JCF group holds 32.7M JCAP shares (59.1%) (NASDAQ: JCAP)

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

Majority stake disclosed by a private-equity affiliated group; board influence is implied by >50% ownership.

The filing shows 32,721,808 shares held by the reporting group, representing 59.1% of Common Stock based on 55,329,124 shares outstanding as of March 12, 2026. Such a stake typically confers effective control and voting influence over corporate decisions.

Key dependencies include whether holdings change in subsequent filings and any contractual governance arrangements; future filings will show transactions or changes in voting power.

Key Figures

Reported shares owned: 32,721,808 shares Percent of class: 59.1% Shares outstanding: 55,329,124 shares

3 metrics

Reported shares owned 32,721,808 shares Beneficial ownership as of March 31, 2026

Percent of class 59.1% Calculated using 55,329,124 shares outstanding as of March 12, 2026

Shares outstanding 55,329,124 shares Shares outstanding as of March 12, 2026

Key Terms

beneficial owner, shared dispositive power, Schedule 13G/A

3 terms

beneficial owner regulatory

"As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared dispositive power regulatory

"Shared Dispositive Power 32,721,808.00"

Schedule 13G/A regulatory

"This is being jointly filed by ... (Schedule 13G/A amendment context)"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:30 PM Learn about SEC filing dates

FAQ

How many JCAP shares does JCF IV JCAP Holding L.P. report owning?

The filing states 32,721,808 shares of Common Stock. These shares are reported as held directly by JCF IV JCAP Holding L.P. as of March 31, 2026, in the Schedule 13G/A amendment.

What percentage of JCAP does the reporting group own?

59.1% of Common Stock is reported. The percentage is calculated using 55,329,124 shares outstanding as of March 12, 2026, per the filing's disclosure.

Who are the entities making this Schedule 13G/A filing for JCAP?

The filing is jointly made by 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, with a shared principal address in New York.

Do the reporting persons claim sole or shared voting power for the shares?

The disclosure shows shared voting power and shared dispositive power of 32,721,808 shares for certain entities; one entity (JCF Associates IV Ltd.) is shown with sole voting and dispositive power in the cover data.

What time anchors are used for the ownership and outstanding share counts?

Beneficial ownership is stated as of March 31, 2026; the outstanding share base used for percentage calculations is 55,329,124 as of March 12, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Jefferson Capital, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

47248R103

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 47248R103

1

Names of Reporting Persons

JCF IV JCAP Holding L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,721,808.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,721,808.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,721,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

59.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 47248R103

1

Names of Reporting Persons

JCF IV JCAP Holding GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,721,808.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,721,808.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,721,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

59.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 47248R103

1

Names of Reporting Persons

JCF Associates IV L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 32,721,808.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 32,721,808.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,721,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

59.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 47248R103

1

Names of Reporting Persons

JCF Associates IV Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 32,721,808.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 32,721,808.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,721,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

59.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 47248R103

1

Names of Reporting Persons

J. Christopher Flowers

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 32,721,808.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 32,721,808.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

32,721,808.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

59.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Jefferson Capital, Inc.
(b)	Address of issuer's principal executive offices: 600 South Highway 169, Suite 1575, Minneapolis, Minnesota 55426
Item 2.
(a)	Name of person filing: This Schedule 13G is being jointly filed by JCF IV JCAP Holding L.P., a Delaware limited partnership, JCF IV JCAP Holding GP LLC, a Delaware limited liability company, JCF Associates IV L.P., a Cayman Islands exempted limited partnership, JCF Associates IV Ltd., a Cayman Islands exempted company, and J. Christopher Flowers, a natural person and citizen of the United States of America (collectively, the "Reporting Persons"). The shares of common stock, $0.0001 par value per share (the "Common Stock"), of Jefferson Capital, Inc. (the "Issuer") reported herein are 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.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is c/o J.C. Flowers & Co., 1301 Avenue of the Americas, 16th Floor, New York, New York 10019.
(c)	Citizenship: See Item 2(a) above.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 47248R103
Item 4.	Ownership
(a)	Amount beneficially owned: As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person's cover page. As of March 31, 2026, JCF IV JCAP Holding L.P. directly held 32,721,808 shares of Common Stock.
(b)	Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page. Calculations of the percentage of shares of Common Stock beneficially owned are based on 55,329,124 shares of Common Stock outstanding as of March 12, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See each cover page hereof.
	(ii) Shared power to vote or to direct the vote: See each cover page hereof.
	(iii) Sole power to dispose or to direct the disposition of: See each cover page hereof.
	(iv) Shared power to dispose or to direct the disposition of: See each cover page hereof.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JCF IV JCAP Holding L.P.

Signature:	/s/ Sally Rocker
Name/Title:	Sally Rocker, Managing Director, Chief Operating Officer & General Counsel of JCF IV JCAP Holding GP LLC, its general partner
Date:	05/08/2026

JCF IV JCAP Holding GP LLC

Signature:	/s/ Sally Rocker
Name/Title:	Sally Rocker, Managing Director, Chief Operating Officer & General Counsel
Date:	05/08/2026

JCF Associates IV L.P.

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers, Director of JCF Associates IV Ltd, its general partner
Date:	05/08/2026

JCF Associates IV Ltd

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers, Director
Date:	05/08/2026

J. Christopher Flowers

Signature:	/s/ J. Christopher Flowers
Name/Title:	J. Christopher Flowers
Date:	05/08/2026