Jefferson Capital, Inc. / DE 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CCONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ Page Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 66 Consolidated Balance Sheets 67 Consolidated Statements of Operations and Comprehensive Income 68 Consolidated Statements of Stockholders’ Equity 69 Consolidated Statements of Cash Flows 70 Notes to Consolidated Financial Statements 72 ​ ​ 65 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Jefferson Capital, Inc. Opinion on the Financial Statements We have audited the accompanying combined and consolidated balance sheets of Jefferson Capital, Inc. and subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related combined and consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte &Touche LLP New York, New York March 12, 2026 We have served as the Company’s auditor since 2022 ​ ​ 66 Table of Contents Jefferson Capital, Inc. Combined and Consolidated Balance Sheets As of December 31, 2025 and 2024 (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 23,231 ​ $ 35,506 Restricted cash ​ ​ 24,320 ​ ​ 2,737 Accounts receivable ​ ​ 12,245 ​ ​ 16,532 Other assets ​ ​ 16,273 ​ ​ 14,390 Investments in receivables, net ​ ​ 1,928,742 ​ ​ 1,497,748 Credit card receivables (net of allowance for ​ ​ 16,312 ​ ​ 17,176 credit losses of $ 1,784 and $ 1,907 ) ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ ​ 1,695 ​ ​ 2,274 Other intangible assets, net ​ ​ 6,541 ​ ​ 10,237 Goodwill ​ ​ 58,014 ​ ​ 57,683 Total Assets ​ $ 2,087,373 ​ $ 1,654,283 ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 95,208 ​ $ 69,975 Other liabilities ​ ​ 4,179 ​ ​ 4,860 Current tax liabilities ​ ​ 855 ​ ​ — Deferred tax liabilities ​ ​ 101,957 ​ ​ 2,193 Notes payable, net ​ ​ 1,409,039 ​ ​ 1,194,726 Total Liabilities ​ $ 1,611,238 ​ $ 1,271,754 ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity ​ ​ ​ ​ ​ ​ Common Stock par value $ 0.0001 per share; 330,000,000 shares and 0 shares authorized as of December 31, 2025 and December 31, 2024 and 58,298,923 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 ​ $ 6 ​ $ — Additional paid-in capital ​ ​ ( 49,549 ) ​ ​ — Retained earnings ​ ​ 522,632 ​ ​ 398,122 Accumulated other comprehensive income (loss) ​ ​ 3,046 ​ ​ ( 15,593 ) Total stockholders' equity ​ $ 476,135 ​ $ 382,529 Total Liabilities and Stockholders' Equity ​ $ 2,087,373 ​ $ 1,654,283 ​ See accompanying notes to the combined and consolidated financial statements. ​ 67 Table of Contents Jefferson Capital, Inc. Combined and Consolidated Statements of Operations and Comprehensive Income For the years ended December 31, 2025, 2024 and 2023 (Amounts in Thousands, except Per Share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Total portfolio income ​ $ 560,416 ​ $ 396,304 ​ $ 306,529 Changes in recoveries ​ ​ 6,001 ​ ​ ( 419 ) ​ ​ ( 12,955 ) Total portfolio revenue ​ ​ 566,417 ​ ​ 395,885 ​ ​ 293,574 Credit card revenue ​ ​ 7,196 ​ ​ 8,338 ​ ​ 8,820 Servicing revenue ​ ​ 39,676 ​ ​ 29,118 ​ ​ 20,678 Total Revenues ​ ​ 613,289 ​ ​ 433,341 ​ ​ 323,072 Provision for credit losses ​ ​ 2,360 ​ ​ 3,497 ​ ​ 3,524 Operating Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ ​ 64,584 ​ ​ 48,112 ​ ​ 36,527 Servicing expenses ​ ​ 187,201 ​ ​ 130,889 ​ ​ 101,696 Depreciation and amortization ​ ​ 5,254 ​ ​ 2,608 ​ ​ 2,372 Professional fees ​ ​ 18,641 ​ ​ 11,396 ​ ​ 6,833 Other selling, general and administrative ​ ​ 18,754 ​ ​ 16,572 ​ ​ 8,069 Total Operating Expenses ​ ​ 294,434 ​ ​ 209,577 ​ ​ 155,497 Net Operating Income ​ ​ 316,495 ​ ​ 220,267 ​ ​ 164,051 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income (Expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ( 105,784 ) ​ ​ ( 77,239 ) ​ ​ ( 48,108 ) Foreign exchange and other income (expense) ​ ​ 7,725 ​ ​ ( 5,474 ) ​ ​ 4,641 Total other expense ​ ​ ( 98,059 ) ​ ​ ( 82,713 ) ​ ​ ( 43,467 ) Income Before Income Taxes ​ ​ 218,436 ​ ​ 137,554 ​ ​ 120,584 Provision for income taxes ​ ​ ( 30,471 ) ​ ​ ( 8,663 ) ​ ​ ( 9,045 ) Net Income ​ ​ 187,965 ​ ​ 128,891 ​ ​ 111,539 Net income attributable to noncontrolling interest ​ ​ — ​ ​ — ​ ​ ( 20 ) Net income attributable to Jefferson Capital, Inc. ​ $ 187,965 ​ $ 128,891 ​ $ 111,519 Foreign currency translation gain / (loss) ​ ​ 18,639 ​ ​ ( 13,951 ) ​ ​ 8,261 Comprehensive Income ​ $ 206,604 ​ $ 114,940 ​ $ 119,780 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 5.64 ​ $ — ​ $ — Diluted ​ ​ 5.64 ​ ​ — ​ ​ — Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 30,015 ​ ​ — ​ ​ — Diluted ​ ​ 30,015 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the combined and consolidated financial statements. ​ 68 Table of Contents Jefferson Capital, Inc. Combined and Consolidated Statements of Stockholders’ Equity (Amounts in Thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Contributions ​ Comprehensive ​ Additional ​ Retained ​ ​ Non-Controlling ​ Total ​ ​ Share ​ ​ ​ Par ​ ​ ​ by Stockholder ​ Income (Loss) ​ Paid-in Capital ​ Earnings ​ ​ Interests ​ Equity Balance, December 31, 2022 ​ ​ ​ ​ ​ ​ ​ $ 59,361 ​ $ ( 9,903 ) ​ $ — ​ $ 164,915 ​ $ 394 ​ $ 214,767 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 111,519 ​ ​ 20 ​ ​ 111,539 Distribution to members ​ ​ ​ ​ ​ ​ ​ ​ ( 30,564 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 30,564 ) Foreign currency translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,261 ​ ​ ​ ​ ​ ​ ​ ​ 9 ​ ​ 8,270 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ( 423 ) ​ ​ ( 423 ) Balance, December 31, 2023 ​ ​ ​ ​ ​ ​ ​ $ 28,797 ​ $ ( 1,642 ) ​ $ — ​ $ 276,434 ​ $ — ​ $ 303,589 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 128,891 ​ ​ ​ ​ ​ 128,891 Distribution to members ​ ​ ​ ​ ​ ​ ​ ​ ( 28,797 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 7,203 ) ​ ​ ​ ​ ​ ( 36,000 ) Foreign currency translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 13,951 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 13,951 ) Balance, December 31, 2024 ​ ​ — ​ $ — ​ $ — ​ $ ( 15,593 ) ​ $ — ​ $ 398,122 ​ $ — ​ $ 382,529 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 187,965 ​ ​ ​ ​ ​ 187,965 Dividends to stockholders ($ 0.98 per share) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 63,455 ) ​ ​ ​ ​ ​ ( 63,455 ) Reorganization adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 75,492 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 75,492 ) Shares issued ​ ​ 58,299 ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​ 8,719 ​ ​ ​ ​ ​ ​ ​ ​ 8,725 Stock based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17,224 ​ ​ ​ ​ ​ ​ ​ ​ 17,224 Foreign currency translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,639 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,639 Balance, December 31, 2025 ​ ​ 58,299 ​ $ 6 ​ $ — ​ $ 3,046 ​ $ ( 49,549 ) ​ $ 522,632 ​ $ ​ ​ $ 476,135 ​ ​ See accompanying notes to the combined and consolidated financial statements. ​ 69 Table of Contents Jefferson Capital, Inc. Combined and Consolidated Statements of Cash Flows For the years ended December, 31, 2025 and 2024 ( Amounts in Thousands ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 187,965 ​ $ 128,891 ​ $ 111,539 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 5,254 ​ ​ 2,608 ​ ​ 2,372 Amortization of debt issuance costs ​ ​ 6,223 ​ ​ 4,253 ​ ​ 2,911 Provision for credit losses ​ ​ 2,360 ​ ​ 3,497 ​ ​ 3,524 Stock-based compensation ​ ​ 17,224 ​ ​ — ​ ​ — Deferred income tax ​ ​ 21,465 ​ ​ ( 527 ) ​ ​ ( 754 ) Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Other assets ​ ​ ( 1,754 ) ​ ​ ( 435 ) ​ ​ ( 26,230 ) Accounts receivable ​ ​ 4,594 ​ ​ ( 7,326 ) ​ ​ 17,861 Accounts payable and accrued expenses ​ ​ 25,482 ​ ​ 37,248 ​ ​ 8,996 Net cash provided by operating activities ​ ​ 268,813 ​ ​ 168,209 ​ ​ 120,219 Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of receivables, net ​ ​ ( 832,077 ) ​ ​ ( 723,253 ) ​ ​ ( 530,873 ) Purchases of credit card receivables ​ ​ ( 26,703 ) ​ ​ ( 30,750 ) ​ ​ ( 35,434 ) Collections applied to investments in receivables, net ​ ​ 432,265 ​ ​ 188,675 ​ ​ 137,400 Collections applied to credit card receivables ​ ​ 25,657 ​ ​ 29,174 ​ ​ 32,319 Acquisition, net of cash acquired ​ ​ — ​ ​ — ​ ​ ( 5,596 ) Purchases of property and equipment, net ​ ​ ( 1,085 ) ​ ​ ( 6,211 ) ​ ​ ( 1,227 ) Net cash used in investing activities ​ ​ ( 401,943 ) ​ ​ ( 542,365 ) ​ ​ ( 403,411 ) Cash flow from financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from notes payable ​ ​ 1,187,797 ​ ​ 1,082,484 ​ ​ 654,734 Payments on notes payable ​ ​ ( 969,295 ) ​ ​ ( 650,398 ) ​ ​ ( 328,413 ) Payment of debt issuance costs ​ ​ ( 15,348 ) ​ ​ ( 7,266 ) ​ ​ ( 5,898 ) Dividends paid to stockholders ​ ​ ( 63,455 ) ​ ​ ( 36,000 ) ​ ​ ( 30,564 ) Proceeds from issuance of common stock ​ ​ 10,000 ​ ​ — ​ ​ — Net cash (used in) / provided by financing activities ​ ​ 149,699 ​ ​ 388,820 ​ ​ 289,859 Exchange rate effects on cash balances held in foreign currencies ​ ​ ( 7,261 ) ​ ​ 2,975 ​ ​ ( 1,220 ) Net (decrease) increase in cash and cash equivalents and restricted cash ​ ​ 9,308 ​ ​ 17,639 ​ ​ 5,447 Cash and cash equivalents and restricted cash, beginning of period ​ ​ 38,243 ​ ​ 20,604 ​ ​ 15,157 Cash and cash equivalents and restricted cash, end of period ​ $ 47,551 ​ $ 38,243 ​ $ 20,604 ​ See accompanying notes to the combined and consolidated financial statements. ​ 70 Table of Contents ​ Jefferson Capital, Inc. Combined and Consolidated Statements of Cash Flows For the years ended December, 31, 2025 and 2024 (Amounts in Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Supplemental cash flow disclosures ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid ​ $ 95,521 ​ $ 58,125 ​ $ 45,111 Income taxes paid ​ $ 8,434 ​ $ 8,671 ​ $ 9,045 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New leases assumed ​ $ 566 ​ $ 1,808 ​ $ 2,407 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liability recognized in connection with reorganization ​ $ 79,484 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the accompanying combined and consolidated balance sheets that sum to the total of the same such amounts shown in the combined and consolidated statements of cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 23,231 ​ $ 35,506 ​ $ 14,371 Restricted cash ​ ​ 24,320 ​ ​ 2,737 ​ ​ 6,233 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents and restricted cash as shown in the combined and consolidated statements of cash flows ​ $ 47,551 ​ $ 38,243 ​ $ 20,604 ​ See accompanying notes to the combined and consolidated financial statements. ​ 71 Table of Contents 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying combined and consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, and they reflect all adjustments which are necessary for a fair statement of results of operations, financial position, and cash flows as if entities had been combined for all years presented and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such combined and consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. ​ The Company has elected to condense certain immaterial balance sheet line items, specifically, prepaid expenses and current tax receivable with existing assets classified as other assets into a single “other assets” caption on the balance sheet. The reclassification of the immaterial items does not change the underlying measurement, recognition, or total amounts reported on the balance sheet. Affected line items on the statement of cash flows were also recast and presented in a manner consistent with the revised balance sheet presentation. All prior year amounts were reclassified to conform to the current year presentation, as applicable, and in accordance with ASC 250-10-50-1(b). ​ All intercompany transactions and balances have been eliminated in consolidation . ​ Translation of Foreign Currencies Foreign currency translation adjustments result from the process of translating financial statements from the Company’s foreign subsidiaries’ functional currency into the Company’s reporting currency. Translation adjustments are reported as a component of other comprehensive income. Revenues and expenses are translated utilizing average exchange rates during the year and assets and liabilities are translated utilizing the expense rate in effect on the date of the combined and consolidated balance sheets. The combined and consolidated financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities of foreign operations are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The resulting translation adjustments are recorded as a component of other comprehensive income or loss. