
(645) |
|
|
|
|
|
|
|
|
|
|
| Total gain/(loss) on cash flow hedges |
|
|
|
$ |
(253) |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
(1)Income tax effects are released from Accumulated other comprehensive loss contemporaneously with the related gross pretax amount.
Changes in Accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025, were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Debt Securities |
|
Cash |
|
Currency |
|
Accumulated |
|
|
Debt Securities |
|
Cash |
|
Currency |
|
Accumulated |
|
|
Available-for-sale |
|
Flow Hedges |
|
Translation Adjustments |
|
Other Comp. Loss (1) |
|
|
Available-for-sale |
|
Flow Hedges |
|
Translation Adjustments |
|
Other Comp. Loss (1) |
| Balance as of beginning of period |
|
$ |
126 |
|
|
$ |
(5,731) |
|
|
$ |
(281,410) |
|
|
$ |
(287,015) |
|
|
|
$ |
205 |
|
|
$ |
2,111 |
|
|
$ |
(445,710) |
|
|
$ |
(443,394) |
|
| Other comprehensive gain/(loss) before reclassifications |
|
(140) |
|
|
8,083 |
|
|
(5,780) |
|
|
2,163 |
|
|
|
(181) |
|
|
76 |
|
|
80,604 |
|
|
80,499 |
|
| Reclassifications, net |
|
— |
|
|
253 |
|
|
— |
|
|
253 |
|
|
|
— |
|
|
(2,018) |
|
|
— |
|
|
(2,018) |
|
| Net current period other comprehensive gain/(loss) |
|
(140) |
|
|
8,336 |
|
|
(5,780) |
|
|
2,416 |
|
|
|
(181) |
|
|
(1,942) |
|
|
80,604 |
|
|
78,481 |
|
| Balance as of end of period |
|
$ |
(14) |
|
|
$ |
2,605 |
|
|
$ |
(287,190) |
|
|
$ |
(284,599) |
|
|
|
$ |
24 |
|
|
$ |
169 |
|
|
$ |
(365,106) |
|
|
$ |
(364,913) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Net of deferred taxes for unrealized gains from cash flow hedges of $0.8 million and $3.1 million for the three months ended March 31, 2026 and 2025, respectively.
9. Stockholders' Equity
In February 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $150.0 million of its outstanding common stock. During the three months ended March 31, 2026, the Company repurchased 546,681 shares of its common stock at an average price of $18.29 per share for a total of $10.0 million. Share repurchases are subject to restrictive covenants contained in the Company's credit facilities and the indentures that govern its senior notes. The Company's practice is to retire the shares it repurchases. As of March 31, 2026, there was $37.7 million remaining for share repurchases under the program.
Note 10. Earnings per Share
The following tables provide a reconciliation between basic earnings per share ("EPS") and diluted EPS for the three months ended March 31, 2026 and 2025 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
2026 |
|
|
2025 |
|
Net Income Attributable to PRA Group, Inc. |
|
Weighted Average Common Shares |
|
EPS |
|
|
Net Income Attributable to PRA Group, Inc. |
|
Weighted Average Common Shares |
|
EPS |
| Basic EPS |
$ |
28,210 |
|
|
38,368 |
|
|
$ |
0.74 |
|
|
|
$ |
3,659 |
|
|
39,549 |
|
|
$ |
0.09 |
|
| Dilutive effect of nonvested share awards |
|
|
143 |
|
|
(0.01) |
|
|
|
|
|
139 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted EPS |
$ |
28,210 |
|
|
38,511 |
|
|
$ |
0.73 |
|
|
|
$ |
3,659 |
|
|
39,688 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS are computed by dividing net income available to common stockholders of PRA Group, Inc. by weighted average common shares outstanding. Diluted EPS are computed using the same components as basic EPS, with the denominator adjusted for nonvested share awards, if dilutive. Share-based awards that are contingent upon the attainment of performance goals are included in the computation of diluted EPS if the effect is dilutive.
Note 11. Income Taxes
The Company's effective tax rate for the three months ended March 31, 2026 and 2025 was as follows (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2026 |
|
2025 |
|
|
|
|
|
| Income before income taxes |
$ |
40,536 |
|
$ |
13,376 |
|
|
|
|
|
| Income tax expense |
8,764 |
|
4,312 |
|
|
|
|
|
| Effective tax rate |
21.6 |
% |
|
32.2 |
% |
|
|
|
|
|
The relationship between Income before income taxes and Income tax expense for the three months ended March 31, 2026 and 2025 was impacted by the Company's pretax income, mix of income from different taxing jurisdictions and the timing and amount of discrete items.
Each interim period is considered an integral part of the annual period and tax expense or benefit is measured using an estimated annual effective income tax rate. The estimated annual effective tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projections for the remainder of the year. Since the Company operates in foreign countries with varying tax rates, the Company’s quarterly effective tax rate is dependent, in part, on the level of income or loss from its international operations.
Note 12. Commitments and Contingencies
Forward flow agreements
The Company enters into forward flow agreements for the purchase of nonperforming loans. These agreements typically have terms ranging from six to 12 months, or they can be open-ended, and establish purchase prices and specific criteria for the accounts to be purchased. Some of the agreements establish a volume reference for the contract term in the form of a target or maximum, however, very few agreements establish a minimum contractual obligation, and many of the contracts contain early termination provisions allowing either party to cancel the agreements in accordance with a specified notice period. The amounts purchased are also dependent on actual delivery by the sellers, and while purchases under these agreements comprise a significant portion of the Company's overall purchases, as of March 31, 2026, the estimated minimum contractual purchase obligation under forward flow agreements was not significant.
Litigation and regulatory matters
The Company and its subsidiaries are from time-to-time subject to a variety of legal and regulatory claims, inquiries, proceedings, and other matters, including those described in Note 15 to the Consolidated Financial Statements in the 2025 Form 10-K. The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates involve significant judgment, and accordingly, the Company's estimates will change from time-to-time, and actual expenses could exceed the current estimates.
As of March 31, 2026, there were no material developments in any of the previously disclosed legal proceedings.
Note 13. Business Segments
The Company has determined that its U.S. and European businesses are reportable segments. The U.S. reportable segment includes the operating results of the Company's class action claims recoveries business, which are not material to the segment as a whole.
The chief operating decision maker ("CODM") is the Company’s chief executive officer ("CEO"). The primary profitability measure used by the CEO to evaluate performance and allocate resources is Income from operations excluding goodwill impairment, when applicable, and certain unallocated corporate expenses ("Adjusted segment operating income"). The Company does not report a measure of segment assets as that information is not regularly provided to the CEO. Intersegment and other intercompany transactions are executed on an arms-length basis. All prior period disclosures have been recast to reflect the reportable segment reorganization that occurred as of December 31, 2025.
Segment financial information
Segment operating results and reconciliations to the consolidated totals for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
U.S. |
|
Europe |
|
Total |
|
U.S. |
|
Europe |
|
Total |
|
|
|
|
|
|
| Revenues from external customers |
$ |
156,795 |
|
|
$ |
125,632 |
|
|
$ |
282,427 |
|
|
$ |
136,381 |
|
|
$ |
100,150 |
|
|
$ |
236,531 |
|
|
|
|
|
|
|
All other revenues (1) |
|
|
|
|
32,106 |
|
|
|
|
|
|
33,088 |
|
|
|
|
|
|
|
| Total consolidated revenues |
|
|
|
|
$ |
314,533 |
|
|
|
|
|
|
$ |
269,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment expenses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation and benefits |
39,497 |
|
|
20,704 |
|
|
60,201 |
|
|
45,493 |
|
|
19,179 |
|
|
64,672 |
|
|
|
|
|
|
|
| Legal collection expenses |
53,140 |
|
|
9,462 |
|
|
62,602 |
|
|
36,862 |
|
|
8,639 |
|
|
45,501 |
|
|
|
|
|
|
|
| Professional and outside services |
11,812 |
|
|
4,479 |
|
|
16,291 |
|
|
12,826 |
|
|
4,185 |
|
|
17,011 |
|
|
|
|
|
|
|
Other segment items (3) |
22,157 |
|
|
14,767 |
|
|
36,924 |
|
|
23,821 |
|
|
11,520 |
|
|
35,341 |
|
|
|
|
|
|
|
| Adjusted segment operating income |
30,189 |
|
|
76,220 |
|
|
106,409 |
|
|
17,379 |
|
|
56,627 |
|
|
74,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation to consolidated totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other operating income and corporate expenses (4) |
|
|
|
|
(3,155) |
|
|
|
|
|
|
571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from operations |
|
|
|
|
103,254 |
|
|
|
|
|
|
74,577 |
|
|
|
|
|
|
|
| Interest expense, net |
|
|
|
|
(63,518) |
|
|
|
|
|
|
(60,970) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other, net |
|
|
|
|
800 |
|
|
|
|
|
|
(231) |
|
|
|
|
|
|
|
| Income before income taxes |
|
|
|
|
$ |
40,536 |
|
|
|
|
|
|
$ |
13,376 |
|
|
|
|
|
|
|
(1)Reflects revenues from external customers in South America, Canada and Australia.
(2)Amounts include intersegment and intercompany expenses, which are not material.
(3)Primarily reflects Communication expenses, Agency fees and Other operating expenses.
(4)Includes operating income in South America, Canada and Australia and certain unallocated corporate personnel, administrative and other overhead expenses.
Other segment balances and reconciliations to the consolidated totals for the three months ended March 31, 2026 and 2025 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
Europe |
|
All Other (1) |
|
Consolidated Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
$ |
41,106 |
|
|
$ |
23,593 |
|
|
$ |
(1,181) |
|
|
$ |
63,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
854 |
|
|
822 |
|
|
32 |
|
|
1,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense/(benefit) |
|
(298) |
|
|
8,860 |
|
|
202 |
|
|
8,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
$ |
37,939 |
|
|
$ |
23,767 |
|
|
$ |
(736) |
|
|
$ |
60,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
2,216 |
|
|
680 |
|
|
42 |
|
|
2,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense/(benefit) |
|
(2,241) |
|
|
5,221 |
|
|
1,332 |
|
|
4,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Reflects activity in South America, Canada and Australia. Interest expense, net also includes elimination of intersegment and intercompany interest.
Note 14. Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted:
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"). Subsequently, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the impact of this ASU on its Consolidated Financial Statements and the related disclosures; however, it does not expect there will be a material impact upon adoption.
In November 2025, the FASB issued ASU 2025-08, "Financial Instruments – Credit Losses (Topic 326): Purchased Loans” ("ASU 2025-08"), under which loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” will be considered purchased seasoned loans and accounted for using the gross-up approach at acquisition. This ASU is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company currently applies the PCD accounting model to the loans it acquires and is evaluating the impact this ASU could have on its Consolidated Financial Statements; however, it does not expect there will be a material impact upon adoption.
In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" ("ASU 2025-09"), which enables entities to apply hedge accounting to a greater number of highly effective economic hedges in the following five areas: (1) similar risk assessment for cash flow hedges; (2) hedging forecasted interest payments on choose-your-rate debt instruments; (3) cash flow hedges of nonfinancial forecasted transactions; (4) net written options as hedging instruments; and (5) foreign currency denominated debt instrument as hedging instrument and hedged item (dual hedge). This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is evaluating the impact of this ASU on its Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements" (“ASU 2025-11"), which improves the guidance of Topic 270, Interim Reporting, by providing clarity on the current interim reporting requirements. This ASU provides additional guidance on what disclosures should be provided in interim reporting periods and adds a principle to Topic 270 requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the reporting entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 31, 2027. Early adoption is permitted, and this ASU can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact of this ASU on its Consolidated Financial Statements and the related disclosures.
All other recently issued accounting pronouncements not yet adopted have been deemed either immaterial or not applicable.
Note 15. Subsequent Event
On April 30, 2026, the Company amended and restated its European revolving credit facility. Among other modifications, the maturity date was extended from November 23, 2027 to April 30, 2031, the maximum ERC Ratio (as defined in the agreement) was reduced from 45.0% to 40.0%, and subject to certain conditions, joint venture investments and loans are permitted up to an aggregate amount of €100.0 million. The aggregate revolving borrowings available and funding costs remained unchanged.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
All references in this Quarterly Report on Form 10-Q ("Quarterly Report") to "PRA Group," "we," "our," "us," "the Company" or similar terms are to PRA Group, Inc. and its subsidiaries. This Quarterly Report should be read in conjunction with our Form 10-K for the year ended December 31, 2025 ("2025 10-K"). See Frequently Used Terms at the end of this Item 2 for certain definitions that may be used in this Quarterly Report. Except as specifically noted, all references to "Notes" in this Item 2 are to Notes to our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are forward-looking statements, including statements regarding cash collection trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans, strategies and anticipated events or trends. Our results could differ materially from those expressed or implied by such forward-looking statements, or our forward-looking statements could be wrong, as a result of risks, uncertainties and assumptions, including the following:
•a deterioration in general business and economic conditions, including from the ongoing geopolitical conflict and instability in the Middle East;
•our ability to purchase a sufficient volume of nonperforming loans at favorable pricing;
•our ability to collect sufficient amounts on our nonperforming loans to recover our costs and fund our operations;
•our reliance on internally developed models and the underlying data used in those models;
•a disruption or failure by any of our third-party service providers, or the vendors on whom they may depend, to meet their obligations and our service level expectations, or an ability to contract alternative providers;
•our ability to realize the expected benefits from our cash-generating and cost savings initiatives in our United States ("U.S.") business;
•changes in the regulatory environment for legal collections or our ability to effectively collect on legal recovery and post-judgment processes;
•disruptions of business operations caused by cybersecurity incidents or the underperformance or failure of our information technology ("IT") infrastructure, networks or communication systems;
•our ability to effectively manage change associated with ongoing enhancements to our key operational systems and processes;
•our ability to effectively utilize artificial intelligence ("AI") and machine learning technologies and to adequately safeguard our systems against AI-driven threats;
•our ability to execute our long-term (PRA 3.0) strategy effectively, including the targets related to improving our financial results;
•further impairment of goodwill;
•our ability to manage risks associated with our international operations;
•changes in local, state, federal or international laws or the interpretation of these laws, including tax, bankruptcy and collection laws that limit our ability to collect on our nonperforming loans;
•our ability to comply with existing and new regulations of the collection industry;
•investigations, reviews or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau ("CFPB");
•our ability to comply with data privacy regulations such as the General Data Protection Regulation ("GDPR");
•our ability to retain, expand, renegotiate or replace our credit facilities and our ability to comply with the covenants under our financing arrangements;
•our ability to manage our capital and liquidity needs effectively, including as a result of changes in credit or capital markets or adverse changes in our credit ratings, whether due to concerns about our industry in general, the financial condition of our competitors, or other factors;
•changes in interest or exchange rates;
•default by, or failure of, one or more of our counterparty financial institutions; and
•the "Risk Factors" in Item 1A of our 2025 Form 10-K and our other filings with the U.S. Securities and Exchange Commission ("SEC").
You should assume that the information appearing in this Quarterly Report is accurate only as of the date it was filed with the SEC. Our business, financial condition, results of operations and prospects may have changed since that date. The future events, developments or results described in, or implied by, this Quarterly Report could turn out to be materially different. Except as required by law, we assume no obligation to publicly update or revise our forward-looking statements after the date of this Quarterly Report and you should not expect us to do so.
EXECUTIVE OVERVIEW
We are a global leader in acquiring and collecting nonperforming loans. Most of our purchases are from credit originators who have chosen not to pursue, or have been unsuccessful in collecting, the full balance owed to them ("Core" accounts). To a lesser extent, we also purchase loans in situations where the customer is involved in a bankruptcy or similar proceeding ("Insolvency" accounts). As part of an ancillary business, we purchase and provide fee-based services for class action claims recoveries in the U.S.
Our operations are organized on a geographic basis, and we have two reportable segments comprised of our U.S. and European businesses. On a significantly smaller scale, we also operate in South America, Canada and Australia. Subject to globally-established parameters for capital allocation, portfolio return thresholds and leverage, each market functions under a similar debt management business model, which is predicated on purchasing nonperforming loans and generating returns through disciplined collection strategies over extended collection periods.
For additional information about our business and reportable segments, refer to Part I, Item 1 "Business" of our 2025 Form 10-K and
Note 13.
First quarter business trends and results
During the first quarter of 2026, we continued to gain momentum in improving our U.S. business and benefited from the strength of our European business, executing on our near-term priorities and long-term PRA 3.0 strategy. Our results for the first quarter of 2026 included the following:
•Net income attributable to PRA Group, Inc. of $28.2 million, an increase of $24.6 million compared to the prior year period.
•Adjusted EBITDA of $1.3 billion for the last 12 months, an increase of 13.9% compared to the prior 12 month period ("Adjusted EBITDA" is a non-GAAP financial measure; refer to section "Non-GAAP Financial Measures" below).
•Continued geographic diversification, with the U.S. and Europe accounting for 42.7% and 50.7%, respectively, of total ERC of $8.5 billion as of March 31, 2026.
•A diversified capital structure, consistent with our targeted leverage and liquidity objectives. In April 2026, we refinanced our European revolving credit facility for an additional five years with no change to the commitment levels or funding costs (refer to
Note 15 for additional details).
Market environment
We expect portfolio supply to remain relatively stable in the U.S. and Europe over the next 12 to 18 months. We observed stability in our customers' payment activity in the U.S. and Europe during the first quarter of 2026, and we continue to monitor the ongoing geopolitical conflict and instability in the Middle East, and in particular, how it has led to elevated energy costs and gas prices.
SELECTED CONSOLIDATED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of or for the period ended (in thousands, except per share, ratio and headcount data) |
|
First Quarter |
|
|
|
|
|
2026 |
|
2025 |
|
% Change |
|
|
|
|
|
|
| Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio income |
|
$ |
269,579 |
|
$ |
240,958 |
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in expected recoveries |
|
43,886 |
|
27,922 |
|
57.2 |
|
|
|
|
|
|
|
| Total revenues |
|
314,533 |
|
269,619 |
|
16.7 |
|
|
|
|
|
|
|
| Total operating expenses |
|
211,279 |
|
195,042 |
|
8.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
63,518 |
|
60,970 |
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income attributable to PRA Group, Inc. |
|
28,210 |
|
3,659 |
|
671.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted earnings per share |
|
0.73 |
|
0.09 |
|
711.1 |
|
|
|
|
|
|
|
| Performance data and ratios |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income/(loss) attributable to PRA Group, Inc. (last 12 months) |
|
$ |
(280,591) |
|
$ |
70,785 |
|
(496.4) |
% |
|
|
|
|
|
|
Adjusted net income attributable to PRA (last 12 months) (1) |
|
97,132 |
|
70,785 |
|
37.2 |
|
|
|
|
|
|
|
Adjusted EBITDA (last 12 months) (2) |
|
1,348,599 |
|
1,183,992 |
|
13.9 |
|
|
|
|
|
|
|
Cash efficiency ratio (3) |
|
61.8 |
% |
|
60.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average Total stockholders' equity - PRA Group, Inc. ("ROE") (4) |
|
11.4 |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
Return on average tangible equity ("ROATE") (5) |
|
11.7 |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio volumes |
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio purchases |
|
$ |
220,850 |
|
$ |
291,702 |
|
(24.3) |
% |
|
|
|
|
|
|
| Cash collections |
|
551,928 |
|
497,436 |
|
11.0 |
|
|
|
|
|
|
|
| Estimated remaining collections (period-end) |
|
8,548,548 |
|
7,805,132 |
|
9.5 |
|
|
|
|
|
|
|
| Credit facility availability (period-end) |
|
|
|
|
|
|
|
|
|
|
|
|
| Based on current ERC |
|
$ |
714,258 |
|
$ |
537,839 |
|
32.8 |
|
|
|
|
|
|
|
| Additional availability |
|
281,737 |
|
381,083 |
|
(26.1) |
|
|
|
|
|
|
|
| Total availability |
|
995,995 |
|
918,922 |
|
8.4 |
|
|
|
|
|
|
|
| Balance sheet (period-end) |
|
|
|
|
|
|
|
|
|
|
|
|
| Finance receivables, net |
|
$ |
4,637,094 |
|
$ |
4,308,334 |
|
7.6 |
% |
|
|
|
|
|
|
| Borrowings |
|
3,779,167 |
|
3,466,075 |
|
9.0 |
|
|
|
|
|
|
|
| Total stockholders' equity - PRA Group, Inc. |
|
1,002,288 |
|
1,219,108 |
|
(17.8) |
|
|
|
|
|
|
|
| Headcount (period-end) |
|
|
|
|
|
|
|
|
|
|
|
|
| Full-time equivalents |
|
2,541 |
|
2,991 |
|
(15.0) |
% |
|
|
|
|
|
|
(1)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 attributable to PRA"), is a non-GAAP financial measure. Refer to section "
Non-GAAP Financial Measures" below.
(2)Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is a non-GAAP financial measure. Refer to section "
Non-GAAP Financial Measures" below.
(3)Calculated by dividing cash receipts less operating expenses by cash receipts.
(4)ROE is calculated by dividing annualized Net income attributable to PRA Group, Inc., by average Total stockholders' equity - PRA Group, Inc.
(5)ROATE is a non-GAAP financial measure calculated by dividing annualized Net income attributable to PRA Group, Inc. by Average tangible equity ("Average tangible equity"), which is also a non-GAAP financial measure. Refer to section "
Non-GAAP Financial Measures" below.
RESULTS OF OPERATIONS
Three months ended March 31, 2026 ("First Quarter 2026" or "Q1 2026") compared to three months ended March 31, 2025 ("First Quarter 2025" or "Q1 2025").
Consolidated and business segment results
Portfolio purchases
Portfolio purchases were as follows (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
| U.S. |
$ |
118,512 |
|
|
$ |
160,962 |
|
|
$ |
(42,450) |
|
|
(26.4) |
% |
|
|
|
|
|
|
|
|
|
| Europe |
91,552 |
|
|
113,246 |
|
|
(21,694) |
|
|
(19.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other markets (1) |
10,786 |
|
|
17,494 |
|
|
(6,708) |
|
|
(38.3) |
|
|
|
|
|
|
|
|
|
|
| Total portfolio purchases |
$ |
220,850 |
|
|
$ |
291,702 |
|
|
$ |
(70,852) |
|
|
(24.3) |
% |
|
|
|
|
|
|
|
|
|
(1)Reflects portfolio purchases in South America, Canada and Australia.
We use a global investment framework to optimize the deployment of capital across our markets with a focus on net returns. Our total portfolio purchases in Q1 2026 decreased by $70.9 million, or 24.3%, compared to Q1 2025. Total purchases of $220.9 million in Q1 2026 were in-line with our expectations for the quarter, and the PPM for our global Core vintage was 1.96x, slightly lower than the 2.01x for Q1 2025. PPMs can vary due to factors contributing to the cost to collect, including the loan type and age, geography and collections strategy, in addition to competitive and market dynamics. Our focus continued to be on net returns, which considers the amount and timing of the projected cash collections, estimated costs to collect, funding costs, risk and agreement terms.
•U.S.: Portfolio purchases decreased by $42.5 million as we remained disciplined in our purchasing and long-term approach focused on net returns. As of March 31, 2026, the PPM for our 2026 U.S. Core vintage was 2.02x, reflecting a 7% decrease compared to Q1 2025 due to purchases of a higher percentage of portfolios with lower costs to collect.
