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Jefferson Capital (JCAP) JCF group sells 11M shares in Form 4

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

JCF IV JCAP Holding L.P. and affiliated JCF entities reported a large secondary sale of Jefferson Capital, Inc. (JCAP) common stock. On January 9, 2026, they sold 11,000,000 shares of common stock at a sale price of $19.6288 per share in a secondary offering that closed that day. Following this transaction, the filing reports that 32,721,808 shares of Jefferson Capital common stock were beneficially owned on an indirect basis.

The securities in this transaction are held directly by JCF IV JCAP Holding L.P., with a chain of general partners and controlling entities including JCF IV JCAP Holding GP LLC, JCF Associates IV L.P., JCF Associates IV Ltd., and J. Christopher Flowers. The reporting persons state that they disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large secondary sale by JCF entities, but ultimate ownership is disclaimed in part.

The filing shows that JCF IV JCAP Holding L.P., a more-than-10% owner of Jefferson Capital, Inc., was involved in a sale of 11,000,000 shares of common stock at a sale price of $19.6288 per share in a secondary offering that closed on January 9, 2026. After this transaction, the filing reports 32,721,808 shares of Jefferson Capital common stock beneficially owned on an indirect basis.

The structure involves multiple entities: JCF IV JCAP Holding GP LLC as general partner of the selling limited partnership, JCF Associates IV L.P. as managing member of that general partner, and JCF Associates IV Ltd. controlled by J. Christopher Flowers. The disclosure states that these reporting persons may be deemed to control entities in this chain but explicitly disclaim beneficial ownership of the reported securities except for any pecuniary interest. This language means the transaction is attributed to the limited partnership, with economic exposure for related parties defined by their indirect interests.

Insider JCF IV JCAP Holding L.P., JCF IV JCAP Holding GP LLC, JCF Associates IV L.P., JCF Associates IV Ltd., Flowers J. Christopher
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 11,000,000 shs ($215.92M)
Type Security Shares Price Value
Sale Common Stock 11,000,000 $19.6288 $215.92M
Holdings After Transaction: Common Stock — 32,721,808 shares (Indirect, See Footnotes)
Footnotes (1)
  1. This amount represents the $19.62875 sale price per share of Common Stock, par value $0.0001 per share, in a secondary offering, which closed on January 9, 2026. Represents securities held directly by JCF IV JCAP Holding L.P. The general partner of JCF IV JCAP Holding L.P. is JCF IV JCAP Holding GP LLC. The managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. 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. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4, 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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. Issuer Name and Ticker or Trading Symbol
Jefferson Capital, Inc. / DE [ JCAP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/09/2026 S 11,000,000 D $19.6288(1) 32,721,808 I See Footnotes(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) 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)
1. Name and Address of Reporting Person*
JCF Associates IV 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 Associates IV Ltd.
(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*
Flowers J. Christopher
(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. This amount represents the $19.62875 sale price per share of Common Stock, par value $0.0001 per share, in a secondary offering, which closed on January 9, 2026.
2. Represents securities held directly by JCF IV JCAP Holding L.P.
3. The general partner of JCF IV JCAP Holding L.P. is JCF IV JCAP Holding GP LLC. The managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. 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.
4. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4, 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 01/13/2026
JCF IV JCAP Holding GP LLC, By: /s/ Sally Rocker, Managing Director, Chief Operating Officer & General Counsel 01/13/2026
JCF ASSOCIATES IV L.P., By: JCF Associates IV Ltd, its general partner, By: /s/ J. Christopher Flowers, Director 01/13/2026
JCF ASSOCIATES IV LTD., By: /s/ J. Christopher Flowers, Director 01/13/2026
J. CHRISTOPHER FLOWERS, By: /s/ J. Christopher Flowers 01/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

Who reported the share sale in Jefferson Capital, Inc. (JCAP)?

The sale was reported by a group of related entities including JCF IV JCAP Holding L.P., JCF IV JCAP Holding GP LLC, JCF Associates IV L.P., JCF Associates IV Ltd., and J. Christopher Flowers, all listed as reporting persons and more-than-10% owners.

How many Jefferson Capital (JCAP) shares were sold and at what price?

The filing reports a sale of 11,000,000 shares of Jefferson Capital common stock at a sale price of $19.6288 per share in a secondary offering that closed on January 9, 2026.

How many Jefferson Capital (JCAP) shares were beneficially owned after the transaction?

Following the reported sale, the filing states that 32,721,808 shares of Jefferson Capital common stock were beneficially owned on an indirect basis by the reporting persons.

Which entity directly holds the Jefferson Capital (JCAP) shares involved in this Form 4?

According to the disclosure, the securities are held directly by JCF IV JCAP Holding L.P., with other JCF entities and J. Christopher Flowers connected through a chain of control.

Do the JCF reporting persons claim full beneficial ownership of the Jefferson Capital (JCAP) shares?

No. The reporting persons disclaim beneficial ownership of the reported Jefferson Capital securities except to the extent of their pecuniary interest, and state that including these shares in the report is not an admission of beneficial ownership.

What type of transaction was reported for Jefferson Capital (JCAP) on January 9, 2026?

The Form 4 reports a code "S" sale transaction of Jefferson Capital common stock in a secondary offering that closed on January 9, 2026.