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Intercompany transaction gains or losses at each period end arising from subsequent measurement of balances for which settlement is not planned or anticipated in the foreseeable future are included as translation adjustments and recorded within other comprehensive income or loss. Translation gains or losses are the material components of accumulated other comprehensive income or loss. Use of Estimates The combined and consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and these principles require making estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined and consolidated financial statements, as well as the reported amounts of revenues and expenses during each reporting period. These estimates are based on information available as of the date of the combined and consolidated financial statements. The actual results could differ materially from these estimates. Significant estimates include the determination of recovery income associated with the investment in receivables and allowance for credit losses. The recognition of revenue from previously charged-off receivables is primarily calculated using ASC 326 – Financial Instruments – Credit Losses, which is commonly referred to as the Current Expected Credit Loss model or “CECL,” which is based on expected future collections and involved significant judgement, including forecasts of macroeconomic conditions and collection trends, which are inherently uncertain and may change over time. Additionally, estimates of future credit losses on credit card receivables may have a significant effect on the provision for credit losses. 72 Table of Contents Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. The Company maintains its cash and cash equivalents in multiple financial institutions and certain account balances exceed federally insurable limits. To date, the Company has experienced no loss or lack of access to cash in its bank accounts. The Company believes any risks are mitigated by maintaining cash with highly rated financial institutions. The carrying amounts reported in the combined and consolidated statements of financial condition for cash and cash equivalents approximate their fair value. ​ Restricted Cash Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash. As part of the Bluestem acquisition, $ 20.0 million of the net purchase price was placed in escrow to secure post-closing implementation obligations which increased the balance as of December 31, 2025 to $ 24.3 million from $ 2.7 million at December 31, 2024. ​ Other Assets Other assets consist of leases, deposits the Company is required to maintain with third parties (other than restricted cash), prepaid obligations such as rent and postage, receivables due from third parties and other assets. ​ Leases The Company recognizes a liability for future lease payments and a right-of-use ("ROU") asset, representing its right to use the underlying asset for the lease term, in Other assets in the combined and consolidated balance sheets. The Company’s lease portfolio primarily includes corporate offices. Its leases have remaining lease terms from one to six years , some of which include options to extend the leases, the longest of which is for up to five years ; while others include options to terminate the leases in accordance with specified notice periods. ​ Exercises of lease renewal options are typically at the Company's sole discretion, with renewal periods included in ROU assets and lease liabilities based upon whether the Company is reasonably certain of exercising the renewal options and/or not exercising the termination options. Since most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment. ​ The Company elected not to apply the recognition requirements to short-term leases and not to separate non-lease components from lease components for operating leases. ​ Investments in Receivables The Company typically purchases receivable portfolios that are either significantly delinquent or have been previously charged off by the seller. These financial assets have experienced more-than-insignificant deterioration in credit quality, and as such meet the definition of Purchased Credit Deteriorated or “PCD” under CECL. Under PCD accounting, the portfolios are initially recognized at amortized cost by adding the acquisition date estimate of expected credit losses to the asset’s purchase price with no provision expense recorded at acquisition date. Receivable portfolio purchases are then aggregated into pools based on similar risk characteristics. Examples of risk characteristics include financial asset type, collateral type, size, interest rate, date of origination, term, and geographic location. The Company’s static pools are typically grouped into credit card, purchased consumer bankruptcy, and mortgage portfolios. The Company further groups these static pools by geographic location. Once a pool is established, and aggregated based on similar risk characteristics, the portfolios will remain in the designated pool unless the underlying risk characteristics change. The purchase Effective Interest Rate (“EIR”) of a pool will not change over the life of the pool even if expected future cash flows change. Write Off and Negative Allowance for Expected Recoveries : At purchase, the Company deems these portfolios to be uncollectible due to being significantly delinquent and previously being charged off by the seller prior to purchase. In accordance with its write-off policy, the Company immediately writes off the amortized cost of the purchased portfolios at acquisition. Subsequent to write-off, the Company establishes a negative allowance for expected recoveries equal to the 73 Table of Contents amount the Company expects to collect over the life of the receivable portfolio. The negative allowance will not exceed the amortized cost basis of the purchased portfolios prior to charge off. Pooling:  The Company aggregates purchases of receivables into pools based on risk characteristics, primarily financial asset type and expected credit loss pattern. Once a pool is established, the composition of the pool will not change unless there is a change in the underlying risk characteristics of the individual loans. Methodology : The negative allowance is calculated at a pool level and represents the amount of future expected recoveries discounted to present value. The discount rate used in the calculation is the effective interest rate that equates the purchase price of the portfolio and the expected future cash flows at the purchase date. An annual pool is created throughout the year as the Company purchases portfolios. The Company pools accounts with similar risk characteristics that are acquired in the same year. The blended effective interest rate will be adjusted to reflect new acquisitions and new cash flow estimates until the end of the year. The effective interest rate for a pool is fixed for the remaining life of the pool once the year has ended. The effective interest rate will not change after the year has ended even if expected cash flows change for the pool. Income Recognition : Under ASC 326, revenue related to investments in receivables is recognized for accretion / amortization due to the passage of time, changes in current year expected recoveries due to variances between actual and expected collections, and changes in future expected recoveries, discounted to present value. Discount accretion due to the passage of time based on the established pool effective interest rate is shown in “Total portfolio income” of the combined and consolidated statement of operations. Changes in current period expected recoveries due to variances between actual and expected collections and changes in future expected recoveries, discounted to present value, are shown in “Changes in recoveries” of the combined and consolidated statement of operations. Additionally, the Company recognized performing loans carried at amortized cost and include accrued interest receivable, deferred fees, and costs. These loans are shown in “Total portfolio income” on the combined and consolidated statement of operations. Credit Card Receivables The Company’s Credit Card Receivables consist primarily of credit card receivables held for investment. Loans are carried at amortized cost and include accrued interest receivable, deferred fees, and costs. Upfront fees and costs are expensed as incurred. Interest income is recognized on loans and fees receivable using the contractual interest rate. The Company considers loans to be past due when they are 90 days or more past due, at which time the Company places the loans on nonaccrual status. It is the Company’s policy to write off loans when they are 180 days past due, or sooner if facts and circumstances indicate earlier non-collectability. ​ Allowance for Credit Card Credit Losses The Company provides an allowance for credit losses on credit card loans and fees receivable. Judgement is required to assess the estimate of current expected credit losses. Management continuously evaluates its estimate for determining the most appropriate allowance for credit losses. The allowance for credit losses on loans and fees receivable is computed at the pool level using a roll-rate methodology. Management considers several factors in the measurement of the allowance, including historical loss rates, current delinquency and roll-rate trends, the effects of changes in the economy, changes in underwriting criteria, and estimated recoveries. The estimated allowance consists of both qualitative and quantitative adjustments. A reasonable and supportable forecast is considered as part of the qualitative adjustments, as permitted by ASC 326. The allowance is estimated based on the amortized cost basis of the loan including principal, accrued interest receivable, deferred fees, and costs. The Company places receivables on non-accrual at 90 days past due and writes off the accrued interest at 180 days past due. Expected recoveries are included in the measurement of the allowance for credit losses. The Company does not record an allowance related to unfunded commitments as these agreements are unconditionally cancelable by the Company. 74 Table of Contents Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are expensed when incurred. Expenditures for major renewals that extend the useful lives of fixed assets are capitalized and depreciated over the useful lives of such assets. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: ​ ​ ​ ​ Category of Property and Equipment ​ Estimated Useful Life Software and computer equipment ​ Three years Equipment ​ Three years Furniture and fixtures ​ Five years Leasehold improvements ​ Remaining term of the lease ​ The Company periodically reviews property and equipment for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When property is sold or retired, the cost and related accumulated depreciation are removed from the balance sheet and any gain or loss is included in the Company’s combined and consolidated statement of operations. ​ Other Intangible Assets The determination of the recorded value of intangible assets acquired in a business combination requires management to make estimates and assumptions that affect the Company’s combined and consolidated financial statements. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. An estimate of fair value can be affected by many assumptions that require significant judgment. The Company amortizes identifiable intangible assets with finite lives over their useful lives. ​ Goodwill Goodwill represents the excess of purchase price over the value assigned to tangible and identifiable intangible assets, liabilities assumed, and noncontrolling interest of businesses acquired. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. ​ The Company has historically performed its annual goodwill impairment test as of June 30 of each year. For the annual impairment test as of June 30, 2025, the Company performed a qualitative assessment of whether it was more likely than not that any of the Company's reporting unit's fair value was less than its carrying amount. After completing the assessment, the Company determined that it was more likely than not that the estimated fair value of any reporting units exceeded the carrying amount and that no impairment existed as of the assessment date. ​ Effective as of the fourth quarter 2025 and prospectively, the Company changed the annual goodwill impairment testing date from June 30 to October 1. The Company does not believe that the change in the date of our annual goodwill impairment test is a material change in the method of applying an accounting principle nor does it expect that it will result in any delay, acceleration or avoidance of impairment. The Company believes this date of the annual goodwill impairment test is preferable because it aligns with the timing of the annual strategic planning process which largely occurs during the fourth quarter. The change has been applied prospectively beginning on October 1, 2025; retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would be used in those earlier periods. Other than the anticipated change in the date of our annual goodwill impairment test, there have been no other changes to any other significant accounting policy as further described in “Note 1, Summary of Significant Accounting Policies, of the Notes to the Combined and Consolidated Financial Statements in the Company's Annual Report”. ​ As of the annual impairment test date of October 1, 2025, the Company performed a qualitative assessment of whether it was more likely than not that the Company’s reporting unit’s fair value was less than its carrying amount. The Company determined that it was not more likely than not that the estimated fair value of any reporting units exceeded the carrying amount, and accordingly, no impairment existed as of the Company’s October 1 annual goodwill impairment test date. ​ Goodwill is tested at the reporting unit level annually for impairment and in interim periods if certain events occur indicating the fair value of a reporting unit may be below its carrying value. See “Note 7 Goodwill and Identifiable Intangible Assets” for further discussion of the Company’s goodwill and other intangible assets. 75 Table of Contents Revenue Recognition The Company’s revenues primarily include Revenues from receivable portfolios associated with Investments in receivables, which is revenue recognized from engaging in debt purchasing and recovery activities. The Company fully writes off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables it acquires immediately after purchasing the portfolio as each receivable is deemed uncollectible on an individual unit-of-account basis. When grouped together, the receivables are expected to have recoveries on an aggregate basis. Therefore, the Company then records a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which is presented as “Investment in receivable portfolios, net” in the Company’s combined and consolidated balance sheet. The discount rate is an EIR established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase. In recent periods the Company has purchased, and plans to continue to purchase, performing receivable portfolios at a deep discount. The credit quality of these portfolios continues to meet the definition of PCD, but the Company believes it will generate collections and recoveries due to its debt recovery methods and strategies. Total portfolio revenue includes two components: (1) Total portfolio income, which includes the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR), all revenue from zero basis portfolio collections, as well as interest and fees recognized on performing receivable portfolios, and (2) Changes in recoveries, which include: a. Recoveries above or below forecast, which is the difference between (i) actual cash collected / recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and b. Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) timing of collections (amounts either expected to be collected early or later) and (ii) changes to the total amount of expected future collections (which can be increases or decreases). The Company measures expected future recoveries based on historical experience, current conditions, and reasonable and supportable forecasts. Putbacks Agreements to acquire investments in receivables include general representations and warranties from the sellers covering matters such as account holder death or insolvency and accounts settled or disputed prior to sale. The representation and warranty period permitting the return of these accounts from the Company to the seller is typically 120 to 180 days . Any funds received from the seller as a return of purchase price are referred to as putbacks. Putback funds are included in collections when received. Credit Card Revenue Credit card revenue includes interest income, annual fees, late fees, as well as interchange fees, cash advance fees and other miscellaneous items from credit card transactions. Interest income is accrued monthly based on the outstanding receivables and their contractual interest rates. ​ Servicing Revenue The Company recognizes servicing revenue following ASC 860, Transfers and Servicing. Servicing revenue consists fee-based income earned on accounts collected on behalf of others, primarily credit originators. The Company earns fee-based income by providing debt servicing to credit originators for nonperforming loans in the United States, Canada, and the United Kingdom. ​ Servicing Expenses Servicing expenses primarily include collections and customer service expenses associated with previously charged off receivables, such as the cost of outsourced collections, debtor correspondence, and other direct expenses associated with collections and customer service efforts. ​ 76 Table of Contents Income Taxes The provision for income taxes is estimated using the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized based on temporary differences between the financial statement and income tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which the differences are expected to be realized or settled. At each reporting date, the Company considers new evidence, both positive and negative, that could affect future realization of deferred tax assets including historical earnings, taxable income in prior carryback years if permitted under tax law, projections of future income, timing of reversing temporary differences and the implementation of feasible and prudent tax planning strategies. In the event that it is more likely than not that all or part of the deferred tax assets are determined not to be realizable in the future, the Company would establish or increase a valuation allowance in the period such determination is made, with a corresponding charge to earnings. If the Company realizes deferred tax assets that were previously determined to be unrealizable, the Company would release or decrease the respective valuation allowance, with a corresponding positive adjustment to earnings. The calculation of tax liabilities involves significant judgement in estimating the impact and timing of resolution of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operation and financial position. The Company records liabilities related to uncertain tax positions when it believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities, despite its belief that those tax return positions are supportable. The Company includes interest and penalties related to income taxes within its provision for income taxes. See “Note 12 Income Taxes” for further discussion. Stock-Based Compensation The Company determines stock-based compensation expense for all share-based payment awards based on the measurement date fair value. The Company has certain share awards that include market conditions that affect vesting, the fair value of these shares is estimated using a lattice model. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. For share awards that require service and performance conditions, the Company recognizes compensation cost only for those awards expected to meet the service and performance vesting conditions over the requisite service period of the award. Forfeiture rates are estimated based on the Company’s historical experience. Stock-based compensation expenses are included in “Salaries and Employee Benefits” in the Company’s combined and consolidated statements of operations. See “Note 10 Stock-Based Compensation” for further discussion. Recently Adopted Accounting Standards In December 2023, the FASB issued Accounting Standards Update 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax related disclosures. This standard is effective for fiscal years beginning after December 15, 2024. We have evaluated the impact of adopting this ASU and incorporated the changes prospectively into our combined and consolidated financial statements and disclosures. Recent Accounting Standards or Updates Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating these provisions and the impact they may have on its combined and consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities. The objective of ASU 2024-03 is to address requests from investors for more detailed information about the types of expenses. The ASU does not change the expense captions an entity presents on the face of 77 Table of Contents the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The effective date for annual reporting periods is after December 15, 2026, and interim periods within those annual periods beginning after December 15, 2027. The Company is currently evaluating the provisions of this ASU and the impact they may have on its combined and consolidated financial statements and related disclosures. In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The update amends the accounting for purchased loans by eliminating the recognition of a day-one provision for expected credit losses for certain purchased loans and expanding the application of the gross-up approach previously applicable to purchased credit-deteriorated (“PCD”) assets. Under the amended guidance, expected credit losses for qualifying purchased loans are reflected in the amortized cost basis of the loans at acquisition rather than recognized as a credit loss expense at acquisition. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The standard is to be applied prospectively to purchased loans acquired on or after the date of adoption. The Company is currently evaluating the provisions of this ASU and the impact they may have on its combined and consolidated financial statements and related disclosures. 2. Earnings Per Share The Company’s unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security in the computation of earnings per share (“EPS”). Accordingly, the Company applies the two-class method in the computation of basic EPS which allocates earnings from holders of common stock to holders of unvested restricted stock awards. Diluted EPS attributable to the Company’s common stock is computed using both the two-class method and the treasury stock method, and the more dilutive of the two computations is presented. Historical earnings per unit are not meaningful or comparable because, prior to the IPO and Reorganization, Jefferson Capital Holdings, LLC, the predecessor to Jefferson Capital, Inc., was a single member limited liability company. Accordingly, earnings per unit are not presented for the year ended December 31, 2024. In addition, because the nature of the Reorganization described in Note 1 does not constitute a stock dividend, stock split or reverse stock split, basic EPS and diluted EPS does not give retroactive effect to the Reorganization in a manner similar to a stock split or stock dividend in the historical financial statements of the Company. Therefore, EPS for periods preceding the Reorganization and IPO is not presented. ​ 78 Table of Contents The computation of earnings per share for the year ended December 31, 2025 are (in thousands, except per share and footnote amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 Basic EPS ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 187,965 ​ $ 128,891 ​ $ 111,519 Less: Earnings allocated to participating securities ​ ​ 18,590 ​ ​ — ​ ​ — Net income available to common stockholders ​ ​ 169,375 ​ ​ 128,891 ​ ​ 111,519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding (1) ​ ​ 30,015 ​ ​ — ​ ​ — Basic EPS ​ $ 5.64 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted EPS ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders ​ $ 169,375 ​ $ 128,891 ​ $ 111,519 Reallocation of earnings from participating securities ​ ​ — ​ ​ — ​ ​ — Net income available to common stockholders for diluted EPS ​ $ 169,375 ​ $ 128,891 ​ $ 111,519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding (1) ​ ​ 30,015 ​ ​ — ​ ​ — Weighted average effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Options (2) ​ ​ — ​ ​ — ​ ​ — Nonvested restricted stock ​ ​ — ​ ​ — ​ ​ — Number of shares used for diluted EPS computation ​ ​ 30,015 ​ ​ — ​ ​ — Diluted EPS ​ $ 5.64 ​ $ — ​ $ — ​ ​ (1) Weighted average common shares outstanding used in the computation of basic and diluted EPS for the year ended December 31, 2025 is determined using the period from June 27, 2025, the date of the IPO, through December 31, 2025. (2) Weighted options outstanding of 477,542 as of December 31, 2025 were determined to be antidilutive and excluded from the dilutive EPS computation. 