•Europe: Portfolio purchases decreased by $21.7 million reflecting the occurrence of a large spot purchase in Q1 2025 and continued purchasing discipline in Q1 2026. As of March 31, 2026, the PPM for our 2026 European Core vintage was 1.85x, reflecting a 6% increase compared to Q1 2025.
Cash collections
Cash collections were as follows (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
| U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Call center/other |
$ |
127,393 |
|
|
$ |
129,255 |
|
|
$ |
(1,862) |
|
|
(1.4) |
% |
|
|
|
|
|
|
|
|
|
|
|
| Legal |
141,016 |
|
|
111,212 |
|
|
29,804 |
|
|
26.8 |
|
|
|
|
|
|
|
|
|
|
|
|
| Core |
268,409 |
|
|
240,467 |
|
|
27,942 |
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
| Insolvency |
20,141 |
|
|
20,589 |
|
|
(448) |
|
|
(2.2) |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash collections - U.S. |
288,550 |
|
|
261,056 |
|
|
27,494 |
|
|
10.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Call center/other |
118,049 |
|
|
102,408 |
|
|
15,641 |
|
|
15.3 |
|
|
|
|
|
|
|
|
|
|
|
|
| Legal |
73,970 |
|
|
61,963 |
|
|
12,007 |
|
|
19.4 |
|
|
|
|
|
|
|
|
|
|
|
|
| Core |
192,019 |
|
|
164,371 |
|
|
27,648 |
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
| Insolvency |
20,547 |
|
|
21,205 |
|
|
(658) |
|
|
(3.1) |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash collections - Europe |
212,566 |
|
|
185,576 |
|
|
26,990 |
|
|
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
Other markets (1) |
50,812 |
|
|
50,804 |
|
|
8 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| Total cash collections |
$ |
551,928 |
|
|
$ |
497,436 |
|
|
$ |
54,492 |
|
|
11.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Reflects cash collections in South America, Canada and Australia.
Our total cash collections in Q1 2026 increased by $54.5 million, or 11.0%, compared to Q1 2025. Total collections of $551.9 million in Q1 2026 exceeded our expectations for the quarter.
•U.S.: Cash collections increased by $27.5 million driven by a $29.8 million increase in legal collections due primarily to an expansion in activity associated with our operational initiatives.
•Europe: Cash collections increased by $27.0 million due to the performance in several markets and in part, to favorable foreign exchange rate variation.
Portfolio revenue
Total portfolio revenue was as follows (in thousands, except percentages):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
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|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| U.S. |
155,986 |
|
|
135,806 |
|
|
20,180 |
|
|
14.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
| Europe |
125,435 |
|
|
99,986 |
|
|
25,449 |
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other markets (1) |
32,044 |
|
|
33,088 |
|
|
(1,044) |
|
|
(3.2) |
|
|
|
|
|
|
|
|
|
|
| Total portfolio revenue |
$ |
313,465 |
|
|
$ |
268,880 |
|
|
$ |
44,585 |
|
|
16.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| By component |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio income |
$ |
269,579 |
|
|
$ |
240,958 |
|
|
$ |
28,621 |
|
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
| Recoveries collected in excess of forecast |
22,698 |
|
|
16,500 |
|
|
6,198 |
|
|
37.6 |
|
|
|
|
|
|
|
|
|
|
| Changes in expected future recoveries |
21,188 |
|
|
11,422 |
|
|
9,766 |
|
|
85.5 |
|
|
|
|
|
|
|
|
|
|
| Changes in expected recoveries |
43,886 |
|
|
27,922 |
|
|
15,964 |
|
|
57.2 |
|
|
|
|
|
|
|
|
|
|
| Total portfolio revenue |
$ |
313,465 |
|
|
$ |
268,880 |
|
|
$ |
44,585 |
|
|
16.6 |
% |
|
|
|
|
|
|
|
|
|
(1)Reflects portfolio revenue in South America, Canada and Australia.
Our total portfolio revenue in Q1 2026 increased by $44.6 million, or 16.6%, compared to Q1 2025. Portfolio income, the yield component of our revenue, which is more predictable than Changes in expected recoveries, increased by 11.9%.
•U.S.: Portfolio revenue increased by $20.2 million due to increases of $11.1 million in Portfolio income and $9.1 million in Changes in expected recoveries. The increase in Portfolio income was driven largely by higher recent purchasing and improved pricing on the 2025 Core vintage. The increase in Changes in expected recoveries was due to net cash collections overperformance in Q1 2026, driven primarily by the 2024 Core pool, compared to net underperformance in Q1 2025, driven by the 2019-2023 Core pools. This increase was partially offset by a lower net increase in the collections forecasts on certain Core pools compared to Q1 2025 and the impact of changes in the expected timing of collections on certain Core pools in Q1 2026.
•Europe: Portfolio revenue increased by $25.4 million due to increases of $14.1 million in Portfolio income and $11.3 million in Changes in expected recoveries, which were distributed across multiple pools. The increase in Portfolio income was driven by higher purchasing and favorable foreign exchange rate variation. The increase in Changes in expected recoveries was due primarily to a higher net increase in the collections forecasts on certain Core pools in Q1 2026.
Operating expenses
Operating expenses were as follows (in thousands, except percentages):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
| U.S. |
$ |
135,921 |
|
|
$ |
128,543 |
|
|
$ |
7,378 |
|
|
5.7 |
% |
|
|
|
|
|
|
|
|
|
| Europe |
51,702 |
|
|
44,298 |
|
|
7,404 |
|
|
16.7 |
|
|
|
|
|
|
|
|
|
|
Other markets (1) |
23,656 |
|
|
22,201 |
|
|
1,455 |
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
$ |
211,279 |
|
|
$ |
195,042 |
|
|
$ |
16,237 |
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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| By component |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation and benefits |
$ |
70,738 |
|
|
$ |
73,323 |
|
|
$ |
(2,585) |
|
|
(3.5) |
% |
|
|
|
|
|
|
|
|
|
Legal collection costs (2) |
48,458 |
|
|
33,394 |
|
|
15,064 |
|
|
45.1 |
|
|
|
|
|
|
|
|
|
|
Legal collection fees (3) |
17,071 |
|
|
15,230 |
|
|
1,841 |
|
|
12.1 |
|
|
|
|
|
|
|
|
|
|
Agency fees (4) |
24,581 |
|
|
21,368 |
|
|
3,213 |
|
|
15.0 |
|
|
|
|
|
|
|
|
|
|
| Professional and outside services |
20,884 |
|
|
21,103 |
|
|
(219) |
|
|
(1.0) |
|
|
|
|
|
|
|
|
|
|
Communication (5) |
9,019 |
|
|
10,477 |
|
|
(1,458) |
|
|
(13.9) |
|
|
|
|
|
|
|
|
|
|
| Rent and occupancy |
3,258 |
|
|
3,480 |
|
|
(222) |
|
|
(6.4) |
|
|
|
|
|
|
|
|
|
|
| Depreciation, amortization and impairment of long-lived assets |
1,708 |
|
|
3,769 |
|
|
(2,061) |
|
|
(54.7) |
|
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|
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|
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|
|
|
|
|
|
|
|
|
Other operating expenses (6) |
15,562 |
|
|
12,898 |
|
|
2,664 |
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
$ |
211,279 |
|
|
$ |
195,042 |
|
|
$ |
16,237 |
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
(1)Reflects operating expenses in South America, Canada and Australia.
(2)Mainly costs paid to courts where a lawsuit is filed for the purpose of attempting to collect on an account.
(3)Contingent fees incurred for cash collections generated by our third-party attorney network.
(4)Mainly third-party collection fees.
(5)Mainly correspondence, network and calling costs associated with our collection efforts.
(6)Mainly IT-related costs and subscriptions, other taxes and fees.
Our Total operating expenses increased by $16.2 million, or 8.3%, compared to Q1 2025.
•U.S.: Operating expenses increased by $7.4 million due primarily to an increase in Legal collection costs associated with the expansion in activity in our legal collections channel, partially offset by a decrease in Compensation and benefits driven by continued rationalization of our U.S. call centers, increased use of external collectors, including offshore service providers, and the impact of our corporate headcount reduction in 2025.
•Europe: Operating expenses increased by $7.4 million due primarily to an increase in Compensation and benefits associated with organizational changes and higher non-collector wage costs, and to a lesser extent, an increase in Other operating expenses.
•Other markets: An increase in Agency fees of $3.2 million was due primarily to higher collection fees in South America.
Interest expense, net
Interest expense, net was as follows (in thousands, except percentages):
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
| Interest on revolving credit facilities and term loan, and unused line fees |
$ |
33,978 |
|
|
$ |
36,582 |
|
|
$ |
(2,604) |
|
|
(7.1) |
% |
|
|
|
|
|
|
|
|
|
| Interest on senior notes |
30,236 |
|
|
24,911 |
|
|
5,325 |
|
|
21.4 |
|
|
|
|
|
|
|
|
|
|
| Amortization of debt premium and issuance costs, net |
2,184 |
|
|
1,901 |
|
|
283 |
|
|
14.9 |
|
|
|
|
|
|
|
|
|
|
| Interest income |
(2,880) |
|
|
(2,424) |
|
|
(456) |
|
|
(18.8) |
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
$ |
63,518 |
|
|
$ |
60,970 |
|
|
$ |
2,548 |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
Our Interest expense, net increased by $2.5 million, or 4.2%, compared to Q1 2025 primarily reflecting a higher average debt balance.
Foreign exchange gain/(loss), net
Foreign exchange gain/(loss), net, includes the remeasurement of our foreign currency transactions and changes in the fair value of foreign exchange forward contracts used to economically hedge a portion of our remeasurement exposure. Foreign exchange gain/(loss), net included the following components (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency transaction losses |
$ |
(7,625) |
|
|
$ |
(1,545) |
|
|
$ |
(6,080) |
|
|
(393.5) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign exchange forward gains |
8,679 |
|
|
1,494 |
|
|
7,185 |
|
|
480.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign exchange gain/(loss), net |
$ |
1,054 |
|
|
$ |
(51) |
|
|
$ |
1,105 |
|
|
2,166.7 |
% |
In addition to normal rate fluctuations and ongoing execution of our risk management strategies, our net foreign exchange result may be impacted by elevated volatility in the underlying exchange rates.
Income tax expense
Income tax expense and our effective tax rate were as follows (in thousands, except percentages):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
| Income tax expense |
$ |
8,764 |
|
|
$ |
4,312 |
|
|
$ |
4,452 |
|
|
103.2 |
% |
|
|
|
|
|
|
|
|
|
| Effective tax rate |
21.6 |
% |
|
32.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Income tax expense increased by $4.5 million, or 103.2%, compared to Q1 2025, and the effective tax rate was 21.6% in Q1 2026 compared to 32.2% in Q1 2025. These results were primarily due to our pretax income, the mix of income from different taxing jurisdictions and the timing and amount of discrete items, including the reversal of a $3.2 million tax accrual in Q1 2026.
Business segment operating income
Our CEO evaluates the profitability of our U.S. and European business segments based primarily on Income from operations excluding goodwill impairment, when applicable, and certain unallocated corporate expenses ("Adjusted segment operating income"). Refer to
Note 13 for further information and a reconciliation of Adjusted segment operating income to consolidated Income before income taxes.
Adjusted segment operating income for our U.S. and European businesses was as follows (in thousands, except percentages):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
Europe |
|
Q1 2026 |
|
Q1 2025 |
|
$ Change |
|
% Change |
|
|
Q1 2026 |
|
Q1 2025 |
|
$ Change |
|
% Change |
| Revenues from external customers |
$ |
156,795 |
|
|
$ |
136,381 |
|
|
$ |
20,414 |
|
|
15.0 |
% |
|
|
$ |
125,632 |
|
|
$ |
100,150 |
|
|
$ |
25,482 |
|
|
25.4 |
% |
Segment expenses (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation and benefits |
39,497 |
|
|
45,493 |
|
|
(5,996) |
|
|
(13.2) |
|
|
|
20,704 |
|
|
19,179 |
|
|
1,525 |
|
|
8.0 |
|
| Legal collection expenses |
53,140 |
|
|
36,862 |
|
|
16,278 |
|
|
44.2 |
|
|
|
9,462 |
|
|
8,639 |
|
|
823 |
|
|
9.5 |
|
| Professional and outside services |
11,812 |
|
|
12,826 |
|
|
(1,014) |
|
|
(7.9) |
|
|
|
4,479 |
|
|
4,185 |
|
|
294 |
|
|
7.0 |
|
Other segment items (2) |
22,157 |
|
|
23,821 |
|
|
(1,664) |
|
|
(7.0) |
|
|
|
14,767 |
|
|
11,520 |
|
|
3,247 |
|
|
28.2 |
|
| Adjusted segment operating income |
$ |
30,189 |
|
|
$ |
17,379 |
|
|
$ |
12,810 |
|
|
73.7 |
% |
|
|
$ |
76,220 |
|
|
$ |
56,627 |
|
|
$ |
19,593 |
|
|
34.6 |
% |
(1)Amounts include intersegment and intercompany expenses, which are not material, and exclude certain unallocated corporate personnel, administrative and other overhead expenses.
(2)Primarily reflects Communication expenses, Agency fees and Other operating expenses.
Adjusted segment operating income increased by $12.8 million and $19.6 million in the U.S. and Europe, respectively, both reflecting an increase in segment revenues partially offset by an increase in segment operating expenses (refer to the above discussions of segment portfolio revenue and operating expenses for additional details).
Consolidated balance sheet
Investments
Investments were $143.4 million as of March 31, 2026, an increase of $76.7 million compared to December 31, 2025. The increase reflects purchases of government securities and corporate notes by our banking subsidiary, AK Nordic AB. Our banking subsidiary is part of our European operations, and it expects to continue to operate with higher levels of liquidity moving forward.
Finance receivables, net
Finance receivables, net were $4.6 billion as of March 31, 2026, decreasing marginally compared to December 31, 2025. Compared to March 31, 2025, Finance receivables, net increased $328.8 million, or 7.6%, due to portfolio purchases of $1.1 billion, Changes in expected recoveries of $192.4 million and foreign currency translation of $120.3 million, partially offset by $1.1 billion of recoveries collected and applied to Finance receivables, net.
Prepaid expenses and other assets
Prepaid expenses and other assets were $134.8 million as of March 31, 2026, an increase of $66.2 million compared to December 31, 2025. The increase was driven by the receipt of a derivative settlement payment made in error by the financial institution counterparty on March 31, 2026. The funds were returned the following day.
Borrowings
Borrowings were $3.8 billion as of March 31, 2026, increasing marginally compared to December 31, 2025. Compared to March 31, 2025, Borrowings increased $313.1 million, or 9.0%, primarily to fund portfolio purchases, and to a lesser extent, the purchases of investments discussed above under Investments.
Other liabilities
Other liabilities were $99.5 million as of March 31, 2026, an increase of $50.5 million compared to December 31, 2025. The increase was primarily due to the same payment error discussed above under Prepaid expenses and other assets.
NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, our management also uses certain non-GAAP financial measures, including the non-GAAP financial measures referred to below, internally to evaluate our performance and set performance goals. Also included below are reconciliations of the most directly comparable financial measures calculated in accordance with GAAP to the corresponding non-GAAP financial measure. These non-GAAP financial measures should not be considered as an alternative to the most directly comparable financial measure determined in accordance with GAAP and may not be comparable to the calculation of similarly titled financial measures reported by other companies.
Adjusted net income attributable to PRA
Adjusted net income attributable to PRA is defined as 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. The following table provides a reconciliation of Net income/(loss) attributable to PRA Group, Inc. to Adjusted net income attributable to PRA for the periods indicated (in thousands):
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|
Last 12 Months |
|
|
First Quarter |
|
March 31, |
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
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|
|
| Net income/(loss) attributable to PRA Group, Inc. |
|
$ |
28,210 |
|
$ |
3,659 |
|
$ |
(280,591) |
|
$ |
70,785 |
| Gain on sale of equity method investment |
|
— |
|
— |
|
(38,403) |
|
— |
| Goodwill impairment |
|
— |
|
— |
|
412,611 |
|
— |
Tax effect of adjusting items (1) |
|
— |
|
— |
|
3,515 |
|
— |
| Adjusted net income attributable to PRA |
|
$ |
28,210 |
|
|
$ |
3,659 |
|
|
$ |
97,132 |
|
$ |
70,785 |
(1)Based on the annual effective tax rate and pretax income excluding the effect of the adjusting items.
Adjusted EBITDA
Adjusted EBITDA is calculated as Net income/(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. The following table provides a reconciliation of Net loss attributable to PRA Group, Inc. as reported in accordance with GAAP to Adjusted EBITDA for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA Reconciliation |
|
Last 12 Months |
|
Year Ended |
|
March 31, 2026 |
|
December 31, 2025 |
| Net loss attributable to PRA Group, Inc. |
$ |
(280,591) |
|
|
$ |
(305,142) |
|
| Adjustments: |
|
|
|
| Income tax expense |
51,187 |
|
|
46,735 |
|
| Foreign exchange gain |
(1,860) |
|
|
(755) |
|
| Interest expense, net |
254,336 |
|
|
251,788 |
|
Other expense (1) |
410 |
|
|
336 |
|
| Depreciation and amortization |
7,805 |
|
|
9,035 |
|
| Impairment of real estate |
573 |
|
|
1,404 |
|
| Goodwill impairment |
412,611 |
|
|
412,611 |
|
| Net income attributable to noncontrolling interests |
13,325 |
|
|
15,168 |
|
| Gain on sale of equity method investment |
(38,403) |
|
|
(38,403) |
|
| Recoveries collected and applied to Finance receivables, net less Changes in expected recoveries |
929,206 |
|
|
922,697 |
|
| Adjusted EBITDA |
$ |
1,348,599 |
|
|
$ |
1,315,474 |
|
(1)Reflects non-operating expenses.
Return on average tangible equity
ROATE is calculated by dividing annualized Net income/(loss) attributable to PRA Group, Inc. by Average tangible equity, which is defined as average Total stockholders' equity - PRA Group, Inc. less average goodwill and average other intangible assets. The following table provides a reconciliation of Total stockholders' equity - PRA Group, Inc. as reported in accordance with GAAP to Average tangible equity and presents our ROE and ROATE for the periods indicated (in thousands, except for ratio data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Tangible Equity Reconciliation (1) |
|
|
Balance as of Period End |
|
First Quarter |
|
|
|
|
|
March 31, 2026 |
|
March 31, 2025 |
|
2026 |
|
2025 |
|
|
|
|
|
| Total stockholders' equity - PRA Group, Inc. |
|
$ |
1,002,288 |
|
|
$ |
1,219,108 |
|
|
$ |
991,068 |
|
$ |
1,177,070 |
|
|
|
|
|
| Goodwill |
|
26,871 |
|
|
420,715 |
|
|
26,871 |
|
408,536 |
|
|
|
|
|
| Other intangible assets |
|
1,344 |
|
|
1,488 |
|
|
1,390 |
|
1,471 |
|
|
|
|
|
| Average tangible equity |
|
|
|
|
|
$ |
962,807 |
|
$ |
767,063 |
|
|
|
|
|
(1)Amounts represent the average balances for the respective periods. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE and ROATE (2) |
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
|
|
|
|
|
| Net income attributable to PRA Group, Inc. |
|
|
|
|
|
$ |
28,210 |
|
$ |
3,659 |
|
|
|
|
|
| ROE |
|
|
|
|
|
11.4 |
% |
|
1.2 |
% |
|
|
|
|
|
| ROATE |
|
|
|
|
|
11.7 |
|
|
1.9 |
|
|
|
|
|
|
(2)Based on annualized Net income attributable to PRA Group, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL PERFORMANCE DATA
The tables in this section provide supplemental performance data about our:
•ERC by business segment and expected year of collection; and
•nonperforming loan portfolios and collections by business segment, portfolio type and year of purchase.
For additional information about the supplemental data and our nonperforming loan portfolios, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Supplemental Performance Data" in the 2025 Form 10-K and
Note 2.
Estimated remaining collections
The following table displays our ERC by year as of March 31, 2026 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
Europe (1) |
|
Other Markets (2) |
|
|
Total |
| 2027 |
$ |
1,054,976 |
|
|
$ |
717,426 |
|
|
$ |
171,378 |
|
|
|
$ |
1,943,780 |
|
| 2028 |
813,894 |
|
|
590,906 |
|
|
123,298 |
|
|
|
1,528,098 |
|
| 2029 |
550,713 |
|
|
491,572 |
|
|
83,252 |
|
|
|
1,125,537 |
|
| 2030 |
371,720 |
|
|
415,290 |
|
|
59,185 |
|
|
|
846,195 |
|
| 2031 |
254,162 |
|
|
352,508 |
|
|
42,416 |
|
|
|
649,086 |
|
| 2032 |
173,709 |
|
|
302,766 |
|
|
28,531 |
|
|
|
505,006 |
|
| 2033 |
122,651 |
|
|
262,604 |
|
|
20,325 |
|
|
|
405,580 |
|
| 2034 |
87,754 |
|
|
229,145 |
|
|
13,291 |
|
|
|
330,190 |
|
| 2035 |
63,666 |
|
|
200,220 |
|
|
7,527 |
|
|
|
271,413 |
|
| 2036 |
47,141 |
|
|
176,397 |
|
|
4,547 |
|
|
|
228,085 |
|
| Thereafter |
106,707 |
|
|
597,936 |
|
|
10,935 |
|
|
|
715,578 |
|
| Total ERC |
$ |
3,647,093 |
|
|
$ |
4,336,770 |
|
|
$ |
564,685 |
|
|
|
$ |
8,548,548 |
|
(1)Reflects ERC of $1.7 billion for the UK, $1.1 billion for Central Europe, $1.0 billion for Northern Europe and $564.6 million for Southern Europe.
