Jefferson Capital SEC Filings

Jefferson Capital, Inc. announced its financial results for the quarter ended September 30, 2025, and furnished the related press release via an Item 2.02 Form 8-K.

The press release is included as Exhibit 99.1 and is furnished, not filed, which means it is not subject to Section 18 liability and is not incorporated by reference unless specifically stated. The company’s common stock trades on the Nasdaq Global Select Market under the ticker JCAP.

Jefferson Capital, Inc. announced an agreement for its subsidiary to acquire certain Bluestem credit card assets for $302.8 million, including a revolving receivables portfolio where new draws have been suspended, plus related IP, records, bank accounts used for collections, and specified contracts. A $20.0 million escrow secures implementation obligations. At the June 30, 2025 cut-off date, the receivables had an aggregate face value of approximately $488.2 million. The company does not intend to pursue ongoing originations through the Bluestem platform, and no Bluestem retail operations are included.

Servicing will transition to CardWorks Servicing, LLC. Closing is subject to customary conditions, including HSR waiting period expiration, and is expected in the fourth quarter of 2025.

Separately, the company amended its credit facility: aggregate commitments increased by $175 million to $1.0 billion, interest margins were reduced by 50 basis points, non-use fees were trimmed with a 35 bps cap, credit spread adjustments were eliminated, and maturity was extended to October 27, 2030 with a springing maturity tied to existing senior notes. The amendment also adjusts permitted distributions, removes a minimum tangible net worth covenant, and updates audit/exam provisions.

Jefferson Capital, Inc. (JCAP) received an initial Form 3 disclosing that JCF IV JCAP Holding L.P. indirectly holds 43,721,808 shares of the issuer's common stock following an internal reorganization on 08/22/2025. The filing states that J.C. Flowers IV L.P. contributed 13,492,856 shares and JCF IV Coinvest JCAP L.P. contributed 30,228,952 shares to JCF IV JCAP Holding L.P. for no consideration.

The shares held by the holding entity are subject to a lock-up agreement with the underwriters from the issuer's recent IPO. JCF IV JCAP Holding GP LLC is the general partner of the holding limited partnership, and J. Christopher Flowers is identified as the ultimate controller of the related entities. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.

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.