3 . Acquisitions Effective December 4, 2025, the Company’s U.S. subsidiary Jefferson Capital Systems, LLC completed a portfolio acquisition of credit card assets from affiliates of Bluestem Brands (“Bluestem”). As part of the transaction, Jefferson Capital paid a net purchase price of $ 196.3 million to acquire a revolving loan portfolio for which the ability to draw on the receivables has been suspended with face value of $ 407.7 million. The net purchase price reflected adjustments for interim portfolio cash flows, net of servicing expense and adjusted for new purchases from a cut-off date of June 30, 2025 through the closing date of December 4, 2025 as well as $ 0.2 million in direct transaction costs. In addition, $ 20.0 million of the net purchase price was placed in escrow to secure post-closing implementation obligations. The Company does not intend to pursue ongoing originations through the Bluestem platform, and the acquisition does not include any Bluestem retail operations or assets. The Bluestem Portfolio Purchase was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues . Under the asset acquisition method of accounting, the cost of the acquired asset group was allocated to the individual assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. The acquired receivables were determined to be purchased financial assets with credit deterioration (“PCD”) in accordance with ASC 326, Financial Instruments—Credit Losses . At the acquisition date, the Company recorded an allowance for expected credit losses with a corresponding increase to the amortized cost basis of the acquired receivables 79 Table of Contents (the “gross-up” approach). Accordingly, the initial allowance for credit losses was not recognized through earnings on the acquisition date. The Company has determined the relative fair values of the assets acquired, as of the date of acquisition, as presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Purchase Price: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total purchase consideration paid ​ ​ ​ ​ $ 196,303 ​ ​ ​ ​ ​ ​ ​ Allocation of purchase price: ​ ​ ​ ​ ​ ​ Investments in receivables, net: ​ ​ ​ ​ ​ ​ Unpaid principal balance ​ ​ 407,718 ​ ​ ​ Allowance for credit losses at time of acquisition ​ ​ ( 304,792 ) ​ ​ ​ Non-credit premium / (discount) ​ ​ 93,376 ​ ​ ​ Total investments in receivables, net ​ ​ ​ ​ $ 196,303 ​ ​ ​ ​ ​ ​ ​ ​ In the year ended December 31, 2025, the Company recognized portfolio revenue of $ 5.4 million, and net operating income of $ 2.5 million related to the Bluestem portfolio purchase. Effective December 3, 2024, the Company’s U.S. subsidiary Jefferson Capital Systems, LLC entered into a definitive agreement to purchase certain assets from Conn’s, Inc. (“Conn’s) though a bankruptcy process for $ 244.9 million in cash (the “Conn’s Portfolio Purchase”). Jefferson Capital Systems, LLC hired 197 of the former full-time equivalents (“FTE”) of Conn’s on December 4, 2024, to manage and service the assets acquired in the Conn’s Portfolio Purchase through their remaining life and entered into certain vendor contracts to maintain continuity of account servicing. In addition, Jefferson Capital Systems, LLC was assigned a lease in San Antonio, Texas that had originally been entered into by Conn’s on November 10, 2024, at Jefferson Capital Systems, LLC’s request, in part to ensure that the Company would have its desired facility in place by the closing of the Conn’s Portfolio Purchase. Jefferson Capital relocated the 197 new FTE of Jefferson Capital Systems, LLC to the new San Antonio facility in January 2025. As of December 31, 2025 91 FTE remain. The Conn’s portfolio purchase was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. The Company has determined the relative fair values of the assets acquired and liabilities assumed, as of the date of acquisition, as presented (in thousands): ​ 80 Table of Contents ​ ​ ​ ​ ​ ​ ​ Purchase Price: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total purchase consideration paid ​ ​ ​ ​ $ 244,937 ​ ​ ​ ​ ​ ​ ​ Allocation of purchase price: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ ​ ​ ​ 1,224 Investments in receivables, net: ​ ​ ​ ​ ​ ​ Unpaid principal balance ​ ​ 566,696 ​ ​ ​ Allowance for credit losses at time of acquisition ​ ​ ( 251,317 ) ​ ​ ​ Non-credit discount ​ ​ ( 89,316 ) ​ ​ ​ Investment in previously charged-off receivables ​ ​ 11,964 ​ ​ ​ Total investments in receivables, net ​ ​ ​ ​ ​ 238,028 Prepaid expenses and other assets: ​ ​ ​ ​ ​ ​ Lease (ROU asset) ​ ​ 789 ​ ​ ​ Information Technology Hardware ​ ​ 413 ​ ​ ​ Total prepaid expenses and other assets: ​ ​ ​ ​ ​ 1,202 Other intangible assets: ​ ​ ​ ​ ​ ​ Intellectual property ​ ​ 2,881 ​ ​ ​ Assembled workforce ​ ​ 2,391 ​ ​ ​ Total other intangible assets ​ ​ ​ ​ ​ 5,272 ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ ​ ​ ​ ​ ​ Lease (ROU liability) ​ ​ ​ ​ ​ 789 ​ ​ ​ ​ ​ ​ ​ Total net assets acquired ​ ​ ​ ​ $ 244,937 ​ The investments in receivables, net exhibited more than insignificant credit deterioration on the acquisition date and were valued as per ASC 326, CECL methodology for PCD assets. The Company has allocated the purchase price by evaluating the market value of each asset or liability acquired at the time of purchase. The Company utilized the same methodology in allocating purchase price as a business combination by evaluating the market value of each item acquired at the time of purchase. The market values were determined by using the approximate costs of the services provided today. The market value apportionment percentage of each respective item was then applied to the purchase price to establish the allocated book values. For the acquired intangible assets, the weighted-average amortization period is thirty-one ( 31 ) months for both intellectual property and assembled workforce, as well as the combined total. There will be no residual value at the end of the life. For the information technology hardware, the depreciable life is thirty-six (36) months, which follows the Company’s policy. In the year ended December 31, 2025, the Company recognized portfolio revenue of $ 95.8 million, servicing revenue of $ 10.0 million and net operating income of $ 73.2 million related to the Conn’s portfolio purchase. In the year ended December 31, 2024, the Company recognized portfolio revenue of $ 9.4 million, servicing revenue of $ 1.9 million and net operating income of $ 3.1 million related to the Conn’s portfolio purchase. 81 Table of Contents 4 . Fair Value Measurements The Company measures the fair values of its assets and liabilities, where applicable, based on the price that would be received upon sale of an asset or the price paid to transfer a liability, in an orderly transaction between market participants at the measurement date, i.e., the “exit price.” Under applicable accounting standards, fair value measurements are categorized into one of three levels based on the inputs to the valuation technique with the highest priority given to unadjusted quoted prices in active markets and the lowest priority given to unobservable inputs. The Company categorizes its fair value measurements of financial instruments based on this three-level hierarchy. The following is a brief description of each level: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. An example for the Company is Investments in Receivables, net (Note 5). The Company does not have any financial instruments that are subject to fair value measurements on a recurring basis. Financial Instruments Not Required to Be Carried at Fair Value The table below summarizes fair value estimates for the Company’s financial instruments that are not required to be carried at fair value. The carrying amounts in the following table are recorded in the combined and consolidated balance sheet as of December 31, 2025 and December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ ​ Carrying ​ Estimated ​ Carrying ​ Estimated ​ ​ ​ ​ Amount ​ ​ ​ Fair Value ​ ​ ​ Amount ​ ​ ​ Fair Value Financial Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in receivables, net ​ $ 1,928,742 ​ $ 2,156,926 ​ $ 1,497,748 ​ $ 1,646,535 Credit card receivable, net ​ ​ 16,312 ​ ​ 16,312 ​ ​ 17,176 ​ ​ 17,176 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility ​ ​ 231,584 ​ ​ 231,584 ​ ​ 508,146 ​ ​ 513,799 Senior unsecured bond due 2026 ​ ​ 299,200 ​ ​ 300,330 ​ ​ 297,828 ​ ​ 299,478 Senior unsecured bond due 2029 ​ ​ 395,775 ​ ​ 421,200 ​ ​ 394,405 ​ ​ 424,792 Senior unsecured bond due 2030 ​ ​ 493,046 ​ ​ 525,560 ​ ​ — ​ ​ — ​ Investment in receivables, net The fair value of investments in receivables, net is measured using Level 3 inputs by discounting the estimated future cash flows generated by the Company’s proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and a discount rate. The determination of such inputs requires significant judgment. The Company evaluates the use of key inputs on an ongoing basis and refines the data as it continues to obtain market data. See Note 5 to the combined and consolidated financial statements for additional information. Credit card receivables, net The fair value approximates the carrying value, due to their short-term nature and is measured using Level 3 inputs. 82 Table of Contents Revolving Credit Facility The fair value of the Revolving Credit Facility, as supplemented or modified from time to time, (the “Revolving Credit Facility”) is measured using Level 3 inputs. The fair value approximates the principal value due to the short-term adjustable-rate nature of the notes payable. Senior unsecured bonds due 2026, 2029 and 2030 The fair value estimates for the Senior Unsecured Bonds are based on quoted prices for identical assets or liabilities in markets that are not active. Accordingly, the Company uses Level 2 inputs for its fair value estimates. 5 . Investment in receivables, net The following table presents the roll forward of the balance of the investment in receivables, net for the following years (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Balance, beginning of year ​ $ 1,497,748 ​ $ 984,496 Purchases ​ ​ 832,077 ​ ​ 723,253 Cash collections ​ ​ ( 998,637 ) ​ ​ ( 584,559 ) Total portfolio income ​ ​ 560,416 ​ ​ 396,304 Changes in expected current period recoveries ​ ​ 8,089 ​ ​ 12,522 Changes in expected future period recoveries ​ ​ ( 2,088 ) ​ ​ ( 12,941 ) Foreign currency adjustments ​ ​ 31,137 ​ ​ ( 21,327 ) Balance, end of year ​ $ 1,928,742 ​ $ 1,497,748 ​ The table below provides the detail on the establishment of negative allowance for expected recoveries of portfolios purchased during the years presented (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Purchase price ​ $ 832,077 ​ $ 497,189 ​ Allowance for credit losses ​ ​ 11,496,126 ​ ​ 8,161,280 ​ Amortized cost ​ ​ 12,328,203 ​ ​ 8,658,469 ​ Noncredit discount ​ ​ 702,539 ​ ​ 540,042 ​ Face value ​ ​ 13,030,742 ​ ​ 9,198,511 ​ Write-off of amortized cost ​ ​ ( 12,328,203 ) ​ ​ ( 8,658,469 ) ​ Write-off of noncredit discount ​ ​ ( 702,539 ) ​ ​ ( 540,042 ) ​ Negative allowance ​ ​ 832,077 ​ ​ 497,189 ​ Negative allowance for expected recoveries ​ $ 832,077 ​ $ 497,189 ​ ​ For the year ended December 31, 2025, the Company purchased receivable portfolios with face values of $ 13,030.7 million for a purchase price of $ 832.1 million or 6.4 % of face value. For the year ended December 31, 2024, the Company purchased receivable portfolios with face values of $ 9 ,198.5 million for a purchase price of $ 723.3 million or 7.9 % of face value. The price paid relative to the face amount of receivables will vary based upon the type of debt purchased, the age of the debt at the time of acquisition and the overall debt acquisition market. The percentage reported represents the weighted average of activity for the year and is a function of the mix of assets acquired in any year. For the receivables purchased in the years ended December 31, 2025 and 2024, the estimated amount of cash flows to be collected were $ 1,534.6 million and $ 1,423.4 million (as of purchase), respectively. 