(2)Reflects ERC in South America, Canada and Australia.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase Price Multiples |
as of March 31, 2026 |
| (in thousands, except percentages) |
| Purchase Period |
Purchase Price (1)(2) |
|
|
Total Estimated Collections (3) |
Estimated Remaining Collections (4) |
Current Purchase Price Multiple |
Original Purchase Price Multiple |
| U.S. Core |
|
|
|
|
|
|
| 1996-2015 |
$ |
2,736,875 |
|
|
|
$ |
7,505,108 |
|
$ |
94,785 |
|
274% |
224% |
| 2016 |
400,545 |
|
|
|
819,619 |
|
32,606 |
|
205% |
195% |
| 2017 |
511,902 |
|
|
|
1,168,721 |
|
68,438 |
|
228% |
193% |
| 2018 |
604,669 |
|
|
|
1,373,598 |
|
93,421 |
|
227% |
199% |
| 2019 |
432,222 |
|
|
|
1,017,206 |
|
70,674 |
|
235% |
209% |
| 2020 |
415,384 |
|
|
|
940,628 |
|
88,849 |
|
226% |
215% |
| 2021 |
339,885 |
|
|
|
603,675 |
|
118,686 |
|
178% |
191% |
| 2022 |
275,433 |
|
|
|
435,742 |
|
140,794 |
|
158% |
164% |
| 2023 |
506,319 |
|
|
|
947,969 |
|
447,691 |
|
187% |
191% |
| 2024 |
727,672 |
|
|
|
1,679,170 |
|
1,085,766 |
|
231% |
211% |
| 2025 |
531,021 |
|
|
|
1,144,614 |
|
975,398 |
|
216% |
216% |
| 2026 |
105,469 |
|
|
|
212,526 |
|
209,118 |
|
202% |
202% |
| Subtotal |
7,587,396 |
|
|
|
17,848,576 |
|
3,426,226 |
|
|
|
| U.S. Insolvency |
|
|
|
|
|
|
| 1996-2015 |
1,472,385 |
|
|
|
2,806,689 |
|
— |
|
191% |
154% |
| 2016 |
67,454 |
|
|
|
85,669 |
|
21 |
|
127% |
124% |
| 2017 |
275,257 |
|
|
|
359,605 |
|
182 |
|
131% |
125% |
| 2018 |
97,879 |
|
|
|
137,302 |
|
59 |
|
140% |
127% |
| 2019 |
120,845 |
|
|
|
164,398 |
|
174 |
|
136% |
128% |
| 2020 |
62,130 |
|
|
|
90,300 |
|
1,584 |
|
145% |
136% |
| 2021 |
54,898 |
|
|
|
74,136 |
|
5,237 |
|
135% |
136% |
| 2022 |
33,442 |
|
|
|
47,860 |
|
11,718 |
|
143% |
139% |
| 2023 |
61,242 |
|
|
|
80,321 |
|
38,358 |
|
131% |
136% |
| 2024 |
68,168 |
|
|
|
99,364 |
|
58,508 |
|
146% |
149% |
| 2025 |
59,091 |
|
|
|
93,168 |
|
84,236 |
|
158% |
160% |
| 2026 |
13,043 |
|
|
|
20,891 |
|
20,790 |
|
160% |
160% |
| Subtotal |
2,385,834 |
|
|
|
4,059,703 |
|
220,867 |
|
|
|
| Total U.S. |
9,973,230 |
|
|
|
21,908,279 |
|
3,647,093 |
|
|
|
| Europe Core |
|
|
|
|
|
|
|
| 2012-2015 |
1,225,893 |
|
|
|
3,516,570 |
|
478,195 |
|
287% |
190% |
| 2016 |
333,090 |
|
|
|
601,998 |
|
142,105 |
|
181% |
167% |
| 2017 |
252,174 |
|
|
|
366,501 |
|
77,563 |
|
145% |
144% |
| 2018 |
341,775 |
|
|
|
574,229 |
|
151,942 |
|
168% |
148% |
| 2019 |
518,610 |
|
|
|
888,852 |
|
272,541 |
|
171% |
152% |
| 2020 |
324,119 |
|
|
|
609,550 |
|
212,981 |
|
188% |
172% |
| 2021 |
412,411 |
|
|
|
732,470 |
|
338,322 |
|
178% |
170% |
| 2022 |
359,447 |
|
|
|
600,333 |
|
370,631 |
|
167% |
162% |
| 2023 |
410,593 |
|
|
|
709,805 |
|
464,760 |
|
173% |
169% |
| 2024 |
451,786 |
|
|
|
821,118 |
|
685,317 |
|
182% |
180% |
| 2025 |
512,533 |
|
|
|
951,214 |
|
843,307 |
|
186% |
185% |
| 2026 |
85,057 |
|
|
|
157,440 |
|
154,812 |
|
185% |
185% |
| Subtotal |
5,227,488 |
|
|
|
10,530,080 |
|
4,192,476 |
|
|
|
| Europe Insolvency |
|
|
|
|
|
|
| 2014-2015 |
29,849 |
|
|
|
49,058 |
|
— |
|
164% |
135% |
| 2016 |
39,338 |
|
|
|
58,616 |
|
440 |
|
149% |
130% |
| 2017 |
39,235 |
|
|
|
53,074 |
|
402 |
|
135% |
128% |
| 2018 |
44,908 |
|
|
|
53,386 |
|
543 |
|
119% |
123% |
| 2019 |
77,218 |
|
|
|
114,419 |
|
3,630 |
|
148% |
130% |
| 2020 |
105,440 |
|
|
|
162,032 |
|
5,399 |
|
154% |
129% |
| 2021 |
53,230 |
|
|
|
81,302 |
|
8,945 |
|
153% |
134% |
| 2022 |
44,604 |
|
|
|
66,962 |
|
20,325 |
|
150% |
137% |
| 2023 |
46,558 |
|
|
|
67,060 |
|
32,053 |
|
144% |
138% |
| 2024 |
43,459 |
|
|
|
64,128 |
|
38,821 |
|
148% |
147% |
| 2025 |
20,760 |
|
|
|
30,329 |
|
26,435 |
|
146% |
145% |
| 2026 |
4,752 |
|
|
|
7,346 |
|
7,301 |
|
155% |
155% |
| Subtotal |
549,351 |
|
|
|
807,712 |
|
144,294 |
|
|
|
| Total Europe |
5,776,839 |
|
|
|
11,337,792 |
|
4,336,770 |
|
|
|
Other markets (5) |
951,094 |
|
|
|
2,229,871 |
|
564,685 |
|
234% |
204% |
| Total PRA Group |
$ |
16,701,163 |
|
|
|
$ |
35,475,942 |
|
$ |
8,548,548 |
|
|
|
(1)Includes the acquisition date finance receivables portfolios that were acquired through our business acquisitions.
(2)Non-U.S. amounts, including purchase price adjustments that occur throughout the life of a portfolio, are presented at the exchange rate at the end of the respective period of purchase.
(3)Non-U.S. amounts are presented at the period-end exchange rate for the respective period of purchase.
(4)Non-U.S. amounts are presented at the March 31, 2026 exchange rate.
(5)Reflects all vintages in South America, Canada and Australia.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Financial Information (1) |
|
|
|
(in thousands) |
|
|
|
March 31, 2026 (year-to-date) |
|
As of March 31, 2026 |
| Purchase Period |
Cash Collections (2) |
Portfolio Income (2) |
Changes in Expected Recoveries (2) |
Total Portfolio Revenue (2) |
|
Net Finance Receivables (3) |
| U.S. Core |
|
|
|
|
|
|
| 1996-2015 |
$ |
10,384 |
|
$ |
5,487 |
|
$ |
2,695 |
|
$ |
8,182 |
|
|
$ |
31,227 |
|
| 2016 |
2,583 |
|
1,544 |
|
(84) |
|
1,460 |
|
|
13,786 |
|
| 2017 |
5,257 |
|
3,270 |
|
(775) |
|
2,495 |
|
|
27,494 |
|
| 2018 |
8,281 |
|
4,151 |
|
(418) |
|
3,733 |
|
|
45,382 |
|
| 2019 |
6,631 |
|
3,457 |
|
(608) |
|
2,849 |
|
|
33,983 |
|
| 2020 |
9,056 |
|
4,407 |
|
(982) |
|
3,425 |
|
|
44,546 |
|
| 2021 |
10,372 |
|
5,050 |
|
(486) |
|
4,564 |
|
|
59,591 |
|
| 2022 |
11,381 |
|
4,636 |
|
309 |
|
4,945 |
|
|
82,701 |
|
| 2023 |
39,177 |
|
18,207 |
|
(5,753) |
|
12,454 |
|
|
241,850 |
|
| 2024 |
98,754 |
|
47,239 |
|
14,278 |
|
61,517 |
|
|
574,230 |
|
| 2025 |
63,125 |
|
43,364 |
|
(2,313) |
|
41,051 |
|
|
500,322 |
|
| 2026 |
3,408 |
|
2,796 |
|
140 |
|
2,936 |
|
|
104,934 |
|
| Subtotal |
268,409 |
|
143,608 |
|
6,003 |
|
149,611 |
|
|
1,760,046 |
|
| U.S. Insolvency |
|
|
|
|
|
|
| 1996-2015 |
235 |
|
— |
|
234 |
|
234 |
|
|
— |
|
| 2016 |
39 |
|
1 |
|
26 |
|
27 |
|
|
19 |
|
| 2017 |
189 |
|
10 |
|
112 |
|
122 |
|
|
160 |
|
| 2018 |
134 |
|
2 |
|
100 |
|
102 |
|
|
57 |
|
| 2019 |
430 |
|
6 |
|
316 |
|
322 |
|
|
168 |
|
| 2020 |
544 |
|
52 |
|
86 |
|
138 |
|
|
1,401 |
|
| 2021 |
2,231 |
|
191 |
|
(97) |
|
94 |
|
|
4,943 |
|
| 2022 |
2,184 |
|
362 |
|
(45) |
|
317 |
|
|
10,557 |
|
| 2023 |
4,590 |
|
1,054 |
|
(33) |
|
1,021 |
|
|
33,215 |
|
| 2024 |
5,709 |
|
2,188 |
|
(318) |
|
1,870 |
|
|
45,042 |
|
| 2025 |
3,753 |
|
2,800 |
|
(857) |
|
1,943 |
|
|
57,786 |
|
| 2026 |
103 |
|
143 |
|
41 |
|
184 |
|
|
13,117 |
|
| Subtotal |
20,141 |
|
6,809 |
|
(435) |
|
6,374 |
|
|
166,465 |
|
| Total U.S. |
288,550 |
|
150,417 |
|
5,568 |
|
155,985 |
|
|
1,926,511 |
|
| Europe Core |
|
|
|
|
|
|
| 2012-2015 |
29,774 |
|
16,872 |
|
7,948 |
|
24,820 |
|
|
141,516 |
|
| 2016 |
6,773 |
|
2,758 |
|
5,129 |
|
7,887 |
|
|
80,998 |
|
| 2017 |
3,812 |
|
1,290 |
|
502 |
|
1,792 |
|
|
51,383 |
|
| 2018 |
7,984 |
|
2,910 |
|
3,002 |
|
5,912 |
|
|
95,137 |
|
| 2019 |
14,181 |
|
4,758 |
|
1,506 |
|
6,264 |
|
|
183,088 |
|
| 2020 |
9,918 |
|
4,154 |
|
1,275 |
|
5,429 |
|
|
128,550 |
|
| 2021 |
14,216 |
|
6,146 |
|
1,182 |
|
7,328 |
|
|
204,281 |
|
| 2022 |
15,933 |
|
6,390 |
|
2,068 |
|
8,458 |
|
|
233,121 |
|
| 2023 |
21,308 |
|
8,862 |
|
4,282 |
|
13,144 |
|
|
277,845 |
|
| 2024 |
29,869 |
|
13,672 |
|
3,368 |
|
17,040 |
|
|
385,315 |
|
| 2025 |
35,581 |
|
17,411 |
|
240 |
|
17,651 |
|
|
458,722 |
|
| 2026 |
2,670 |
|
937 |
|
723 |
|
1,660 |
|
|
83,953 |
|
| Subtotal |
192,019 |
|
86,160 |
|
31,225 |
|
117,385 |
|
|
2,323,909 |
|
| Europe Insolvency |
|
|
|
|
|
|
| 2014-2015 |
98 |
|
— |
|
98 |
|
98 |
|
|
— |
|
| 2016 |
124 |
|
18 |
|
102 |
|
120 |
|
|
115 |
|
| 2017 |
176 |
|
8 |
|
230 |
|
238 |
|
|
242 |
|
| 2018 |
227 |
|
10 |
|
93 |
|
103 |
|
|
424 |
|
| 2019 |
809 |
|
88 |
|
(30) |
|
58 |
|
|
3,003 |
|
| 2020 |
2,039 |
|
150 |
|
(11) |
|
139 |
|
|
5,075 |
|
| 2021 |
3,682 |
|
263 |
|
1,236 |
|
1,499 |
|
|
8,218 |
|
| 2022 |
3,659 |
|
542 |
|
1,138 |
|
1,680 |
|
|
17,622 |
|
| 2023 |
4,222 |
|
863 |
|
751 |
|
1,614 |
|
|
27,020 |
|
| 2024 |
4,003 |
|
1,307 |
|
194 |
|
1,501 |
|
|
29,818 |
|
| 2025 |
1,463 |
|
700 |
|
229 |
|
929 |
|
|
19,481 |
|
| 2026 |
45 |
|
35 |
|
33 |
|
68 |
|
|
4,747 |
|
| Subtotal |
20,547 |
|
3,984 |
|
4,063 |
|
8,047 |
|
|
115,765 |
|
| Total Europe |
212,566 |
|
90,144 |
|
35,288 |
|
125,432 |
|
|
2,439,674 |
|
Other markets (4) |
50,812 |
|
29,018 |
|
3,030 |
|
32,048 |
|
|
270,909 |
|
| Total PRA Group |
$ |
551,928 |
|
$ |
269,579 |
|
$ |
43,886 |
|
$ |
313,465 |
|
|
$ |
4,637,094 |
|
(1) Includes the nonperforming loan portfolios that were acquired through our business acquisitions.
(2)Non-U.S. amounts are presented using the average exchange rates during the current period.
(3)Non-U.S. amounts are presented at the March 31, 2026 exchange rate.
(4)Reflects all vintages in South America, Canada and Australia.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Collections by Year, By Year of Purchase (1) |
|
| as of March 31, 2026 |
|
| (in millions) |
|
| Purchase Period |
Purchase Price (2)(3) |
1996-2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
2021 |
2022 |
2023 |
2024 |
2025 |
2026 |
Total |
|
| U.S. Core |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1996-2015 |
$ |
2,736.9 |
|
$ |
5,186.4 |
|
$ |
673.8 |
|
$ |
479.4 |
|
$ |
337.7 |
|
$ |
230.9 |
|
$ |
149.3 |
|
$ |
98.2 |
|
$ |
67.1 |
|
$ |
51.7 |
|
$ |
64.7 |
|
$ |
53.6 |
|
$ |
10.4 |
|
$ |
7,403.2 |
|
|
| 2016 |
400.5 |
|
— |
|
86.1 |
|
195.3 |
|
160.1 |
|
116.6 |
|
88.7 |
|
59.9 |
|
29.1 |
|
17.6 |
|
18.1 |
|
12.9 |
|
2.6 |
|
787.0 |
|
|
| 2017 |
511.9 |
|
— |
|
— |
|
94.3 |
|
264.4 |
|
247.1 |
|
185.6 |
|
124.8 |
|
73.1 |
|
41.6 |
|
37.5 |
|
26.6 |
|
5.3 |
|
1,100.3 |
|
|
| 2018 |
604.7 |
|
— |
|
— |
|
— |
|
106.3 |
|
320.2 |
|
304.7 |
|
214.8 |
|
131.6 |
|
83.2 |
|
68.1 |
|
42.9 |
|
8.3 |
|
1,280.1 |
|
|
| 2019 |
432.2 |
|
— |
|
— |
|
— |
|
— |
|
93.4 |
|
282.2 |
|
237.4 |
|
141.7 |
|
86.1 |
|
61.8 |
|
37.3 |
|
6.6 |
|
946.5 |
|
|
| 2020 |
415.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
127.4 |
|
274.7 |
|
185.4 |
|
121.3 |
|
83.6 |
|
50.4 |
|
9.1 |
|
851.9 |
|
|
| 2021 |
339.9 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
73.8 |
|
149.9 |
|
115.3 |
|
82.8 |
|
52.8 |
|
10.4 |
|
485.0 |
|
|
| 2022 |
275.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
34.9 |
|
102.4 |
|
87.8 |
|
58.5 |
|
11.4 |
|
295.0 |
|
|
| 2023 |
506.3 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
63.5 |
|
211.8 |
|
185.9 |
|
39.2 |
|
500.4 |
|
|
| 2024 |
727.7 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
119.8 |
|
374.9 |
|
98.8 |
|
593.5 |
|
|
| 2025 |
531.0 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
106.1 |
|
63.1 |
|
169.2 |
|
|
| 2026 |
105.5 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3.2 |
|
3.2 |
|
|
| Subtotal |
7,587.4 |
|
5,186.4 |
|
759.9 |
|
769.0 |
|
868.5 |
|
1,008.2 |
|
1,137.9 |
|
1,083.6 |
|
812.8 |
|
682.7 |
|
836.0 |
|
1,001.9 |
|
268.4 |
|
14,415.3 |
|
|
| U.S. Insolvency |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1996-2015 |
1,472.4 |
|
2,290.4 |
|
230.4 |
|
142.6 |
|
78.6 |
|
39.1 |
|
13.6 |
|
4.5 |
|
2.9 |
|
1.8 |
|
1.4 |
|
1.0 |
|
0.2 |
|
2,806.5 |
|
|
| 2016 |
67.5 |
|
— |
|
10.1 |
|
18.9 |
|
18.2 |
|
16.4 |
|
13.0 |
|
6.6 |
|
1.3 |
|
0.6 |
|
0.4 |
|
0.1 |
|
— |
|
85.6 |
|
|
| 2017 |
275.3 |
|
— |
|
— |
|
49.1 |
|
97.3 |
|
80.9 |
|
58.8 |
|
44.0 |
|
20.8 |
|
4.9 |
|
2.5 |
|
1.0 |
|
0.2 |
|
359.5 |
|
|
| 2018 |
97.9 |
|
— |
|
— |
|
— |
|
6.7 |
|
27.4 |
|
30.5 |
|
31.6 |
|
24.6 |
|
12.7 |
|
2.5 |
|
1.0 |
|
0.1 |
|
137.1 |
|
|
| 2019 |
120.8 |
|
— |
|
— |
|
— |
|
— |
|
13.4 |
|
30.9 |
|
37.9 |
|
36.8 |
|
28.0 |
|
14.2 |
|
2.7 |
|
0.4 |
|
164.3 |
|
|
| 2020 |
62.1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6.5 |
|
16.1 |
|
20.4 |
|
19.5 |
|
17.0 |
|
8.7 |
|
0.5 |
|
88.7 |
|
|
| 2021 |
54.9 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4.5 |
|
17.7 |
|
17.4 |
|
15.2 |
|
11.8 |
|
2.2 |
|
68.8 |
|
|
| 2022 |
33.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3.2 |
|
9.2 |
|
11.1 |
|
10.5 |
|
2.2 |
|
36.2 |
|
|
| 2023 |
61.2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4.5 |
|
14.8 |
|
18.0 |
|
4.6 |
|
41.9 |
|
|
| 2024 |
68.2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
12.1 |
|
23.1 |
|
5.7 |
|
40.9 |
|
|
| 2025 |
59.1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5.2 |
|
3.8 |
|
9.0 |
|
|
| 2026 |
13.0 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
0.2 |
|
0.2 |
|
|
| Subtotal |
2,385.8 |
|
2,290.4 |
|
240.5 |
|
210.6 |
|
200.8 |
|
177.2 |
|
153.3 |
|
145.2 |
|
127.7 |
|
98.6 |
|
91.2 |
|
83.1 |
|
20.1 |
|
3,838.7 |
|
|
| Total U.S. |
9,973.2 |
|
7,476.8 |
|
1,000.4 |
|
979.6 |
|
1,069.3 |
|
1,185.4 |
|
1,291.2 |
|
1,228.8 |
|
940.5 |
|
781.3 |
|
927.2 |
|
1,085.0 |
|
288.5 |
|
18,254.0 |
|
|
| Europe Core |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2012-2015 |
1,225.8 |
|
538.4 |
|
350.2 |
|
310.3 |
|
290.5 |
|
241.4 |
|
206.0 |
|
202.4 |
|
164.3 |
|
142.4 |
|
132.1 |
|
126.9 |
|
29.8 |
|
2,734.7 |
|
|
| 2016 |
333.1 |
|
— |
|
40.4 |
|
78.9 |
|
72.6 |
|
58.0 |
|
48.3 |
|
46.7 |
|
36.9 |
|
29.7 |
|
27.4 |
|
27.1 |
|
6.8 |
|
472.8 |
|
|
| 2017 |
252.2 |
|
— |
|
— |
|
17.9 |
|
56.0 |
|
44.1 |
|
36.1 |
|
34.8 |
|
25.2 |
|
20.2 |
|
17.9 |
|
15.7 |
|
3.8 |
|
271.7 |
|
|
| 2018 |
341.8 |
|
— |
|
— |
|
— |
|
24.3 |
|
88.7 |
|
71.3 |
|
69.1 |
|
50.7 |
|
41.6 |
|
37.1 |
|
34.3 |
|
8.0 |
|
425.1 |
|
|
| 2019 |
518.6 |
|
— |
|
— |
|
— |
|
— |
|
48.0 |
|
125.7 |
|
121.4 |
|
89.8 |
|
75.1 |
|
68.2 |
|
61.7 |
|
14.2 |
|
604.1 |
|
|
| 2020 |
324.1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
32.3 |
|
91.7 |
|
69.0 |
|
56.1 |
|
50.1 |
|
45.1 |
|
9.9 |
|
354.2 |
|
|
| 2021 |
412.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
48.5 |
|
89.9 |
|
73.0 |
|
66.6 |
|
59.7 |
|
14.2 |
|
351.9 |
|
|
| 2022 |
359.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
33.9 |
|
83.8 |
|
74.7 |
|
67.8 |
|
15.9 |
|
276.1 |
|
|
| 2023 |
410.6 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
50.2 |
|
103.1 |
|
93.2 |
|
21.3 |
|
267.8 |
|
|
| 2024 |
451.9 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
46.3 |
|
135.6 |
|
29.9 |
|
211.8 |
|
|
| 2025 |
512.5 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
57.1 |
|
35.6 |
|
92.7 |
|
|
| 2026 |
85.1 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
2.6 |
|
2.6 |
|
|
| Subtotal |
5,227.5 |
|
538.4 |
|
390.6 |
|
407.1 |
|
443.4 |
|
480.2 |
|
519.7 |
|
614.6 |
|
559.7 |
|
572.1 |
|
623.5 |
|
724.2 |
|
192.0 |
|
6,065.5 |
|
|
| Europe Insolvency |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2014-2015 |
29.9 |
|
7.3 |
|
8.3 |
|
8.2 |
|
7.4 |
|
5.4 |
|
3.7 |
|
1.9 |
|
0.8 |
|
0.6 |
|
0.4 |
|
0.3 |
|
0.1 |
|
44.4 |
|
|
| 2016 |
39.3 |
|
— |
|
6.2 |
|
12.7 |
|
12.9 |
|
10.7 |
|
7.9 |
|
6.0 |
|
2.7 |
|
1.3 |
|
0.8 |
|
0.6 |
|
0.1 |
|
61.9 |
|
|
| 2017 |
39.2 |
|
— |
|
— |
|
1.2 |
|
7.9 |
|
9.2 |
|
9.8 |
|
9.4 |
|
6.5 |
|
3.8 |
|
1.5 |
|
1.0 |
|
0.2 |
|
50.5 |
|
|
| 2018 |
44.9 |
|
— |
|
— |
|
— |
|
0.6 |
|
8.4 |
|
10.3 |
|
11.7 |
|
9.8 |
|
7.2 |
|
3.5 |
|
1.4 |
|
0.2 |
|
53.1 |
|
|
| 2019 |
77.2 |
|
— |
|
— |
|
— |
|
— |
|
5.0 |
|
21.1 |
|
23.9 |
|
21.0 |
|
17.5 |
|
12.9 |
|
6.1 |
|
0.8 |
|
108.3 |
|
|
| 2020 |
105.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
6.0 |
|
34.6 |
|
34.1 |
|
29.7 |
|
25.5 |
|
15.5 |
|
2.0 |
|
147.4 |
|
|
| 2021 |
53.2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5.5 |
|
14.4 |
|
14.7 |
|
15.4 |
|
14.6 |
|
3.7 |
|
68.3 |
|
|
| 2022 |
44.6 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4.5 |
|
12.4 |
|
15.2 |
|
15.2 |
|
3.7 |
|
51.0 |
|
|
| 2023 |
46.7 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
4.2 |
|
12.7 |
|
15.7 |
|
4.2 |
|
36.8 |
|
|
| 2024 |
43.4 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
9.5 |
|
15.2 |
|
4.0 |
|
28.7 |
|
|
| 2025 |
20.8 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1.9 |
|
1.5 |
|
3.4 |
|
|
| 2026 |
4.8 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
| Subtotal |
549.4 |
|
7.3 |
|
14.5 |
|
22.1 |
|
28.8 |
|
38.7 |
|
58.8 |
|
93.0 |
|
93.8 |
|
91.4 |
|
97.4 |
|
87.5 |
|
20.5 |
|
653.8 |
|
|
| Total Europe |
5,776.9 |
|
545.7 |
|
405.1 |
|
429.2 |
|
472.2 |
|
518.9 |
|
578.5 |
|
707.6 |
|
653.5 |
|
663.5 |
|
720.9 |
|
811.7 |
|
212.5 |
|
6,719.3 |
|
|
Other markets(4) |
951.1 |
|
33.9 |
|
86.5 |
|
103.9 |
|
83.7 |
|
137.0 |
|
135.9 |
|
125.4 |
|
135.0 |
|
215.9 |
|
220.5 |
|
210.7 |
|
50.9 |
|
1,539.3 |
|
|
| Total PRA Group |
$ |
16,701.2 |
|
$ |
8,056.4 |
|
$ |
1,492.0 |
|
$ |
1,512.7 |
|
$ |
1,625.2 |
|
$ |
1,841.3 |
|
$ |
2,005.6 |
|
$ |
2,061.8 |
|
$ |
1,729.0 |
|
$ |
1,660.7 |
|
$ |
1,868.6 |
|
$ |
2,107.4 |
|
$ |
551.9 |
|
$ |
26,512.6 |
|
|
(1)Non-U.S. amounts are presented at the average exchange rates during the cash collections period.
