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PRA GROUP INC Call Transcript 2026

Jun 16, 2026

Call Transcript

PRA GROUP INC

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Good morning. My name is Steve Fredrickson, and I'm the Executive Chair of the Board of Directors of PRA Group, Inc. It's my pleasure to welcome you to our 2026 Annual Meeting of Stockholders, which is being held virtually. I will chair today's meeting, and LaTisha Tarrant will serve as secretary for the meeting. Let me first address a couple of administrative matters related to the meeting. All stockholders entitled to vote at today's meeting can do so online. Any stockholder entitled to vote who has not voted or who wants to change a previously cast vote can do so via the website used to access this meeting with their control number. During the meeting, we will respond to questions from stockholders that relate to the annual meeting itself, including proposals being considered. Management will respond to questions that do not relate to the annual meeting during the question and answer period at the end of the meeting. If you have a question, please use the Ask a Question feature on the meeting page. I would now like to introduce our directors who are participating in the meeting virtually. Adrian Butler. Marjorie Connelly, Chair of our Audit Committee. Dame Jayne-Anne Gadhia. Geir Olsen. Brett Paschke, Chair of our Compensation Committee. Martin Sjolund, our President and Chief Executive Officer. Lance Weaver, our Lead Independent Director and Chair of our Nominating & Corporate Governance Committee. Here with me in person is Scott Tabakin, Chair of our Risk Committee. Before we begin our formal agenda, I'd like to recognize Peggy Turner, who is retiring from the board. Peggy joined our board in 2021 and served on the board's Nominating & Corporate Governance and Risk committees. The board and the company benefited from her balanced counsel, thoughtful leadership approach, and invaluable insights on key matters gained from decades of experience in senior leadership roles. We express our sincere appreciation to Peggy for her contributions and wish her all the best in the future. Note that Ernst & Young LLP, our independent registered public accounting firm, is represented at today's meeting by Joe Longo and Madeline Pospichil, who will be available to answer questions during the question and answer period at the conclusion of the meeting. I'll now call our 2026 annual meeting to order. Ms. Tarrant will report on the validity of this meeting and also provide instructions concerning voting. Our Board of Directors fixed the close of business on April 20, 2026, as the record date for the determination of stockholders who were entitled to notice of and to vote at this meeting. The board appointed Broadridge Financial Solutions, Inc. as the inspector of the election. Mr. Rate is representing Broadridge and took the oath of inspector prior to the meeting. Broadridge has provided an affidavit that states that the notice of internet availability of proxy materials was mailed beginning April 30, 2026, to all record stockholders as of the record date. Based on the preliminary report of the inspector of election, approximately 38,140,888 shares of the company's common stock were issued and outstanding as of the record date. We have present at this meeting, either in person or by proxy, at least 34,028,798 shares, which constitute approximately 89% of the votes entitled to be cast at this meeting and a quorum for the conduct of business. A certified list of stockholders entitled to vote at this meeting and the oath affidavit and report of the inspector of election are available for inspection by any stockholder participating in the meeting by clicking on the registered stockholders list. These documents will also be filed as exhibits to the minutes of this meeting. Based on the secretary's report, we have a quorum, our 2026 Annual Meeting of Stockholders is duly convened. It is 9:35 A.M., the polls for voting on all matters are open. I will now review the four matters to be voted on at this annual meeting. Note that our Board of Directors has recommended a vote for approval for all matters on the ballot. The first matter of business is the election of the nine directors named in the proxy statement for a one-year term. A summary of their backgrounds, skills, and qualifications was included in the company's proxy statement. No other nominations were received as provided in our bylaws. Are there any questions or comments on the proposal to elect directors? Seeing none, we'll move to the second proposal. The second item of business is the ratification of the appointment of EY as the company's independent registered public accounting firm for 2026. Are there any questions or comments on the second proposal? Seeing none, we'll move to the third proposal. The third proposal is the approval on a non-binding advisory basis, the compensation of the company's named executive officers. Are there any questions or comments on the third proposal? Seeing none, we'll move to the fourth proposal. The final proposal is the approval of an amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan. Are there any questions or comments on the fourth proposal? Seeing none, I encourage anyone who has not voted to do so. There are no other matters to be voted on at this meeting. It's 9:37 A.M., I now declare that the polls are closed. Will the secretary give a report on the voting? Based on the preliminary report provided by the Inspector of Election, I am pleased to report that all nominees for director received a majority of the total votes cast in favor of their election, with each nominee receiving at least 92% of the total votes cast in favor of the nominee's election. Stockholders ratified the selection of EY as the company's independent registered public accountants for 2026, with 33,873,623 votes cast in favor of the proposal, which represents approximately 99% of the votes cast. Stockholders approved the proposed compensation of the company's named executive officers with 29,750,821 votes cast in favor of the proposal, which represents approximately 92% of the votes cast. Stockholders approved the amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan with 26,549,028 votes cast in favor of the proposal, which represents approximately 83% of the votes cast. Thank you for the preliminary report. The Inspector of Election's final report concerning the votes received on each proposal will be attached to the minutes of this meeting. At this time, we've concluded all business to be conducted at this meeting. We'll now open the floor for questions. As a reminder, if you have questions, please submit them using the Ask a Question feature on the meeting page. Given that there are no questions or further business, I'd like to thank our stockholders for their continued confidence in us. I also want to thank our directors for their leadership, wise counsel, and exemplary service. I now declare the 2026 Annual Meeting of Stockholders of PRA Group, Inc. adjourned. Thank you. The meeting has now concluded. Thank you for your participation. You may now disconnect