83 Table of Contents Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Actual collections during the years ended December 31, 2025, and 2024, overperformed the projected collections by approximately $ 8.1 million and $ 12.5 million, respectively, primarily driven by continued strong collection performance. When reassessing the forecasts of expected lifetime recoveries during the year ended December 31, 2025, management considered historical and current collection performance and believes that for certain static pools sustained collections underperformance resulted in decreased total expected recoveries. As a result, the Company has updated its forecast, resulting in a net decrease of total estimated remaining collections, which in turn, when discounted to present value, resulted in a change in expected future period recoveries of approximately $ 2.1 million and $ 12.9 million during the years ended December 31, 2025, and 2024, respectively. At the time of the Bluestem portfolio purchase, which consisted primarily of performing receivables, the Company established an allowance for credit losses of $ 304.8 million. Additionally, the Company also established a non-credit premium of $ 93.4 million at the time of purchase At the time of the Conn’s portfolio purchase, which consisted primarily of performing receivables, the Company established an allowance for credit losses of $ 251.3 million. Additionally, due to the discount paid to face value on the portfolio, the Company also established a non-credit discount of $ 89.3 million at the time of purchase. The Company places performing receivables on nonaccrual status when the receivables are greater than 90 days. To facilitate the monitoring of credit quality for performing receivables, and for the purpose of determining an appropriate allowance for losses for these receivables, the Company utilizes payment history and current payment status. The table below presents the information on the past due and non-accrual buckets for the assets acquired in the Conn’s portfolio purchase, and does not include all other purchased loans as they were charged-off at the time of purchase, as of December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Delinquency vintage ​ ​ ​ 2025 ​ ​ ​ 2024 United States ​ ​ ​ ​ ​ ​ Current ​ $ 326,381 ​ $ 352,403 30-59 ​ ​ 49,467 ​ ​ 33,683 60-89 ​ ​ 39,402 ​ ​ 29,685 >90 ​ ​ 109,562 ​ ​ 121,337 Total ​ $ 524,812 ​ $ 537,108 ​ The following table presents non-accrual performing loans by segment as of December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ Nonaccrual ​ ​ ​ ​ Nonaccrual ​ ​ ​ ​ ​ with No ​ ​ ​ ​ with No ​ ​ ​ ​ Nonaccrual ​ ​ ​ Allowance ​ ​ ​ Nonaccrual ​ ​ ​ Allowance United States ​ ​ 109,562 ​ ​ — ​ ​ 121,337 ​ ​ — Total ​ $ 109,562 ​ $ — ​ $ 121,337 ​ $ — ​ ​ 84 Table of Contents 6 . Credit Card Receivables The following table summarizes gross credit card receivables, before allowance for credit losses, by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ United States ​ ​ 8,615 ​ ​ 7,470 ​ Canada ​ ​ 9,480 ​ ​ 11,613 ​ Total ​ $ 18,095 ​ $ 19,083 ​ ​ The Company places credit card receivables on nonaccrual status when the credit card receivables are greater than 90 days past due or within 60 days of being notified that the customer is in bankruptcy status, whichever is earlier. The below tables present the information on the Company’s past due and non-accrual credit card receivables as of December 31, 2025, and 2024. Age analysis of past-due credit card receivables at December 31, 2025 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ > 90 DPD and ($ in 000s) ​ ​ ​ 30-59 ​ ​ ​ 60-89 ​ ​ ​ >90 ​ ​ ​ Past Due ​ ​ ​ Current ​ ​ ​ Total ​ ​ ​ Accruing (1) United States ​ $ 323 ​ $ 210 ​ $ 588 ​ $ 1,121 ​ $ 7,494 ​ $ 8,615 ​ $ — Canada ​ ​ 232 ​ ​ 130 ​ ​ 333 ​ ​ 695 ​ ​ 8,786 ​ ​ 9,480 ​ ​ — Total ​ $ 554 ​ $ 340 ​ $ 921 ​ $ 1,815 ​ $ 16,280 ​ $ 18,095 ​ $ — ​ Age analysis of past-due credit card receivables at December 31, 2024 (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized Cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ > 90 DPD and ($ in 000s) ​ ​ ​ 30-59 ​ ​ ​ 60-89 ​ ​ ​ >90 ​ ​ ​ Past Due ​ ​ ​ Current ​ ​ ​ Total ​ ​ ​ Accruing (1) United States ​ $ 196 ​ $ 177 ​ $ 551 ​ $ 924 ​ $ 6,546 ​ $ 7,470 ​ $ — Canada ​ ​ 281 ​ ​ 157 ​ ​ 339 ​ ​ 777 ​ ​ 10,836 ​ ​ 11,613 ​ ​ — Total ​ $ 477 ​ $ 334 ​ $ 890 ​ $ 1,701 ​ $ 17,382 ​ $ 19,083 ​ $ — ​ Allowance for Credit Losses The following table summarizes the change in the allowance for credit losses for the Company’s credit card receivables portfolio (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ Canada ​ ​ Total Balance as of December 31, 2023 ​ $ 1,109 ​ $ 1,104 ​ $ 2,213 Charge-offs ​ ​ ( 2,028 ) ​ ​ ( 1,775 ) ​ ​ ( 3,803 ) Provision ​ ​ 1,876 ​ ​ 1,621 ​ ​ 3,497 Balance as of December 31, 2024 ​ $ 957 ​ $ 950 ​ $ 1,907 Charge-offs ​ ​ ( 1,857 ) ​ ​ ( 1,465 ) ​ ​ ( 3,323 ) Recoveries ​ ​ 329 ​ ​ 509 ​ ​ 838 Provision ​ ​ 1,579 ​ ​ 782 ​ ​ 2,361 Balance as of December 31, 2025 ​ $ 1,008 ​ $ 775 ​ $ 1,784 ​ ​ 85 Table of Contents Non-Accrual Loans The following table presents non-accrual loans by segment (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 ​ ​ ​ As of December 31, 2024 ​ ​ ​ ​ Nonaccrual ​ ​ ​ ​ Nonaccrual ​ ​ ​ ​ with No ​ ​ ​ ​ with No ​ ​ ​ ​ Nonaccrual ​ ​ ​ Allowance ​ ​ ​ Nonaccrual ​ ​ ​ Allowance United States ​ $ 588 ​ $ — ​ $ 551 ​ $ — Canada ​ 333 ​ — ​ 339 ​ — Total ​ $ 921 ​ $ — ​ $ 890 ​ $ — ​ No interest income was recorded for the non-accrual receivables for the year ended December 31, 2025. 7 . Goodwill and Other Intangible Assets The Company tests goodwill for impairment at least annually as of October, or more frequently, if certain events or circumstances warrant. During the years ended December 31, 2025, and 2024, no impairment of goodwill was recorded. The following table summarizes the changes in goodwill (in thousands) in the Company’s reportable segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United ​ United ​ ​ ​ ​ Latin ​ ​ ​ ​ ​ ​ ​ States ​ ​ ​ Kingdom ​ Canada ​ ​ America ​ Total Goodwill ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ $ 31,633 ​ $ 18,120 ​ $ 7,417 ​ $ — ​ $ 57,170 Acquisitions ​ ​ — ​ ​ 1,089 ​ ​ — ​ ​ — ​ ​ 1,089 Impact of FX translation ​ ​ — ​ ​ — ​ ​ ( 576 ) ​ ​ — ​ ​ ( 576 ) December 31, 2024 ​ $ 31,633 ​ $ 19,209 ​ $ 6,841 ​ $ — ​ $ 57,683 Impact of FX translation ​ ​ — ​ ​ — ​ ​ 331 ​ ​ — ​ ​ 331 December 31, 2025 ​ $ 31,633 ​ $ 19,209 ​ $ 7,172 ​ $ — ​ $ 58,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ $ 2,653 ​ $ — ​ $ 3,866 ​ $ — ​ $ 6,519 Acquisitions ​ ​ 5,272 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,272 Less: Amortization ​ ​ ( 677 ) ​ ​ — ​ ​ ( 607 ) ​ ​ ​ ​ ​ ( 1,284 ) Impact of FX Translation ​ ​ — ​ ​ — ​ ​ ( 270 ) ​ ​ — ​ ​ ( 270 ) December 31, 2024 ​ $ 7,248 ​ $ — ​ $ 2,989 ​ $ — ​ $ 10,237 Less: Amortization ​ ​ ( 3,234 ) ​ ​ — ​ ​ ( 595 ) ​ ​ — ​ ​ ( 3,829 ) Impact of FX Translation ​ ​ — ​ ​ — ​ ​ 133 ​ ​ — ​ ​ 133 December 31, 2025 ​ $ 4,014 ​ $ — ​ $ 2,527 ​ $ — ​ $ 6,541 ​ ​ ​ The estimated amortization expense for the next five years is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount 2026 ​ $ 2,248 2027 ​ ​ 1,466 2028 ​ ​ 889 2029 ​ ​ 889 2030 ​ ​ 387 Thereafter ​ ​ 660 Total future minimum amortization expense ​ $ 6,541 ​ The amortization expense for intangible assets subject to amortization was $ 3.8 million, $ 1.3 million and $ 0.2 million during the years ended December 31, 2025, 2024 and 2023, respectively. ​ 86 Table of Contents 8 . Notes Payable, Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ Amount ​ Interest ​ Amount ​ Interest ​ (in thousands) ​ ​ ​ Outstanding ​ ​ ​ Rate ​ ​ ​ Outstanding ​ ​ ​ Rate ​ ​ ​ Senior unsecured bond due 2026 ​ $ 300,000 6.00 % $ 300,000 6.00 % ​ Senior unsecured bond due 2029 ​ 400,000 9.50 % 400,000 9.50 % ​ Senior unsecured bond due 2030 ​ ​ 500,000 ​ 8.25 % ​ — ​ — ​ ​ Revolving credit facility ​ 231,584 6.79 % 508,146 7.51 % ​ Total ​ $ 1,431,584 7.89 % $ 1,208,146 7.79 % ​ Unamortized debt issuance costs ​ ( 22,544 ) ​ ​ ( 13,420 ) ​ ​ ​ Notes Payable, net ​ $ 1,409,039 ​ ​ ​ $ 1,194,726 ​ ​ ​ ​ On August 4, 2021, the Company completed an offering of $ 300.0 million aggregate principal amount of 6.000 % senior notes due 2026 (the “2026 Notes”) under an indenture (the “2026 Notes Indenture”), dated as of August 4, 2021, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The 2026 Notes are general senior unsecured obligations of the Company and are guaranteed by certain of the Company’s wholly-owned domestic restricted subsidiaries. Interest on the 2026 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2026 Notes mature on August 15, 2026. On and after August 15, 2023, the 2026 Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2026 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2026 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of holders of the 2026 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Dates ​ of Principal ​ 2026 100.000 % ​ The 2026 Notes Indenture contains covenants that limit the Company’s ability and the ability of the Company’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors under the 2026 Notes Indenture; (v) enter into certain transactions with affiliates (vi) sell certain assets, including capital stock of the Company’s subsidiaries; (vii) designate the Company’s subsidiaries as unrestricted subsidiaries; and (viii) pay dividends, redeem or repurchase capital stock or make other restricted payments. The 2026 Notes incurred issuance costs of $ 6.9 million, including legal expenses and origination fees, which reduces the carrying amount of the 2026 Notes. These costs were capitalized at the time of issuance and are being amortized to interest expense over the 5-year term of the 2026 Notes. At December 31, 2025, the unamortized balance of the deferred debt issuance costs was $ 0.8 million. On February 28, 2022, the Company amended its credit agreement entered into on May 21, 2021 (as amended, the “Credit Agreement”) to include a new $ 150.0 million Canadian sub-facility to go alongside the $ 35.0 million UK sub-facility. On April 26, 2023, the Company amended and extended its Credit Agreement to an aggregate commitment of $ 600 million with a 5-year maturity of April 26, 2028. On September 29, 2023, the Company further amended its Credit Agreement to an aggregate commitment of $ 750 million and modified its sub-facility limits to $ 85 million for the Canadian sub-facility and $ 50 million for the U.K. sub-facility. 