(2)Includes the acquisition date finance receivables portfolios acquired through our business acquisitions.
(3)Non-U.S. amounts, including purchase price adjustments that occur throughout the life of a portfolio, are presented at the exchange rate at the end of the respective period of purchase.
(4)Reflects all vintages in South America, Canada and Australia.
LIQUIDITY AND CAPITAL RESOURCES
We actively manage our liquidity to meet our business needs and financial obligations.
Sources of liquidity
Cash and cash equivalents
As of March 31, 2026, cash and cash equivalents totaled $124.8 million, of which $113.7 million was held by international operations with indefinitely reinvested earnings. For additional information about the unremitted earnings of our international subsidiaries, refer to Note 14 to our Consolidated Financial Statements in the 2025 Form 10-K.
Borrowings
As of March 31, 2026, we had the following committed amounts, outstanding borrowings and availability under our financing arrangements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of Total Availability |
|
|
Committed Amounts |
|
Outstanding Borrowings |
|
Total Availability |
|
|
Based on Current ERC (1) |
|
Additional Availability (2) |
| North American revolving credit facility |
|
$ |
1,075,000 |
|
|
$ |
547,059 |
|
|
$ |
527,941 |
|
|
|
$ |
355,383 |
|
|
$ |
172,558 |
|
| North American term loan |
|
457,611 |
|
|
457,611 |
|
|
— |
|
|
|
— |
|
|
— |
|
| European revolving credit facility |
|
883,296 |
|
|
660,283 |
|
|
223,013 |
|
|
|
223,013 |
|
|
— |
|
| UK revolving credit facility |
|
725,000 |
|
|
479,959 |
|
|
245,041 |
|
|
|
135,862 |
|
|
109,179 |
|
| Colombian revolving credit facility |
|
2,433 |
|
|
2,433 |
|
|
— |
|
|
|
— |
|
|
— |
|
| Senior notes |
|
1,644,560 |
|
|
1,644,560 |
|
|
— |
|
|
|
— |
|
|
— |
|
| Debt premium and issuance costs, net |
|
— |
|
|
(12,738) |
|
|
— |
|
|
|
— |
|
|
— |
|
| Total |
|
$ |
4,787,900 |
|
|
$ |
3,779,167 |
|
|
$ |
995,995 |
|
|
|
$ |
714,258 |
|
|
$ |
281,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Available borrowings after calculation of borrowing base, subject to the committed amounts and debt covenants, which may be used for general corporate purposes, including portfolio purchases.
(2)Subject to borrowing base and debt covenants, including advance rates ranging from 35-55% of applicable ERC.
Interest-bearing deposits
As of March 31, 2026, interest-bearing deposits totaled $78.7 million. Under our European revolving credit facility, our interest-bearing deposit funding is limited to SEK 2.2 billion ($232.6 million as of March 31, 2026).
Uses of liquidity and material cash requirements
We believe that funds generated from our business activities, together with existing cash, available borrowings under our revolving credit facilities and access to the capital markets, will be sufficient to finance our operations, planned capital expenditures, forward flow purchase commitments, debt maturities and additional portfolio purchases for at least the next 12 months. Our long-term capital requirements will depend in large part on the level of nonperforming loan portfolios that we purchase.
Market conditions permitting, as we deem appropriate, we may seek to access the debt or equity capital markets or other sources of funding, and it may be necessary to raise additional funds to achieve our business objectives. Business acquisitions or higher than expected levels of portfolio purchasing could require additional financing. We may also from time-to-time repurchase common stock in the open market or otherwise. We also have the ability to slow the purchase of nonperforming loans without significantly impacting current year collections.
Forward flows
We enter into forward flow agreements for the purchase of nonperforming loans. These agreements typically have terms ranging from six to 12 months, or they can be open-ended, and establish purchase prices and specific criteria for the accounts to be purchased. Some of the agreements establish a volume reference for the contract term in the form of a target or maximum, however, very few agreements establish a minimum contractual obligation, and many of the contracts contain early termination provisions allowing either party to cancel the agreements in accordance with a specified notice period.
As of March 31, 2026, we had forward flow agreements in place with an estimated purchase price of approximately $321.8 million over the next 12 months. This total can vary significantly based on the remaining terms and renewal dates of the agreements and is comprised of $172.6 million in Europe, $132.2 million in the U.S. and $17.0 million in our other markets. These amounts represent our estimated forward flow purchases over the next 12 months under the agreements in place based on projections and other factors, including sellers' estimates of future forward flow sales, and are dependent on actual delivery by the sellers and, in some cases, the impact of foreign exchange rate fluctuations. Accordingly, amounts purchased under these agreements may vary significantly.
Borrowings
As of March 31, 2026, we had $3.8 billion in outstanding borrowings. Our estimated interest, unused fees and principal payments for the next 12 months are $251.0 million. With the exception of $2.5 million in quarterly principal payments on our North American term loan, as of March 31, 2026, principal payments on our borrowings have maturity dates ranging from November 2027 through September 2032. Our financing arrangements include covenants with which we must comply, and as of March 31, 2026, we were in compliance with these covenants. For additional information about our borrowings, refer to
Note 5.
Share repurchases
On February 25, 2022, our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. The share repurchase program has no stated expiration date and does not obligate us to repurchase any specified amount of shares, remains subject to the discretion of our Board of Directors and, subject to compliance with applicable laws, may be modified, suspended or discontinued at any time. Repurchases are also subject to restrictive covenants contained in our credit facilities and the indentures that govern our senior notes.
Repurchases may be made from time-to-time in open market transactions, through privately negotiated transactions, in block transactions, through purchases made in accordance with trading plans adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other methods, subject to market and/or other conditions and applicable regulatory requirements. During the first quarter of 2026, we repurchased 546,681 shares of our common stock at an average price of $18.29 for a total of $10.0 million. As of March 31, 2026, we had $37.7 million remaining for share repurchases under the program, subject to the restrictive covenants mentioned above.
Leases
Our leases have remaining terms ranging from one to approximately seven years. As of March 31, 2026, we had $31.6 million in lease liabilities, of which $6.7 million is due within the next 12 months. For additional information, refer to Note 5 to our Consolidated Financial Statements in the 2025 Form 10-K.
Derivatives
We enter into derivative financial instruments to reduce our exposure to fluctuations in interest rates on variable rate debt and foreign currency exchange rates. As of March 31, 2026, we had $4.5 million of derivative liabilities, of which $0.9 million matures within the next 12 months and $3.6 million in 2028. For additional information, refer to
Note 6.
Investments
As of March 31, 2026, we held $114.8 million in Swedish treasury securities and $27.2 million in Finnish corporate notes to meet liquidity requirements for our banking subsidiary, AK Nordic AB.
Cash flow analysis
The following table summarizes our cash flow activity for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
|
|
|
|
2026 |
|
2025 |
|
Change |
|
|
| Net cash provided by/(used in): |
|
|
|
|
|
|
|
| Operating activities |
$ |
24,937 |
|
|
$ |
(52,580) |
|
|
$ |
77,517 |
|
|
|
| Investing activities |
(18,439) |
|
|
(24,385) |
|
|
5,946 |
|
|
|
| Financing activities |
60,423 |
|
|
85,630 |
|
|
(25,207) |
|
|
|
| Effect of foreign exchange rates |
10,733 |
|
|
14,216 |
|
|
(3,483) |
|
|
|
Net increase in cash, cash equivalents and restricted cash |
$ |
77,654 |
|
|
$ |
22,881 |
|
|
$ |
54,773 |
|
|
|
Operating activities
Net cash provided by/(used in) in operating activities mainly reflects the portion of our cash collections recognized as revenue and cash paid for operating expenses, interest and income taxes. It does not include cash collections applied to the negative allowance, which are classified as investing activities. Net cash provided by operating activities increased by $77.5 million in Q1 2026 due primarily to lower cash paid for operating expenses and higher cash collections recognized as income.
Investing activities
Net cash used in investing activities decreased by $5.9 million in Q1 2026 due primarily to a decrease in purchases of nonperforming loan portfolios and an increase in recoveries collected and applied to Finance receivables, net, partially offset by an increase in purchases of investments.
Financing activities
Net cash provided by financing activities decreased by $25.2 million in Q1 2026 due primarily to activity within our interest-bearing deposits and the repurchase of $10.0 million shares of our common stock, partially offset by higher net proceeds from credit lines and lower noncontrolling interest distributions in Q1 2026.
CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements have been prepared in accordance with GAAP. Some of our significant accounting policies require that we use estimates, assumptions and judgments that affect the reported amounts of revenues, expenses, assets and liabilities. We consider accounting estimates to be critical if they (1) involve a significant level of estimation uncertainty and (2) have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ significantly from actual results, the impact on our Consolidated Financial Statements may be material.
Our critical accounting estimates include revenue recognition on finance receivables, goodwill and income taxes. For a detailed description of our critical accounting estimates, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" in the 2025 Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
For discussion of recent accounting pronouncements and the anticipated effects on our Consolidated Financial Statements, refer to
Note 14.
FREQUENTLY USED TERMS
We may use the following terms throughout this Quarterly Report:
•"Buybacks" refers to purchase price refunded by the seller due to the return of ineligible nonperforming loan accounts.
•"Cash collections" refers to collections on our nonperforming loan portfolios.
•"Cash receipts" refers to cash collections on our nonperforming loan portfolios, fees and revenue recognized from our class action claims recovery services.
•"Changes in expected recoveries" refers to the difference between actual recoveries collected compared to expected recoveries and the net present value of changes in estimated remaining collections.
•"Core" accounts or portfolios refer to accounts or portfolios that are nonperforming loans and are not in an insolvent status upon acquisition. These accounts are aggregated separately from Insolvency accounts.
•"Estimated remaining collections" or "ERC" refers to the sum of all future projected cash collections on our nonperforming loan portfolios.
•"Finance receivables" or "receivables" refers to the negative allowance for expected recoveries recorded on our balance sheet as an asset.
•"Insolvency" accounts or portfolios refer to accounts or portfolios of nonperforming loans that are in an insolvent status when we purchase them and, as such, are purchased as pools of insolvent accounts. These accounts include IVAs, Trust Deeds in the UK, Consumer Proposals in Canada and bankruptcy accounts in the U.S., Canada, Germany and the UK.
•"Negative allowance" refers to the present value of cash flows expected to be collected on our finance receivables.
•"Portfolio acquisitions" refers to all nonperforming loan portfolios acquired as a result of a purchase or business acquisition.
•"Portfolio purchases" refers to all nonperforming loan portfolios purchased in the normal course of business and excludes those added as a result of business acquisitions.
•"Portfolio income" reflects revenue recorded due to the passage of time using the effective interest rate calculated based on the purchase price and estimated remaining collections of nonperforming loan portfolios.
•"Purchase price" refers to the cash paid to a seller to acquire nonperforming loans.
•"Purchase price multiple" or "PPM" refers to the total estimated collections on our nonperforming loan portfolios divided by purchase price.
•"Recoveries collected" refers to cash collections plus buybacks and other adjustments.
•"Total estimated collections" or "TEC" refers to actual cash collections plus estimated remaining collections on our nonperforming loan portfolios.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our business is primarily subject to interest rate and foreign currency risk. Our exposure to these risks, as described in Part II, Item 7A in the 2025 Form 10-K, has not changed materially.
Interest rate exposure
Of our $3.8 billion in total borrowings as of March 31, 2026, approximately $1.6 billion was fixed rate debt. Considering these fixed rate borrowings and the interest rate hedges on our variable rate debt, with maturities ranging from 10 months to approximately four years, as of March 31, 2026, 60% of our total debt was either fixed rate or converted to a fixed rate. Based on our debt structure, assuming a 50 basis point decrease/increase in interest rates, interest expense over the following 12 months would decrease/increase by an estimated $7.7 million.
Foreign currency exposure
We operate internationally and enter into transactions denominated in various foreign currencies. During Q1 2026, our revenues from operations outside the U.S. were $157.7 million.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. We conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings as of March 31, 2026, refer to
Note 12.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of the 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 25, 2022, our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. For additional information, refer to Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" of this Quarterly Report.
Share repurchases during the three months ended March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares Purchased |
|
Average Price Paid per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Program |
|
Maximum Remaining Purchase Price for Share Repurchases Under the Program (1) |
| Period |
|
|
|
|
| January 1, 2026 to January 31, 2026 |
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
47,742 |
|
| February 1, 2026 to February 28, 2026 |
|
— |
|
|
— |
|
|
— |
|
|
47,742 |
|
| March 1, 2026 to March 31, 2026 |
|
546,681 |
|
|
18.29 |
|
|
546,681 |
|
|
37,742 |
|
| Total |
|
546,681 |
|
|
$ |
18.29 |
|
|
546,681 |
|
|
$ |
37,742 |
|
(1)In thousands.
Our credit facilities and the indentures governing our senior notes contain financial and other restrictive covenants, including restrictions on certain types of transactions and our ability to pay dividends to our stockholders and repurchase our common stock.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement during the first quarter of 2026.
Item 6. Exhibits
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|
|
Indenture, dated as of September 30, 2025, among PRA Group Europe Holding II S.à r.l, PRA Group, Inc., the domestic subsidiaries of PRA Group, Inc., party thereto and U.S. Bank Trustees Limited, as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed October 1, 2025 (File No. 000-50058)).
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|
|
| 101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkable Document |
| 101.LAB |
XBRL Taxonomy Extension Label Linkable Document |
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkable Document |
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
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|
* Denotes management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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|
|
PRA Group, Inc. |
|
(Registrant) |
|
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|
|
| May 8, 2026 |
By: |
|
/s/ Martin Sjolund |
|
|
|
Martin Sjolund |
|
|
|
President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
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|
|
| May 8, 2026 |
By: |
|
/s/ Rakesh Sehgal |
|
|
|
Rakesh Sehgal |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
EX-10.1
2
exhibit101_2026rsuagreemen.htm
EX-10.1
Document
Exhibit 10.1
PRA GROUP, INC.
RESTRICTED STOCK UNIT AGREEMENT
PRA Group, Inc., a Delaware corporation, (the “Company”) has duly adopted, and its stockholders have approved, the Company’s 2022 Omnibus Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall be controlling. A copy of the Plan is available upon request from the Secretary of the Company or can be accessed through the Company’s filings with the Securities and Exchange Commission at the following weblink:
https://www.sec.gov/Archives/edgar/data/1185348/000119312522127908/d245536ddef14a.htm# toc245536_67
This Restricted Stock Unit Agreement, including the country-specific terms set forth in the attached Appendix (collectively the “Agreement”), describes in detail your rights with respect to the Restricted Stock Units (“RSUs”) granted herein (“LTI Award”) and sets forth the conditions, terms and limitations applicable to this grant, subject to the terms and conditions of the Plan. This Agreement constitutes a legal agreement between you (“Grantee”) and the Company. Capitalized terms used in this Agreement but not otherwise defined herein, shall have the meanings set forth in the Plan.
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|
|
|
| Grantee Name |
%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% |
| Grantee Id |
%%EMPLOYEE_IDENTIFIER%-% |
| Total Number of Units Granted |
%%TOTAL_SHARES_GRANTED,'999,999,999'%-% |
| Grant Date |
%%OPTION_DATE,'MONTH DD, YYYY'%-% |
IN WITNESS WHEREOF, the parties have accepted, witnessed and agreed to be bound by this Agreement as of the Grant Date specified and agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Agreement.
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|
|
PRA GROUP, INC. |
|
|
/s/ LaTisha Tarrant |
|
/s/ Martin Sjolund |
| LaTisha Tarrant |
|
|
By: Chief Human Resources Officer and General Counsel |
|
By: Martin Sjolund
President and Chief Executive Officer
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1.Vesting of RSUs
(a)Subject to the terms of this Agreement, one third (1/3) of the RSUs shall vest on each of the first three (3) anniversaries of the Grant Date except as otherwise provided in the Plan or this Agreement and, subject to Section 21 of this Agreement, upon vesting, the applicable number of RSUs shall be delivered in fully paid Shares as promptly as practicable thereafter (within thirty (30) days after the vesting of such RSUs).
(b)For purposes of this Agreement, except as provided in Sections 2, 3 and 4 below, on the date the Grantee ceases to provide continuous service to the Company or any Subsidiary or affiliate of the Company as an Employee or on the Board Directors of the Company (a “Business Relationship”), including, without limitation, that the Grantee: (i) ceases active employment by, and service to, the Company or any Subsidiary or affiliate of the Company (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service contract, if any) prior to the applicable vesting date, or (ii) gives or receives notice of the termination of the Grantee’s employment and service for any reason and either (A) is placed on garden leave pursuant to the Grantee’s contract of employment (if applicable) or, (B) ceases to perform his or her duties and responsibilities during the Grantee’s notice period in accordance with the Grantee’s contract of employment prior to the applicable vesting date, all rights of the Grantee hereunder shall thereupon terminate, any unvested RSUs shall be immediately and automatically forfeited and neither the Grantee, nor any successors, heirs, assigns or legal representatives of the Grantee, shall thereafter have any further rights or interest in any unvested RSUs. The vesting of the RSUs shall not be affected by any change in the type of Business Relationship the Grantee has with or among the Company or any Subsidiary or affiliate so long as the Grantee continuously maintains a Business Relationship.
(c)The Committee shall have the exclusive discretion to determine whether the Grantee’s service has been interrupted in the case of any leave of absence approved by the Company, Subsidiary or affiliate of the Company, including sick leave, military leave or any other personal leave. Nothing contained herein shall be construed to confer on the Grantee any right to be retained in the employ or service of the Company or any Subsidiary or affiliate of the Company or to derogate from any right of the Company or any Subsidiary or affiliate thereof to terminate the Grantee’s employment or service, free from any liability, or any claim under this Agreement.
2.Death or Disability
(a)In the event of the termination of the Grantee’s Business Relationship due to death or Disability (as defined below) while employed by, or providing service to, the Company or any of its Subsidiaries or affiliates, the Grantee shall become immediately and fully vested in any outstanding RSUs granted herein.
(b)For purposes of this Agreement, “Disability” means that the Grantee is unable to render the services or perform the duties of Grantee’s employment by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) for a period of either (i) 90 consecutive days or (ii) a total of 180 days, whether or not consecutive, within the preceding 365-day period.
3.Retirement
(a)In the event of the Grantee’s termination of (i) employment due to Retirement (as defined below) or (ii) termination of service on the Board of Directors of the Company, if applicable, and in each case provided that the Grantee does not then continue in a Business Relationship, the Grantee shall become vested in a prorated number of RSUs. Such prorated number of RSUs shall be determined based on (A) the total number of RSUs granted multiplied by a fraction, the numerator of which is the number of months since the Grant Date during which the Grantee was employed by the Company or any of its Subsidiaries or affiliates and/or served on the Board (without duplicative counting of any days during which the Grantee was both employed by the Company or any of its Subsidiaries or affiliates and serving on the Board) and the denominator of which is 36, less (B) any previously vested RSUs. Payment of such prorated number of RSUs shall be made on a proportional basis over the remaining vesting date(s) of the original annual vesting schedule of the RSUs set forth in Section 1(a) above.
(b)For purposes of this Agreement, “Retirement” means the Grantee’s voluntary termination of employment with the Company and its Subsidiaries or affiliates (without “Cause”) on or after his or her 55th birthday with at least ten years of service with the Company and its Subsidiaries or affiliates.
Notwithstanding the above, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable Retirement treatment (as set forth above) that applies to the RSUs being deemed unlawful and/or discriminatory, then the Company will not apply the favorable Retirement treatment at the time of termination and the RSUs will be treated as they would under the rules that apply if the Grantee’s employment is terminated for reasons other than Retirement.
(c)For the avoidance of doubt, the Retirement benefit provided under this Section 3 is subject to the Grantee’s compliance with the restrictive covenants set forth in Section 10 of this Agreement.
4.Effect of a Change in Control
(a)Accelerated Vesting if Awards not Assumed: In the event of a Change in Control (and subject to the Grantee’s being in a Business Relationship as of the date of the Change in Control), if the successor company does not equitably assume, continue or substitute the outstanding RSUs in connection with a Change in Control, such RSUs shall become fully vested (as of the date of the Change in Control and the Grantee shall be eligible to receive (at the same time and in the same form) the equivalent per share consideration offered to common stockholders generally.
(b)“Double-Trigger” Vesting for Assumed Awards: To the extent the successor company does equitably assume, continue or substitute the outstanding RSUs, the applicable RSUs shall continue to vest in accordance with Section 1; provided, however, if within twenty-four (24) months after the date of the Change in Control the Grantee’s employment is terminated by the Company or a Subsidiary or affiliate (or the successor company or a subsidiary or affiliate thereof) without Cause1 or by the Grantee for Good Reason2, any then unvested RSUs shall become fully vested as of the date of termination of employment.
5.Non-assignability
No rights hereunder shall be assignable, alienable, transferable or otherwise encumbered by the Grantee other than by will or by the laws of descent and distribution and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Subsidiary or affiliate of the Company. However, the Committee may, in its discretion, provide that rights may be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse) to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only parties. In addition, the Grantee may, in the manner established by the Committee, designate a beneficiary to receive any distribution with respect to any Shares upon the death of the Grantee.
