~~TABLE~~http://fasb.org/us-gaap/2025#OtherAssetshttp://fasb.org/us-gaap/2025#OtherLiabilities0002046042falseJefferson OFCapital, ~~CONTENTS~~ Inc. / DEP31MP36MP5YP5YP5YP5Yhttp://fasb.org/us-gaap/2025#OtherAssetshttp://fasb.org/us-gaap/2025#OtherLiabilities0P3Mhttp://fasb.org/us-gaap/2025#RelatedPartyMember1001000http://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://www.jcap.com/20250930#JeffersonCapitalHoldingsLlcMember0002046042us-gaap:CommonStockMember2025-01-012025-09-300002046042us-gaap:RetainedEarningsMember2025-09-300002046042us-gaap:AdditionalPaidInCapitalMember2025-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300002046042us-gaap:RetainedEarningsMember2025-06-300002046042us-gaap:AdditionalPaidInCapitalMember2025-06-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberus-gaap:RetainedEarningsMember2024-12-310002046042us-gaap:RetainedEarningsMember2024-12-310002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberus-gaap:RetainedEarningsMember2024-11-110002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberus-gaap:CommonStockMember2024-11-110002046042us-gaap:RetainedEarningsMember2024-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300002046042jcap:ContributionByStockholderMember2024-09-300002046042us-gaap:RetainedEarningsMember2024-06-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300002046042jcap:ContributionByStockholderMember2024-06-3000020460422024-06-300002046042us-gaap:RetainedEarningsMember2023-12-310002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310002046042jcap:ContributionByStockholderMember2023-12-310002046042us-gaap:IPOMember2025-06-3000020460422025-04-012025-06-300002046042us-gaap:RestrictedStockMember2025-06-300002046042jcap:JcapTopcoLlc2018UnderlyingUnitsPlanMember2025-06-260002046042us-gaap:RestrictedStockMember2024-09-300002046042jcap:JcapTopcoLlc2018UnderlyingUnitsPlanMember2025-06-262025-06-260002046042us-gaap:RestrictedStockMemberjcap:ClassBUnitsMember2025-06-012025-06-300002046042us-gaap:RestrictedStockMember2025-04-012025-06-300002046042us-gaap:RestrictedStockMember2025-07-012025-09-300002046042jcap:JcapTopcoLlc2018UnderlyingUnitsPlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2025-06-012025-06-300002046042jcap:JcapTopcoLlc2018UnderlyingUnitsPlanMember2025-06-012025-06-300002046042jcap:ClassBUnitsMember2025-06-012025-06-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300002046042jcap:InvestmentInReceivablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300002046042jcap:InvestmentInReceivablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310002046042jcap:InvestmentInReceivablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310002046042jcap:InvestmentInReceivablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310002046042us-gaap:PurchaseCommitmentMember2025-09-300002046042us-gaap:PurchaseCommitmentMember2024-09-300002046042jcap:ConnsPortfolioPurchaseMemberjcap:InformationTechnologyHardwareMember2024-12-030002046042us-gaap:IPOMember2025-06-012025-06-300002046042us-gaap:CreditCardReceivablesMember2024-01-012024-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300002046042us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300002046042jcap:SeniorUnsecuredNotesDue2030Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2030Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310002046042jcap:SeniorUnsecuredNotesDue2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310002046042jcap:SeniorUnsecuredNotesDue2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310002046042jcap:CreditAgreementsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310002046042jcap:CreditAgreementsMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberus-gaap:RetainedEarningsMember2024-11-122024-12-310002046042us-gaap:RetainedEarningsMember2024-07-012024-09-300002046042us-gaap:RetainedEarningsMember2024-01-012024-09-300002046042jcap:JCFlowersMemberjcap:JeffersonCapitalHoldingsLlcMember2025-09-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberjcap:JeffersonCapitalHoldingsLlcMemberus-gaap:SubsequentEventMember2025-06-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberjcap:JcapTopCoLLCMemberus-gaap:SubsequentEventMember2025-06-300002046042jcap:JcapTopcoLlcMemberjcap:JeffersonCapitalHoldingsLlcMember2025-06-300002046042jcap:JcapTopcoLlcMember2025-06-300002046042jcap:InvestorsMemberjcap:JeffersonCapitalHoldingsLlcMemberus-gaap:IPOMember2025-09-300002046042jcap:ManagementStockholdersMemberjcap:JeffersonCapitalHoldingsLlcMember2025-09-300002046042jcap:ConnsPortfolioPurchaseMemberus-gaap:IntellectualPropertyMember2024-12-030002046042jcap:ConnsPortfolioPurchaseMemberjcap:AssembledWorkforceMember2024-12-030002046042country:CA2025-01-012025-09-300002046042country:CA2024-01-012024-09-300002046042country:GB2024-01-012024-09-300002046042country:US2025-09-300002046042country:GB2025-09-300002046042country:CA2025-09-300002046042country:US2024-12-310002046042country:GB2024-12-310002046042country:CA2024-12-310002046042country:US2024-09-300002046042country:GB2024-09-300002046042country:CA2024-09-300002046042country:US2023-12-310002046042country:GB2023-12-310002046042country:CA2023-12-310002046042jcap:ConnsPortfolioPurchaseMemberjcap:InvestmentInReceivablesMember2025-01-012025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2025-09-300002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-09-300002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2025-09-300002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2025-09-300002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2025-09-300002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2025-09-300002046042country:USjcap:InvestmentInReceivablesMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-12-310002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-12-310002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-12-310002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2024-12-310002046042country:USus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2024-12-310002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-12-310002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-12-310002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-12-310002046042country:USjcap:InvestmentInReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetPastDueMember2024-12-310002046042us-gaap:CreditCardReceivablesMemberus-gaap:FinancialAssetNotPastDueMember2024-12-310002046042country:USjcap:InvestmentInReceivablesMember2024-12-310002046042country:USus-gaap:CreditCardReceivablesMember2025-01-012025-09-300002046042country:CAus-gaap:CreditCardReceivablesMember2025-01-012025-09-300002046042jcap:InvestmentInReceivablesMember2025-03-310002046042jcap:InvestmentInReceivablesMember2024-12-310002046042jcap:InvestmentInReceivablesMember2024-03-310002046042jcap:InvestmentInReceivablesMember2023-12-310002046042country:USus-gaap:CreditCardReceivablesMember2025-09-300002046042country:CAus-gaap:CreditCardReceivablesMember2025-09-300002046042us-gaap:CreditCardReceivablesMember2025-09-300002046042country:USus-gaap:CreditCardReceivablesMember2024-12-310002046042country:CAus-gaap:CreditCardReceivablesMember2024-12-310002046042us-gaap:CreditCardReceivablesMember2024-12-310002046042us-gaap:RestrictedStockMember2025-09-300002046042us-gaap:SubsequentEventMember2025-11-120002046042us-gaap:RetainedEarningsMember2025-07-012025-09-300002046042us-gaap:RetainedEarningsMember2025-01-012025-09-300002046042jcap:ContributionByStockholderMember2024-07-012024-09-300002046042jcap:ContributionByStockholderMember2024-01-012024-09-300002046042srt:MaximumMemberjcap:RetirementSavingsPlanOrTaxFreeSavingsAccountMembercountry:CAus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042srt:MinimumMembercountry:GBus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