87 Table of Contents The Credit Agreement contains five financial covenants: ● The Maximum Senior Leverage Ratio to not exceed 2.50 to 1.00 ● The Maximum Leverage Ratio to not exceed 3.25 to 1.00 ● The Minimum Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 ● Minimum Tangible Net Worth not to be less than a starting value plus 50 % of each subsequent quarter’s Net Income ● Minimum Actual Collections where the Company must collect at least 85 % of the projected collections over the trailing twelve-month period. On November 13, 2024, the Company further amended its Credit Agreement to an aggregate commitment of $ 825 million through the exercise of its accordion feature and modified its sub-facility limits to $ 110 million for the Canadian sub-facility and $ 665 million for the U.S. sub-facility. On October 27, 2025 the Company further amended and extended it Credit Agreement to an aggregate commitment of $ 1.0 billion via a syndication led by Citizens Bank. This effected certain amendments to the terms of the credit facility under the Existing Credit Agreement, including, among other things: ● An increase of the aggregate commitments as defined in the Credit Agreement capital by $ 175,000,000 to $ 1,000,000,000 ● A reduction of the interest rate margins applicable to loans outstanding under the Revolving Credit Facility (defined below) by fifty (50) basis points ● A reduction of the non-use fee rate for unutilized commitments under the Revolving Credit Facility by five (5) basis points and a reduction of the maximum applicable non-use fee rate for unutilized commitments to thirty-five (35) basis points ● Elimination of any credit spread adjustments from the calculation of the interest rate applicable to loans outstanding under the Revolving Credit Facility ● Extension of the maturity of the Revolving Credit Facility to October 27, 2030, subject to such maturity being reduced to 91 days in advance of the earliest final scheduled maturity date of either the 9.500 % Senior Notes due February 15, 2029 or the 8.250 % Senior Notes due May 15, 2030, in each case issued by Jefferson Capital Holdings, LLC ● Removal of the existing financial covenant requiring a minimum tangible net worth of certain subsidiaries ● Customary changes (including changes to financial reporting requirements and ‘change of control’ thresholds) to reflect the status of Jefferson Capital as a public company. On February 2, 2024, the Company completed an offering of $ 400.0 million aggregate principal amount of 9.500 % senior notes due 2029 (the “2029 Notes”) under an indenture (the “2029 Notes Indenture”), dated as of February 2, 2024, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes are general senior unsecured obligations of the Company and are guaranteed by certain of the Company’s wholly-owned domestic restricted subsidiaries. Interest on the 2029 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The 2029 Notes mature on February 15, 2029. At any time and from time to time prior to February 15, 2026, the 2029 Notes may be redeemed at the Company’s option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable date of redemption, subject to the rights of holders of 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the applicable premium as of the applicable redemption date. On and after February 15, 2026, the 2029 Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2029 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2029 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of holders of the 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on February 15 of each of the years indicated below: ​ 88 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Percentage Dates ​ of Principal ​ 2027 ​ 104.750 % 2028 102.375 % 2029 and thereafter 100.000 % ​ The 2029 Notes Indenture contains covenants that limit the Company’s ability and the ability of the Company’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors under the 2029 Notes Indenture; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments. The 2029 Notes incurred issuance costs of $ 6.8 million, including legal expenses and origination fees, which reduce the carrying amount of the 2029 Notes. These costs were capitalized at the time of issuance and are being amortized to interest expense over the 5-year term of the 2029 Notes. At December 31, 2025, the unamortized balance of the deferred debt issuance costs was $ 4.2 million. On May 2, 2025, Jefferson Capital Holdings, LLC completed an offering of $ 500.0 million aggregate principal amount of 8.250 % senior notes due 2030 (the “2030 Notes”) under an indenture (the “2030 Notes Indenture”), dated as of May 2, 2025, among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2030 Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2025. The 2030 Notes mature on May 15, 2030. At any time prior to May 15, 2027, the 2030 Notes may be redeemed at Jefferson Capital Holdings, LLC’s option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable date of redemption, subject to the rights of holders of 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the applicable premium as of the applicable redemption date. On and after May 15, 2027, the 2030 Notes may be redeemed, at Jefferson Capital Holdings, LLC’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2030 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2030 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, excluding the applicable redemption date, subject to the right of holders of the 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on May 15 of each of the years indicated below: ​ ​ ​ ​ ​ ​ ​ Percentage ​ Dates ​ of Principal ​ 2027 ​ 104.125 % 2028 102.063 % 2029 and thereafter 100.000 % ​ The 2030 Notes Indenture contains covenants that limit Jefferson Capital Holdings, LLC’s ability and the ability of Jefferson Capital Holdings, LLC’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from Jefferson Capital Holdings, LLC’s restricted subsidiaries that are not guarantors under the 2030 Notes Indenture; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of Jefferson Capital Holdings, LLC’s assets; (vii) sell certain assets, including capital stock of Jefferson Capital Holdings, LLC’s subsidiaries; (viii) designate Jefferson Capital Holdings, LLC’s subsidiaries as unrestricted subsidiaries; and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments. 89 Table of Contents The 2030 Notes incurred issuance costs of $ 8.0 million, including legal expenses and origination fees, which reduce the carrying amount of the 2030 Notes. These costs were capitalized at the time of issuance and are being amortized over the 5-year term of the 2030 Notes. At December 31, 2025, the unamortized balance of the capitalized deferred debt costs was $ 7.0 million. Components of interest expense for the years ended December 31, 2025, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Interest expense ​ $ 99,561 ​ $ 72,986 ​ $ 45,197 Amortization of debt issuance costs ​ ​ 6,223 ​ ​ 4,253 ​ ​ 2,911 Total Interest Expense ​ $ 105,784 ​ $ 77,239 ​ $ 48,108 ​ As of December 31, 2025, the outstanding balances of notes payable were $ 1,409.0 million with a weighted average interest rate of 7.89 %. In comparison, as of December 31, 2024, the outstanding balances of notes payable were $ 1,194.7 million with a weighted average interest rate of 7.79 %. The Company incurred costs related to the issuance and origination of its notes payable which are deferred and recorded net of the debt balance and amortized to interest expense over the life of the debt on an effective interest method. The unamortized debt issuance costs related to the notes payable were $ 22.5 million and $ 13.4 million as of December 31, 2025, and 2024, respectively. Minimum future payments on notes payable as of December 31, 2025, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Than ​ 1 - 3 ​ 4 - 5 ​ More Than (in millions) ​ ​ ​ Total ​ ​ ​ 1 Year ​ ​ ​ Years ​ ​ ​ Years ​ ​ ​ 5 Years Revolving credit facility ​ $ 238.4 ​ $ 238.4 ​ $ — ​ $ — ​ $ — Notes payable ​ ​ 1,515.4 ​ ​ 392.0 ​ ​ 158.5 ​ ​ 964.9 ​ ​ — Total ​ $ 1,753.8 ​ $ 630.4 ​ $ 158.5 ​ $ 964.9 ​ $ — ​ As of December 31, 2025, the Company was in compliance with all the financial covenants of its notes payable. 9. Leases The Company enters into leases as a lessee for data centers, office space, and technology equipment. Lease expense associated with these arrangements are included in other selling, general and administrative expenses in the Company’s combined and consolidated statements of operations. The components of lease expense for the year ended December 31, 2025, 2024 and 2023, are presented as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating lease costs ​ $ 2,173 ​ $ 1,587 ​ $ 1,489 Total lease costs ​ $ 2,173 ​ $ 1,587 ​ $ 1,489 ​ ​ 90 Table of Contents The following table provides supplemental combined and consolidated balance sheet information related to leases as of December 31, 2025, and December 31, 2024 (in thousands, except lease term and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ ​ ​ ​ Classification ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ Other assets ​ $ 3,658 ​ $ 4,449 ​ Total lease right-of-use assets ​ ​ ​ $ 3,658 ​ $ 4,449 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities ​ Other liabilities ​ $ 4,179 ​ $ 4,860 ​ Total lease liabilities ​ ​ ​ $ 4,179 ​ $ 4,860 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (in years) ​ ​ ​ ​ 4.8 ​ ​ 5.5 ​ Weighted-average discount rate ​ ​ ​ ​ 7.6 % ​ 7.5 % ​ Minimum future payments on non-cancellable operating leases as of December 31, 2025, are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases 2026 ​ $ 1,277 2027 ​ ​ 1,208 2028 ​ ​ 821 2029 ​ ​ 553 2030 ​ ​ 522 Thereafter ​ ​ 642 Total undiscounted lease payments ​ ​ 5,023 Less: imputed interest ​ ​ ( 844 ) Lease obligations under operating leases ​ $ 4,179 ​ ​ ​ 10 . Stock Based Compensation Prior to the initial public offering in June 2025, the Company maintained the JCAP TopCo, LLC 2018 Underlying Units Plan (the “Plan”) and the Management Invest LLC 2018 Management Incentive Plan (the “Management Invest Plan”), effective August 31, 2018, to promote the long-term growth and profitability of the Company by providing certain of the Company’s employees and other service providers who were involved in the Company’s growth with an opportunity to acquire equity interests that enable them to share in the appreciation of value of the Company, thereby encouraging such persons to contribute to and participate in the success of the Company. Under the Plan, awards of Class B Units representing limited liability company interests in JCAP TopCo, LLC, a holding company and direct parent of the Company, were issued to Management Invest LLC, which in turn issued corresponding awards of Class B Units in Management Invest LLC to certain of the Company’s employees and other service providers under the Management Invest Plan. As of June 26, 2025, there were 26,932,232 Class B units available for issuance, of which 26,932,232 were issued and outstanding. The Class B units qualified as liability awards since they would have been settled in cash upon redemption and were included in accounts payable and accrued expenses on the combined and consolidated balance sheet. The unit value was calculated based on the estimated fair value of the Company over the original investment amount. Generally, approximately thirty percent ( 30 %) of the units vested in five equal installments on each of the first five anniversaries of their respective grant dates, and the remaining seventy percent ( 70 %) vested upon a change of control if applicable distribution thresholds were achieved. The Company valued its units awarded under the Plan based on the market approach. The Company utilized public company comparable information to establish the measure of invested capital (“MOIC”), which was then applied against the strike prices of the respective vested portion of the units awarded under the Plan to calculate the compensation exposure. 91 Table of Contents As part of the initial public offering, all of the Class B Units issued pursuant to the Management Invest Plan were crystalized and converted into shares of common stock on the basis of the Exchange Ratio used to convert the Class A Units and Class C Units. The conversion took into account the number of Class B Units held, the applicable distribution threshold and the value of the distributions that the holder would have been entitled to receive through their indirect ownership interest in JCAP TopCo, LLC had JCAP TopCo, LLC been liquidated on the date of such conversion in accordance with the terms of the distribution waterfall set forth in the JCAP TopCo LLC Agreement. If in-the-money, the Class B Units were converted into a number of shares based on the respective distribution thresholds and terms of such awards, and if out-of-the-money, were canceled. For Class B Units that were in-the-money but unvested and subject solely to time vesting requirements, such Class B Units were converted into shares of restricted stock and subject to the same time vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization. For Class B Units that were in-the-money but unvested and subject to performance vesting requirements, those were converted into shares of restricted stock and subject to a three-year time-vesting requirement in equal increments from the date of the initial public offering, subject to continued service through the applicable vesting dates (provided, that any such unvested shares of restricted stock will be subject to acceleration in the event of a holder’s termination of service without cause or due to such holder’s death or disability). The conversion of such in-the-money unvested Class B Units was evidenced by individual restricted stock agreements and were not issued under the Company’s 2025 Incentive Award Plan (the “2025 Plan”). Specifically, 6,418,775 shares were issued in respect of Class B