6.Responsibility for Taxes
(a)The Grantee acknowledges that, regardless of any action taken by the Company or any of its Subsidiaries or affiliates, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any Subsidiary or affiliate.
1 Solely for the purposes of Section 4(b) of this Agreement, “Cause” shall mean: (A) Grantee's conviction of, or plea of guilty or nolo contendere to, any felony or other comparable offense under local law; (B) Grantee’s engaging in illegal or willful misconduct, or engaging in conduct that has a material adverse effect on the financial performance, financial condition and/or reputation of the Company or any Subsidiary; or (C) Grantee's embezzlement of funds or misappropriation of other material property of the Company or any Subsidiary.
2 Solely for purposes of Section 4(b) of this Agreement, “Good Reason” shall mean (1) a material and adverse change in the responsibilities of Grantee, or (2) a material reduction in Grantee’s base salary other than a reduction that is also applicable generally to other similarly situated employees; provided, however, that no such change or reduction shall constitute Good Reason (A) unless Grantee gives notice of the existence of such change or reduction that Grantee believes constitutes Good Reason within 30 days after the initial existence of such change or reduction, and the Company fails to cure such change or reduction within 30 days after receipt of such notice or (B) if the Grantee consented in writing to such change or reduction.
The Grantee further acknowledges that the Company and/or any Subsidiary or affiliate: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the LTI Award, including, but not limited to, the grant of the LTI Award, the vesting or settlement of the RSUs, the issuance of Shares (or payment of the cash equivalent) upon settlement of the RSUs, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the LTI Award or any aspect of the RSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or any Subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or any Subsidiary or affiliate to satisfy all withholding obligations of the Company and/or any of its Subsidiaries or affiliates with respect to Tax-Related Items. In this regard, the Grantee hereby authorizes the Company, in its sole discretion and without any notice to or further authorization or consent by the Grantee, to withhold from the Shares being distributed under this LTI Award upon vesting, that number of whole Shares the value of which is equal to the aggregate withholding obligation for Tax-Related Items as determined by the Company.
In the event that such withholding in Shares is not feasible under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company and/or any Subsidiary or affiliate to satisfy the aggregate withholding obligation for Tax-Related Items as the Company determines to be appropriate by (i) selling, on the Grantee's behalf, a whole number of shares from those Shares issued to the Grantee, (ii) cash payment, (iii) withholding from the Grantee's wages or other cash compensation paid to the Grantee, or (iv) such other means as the Committee deems appropriate.
(c)Depending on the withholding method, the Company or the Subsidiary or affiliate may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Grantee’s jurisdiction, in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Grantee shall pay to the Company or any Subsidiary or affiliate any amount of Tax-Related Items that the Company or any Subsidiary or affiliate may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of the Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 6. The Grantee shall have no further rights with respect to any Shares that are retained by the Company or sold by the Company or its designated broker pursuant to this Section 6, and under no circumstances will the Company be required to issue any fractional Shares.
7.Nature of Grant
By accepting the LTI Award, the Grantee acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)all decisions with respect to future LTI Award grants, if any, will be at the sole discretion of the Company;
(c)the grant of the LTI Award and the Grantee’s participation in the Plan shall not create a right to continued employment or service or be interpreted as forming an employment or services contract with the Company or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time;
(d)the Grantee’s participation in the Plan is voluntary;
(e)the LTI Award and the Shares subject to the LTI Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(f)the LTI Award and the Shares subject to the LTI Award, and the income and value of the same, are extraordinary items outside the scope of the Grantee’s employment or services contract, if any, and are not part of normal or expected compensation or salary of any kind for services of any kind rendered to the Company, any Subsidiary or any affiliate or for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(g)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(h)unless otherwise agreed with the Company, the LTI Award and the Shares subject to the LTI Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of the Company or any Subsidiary or affiliate;
(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Award or the recoupment of any Shares acquired under the Plan resulting from (1) termination of the Grantee’s termination of employment by the Company or any Subsidiary or affiliate (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or services contract, if any); and /or (2) the application of any recoupment policy or any recovery or clawback policy otherwise required by law;
(j)the RSUs and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, takeover or transfer of liability;
(k)the Grantee acknowledges and agrees that neither the Company nor any Subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency (if not the United States Dollar) and the United States Dollar that may affect the value of the LTI Award or of any amounts due to the Grantee pursuant to the settlement of the LTI Award or the subsequent sale of any Shares acquired upon settlement.
8.No Advice Regarding Grant
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
9.Data Privacy
Data Collection and Usage. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company and any Subsidiary or affiliate for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
Data Processing. The Grantee understands that the Company and any Subsidiary or affiliate may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, e-mail address, date of birth, passport number, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or affiliate, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor
(“Personal Data”), for the exclusive purpose of implementing, administering and managing the Plan.
Stock Plan Administration, Data Transfer, Retention and Data Subject Rights. The Grantee understands that Personal Data will be transferred to E*TRADE Financial Corporate Services, Inc. and/or its affiliates (“E*Trade”) or any other stock plan service provider which is, presently or in the future, assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that these recipients of Personal Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of Personal Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company, E*Trade and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Personal Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares received upon vesting of the RSUs. The Grantee understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to withdraw his or her consent, his or her employment status or service with the Company or any Subsidiary or affiliate will not be affected; the only consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee RSUs or other equity awards or to administer or maintain RSUs or other equity awards granted to the Grantee prior or subsequent to such refusal or withdrawal. Therefore, the Grantee understands that refusal or withdrawal of consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.
10.Confidentiality and Non-Solicitation Covenants
(a)Confidentiality. Grantee covenants and agrees that Grantee will not at any time use, disclose or make accessible or available to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or affiliates, except (i) while employed by the Company or any of its Subsidiaries or affiliates, in the business of and for the benefit of the Company or any of its Subsidiaries or affiliates, or (ii) when required to do so by a subpoena, by any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company or any of its Subsidiaries or affiliates, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company or any of its Subsidiaries or affiliates to divulge, disclose or make accessible such information. For purposes of this agreement, “Confidential Information” shall mean non-public information concerning the Company's or any of its Subsidiaries' or affiliates' financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, information relating to practices, processes, methods, trade secrets, marketing plans and other non-public, proprietary and confidential information of the Company or any of its Subsidiaries or affiliates; provided, however, that Confidential Information shall not include any information which (x) is known generally to the public other than as a result of unauthorized disclosure by Grantee, (y) becomes available to Grantee on a non-confidential basis from a source other than the Company or any of its Subsidiaries or affiliates that lawfully obtained such information or (z) was available to Grantee on a non-confidential basis prior to its disclosure to Grantee by the Company or any of its Subsidiaries or affiliates. In addition to and not in limitation of anything in the foregoing, it is specifically understood and agreed by Grantee that any and all Confidential Information received by Grantee during his/her employment by the Company or any Subsidiary or affiliate is deemed Confidential Information. In the event Grantee's employment is terminated hereunder for any reason, he/she immediately shall return to the Company or any of its Subsidiaries or affiliates all tangible Confidential Information (including any and all copies thereof) in his/her possession.
(b)Non-Solicitation Covenant. Grantee agrees that during the Restricted Period, without the prior written consent of the Company, Grantee shall not, on his own behalf or on behalf of any person or entity (other than on behalf of the Company or any of its Subsidiaries or affiliates), directly or indirectly, (i) solicit any Customer or Prospective Customer (as defined below) of the Company or any of its affiliates or Subsidiaries for the purpose of providing services or products relating to and competitive with the Business or facilitating the provision of such products or services; or (ii) engage, hire or solicit the employment of, whether on a full-time, part-time, consulting, advising, or any other basis, any employee who was employed by the Company or its affiliates or Subsidiaries on the effective date of Grantee's termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. "Customer", as used in this Agreement, means any client or customer of the Company or any of its Subsidiaries or affiliates with respect to whom, at any time during the two (2) year period preceding the termination of Grantee's employment, Grantee: (i) performed services on behalf of the Company or any of its Subsidiaries or affiliates, or (ii) had substantial contact or acquired or had access to Confidential Information or other substantial information as a result of or in connection with Grantee’s employment. "Prospective Customer", as used in this Agreement, means any entity other than a Customer with respect to whom, at any time during the one (1) year period preceding the termination of Grantee's employment, Grantee: (i) submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company or any of its Subsidiaries or affiliates, or (ii) had substantial contact or acquired or had access to Confidential Information or other substantial information as a result of or in connection with Grantee's employment.
(c)Grantee agrees that the covenants of confidentiality and non-solicitation are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 10 shall be deemed severable. Grantee agrees that any breach of the covenants contained in this Section 10 will result in immediate and irreparable harm to the Company and its Subsidiaries and affiliates for which full damages cannot readily be calculated and for which damages are an inadequate remedy. Accordingly, Grantee agrees that the Company or any of its Subsidiaries or affiliates, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction (without posting a bond or other security) against Grantee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 10. If the Grantee breaches this Section 10 all undelivered RSUs (whether vested or unvested) shall be immediately forfeited and cancelled and the Company may clawback (i) any RSUs delivered to Grantee in the preceding year and (ii) any other RSUs delivered in connection with, or following, Grantee’s termination of employment.
(d)To the extent that the restrictive covenants at section (b) and (c) above are covered by any restrictive covenants in the Grantee’s contract of employment, for the avoidance of any doubt, the restrictive covenants contained in the Grantee’s contract of employment shall prevail.
(e)No particular consideration is payable for the covenants contained in this Section 10. However, if mandatory legislation is in effect or is introduced, pursuant to which consideration is a requirement for the validity and/or enforceability of the covenants in this Section 10, the Grantee shall receive the minimum compensation provided by law. The Company may waive the covenants contained in this Section 10 in whole or in parts, and the Grantee will only be entitled to such mandatory consideration for any period the covenants are invoked.
(f)Notwithstanding the foregoing, no subsection of this Section 10 is intended to or shall limit, prevent, impede or interfere with the Grantee's non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiaries or affiliates past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that the Grantee has made such reports or disclosures. Further, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. Section 1833(b)), the Grantee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or to an attorney, solely for the purpose of reporting or investigating, a violation of law. The Grantee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Grantee files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, the Grantee may disclose the trade secret to the Grantee’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and does not disclose the trade secret, except pursuant to court order.
11.Regulatory Requirements
(a)Anything in this Agreement to the contrary notwithstanding, in no event may any LTI Awards granted pursuant to this Agreement be effective if the Company or any of its Subsidiaries or affiliates shall, at any time and in its sole discretion, determine that the consent or approval of any governmental or regulatory body, is required or desirable in connection with such LTI Award. In such event, the LTI Award shall be held in abeyance and shall not be effective unless and until such consent or approval shall have been affected or obtained free of any conditions not acceptable to the Company or any of its Subsidiaries or affiliates.
(b)The Committee may require as a condition to the right to receive any LTI Awards hereunder that the Company receive from the Grantee representations, warranties and agreements, at the time of any such grant, to the effect that the Shares are being purchased without any present intention to sell or otherwise distribute such Shares in violation of applicable securities laws and that the Shares will not be disposed of in transactions which would violate the Company’s policies, including its Insider Trading Policy, or violate registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations promulgated thereunder or other applicable law. If applicable, the certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.
(c)All certificates for Shares or other securities of the Company shall be subject to such stop transfer orders and other restrictions as the Company or the Committee may deem advisable under the Company’s policies, or the rules, regulations and other restrictions of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
12.Language
The Grantee acknowledges that he or she is proficient in the English language or has had the opportunity to consult with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the provisions in this Agreement and the Plan. Further, if the Grantee has received this Agreement, or any other document related to the Plan or this LTI Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control unless otherwise required by applicable law.
13.Electronic Delivery and Participation
The Company may, in its sole discretion, decide (a) to deliver any documents related to the LTI Award, the Grantee’s participation in the Plan, or future LTI Awards by electronic means, or (b) to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or any third party designated by the Company.
14.Governing Law/Venue
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia and applicable United States laws, without giving effect to the conflict of laws principles thereof. Subject to Section 5 hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors or assigns, as the case may be. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by any LTI Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Virginia and agree that such litigation shall be conducted only in the courts of Norfolk, Virginia, or the federal courts for the United States for the Eastern District of Virginia, and no other courts, where this LTI Award is made and/or to be performed.
15.Equitable Adjustments; Rights as Shareholder
If any change is made to the outstanding Shares or capital structure of the Company, the outstanding and unvested RSUs shall be adjusted as necessary to prevent dilution or enlargement of a Grantee’s rights hereunder in the manner contemplated by Section 12.2 of the Plan.
The Grantee shall not have any rights of a shareholder with respect to the LTI Award, including, but not limited to, voting rights until vesting and delivery of the applicable Shares underlying the LTI Award.
As of any date that the Company pays an ordinary cash dividend on its Shares, the Company will increase the applicable number of outstanding and unvested RSUs by the number of shares that represent an amount equal to the per share cash dividend paid by the Company on its shares of Common Stock multiplied by the number of outstanding and unvested RSUs as of the related dividend payment date (collectively, “Dividend Equivalent Shares”). Any such Dividend Equivalent Shares shall be subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original RSUs to which they relate.
16.Interpretation
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.
17.Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the LTI Award may be transferred by will or the laws of descent or distribution.
18.Severability
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
19.Discretionary Nature
The grant of the LTI Award is exceptional, voluntary and occasional and does not create any contractual right or other right to receive any other awards or benefits in lieu of awards in the future, even if awards have been granted in the past. Future awards, if any, will be at the sole discretion of the Committee. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment or service with the Company or any of its Subsidiaries or affiliates.
20.Amendment
This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement or the Plan shall be made which would materially and adversely affect the rights of the Grantee under this Agreement, without such Grantee’s written consent except as otherwise set forth herein.
21.Section 409A
To the extent Grantee is or becomes subject to U.S. Federal income taxation, this Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. In addition, and notwithstanding anything to the contrary in this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without Grantee’s consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this LTI Award. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.
Notwithstanding anything herein to the contrary, (i) to the extent any LTI Award constitutes nonqualified deferred compensation within the meaning of, and subject to, Section 409A, then, with respect to such LTI Award, all references in the Plan and this Agreement to the Grantee’s termination of employment shall mean the Grantee’s separation from service within the meaning of Section 409A, and (ii) in the event that Grantee is a “specified employee” within the meaning of Section 409A, and a payment or benefit provided for under this Agreement would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after such Grantee’s “separation from service” (as defined under Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following such Grantee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Section 409A shall instead be paid to the Grantee in a lump-sum cash payment, without interest, on the earlier of (i) the first business day following the six (6) month anniversary of such Grantee’s separation from service or (ii) the tenth business day following such Grantee’s death or such later date as is permitted under Section 409A.
22.Repayment Obligation
In the event that (i) the Company issues a restatement of financial results to correct a material error, (ii) the Committee determines, in good faith, that Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (iii) some or all of the RSUs that were granted and/or earned during the three year period prior to such restatement would not have been granted and/or earned, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the RSUs or the pre-tax income derived from any disposition of the Shares previously received in settlement of the RSUs that would not have been granted and/or earned based upon the restated financial results (the “Repayment Obligation”). This Repayment Obligation shall be in addition to any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.
23.Entire Agreement
The above terms and conditions control this Agreement, notwithstanding any terms or provisions in any prior awards from the Company to the Grantee. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall be controlling.
24.Appendix
The LTI Award shall be subject to the additional terms and conditions set forth in the Appendix for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the terms and conditions for such country, if any, will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.
25.Imposition of Other Requirements
The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the LTI Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
26.Insider Trading/Market Abuse Laws
The Grantee acknowledges that, depending on the Grantee’s country, the broker’s country, or the country in which Shares are listed, the Grantee may be subject to insider trading and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to such shares (e.g., the LTI Award) or rights linked to the value of Shares under the Plan during such times as the Grantee is considered to have “material nonpublic information” or “insider information” regarding the Company (as defined by the laws or regulations in the relevant jurisdiction).
Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before the Grantee possessed inside information. Furthermore, the Grantee could be prohibited from (a) disclosing inside information to any third party and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Note that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy, and the requirements of applicable laws may or may not be consistent with the terms of the Company’s insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and that the Grantee should speak to his or her personal advisor on this matter.
27.Foreign Asset/Account Reporting Notification
The Grantee understands that the Grantee’s country may have certain exchange control, tax and/or foreign asset/account reporting requirements which may affect the Grantee’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside of the Grantee's country. The Grantee may be required to report such accounts, assets or transactions to the tax or other authorities in the Grantee's country. The Grantee also may be required to repatriate sale proceeds from the sale of Shares or other funds received as a result of participation in the Plan to the Grantee’s country through a designated bank or broker within a certain time after receipt. In addition, the Grantee agrees to take any and all actions required by the Company, any Subsidiary or affiliate of the Company or the local laws, rules and regulations in the Grantee’s country of residence (and country of employment, if different) that may be required to comply with such laws, rules and regulations. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable regulations, and the Grantee should speak to the Grantee’s personal advisor on this matter.
28.Waiver
The Grantee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any prior or subsequent breach by the Grantee or any other grantee.
APPENDIX
PRA GROUP, INC.
2022 Omnibus Incentive Plan
Restricted Stock Unit Agreement
Country-Specific Provisions
Capitalized terms used but not defined herein shall have the meanings set forth in the Plan and/or the Agreement.
This Appendix includes additional terms and conditions applicable to Grantees and the RSUs (the “Stock Units”) granted to such Grantees under the Plan if the Grantee resides and/or works in any of the countries listed below.
This Appendix also includes information regarding exchange control and certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of March 2025. However, such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee does not rely on the information noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Grantee vests in the Stock Units, acquires Shares (or the cash equivalent) or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to the Grantee’s situation.
Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, transfers employment and/or residency to another country after the Stock Units are granted or is considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to the Grantee in the same manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply under these circumstances.
THE FOLLOWING PROVISIONS APPLY TO GRANTEES WHO WORK AND / OR RESIDE INSIDE THE EUROPEAN UNION, THE EUROPEAN ECONOMIC AREA, SWITZERLAND / OR THE UNITED KINGDOM AND REPLACES SECTION 9 OF THE AGREEMENT
TERMS AND CONDITIONS
By accepting the LTI Award, the Grantee acknowledges that the Grantee has read and understood the information regarding the collection, processing and transfer of the Grantee’s personal data described below.
Capitalized terms used in this Appendix shall have the meaning ascribed to such terms in the Plan.
Data Collection and Usage. The Company or, if different, the Grantee’s employer (the “Employer”) will collect, process, transfer and use personal data about the Grantee that is necessary for the purpose of implementing, administering and managing the Grantee’s participation in the Plan. This personal data may include the Grantee’s name, home address, email address, date of birth, social insurance number, passport or other identification number, nationality and citizenship, any shares of common stock or directorships held in the Company, details of all awards or other entitlements to shares of common stock, granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”).
Purposes and Legal Bases of Processing. The Company processes the Data for the purpose of performing its contractual obligations under the Plan, which include implementing, administering and managing the Grantee’s participation in the Plan and facilitating compliance with applicable tax, exchange control, securities and labor law. The legal basis for the processing of the Data by the Company and the third party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Plan and relevant award agreement the Grantee and for the Company’s legitimate business interests of managing the Plan and generally administering employee LTI Awards.
Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate Services, Inc. and certain of its affiliates (jointly, “E*Trade”), independent service providers with operations, relevant to the Company, in the United States, which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share the Grantee’s Data with other service providers that serve in a similar manner. The Company’s service providers may open accounts for the Grantee to receive and trade shares of common stock. The processing of the Grantee’s Data will take place through both electronic and non-electronic means. The Grantee may be asked to agree on separate terms and data processing practices with E*Trade or any other service providers the Company may designate, with such agreement being a condition of the ability to participate in the Plan.
International Data Transfers. The Company and its service providers, including, without limitation, E*Trade, operate, relevant to the Company, in the United States, which means that it will be necessary for Data to be transferred to, and processed in, the United States. The Grantee understands and acknowledges that the United States is not subject to an unlimited adequacy finding by the European Commission and that the Grantee’s Personal Data may not have an equivalent level of protection as compared to the Grantee’s country of residence. The Company may transfer Data on the basis of a decision of the European Commission stating the appropriate level of protection, standard data protection clauses or, where applicable, on the basis of the Privacy Shield programs between the European Union and the United States and between Switzerland and the United States, as applicable. The Grantee has the right to obtain from us confirmation of the conclusion of appropriate contractual arrangements.
Data Retention. The Company will use Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities, and labor laws.
The Company may keep some of the Grantee’s Data even after the Grantee terminates employment with the Company group to satisfy legal or regulatory obligations and the Company’s legal basis for such use would be necessity to comply with legal obligations. When the Company no longer needs the Grantee’s Data, the Company will remove it from its systems.
Contractual Requirement. The processing and transfer of Data as described above is a contractual requirement and a condition to the Grantee’s ability to participate in the Plan. However, the Grantee’s participation in the Plan and acceptance of the relevant agreement are purely voluntary. While the Grantee will not receive LTI Awards if the Grantee decides against participating in the Plan, the Grantee’s career and salary will not be affected in any way.
Data Subject Rights. The Grantee has a number of rights under data privacy laws in the Grantee’s country. Depending on where the Grantee is based, the Grantee’s rights may include the right to (i) request access or copies of the Grantee’s Data the Company processes, (ii) rectify incorrect Data and/or delete the Grantee’s Data, (iii) restrict processing of the Grantee’s Data, (iv) portability of the Grantee’s Data, (v) lodge complaints with the competent data protection authorities in the Grantee’s country and/or (vi) obtain a list with the names and addresses of any recipients of the Grantee’s Data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights please contact the Company at compensation@pragroup.com.
AUSTRALIA
NOTIFICATIONS
Tax Conditions. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the LTI Award granted under the Plan, such that the LTI Award is intended to be subject to deferred taxation.
Securities Law Information. This LTI Award offer is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth). If the Grantee offers Shares acquired under the Plan for sale to a person or entity resident in Australia, the Grantee’s offer may be subject to disclosure requirements under Australian law. The Grantee should obtain legal advice on any disclosure obligations prior to making any such offer.
Exchange Control Information. If the Grantee is an Australian resident, exchange control reporting is required for cash transactions exceeding AUD10,000 and international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on the Grantee’s behalf. If there is no Australian bank involved with the transfer, the Grantee will be required to file the report.
AUSTRIA
NOTIFICATIONS
Exchange Control Information. If the Grantee holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Shares) outside of Austria, he or she may be subject to reporting obligations to the Austrian National Bank.
If the value of the Shares meets or exceeds a certain threshold, the Grantee must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter on or before the 15th day of the month following the end of the calendar quarter. Where the cash amounts held outside of Austria meet or exceed a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If the Grantee sells Shares, or receives any cash dividends, the Grantee may have exchange control obligations if the Grantee holds the cash proceeds outside Austria. If the transaction volume of all the Grantee’s accounts abroad meets or exceeds a certain threshold, the Grantee must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on prescribed forms.
BRAZIL
TERMS AND CONDITIONS
Intent to Comply with Law. The Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax-Related Items associated with the vesting of the LTI Award, the sale of any Shares acquired upon vesting of the LTI Award and the receipt of any dividends or dividend equivalents.