042jcap:DeferredProfitSharingPlanMembercountry:CAus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042country:USus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042country:GBus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042country:CAus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042srt:MaximumMembercountry:USus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-09-300002046042us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-09-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2024-11-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2023-12-310002046042jcap:CreditAgreementsMember2023-04-262023-04-260002046042jcap:SeniorUnsecuredNotesDue2030Member2025-05-022025-05-020002046042jcap:SeniorUnsecuredNotesDue2030Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2030Memberus-gaap:DebtInstrumentRedemptionPeriodOneMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2030Memberjcap:DebtInstrumentRedemptionPeriodThreeAndThereafterMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:DebtInstrumentRedemptionPeriodOneMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Memberjcap:DebtInstrumentRedemptionPeriodThreeAndThereafterMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2026Memberjcap:DebtInstrumentRedemptionPeriodTwoAndThereafterMember2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Member2024-02-022024-02-020002046042jcap:SeniorUnsecuredNotesDue2030Memberus-gaap:SubsequentEventMember2025-10-270002046042jcap:SeniorUnsecuredNotesDue2029Memberus-gaap:SubsequentEventMember2025-10-270002046042jcap:CreditAgreementsMember2025-09-300002046042jcap:SeniorUnsecuredNotesDue2030Member2025-05-020002046042jcap:USSubFacilityMember2024-11-130002046042jcap:CreditAgreementsMember2024-11-130002046042jcap:CanadianSubFacilityMember2024-11-130002046042jcap:SeniorUnsecuredNotesDue2029Member2024-02-020002046042jcap:UKSubFacilityMember2023-09-290002046042jcap:CreditAgreementsMember2023-09-290002046042jcap:CanadianSubFacilityMember2023-09-290002046042jcap:CreditAgreementsMember2023-04-260002046042jcap:UKSubFacilityMember2022-02-280002046042jcap:CanadianSubFacilityMember2022-02-280002046042jcap:SeniorUnsecuredNotesDue2026Member2021-08-040002046042jcap:SeniorUnsecuredNotesDue2030Member2025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Member2025-09-300002046042jcap:SeniorUnsecuredNotesDue2026Member2025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Member2024-12-310002046042jcap:SeniorUnsecuredNotesDue2026Member2024-12-310002046042jcap:CreditAgreementsMember2024-12-310002046042jcap:JcapTopcoLlcMemberjcap:ManagementStockholdersMemberjcap:ClassBUnitsMember2025-06-012025-06-300002046042jcap:JcapTopcoLlcMemberjcap:ClassBUnitsMember2025-06-012025-06-300002046042jcap:JcapTopcoLlcMemberjcap:ClassAndClassCUnitsMember2025-01-012025-09-300002046042us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMemberjcap:TopClientMember2025-01-012025-09-300002046042us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMemberjcap:TopClientMember2024-01-012024-09-300002046042us-gaap:CommonStockMember2025-09-300002046042us-gaap:CommonStockMember2025-06-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2024-11-070002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2024-11-1100020460422023-12-3100020460422024-09-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2024-12-310002046042jcap:BluestemReceivablesAssetAcquisitionMemberus-gaap:SubsequentEventMember2025-10-242025-10-240002046042jcap:ConnsPortfolioPurchaseMember2024-12-032024-12-030002046042us-gaap:CreditCardReceivablesMember2025-01-012025-09-300002046042us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300002046042us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300002046042jcap:ConnsPortfolioPurchaseMemberus-gaap:IntellectualPropertyMember2024-12-032024-12-030002046042jcap:ConnsPortfolioPurchaseMemberjcap:AssembledWorkforceMember2024-12-032024-12-030002046042jcap:JeffersonCapitalSystemsLlcMemberjcap:HhWarehouseLlcMemberjcap:ParticipationAgreementMemberus-gaap:RelatedPartyMember2024-07-012024-07-310002046042jcap:UnitedKingdomSegmentMember2025-07-012025-09-300002046042jcap:LatinAmericaSegmentMember2025-07-012025-09-300002046042jcap:UnitedKingdomSegmentMember2025-01-012025-09-300002046042jcap:LatinAmericaSegmentMember2025-01-012025-09-300002046042jcap:ConnsPortfolioPurchaseMember2025-01-012025-09-300002046042jcap:UnitedKingdomSegmentMember2024-07-012024-09-300002046042jcap:LatinAmericaSegmentMember2024-07-012024-09-300002046042jcap:ConnsPortfolioPurchaseMember2024-01-012024-12-310002046042jcap:UnitedKingdomSegmentMember2024-01-012024-09-300002046042jcap:LatinAmericaSegmentMember2024-01-012024-09-300002046042jcap:JcapTopcoLlcMemberjcap:ClassAndClassCUnitsMember2025-09-300002046042jcap:JcapTopcoLlcMemberjcap:ClassBUnitsMember2025-06-300002046042us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMemberjcap:TopFiveClientsMember2025-01-012025-09-300002046042us-gaap:CostOfGoodsTotalMemberus-gaap:SupplierConcentrationRiskMemberjcap:TopFiveClientsMember2024-01-012024-09-300002046042jcap:JcapTopcoLlc2018UnderlyingUnitsPlanMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-06-012025-06-300002046042jcap:ChristopherGilesMemberjcap:ParticipationAgreementMembersrt:DirectorMember2024-07-012024-07-3100020460422024-01-012024-12-310002046042srt:MinimumMemberus-gaap:PurchaseCommitmentMember2025-01-012025-09-300002046042srt:MaximumMemberus-gaap:PurchaseCommitmentMember2025-01-012025-09-300002046042jcap:ConnsPortfolioPurchaseMember2024-12-030002046042jcap:InvestmentInReceivablesMember2025-09-300002046042jcap:InvestmentInReceivablesMember2024-09-300002046042jcap:InvestmentInReceivablesMember2025-07-012025-09-300002046042jcap:InvestmentInReceivablesMember2024-07-012024-09-300002046042jcap:InvestmentInReceivablesMember2025-01-012025-09-300002046042jcap:InvestmentInReceivablesMember2024-01-012024-09-300002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMemberus-gaap:CommonStockMember2024-11-122024-12-310002046042jcap:JeffersonCapitalInc.BeforeBusinessCombinationMember2024-11-122024-12-310002046042jcap:SeniorUnsecuredNotesDue2030Member2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2029Member2025-01-012025-09-300002046042jcap:SeniorUnsecuredNotesDue2026Member2025-01-012025-09-300002046042jcap:CreditAgreementsMemberus-gaap:SubsequentEventMember2025-10-270002046042jcap:CreditAgreementsMemberus-gaap:SubsequentEventMember2025-10-272025-10-270002046042jcap:CanadaSegmentMember2025-07-012025-09-3000020460422025-07-012025-09-300002046042jcap:CanadaSegmentMember2025-01-012025-09-300002046042jcap:UnitedStatesSegmentMember2024-07-012024-09-300002046042jcap:CanadaSegmentMember2024-07-012024-09-3000020460422024-07-012024-09-300002046042jcap:UnitedStatesSegmentMember2024-01-012024-09-300002046042jcap:CanadaSegmentMember2024-01-012024-09-3000020460422024-01-012024-09-300002046042jcap:JcapTopcoLlcMember2025-01-012025-09-300002046042srt:MaximumMember2020-03-012020-03-3100020460422025-06-300002046042srt:MaximumMember2025-09-300002046042srt:MaximumMember2024-09-300002046042jcap:UnitedStatesSegmentMember2025-07-012025-09-300002046042jcap:UnitedStatesSegmentMember2025-01-012025-09-300002046042jcap:JeffersonCapitalSystemsLlcMemberjcap:HhWarehouseLlcMemberjcap:ParticipationAgreementMemberus-gaap:RelatedPartyMember2023-02-012023-02-280002046042jcap:ConnsPortfolioPurchaseMember2025-09-300002046042jcap:ConnsPortfolioPurchaseMember2025-01-310002046042jcap:ConnsPortfolioPurchaseMember2024-12-040002046042jcap:BluestemReceivablesAssetAcquisitionMemberus-gaap:SubsequentEventMember2025-10-2400020460422025-09-3000020460422024-12-3100020460422025-01-012025-09-30iso4217:USDjcap:employeexbrli:purexbrli:sharesiso4217:CADjcap:installmentjcap:issuerjcap:clientiso4217:USDxbrli:shares

