8.25% note sale at Jefferson Capital (JCAP) to repay part of its credit line

Q: What debt transaction did Jefferson Capital (JCAP) announce on August 18, 2026?

Jefferson Capital announced a private add-on offering of $100 million aggregate principal amount of 8.250% senior notes due 2030 through its indirect wholly owned subsidiary, Jefferson Capital Holdings, LLC, under an existing Indenture governing $500 million of similar notes.

Q: What are the key terms of Jefferson Capital’s new senior notes due 2030?

The Add-On Notes total $100 million in aggregate principal amount, carry an interest rate of 8.250%, and mature in 2030. They are senior unsecured obligations, initially fully and unconditionally guaranteed by certain wholly owned domestic restricted subsidiaries of the issuer.

Q: Who can buy Jefferson Capital (JCAP) 8.250% senior notes due 2030 in this offering?

The notes are being sold in a private offering only to persons reasonably believed to be qualified institutional buyers and to certain non‑U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

Q: Are Jefferson Capital’s new $100 million senior notes registered with the SEC?

No. The notes and related guarantees have not been registered under the Securities Act or state securities laws and may only be offered or sold in the United States pursuant to an applicable registration exemption or in transactions not subject to registration requirements.

Q: When is Jefferson Capital’s $100 million senior notes offering expected to close?

The offering of $100 million of 8.250% senior notes due 2030 is expected to close on August 20, 2026, subject to customary closing conditions applicable to similar private debt offerings.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Jefferson Capital, Inc. (JCAP) disclosed that its indirect wholly owned subsidiary, Jefferson Capital Holdings, LLC, is issuing a private add-on offering of $100 million aggregate principal amount of 8.250% senior notes due 2030. These Add-On Notes will be issued under the same Indenture dated May 2, 2025, as the previously issued $500 million of 8.250% senior notes due 2030, ranking as senior unsecured obligations.

The Add-On Notes will initially be fully and unconditionally guaranteed on a senior unsecured basis by certain wholly owned domestic restricted subsidiaries. Jefferson Capital Holdings intends to use the net proceeds primarily to repay borrowings under its revolving credit facility, with any remainder for general corporate purposes, and may later reborrow under the revolver to purchase portfolios and fund acquisitions.

The notes are being sold in a private offering only to persons reasonably believed to be qualified institutional buyers and to non‑U.S. persons under Regulation S. They have not been registered under the Securities Act and may only be resold pursuant to an exemption. The offering is expected to close on August 20, 2026, subject to customary closing conditions.

Positive

Subsidiary plans to refinance revolver borrowings with $100 million long-term 8.250% senior notes due 2030, potentially improving liquidity and extending debt maturities.
Net proceeds are earmarked for revolving credit facility repayment and general corporate purposes, giving flexibility to fund portfolio purchases and acquisitions.

Negative

Total long-term debt increases by issuing an additional $100 million of 8.250% senior notes due 2030, adding fixed interest obligations.
New notes are senior unsecured, which may increase overall leverage without adding collateral support.

Insights

Analyzing...

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Add-On Notes Offering Size: $100 million Coupon Rate: 8.250% Existing Notes Outstanding: $500 million +2 more

5 metrics

Add-On Notes Offering Size $100 million Aggregate principal amount of additional 8.250% senior notes due 2030

Coupon Rate 8.250% Interest rate on senior notes due 2030

Existing Notes Outstanding $500 million Aggregate principal amount of previously issued 8.250% senior notes due 2030

Expected Closing Date August 20, 2026 Anticipated closing of the $100 million Add-On Notes offering

Maturity Year 2030 Maturity of both Existing Notes and Add-On Notes

Key Terms

senior notes, Indenture, qualified institutional buyers, Regulation S, +1 more

5 terms

senior notes financial

"an offering of $100 million in aggregate principal amount of senior notes due 2030"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"additional notes under the Indenture, dated as of May 2, 2025"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

qualified institutional buyers financial

"Notes are being offered only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation S financial

"persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

revolving credit facility financial

"repay a portion of the borrowings currently outstanding under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

FAQ

What debt transaction did Jefferson Capital (JCAP) announce on August 18, 2026?

Jefferson Capital announced a private add-on offering of $100 million aggregate principal amount of 8.250% senior notes due 2030 through its indirect wholly owned subsidiary, Jefferson Capital Holdings, LLC, under an existing Indenture governing $500 million of similar notes.

How will Jefferson Capital (JCAP) use the proceeds from the new $100 million senior notes?

Jefferson Capital’s subsidiary intends to use net proceeds to repay a portion of borrowings under its revolving credit facility, with any remaining amount for general corporate purposes, and may later reborrow under the revolver to purchase portfolios and fund acquisitions.

What are the key terms of Jefferson Capital’s new senior notes due 2030?

The Add-On Notes total $100 million in aggregate principal amount, carry an interest rate of 8.250%, and mature in 2030. They are senior unsecured obligations, initially fully and unconditionally guaranteed by certain wholly owned domestic restricted subsidiaries of the issuer.