Speaker 2: Good morning. My name is Steve Fredrickson, and I'm the Executive Chair of the Board of Directors of PRA Group, Inc. It's my pleasure to welcome you to our 2026 Annual Meeting of Stockholders, which is being held virtually. I will chair today's meeting, and LaTisha Tarrant will serve as secretary for the meeting. Let me first address a couple of administrative matters related to the meeting. All stockholders entitled to vote at today's meeting can do so online. Any stockholder entitled to vote who has not voted or who wants to change a previously cast vote can do so via the website used to access this meeting with their control number. During the meeting, we will respond to questions from stockholders that relate to the annual meeting itself, including proposals being considered. Good morning. good morning My name is Steve Fredrickson, and I'm the Executive Chair of the Board of Directors of PRA Group, Inc. It's my pleasure to welcome you to our 2026 Annual Meeting of Stockholders, which is being held virtually. my name is steve fredrickson and i'm the executive chair of the board of directors of pra group inc it's my pleasure to welcome you to our 2026 annual meeting of stockholders which is being held virtually I will chair today's meeting, and LaTisha Tarrant will serve as secretary for the meeting. i will chair today's meeting and latisha tarrant will serve as secretary for the meeting Let me first address a couple of administrative matters related to the meeting. let me first address a couple of administrative matters related to the meeting All stockholders entitled to vote at today's meeting can do so online. all stockholders entitled to vote at today's meeting can do so online Any stockholder entitled to vote who has not voted or who wants to change a previously cast vote can do so via the website used to access this meeting with their control number. any stockholder entitled to vote who has not voted or who wants to change a previously cast vote can do so via the website used to access this meeting with their control number During the meeting, we will respond to questions from stockholders that relate to the annual meeting itself, including proposals being considered. during the meeting we will respond to questions from stockholders that relate to the annual meeting itself including proposals being considered Management will respond to questions that do not relate to the annual meeting during the question and answer period at the end of the meeting. If you have a question, please use the Ask a Question feature on the meeting page. I would now like to introduce our directors who are participating in the meeting virtually. Adrian Butler. Marjorie Connelly, Chair of our Audit Committee. Dame Jayne-Anne Gadhia. Geir Olsen. Brett Paschke, Chair of our Compensation Committee. Martin Sjolund, our President and Chief Executive Officer. Lance Weaver, our Lead Independent Director and Chair of our Nominating & Corporate Governance Committee. Here with me in person is Scott Tabakin, Chair of our Risk Committee. Before we begin our formal agenda, I'd like to recognize Peggy Turner, who is retiring from the board. Management will respond to questions that do not relate to the annual meeting during the question and answer period at the end of the meeting. management will respond to questions that do not relate to the annual meeting during the question and answer period at the end of the meeting If you have a question, please use the Ask a Question feature on the meeting page. if you have a question please use the ask a question feature on the meeting page I would now like to introduce our directors who are participating in the meeting virtually. i would now like to introduce our directors who are participating in the meeting virtually Adrian Butler. adrian butler Marjorie Connelly, Chair of our Audit Committee. marjorie connelly chair of our audit committee Dame Jayne-Anne Gadhia. dame jayne-anne gadhia Geir Olsen. geir olsen Brett Paschke, Chair of our Compensation Committee. brett paschke chair of our compensation committee Martin Sjolund, our President and Chief Executive Officer. martin sjolund our president and chief executive officer Lance Weaver, our Lead Independent Director and Chair of our Nominating & Corporate Governance Committee. lance weaver our lead independent director and chair of our nominating & corporate governance committee Here with me in person is Scott Tabakin, Chair of our Risk Committee. here with me in person is scott tabakin chair of our risk committee Before we begin our formal agenda, I'd like to recognize Peggy Turner, who is retiring from the board. before we begin our formal agenda i'd like to recognize peggy turner who is retiring from the board Peggy joined our board in 2021 and served on the board's Nominating & Corporate Governance and Risk committees. The board and the company benefited from her balanced counsel, thoughtful leadership approach, and invaluable insights on key matters gained from decades of experience in senior leadership roles. We express our sincere appreciation to Peggy for her contributions and wish her all the best in the future. Note that Ernst & Young LLP, our independent registered public accounting firm, is represented at today's meeting by Joe Longo and Madeline Pospichil, who will be available to answer questions during the question and answer period at the conclusion of the meeting. I'll now call our 2026 annual meeting to order. Ms. Tarrant will report on the validity of this meeting and also provide instructions concerning voting. Peggy joined our board in 2021 and served on the board's Nominating & Corporate Governance and Risk committees. peggy joined our board in 2021 and served on the board's nominating & corporate governance and risk committees The board and the company benefited from her balanced counsel, thoughtful leadership approach, and invaluable insights on key matters gained from decades of experience in senior leadership roles. the board and the company benefited from her balanced counsel thoughtful leadership approach and invaluable insights on key matters gained from decades of experience in senior leadership roles We express our sincere appreciation to Peggy for her contributions and wish her all the best in the future. we express our sincere appreciation to peggy for her contributions and wish her all the best in the future Note that Ernst & Young LLP, our independent registered public accounting firm, is represented at today's meeting by Joe Longo and Madeline Pospichil, who will be available to answer questions during the question and answer period at the conclusion of the meeting. note that ernst & young llp our independent registered public accounting firm is represented at today's meeting by joe longo and madeline pospichil who will be available to answer questions during the question and answer period at the conclusion of the meeting I'll now call our 2026 annual meeting to order. i'll now call our 2026 annual meeting to order Ms. Tarrant will report on the validity of this meeting and also provide instructions concerning voting. ms tarrant will report on the validity of this meeting and also provide instructions concerning voting