AsTable ~~filed~~of ~~with the U.S. Securities and Exchange Commission on May 21, 2025.~~ Contents

~~Registration~~As Nofiled with the U.S. ~~333- ~~Securities and Exchange Commission on January 5, 2026.

Registration No. 333-

UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER ~~THE SECURITIES ACT OF 1933~~

THE SECURITIES ACT OF 1933

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 6153 (Primary Standard Industrial Classification Code Number) 33-1923926 (I.R.S. Employer Identification Number)

Delaware		6153		33-1923926
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification Number)

600 South Highway 169, Suite 1575 Minneapolis, Minnesota 55426 Phone Number: (320) 229-8505

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~David Burton Chief Executive Officer~~ 600 South Highway 169, Suite 1575 ~~Minneapolis, Minnesota 55426 Phone Number: (320) 229-8505~~

~~(Name~~Minneapolis, ~~address,~~Minnesota ~~including zip code, and telephone number, including area code, of agent for service)~~ 55426

Phone Number: (320) 229-8505

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Burton

Chief Executive Officer

600 South Highway 169, Suite 1575

Minneapolis, Minnesota 55426

Phone Number: (320) 229-8505

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe Erika Weinberg Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 Matthew Pfohl Chief Administrative Officer and General Counsel Jefferson Capital, Inc. 600 South Highway 169, Suite 1575 Minneapolis, Minnesota 55426 (320) 229-8505 Alexander D. Lynch Michael Stein Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000


Marc D. Jaffe Erika Weinberg Sandy Kugbei Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200		Matthew Pfohl Chief Administrative Officer and General Counsel Jefferson Capital, Inc. 600 South Highway 169, Suite 1575 Minneapolis, Minnesota 55426 (320) 229-8505		Alexander D. Lynch Michael Stein Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ ☐ ~~ ~~ Accelerated filer ☐ ☐ Non-accelerated filer ☒ ☒ ~~ ~~ Smaller reporting company ☐ ☐ ~~ ~~ Emerging growth company ☒ ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~Subject~~The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to ~~Completion,~~sell ~~dated ,~~these ~~2025~~securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Table of Contents

SUBJECT TO COMPLETION, DATED JANUARY 5, 2026

PRELIMINARY PROSPECTUS

10,000,000 Shares

Jefferson Capital, Inc.

Common Stock

The selling stockholders named in this prospectus are offering 10,000,000 shares of our common stock. We are not selling any shares of our common stock under this prospectus, and we will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders in this offering, including any shares they may sell pursuant to the underwriters’ option to purchase additional shares of common stock.

~~This~~We isintend to purchase from the ~~initial~~underwriters ~~public~~3,000,000 ~~offering~~shares of ~~the~~our common stock ofat ~~Jefferson~~a ~~Capital,~~price ~~Inc.~~per Weshare ~~are~~equal ~~offering shares~~to ofthe ~~our~~price ~~common~~per ~~stock,~~share ~~and~~to be paid by the underwriters to the selling stockholders. ~~named~~The inunderwriters ~~this~~will ~~prospectus~~not ~~are~~receive ~~offering~~ any compensation for the shares of our common stock being repurchased by us. The completion of the share repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this offering.

WeOur ~~expect~~common ~~the~~stock ~~public~~is ~~offering~~listed ~~price~~on tothe beNasdaq ~~between~~Global ~~$ and~~Select ~~$ per~~Market ~~share.~~(“Nasdaq”) ~~Currently,~~under nothe ~~public~~symbol ~~market~~“JCAP.” ~~exists~~On ~~for~~January ~~our~~2, ~~common~~2026, ~~stock.~~the Welast ~~have~~reported ~~applied~~sale toprice ~~list~~of our common stock on the Nasdaq ~~Global~~was ~~Select~~$ 22.11 ~~Market~~per ~~(“Nasdaq”)~~share. ~~under~~The ~~the~~public ~~symbol~~offering ~~“JCAP.”~~price ~~This~~will ~~offering~~be isdetermined ~~contingent~~between ~~upon~~us, ~~final~~the ~~approval~~selling ofstockholders, and the ~~listing~~underwriters ofat ~~our~~the ~~common~~time ~~stock~~of onpricing ~~the~~and ~~Nasdaq,~~may ~~which~~be weat ~~expect~~a discount to ~~occur~~the ~~promptly~~current ~~after~~market price. Accordingly, the ~~date~~recent ofmarket price used throughout this prospectus. may not be indicative of the public offering price.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 29 35 of this prospectus for factors you should consider before investing in our common stock.

Per Share

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

Proceeds, before expenses, to the selling stockholders

(1)


		PER SHARE		TOTAL
Public offering price⁽¹⁾		$		$
Underwriting discounts and commissions⁽²⁾		$		$
Proceeds, before expenses, to the selling stockholders		$		$

See “Underwriting” for additional information regarding underwriting compensation.

At(1) ~~our~~The ~~request~~3,000,000 ~~the underwriters have reserved percent of the~~ shares of common stock tothat bewe ~~issued~~expect byto usrepurchase ~~and~~from ~~offered~~the byunderwriters ~~this~~in ~~prospectus~~the ~~for~~share ~~sale,~~repurchase atwill ~~the~~be ~~initial~~purchased ~~public~~at ~~offering~~a price, toper ~~certain~~share ofequal ~~our directors, officers and employees and friends and family members of certain of our directors, officers and employees. The number of shares of common stock available for sale~~ to the ~~general~~price ~~public~~per ~~will~~share ~~be reduced~~ to ~~the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will~~ be ~~offered~~paid by the underwriters to the ~~general~~selling ~~public on the same basis as the other shares offered by this prospectus~~stockholders. ~~Jefferies LLC will administer our directed share program. See “Underwriting — Directed Share Program.”~~

~~The~~(2) ~~selling~~See ~~stockholders~~“Underwriting” ~~have granted the underwriters an option~~ for ~~a period of 30 days to purchase up to an~~ additional ~~shares~~ ofinformation ~~our~~regarding ~~common stock at the initial public offering price, less~~ underwriting ~~discounts and commissions~~compensation. WeThe underwriters will not receive any ~~proceeds~~discount ~~from~~or ~~the~~commission ~~sale~~on ~~of shares of our common stock offered by~~ the ~~selling stockholders~~3,000,000 ~~including upon the sale of~~ shares of our common stock bythat ~~the~~we ~~selling~~expect ~~stockholders~~to ifrepurchase from the underwriters ~~exercise~~in ~~their~~the ~~option~~share ~~to purchase additional shares of our common stock~~repurchase.

~~Immediately~~The ~~following~~selling ~~this~~stockholders ~~offering,~~have ~~funds~~granted ~~controlled~~the byunderwriters ~~our~~an ~~sponsor,~~option ~~J.C.~~for ~~Flowers~~a &period ~~Co.~~of ~~LLC~~30 ~~(“J.C.~~days ~~Flowers”),~~to ~~will~~purchase ~~beneficially~~up ~~own~~to ~~shares~~an ~~collectively~~additional ~~representing~~1,500,000 ~~approximately %~~shares of ~~the~~our ~~voting~~common ~~power~~stock ofat ~~our~~the ~~outstanding~~public ~~shares~~offering ofprice, ~~common~~less ~~stock~~underwriting ~~(or %~~discounts ifand ~~the~~commissions. ~~underwriters~~We ~~exercise~~will innot ~~full~~receive ~~their~~any ~~option~~proceeds tofrom ~~purchase~~the ~~additional~~sale of shares of our common stock ~~from~~offered by the selling stockholders~~). As a result~~, weincluding ~~expect~~upon tothe besale aof ~~“controlled~~shares ~~company”~~of ~~within~~our ~~the~~common ~~meaning~~stock ofby the ~~corporate~~selling ~~governance~~stockholders ~~rules~~if of the ~~Nasdaq.~~underwriters Asexercise atheir ~~“controlled~~option ~~company,” we are permitted~~ to ~~elect~~purchase ~~not~~additional toshares ~~comply with certain corporate governance rules~~ of ~~the~~our ~~Nasdaq.~~common ~~See the section titled “Management — Controlled Company Status~~stock.”

