Document

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of PRA Group, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) in compliance with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules promulgated thereunder by the Securities and Exchange Commission (“SEC”), including the Dodd-Frank Wall Street Reform and Consumer Protection Act implemented by the SEC, and the requirements of Nasdaq Stock Market (“Nasdaq”) Rule 5608. Each Covered Executive is required to sign and return to the Company, within 30 calendar days following the later of (i) the effective date of this Policy first set forth above or (ii) the date the individual becomes a Covered Executive, the acknowledgement form attached to this Policy pursuant to which such Covered Executive will agree to be bound by, and to abide by, the terms of this Policy (“Acknowledgement Form”). Unless otherwise defined in this Policy, capitalized terms shall have the meaning ascribed to such terms in Section 7.

Except as provided herein, the Company shall recover from each Covered Executive in a timeframe that is reasonable yet prompt the amount of such Covered Executive’s Erroneously-Awarded Compensation if the Company is required to prepare a Triggering Restatement.

Section 1 shall not apply to the extent that a majority of the independent members of the Board (or, if the Committee consists solely of independent directors at the time of such determination, then the Committee) determines that (x) the otherwise required recovery would be impracticable and (y) any of the following conditions is satisfied:

The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, that the Company makes a reasonable effort to attempt such recovery, documents such reasonable attempt and provides such documentation to Nasdaq.

Such recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of either Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations thereunder.

The Company shall not, directly or indirectly, indemnify any Covered Executive against losses incurred in connection with the recovery of Erroneously-Awarded Compensation, including through the payment of insurance premiums or gross-up payments.

The Committee shall administer this Policy and have full authority to accomplish this Policy’s purpose, including the authority to interpret and administer this Policy and to make any other determination and take any other action that the Committee deems necessary or appropriate to carry this Policy into effect and comply with the Nasdaq Rule 5608. Any determinations made by the Committee in administering this Policy shall be final and binding on all affected individuals. The Committee may delegate to officers of the Company the authority to enforce any recovery required under this Policy. Members of the Board, including members of the Committee, and officers of the Company to whom authority is delegated pursuant to this Section 5.1, shall not be personally liable for any actions, interpretations or determinations made in connection with enforcing this Policy, and shall be indemnified by the Company to the fullest extent permitted by applicable law in connection therewith.

In furtherance of the authority to administer this Policy under Section 5.1, and without limiting the generality of that authority, the Committee may require a Covered Executive to reimburse the Company’s expenses in recovering Erroneously-Awarded Compensation if, in the Committee’s determination, such Covered Executive did not reasonably cooperate with the Company to effect such recovery in a reasonably prompt manner.

Subject to applicable law, including Section 10D of the Exchange Act and Nasdaq Rule 5608, (i) the Committee may amend this Policy, including by terminating it, at any time and from time to time and (ii) this Policy shall automatically cease to be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.

If any Erroneously-Awarded Compensation is recoverable pursuant to this Policy, the Company shall provide written notice to the applicable Covered Executive specifying the amount of, and reason for, the recovery. The Committee shall determine, in its discretion, an appropriate manner in which any Erroneously-Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including by seeking repayment or by offsetting any payments of base salary or other compensation due under any compensation plan, program or arrangement maintained by the Company or any of its affiliates.

When any portion of a Covered Executive’s Incentive-Based Compensation that is being calculated for purposes of determining the amount of Erroneously-Awarded Compensation of such Covered Executive in connection with a Triggering Restatement is based on stock price or total shareholder return and therefore is not subject to mathematical recalculation directly from the information in such Triggering Restatement, then (i) the Committee shall determine the amount of such Erroneously-Awarded Compensation on the basis of a reasonable estimate of the effect of such Triggering Restatement on the stock price or total shareholder return upon which such Incentive-Based Compensation was received and (ii) the Company shall maintain documentation of such determination and provide the same to Nasdaq.