Speaker 1: Our Board of Directors fixed the close of business on April 20, 2026, as the record date for the determination of stockholders who were entitled to notice of and to vote at this meeting. The board appointed Broadridge Financial Solutions, Inc. as the inspector of the election. Mr. Rate is representing Broadridge and took the oath of inspector prior to the meeting. Broadridge has provided an affidavit that states that the notice of internet availability of proxy materials was mailed beginning April 30, 2026, to all record stockholders as of the record date. Based on the preliminary report of the inspector of election, approximately 38,140,888 shares of the company's common stock were issued and outstanding as of the record date. Our Board of Directors fixed the close of business on April 20, 2026, as the record date for the determination of stockholders who were entitled to notice of and to vote at this meeting. our board of directors fixed the close of business on april 20 2026 as the record date for the determination of stockholders who were entitled to notice of and to vote at this meeting The board appointed Broadridge Financial Solutions, Inc. as the inspector of the election. the board appointed broadridge financial solutions inc as the inspector of the election Mr. Rate is representing Broadridge and took the oath of inspector prior to the meeting. mr rate is representing broadridge and took the oath of inspector prior to the meeting Broadridge has provided an affidavit that states that the notice of internet availability of proxy materials was mailed beginning April 30, 2026, to all record stockholders as of the record date. broadridge has provided an affidavit that states that the notice of internet availability of proxy materials was mailed beginning april 30 2026 to all record stockholders as of the record date Based on the preliminary report of the inspector of election, approximately 38,140,888 shares of the company's common stock were issued and outstanding as of the record date. based on the preliminary report of the inspector of election approximately 38,140,888 shares of the company's common stock were issued and outstanding as of the record date We have present at this meeting, either in person or by proxy, at least 34,028,798 shares, which constitute approximately 89% of the votes entitled to be cast at this meeting and a quorum for the conduct of business. A certified list of stockholders entitled to vote at this meeting and the oath affidavit and report of the inspector of election are available for inspection by any stockholder participating in the meeting by clicking on the registered stockholders list. These documents will also be filed as exhibits to the minutes of this meeting. We have present at this meeting, either in person or by proxy, at least 34,028,798 shares, which constitute approximately 89% of the votes entitled to be cast at this meeting and a quorum for the conduct of business. we have present at this meeting either in person or by proxy at least 34,028,798 shares which constitute approximately 89% of the votes entitled to be cast at this meeting and a quorum for the conduct of business A certified list of stockholders entitled to vote at this meeting and the oath affidavit and report of the inspector of election are available for inspection by any stockholder participating in the meeting by clicking on the registered stockholders list. a certified list of stockholders entitled to vote at this meeting and the oath affidavit and report of the inspector of election are available for inspection by any stockholder participating in the meeting by clicking on the registered stockholders list These documents will also be filed as exhibits to the minutes of this meeting. these documents will also be filed as exhibits to the minutes of this meeting

