PRA Group (PRAA) Form 4: Routine RSU Grant Boosts Director’s Stake

Rhea-AI Filing Summary

PRA Group, Inc. (PRAA) – Form 4 insider transaction filed 20-Jun-2025

Director Jayne-Anne Gadhia reported two equity movements dated 17-Jun-2025:

• Tax withholding (Code F): 2,283 common shares were automatically withheld at $14.71 per share to satisfy taxes on vesting restricted stock units (RSUs). Following this disposition, the director held 5,326 shares.
• Annual director retainer grant (Code A): 10,741 RSUs were awarded at no cost under the 2022 Omnibus Incentive Plan. These RSUs vest in full on 17-Jun-2026, contingent on continued board service. Post-grant, total direct beneficial ownership increased to 16,067 shares.

No derivative securities, open-market buys, or sales outside the tax withholding were reported. The filing does not include earnings data or broader operational details; it is limited to routine board compensation and associated tax settlement.

For investors, the activity is largely administrative: the grant aligns director incentives with shareholder value, while the share withholding does not reflect discretionary selling. Overall financial impact on PRAA is negligible given the small share quantities compared with total shares outstanding.

Positive

• Alignment of interests: Director receives 10,741 RSUs, increasing equity stake and linking compensation to shareholder returns.

Negative

• Share disposition: 2,283 shares sold (withheld) to cover taxes, slightly reducing immediately tradable float, but largely mechanical.

Insights

Corporate Governance Expert

TL;DR – Routine director RSU grant; tax-related share withholding; negligible governance impact.

The filing shows standard board compensation practice: annual equity awarded to maintain alignment with owners. The one-year vesting encourages short-term retention but offers limited long-term lock-in. The tax withholding disposition is mechanical and does not indicate bearish sentiment. No signs of unusual hedging, early vesting, or derivative use. From a governance lens, the transaction is neutral—it neither signals strategic conviction nor raises red flags.

Sell-Side Financial Analyst

TL;DR – Small, non-cash RSU grant; insignificant to stock supply or valuation.

The acquisition of 10.7k RSUs represents less than 0.03% of PRAA’s ~39 m shares outstanding, so dilution is immaterial. The withheld 2.3k shares (≈$34k) is minor relative to average daily volume. There is no discretionary buying, therefore no positive signaling effect, but equally the sale is non-indicative. I classify the filing as neutral for valuation and near-term price action.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gadhia Jayne-Anne

(Last) (First) (Middle)

120 CORPORATE BOULEVARD

(Street)

NORFOLK VA 23502

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRA GROUP INC [ PRAA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2025	06/17/2025	F		2,283(1)	D	$14.71	5,326	D
Common Stock	06/17/2025	06/17/2025	A		10,741(2)	A	$0	16,067	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to cover tax liability associated with the vesting of restricted stock units.

2. Director retainer grant awarded annually in the form of restricted stock units ("RSUs") pursuant to the Issuer's 2022 Omnibus Incentive Plan. The RSUs will vest fully on June 17, 2026, provided that the Reporting Person is a director of the Issuer on the vesting date.

Remarks:

	/s/ Christina Branch, Attorney-In-Fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many PRAA shares did Director Jayne-Anne Gadhia acquire on 17-Jun-2025?

She received 10,741 restricted stock units as her annual director retainer grant.

What is the vesting schedule for the newly granted RSUs to PRAA's director?

The RSUs vest fully on 17-Jun-2026, provided she remains a director on that date.

Did the insider sell PRAA shares on the open market?

No. The only disposition was 2,283 shares withheld for taxes; there were no open-market sales.

What is the director's total PRAA shareholding after the reported transactions?

Post-transactions, she directly owns 16,067 PRAA shares.

Does this Form 4 indicate any material impact on PRA Group's financials?

No. The transaction involves routine board compensation and has no material effect on PRAA’s financial statements.