Who can buy Jefferson Capital (JCAP) 8.250% senior notes due 2030 in this offering?

The notes are being sold in a private offering only to persons reasonably believed to be qualified institutional buyers and to certain non‑U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

Are Jefferson Capital’s new $100 million senior notes registered with the SEC?

No. The notes and related guarantees have not been registered under the Securities Act or state securities laws and may only be offered or sold in the United States pursuant to an applicable registration exemption or in transactions not subject to registration requirements.

When is Jefferson Capital’s $100 million senior notes offering expected to close?

The offering of $100 million of 8.250% senior notes due 2030 is expected to close on August 20, 2026, subject to customary closing conditions applicable to similar private debt offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 04:02 PM Accepted by SEC EDGAR 08/18/2026 - 04:01 PM

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

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

August 18, 2026

Date of Report

(Date of earliest event reported)

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

001-42718

(Commission File Number)

33-1923926

(I.R.S. Employer

Identification No.)

600 SOUTH HIGHWAY 169, SUITE 1575,

MINNEAPOLIS, Minnesota 55426

(Address of principal executive offices)

55426

(Zip Code)

Registrant’s telephone number, including area code: (320) 229-8505

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.0001 par value per share	JCAP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On August 18, 2026, Jefferson Capital, Inc. (the “Company”) issued a press release regarding the proposed offering by its indirect wholly-owned subsidiary, Jefferson Capital Holdings, LLC (the “Issuer”), of $100 million aggregate principal amount of 8.250% senior notes due 2030 (the “Add-On Notes”). The Add-On Notes are proposed to be issued as additional notes under the Indenture, dated as of May 2, 2025, pursuant to which the Issuer previously issued $500 million in aggregate principal amount of 8.250% senior notes due 2030 (the “Existing Notes” and, together with the Add-On Notes, the “Notes”). A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

On August 18, 2026, the Company issued a press release regarding the pricing of the proposed offering of the Add-On Notes described above. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is provided solely for informational purposes and does not constitute an offer of securities for sale or a solicitation of an offer to buy securities. No offer or sale of the Add-On Notes will be made in any jurisdiction in which such offer, solicitation or sale is unlawful. The Add-On Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K , including Exhibit 99.1 and Exhibit 99.2, contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit 99.1 shall be deemed to be furnished, and not filed:

Exhibit Number		Description

99.1		Press release, issued on August 18, 2026.**

99.2		Press release, issued on August 18, 2026.**

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Jefferson Capital, Inc.

Date: August 18, 2026
	By:	/s/ Christo Realov
	Name:	Christo Realov
	Title:	Chief Financial Officer

Exhibit 99.1

Jefferson Capital Announces Proposed Private Offering of Senior Notes

MINNEAPOLIS, Aug. 18, 2026 (GLOBE NEWSWIRE) - -- Jefferson Capital, Inc. (NASDAQ: JCAP) (“Jefferson Capital”), announced today the launch of an offering (the “Offering”) of $100 million in aggregate principal amount of senior notes due 2030 (the “Add-On Notes”) by Jefferson Capital Holdings, LLC (the “Issuer”), its indirect wholly-owned subsidiary. The Add-On Notes will be initially fully and unconditionally guaranteed on a senior unsecured basis by certain of the Issuer’s wholly-owned domestic restricted subsidiaries. The Add-On Notes are being offered as additional notes under the Indenture, dated as of May 2, 2025, pursuant to which the Issuer previously issued $500 million in aggregate principal amount of 8.250% senior notes due 2030 (the “Existing Notes” and, together with the Add-On Notes, the “Notes”).

The Issuer intends to use the net proceeds from the Offering (i) to repay a portion of the borrowings currently outstanding under its revolving credit facility and (ii) the remainder, if any, for general corporate purposes. The Issuer may in the future reborrow amounts under its revolving credit facility to, among other things, purchase portfolios and fund acquisitions.

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This press release is for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, all statements other than statements of historical or current facts contained in this press release, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures, capital allocation and debt service obligations, and the anticipated impact on our business. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Relations

IR@jcap.com

Media Relations

Doug.Donsky@icrinc.com

Exhibit 99.2

Jefferson Capital Announces Pricing of $100 Million of Senior Notes due 2030

MINNEAPOLIS, Aug. 18, 2026 (GLOBE NEWSWIRE) -- Jefferson Capital, Inc. (NASDAQ: JCAP) (“Jefferson Capital”), announced today the pricing of an offering (the “Offering”) of $100 million aggregate principal amount of 8.250% senior notes due 2030 (the “Add-On Notes”) by Jefferson Capital Holdings, LLC (the “Issuer”), its indirect wholly-owned subsidiary. The Add-On Notes will initially be fully and unconditionally guaranteed on a senior unsecured basis by certain of the Issuer’s wholly-owned domestic restricted subsidiaries. The Add-On Notes are being offered as additional notes under the Indenture, dated as of May 2, 2025, pursuant to which the Issuer previously issued $500 million in aggregate principal amount of 8.250% senior notes due 2030 (the “Existing Notes” and, together with the Add-On Notes, the “Notes”).

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.