Speaker 2: Based on the secretary's report, we have a quorum, our 2026 Annual Meeting of Stockholders is duly convened. It is 9:35 A.M., the polls for voting on all matters are open. I will now review the four matters to be voted on at this annual meeting. Note that our Board of Directors has recommended a vote for approval for all matters on the ballot. The first matter of business is the election of the nine directors named in the proxy statement for a one-year term. A summary of their backgrounds, skills, and qualifications was included in the company's proxy statement. No other nominations were received as provided in our bylaws. Are there any questions or comments on the proposal to elect directors? Seeing none, we'll move to the second proposal. Based on the secretary's report, we have a quorum, our 2026 Annual Meeting of Stockholders is duly convened. based on the secretary's report we have a quorum our 2026 annual meeting of stockholders is duly convened It is 9:35 A.M., the polls for voting on all matters are open. it is 9:35 a.m the polls for voting on all matters are open I will now review the four matters to be voted on at this annual meeting. i will now review the four matters to be voted on at this annual meeting Note that our Board of Directors has recommended a vote for approval for all matters on the ballot. note that our board of directors has recommended a vote for approval for all matters on the ballot The first matter of business is the election of the nine directors named in the proxy statement for a one-year term. the first matter of business is the election of the nine directors named in the proxy statement for a one-year term A summary of their backgrounds, skills, and qualifications was included in the company's proxy statement. a summary of their backgrounds skills and qualifications was included in the company's proxy statement No other nominations were received as provided in our bylaws. no other nominations were received as provided in our bylaws Are there any questions or comments on the proposal to elect directors? are there any questions or comments on the proposal to elect directors Seeing none, we'll move to the second proposal. seeing none we'll move to the second proposal The second item of business is the ratification of the appointment of EY as the company's independent registered public accounting firm for 2026. Are there any questions or comments on the second proposal? Seeing none, we'll move to the third proposal. The third proposal is the approval on a non-binding advisory basis, the compensation of the company's named executive officers. Are there any questions or comments on the third proposal? Seeing none, we'll move to the fourth proposal. The final proposal is the approval of an amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan. Are there any questions or comments on the fourth proposal? Seeing none, I encourage anyone who has not voted to do so. There are no other matters to be voted on at this meeting. It's 9:37 A.M., I now declare that the polls are closed. The second item of business is the ratification of the appointment of EY as the company's independent registered public accounting firm for 2026. the second item of business is the ratification of the appointment of ey as the company's independent registered public accounting firm for 2026 Are there any questions or comments on the second proposal? are there any questions or comments on the second proposal Seeing none, we'll move to the third proposal. seeing none we'll move to the third proposal The third proposal is the approval on a non-binding advisory basis, the compensation of the company's named executive officers. the third proposal is the approval on a non-binding advisory basis the compensation of the company's named executive officers Are there any questions or comments on the third proposal? are there any questions or comments on the third proposal Seeing none, we'll move to the fourth proposal. seeing none we'll move to the fourth proposal The final proposal is the approval of an amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan. the final proposal is the approval of an amendment to increase the share authorization under the company's 2022 omnibus incentive plan Are there any questions or comments on the fourth proposal? are there any questions or comments on the fourth proposal Seeing none, I encourage anyone who has not voted to do so. seeing none i encourage anyone who has not voted to do so There are no other matters to be voted on at this meeting. there are no other matters to be voted on at this meeting It's 9:37 A.M., I now declare that the polls are closed. it's 9:37 a.m i now declare that the polls are closed Will the secretary give a report on the voting? Will the secretary give a report on the voting? will the secretary give a report on the voting