Units of Management Invest, LLC (which correspond to Class B Units of JCAP TopCo, LLC) that were in- the-money. These shares were issued as restricted stock either with the same time-based vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization or, if such corresponding Class B Units had performance vesting requirements, with a three year time-vesting requirement. If the vesting conditions of the restricted stock are not satisfied, such restricted stock will be forfeited and canceled. The Company accounts for forfeitures when they occur. The modification of the award Class B Units did not result in a material impact to compensation costs. Holders of converted restricted stock awards will be eligible to receive non-forfeitable dividends in the event the Company determines to pay dividends in respect of its common stock. For Class B Units that were in-the-money and fully vested, those were converted into shares of common stock. With respect to Class B Units that were out-of-the-money and were canceled in the Reorganization, the Company issued new stock options under the 2025 Plan to the employee and director holders of such canceled Class B Units to put them in an approximately equivalent economic position in terms of number of options and exercise prices as they would be in if their Class B Units were not canceled and instead exchanged for new options. Such options were granted effective as of immediately following the determination of the initial public offering price per share of our common stock and were in an amount equal to the number of the out-of-the-money Class B Units that were canceled, multiplied by the Exchange Ratio, and have an exercise price per share equal to the distribution threshold of the out-of-the-money Class B Units, multiplied by the Exchange Ratio (or if greater, the initial public offering price per share of our common stock). The options are subject to the same time-vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization. ​ The Company measures the fair value of stock option awards on the grant date using a Black-Scholes option-valuation model. The model incorporates various assumptions, including the exercise price, expected term, risk-free interest rate, expected stock price volatility, and expected dividend yield. ​ Awards are assumed to be exercised at the midpoint of the earliest and latest exercisable dates and adjusted for moneyness. The earliest expected term for awards with multiple vesting tranches is determined as the weighted average of each vesting tranche, with weights determined by the percentage vesting in a tranche. As the options were granted out-of-the-money, the midlife term is extended ratably, assuming a term based on the midlife for an option at-the-money ( 100 % moneyness) and the full contractual life for an out-of-the-money option at 0 % moneyness. The midpoint approach and moneyness adjustments are supported by industry studies , which suggest the contractual term typically overstates the value of the option and the mid-point provides a more reasonable estimate, given the Company’s limited exercise history and the specific terms of the award. ​ The risk-free rate is assumed to be the term-matched zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date (or most recently available). The interest rate is converted from a semi-annually compounded rate to a continuously compounded rate for purposes of Black-Scholes calculations. For terms where a risk-free rate is not available, the nearest terms greater than and less than the expected term are interpolated to estimate the risk-free rate. 92 Table of Contents Expected volatility is estimated using the historical volatility of a peer group of comparable publicly traded companies, given the limited trading history of the Company’s common stock. The expected dividend yield reflects a dividend rate of 6.40 % per year is assumed. This is calculated assuming a quarterly dividend of $ 0.24 (provided by the Company) and the share price of $ 15.00 at the initial public offering date. ​ A summary of the status of the Company’s equity-based awards and activity as of December 31, 2025 is presented below with the comparative 2024 year having no restricted stock or stock options issued. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Weighted-Average ​ Restricted ​ Grant Date ​ Shares ​ ​ ​ ​ Fair Value Balance at December 31, 2024 — ​ $ — Granted 6,418,775 ​ ​ 15.00 Vested ( 32,616 ) ​ ​ — Exercised — ​ ​ — Forfeited, expired or canceled ( 55,855 ) ​ ​ — Balance December 31, 2025 6,330,304 ​ $ 15.00 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ Weighted-Average ​ Remaining ​ Aggregate ​ Stock Options ​ Grant ​ Contractual Term ​ Intrinsic Value ​ Outstanding ​ ​ ​ ​ Exercise Price ​ (Years) ​ ​ ​ ​ (in thousands) Balance at December 31, 2024 — ​ $ — ​ — ​ $ — Granted 477,542 ​ ​ 24.84 ​ ​ ​ ​ ​ Vested — ​ ​ — ​ ​ ​ ​ ​ Exercised — ​ ​ — ​ ​ ​ ​ ​ Forfeited, expired or canceled — ​ ​ — ​ ​ ​ ​ ​ Balance December 31, 2025 477,542 ​ $ 24.84 ​ 9.2 ​ $ 580.2 ​ For the years ended December 31, 2025, 2024 and 2023 stock-based compensation expense recognized was $ 17.2 million $ 4.5 million and $ 1.0 million, respectively. The change in stock-based compensation expense for the year ended December 31, 2025 is driven by the recognition of stock-based compensation expense associated with the unvested restricted stock, stock options and Class B Units that existed prior to the IPO. As of December 31, 2025, the total unrecognized stock-based compensation expense related to unvested restricted shares was $ 78.4 million, which is expected to be recognized over a remaining weighted average term of 2.50 years. As of December 31, 2025, the total unrecognized compensation expense related to unvested stock options was $ 1.1 million, which is expected to be recognized over a remaining weighted average term of 4.2 years. ​ 11. Commitments and Contingencies Purchase Commitments In the normal course of business, the Company enters into forward flow purchase agreements. A forward flow purchase agreement is a commitment to purchase receivables over a duration that is typically three to twelve months , but can be longer, generally with a specifically defined volume range, frequency, and pricing. Typically, these forward flow contracts have provisions that allow for early termination or price re-negotiation should the underlying quality of the portfolio deteriorate over time or if any particular month’s delivery is materially different than the original portfolio used to price the forward flow contract. Certain of these forward flow purchase agreements may also have termination clauses, whereby the agreements can be canceled by either party upon providing a certain specified amount of notice. As of December 31, 2025, and 2024 the Company had entered into forward flow purchase agreements for the purchase of receivables with an estimated minimum aggregate purchase price of approximately $ 274.5 million and $ 326.8 million, respectively. The Company expects actual purchases under these forward flow purchase agreements to be significantly greater than the estimated minimum aggregate purchase price. 93 Table of Contents Employee Savings and Retirement Plan The Company sponsors defined contribution plans in the U.S., Canada, and the U.K. The U.S. plan is organized as a 401(k) plan under which all employees are eligible to make voluntary contributions to the plan up to 100 % of their compensation, subject to IRS limitations, as defined in the plan. The Company makes matching contributions of 25 % of up to 6 % of an employee’s salary. In Canada, the Company has a Deferred Profit-Sharing Plan (DPSP) in which the Company contributes 3 % of salary to their DPSP fund. Employees contributing to the Registered Retirement Savings Plan (RRSP) or Tax-Free Savings Account (TFSA) receive up to a 2 % match, bringing the potential total match to 5 % of salary. In the U.K., the Company operates the government contribution plan where employees contribute 5 % of their salary and the Company contributes 3 % of the employee salary on a monthly basis. Employees can make additional contributions to the plan via their salary, either by one off extra contribution or increasing the monthly percentage but must contribute a minimum of 5 %. Total compensation expense related to the Company’s contributions was $ 0.9 million, $ 0.8 million and $ 0.7 million for the years ended December 31, 2025, 2024, and 2023 respectively. Commitments to extend credit The Company, in the normal course of business through its credit card programs, has the obligation to purchase the credit card receivables from the issuing bank, thereby incurring off-balance-sheet risk. This risk includes the cardholder’s rights to borrow up to the maximum credit limit on their credit card accounts, which is $ 13.7 million as of December 31, 2025 and $ 15.8 million as of December 31, 2024, beyond their current balances. The Company has not experienced a situation in which all of the Company’s cardholders have exercised their entire available line of credit at any given point in time, nor does management anticipate this will ever occur in the future. Also, the Company can, subject to certain regulatory requirements, reduce or cancel these available credit limits. Contingent payments As part of the Company’s acquisition of Canaccede Financial Group, Ltd. “(Canaccede”) in March 2020, an exit incentive was awarded to the former shareholders of Canaccede for up to $ 15.625 million Canadian dollars that would be payable only on a Liquidity Event for J.C. Flowers (“JCF”), defined to mean a final exit, that yielded net returns to JCF in excess of certain hurdles as defined in the purchase agreement. The payment, which is contingent on a Liquidity Event and achieving certain hurdles, would be based on cash-on-cash returns to JCF, measured at that final exit, as an equity-linked incentive with capped upside and designed to be paid with sale proceeds received from a new owner. Each year the Company reassesses the fair value of the exit incentive payment to determine whether such amount should be recorded within the combined and consolidated financial statements. As of December 31, 2025, the Company determined that the occurrence in the future of a Liquidity Event above the requisite MOIC thresholds will be probable by December 31, 2027. As a result, the Company accrued a liability related to the Canaccede Exit Incentive Payment of $ 9.2 million as of December 31, 2025, $ 7.7 million as of December 31, 2024, and $ 0.0 million as of December 31, 2023 reflecting the net present value of an anticipated payment of the maximum amount. This has been recorded as expense on the income statement in other selling, general and administrative with the offset being a liability on the balance sheet in accounts payable and accrued expenses. Litigation The Company and its subsidiaries are subject to various legal proceedings and claims that arise in the ordinary course of business. For years ended December 31, 2025, December 31, 2024 and December 2023 there are no material pending legal proceedings to which the Company or its subsidiaries are a party. ​ 94 Table of Contents 12. Income Taxes The components of income before taxes and the income tax provision (benefit) for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 United States ​ $ 177,126 ​ $ 101,792 ​ $ 89,632 Foreign ​ ​ 41,310 ​ ​ 35,762 ​ ​ 30,952 ​ ​ $ 218,436 ​ $ 137,554 ​ $ 120,584 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Current Expense ​ ​ ​ ​ ​ ​ Federal ​ $ 1,422 ​ $ — State ​ ​ — ​ ​ — Foreign ​ ​ 7,584 ​ ​ 8,663 ​ ​ $ 9,006 ​ $ 8,663 Deferred expense/(benefit) ​ ​ ​ ​ ​ ​ Federal ​ $ 19,113 ​ $ — State ​ ​ 2,505 ​ ​ — Foreign ​ ​ ( 153 ) ​ ​ — ​ ​ $ 21,465 ​ $ — ​ ​ ​ ​ ​ ​ ​ Total Federal ​ $ 20,535 ​ $ — Total State ​ ​ 2,505 ​ ​ — Total Foreign ​ ​ 7,430 ​ ​ 8,663 Total Income Tax / (Benefit) ​ $ 30,471 ​ $ 8,663 ​ The Company has elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, or ASU 2023-09. The following table is a reconciliation of the U.S. federal statutory rate of 21.0 % to the Company’s effective rate for the year ended December 31, 2025, in accordance with ASU 2023-09: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ (in thousands) ​ ​ ​ Amount ​ ​ ​ Percent ​ U.S. Federal statutory income tax rate ​ $ 45,885 ​ ​ 21.0 % Domestic Federal ​ ​ ​ ​ ​ ​ ​ Tax credits ​ ​ ​ ​ ​ ​ ​ Foreign tax credits ​ ​ ( 2,401 ) ​ ​ ( 1.1 ) % Nontaxable and non-deductible items ​ ​ ​ ​ ​ ​ ​ Partnership income ​ ​ ( 23,878 ) ​ ​ ( 10.9 ) % Other ​ ​ 5,553 ​ ​ 2.5 % Tax effects of restructuring ​ ​ 2,655 ​ ​ 1.2 % Domestic State taxes, net of federal benefit ​ ​ 2,505 ​ ​ 1.2 ​ Foreign tax effects ​ ​ ​ ​ ​ ​ ​ Other foreign jurisdictions ​ ​ 152 ​ ​ 0.1 % ​ ​ $ 30,471 ​ ​ 13.