Nature of Grant. This provision supplements Section 7 of the Agreement:
The Grantee agrees that (i) the Grantee is making an investment decision, (ii) the LTI Award will vest only if the vesting conditions are met and any necessary services are rendered by the Grantee over the vesting period and (iii) the value of the Shares subject to the LTI Award is not fixed and may increase or decrease in value over the vesting period without compensation to the Grantee.
NOTIFICATIONS
Exchange Control Information. The Grantee acknowledges that if the Grantee is a Brazilian resident or domiciled in Brazil, the Grantee is required to submit an annual declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights as of December 31 of each year is US$1,000,000 or more. Assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transactions. Payments to foreign countries, repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is the Grantee’s personal responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. The Grantee should consult with the Grantee’s personal tax advisor for additional details.
CANADA
TERMS AND CONDITIONS
Payment. Notwithstanding any discretion contained in the Plan or this Agreement, the LTI Award granted to Grantees in Canada shall be paid in Shares only and does not provide any right for the Grantee to receive a cash payment.
Termination. The following provision replaces Section 1(b) of the Agreement:
For purposes of the LTI Award, and except as expressly required by applicable legislation and/or Sections 2, 3 and 4 of the Agreement, all rights of the Grantee hereunder shall terminate on the date the Grantee ceases to provide active service to the Company or any Subsidiary or affiliate of the Company as an Employee or on the Board Directors of the Company (a “Business Relationship”) (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service contract, if any) and any unvested RSUs shall be immediately and automatically forfeited and neither the Grantee, nor any successors, heirs, assigns or legal representatives of the Grantee, shall thereafter have any further rights or interest in any unvested RSUs. The vesting of the RSUs shall not, however, be affected by any change in the type of Business Relationship the Grantee has with or among the Company or any Subsidiary or affiliate so long as the Grantee continuously maintains a Business Relationship.
For greater certainty, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s right to vest terminates, nor will the Grantee be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the RSUs, if any, will terminate effective as of the last day of the Grantee’s minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Grantee’s statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting.
The following provisions apply if the Grantee resides in Quebec:
Language. A French translation of the Plan and the Agreement can be made available as soon as reasonably practicable upon request. The Grantee understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.
Une traduction française du Plan et de l'Accord peut être disponible dès que raisonnablement possible sur demande. Le bénéficiaire comprend que, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Compagnie traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.
Data Privacy. The following provision supplements Section 9 of the Agreement:
The Grantee hereby authorizes the Company, its Subsidiaries, affiliates and their representatives, including the broker(s) designated by the Company, to discuss with and obtain all relevant information from all personnel, professional or otherwise, involved in the administration and operation of the Plan.
The Grantee acknowledges that their Personal Data, including and sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. The Grantee further authorizes the Company and/or any Subsidiary or affiliate of the Company to record such information in his or her employee file. If applicable, the Grantee also acknowledges that the Company, E*Trade and/or any Subsidiary or affiliate of the Company may use technology for profiling purposes and make automated decisions that may have an impact on the Grantee’s participation in the Plan or the administration of the Plan.
NOTIFICATIONS
Securities Law Information. The Grantee is permitted to sell Shares acquired under the Plan provided the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Exchange in the United States.
Foreign Asset/Account Reporting Information. Foreign property, including Shares and rights to receive shares (e.g., Stock Units), held by Canadian residents must be reported annually to the tax authorities on Form T1135 (Foreign Income Verification Statement) if the total cost of all of your foreign specified property exceeds C$100,000 at any time during the year. The form must be filed by April 30th of the following year when such foreign property was held by a Canadian resident. It is the Grantee’s responsibility to comply with applicable reporting obligations and the Grantee should consult with his or her personal tax advisor in this regard.
COLOMBIA
TERMS AND CONDITIONS
Nature of Grant. This provision supplements Section 7 of the Agreement:
The Grantee acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of the Grantee’s “salary” for any legal purpose. The Plan and related benefits will not be included and / or considered for purposes of calculating any and all labor benefits, such as legal / fringe benefits, vacation, indemnities, payroll taxes, social insurance contributions and / or any other labor related amounts, subject to the limitations provided in Law 1393/2010.
Mandate Letter. By accepting the LTI Award, the Grantee agrees that – if requested by the Company or the Employer – the Grantee will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of Shares to be allocated to the Grantee upon vesting can be withheld or sold on the Grantee’s behalf to cover Tax-Related Items required to be withheld by the Employer and (ii) the proceeds from such withholding or sale can be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.
NOTIFICATIONS
Securities Law Information. The Shares subject to the LTI Award are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia. An offer of Shares to employees will not be considered a public offer provided that it meets the conditions set forth in Article 6.1.1.1.1 in Decree 2555, 2010.
Exchange Control Information. The Grantee must register the Grantee’s investments in securities outside Colombia (including Shares acquired under the Plan) with the Central Bank of Colombia (Banco de la República) as foreign investments held abroad, regardless of value. In addition, if the Grantee repatriates proceeds from the sale or liquidation of foreign investments to Colombia, such proceeds must be transferred through the Colombian foreign exchange market (e.g., local banks), and the appropriate foreign exchange form (declaración de cambio) must be correctly completed and filed in connection with the transfer. The Grantee personally is responsible for complying with applicable exchange control requirements in Colombia.
Foreign Asset/Account Reporting Information. An annual information return may need to be filed with the Colombian Tax Office detailing any assets held abroad (including Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. It is the Grantee’s responsibility to comply with this tax reporting requirement.
FINLAND
No country-specific provisions apply.
GERMANY
NOTIFICATIONS
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported monthly to the German Federal Bank (Bundesbank). The Grantee will be required to report certain information related to the Stock Units to Bundesbank to comply with this reporting obligation as follows: (i) if the value of the Shares withheld or sold to cover Tax-Related Items exceeds EUR 50,000, or (ii) if the Grantee sells Shares via a foreign broker, bank or service provider and receives proceeds in excess of EUR 50,000. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The report must be submitted monthly or within other such timing as is permitted or required by the Bundesbank. The Grantee is responsible for satisfying the reporting obligation.
Foreign Asset/Account Reporting Information. If the Grantee’s acquisition of Shares under the Plan leads to a so-called “qualified participation” at any point during the calendar year, the Grantee will need to report the acquisition when the Grantee files his or her tax return for the relevant year.
A “qualified participation” is attained if (i) the Grantee owns Shares exceeding 1% of the total capital of the Company and the value of such Shares exceeds €150,000, or (ii) the Grantee holds Shares exceeding 10% of the total capital of the Company.
ITALY
TERMS AND CONDITIONS
Grant Terms Acknowledgment. By accepting the LTI Award, the Grantee acknowledges that the Grantee has received a copy of the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all the provisions of the Plan and the Agreement. The Grantee further acknowledges having read and specifically approves the following sections of the Agreement: Time-vested Shares - RSUs, Non-assignability, Responsibility for Taxes, Nature of Grant, Confidentiality and Non-Solicitation Covenants, Language, Electronic Delivery and Participation, Governing Law / Venue, Successors and Assigns, Repayment Obligation, Appendix, Imposition of Other Requirements, and Waiver.
NOTIFICATIONS
Foreign Asset/Account Reporting Information. Italian residents who, at any time during the tax year, hold foreign financial assets outside of Italy (e.g., cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Tax on Foreign Financial Assets. A tax on the value of financial assets held outside of Italy by individual residents in Italy may be due to the extent their value exceeds a certain threshold. The taxable amount will be the fair market value of the financial assets (including Shares) assessed at the end of each calendar year or on the last day the financial assets are held (in such case, or when assets are acquired during the course of the year, the tax is levied on proportion to the number of days the assets are held over the calendar year).
NORWAY
NOTIFICATIONS
Exchange Control Information. In general, Norwegian residents should not be subject to any foreign exchange requirements in connection with the acquisition or sale of Shares under the Plan, except normal reporting requirements to the Norwegian Currency Registry. If the transfer of funds into or out of Norway is made through a Norwegian bank, the bank will make the registration.
POLAND
NOTIFICATIONS
Foreign Asset / Account Reporting Information. Polish residents holding foreign securities (including Shares) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets held abroad) exceeds certain thresholds. If required, the reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.
Exchange Control Information. Transfers of funds into and out of Poland in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with business activity of an entrepreneur) must be made via a bank account held at a bank in Poland. Additionally, Polish residents are required to store all documents connected with any foreign exchange transactions that Polish residents are engaged in for a period of five years, as measured from the end of the year in which such transaction occurred.
SPAIN
TERMS AND CONDITIONS
Confidentiality and Non-Solicitation Covenants. The following provision supplements Section 10 of the Agreement:
Grantee agrees that any RSUs granted under the Plan during his or her employment with the Company or its Subsidiaries constitute adequate compensation for the covenants of confidentiality and non-solicitation. If the Grantee breaches this Section 10, all undelivered RSUs (whether vested or unvested) shall be immediately forfeited and cancelled and the Company may clawback (i) any RSUs delivered to Grantee in the preceding year and (ii) any other RSUs delivered in connection with, or following, Grantee’s termination of employment and (iii) when applicable, the cash compensation paid during the Restricted Period. If at the effective date of termination of the employment, the Grantee has not received through LTI Awards at least a 50% of his/her fixed gross salary at termination date for the Restricted Period as compensation for the covenants of non-solicitation, the Company will pay the difference up to the referred 50% in 12 cash monthly installments during the Restricted Period.
Nature of Grant. This provision supplements Section 7 of the Agreement:
By accepting the LTI Award, the Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan and the Agreement.
The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the LTI Award under the Plan to individuals who may provide service to the Company or its Subsidiaries or affiliates throughout the world.
The decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis other than as set forth in the applicable award agreement (i.e., the grant of Stock Units will not be considered an acquired right or a more beneficial condition to be repeated in the future), and (ii) the LTI Award and any Shares subject to the vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, the Grantee understands and accepts that there is no guarantee that any benefit whatsoever shall arise from the LTI Award, which is gratuitous and discretionary, since the future value of the LTI Award, and the underlying Shares, is unknown and unpredictable.
Additionally, the Grantee understands that the vesting of the Stock Units covered by the LTI Award is expressly conditioned on the Grantee’s continued and active rendering of service to the Company or the Employer, as applicable, such that if the Grantee’s employment terminates for any reason, except death, Disability, Retirement and certain circumstances at a Change in Control, the Stock Units will cease vesting immediately effective as of the date of cessation of active employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause (i.e., subject to a “despido improcedente”), disciplinary dismissal without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.
NOTIFICATIONS
Exchange Control Information. In the event that the Grantee holds 10% or more of the share capital or voting rights of the Company or such other amount that would entitle the Grantee to join the Board of Directors of the Company, the Grantee must declare such holding to the Spanish Dirección General de Comercio e Inversiones, which is a department of the Ministry of Economy and Competitiveness, within one month of acquiring such holdings.
Foreign Asset/Account Reporting Information. If the Grantee holds rights or assets (e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset (e.g., Shares, cash, etc.) as of December 31 each year, the Grantee is required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or if the ownership of the assets is transferred or relinquished during the year. The reporting must be completed by the following March 31.
The Grantee is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of Shares made to the Grantee by the Company) depending on the value of such accounts and instruments and the amount of the transactions during the relevant year as of December 31 of the relevant year.
Securities Law Information. The LTI Award and the Shares subject to the LTI Award do not qualify as securities under Spanish regulations. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. Neither the Plan nor the Agreement have been or will be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), nor do they constitute a public offering prospectus.
SWEDEN
TERMS AND CONDITIONS
Responsibility for Taxes. The following provision supplements Section 6 of the Agreement:
Without limiting the Company’s or any Subsidiary’s or affiliate's authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 6 of the Agreement, in accepting the grant of the LTI Award, the Grantee authorizes the Company and/or any Subsidiary or affiliate to withhold Shares or to sell Shares otherwise deliverable to the Grantee upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or any Subsidiary or affiliate has an obligation to withhold such Tax-Related Items.
SWITZERLAND
NOTIFICATIONS
Securities Law Information. Neither this document nor any other materials relating to the LTI Award (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an Employee and other service provider of the Company or any Subsidiary or affiliate or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”).
UNITED KINGDOM
TERMS AND CONDITIONS
Responsibility for Taxes. The following provision replaces Section 6(b) of the Agreement:
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or any Subsidiary or affiliate to satisfy all withholding obligations of the Company and/or any of its Subsidiaries or affiliates with respect to Tax-Related Items. In this regard, the Grantee hereby authorizes the Company, in its sole discretion and without any notice to or further authorization or consent by the Grantee, to sell, on the Grantee’s behalf, a whole number of shares from those Shares issued to the Grantee which is equal to the aggregate withholding obligation for Tax-Related Items as determined by the Company.
In the event that such withholding in Shares is not feasible under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company and/or any Subsidiary or affiliate to satisfy the aggregate withholding obligation for Tax-Related Items as the Company determines to be appropriate by (i) cash payment, (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee, or (iii) such other means as the Committee deems appropriate.
Responsibility for Taxes. The following provision supplements Section 6 of the Agreement:
Without limitation to Section 6 of the Agreement, the Grantee agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf.
Notwithstanding the foregoing, if the Grantee is an executive officer or director of the Company within the meaning of Section 13(k) of the Exchange Act, the Grantee understands that the Grantee may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by the Grantee because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid may constitute a benefit to the Grantee on which additional income tax and employee national insurance contributions (“NICs”) may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company and/or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Grantee by any of the means referred to in Section 6 of the Agreement.
EX-10.2
3
exhibit102_2026psuagreemen.htm
EX-10.2
Document
Exhibit 10.2
PRA GROUP, INC.
PERFORMANCE STOCK UNIT AGREEMENT
PRA Group, Inc., a Delaware corporation, (the “Company”) has duly adopted, and its stockholders have approved, the Company’s 2022 Omnibus Incentive Plan (the “Plan”), the terms of which are hereby incorporated by reference. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall be controlling. A copy of the Plan is available upon request from the Secretary of the Company or can be accessed through the Company’s filings with the Securities and Exchange Commission at the following weblink:
https://www.sec.gov/Archives/edgar/data/1185348/000119312522127908/d245536ddef14a.htm# toc245536_67
This Performance Stock Unit Agreement, including the calculations set forth in Annex A and the country-specific terms set forth in the attached Appendix (collectively the “Agreement”), describes in detail your rights with respect to the Performance Stock Units (“PSUs”) granted herein (“LTI Award”) and sets forth the conditions, terms and limitations applicable to this grant, subject to the terms and conditions of the Plan. This Agreement constitutes a legal agreement between you (“Grantee”) and the Company. Capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meanings set forth in the Plan.
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| Grantee Name |
%%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% |
| Grantee Id |
%%EMPLOYEE_IDENTIFIER%-% |
| Total Number of Units Granted |
%%TOTAL_SHARES_GRANTED,'999,999,999'%-% |
| Grant Date |
%%OPTION_DATE,'MONTH DD, YYYY'%-% |
IN WITNESS WHEREOF, the parties have accepted, witnessed and agreed to be bound by this Agreement as of the Grant Date specified and agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Agreement.
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PRA GROUP, INC. |
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/s/ LaTisha Tarrant |
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/s/ Martin Sjolund |
| LaTisha Tarrant |
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By: Chief Human Resources Officer and General Counsel |
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By: Martin Sjolund
President and Chief Executive Officer
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1.Performance-based LTI Awards - PSUs
A.Performance Categories
(a)The number and extent to which any PSUs granted herein may be delivered to the Grantee pursuant to this Agreement shall be based upon the extent to which any or all of the performance categories (the “Performance Categories”) below are met. The total number of target PSUs granted herein and eligible for vesting shall be divided equally between the following three Performance Categories:
(i)Performance Category 1: 2026-2028 Adjusted EBITDA. 33.33% of the PSUs will be based on the extent to which the Company achieves a three-year Adjusted EBITDA target, which shall be calculated for the period beginning on January 1, 2026 and ending on December 31, 2028 (the “Performance Period”).
(ii)Performance Category 2: 2026-2028 Return on Average Tangible Equity (“ROATE”). 33.33% of the PSUs will be based on the extent to which the Company achieves a three-year ROATE target, which shall be calculated during the Performance Period.
(iii) Performance Category 3: 2026-2028 Relative Total Shareholders Return (“TSR”). 33.33% of the PSUs will be based on the Company’s TSR relative to the S&P SmallCap 600 Financial Sector Index during the Performance Period.
(b)The percentage of PSUs which shall become vested at the end of the Performance Period shall be as set forth in the tables in Section B below.
(c)At the end of the Performance Period, the Committee shall determine the Company’s performance and the extent to which any PSUs have been earned, if at all.
(d)If, at the end of the Performance Period, stated performance targets have been met, except as otherwise provided herein, including in Section 21, the Grantee shall be entitled to receive fully paid Shares equal to the applicable percentage of the PSUs as determined in accordance with Section B below, and such Shares shall be delivered to the Grantee as soon as administratively feasible after the Committee determines the actual performance of the Company during the Performance Period and the extent to which the Company’s performance objectives have been met (and in all events within two and one half (2 1/2) months after the end of the Performance Period or after such earlier vesting date as may be provided under this Agreement). Such determination shall be final and binding upon the Grantee.
(e)Except as provided in Section 2, 3 and 4 below, vesting of the PSUs is contingent on the Grantee providing continuous service to the Company or any Subsidiary or affiliate of the Company as an Employee or on the Board Directors of the Company (a “Business Relationship”) through the end of the Performance Period. Therefore, except as provided in Sections 2, 3 and 4 below, if prior to the end of the Performance Period, the Grantee ceases to be in a Business Relationship, including, without limitation, that the Grantee: (i) ceases active employment by, and service to, the Company or any Subsidiary or affiliate of the Company (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service contract, if any), or (ii) gives or receives notice of the termination of the Grantee’s employment and service for any reason and either (A) is placed on garden leave pursuant to the Grantee’s contract of employment (if applicable) or, (B) ceases to perform his or her duties and responsibilities during the Grantee’s notice period in accordance with the Grantee’s contract of employment prior to the applicable vesting date, all rights of the Grantee hereunder shall thereupon terminate, no PSUs granted hereunder shall be determined to have been earned, the unvested PSUs shall be immediately and automatically forfeited and neither the Grantee, nor any successors, heirs, assigns or legal representatives of the Grantee, shall thereafter have any further rights or interest in any unvested PSUs. The vesting and settlement of the PSUs shall not be affected by any change in the type of Business Relationship the Grantee has with or among the Company or any Subsidiary or affiliate so long as the Grantee continuously maintains a Business Relationship.
(f)The Committee shall have the exclusive discretion to determine whether the Grantee’s service has been interrupted in the case of any leave of absence approved by the Company, Subsidiary or affiliate of the Company, including sick leave, military leave or any other personal leave. Nothing contained herein shall be construed to confer on the Grantee any right to be retained in the employ or service of the Company or any Subsidiary or affiliate of the Company or to derogate from any right of the Company or any Subsidiary or affiliate thereof to terminate the Grantee’s employment or service, free from any liability, or any claim under this Agreement, unless otherwise expressly provided in this Agreement.
B.Determining the Number of PSUs Earned
A number of PSUs, ranging from zero to 200%, shall be earned and vested in accordance with the tables below, based upon the extent to which the Company achieves the performance targets stated therein.
(a)Performance Category 1: 2026-2028 Adjusted EBITDA. 33.33% of the Grantee’s PSUs will be determined as of December 31, 2028, based upon achievement of a three-year Adjusted EBITDA goal, calculated as described in Annex A, during the Performance Period in accordance with the table below. To the extent that actual Adjusted EBITDA falls between any two of the values indicated in the table below, the number of PSUs earned and vested will be determined by the Committee based on an interpolation between the applicable ranges in the table below. Any earned PSUs shall be settled in Shares of common stock of the Company at the time set forth in Section 1.A(d) above.
2026-2028 Adjusted EBITDA
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Adjusted EBITDA Value ($ in millions) |
Target PSUs Earned (%) |
Below $3,570 |
Zero |
$3,570 |
50% |
$4,016 |
75% |
$4,462 |
100% |
$5,020 |
150% |
$5,578 and above |
200% |
(b) Performance Category 2: 2026-2028 ROATE. 33.33% of the Grantee’s PSUs will be determined as of December 31, 2028, based upon achievement of a three-year ROATE goal, calculated as described in Annex A, during the Performance Period in accordance with the table below. To the extent that actual ROATE falls between any two of the values indicated in the table below, the number of PSUs earned and vested will be determined by the Committee based on an interpolation between the applicable ranges in the table below. Any earned PSUs shall be settled in Shares of common stock of the Company at the time set forth in Section 1.A(d) above.
2026-2028 ROATE
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ROATE |
Target PSUs Earned (%) |
Below 9.2% |
Zero |
9.2% |
50% |
10.4% |
75% |
11.5% |
100% |
12.7% |
150% |
13.8% and above |
200% |
(c) Performance Category 3: 2026-2028 TSR. 33.33% of the Grantee’s PSUs will be determined as of December 31, 2028, based upon the Company's achievement of relative shareholder value, using as a comparison TSR based on the Company’s TSR relative to the S&P SmallCap 600 Financial Sector Index during the Performance Period in accordance with the table below. To the extent that the TSR falls between any two of the values indicated in the table below, the number of PSUs earned and vested will be determined by the Committee based on an interpolation between the applicable ranges in the table below. Any earned PSUs shall be settled in Shares of common stock of the Company at the time set forth in Section 1.A(d) above.
2026-2028 TSR
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TSR Ranking |
Target PSUs Earned (%) |
Below 30th percentile |
Zero |
30th percentile |
50% |
50th percentile |
100% |
70th percentile |
150% |
90th percentile or more |
200% |
The share price for purposes of the TSR calculation will be based on calendar day averaging periods to mitigate the effect of stock price volatility; accordingly, the beginning share price will be the average closing price for 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.
The TSR calculation will assume reinvestment of dividends. Companies comprising the S&P SmallCap 600 Financial Sector Index (i) that file for bankruptcy or delist at any time during the Performance Period will remain for calculation purposes in the relevant comparator group with a deemed TSR of negative 100% in the final percentile rankings and (ii) that are acquired (including by merger) during the Performance Period will be removed from the relevant comparator group.
2.Death or Disability
(a)In the event of the termination of the Grantee’s Business Relationship due to death or Disability (as defined below) while employed by, or providing service to, the Company or any of its Subsidiaries or affiliates, the target number of PSUs shall become immediately and fully vested.
(b)For purposes of this Agreement, “Disability” means that the Grantee is unable to render the services or perform the duties of Grantee’s employment by reason of illness, injury or incapacity (whether physical, mental, emotional or psychological) for a period of either (i) 90 consecutive days or (ii) a total of 180 days, whether or not consecutive, within the preceding 365-day period.
3.Retirement
(a)In the event of the Grantee’s termination of (i) employment due to Retirement (as defined below) or (ii) service on the Board of Directors of the Company, if applicable, and in each case provided that the Grantee does not then continue in a Business Relationship, the PSUs shall remain outstanding and capable of vesting in the normal course subject to actual performance, provided that the PSUs shall be prorated based on a fraction, the numerator of which is the number of full months during the Performance Period which the Grantee was employed by the Company or any of its Subsidiaries or affiliates and/or served on the Board (without duplicative counting of any days during which the Grantee was both employed by the Company or any of its Subsidiaries or affiliates and serving on the Board) and the denominator of which is 36.