Incentive-Based Compensation shall be deemed received by a Covered Executive (including for purposes of Section 6) during the Company’s fiscal period during which the Financial Measure specified in the applicable Incentive-Based Compensation award (or portion thereof) is attained, even if the payment or grant of such Incentive-Based Compensation occurs before or after the end of such period.

Any applicable award agreement or other document setting forth the terms and conditions of any Covered Compensation shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy shall govern.

Any recovery under this Policy shall be in addition to any other remedies that may be available to the Company under any Company policy, applicable law or stock exchange rule, provided, however in no event shall the same compensation be subject to duplicative recoupment.

Notwithstanding anything to the contrary in this Policy or any predecessor hereof, Section 1 shall only apply with respect to Incentive-Based Compensation received by a Covered Executive on or after October 2, 2023. The predecessor policy hereto shall apply to the extent consistent with its terms to compensation received prior to such date.

“Covered Compensation” means, with respect to a Covered Executive in the event of a Triggering Restatement, Incentive-Based Compensation that is received by such Covered Executive at a time that fulfills each of the following three conditions: (i) such receipt occurs after beginning service as a Covered Executive (provided, that such Covered Executive served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation), (ii) such receipt occurs while the Company has a class of securities listed on a national securities exchange or a national securities association and (iii) such receipt occurs during the three completed fiscal years of the Company (and any transition period resulting from a change in the Company’s fiscal year within or immediately following such three completed fiscal years, with any transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprising a period of nine to 12 months being deemed a completed fiscal year) immediately preceding the Restatement Date, irrespective of if or when any restated financial statements are filed.

“Erroneously-Awarded Compensation” means, with respect to a Covered Executive, in the event of a Triggering Restatement, the amount (computed without regard to any taxes paid) of Covered Compensation received by such Covered Executive that exceeds the amount of Covered Compensation that would have been received by such Covered Executive had such

“Exempt Compensation” means compensation that is granted, vested or earned based solely on the occurrence or non-occurrence of non-financial events and includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Measures and compensation awarded solely at the discretion of the Committee or the Board, in each case, solely to the extent that any such amount is in no way contingent on the achievement of any Financial Measure.

“Financial Measure” means (i) a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) a measure that is derived wholly or in part from any such measure or (iii) a stock price or total shareholder return measure, and in each of cases (i) through (iii) need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission.

“Restatement Date” means the earlier of (i) the date that the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required concludes, or reasonably should have concluded, that the Company is required to prepare a Triggering Restatement and (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Triggering Restatement.

“Triggering Restatement” means an accounting restatement by the Company required due to the material non-compliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously-issued financial statements that is material to such statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the PRA Group, Inc. (the “Company”) Compensation Recovery Policy, as may be amended from time to time (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form have the meaning set forth in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy both during and after the undersigned’s employment with the Company and that the terms of the Policy are hereby incorporated by reference in any agreement, plan or arrangement providing for payment of Incentive Compensation to any Covered Executive. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning or repaying any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.


1. Recovery of Erroneously Awarded Compensation			3
2. Exceptions to Recovery Requirement			3
1.1. Excessive Expense			3
1.2. Tax Qualification			3
1.3. Compliance with Foreign Law			3
3. Exempt Compensation			3
4. Prohibition on Indemnification			3
5. Administration and Procedures			4
1.1. Committee Administration and Authority to Delegate			4
1.2. Cost of Recovery			4
1.3. Amendments			4
1.4. Notice; Procedures			5
1.5. Calculation of Erroneously-Awarded Compensation			5
1.6. Timing of Receipt			5
1.7. Implied Amendment of Award Agreements			5
1.8. No Preclusion of Other Remedies			6
1.1.1. Enforcement Against Heirs etc.			6
6. Transitional Provision			6
7. Definitions			6
1.1. Covered Compensation			6
1.2. Covered Executive			6
1.3. Erroneously-Awarded Compensation			6
1.4. Exchange Act			7
1.5. Exempt Compensation			7
1.6. Financial Measure			7
1.7. Incentive-Based Compensation			7
1.8. Restatement Date			7
1.9. Triggering Restatement			7