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2023 ​ U.S. Federal provision ​ ​ 0.0 % ​ 0.0 % Effect of: ​ ​ ​ ​ ​ ​ ​ State and local income taxes, net of federal income tax benefit ​ ​ 0.0 % ​ 0.0 % Foreign rate differential ​ ​ 6.3 % ​ 7.5 % ​ ​ $ 6.3 ​ $ 7.5 ​ ​ 95 Table of Contents In 2025, state and local income taxes in Alabama, California, Georgia, Illinois, Michigan, New Jersey, New York, and Tennessee comprise the majority of the domestic state and local income taxes, net of federal effect category. ​ Deferred Taxes are the result of temporary differences between the bases of assets and liabilities for financial reporting purposes. Deferred tax assets and liabilities are compromised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ International tax credits ​ $ 8,105 ​ $ — Federal and State net operating losses ​ ​ 76,506 ​ ​ — Leases ​ ​ 888 ​ ​ — Other Deferred Tax Assets ​ ​ 1,401 ​ ​ — Investment in receivables ​ ​ — ​ ​ 1 Difference in basis of depreciable and amortizable assets ​ ​ — ​ ​ 14 Deferred tax asset ​ $ 86,900 ​ $ 15 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Investment in receivables ​ $ ( 185,163 ) ​ $ ( 988 ) Goodwill and intangible assets ​ ​ ( 699 ) ​ ​ ( 1,043 ) Leases ​ ​ ( 770 ) ​ ​ — Other deferred tax liabilities ​ ​ ( 2,187 ) ​ ​ — Deferred tax liabilities ​ $ ( 188,818 ) ​ $ ( 2,031 ) Net deferred tax liabilities ​ $ ( 101,918 ) ​ $ ( 2,016 ) ​ As of December 31, 2024, for US purposes, the Company operated in a flow-through structure which resulted in no entity level taxation. In June 2025, the Company completed a series of restructuring steps prior to our initial public offering. The result of these restructuring steps was the recording a $ 79.5 million of deferred tax liability from a mix of corporate and flow-through partnership entities contributed to the taxable public corporation. The increase in the deferred tax liability in 2025 as compared to 2024 primarily relates to the deferred tax liabilities recognized through the restructuring steps of the IPO transaction which required the company to establish the historical deferred attributes. Valuation allowances are recorded against deferred tax assets if the Company believes it is more likely than not that some or all of a deferred tax asset will not be realized. In evaluating the need for a valuation allowance, the Company considered all available positive and negative evidence, including carryback availability, future reversals of existing taxable temporary differences, the Company’s recent earnings history, projected future taxable income, the overall business environment, and any applicable tax planning strategies. Based on this evaluation, management has determined that it is more likely than not that the deferred tax assets will be realized and, therefore, no valuation allowance have been recorded for fiscal years ended December 31, 2025, and 2024. As of December 31, 2025, 2024 and 2023, the Company had U.S. federal net operating loss carryforwards of $ 332.0 million, $ 0.0 million and $ 0.0 million, respectively of which all have an indefinite carryforward. As of December 31, 2025, 2024, and 2023 the Company had state net operating loss carryforwards of $ 119.5 million, $ 0.0 million and $ 0.0 million, respectively. 96 Table of Contents The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to income taxes in income tax expense. As of December 31, 2025, and 2024 the Company has no t recorded any unrecognized tax benefits or related penalties and interest. Further, the Company does no t expect any significant changes related to unrecognized tax benefits within the next 12 months. The Company is subject to examination by taxing authorities in the United States and various state and foreign jurisdictions. In general, the statute of limitations for assessments by United States federal and state income tax authorities is three years from the extended due date of the tax return. For the Company’s significant foreign jurisdictions, the statute of limitations is generally three years in Canada and one year in the United Kingdom. The earliest tax years that remain subject to examination are 2022 for the United States and Canada and 2024 for the United Kingdom. Cash paid for income taxes (net of refunds) for the year ended December 31, 2025, 2024 and 2023 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ $ — State and local ​ ​ — ​ ​ — ​ ​ — International ​ ​ ​ ​ ​ ​ ​ ​ ​ Canada ​ ​ 4,872 ​ ​ 5,517 ​ ​ 8,240 United Kingdom ​ ​ 1,585 ​ ​ 1,613 ​ ​ 805 Colombia ​ ​ 1,977 ​ ​ 1,541 ​ ​ — Total ​ $ 8,434 ​ $ 8,671 ​ $ 9,045 ​ ​ 13. Related Party Transactions In February 2023, Jefferson Capital Systems, LLC, one of the Company’s wholly-owned indirect subsidiaries, entered into a participation agreement (the “Participation Agreement”) with HH Warehouse LLC (“HH Warehouse”), pursuant to which Jefferson Capital Systems, LLC sold a 26.75 % beneficial ownership interest (the “Portfolio Interest”) in a portfolio of performing installment loans (the “Portfolio”) to HH Warehouse for $ 2.9 million and agreed to administer the Portfolio and pay HH Warehouse a share of the collections proportionate to the size of the Portfolio Interest. In July 2024, Jefferson Capital Systems, LLC entered into an amendment to the Participation Agreement with HH Warehouse, pursuant to which Jefferson Capital Systems, LLC repurchased the Portfolio Interest from HH Warehouse for $ 1.4 million and assumed all rights and obligations related to the Portfolio Interest. Christopher Giles, a member of the Company’s board of directors, served as Vice President of HH Warehouse and held 12.86 % of the membership interests in HH Warehouse at the time of such transactions. 14. Segment Reporting The Company’s operating segments are based on the Company’s geographies, which is how management monitors and assesses performance. The Company’s geographies are the United States, the United Kingdom, Canada, and Latin America. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. Assets are not reported by operating segment to the CODM. For the Company’s operating segments, the CODM uses net operating income to allocate resources (including employees, property, and financial or capital resources). Additionally, the Company prepares an annual budget at the segment level. The CODM considers budget-to-actual variances on a monthly basis for the profit or loss measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the 97 Table of Contents performance for each segment by comparing the results of each segment with one another and for determining the compensation of certain employees. The following table provides segment measure of profit and loss, Net operating income, by each operating segment (in thousands) and is the measure that the CODM utilizes to determine resource and investment allocations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ ​ ​ ​ United ​ ​ ​ United ​ ​ ​ ​ ​ ​ ​ ​ Latin ​ ​ ​ ​ ​ ​ ​ States ​ Kingdom ​ Canada ​ America ​ Total Total portfolio revenue ​ $ 435,064 ​ $ 25,355 ​ $ 65,588 ​ $ 40,410 ​ $ 566,417 Credit card revenue ​ 2,627 ​ — ​ 4,569 ​ — ​ 7,196 Servicing revenue ​ 12,650 ​ 25,388 ​ 1,638 ​ — ​ 39,676 Total Revenue ​ $ 450,341 ​ $ 50,743 ​ $ 71,795 ​ $ 40,410 ​ $ 613,289 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ $ 1,578 ​ $ — ​ $ 782 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ $ 42,841 ​ $ 15,841 ​ $ 5,196 ​ $ 706 ​ ​ Servicing expenses ​ 143,722 ​ 19,220 ​ 10,163 ​ 14,096 ​ ​ Depreciation and amortization ​ 3,676 ​ ​ 355 ​ ​ 1,193 ​ ​ 30 ​ ​ Professional fees ​ 16,090 ​ 1,014 ​ 513 ​ 1,024 ​ ​ Canaccede exit incentive ​ 1,446 ​ — ​ — ​ — ​ ​ Other selling, general and administrative ​ 12,851 ​ 2,565 ​ 1,297 ​ 595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net operating income ​ $ 228,137 ​ $ 11,748 ​ $ 52,651 ​ $ 23,959 ​ $ 316,495 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income / (Expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 105,784 ) Foreign exchange and other income / (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,725 Total other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 98,059 ) Income Before Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 218,436 ​ 98 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2024 ​ ​ ​ ​ United ​ ​ ​ United ​ ​ ​ ​ ​ ​ ​ ​ Latin ​ ​ ​ ​ ​ ​ ​ States ​ Kingdom ​ Canada ​ America ​ Total Total portfolio revenue ​ $ 287,924 ​ $ 28,534 ​ $ 48,232 ​ $ 31,195 ​ $ 395,885 Credit card revenue ​ 2,776 ​ — ​ 5,562 ​ — ​ 8,338 Servicing revenue ​ 4,999 ​ 23,758 ​ 361 ​ — ​ 29,118 Total Revenue ​ $ 295,699 ​ $ 52,292 ​ $ 54,155 ​ $ 31,195 ​ $ 433,341 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ $ 1,876 ​ $ — ​ $ 1,621 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ $ 28,342 ​ $ 14,127 ​ $ 5,253 ​ $ 390 ​ ​ Servicing expenses ​ 95,599 ​ 15,131 ​ 10,036 ​ 10,123 ​ ​ Depreciation and amortization ​ 1,067 ​ 322 ​ 1,194 ​ 25 ​ ​ Professional fees ​ 9,258 ​ 911 ​ 370 ​ 857 ​ ​ Other selling, general and administrative ​ 12,547 ​ 2,432 ​ 1,154 ​ 439 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income ​ $ 147,010 ​ $ 19,369 ​ $ 34,527 ​ $ 19,361 ​ $ 220,267 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income / (Expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 77,239 ) Foreign exchange and other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5,474 ) Total other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 82,713 ) Income Before Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 137,554 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ ​ ​ ​ United ​ ​ ​ United ​ ​ ​ ​ ​ ​ ​ ​ Latin ​ ​ ​ ​ ​ ​ ​ States ​ Kingdom ​ Canada ​ America ​ Total Total portfolio revenue ​ $ 207,005 ​ $ 24,177 ​ $ 44,870 ​ $ 17,522 ​ $ 293,574 Credit card revenue ​ 3,113 ​ — ​ 5,707 ​ — ​ 8,820 Servicing revenue ​ 4,004 ​ 16,481 ​ 193 ​ — ​ 20,678 Total Revenue ​ $ 214,122 ​ $ 40,658 ​ $ 50,770 ​ $ 17,522 ​ $ 323,072 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ $ 2,106 ​ $ — ​ $ 1,418 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and benefits ​ $ 20,014 ​ $ 11,752 ​ $ 5,299 ​ $ 121 ​ ​ Servicing expenses ​ 70,397 ​ 14,138 ​ 8,177 ​ 8,984 ​ ​ Depreciation and amortization ​ 1,330 ​ 288 ​ 742 ​ 12 ​ ​ Professional fees ​ 4,534 ​ 866 ​ 561 ​ 872 ​ ​ Other selling, general and administrative ​ 3,145 ​ 2,056 ​ 1,919 ​ 290 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income ​ $ 112,596 ​ $ 11,558 ​ $ 32,654 ​ $ 7,243 ​ $ 164,051 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Income / (Expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 48,108 ) Foreign exchange and other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,641 Total other expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 43,467 ) Income Before Income Taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 120,584 ​ ​ 99 Table of Contents 15. Subsequent Events Other than the below, there have been no events since December 31, 2025 that require recognition or disclosure in the combined and consolidated financial statements. On January 7, 2026, the Company announced the pricing of the underwritten public offering of 10,000,000 shares of common stock by certain of its existing stockholders at a price to the public of $ 20.50 per share. In addition, the underwriters purchased from the selling stockholders 1,500,000 additional shares of common stock at the public offering price, less underwriting discounts and commissions. The selling stockholders received all the net proceeds from this offering. As part of the secondary offering, Jefferson Capital concurrently purchased and retired 3,000,000 shares of its common stock from the underwriters at a per-share purchase price equal to the price payable by the underwriters to the selling stockholders in the offering. The offering and the concurrent share repurchase closed on January 9, 2026. Dividend Declaration On March 11, 2026, the Company declared a dividend of $ 0.24 per share, payable on April 2, 2026. ​ 100 Table of Contents Item 9. Chan ges in and Disagreements with Accountants on Accounting and Financial Disclosure. None.