(b)For purposes of this Agreement, “Retirement” means the Grantee’s voluntary termination of employment with the Company and its Subsidiaries or affiliates (without “Cause”) on or after his or her 55th birthday with at least ten years of service with the Company and its Subsidiaries or affiliates.
Notwithstanding the above, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable Retirement treatment (as set forth above) that applies to the PSUs being deemed unlawful and/or discriminatory, then the Company will not apply the favorable Retirement treatment at the time of termination and the PSUs will be treated as they would under the rules that apply if the Grantee’s employment is terminated for reasons other than Retirement.
(c)For the avoidance of doubt, the Retirement benefit provided under this Section 3 is subject to the Grantee’s compliance with the restrictive covenants set forth in Section 10 of this Agreement.
4.Effect of a Change in Control
(a)CIC During First Year of Performance Period: In the event of a Change in Control (and subject to the Grantee’s being in a Business Relationship as of the date of the Change in Control) during the first year of the Performance Period, the target number of PSUs will automatically convert into, and represent the right to receive, an equivalent number of time-based Restricted Stock Units (“Assumed PSUs”) which will continue to vest in accordance with Section 1 but without regard to achievement of any Performance Categories.
(b)CIC After First Year of Performance Period: In the event of a Change in Control (and subject to the Grantee’s being in a Business Relationship as of the date of the Change in Control) after the first year of the Performance Period, the number of PSUs deemed earned based on actual performance vs. target as of the most recent year end for Adjusted EBITDA and TSR will automatically convert into, and represent the right to receive, an equivalent number of time-based Restricted Stock Units (“Assumed PSUs”) which will continue to vest in accordance with Section 1 but without regard to achievement of any Performance Categories.
(c)Accelerated Vesting if Awards not Assumed: In the event of a Change in Control (and subject to the Grantee’s being in a Business Relationship as of the date of the Change in Control), if the successor company does not equitably assume, continue or substitute the outstanding LTI Awards in connection with a Change in Control, such LTI Awards shall become fully vested (for the avoidance of doubt, in the case of PSUs based on clauses (a) or (b) above) as of the date of the Change in Control and the Grantee shall be eligible to receive (at the same time and in the same form) the equivalent per share consideration offered to common shareholders generally.
(d)“Double-Trigger” Vesting for Assumed Awards: To the extent the successor company does equitably assume, continue or substitute the outstanding PSUs, the assumed PSUs shall continue to vest in accordance with Section 1 but without regard to achievement of any Performance Categories; provided, however, if within twenty-four (24) months after the date of the Change in Control the Grantee’s employment is terminated by the Company or a Subsidiary or affiliate (or the successor company or a subsidiary or affiliate thereof) without Cause1 or by the Grantee for Good Reason2, any then Assumed PSUs shall become fully vested as of the date of termination of employment.
5.Non-assignability
No rights hereunder shall be assignable, alienable, transferable or otherwise encumbered by the Grantee other than by will or by the laws of descent and distribution and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Subsidiary or affiliate of the Company. However, the Committee may, in its discretion, provide that rights may be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse) to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only parties. In addition, the Grantee may, in the manner established by the Committee, designate a beneficiary to receive any distribution with respect to any Shares upon the death of the Grantee.
6.Responsibility for Taxes
(a)The Grantee acknowledges that, regardless of any action taken by the Company or any of its Subsidiaries or affiliates, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any Subsidiary or affiliate. The Grantee further acknowledges that the Company and/or any Subsidiary or affiliate: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the LTI Award, including, but not limited to, the grant of the LTI Award, the vesting or settlement of the PSUs, the issuance of Shares (or payment of the cash equivalent) upon settlement of the PSUs, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the LTI Award or any aspect of the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to Tax-Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or any Subsidiary or affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
1 Solely for the purposes of Section 4(d) of this Agreement, “Cause” shall mean: (A) Grantee’s conviction of, or plea of guilty or nolo contendere to, any felony or other comparable offense under local law; (B) Grantee’s engaging in illegal or willful misconduct, or engaging in conduct that has a material adverse effect on the financial performance, financial condition and/or reputation of the Company or any Subsidiary; or (C) Grantee’s embezzlement of funds or misappropriation of other material property of the Company or any Subsidiary.
2 Solely for purposes of Section 4(d) of this Agreement, “Good Reason” shall mean (1) a material and adverse change in the responsibilities of Grantee, or (2) a material reduction in Grantee’s base salary other than a reduction that is also applicable generally to other similarly situated employees; provided, however, that no such change or reduction shall constitute Good Reason (A) unless Grantee gives notice of the existence of such change or reduction that Grantee believes constitutes Good Reason within 30 days after the initial existence of such change or reduction, and the Company fails to cure such change or reduction within 30 days after receipt of such notice or (B) if the Executive consented in writing to such change or reduction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or any Subsidiary or affiliate to satisfy all withholding obligations of the Company and/or any of its Subsidiaries or affiliates with respect to Tax-Related Items. In this regard, the Grantee hereby authorizes the Company, in its sole discretion and without any notice to or further authorization or consent by the Grantee, to withhold from the Shares being distributed under this LTI Award upon vesting, that number of whole Shares the value of which is equal to the aggregate withholding obligation for Tax-Related Items as determined by the Company.
In the event that such withholding in Shares is not feasible under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company and/or any Subsidiary or affiliate to satisfy the aggregate withholding obligation for Tax-Related Items as the Company determines to be appropriate by (i) selling, on the Grantee’s behalf, a whole number of shares from those Shares issued to the Grantee, (ii) cash payment, (iii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee, or (iv) such other means as the Committee deems appropriate
(c)Depending on the withholding method, the Company or the Subsidiary or affiliate may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including minimum or maximum rates applicable in the Grantee’s jurisdiction, in which case the Grantee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares subject to the vested PSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Grantee shall pay to the Company or any Subsidiary or affiliate any amount of Tax-Related Items that the Company or any Subsidiary or affiliate may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of the Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 6. The Grantee shall have no further rights with respect to any Shares that are retained by the Company or sold by the Company or its designated broker pursuant to this Section 6, and under no circumstances will the Company be required to issue any fractional Shares.
7.Nature of Grant
By accepting the LTI Award, the Grantee acknowledges, understands and agrees that:
(a)the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)all decisions with respect to future LTI Award grants, if any, will be at the sole discretion of the Company;
(c)the grant of the LTI Award and the Grantee’s participation in the Plan shall not create a right to continued employment or service or be interpreted as forming an employment or services contract with the Company or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time;
(d)the Grantee’s participation in the Plan is voluntary;
(e)the LTI Award and the Shares subject to the LTI Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(f)the LTI Award and the Shares subject to the LTI Award, and the income and value of the same, are extraordinary items outside the scope of the Grantee’s employment or services contract, if any, and are not part of normal or expected compensation or salary of any kind for services of any kind rendered to the Company, any Subsidiary or any affiliate or for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(g)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(h)unless otherwise agreed with the Company, the LTI Award and the Shares subject to the LTI Award, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of the Company or any Subsidiary or affiliate;
(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Award or the recoupment of any Shares acquired under the Plan resulting from (1) termination of the Grantee’s termination of employment by the Company or any Subsidiary or affiliate (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or services contract, if any); and /or (2) the application of any recoupment policy or any recovery or clawback policy otherwise required by law;
(j)the PSUs and the benefits under the Plan, if any, will not necessarily transfer to another company in the event of a merger, takeover or transfer of liability;
(k)the Grantee acknowledges and agrees that neither the Company nor any Subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency (if not the United States Dollar) and the United States Dollar that may affect the value of the LTI Award or of any amounts due to the Grantee pursuant to the settlement of the LTI Award or the subsequent sale of any Shares acquired upon settlement.
8.No Advice Regarding Grant
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
9.Data Privacy
Data Collection and Usage. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company and any Subsidiary or affiliate for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
Data Processing. The Grantee understands that the Company and any Subsidiary or affiliate may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, e-mail address, date of birth, passport number, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or affiliate, details of all PSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Personal Data”), for the exclusive purpose of implementing, administering and managing the Plan.
Stock Plan Administration, Data Transfer, Retention and Data Subject Rights. The Grantee understands that Personal Data will be transferred to E*TRADE Financial Corporate Services, Inc. and/or its affiliates (“E*TRADE”) or any other stock plan service provider which is, presently or in the future, assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that these recipients of Personal Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of Personal Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company, E*TRADE and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Personal Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares received upon vesting of the PSUs. The Grantee understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Grantee’s local human resources representative in writing. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to withdraw his or her consent, his or her employment status or service with the Company or any Subsidiary or affiliate will not be affected; the only consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee PSUs or other equity awards or to administer or maintain PSUs or other equity awards granted to the Grantee prior or subsequent to such refusal or withdrawal. Therefore, the Grantee understands that refusal or withdrawal of consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.
10.Confidentiality; Non-Competition and Non-Solicitation Covenants
(a)Confidentiality. Grantee covenants and agrees that Grantee will not at any time use, disclose or make accessible or available to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its Subsidiaries or affiliates, except (i) while employed by the Company or any of its Subsidiaries or affiliates, in the business of and for the benefit of the Company or any of its Subsidiaries or affiliates, or (ii) when required to do so by a subpoena, by any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company or any of its Subsidiaries or affiliates, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company or any of its Subsidiaries or affiliates to divulge, disclose or make accessible such information. For purposes of this agreement, “Confidential Information” shall mean non-public information concerning the Company’s or any of its Subsidiaries’ or affiliates’ financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, information relating to practices, processes, methods, trade secrets, marketing plans and other non-public, proprietary and confidential information of the Company or any of its Subsidiaries or affiliates; provided, however, that Confidential Information shall not include any information which (x) is known generally to the public other than as a result of unauthorized disclosure by Grantee, (y) becomes available to Grantee on a non-confidential basis from a source other than the Company or any of its Subsidiaries or affiliates that lawfully obtained such information or (z) was available to Grantee on a non-confidential basis prior to its disclosure to Grantee by the Company or any of its Subsidiaries or affiliates. In addition to and not in limitation of anything in the foregoing, it is specifically understood and agreed by Grantee that any and all Confidential Information received by Grantee during his/her employment by the Company or any Subsidiary or affiliate is deemed Confidential Information. In the event Grantee’s employment is terminated hereunder for any reason, he/she immediately shall return to the Company or any of its Subsidiaries or affiliates all tangible Confidential Information (including any and all copies thereof) in his/her possession.
(b)Non-Competition Covenant. Grantee agrees that during the period of Grantee’s employment with the Company or any of its Subsidiaries and for a period of twelve (12) months after the effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his employment duties, directly or indirectly (whether as a sole proprietor, owner, partner, principal, manager, officer, director, agent, consultant, executive or management employee, or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) with the Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company and its Subsidiaries or affiliates, including (i) the purchase, collection, and/or management of portfolios of defaulted consumer receivables, (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and (C) if requested by the Company or any of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.
(c)Non-Solicitation Covenant. Grantee agrees that during the Restricted Period, without the prior written consent of the Company, Grantee shall not, on his own behalf or on behalf of any person or entity (other than on behalf of the Company or any of its Subsidiaries or affiliates), directly or indirectly, (i) solicit any Customer or Prospective Customer (as defined below) of the Company or any of its affiliates or Subsidiaries for the purpose of providing services or products relating to and competitive with the Business or facilitating the provision of such products or services; or (ii) engage, hire or solicit the employment of, whether on a full-time, part-time, consulting, advising, or any other basis, any employee who was employed by the Company or its affiliates or Subsidiaries on the effective date of Grantee’s termination or at any time during the six (6) months preceding such termination date. This provision does not prohibit the solicitation of employees by means of a general advertisement. “Customer”, as used in this Agreement, means any client or customer of the Company or any of its Subsidiaries or affiliates with respect to whom, at any time during the two (2) year period preceding the termination of Grantee’s employment, Grantee: (i) performed services on behalf of the Company or any of its Subsidiaries or affiliates, or (ii) had substantial contact or acquired or had access to Confidential Information or other substantial information as a result of or in connection with Grantee’s employment. “Prospective Customer”, as used in this Agreement, means any entity other than a Customer with respect to whom, at any time during the one (1) year period preceding the termination of Grantee’s employment, Grantee: (i) submitted or assisted in the submission of a presentation or proposal of any kind on behalf of the Company or any of its Subsidiaries or affiliates, or (ii) had substantial contact or acquired or had access to Confidential Information or other substantial information as a result of or in connection with Grantee’s employment.
(d)Grantee agrees that the covenants of confidentiality, non-competition and non-solicitation are reasonable covenants under the circumstances and further agrees that if, in the opinion of any court of competent jurisdiction, any such covenants are not reasonable or are unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of these covenants as so amended, and to that end the provisions of this Section 10 shall be deemed severable. Grantee agrees that any breach of the covenants contained in this Section 10 will result in immediate and irreparable harm to the Company and its Subsidiaries and affiliates for which full damages cannot readily be calculated and for which damages are an inadequate remedy. Accordingly, Grantee agrees that the Company or any of its Subsidiaries or affiliates, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction (without posting a bond or other security) against Grantee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 10. If the Grantee breaches this Section 10 all undelivered PSUs (whether vested or unvested) shall be immediately forfeited and cancelled and the Company may clawback (i) any PSUs delivered to Grantee in the preceding year and (ii) any other PSUs delivered in connection with, or following, Grantee’s termination of employment.
(e)To the extent that the restrictive covenants at section (b) and (c) above are covered by any restrictive covenants in the Grantee’s contract of employment, for the avoidance of any doubt, the restrictive covenants contained in the Grantee’s contract of employment shall prevail.
(f)No particular consideration is payable for the covenants contained in this Section 10. However, if mandatory legislation is in effect or is introduced, pursuant to which consideration is a requirement for the validity and/or enforceability of the covenants in this Section 10, the Grantee shall receive the minimum compensation provided by law. The Company may waive the covenants contained in this Section 10 in whole or in parts, and the Grantee will only be entitled to such mandatory consideration for any period the covenants are invoked.
(g)Notwithstanding the foregoing, no subsection of this Section 10 is intended to or shall limit, prevent, impede or interfere with the Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiaries or affiliates past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Grantee does not need prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company that the Grantee has made such reports or disclosures. Further, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. Section 1833(b)), the Grantee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or to an attorney, solely for the purpose of reporting or investigating, a violation of law. The Grantee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret made in a complaint, or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Grantee files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, the Grantee may disclose the trade secret to the Grantee’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and does not disclose the trade secret, except pursuant to court order.
11.Regulatory Requirements
(a)Anything in this Agreement to the contrary notwithstanding, in no event may any LTI Awards granted pursuant to this Agreement be effective if the Company or any of its Subsidiaries or affiliates shall, at any time and in its sole discretion, determine that the consent or approval of any governmental or regulatory body, is required or desirable in connection with such LTI Award. In such event, the LTI Award shall be held in abeyance and shall not be effective unless and until such consent or approval shall have been affected or obtained free of any conditions not acceptable to the Company or any of its Subsidiaries or affiliates.
(b)The Committee may require as a condition to the right to receive any LTI Awards hereunder that the Company receive from the Grantee representations, warranties and agreements, at the time of any such grant, to the effect that the Shares are being purchased without any present intention to sell or otherwise distribute such Shares in violation of applicable securities laws and that the Shares will not be disposed of in transactions which would violate the Company’s policies, including its Insider Trading Policy, or violate registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations promulgated thereunder or other applicable law. If applicable, the certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.
(c)All certificates for Shares or other securities of the Company shall be subject to such stop transfer orders and other restrictions as the Company or the Committee may deem advisable under the Company’s policies, or the rules, regulations and other restrictions of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
12.Language
The Grantee acknowledges that he or she is proficient in the English language or had the opportunity to consult with an advisor who is sufficiently proficient in English, so as to allow the Grantee to understand the provisions in this Agreement and the Plan. Further, if the Grantee has received this Agreement, or any other document related to the Plan or this LTI Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control unless otherwise required by applicable law.
13.Electronic Delivery and Participation
The Company may, in its sole discretion, decide (a) to deliver any documents related to the LTI Award, the Grantee’s participation in the Plan, or future LTI Awards by electronic means, or (b) to request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or any third party designated by the Company.
14.Governing Law/Venue
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia and applicable United States laws, without giving effect to the conflict of laws principles thereof. Subject to Section 5 hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors or assigns, as the case may be. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by any LTI Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Virginia and agree that such litigation shall be conducted only in the courts of Norfolk, Virginia, or the federal courts for the United States for the Eastern District of Virginia, and no other courts, where this LTI Award is made and/or to be performed.
15.Equitable Adjustments; Rights as Shareholder
If any change is made to the outstanding Shares or capital structure of the Company, the outstanding and unvested PSUs shall be adjusted as necessary to prevent dilution or enlargement of a Grantee’s rights hereunder in the manner contemplated by Section 12.2 of the Plan.
The Grantee shall not have any rights of a shareholder with respect to the LTI Award, including, but not limited to, voting rights until vesting and delivery of the applicable Shares underlying the LTI Award.
As of any date that the Company pays an ordinary cash dividend on its Shares, the Company will increase the applicable number of outstanding and unvested PSUs by the number of shares that represent an amount equal to the per share cash dividend paid by the Company on its shares of Common Stock multiplied by the number of outstanding and unvested PSUs as of the related dividend payment date (collectively, “Dividend Equivalent Shares”). Any such Dividend Equivalent Shares shall be subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original PSUs to which they relate.
16.Interpretation
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.
17.Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the LTI Award may be transferred by will or the laws of descent or distribution.
18.Severability
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
19.Discretionary Nature
The grant of the LTI Award is exceptional, voluntary and occasional and does not create any contractual right or other right to receive any other awards or benefits in lieu of awards in the future, even if awards have been granted in the past. Future awards, if any, will be at the sole discretion of the Committee. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment or service with the Company or any of its Subsidiaries or affiliates.
20.Amendment
This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement or the Plan shall be made which would materially and adversely affect the rights of the Grantee under this Agreement, without such Grantee’s written consent, except as otherwise set forth herein.
21.Section 409A
To the extent Grantee is or becomes subject to U.S. Federal income taxation, this Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. In addition, and notwithstanding anything to the contrary in this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without Grantee’s consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this LTI Award. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.
Notwithstanding anything herein to the contrary, (i) to the extent any LTI Award constitutes nonqualified deferred compensation within the meaning of, and subject to, Section 409A, then, with respect to such LTI Award, all references in the Plan and this Agreement to the Grantee’s termination of employment shall mean the Grantee’s separation from service within the meaning of Section 409A, and (ii) in the event that Grantee is a “specified employee” within the meaning of Section 409A, and a payment or benefit provided for under this Agreement would be subject to additional tax under Section 409A if such payment or benefit is paid within six (6) months after such Grantee’s “separation from service” (as defined under Section 409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period immediately following such Grantee’s separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six (6) month period and which would have incurred such additional tax under Section 409A shall instead be paid to the Grantee in a lump-sum cash payment, without interest, on the earlier of (i) the first business day following the six (6) month anniversary of such Grantee’s separation from service or (ii) the tenth business day following such Grantee’s death or such later date as is permitted under Section 409A.
22.Repayment Obligation.
In the event that (i) the Company issues a restatement of financial results to correct a material error, (ii) the Committee determines, in good faith, that Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (iii) some or all of the PSUs that were granted and/or earned during the three year period prior to such restatement would not have been granted and/or earned, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the PSUs or the pre-tax income derived from any disposition of the Shares previously received in settlement of the PSUs that would not have been granted and/or earned based upon the restated financial results (the “Repayment Obligation”).
This Repayment Obligation shall be in addition to any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.
23.Entire Agreement
The above terms and conditions control this Agreement, notwithstanding any terms or provisions in any prior awards from the Company to the Grantee. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall control.
24.Appendix
The LTI Award shall be subject to the additional terms and conditions set forth in the Appendix for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Appendix, the terms and conditions for such country, if any, will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.
25.Imposition of Other Requirements
The Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, on the LTI Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
26.Insider Trading/Market Abuse Laws
The Grantee acknowledges that, depending on the Grantee’s country, the broker’s country, or the country in which Shares are listed, the Grantee may be subject to insider trading and/or market abuse laws which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to such shares (e.g., the LTI Award) or rights linked to the value of Shares under the Plan during such times as the Grantee is considered to have “material nonpublic information” or “insider information” regarding the Company (as defined by the laws or regulations in the relevant jurisdiction). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee places before the Grantee possessed inside information. Furthermore, the Grantee could be prohibited from (a) disclosing inside information to any third party and (b) “tipping” third parties or causing them otherwise to buy or sell securities. Note that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy, and the requirements of applicable laws may or may not be consistent with the terms of the Company’s insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and that the Grantee should speak to his or her personal advisor on this matter.
27.Foreign Asset/Account Reporting Notification
The Grantee understands that the Grantee’s country may have certain exchange control and/or foreign asset/account reporting requirements which may affect the Grantee’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside of the Grantee’s country. The Grantee may be required to report such accounts, assets or transactions to the tax or other authorities in the Grantee’s country. The Grantee also may be required to repatriate sale proceeds from the sale of Shares or other funds received as a result of participation in the Plan to the Grantee’s country through a designated bank or broker within a certain time after receipt. In addition, the Grantee agrees to take any and all actions required by the Company, any Subsidiary or affiliate of the Company or the local laws, rules and regulations in the Grantee’s country of residence (and country of employment, if different) that may be required to comply with such laws, rules and regulations. The Grantee acknowledges that it is the Grantee’s responsibility to comply with any applicable regulations, and the Grantee should speak to the Grantee’s personal advisor on this matter.
28.Waiver
The Grantee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any prior or subsequent breach by the Grantee or any other grantee.
ANNEX A
ADJUSTED EBITDA CALCULATION
EBITDA is defined using GAAP reported Net Operating Income adjusted to add back Depreciation and Amortization.
Adjusted EBITDA is defined as EBITDA adjusted to remove Changes in Estimates and to add back Depreciation, Amortization and Recoveries applied to negative allowance. Both of these items are defined using GAAP and are reported as line items in the statement of cash flows.
RETURN ON AVERAGE TANGIBLE EQUITY (ROATE) CALCULATION
Return on Average Tangible Equity will be calculated annually, over the three-year performance period. The three-year average will be used to determine the percentage of target PSUs earned. The annual ROATE will be calculated as:
Net Income Attributable to PRA
Average Tangible Equity
Average Tangible Equity = End of year Tangible Equity + Beginning of year Tangible Equity
2
Tangible Equity = Equity Attributable to PRA Shareholders – (Goodwill + Intangible Assets)
ADJUSTMENTS
The following adjustments will be made to Adjusted EBITDA and ROATE:
•Adjustments to neutralize the impact of actual foreign currency translation rates
•Changes in accounting principles and tax laws
APPENDIX
PRA GROUP, INC.
2022 Omnibus Incentive Plan
Performance Stock Unit Agreement
Country-Specific Provisions
Capitalized terms used but not defined herein shall have the meanings set forth in the Plan and/or the Agreement.