Immediately following this offering and the share repurchase, funds controlled by our sponsor, J.C. Flowers & Co. LLC (“J.C. Flowers”), will beneficially own shares collectively representing approximately 55.4% of the voting power of our outstanding shares of common stock (or 53.1% if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders). Therefore, we will continue to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance rules of the Nasdaq. See the section titled “Management — Controlled Company Status.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~This is a firm commitment underwritten offering.~~ The underwriters expect to deliver shares of our common stock against payment in New York, New York on or about , ~~2025~~2026.

Lead Bookrunning Managers

~~Jefferies~~ Jefferies Keefe, Bruyette & Woods ~~ ~~ A Stifel Company

Bookrunning Managers

Citizens Capital Markets Raymond James Truist Securities ~~Raymond~~ ~~James~~ Capital One Securities DNB Carnegie FHN Financial Securities Corp. ING ~~Truist~~ KeyBanc Capital Markets Regions Securities LLC Synovus Texas Capital Securities

Capital One Securities DNB Carnegie Regions Securities LLC Synovus

Co-Managers

FHN Financial Securities Corp. ING

The date of this prospectus is , ~~2025~~2026.

TABLE OF CONTENTS

Table of Contents
	PAGE
Prospectus Summary		1
Risk Factors		35
Cautionary Note Regarding Forward-Looking Statements		56
Use of Proceeds		58
Dividend Policy		59
Capitalization		60
The Reorganization		64
Management’s Discussion and Analysis of Financial Condition and Results of Operations		74
Business		116
Management		152
Executive Compensation		159
Certain Relationships and Related Party Transactions		171
Principal and Selling Stockholders		174
Description of Capital Stock		176
Shares Eligible for Future Sale		182
Description of Certain Indebtedness		184
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		188
Underwriting		192
Legal Matters		201
Experts		202
Where You Can Find More Information		203
Index to Financial Statements		F-1

Table of Contents

Table of Contents

	PAGE
Prospectus Summary	1
Risk Factors	29
Cautionary Note Regarding Forward-Looking Statements	47
Use of Proceeds	48
Dividend Policy	49
Capitalization	50
Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Business	95
Management	127
Executive Compensation	133
Certain Relationships and Related Party Transactions	142
Principal and Selling Stockholders	145
Description of Capital Stock	147
Shares Eligible for Future Sale	153
Description of Certain Indebtedness	155
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders	159
Underwriting	162
Legal Matters	171
Experts	172
Where You Can Find More Information	173
Index to Financial Statements	F-1

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared or that have been prepared on our behalf, or to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

MARKET AND INDUSTRY DATA

The market data and other statistical information used throughout this prospectus are based on independent industry publications, reports by market research firms or other published independent sources. Certain market, ranking and industry data included in this prospectus, including the size of certain markets, our size or position and the positions of our competitors within these markets, and our solutions relative to our competitors, are based on the estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, trade and business organizations and other contacts in the markets in which we operate. Unless otherwise noted, all of our market share and market position information presented in this prospectus is generally based on a number of sources and factors, including publicly available information about the distressed and insolvent receivables markets and our competitors, the size of our client base and management’s experience in, and knowledge of, our industry and competitive landscape. In addition, the discussion herein regarding our various markets is based on how we define the markets for our solutions.

This prospectus includes industry data that we obtained from periodic industry publications. Although we believe the market and industry data, forecasts and projections included in this prospectus are reliable, we have not independently verified any data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

The sources of these periodic industry publications are provided below:

▪ Federal Reserve Bank of New York, Center for Microeconomic Data, Quarterly Report on Household Debt and Credit, February 2025;

~~Federal~~▪ ~~Reserve Bank of New York~~Equifax, ~~Center~~U.S. ~~for~~National ~~Microeconomic~~Consumer ~~Data,~~Credit ~~Quarterly~~Trends Report: ~~on Household Debt and Credit~~Originations, ~~February~~ January 2025;

▪

Kroll Bond Rating Agency, U.S. Auto Loan ABS Indices: March 2025;

▪

Federal Reserve Bank of St. Louis, Charge-Off Rate on Other Consumer Loans, All Commercial Banks, accessed March 2025;

▪

Government of Canada, 2019 and 2024 Insolvency Statistics in Canada, accessed March 2025;

▪

Statistics Canada, Table 36-10-0639-01 Credit liabilities of households (x 1,000,000), accessed March 2025;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2019;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2020;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2023;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Second Quarter 2024;

▪

Bank of England, Bankstats tables, accessed March 2025;

▪

Bank of England, LPMBI2O Database, accessed March 2025;

▪

Ofcom, Pricing trends for communications services in the UK, December 2024;

▪

Ofgem, Debt and Arrears Indicators, Q4 2024; and

▪

Superintendencia Financiera de Colombia, Evolución cartera de créditos, accessed March 2025.

▪

Equifax, U.S. National Consumer Credit Trends Report: Originations, January 2025;

▪

Kroll Bond Rating Agency, U.S. Auto Loan ABS Indices: March 2025;

▪

Federal Reserve Bank of St. Louis, Charge-Off Rate on Other Consumer Loans, All Commercial Banks, accessed March 2025;

▪

Government of Canada, 2019 and 2024 Insolvency Statistics in Canada, accessed March 2025;

▪

Statistics Canada, Table 36-10-0639-01 Credit liabilities of households (x 1,000,000), accessed March 2025;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2019;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2020;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2023;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Second Quarter 2024;

▪

Bank of England, Bankstats tables, accessed March 2025;

▪

Bank of England, LPMBI2O Database, accessed March 2025;

▪

Ofcom, Pricing trends for communications services in the UK, December 2024;

▪

Ofgem, Debt and Arrears Indicators, Q4 2024; and

▪

Superintendencia Financiera de Colombia, Evolución cartera de créditos, accessed March 2025.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business, including, but not limited to, Jefferson Capital Systems, LLC^®, CreditLogistics^®, PrecisionHandler Solution^®, BankruptcyStream^®, VeriCredit^® and OptimizedOffer Solution^®. In addition, we have trademark and service mark rights to our names, logos and website names and addresses. Other trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^® symbol and ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks or trade names.

