Form 3: JCF IV Consolidates 43.7M JCAP Shares After Reorganization

Rhea-AI Filing Summary

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.

Positive

• Consolidation of holdings disclosed: 43,721,808 shares are reported, improving transparency about large ownership positions.
• Lock-up in place: Shares are subject to an underwriter lock-up from the IPO, which may limit near-term share selling by the reporting entity.

Negative

• High ownership concentration: A single related holder controls a large block of shares, which could influence float and governance once lock-up ends.
• Beneficial ownership disclaimer: Reporting persons disclaim ownership except for pecuniary interest, limiting clarity on voting and control intentions.

Insights

Financial Analyst

TL;DR: A sizable indirect stake of 43.7M shares was centralized into a single holder after an internal reorganization; shares are locked up post-IPO.

The filing documents a consolidation of equity into JCF IV JCAP Holding L.P., aggregating 43,721,808 common shares via contributions from two affiliated limited partners. For investors, the lock-up reduces immediate supply pressure from these shares while concentration of ownership may affect float and governance dynamics once lock-up expirations occur. The disclaimer of beneficial ownership limits clarity on voting intent, but the reported control chain (GP, managing member, and J. Christopher Flowers) establishes who may influence decisions.

Corporate Governance Expert

TL;DR: Internal transfer consolidates shares under a GP-controlled vehicle; control is traceable to J. Christopher Flowers, with standard disclaimers.

The Form 3 appropriately reports indirect ownership through a holding LP and its GP. The identification of the GP and the ultimate controller clarifies the governance linkage required under Section 16. The lock-up with underwriters is noted, and the reporting persons explicitly disclaim beneficial ownership beyond pecuniary interest, a common legal posture that preserves flexibility but reduces transparency about voting and dispositive power in the short term.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

JCF IV JCAP Holding L.P.

(Last) (First) (Middle)

C/O J.C. FLOWERS & CO. LLC

1301 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2025

3. Issuer Name and Ticker or Trading Symbol
Jefferson Capital, Inc. / DE [ JCAP ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,721,808	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

JCF IV JCAP Holding L.P.

(Last) (First) (Middle)

C/O J.C. FLOWERS & CO. LLC

1301 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JCF IV JCAP Holding GP LLC

(Last) (First) (Middle)

C/O J.C. FLOWERS & CO. LLC

1301 AVENUE OF THE AMERICAS, 16TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents securities held directly by JCF IV JCAP Holding L.P. On August 22, 2025, in connection with an internal reorganization, J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. contributed 13,492,856 and 30,228,952 shares of common stock of the Issuer, respectively, for no consideration, to JCF IV JCAP Holding L.P. The shares held by JCF IV JCAP Holding L.P. are subject to a lock-up agreement with the underwriters for the Issuer's recent initial public offering.

2. JCF IV JCAP Holding GP LLC is the general partner of JCF IV JCAP Holding L.P. The sole managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd. and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd., including JCF IV JCAP Holding L.P.

3. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 3, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

	JCF IV JCAP HOLDING L.P., By: JCF IV JCAP Holding GP LLC, its general partner, By: /s/ Sally Rocker, Managing Director, Chief Operating Officer & General Counsel	09/02/2025
	JCF IV JCAP Holding GP LLC, By: /s/ Sally Rocker, Managing Director, Chief Operating Officer & General Counsel	09/02/2025
	** Signature of Reporting Person	Date
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FAQ

What stake did JCF IV JCAP Holding L.P. report in Jefferson Capital (JCAP)?

The Form 3 reports that JCF IV JCAP Holding L.P. indirectly holds 43,721,808 shares of Jefferson Capital common stock.

When did the reported internal reorganization occur for the JCAP holdings?

The filing states the internal reorganization occurred on 08/22/2025, when two affiliated entities transferred shares into the holding LP.

Which entities contributed shares to JCF IV JCAP Holding L.P. and how many?

J.C. Flowers IV L.P. contributed 13,492,856 shares and JCF IV Coinvest JCAP L.P. contributed 30,228,952 shares.

Are the reported shares subject to any restrictions?

Yes, the filing states the shares held by JCF IV JCAP Holding L.P. are subject to a lock-up agreement with the underwriters from the issuer's recent IPO.

Who is identified as controlling the reporting entities?

JCF IV JCAP Holding GP LLC is the general partner of the holding LP; the sole managing member of the GP is JCF Associates IV Ltd., which is controlled by J. Christopher Flowers.