Jefferson Capital, Inc. / DE SEC Filings

Jefferson Capital, Inc. proposes a shelf registration to offer up to $100,000,000 of various securities and discloses that certain Selling Stockholders may offer up to 32,721,807 shares of common stock from time to time, subject to prospectus supplements. The prospectus is a general description of securities that may be sold in multiple offerings and states the company will not receive proceeds from sales by the Selling Stockholders.

The registration covers multiple security types including common stock, preferred stock, debt securities, warrants, purchase contracts and units. Each offering will be described in a prospectus supplement with amounts, prices, terms and distribution methods; supplements may add, update or change information in this prospectus.

Jefferson Capital, Inc. reported results of its annual stockholder meeting held on June 5, 2026. A total of 58,380,442 common shares were represented, equal to approximately 94.60% of shares outstanding as of the April 10, 2026 record date, indicating very high participation.

Stockholders elected Class I directors David Burton, Thomas Harding, and Thomas Lydon, Jr. to terms ending at the 2029 annual meeting. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 58,327,463 votes for, 52,556 against, and 423 abstentions. No other items were submitted for approval.

Wellington Management group files Schedule 13G reporting shared voting and dispositive power in Jefferson Capital, Inc. common stock. The filing shows shared voting power of 2,945,466 shares and shared dispositive power of 3,270,966 shares, representing 5.91% of the class as reported. The disclosure lists the related Wellington entities that collectively hold these interests and states the securities are owned of record by clients of the Wellington Investment Advisers. Signatures are dated 05/15/2026.

Jefferson Capital, Inc. reported Q1 2026 total revenues of $176,439k, up from $154,943k a year earlier, driven mainly by higher portfolio revenue. Net operating income declined to $80,185k from $89,266k as servicing and salary expenses increased.

Net income fell to $37,634k from $64,227k, translating into basic and diluted EPS of $0.61. Total assets were $2,084,105k and notes payable, net, were $1,433,321k with a 7.76% weighted-average interest rate, reflecting a highly levered balance sheet typical for this business model.

Operating cash flow was $39,640k, funding $149,705k of portfolio purchases and supporting a share repurchase of $58,912k plus dividends of $14,805k at $0.24 per share. Subsequently, the revolving credit facility was upsized to $1.150B and another $0.24 dividend per share was declared.

Jefferson Capital, Inc. reported mixed first quarter 2026 results with higher revenue but lower profit versus a year earlier. Total revenues rose to $176.4M from $154.9M, driven by record quarterly collections of $309.9M, up 18.8% year over year.

Despite this growth, net income declined to $37.6M from $64.2M, and diluted EPS was $0.61. Adjusted net income was $44.9M with adjusted EPS of $0.73, both below the prior-year quarter.

Estimated remaining collections increased 18.2% to $3.36B, and the leverage ratio improved to 1.79x from 2.17x. The board declared a quarterly cash dividend of $0.24 per share and expanded revolving credit commitments by $150M to $1.15B, with capacity for further increases.

Jefferson Capital, Inc. reporting persons led by J. Christopher Flowers report beneficial ownership of 32,721,808 shares of Common Stock as of March 31, 2026. This equals 59.1% of the class based on 55,329,124 shares outstanding as of March 12, 2026.

The ownership is held directly by JCF IV JCAP Holding L.P. and reported jointly with related entities (JCF IV JCAP Holding GP LLC; JCF Associates IV L.P.; JCF Associates IV Ltd.) and J. Christopher Flowers, who controls the chain of entities. The filing states shared voting and dispositive power of 32,721,808 shares across the reporting group.

Jefferson Capital, Inc. entered into Amendment No. 8 to its Credit Agreement, increasing aggregate revolving credit commitments by $150,000,000 from $1,000,000,000 to $1,150,000,000.

The amendment also raises the maximum cap on future incremental increases to $1,425,000,000, allowing additional potential increases of up to $275,000,000. Other than these changes to the revolving credit capacity, the underlying Credit Agreement remains unchanged in any material way.

Jefferson Capital, Inc. is asking stockholders to elect three Class I directors and ratify Deloitte & Touche LLP as independent auditor at its fully virtual 2026 annual meeting on June 5, 2026. The proxy details its classified board, controlled company status, executive pay and major stockholders.

Zellmann Mark Joseph reported acquisition or exercise transactions in this Form 4 filing.

Jefferson Capital executive Mark Joseph Zellmann, President US Business Lines, received two grants of stock options, each covering 12,500 shares of common stock. The Form 4 classifies these as compensation-related grants or awards rather than open-market purchases.

The reported transaction prices for the option grants are $20.13 and $34.13 per share, with both option series expiring on March 17, 2036. According to the footnote, the options vest in equal 1/5 installments each year, subject to Mr. Zellmann’s continued service through each vesting date.