BASIS OF PRESENTATION

~~Organizational~~Initial ~~Structure~~Public Offering and Reorganization

~~Our~~In ~~business~~June 2025, ~~operations~~we ~~have~~completed ~~generally~~our ~~been~~initial ~~conducted~~public ~~through~~offering ~~Jefferson Capital Holdings~~(“IPO”), ~~LLC~~in ~~and~~which ~~its~~we ~~subsidiaries.~~issued ~~JCAP~~and ~~TopCo~~sold 625,000 ~~LLC~~shares isof aour ~~holding~~common ~~company~~stock and the ~~direct~~selling ~~parent~~stockholders ofsold ~~Jefferson Capital Holdings~~10, ~~LLC. Jefferson Capital~~875,000 ~~Inc.,~~shares ~~the~~after ~~issuer~~giving ineffect ~~this offering, was formed in connection with this offering and has not engaged in any business or other activities other than those incidental~~ to ~~its formation,~~ the ~~reorganization~~underwriters’ ~~transactions~~exercise ~~described herein and the preparation~~ of ~~this~~their ~~prospectus~~option ~~and~~to ~~the~~purchase ~~registration~~additional ~~statement~~shares, ofat ~~which this prospectus forms~~ a ~~part.~~public ~~Following~~offering aprice ~~series~~ of ~~transactions~~$15.00 ~~that~~per weshare. ~~will~~Prior ~~engage in immediately prior~~ to the ~~completion of this offering~~IPO, ~~which~~our webusiness ~~refer~~operations tohad ~~collectively~~generally asbeen ~~the~~conducted ~~“Reorganization,”~~through Jefferson Capital Holdings, ~~Inc.~~LLC ~~will~~and ~~become~~its asubsidiaries. ~~holding company with no material assets other than 100% of the equity interests in~~ JCAP TopCo, LLC, ~~which will remain~~ a holding company ~~with~~and nothe ~~material~~direct ~~assets~~parent ~~other than 100%~~ of ~~the equity interests in~~ Jefferson Capital Holdings, LLC~~. Jefferson Capital~~, ~~Inc.~~was ~~will~~owned ~~also~~by ~~succeed~~(i) entities toaffiliated ~~federal~~with ~~net~~J.C. ~~operating~~Flowers, ~~losses~~ (~~“NOLs”~~ii), members ~~state NOLs and tax credit carryforwards under Section 381~~ of ~~the~~Management ~~Internal~~Invest, ~~Revenue Code of 1986~~LLC, asand ~~amended~~ (~~the “Code”~~iii) former asequity aholders ~~result~~ of ~~its~~Canaccede, ~~acquisition~~who inexchanged ~~the~~their ~~Reorganization of certain affiliated corporations that held~~ direct orand indirect ~~equity~~ interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC following the Reorganization and this offering, Jefferson Capital, Inc. will operate and control all of the business and affairs, and consolidate the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries. See “Reorganization” for ashares ~~more detailed description~~ of ~~the Reorganization and a chart depicting~~ our ~~corporate~~common ~~structure~~stock, ~~after~~among ~~giving~~other ~~effect to the Reorganization and this offering~~things.

Following a series of transactions that we refer to collectively as the “Reorganization,” Jefferson Capital, Inc. became a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which remains a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. also succeeded to federal net operating losses (“NOLs”), state NOLs and tax credit carryforwards under Section 381 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC, following the Reorganization, Jefferson Capital, Inc. operates and controls all of the business and affairs, and consolidates the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries. See “Prospectus Summary — The Reorganization” for a more detailed description of the Reorganization and “Prospectus Summary — Organizational Structure” for a chart depicting our corporate structure after giving effect to the Reorganization, the IPO and this offering.

Except where the context otherwise requires or where otherwise indicated, the terms “Jefferson Capital,” “we,” “us,” “our,” “our company,” “Company” and “our business” refer, prior to the Reorganization, to Jefferson Capital Holdings, LLC and its consolidated subsidiaries, and after the Reorganization, to Jefferson Capital, Inc. and its consolidated subsidiaries.

Presentation of Financial Information

Except where otherwise indicated, the consolidated financial statements and summary historical consolidated financial data included in this prospectus are those of Jefferson Capital Holdings, LLC, as the predecessor of the issuer, and do not give effect to the Reorganization. The consolidated financial statements of Jefferson Capital Holdings, LLC as of and for the years ended December 31, 2024 and 2023 included in this prospectus have been audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The summary consolidated financial data of Jefferson Capital Holdings, LLC as of and for the ~~years~~year ended December 31, 2022, ~~2021,~~has ~~2020 and 2019 have~~ been derived from Jefferson Capital Holdings, LLC’s consolidated financial statements not included in this prospectus. Additionally, effective January 1, 2022, Jefferson Capital Holdings, LLC prospectively adopted the following accounting standards: (i) ASU 2016-02, “Leases (Topic 842) Section A – Leases: Amendments to the FASB Account Standards Codification” (“ASU 2016-02”), which generally requires that a lessee should recognize both a liability for future lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet, and (ii) ASC 326 – Financial Instruments – Credit Losses (“ASC 326”), commonly referred to as the Current Expected Credit Loss (“CECL”) standard, which generally requires companies to record a lifetime estimate of expected credit losses upon origination or purchase of a loan held at amortized cost. Due to the difference in standards, the financial data included in this prospectus for the years ended December 31, 2024, 2023 and 2022 may not necessarily be comparable to the financial data for the year ended December 31, 2021.

We acquired Canaccede Financial Group (“Canaccede”) in March 2020 (the “Canaccede Acquisition”). Our financial results for the years ended December 31, 2024, 2023 and 2022 include 12 months of operations of Canaccede.

The unaudited combined and condensed consolidated financial statements of Jefferson Capital, Inc. as of and for the periods ended September 30, 2025 and 2024 included in this prospectus 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,

iii

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

~~December 31,~~and ~~2024,~~cash ~~2023~~flows as if entities had been combined for all periods presented and ~~2022~~are ~~may~~presented ~~not~~in ~~necessarily~~accordance bewith ~~comparable~~accounting toprinciples generally accepted in the United States of America (“GAAP”). Such unaudited combined and condensed consolidated interim financial statements have been prepared in accordance with the rules and regulations of the SEC. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited combined and condensed consolidated interim financial statements should be read in conjunction with our annual financial statements for the ~~years~~year ended December 31, ~~2021,~~2024 ~~2020~~ and ~~2019~~have been prepared on a consistent basis with the accounting policies described in Note 1 of our audited consolidated financial statements included elsewhere in this prospectus. All intercompany transactions and balances have been eliminated in consolidation.

We acquired Canaccede Financial Group (“Canaccede”) in March 2020 (the “Canaccede Acquisition”). Our financial results for the years ended December 31, 2024, 2023, 2022 and 2021 include 12 months of operations of Canaccede, compared to 10 months for the year ended December 31, 2020 and zero months for the year ended December 31, 2019.

The unaudited pro forma consolidated financial information of Jefferson Capital, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Jefferson Capital Holdings, LLC included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization and the completion of this offering and the application of the net proceeds therefrom as described in the section titled “Use of Proceeds”. The unaudited pro forma consolidated balance sheet as of March 31, 2025 assumes these transactions occurred on March 31, 2025. The unaudited pro forma consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and the year ended December 31, 2024 present the pro forma effect of these transactions as if they occurred on January 1, 2024. See “Unaudited Pro Forma Consolidated Financial Information” for a detailed description of the adjustments and assumptions underlying the pro forma consolidated financial information included in this prospectus.

Unless otherwise indicated, all references to our financial information are to the consolidated financial information of the Jefferson Capital Holdings, LLC, and references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. dollars.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

NON-GAAP FINANCIAL MEASURES AND OTHER DATA

We use adjusted net income and adjusted ~~EBITDA~~EPS, ~~each of~~ which isare a financial ~~measure~~measures not calculated in accordance with ~~generally accepted accounting principles in the United States (“~~GAAP”), to supplement our consolidated financial statements, which are presented in accordance with GAAP. Our management believes adjusted net income and adjusted ~~EBITDA~~EPS help us provide enhanced period-to-period comparability of operations and financial performance and ~~are~~is useful to investors as other companies in our industry report similar financial measures. See “Prospectus Summary — Summary Consolidated Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” for the ~~definitions~~definition of adjusted net income and adjusted ~~EBITDA~~EPS and related disclosure.

