Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitation on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the year covered by this Annual Report on Form 10-K. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company’ as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2025, there was no change made in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider trading arrangements and policies
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) a dopt ed , m odifi ed or t ermi nated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disc losure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10 . Directors, Executive Officers and Corporate Governance
Code of Conduct
Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is publicly available on our Internet website at www.investors.jcap.com. We intend to satisfy the disclosure required by law or Nasdaq Stock Market listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.investors.jcap.com.
Executive Officers and Directors
The information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company’s 2026 annual meeting of shareholders (“2026 Proxy Statement”), and is incorporated herein by reference.
Item 11. Executive Compensation
Information required to be furnished in response to this Item 11 will be set forth in the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required to be furnished in response to this Item 12 will be set forth in the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required to be furnished in response to this Item 13 will be set forth in the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025 and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required to be furnished in response to this Item 14 will be set forth in the 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after December 31, 2025 and is incorporated herein by reference.
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Part IV
Item 15. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/Furnished
Herewith
3.1
Amended and Restated Certificate of Incorporation of Jefferson Capital, Inc.
S-1
333-292576
3.1
1/05/2026
3.2
Amended and Restated Bylaws of Jefferson Capital, Inc.
S-1
333-292576
3.2
1/05/2026
4.1
Specimen Stock Certificate evidencing the shares of common stock
S-1/A
333-287488
4.1
6/13/2025
4.2
Indenture, dated as of August 4, 2021, by and among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
S-1
333-287488
4.2
5/21/2025
4.3
Form of 6.000% Senior Notes due 2026 (included in Exhibit 4.2)
S-1
333-287488
4.3
5/21/2025
4.4
Indenture, dated as of February 2, 2024, by and among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
S-1
333-287488
4.4
5/21/2025
4.5
Form of 9.500% Senior Notes due 2029 (included in Exhibit 4.4).
S-1
333-287488
4.5
5/21/2025
4.6
Indenture, dated as of May 2, 2025, by and among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
S-1
333-287488
4.6
5/21/2025
4.7
Form of 8.250% Senior Notes due 2030 (included in Exhibit 4.6).
S-1
333-287488
4.7
5/21/2025
4.8
Stockholders Agreement
10-Q
001-42718
4.8
8/14/2025
4.9
Description of Securities
*
10.1†
Asset Purchase Agreement, dated as of October 24, 2025, by and among Jefferson Capital Systems, LLC, as Purchaser, BLST Holding Company LLC, BLST Operating Company, LLC, BLST Finco, LLC, BLST FinCo SubCo, LLC, BLST Receivables & Servicing LLC, BLST Sales, Marketing & Servicing, LLC, BLST Northstar, LLC, OBSA Operating Company, LLC, as Sellers.
10-Q
001-42718
10.1
11/14/2025
10.2
Amendment No. 5, dated as of June 3, 2024, to Credit Agreement, dated as of May 21, 2021, by and among CL Holdings, LLC, Jefferson Capital Systems, LLC, JC International Acquisition, LLC, the lenders party thereto and Citizens Bank, N.A., as administrative agent.
S-1/A
333-287488
10.1
5/21/2025
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10.3
Amendment No. 6, dated as of November 13, 2024, to Credit Agreement, dated as of May 21, 2021, by and among CL Holdings, LLC, Jefferson Capital Systems, LLC, JC International Acquisition, LLC, the lenders party thereto and Citizens Bank, N.A., as administrative agent.
S-1/A
333-287488
10.2
5/21/2025
10.4
Amendment No. 7, dated as of October 27, 2025, to Credit Agreement, dated as of May 21, 2021, by and among CL Holdings, LLC, Jefferson Capital Systems, LLC, JC International Acquisition, LLC, CFG Canada Funding, LLC, the lenders party thereto and Citizens Bank, N.A., as administrative agent.
10-Q
001-42718
10.2
11/14/2025
10.5
Asset Purchase Agreement, dated as of October 2, 2024, by and among Jefferson Capital Systems, LLC, as Purchaser, Conn’s, Inc., Conn Appliances, Inc., Conn Credit Corporation, Inc., Conn Credit I, LP, CARF COL LLC, W.S. Badcock LLC, W.S. Badcock Credit LLC, and W.S. Badcock Credit I LLC, as Sellers
S-1/A
333-287488
10.3
5/21/2025
10.6#
JCAP TopCo, LLC 2018 Underlying Units Plan.
S-1/A
333-287488
10.4
6/13/2025
10.7#
Management Invest, LLC 2018 Management Incentive Plan.
S-1/A
333-287488
10.5
6/13/2025
10.8#
Form of Management Incentive Units Award Agreement and Underlying Units Award Agreement.
S-1/A
333-287488
10.6
5/21/2025
10.9#
2025 Incentive Award Plan.
S-1/A
333-287488
10.7
6/13/2025
10.10#
Form of Restricted Stock Unit Grant Notice and Agreement under the 2025 Incentive Award Plan.
S-1/A
333-287488
10.8
6/13/2025
10.11#
Form of Stock Option Grant Notice and Agreement under the 2025 Incentive Award Plan.
S-1/A
333-287488
10.9
6/13/2025
10.12#
Form of Jefferson Capital, Inc. Restricted Stock Agreement.
S-1/A
333-287488
10.10
6/13/2025
10.13#
Amended and Restated Senior Management Agreement, dated as of March 20, 2018, by and among CL Holdings, LLC, FMT Services, LLC and David Burton.
S-1/A
333-287488
10.11
6/13/2025
10.14
Form of Indemnification Agreement
S-1/A
333-287488
10.12
6/13/2025
19.1
Insider Trading Policy
*
21.1
List of Subsidiaries
S-1/A
333-287488
21.1
6/13/2025
23.1
Consent of Deloitte & Touche as to Jefferson Capital, Inc.
*
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
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32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
97
Jefferson Capital, Inc. Policy for Recovery of Erroneously Awarded Compensation
*
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 99.1)
*
*Filed herewith
**Furnished herewith
† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
# Indicates a management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
Date: March 12, 2026
Jefferson Capital, Inc.
By:
/s/ David Burton
Name:
David Burton
Title:
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Christo Realov
Name:
Christo Realov
Title:
Chief Financial Officer
(Principal Financial Officer)
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SIGNATURE
TITLE
DATE
/s/ David Burton
President, Chief Executive Officer and Chairman
March 12, 2026
David Burton
( Principal Executive Officer )
/s/ Christo Realov
Chief Financial Officer
March 12, 2026
Christo Realov
( Principal Financial and Accounting Officer )
/s/ Thomas Harding
Director
March 12, 2026
Thomas Harding
/s/ John Oros
Director
March 12, 2026
John Oros
/s/ Thomas Lydon, Jr.
Director
March 12, 2026
Thomas Lydon, Jr.
/s/ Christopher Giles
Director
March 12, 2026
Christopher Giles
/s/ Ronald Vaske
Director
March 12, 2026
Ronald Vaske
/s/ Beth Leonard
Director
March 12, 2026
Beth Leonard
107