Jernigan Capital SEC Filings

J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. reported that on August 22, 2025 they contributed 13,492,856 and 30,228,952 shares of Jefferson Capital, Inc. (JCAP) common stock, respectively, to JCF IV JCAP Holding L.P. for no consideration as part of an internal reorganization. The contributed shares are subject to an underwriter lock-up tied to the issuer's recent initial public offering. The reporting persons state the reorganization involved no purchase or sale for value and file this Form 4 to show they are no longer beneficial owners of the reported shares. Affiliates of JCF IV JCAP Holding L.P. will separately file a Form 3.

Jefferson Capital, Inc. reported results and disclosures for the quarter ended June 30, 2025, highlighting portfolio acquisitions, funding commitments and governance structure. The company completed an IPO at $15.00 per share and had 58,266,307 shares issued and outstanding as of June 30, 2025, with IPO investors owning 17.8% and the JCF Stockholders retaining 67.6% of outstanding common stock. Jefferson purchased large receivable portfolios (face value $4,517.0 million) for $300.5 million (6.7% of face), and completed the Conn's Portfolio Purchase funded with $244.9 million in cash, which generated $54.7 million of portfolio revenue, $6.8 million of servicing revenue and $42.8 million of net operating income related to the portfolio during the period. The company reported strong collection performance, established a non-credit discount of $89.3 million at purchase, accrued an $8.6 million Canaccede Exit Incentive Payment liability, and disclosed significant leverage and multiple debt facilities including 6.000% notes due 2026 and 9.500% notes due 2029.

Jefferson Capital, Inc. (JCAP) – Form 4 insider transaction filed 07/01/2025.

Investment vehicles managed by J.C. Flowers & Co. – principally J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. – each a 10 % beneficial owner of JCAP, reported open-market sales on 06/27/2025 of a combined 8,708,911 common shares at $15.00 per share, an aggregate value of roughly $131 million.

• J.C. Flowers IV L.P. sold 2,687,631 shares and now holds 13,492,856 shares indirectly.
• JCF IV Coinvest JCAP L.P. sold 6,021,280 shares and now holds 30,228,952 shares indirectly.

The filing re-states the ownership chain: both funds are controlled by JCF Associates IV L.P., whose general partner is JCF Associates IV Ltd., ultimately controlled by founder J. Christopher Flowers. The groups disclaim beneficial ownership except for their pecuniary interest.

Investment take-away: A large holder reduced its stake by roughly 22 % (8.7 M shares) but still retains ~43.7 M shares. While no reason for the sale is provided, the scale and timing may signal profit-taking or portfolio rebalancing, potentially adding selling pressure and raising questions about future ownership intentions.