Adjusted net income and adjusted ~~EBITDA~~EPS have limitations as analytical tools, and you should not consider ~~them~~it in isolation, or as substitutes for analysis of our financial results prepared in accordance with GAAP. Some of these limitations are:

▪ adjusted net income and adjusted EPS do not reflect our future requirements for capital expenditures or contractual commitments;

▪ adjusted net income and adjusted ~~EBITDA~~EPS do not reflect ~~our~~changes ~~future~~in, or cash requirements for, ~~capital~~our ~~expenditures~~working orcapital ~~contractual commitments~~needs; and

▪

other companies in our industry may calculate adjusted net income and adjusted EPS differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, adjusted net income and adjusted EPS should not be considered as measure of discretionary cash available to us to invest in the growth of our business.

Throughout this prospectus, we also provide a number of key business metrics used by management and typically used by our competitors in our industry. These and other key business metrics are discussed in more detail in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures.”

▪

adjusted net income and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

▪

adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to make interest or principal payments, on our debts;

▪

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and

▪

other companies in our industry may calculate adjusted net income and adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

Because of these limitations, adjusted net income and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business.

TABLE OF CONTENTS

GLOSSARY

“buybacks” refers to the purchase price refunded by the seller due to the return of ineligible or otherwise repurchased accounts.

“cash efficiency ratio” is defined as (a) the sum of (i) collections, (ii) Servicing revenue, and (iii) Credit card revenue, minus (b) total operating expenses, all divided by (c) the sum of (i) collections, (ii) Servicing revenue, and (iii) Credit card revenue, each for the relevant period.

“CFPB” refers to the Consumer Financial Protection Bureau.

“CMS” refers to our Compliance Management System. We have developed CMS to ensure compliance with all applicable laws, regulations, and industry best practices.

“collections” refers to collections on our owned finance receivables portfolios and recoveries on our credit card origination charge-offs.

“collections including servicing” refers to collections and servicing collections.

“cost-to-collect” refers to collection related expenses, excluding court costs, depreciation and amortization, professional fees and other expenses not directly related to current period collections, as a percentage of collections, including servicing collections.

“deployments” refers to all portfolios purchased in the ordinary course and excludes those added as a result of a business acquisition.

“estimated remaining collections” or “ERC” refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios.

“forward flow agreements” refers to contractual agreements to purchase future portfolios on a periodic basis at a pre-determined price where portfolios meet pre-defined portfolio characteristics.

“forward flow sales” refers to acquisitions through forward flow agreements.

“high street banks” refers to large banking institutions in the United Kingdom that provide retail banking services to consumers and small- and medium-sized businesses.

“insolvency” accounts or portfolios refer to accounts or portfolios of receivables that are in an insolvent status when we purchase them and as such are purchased as a pool of insolvent accounts. These accounts include Consumer Proposals in Canada and bankruptcy accounts in the United States and Canada.

“nonperforming loans” refers to a portfolio of loans that consist primarily of loans that have been charged-off by the credit originator for accounting purposes, either by reason of excessive delinquency or due to a consumer-initiated insolvency process.

“performing loans” refers to a portfolio of loans that have not been charged-off by the credit originator for accounting purposes, but exhibit a significant level of credit deterioration.

“portfolio purchase” refers to a portfolio purchased or deployed, excluding those added as a result of a business acquisition.

“principal amortization” refers to collections applied to principal on owned finance receivables.

“purchase price” refers to the cash paid to a seller to acquire nonperforming loans.

“purchase price multiple” refers to the total estimated collections on owned finance receivables portfolios, without making any deduction for our cost-to-collect, divided by the purchase price, without factoring in the impact of leverage on the returns achieved.

“recoveries” refers to collections plus buybacks and other adjustments.

“Revolving Credit Facility” refers to that certain Credit Agreement, dated as of May 21, 2021, by and among CL Holdings, LLC, a Georgia limited liability company, Jefferson Capital Systems, LLC, a Georgia limited liability company, JC International Acquisition, LLC, a Georgia limited liability company, CFG Canada Funding LLC, a Delaware limited liability company, Citizens Bank, N.A., as administrative agent, and the lenders from time-to-time party thereto, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 28, 2021, Amendment No. 2 to the Credit Agreement, dated as of February 28, 2022, Amendment No. 3 to the Credit Agreement, dated as of April 26, 2023, Amendment No. 4 to the Credit Agreement, dated as of September 29, 2023, Amendment No. 5 to the Credit Agreement, dated as of June 3, 2024, Amendment No. 6 to the Credit

vi v

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

~~September 29, 2023, Amendment No. 5 to the Credit~~ Agreement, dated as of ~~June~~November 313, 2024, Amendment No. 7 6 to the Credit Agreement, dated as of ~~November~~October 1327, ~~2024~~2025 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“servicing collections” refers to collection services provided to third-party receivable owners where we receive a fee for the collection of accounts placed with us.

“spot sales” refers to the sale of receivables in a single purchase transaction.

“ValuTiers” refers to the Company’s internally-developed and proprietary account segmentation model used to create homogenous account placements across portfolios to optimize collections and our cost-to-collect.

~~vii~~

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Overview

We are a leading analytically driven purchaser and manager of charged-off and insolvency consumer accounts with operations primarily in the United States, Canada, the United Kingdom and Latin America. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit grantors, which include banks, non-bank consumer lenders, auto finance companies, utilities and telecom companies. Our core competency is the effective management of the collections function in strict compliance with applicable laws and regulations. We enable our clients to focus their operations on the origination of new loans to new customers and to better serve their active customers, while also enabling consumers to resolve their existing obligations based on their current financial circumstances as they improve their financial health. We purchase nonperforming consumer loans and receivables at a discount to their face value across a broad range of financial assets, including where the account holder has initiated a bankruptcy proceeding, or an equivalent proceeding in Canada or the United Kingdom. We manage the loans and receivables by working with the account holders as they repay their obligations and work toward financial recovery.

The following charts present a breakdown of our investment activity by asset class, by business line and by geography for the ~~year~~nine months ended ~~December~~September 3130, ~~2024~~2025:

For the years ended December 31, 2024 and 2023, and the three months ended March 31, 2025, we reported net income of $128.9 million, $111.5 million and $64.2 million, respectively, and $242.1 million, $168.2 million and $92.0 million of adjusted EBITDA, respectively. For additional information regarding adjusted EBITDA, a non-GAAP financial measure, see “— Summary Consolidated Financial and Operating Information — Key Business Metrics and Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted EBITDA.” The following charts summarize our annual revenue, net operating income, net income and adjusted EBITDA since 2019:

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

For the years ended December 31, 2024 and 2023, and the nine months ended September 30, 2025, we reported net income of $128.9 million, $111.5 million and $150.2 million, respectively. The following charts summarize our revenue, net operating income, net income and adjusted net income since 2022:

As of ~~March 31~~September 30, 2025, we had $2,~~837~~929.96 million in ERC, up 36.47% compared to December 31, 2024. Over the course of ~~2025~~the ~~and~~twelve ~~2026~~months following September 30, 2025, we expect to collect $~~1,420~~893.17 million, or 5030.05% of our total ERC, without taking into account the expected collections in connection with the Bluestem Portfolio Purchase (as defined below). The following charts present the geographic breakdown of our current ERC as well as the breakdown by year as of ~~March~~September 3130, 2025:

Note: ERC refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Estimated Remaining Collections.”

We believe we have successfully navigated over 22 years of credit cycle fluctuations, changing market dynamics and evolving regulatory framework. During this time, we grew our collections through a combination of organic growth and the integration of several strategic acquisitions that have provided us with long-term consumer payment performance data in what we believe are attractive markets so we can price and analyze new deployments with confidence. A summary of our annual collections by region in the United States, the United Kingdom, Canada and Latin America is presented in the chart below:

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

We believe we have successfully navigated over 23 years of credit cycle fluctuations, changing market dynamics and evolving regulatory framework. During this time, we grew our collections through a combination of organic growth and the integration of several strategic acquisitions that have provided us with long-term consumer payment performance data in what we believe are attractive markets so we can price and analyze new deployments with confidence. A summary of our annual collections by region in the United States, the United Kingdom, Canada and Latin America is presented in the chart below:

(1) Collections exclude forward flow purchases that were resold shortly after the purchase thereof and do not reflect typical collection multiples because there is no cost-to-collect for accounts that are resold. Excludes credit card collections from zero basis accounts associated with our Emblem Brand Credit Card and Fidem Finance, Inc.

