Jefferson Capital Insider Cut: 10% Owner Trims Stake by 8.7M Shares

Rhea-AI Filing Summary

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.

Positive

• Entities still hold ~43.7 million shares, maintaining significant skin in the game and influence over Jefferson Capital.

Negative

• Large insider sale of 8.7 million shares (~$131 M) may signal reduced confidence or portfolio rebalancing, creating potential share-price overhang.
• Complex ownership structure and beneficial-ownership disclaimers could obscure true economic incentives for outside investors.

Insights

Securities Analyst

TL;DR: 10 % owner sold $131 M in JCAP stock, trimming but not exiting; modestly bearish signal.

The sale represents a meaningful divestiture—about one-fifth of JCF-managed holdings—at a fixed $15 price, implying either pre-arranged liquidity or price discipline. JCAP’s free float increases, which can improve liquidity but also create short-term overhang. The entities retain a controlling-like position (≈44 M shares), so governance influence persists. Absent accompanying news (earnings miss, strategic shift), the transaction leans negative because insiders typically have superior information; however, continued large ownership tempers the signal.

Corporate Governance Expert

TL;DR: Significant insider sale could raise governance and alignment questions.

Multiple investment partnerships, all controlled by J. Christopher Flowers, executed the sales. The complex structure can obscure true economic exposure; nonetheless, Section 16 reporting confirms accountability. The disclaimers of beneficial ownership are standard but highlight potential divergence between voting and economic interests. Stake reduction may weaken alignment with minority shareholders if further selling occurs. Investors should monitor subsequent filings for additional disposition activity and any 13D/13G amendments that might signal a shift in strategic intent.

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^*

J.C. Flowers 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)

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)
06/27/2025

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	06/27/2025		S		2,687,631	D	$15	13,492,856	I	See Footnotes(1)(3)(4)
Common Stock	06/27/2025		S		6,021,280	D	$15	30,228,952	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^*

J.C. Flowers 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 IV Coinvest JCAP 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 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. Represents securities held directly by J.C. Flowers IV L.P.

2. Represents securities held directly by JCF IV Coinvest JCAP L.P.

3. The general partner of each of J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. 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 J.C. Flowers IV L.P. and JCF IV Coinvest JCAP 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.

	J.C. FLOWERS IV L.P., By: JCF Associates IV L.P., its general partner, By JCF Associates IV Ltd, its general partner, By: J. Christopher Flowers, Director	07/01/2025
	JCF IV COINVEST JCAP L.P., By: JCF Associates IV L.P., its general partner, By: JCF Associates IV Ltd, its general partner, By: J. Christopher Flowers, Director	07/01/2025
	JCF ASSOCIATES IV L.P., By: JCF Associates IV Ltd, its general partner, By: J. Christopher Flowers, Director	07/01/2025
	JCF ASSOCIATES IV LTD, By: J. Christopher Flowers, Director	07/01/2025
	J. CHRISTOPHER FLOWERS, By: /s/ J. Christopher Flowers	07/01/2025
	** Signature of Reporting Person	Date
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FAQ

How many Jefferson Capital (JCAP) shares did J.C. Flowers entities sell?

They disposed of 8,708,911 common shares on 06/27/2025.

At what price were the JCAP shares sold?

The reported sale price was $15.00 per share.

What stake do the J.C. Flowers entities still hold after the sale?

They collectively retain roughly 43.7 million shares of JCAP common stock.

Does the filing explain why the insider sold shares?

No. The Form 4 only discloses the transactions; it provides no rationale for the sale.

Who ultimately controls the selling entities?

All entities are indirectly controlled by J. Christopher Flowers through JCF Associates IV Ltd.