This Appendix includes additional terms and conditions applicable to Grantees and the PSUs (the “Stock Units”) granted to such Grantees under the Plan if the Grantee resides and/or works in any of the countries listed below.
This Appendix also includes information regarding exchange control and certain other issues of which the Grantee should be aware with respect to the Grantee’s participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of March 2025. However, such laws are often complex and change frequently. As a result, the Company strongly recommends that the Grantee does not rely on the information noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Grantee vests in the Stock Units, acquires Shares (or the cash equivalent) or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Grantee’s particular situation and the Company is not in a position to assure the Grantee of any particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as to how the relevant laws in the Grantee’s country may apply to the Grantee’s situation.
Finally, if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, transfers employment and/or residency to another country after the Stock Units are granted or is considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to the Grantee in the same manner. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply under these circumstances.
THE FOLLOWING PROVISIONS APPLY TO GRANTEES WHO WORK AND / OR RESIDE INSIDE THE EUROPEAN UNION, THE EUROPEAN ECONOMIC AREA, SWITZERLAND / OR THE UNITED KINGDOM AND REPLACES SECTION 9 OF THE AGREEMENT
TERMS AND CONDITIONS
By accepting the LTI Award, the Grantee acknowledges that the Grantee has read and understood the information regarding the collection, processing and transfer of the Grantee’s personal data described below. Capitalized terms used in this Appendix shall have the meaning ascribed to such terms in the Plan.
Data Collection and Usage. The Company or, if different, the Grantee’s employer (the “Employer”) will collect, process, transfer and use personal data about the Grantee that is necessary for the purpose of implementing, administering and managing the Grantee’s participation in the Plan.
This personal data may include the Grantee’s name, home address, email address, date of birth, social insurance number, passport or other identification number, nationality and citizenship, any shares of common stock or directorships held in the Company, details of all awards or other entitlements to shares of common stock, granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (“Data”).
Purposes and Legal Bases of Processing. The Company processes the Data for the purpose of performing its contractual obligations under the Plan, which include implementing, administering and managing the Grantee’s participation in the Plan and facilitating compliance with applicable tax, exchange control, securities and labor law. The legal basis for the processing of the Data by the Company and the third party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Plan and relevant award agreement the Grantee and for the Company’s legitimate business interests of managing the Plan and generally administering employee LTI Awards.
Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate Services, Inc. and certain of its affiliates (jointly, “E*TRADE”), independent service providers with operations, relevant to the Company, in the United States, which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share the Grantee’s Data with other service providers that serve in a similar manner. The Company’s service providers may open accounts for the Grantee to receive and trade shares of common stock. The processing of the Grantee’s Data will take place through both electronic and non-electronic means. The Grantee may be asked to agree on separate terms and data processing practices with E*TRADE or any other service providers the Company may designate, with such agreement being a condition of the ability to participate in the Plan.
International Data Transfers. The Company and its service providers, including, without limitation, E*TRADE, operate, relevant to the Company, in the United States, which means that it will be necessary for Data to be transferred to, and processed in, the United States. The Grantee understands and acknowledges that the United States is not subject to an unlimited adequacy finding by the European Commission and that the Grantee’s Personal Data may not have an equivalent level of protection as compared to the Grantee’s country of residence. The Company may transfer Data on the basis of a decision of the European Commission stating the appropriate level of protection, standard data protection clauses or, where applicable, on the basis of the Privacy Shield programs between the European Union and the United States and between Switzerland and the United States, as applicable. The Grantee has the right to obtain from us confirmation of the conclusion of appropriate contractual arrangements.
Data Retention. The Company will use Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax, exchange control, securities, and labor laws. The Company may keep some of the Grantee’s Data even after the Grantee terminates employment with the Company group to satisfy legal or regulatory obligations and the Company’s legal basis for such use would be a necessity to comply with legal obligations. When the Company no longer needs the Grantee’s Data, the Company will remove it from its systems.
Contractual Requirement. The processing and transfer of Data as described above is a contractual requirement and a condition to the Grantee’s ability to participate in the Plan. However, the Grantee’s participation in the Plan and acceptance of the relevant agreement are purely voluntary. While the Grantee will not receive LTI Awards if the Grantee decides against participating in the Plan, the Grantee’s career and salary will not be affected in any way.
Data Subject Rights. The Grantee has a number of rights under data privacy laws in the Grantee’s country. Depending on where the Grantee is based, the Grantee’s rights may include the right to (i) request access or copies of the Grantee’s Data the Company processes, (ii) rectify incorrect Data and/or delete the Grantee’s Data, (iii) restrict processing of the Grantee’s Data, (iv) portability of the Grantee’s Data, (v) lodge complaints with the competent data protection authorities in the Grantee’s country and/or (vi) obtain a list with the names and addresses of any recipients of the Grantee’s Data. To receive clarification regarding the Grantee’s rights or to exercise the Grantee’s rights please contact the Company at compensation@pragroup.com.
AUSTRALIA
NOTIFICATIONS
Tax Conditions. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the LTI Award granted under the Plan, such that the LTI Award is intended to be subject to deferred taxation.
Securities Law Information. This LTI Award offer is made under Division 1A Part 7.12 of the Corporations Act 2001 (Cth). If the Grantee offers Shares acquired under the Plan for sale to a person or entity resident in Australia, the Grantee’s offer may be subject to disclosure requirements under Australian law. The Grantee should obtain legal advice on any disclosure obligations prior to making any such offer.
Exchange Control Information. If the Grantee is an Australian resident, exchange control reporting is required for cash transactions exceeding AUD10,000 and international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on the Grantee’s behalf. If there is no Australian bank involved with the transfer, the Grantee will be required to file the report.
AUSTRIA
TERMS AND CONDITIONS
Confidentiality; Non-Competition and Non-Solicitation Covenants. The following provision supplements Section 10(b) of the Agreement:
The phrase “any business activity competitive (directly or indirectly) with the Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”) shall be replaced with:
“any business activity competitive (directly or indirectly) with the Business (as defined below) (a “Competing Entity”) in Europe (the “Territory”).
NOTIFICATIONS
Exchange Control Information. If the Grantee holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Shares) outside of Austria, he or she may be subject to reporting obligations to the Austrian National Bank. If the value of the Shares meets or exceeds a certain threshold, the Grantee must report the securities held on a quarterly basis to the Austrian National Bank as of the last day of the quarter on or before the 15th day of the month following the end of the calendar quarter. Where the cash amounts held outside of Austria meet or exceed a certain threshold, monthly reporting obligations apply as explained in the next paragraph.
If the Grantee sells Shares, or receives any cash dividends, the Grantee may have exchange control obligations if the Grantee holds the cash proceeds outside Austria. If the transaction volume of all the Grantee’s accounts abroad meets or exceeds a certain threshold, the Grantee must report to the Austrian National Bank the movements and balances of all accounts on a monthly basis, as of the last day of the month, on or before the 15th day of the following month, on prescribed forms.
BRAZIL
TERMS AND CONDITIONS
Intent to Comply with Law. The Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax-Related Items associated with the vesting of the LTI Award, the sale of any Shares acquired upon vesting of the LTI Award and the receipt of any dividends or dividend equivalents.
Nature of Grant. This provision supplements Section 7 of the Agreement:
The Grantee agrees that (i) the Grantee is making an investment decision, (ii) the LTI Award will vest only if the vesting conditions are met and any necessary services are rendered by the Grantee over the vesting period and (iii) the value of the Shares subject to the LTI Award is not fixed and may increase or decrease in value over the vesting period without compensation to the Grantee.
NOTIFICATIONS
Exchange Control Information. The Grantee acknowledges that if the Grantee is a Brazilian resident or domiciled in Brazil, the Grantee is required to submit an annual declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights as of December 31 of each year is US$1,000,000 or more. Assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transactions. Payments to foreign countries, repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transaction. It is the Grantee’s personal responsibility to comply with any applicable Tax on Financial Transaction arising from participation in the Plan. The Grantee should consult with the Grantee’s personal tax advisor for additional details.
CANADA
TERMS AND CONDITIONS
Payment. Notwithstanding any discretion contained in the Plan or this Agreement, the LTI Award granted to Grantees in Canada shall be paid in Shares only and does not provide any right for the Grantee to receive a cash payment.
Termination. The following provision replaces Section 1(e) of the Agreement:
For purposes of the LTI Award, and except as expressly required by applicable legislation and/or Sections 2, 3 and 4 of the Agreement, all rights of the Grantee hereunder shall terminate on the date the Grantee ceases to provide active service to the Company or any Subsidiary or affiliate of the Company as an Employee or on the Board Directors of the Company (a “Business Relationship”) (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service contract, if any) and any unvested PSUs shall be immediately and automatically forfeited and neither the Grantee, nor any successors, heirs, assigns or legal representatives of the Grantee, shall thereafter have any further rights or interest in any unvested PSUs.
The vesting of the PSUs shall not, however, be affected by any change in the type of Business Relationship the Grantee has with or among the Company or any Subsidiary or affiliate so long as the Grantee continuously maintains a Business Relationship.
For greater certainty, the Grantee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Grantee’s right to vest terminates, nor will the Grantee be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the PSUs, if any, will terminate effective as of the last day of the Grantee’s minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Grantee’s statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting.
The following provisions apply if the Grantee resides in Quebec:
Language. A French translation of the Plan and the Agreement can be made available as soon as reasonably practicable upon request. The Grantee understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the offering of the Plan as soon as reasonably practicable.
Une traduction française du Plan et de l'Accord peut être disponible dès que raisonnablement possible sur demande. Le bénéficiaire comprend que, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Compagnie traduira en français les documents relatifs à l'offre du Plan dès que raisonnablement possible.
Data Privacy. The following provision supplements Section 9 of the Agreement:
The Grantee hereby authorizes the Company, its Subsidiaries, affiliates and their representatives, including the broker(s) designated by the Company, to discuss with and obtain all relevant information from all personnel, professional or otherwise, involved in the administration and operation of the Plan. The Grantee acknowledges that their Personal Data, including and sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. The Grantee further authorizes the Company and/or any Subsidiary or affiliate of the Company to record such information in his or her employee file. If applicable, the Grantee also acknowledges that the Company, E*Trade and/or any Subsidiary or affiliate of the Company may use technology for profiling purposes and make automated decisions that may have an impact on the Grantee’s participation in the Plan or the administration of the Plan.
NOTIFICATIONS
Securities Law Information. The Grantee is permitted to sell Shares acquired under the Plan provided the resale of such Shares takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Exchange in the United States.
Foreign Asset/Account Reporting Information. Foreign property, including Shares and rights to receive shares (e.g., Stock Units), held by Canadian residents must be reported annually to the tax authorities on Form T1135 (Foreign Income Verification Statement) if the total cost of all of your foreign specified property exceeds C$100,000 at any time during the year.
The form must be filed by April 30th of the following year when such foreign property was held by a Canadian resident. It is the Grantee’s responsibility to comply with applicable reporting obligations and the Grantee should consult with his or her personal tax advisor in this regard.
COLOMBIA
TERMS AND CONDITIONS
Nature of Grant. This provision supplements Section 7 of the Agreement:
The Grantee acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of the Grantee’s “salary” for any legal purpose. The Plan and related benefits will not be included and / or considered for purposes of calculating any and all labor benefits, such as legal / fringe benefits, vacation, indemnities, payroll taxes, social insurance contributions and / or any other labor related amounts, subject to the limitations provided in Law 1393/2010.
Mandate Letter. By accepting the LTI Award, the Grantee agrees that – if requested by the Company or the Employer – the Grantee will execute a Mandate Letter or such other document (whether electronically or by such other method as requested by the Company or the Employer) that the Company determines is necessary or advisable in order that (i) a sufficient number of Shares to be allocated to the Grantee upon vesting can be withheld or sold on the Grantee’s behalf to cover Tax-Related Items required to be withheld by the Employer and (ii) the proceeds from such withholding or sale can be wired directly from the Company to the Employer in Colombia for remittance to the tax authorities.
NOTIFICATIONS
Securities Law Information. The Shares subject to the LTI Award are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the making of a public offer of securities in Colombia. An offer of Shares to employees will not be considered a public offer provided that it meets the conditions set forth in Article 6.1.1.1.1 in Decree 2555, 2010.
Exchange Control Information. The Grantee must register the Grantee’s investments in securities outside Colombia (including Shares acquired under the Plan) with the Central Bank of Colombia (Banco de la República) as foreign investments held abroad, regardless of value. In addition, if the Grantee repatriates proceeds from the sale or liquidation of foreign investments to Colombia, such proceeds must be transferred through the Colombian foreign exchange market (e.g., local banks), and the appropriate foreign exchange form (declaración de cambio) must be correctly completed and filed in connection with the transfer. The Grantee personally is responsible for complying with applicable exchange control requirements in Colombia.
Foreign Asset/Account Reporting Information. An annual information return may need to be filed with the Colombian Tax Office detailing any assets held abroad (including Shares acquired under the Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. It is the Grantee’s responsibility to comply with this tax reporting requirement.
FINLAND
No country-specific provisions apply.
GERMANY
NOTIFICATIONS
Exchange Control Information. Cross-border payments in excess of €50,000 must be reported monthly to the German Federal Bank (Bundesbank). The Grantee will be required to report certain information related to the Stock Units to Bundesbank to comply with this reporting obligation as follows: (i) if the value of the Shares withheld or sold to cover Tax-Related Items exceeds EUR 50,000 or (ii) if the Grantee sells Shares via a foreign broker, bank or service provider and receives proceeds in excess of EUR 50,000. The report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The report must be submitted monthly or within other such timing as is permitted or required by the Bundesbank. The Grantee is responsible for satisfying the reporting obligation.
Foreign Asset/Account Reporting Information. If the Grantee’s acquisition of Shares under the Plan leads to a so-called “qualified participation” at any point during the calendar year, the Grantee will need to report the acquisition when the Grantee files his or her tax return for the relevant year. A “qualified participation” is attained if (i) the Grantee owns Shares exceeding 1% of the total capital of the Company and the value of such Shares exceeds €150,000, or (ii) the Grantee holds Shares exceeding 10% of the total capital of the Company.
ITALY
TERMS AND CONDITIONS
Grant Terms Acknowledgment. By accepting the LTI Award, the Grantee acknowledges that the Grantee has received a copy of the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all the provisions of the Plan and the Agreement. The Grantee further acknowledges having read and specifically approves the following sections of the Agreement: Performance Categories, Determining the Number of PSUs Earned, Non-assignability, Responsibility for Taxes, Nature of Grant, Confidentiality; Non-Competition and Non-Solicitation Covenants, Language, Electronic Delivery and Participation, Governing Law / Venue, Successors and Assigns, Repayment Obligation, Appendix, Imposition of Other Requirements, and Waiver.
NOTIFICATIONS
Foreign Asset/Account Reporting Information. Italian residents who, at any time during the tax year, hold foreign financial assets outside of Italy (e.g., cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Tax on Foreign Financial Assets. A tax on the value of financial assets held outside of Italy by individual residents in Italy may be due to the extent their value exceeds a certain threshold. The taxable amount will be the fair market value of the financial assets (including Shares) assessed at the end of each calendar year or on the last day the financial assets are held (in such case, or when assets are acquired during the course of the year, the tax is levied on proportion to the number of days the assets are held over the calendar year).
NORWAY
NOTIFICATIONS
Exchange Control Information. In general, Norwegian residents should not be subject to any foreign exchange requirements in connection with the acquisition or sale of Shares under the Plan, except normal reporting requirements to the Norwegian Currency Registry. If the transfer of funds into or out of Norway is made through a Norwegian bank, the bank will make the registration.
POLAND
NOTIFICATIONS
Foreign Asset / Account Reporting Information. Polish residents holding foreign securities (including Shares) and/or maintaining accounts abroad must report information to the National Bank of Poland on transactions and balances of the securities and cash deposited in such accounts if the value of such securities and cash (when combined with all other assets held abroad) exceeds certain thresholds. If required, the reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. Polish residents should consult with their personal tax advisor to determine their personal reporting obligations.
Exchange Control Information. Transfers of funds into and out of Poland in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with business activity of an entrepreneur) must be made via a bank account held at a bank in Poland. Additionally, Polish residents are required to store all documents connected with any foreign exchange transactions that Polish residents are engaged in for a period of five years, as measured from the end of the year in which such transaction occurred.
SPAIN
TERMS AND CONDITIONS
Confidentiality; Non-Competition and Non-Solicitation Covenants. The following provision supplements Section 10(b) of the Agreement:
Grantee agrees that any PSUs granted under the Plan during his or her employment with the Company or its Subsidiaries constitute adequate compensation for the covenants of confidentiality, non-competition and non-solicitation. If the Grantee breaches this Section 10, all undelivered PSUs (whether vested or unvested) shall be immediately forfeited and cancelled and the Company may clawback (i) any PSUs delivered to Grantee in the preceding year and (ii) any other PSUs delivered in connection with, or following, Grantee’s termination of employment and (iii) when applicable, the cash compensation paid during the Restricted Period. If at the effective date of termination of the employment, the Grantee has not received through LTI Awards at least a 50% of his/her fixed gross salary at termination date for the Restricted Period as compensation for the covenants of noncompetition and non-solicitation, the Company will pay the difference up to the referred 50% in 12 cash monthly installments during the Restricted Period.
Nature of Grant. This provision supplements Section 7 of the Agreement:
By accepting the LTI Award, the Grantee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan and the Agreement.
The Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the LTI Award under the Plan to individuals who may provide service to the Company or its Subsidiaries or affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that (i) any grant will not economically or otherwise bind the Company or any of its Subsidiaries or affiliates on an ongoing basis other than as set forth in the applicable award agreement (i.e., the grant of Stock Units will not be considered an acquired right or a more beneficial condition to be repeated in the future), and (ii) the LTI Award and any Shares subject to the vesting of the Stock Units shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, the Grantee understands and accepts that there is no guarantee that any benefit whatsoever shall arise from the LTI Award, which is gratuitous and discretionary, since the future value of the LTI Award, and the underlying Shares, is unknown and unpredictable.
Additionally, the Grantee understands that the vesting of the Stock Units covered by the LTI Award is expressly conditioned on the Grantee’s continued and active rendering of service to the Company or the Employer, as applicable, such that if the Grantee’s employment terminates for any reason, except death, Disability, Retirement and certain circumstances at a Change in Control, the Stock Units will cease vesting immediately effective as of the date of cessation of active employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause (i.e., subject to a “despido improcedente”), disciplinary dismissal without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.
NOTIFICATIONS
Exchange Control Information. In the event that the Grantee holds 10% or more of the share capital or voting rights of the Company or such other amount that would entitle the Grantee to join the Board of Directors of the Company, the Grantee must declare such holding to the Spanish Dirección General de Comercio e Inversiones, which is a department of the Ministry of Economy and Competitiveness, within one month of acquiring such holdings.
Foreign Asset/Account Reporting Information. If the Grantee holds rights or assets (e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset (e.g., Shares, cash, etc.) as of December 31 each year, the Grantee is required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or if the ownership of the assets is transferred or relinquished during the year. The reporting must be completed by the following March 31.
The Grantee is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of Shares made to the Grantee by the Company) depending on the value of such accounts and instruments and the amount of the transactions during the relevant year as of December 31 of the relevant year.
Securities Law Information. The LTI Award and the Shares subject to the LTI Award do not qualify as securities under Spanish regulations. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. Neither the Plan nor the Agreement have been or will be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), nor do they constitute a public offering prospectus.
SWEDEN
TERMS AND CONDITIONS
Responsibility for Taxes. The following provision supplements Section 6 of the Agreement:
Without limiting the Company’s or any Subsidiary’s or affiliate's authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 6 of the Agreement, in accepting the grant of the LTI Award, the Grantee authorizes the Company and/or any Subsidiary or affiliate to withhold Shares or to sell Shares otherwise deliverable to the Grantee upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or any Subsidiary or affiliate has an obligation to withhold such Tax-Related Items.
SWITZERLAND
NOTIFICATIONS
Securities Law Information. Neither this document nor any other materials relating to the LTI Award (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an Employee and other service provider of the Company or any Subsidiary or affiliate or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”).
UNITED KINGDOM
TERMS AND CONDITIONS
Confidentiality; Non-Competition and Non-Solicitation Covenants. The following provision supplements Section 10(b) of the Agreement:
The phrase “directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) with the Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”) shall be replaced with:
“directly or indirectly own more than 1% of any class or series of equity securities in, any entity or business which at such time has material operations that are engaged, or about to be engaged, in any business activity competitive (directly or indirectly) with the Business (as defined below) in Europe and with which the Grantee was materially involved at any time during the last 12 months of the Grantee’s employment with the Company or any Subsidiary (a “Competing Entity”) anywhere in the world (the “Territory”).
Responsibility for Taxes. The following provision replaces Section 6(b) of the Agreement:
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or any Subsidiary or affiliate to satisfy all withholding obligations of the Company and/or any of its Subsidiaries or affiliates with respect to Tax-Related Items. In this regard, the Grantee hereby authorizes the Company, in its sole discretion and without any notice to or further authorization or consent by the Grantee, to sell, on the Grantee’s behalf, a whole number of shares from those Shares issued to the Grantee which is equal to the aggregate withholding obligation for Tax-Related Items as determined by the Company.
In the event that such withholding in Shares is not feasible under applicable tax or securities law or has materially adverse accounting consequences, the Grantee authorizes the Company and/or any Subsidiary or affiliate to satisfy the aggregate withholding obligation for Tax-Related Items as the Company determines to be appropriate by (i) cash payment, (ii) withholding from the Grantee’s wages or other cash compensation paid to the Grantee, or (iii) such other means as the Committee deems appropriate.
Responsibility for Taxes. The following provision supplements Section 6 of the Agreement:
Without limitation to Section 6 of the Agreement, the Grantee agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf.
Notwithstanding the foregoing, if the Grantee is an executive officer or director of the Company within the meaning of Section 13(k) of the Exchange Act, the Grantee understands that the Grantee may not be able to indemnify the Company or the Employer for the amount of Tax-Related Items not collected from or paid by the Grantee because the indemnification could be considered to be a loan. In this case, any income tax not collected or paid may constitute a benefit to the Grantee on which additional income tax and employee national insurance contributions (“NICs”) may be payable. The Grantee understands that the Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company and/or the Employer (as applicable) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Grantee by any of the means referred to in Section 6 of the Agreement.
EX-31.1
4
q12026exhibit311.htm
EX-31.1
Document
Exhibit 31.1
I, Martin Sjolund, certify that:
1.I have reviewed this quarterly report on Form 10-Q of PRA Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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| May 8, 2026 |
By: |
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/s/ Martin Sjolund |
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Martin Sjolund |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
EX-31.2
5
q12026exhibit312.htm
EX-31.2
Document
Exhibit 31.2
I, Rakesh Sehgal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PRA Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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| May 8, 2026 |
By: |
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/s/ Rakesh Sehgal |
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Rakesh Sehgal |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
EX-32.1
6
q2026exhibit321.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PRA Group, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin Sjolund, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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| May 8, 2026 |
By: |
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/s/ Martin Sjolund |
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Martin Sjolund |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PRA Group, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rakesh Sehgal, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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| May 8, 2026 |
By: |
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/s/ Rakesh Sehgal |
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Rakesh Sehgal |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial and Accounting Officer) |