Collections exclude forward flow purchases that were resold shortly after the purchase thereof and do not reflect typical collection multiples because there is no cost-to-collect for accounts that are resold. Excludes credit card collections from zero basis accounts associated with our Emblem Brand Credit Card and Fidem Finance, Inc.

During these years, we have utilized our data to deploy capital at what we believe are attractive returns in the United States and the United Kingdom. The platforms we acquired in Canada and Latin America provided us with 10 to 15 years of data and experience deploying in local markets that have helped us scale in these regions with confidence in our underwriting. Beginning in the fourth quarter of 2022, we started to see one of the strongest deployment environments in our history, driven by the U.S. market. A summary of our deployments by region in the United States, the United Kingdom, Canada and Latin America are presented in the chart below:

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

Our Markets

We operate in four geographic markets that also represent our reportable segments: the United States, where we have over 2223 years of debt purchase experience and which represents $2,~~155~~158.28 million, or 7573.97%, of our ERC as of ~~March~~September 3130, 2025; Canada, where we entered the market in 2020 through the acquisition of Canaccede, which has operated in Canada for over 1617 years, and represents $~~317~~362.85 million, or 1112.24%, of our ERC as of ~~March~~September 3130, 2025; the United Kingdom, where we have 1516 years of operating experience and which represents $~~146~~153.40 million, or 5.2%, of our ERC as of ~~March~~September 3130, 2025; and Latin America, where we entered the market in 2021 and significantly expanded our presence in 2022 through the acquisition of the assets and certain entities of Refinancia, which has operated in Colombia for over 1516 years, and represents $~~218~~255.53 million, or 78.7%, of our ERC as of ~~March~~September 3130, 2025.

United States

The United States is subject to a complex state, federal and local regulatory framework, which results in the most significant degree of oversight among our respective markets. This has the advantage of creating significant barriers to entry for platforms that lack the best-in-class compliance practices we have developed and employed since our founding. It has also resulted in substantial and ongoing industry consolidation since the CFPB was formed in 2011, a trend that has historically supported our strategic and opportunistic merger and acquisition activity. In addition to rigorous governmental oversight, our clients typically seek to protect their brand equity by imposing stringent onboarding requirements, regular compliance auditing and oversight, and choosing to sell only to debt buyers with the strongest track records for compliance.

In the United States, we primarily focus on acquiring and servicing accounts in consumer asset classes that are large and growing but also underpenetrated by other debt buyers. Examples include consumer installment loans, telecom receivables, auto finance loans, utilities receivables and small balance credit card receivables. We also opportunistically purchase nonperforming prime-originated large-balance credit card receivables, that certain other major debt purchasers in the United States focus primarily on, when we can deploy capital at attractive returns. Through years of purchasing and servicing of accounts, we have gathered a substantial amount of proprietary consumer data, which enables us to more precisely value these opaque assets, develop unique collections strategies, and engage in more efficient and effective collections activities. Our advantages from proprietary data, compliance track record and operational capabilities, in each of our target asset classes, limit competition and create attractive pricing dynamics. We employ a disciplined approach to determine how to allocate capital and choose to focus on markets where we believe we obtain high risk-adjusted returns.

We estimate the 2024 annual total addressable market (“TAM”) for the U.S. market to be approximately $167.8 billion based on the cumulative estimated annual face value of charge-offs for the asset classes listed below, which we have estimated annual face value charged-off based on estimated or reported outstanding balances as of December 31, 2024 and assumed loss rate proxies. We estimate that the TAM for the U.S. market was $115.7 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 45.1%.

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Balances		Charge-Offs
	($ in billions)
Auto loans(1)		$	1,331.0		2.9%		$	39.2		$	1,655.0		2.8%		$	46.0		24.3%		17.4%
Non-prime			399.8		8.4%			33.5			429.9		8.9%			38.2		7.5%		14.0%
Prime			931.2		0.6%			5.7			1,225.1		0.6%			7.8		31.6%		37.1%
Personal loans(2)			432.0		3.3%			14.3			554.0		4.4%			24.5		28.2%		71.4%
Non-prime			155.5		7.6%			11.8			188.4		10.8%			20.3		21.1%		71.6%
Prime			276.5		0.9%			2.5			365.6		1.2%			4.2		32.2%		70.4%
Telecom and utilities (3)			37.6		9.5%			3.6			58.4		8.5%			5.0		55.4%		39.6%
Student loans(4)			1,508.0		0.5%			8.0			1,615.0		1.0%			16.9		7.1%		112.0%

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Balances		Charge-Offs
	($ in billions)
Credit cards(5)			927.0		5.5%			50.6			1,211.0		6.2%			75.4		30.6%		48.9%
Non-prime			188.9		12.6%			23.7			170.8		15.6%			26.6		(9.6)%		12.4%
Prime			738.1		3.7%			26.9			1,040.2		4.7%			48.8		40.9%		81.1%
Total United States		$	4,235.6		2.7%		$	115.7		$	5,093.4		3.3%		$	167.8		20.3%		45.1%

competition and create attractive pricing dynamics. We employ a disciplined approach to determine how to allocate capital and choose to focus on markets where we believe we obtain high risk-adjusted returns.

(1)


		2019 FULL YEAR MARKET								2024 FULL YEAR MARKET
					ESTIMATED ANNUAL								ESTIMATED ANNUAL					2019 – 2024 % CHANGE
		2019			CHARGE-OFF		MARKET			2024			CHARGE-OFF		MARKET
		BALANCES			RATIO		CHARGE-OFFS			BALANCES			RATIO		CHARGE-OFFS			BALANCES		CHARGE-OFFS

		($ IN BILLIONS)
Auto loans⁽¹⁾		$	1,331.0		2.9	%	$	39.2		$	1,655.0		2.8	%	$	46.0		24.3	%	17.4	%
Non-prime			399.8		8.4	%		33.5			429.9		8.9	%		38.2		7.5	%	14.0	%
Prime			931.2		0.6	%		5.7			1,225.1		0.6	%		7.8		31.6	%	37.1	%
Personal loans⁽²⁾			432.0		3.3	%		14.3			554.0		4.4	%		24.5		28.2	%	71.4	%
Non-prime			155.5		7.6	%		11.8			188.4		10.8	%		20.3		21.1	%	71.6	%
Prime			276.5		0.9	%		2.5			365.6		1.2	%		4.2		32.2	%	70.4	%
Telecom and utilities⁽³⁾			37.6		9.5	%		3.6			58.4		8.5	%		5.0		55.4	%	39.6	%
Student loans⁽⁴⁾			1,508.0		0.5	%		8.0			1,615.0		1.0	%		16.9		7.1	%	112.0	%
Credit cards⁽⁵⁾			927.0		5.5	%		50.6			1,211.0		6.2	%		75.4		30.6	%	48.9	%
Non-prime			188.9		12.6	%		23.7			170.8		15.6	%		26.6		(9.6)	%	12.4	%
Prime			738.1		3.7	%		26.9			1,040.2		4.7	%		48.8		40.9	%	81.1	%
Total United States		$	4,235.6		2.7	%	$	115.7		$	5,093.4		3.3	%	$	167.8		20.3	%	45.1	%

Source: Federal Reserve Bank of New York, Kroll Bond Rating Agency “U.S. Auto Loan ABS Index.”