Speaker 1: Based on the preliminary report provided by the Inspector of Election, I am pleased to report that all nominees for director received a majority of the total votes cast in favor of their election, with each nominee receiving at least 92% of the total votes cast in favor of the nominee's election. Stockholders ratified the selection of EY as the company's independent registered public accountants for 2026, with 33,873,623 votes cast in favor of the proposal, which represents approximately 99% of the votes cast. Based on the preliminary report provided by the Inspector of Election, I am pleased to report that all nominees for director received a majority of the total votes cast in favor of their election, with each nominee receiving at least 92% of the total votes cast in favor of the nominee's election. based on the preliminary report provided by the inspector of election i am pleased to report that all nominees for director received a majority of the total votes cast in favor of their election with each nominee receiving at least 92% of the total votes cast in favor of the nominee's election Stockholders ratified the selection of EY as the company's independent registered public accountants for 2026, with 33,873,623 votes cast in favor of the proposal, which represents approximately 99% of the votes cast. stockholders ratified the selection of ey as the company's independent registered public accountants for 2026 with 33,873,623 votes cast in favor of the proposal which represents approximately 99% of the votes cast Stockholders approved the proposed compensation of the company's named executive officers with 29,750,821 votes cast in favor of the proposal, which represents approximately 92% of the votes cast. Stockholders approved the amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan with 26,549,028 votes cast in favor of the proposal, which represents approximately 83% of the votes cast. Stockholders approved the proposed compensation of the company's named executive officers with 29,750,821 votes cast in favor of the proposal, which represents approximately 92% of the votes cast. stockholders approved the proposed compensation of the company's named executive officers with 29,750,821 votes cast in favor of the proposal which represents approximately 92% of the votes cast Stockholders approved the amendment to increase the share authorization under the company's 2022 Omnibus Incentive Plan with 26,549,028 votes cast in favor of the proposal, which represents approximately 83% of the votes cast. stockholders approved the amendment to increase the share authorization under the company's 2022 omnibus incentive plan with 26,549,028 votes cast in favor of the proposal which represents approximately 83% of the votes cast

Speaker 2: Thank you for the preliminary report. The Inspector of Election's final report concerning the votes received on each proposal will be attached to the minutes of this meeting. At this time, we've concluded all business to be conducted at this meeting. We'll now open the floor for questions. As a reminder, if you have questions, please submit them using the Ask a Question feature on the meeting page. Given that there are no questions or further business, I'd like to thank our stockholders for their continued confidence in us. I also want to thank our directors for their leadership, wise counsel, and exemplary service. I now declare the 2026 Annual Meeting of Stockholders of PRA Group, Inc. adjourned. Thank you. Thank you for the preliminary report. thank you for the preliminary report The Inspector of Election's final report concerning the votes received on each proposal will be attached to the minutes of this meeting. the inspector of election's final report concerning the votes received on each proposal will be attached to the minutes of this meeting At this time, we've concluded all business to be conducted at this meeting. at this time we've concluded all business to be conducted at this meeting We'll now open the floor for questions. we'll now open the floor for questions As a reminder, if you have questions, please submit them using the Ask a Question feature on the meeting page. as a reminder if you have questions please submit them using the ask a question feature on the meeting page Given that there are no questions or further business, I'd like to thank our stockholders for their continued confidence in us. given that there are no questions or further business i'd like to thank our stockholders for their continued confidence in us I also want to thank our directors for their leadership, wise counsel, and exemplary service. i also want to thank our directors for their leadership wise counsel and exemplary service I now declare the 2026 Annual Meeting of Stockholders of PRA Group, Inc. adjourned. i now declare the 2026 annual meeting of stockholders of pra group inc adjourned Thank you. thank you

Speaker 1: The meeting has now concluded. Thank you for your participation. You may now disconnect The meeting has now concluded. the meeting has now concluded Thank you for your participation. thank you for your participation You may now disconnect you may now disconnect