(21) Source: Federal Reserve Bank of New York, Kroll Bond Rating Agency “U.S. Auto Loan ABS Index.”

(2) Source: Federal Reserve Bank of New York, Equifax “U.S. National Consumer Credit Trends Report: Originations,” Transunion, Federal Reserve Bank of St. Louis, company filings of personal loan originators.

(3)	Source: The sum or average of the three largest U.S. holders of telecom receivables that publicly report such data. Utilities figures are excluded due to lack of available data.

(4)	Source: Federal Reserve Bank of New York for the aggregate balances, and company filings of three of the largest holders of student loans in the United States for the average loss ratio.

(5)	Source: Federal Reserve Bank of New York, Equifax “U.S. National Consumer Credit Trends Report: Originations,” Transunion, Federal Reserve Bank of St. Louis, FFIEC 041 Call Reports of bank originators of credit cards.

We estimate our share of the U.S. market illustrated above to be approximately 4.1% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, an increase from our estimated share of 2.9% in 2019. We believe our share is considerably larger in telecom than other asset classes. Because the U.S. government does not sell its distressed or insolvent student loan accounts, our share of that market is much smaller. Some of the largest credit card originators in the United States also do not sell their receivables today, so our share of that market is also smaller.

(3)


		2019 FULL YEAR					2024 FULL YEAR					2019 – 2024 CHANGE
		FACE VALUE					FACE VALUE					% FACE VALUE
		PURCHASED			SHARE OF TAM		PURCHASED			SHARE OF TAM		PURCHASED		SHARE OF TAM

		($ IN BILLIONS)
Auto loans		$	1.3		3.4	%	$	1.0		2.1	%	(28.1)	%	(1.3)	%
Personal loans⁽¹⁾			0.7		5.1	%		2.8		11.3	%	283.1	%	6.2	%
Telecom and utilities			0.8		21.9	%		1.2		24.4	%	55.2	%	2.5	%
Student loans			0.0		0.2	%		0.0		0.0	%	NM		(0.2)	%
Credit cards			0.5		0.9	%		1.9		2.6	%	331.3	%	1.7	%
Total United States		$	3.3		2.9	%	$	6.9		4.1	%	108.9	%	1.2	%

Source: The sum or average of the three largest U.S. holders of telecom receivables that publicly report such data. Utilities figures are excluded due to lack of available data.

(4)

Source: Federal Reserve Bank of New York for the aggregate balances, and company filings of three of the largest holders of student loans in the United States for the average loss ratio.

(5)

Source: Federal Reserve Bank of New York, Equifax “U.S. National Consumer Credit Trends Report: Originations,” Transunion, Federal Reserve Bank of St. Louis, FFIEC 041 Call Reports of bank originators of credit cards.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Auto loans		$	1.3		3.4%		$	1.0		2.1%		(28.1)%		(1.3)%
Personal loans(1)			0.7		5.1%			2.8		11.3%		283.1%		6.2%
Telecom and utilities			0.8		21.9%			1.2		24.4%		55.2%		2.5%
Student loans			0.0		0.2%			0.0		0.0%		NM		(0.2)%
Credit cards			0.5		0.9%			1.9		2.6%		331.3%		1.7%
Total United States		$	3.3		2.9%		$	6.9		4.1%		108.9%		1.2%

“NM” — not meaningful

(1) Excludes performing assets acquired in the Conn’s Portfolio Purchase (as defined below) with aggregate face value of $567 million.

Excludes performing assets acquired in the Conn’s Portfolio Purchase (as defined below) with aggregate face value of $567 million.

We have grown organically in the United States with collections growing at a 13.9% compound annual growth rate to $420.3 million in 2024 from $219.6 million in 2019.

In addition to the significant market opportunity in nonperforming consumer finance receivables, there is a much larger opportunity in certain segments of performing consumer finance receivables which include higher risk performing loans and loan portfolios in runoff where we have historically deployed capital at attractive returns. We benefited from being able to provide a ~~one-stop liquidity solution to issuers of consumer credit by purchasing both performing and nonperforming finance receivables originated by them.~~

We have four offices in the United States: Minneapolis, Minnesota, Sartell, Minnesota, Denver, Colorado and San Antonio, Texas. As of March 31, 2025, we had 730.1 full-time equivalents (“FTE”) dedicated to our U.S. business, which includes 359.1 FTE in offshore locations.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

one-stop liquidity solution to issuers of consumer credit by purchasing both performing and nonperforming finance receivables originated by them.

We have four offices in the United States: Minneapolis, Minnesota, Sartell, Minnesota, Denver, Colorado and San Antonio, Texas. As of September 30, 2025, we had 638.3 full-time equivalents (“FTE”) dedicated to our U.S. business, which includes 309.3 FTE in offshore locations.

Conn’s Portfolio Purchase

On October 2, 2024, Jefferson Capital Systems, LLC entered into that certain Asset Purchase Agreement with Conn’s, Inc. (“Conn’s”), a home goods retailer that sold its goods primarily on credit to a non-prime customer base throughout the Southeastern United States, Conn Appliances, Inc., Conn Credit Corporation, Inc., Conn Credit I, LP, CARF COL LLC, and W.S. Badcock LLC, W.S. Badcock Credit LLC, pursuant to which we acquired a substantial portfolio of unsecuritized loans and credit card receivables from Conn’s (the “Conn’s Portfolio Purchase”). The Conn’s Portfolio Purchase included (i) a personal installment loan portfolio comprising 199,591 accounts with a nominal face value of $428 million (the “Conn’s Installment Loan Portfolio”), (ii) a revolving loan portfolio comprising 85,582 accounts with a nominal face value of $139 million (the revolving period of which was suspended on June 6, 2024) (the “Badcock Portfolio”), and (iii) a non-performing loan portfolio comprising 697,936 accounts with a nominal face value of $1.5 billion (the “NPL Portfolio” and, collectively with the Conn’s Installment Loan Portfolio and Badcock Portfolio, the “Conn’s Portfolios”) after Conn’s had declared bankruptcy in July 2024. Additionally, one of our wholly owned subsidiaries hired 197 of the former FTEs of Conn’s on December 4, 2024, the day after the Conn’s Portfolio Purchase closed, to manage and service the Conn’s Installment Loan Portfolio and the Badcock Portfolio described above through their remaining life and entered into certain vendor contracts to maintain continuity of account servicing. In addition, we were assigned a lease in San Antonio, Texas to ensure that we would have our desired facility in place by the closing of the Conn’s Portfolio Purchase. We acquired certain intellectual property that would allow us to maintain continuity in servicing but that we do not intend to use beyond the scope of running off the acquired portfolio. We anticipate that our servicing requirements for these portfolios will scale down as the performing portfolios run off, as we do not intend to continue any ongoing originations. In addition, we entered into servicing arrangements pursuant to which we agreed to provide ongoing servicing for certain securitized pools of assets, which are also in the runoff. The Conn’s Portfolio Purchase closed on December 3, 2024. The net cash paid at closing was approximately $245 million. We funded the purchase price by drawing down on our Revolving Credit Facility to acquire approximately $428 million of the Conn’s Installment Loan Portfolio, $139 million of the Badcock Portfolio and $1.5 billion in face value of the NPL Portfolio, as of the closing date. We attributed approximately $226 million and $12 million of the purchase price to the performing loans (i.e., the Conn’s Installment Loan Portfolio and the Badcock Portfolio) and the NPL Portfolio, respectively, which represents approximately 40% and less than 1% of the face value of each portfolio, respectively. While there was significant credit deterioration on much of the assets acquired, the primary source and vast majority of the revenue that we expect to generate from the $226 million in purchase price attributed to the $567 million of performing loans (i.e., $428 million plus $139 million) will be from accretion of the discount generated by the purchase price at 40% of the face value of the loans. With respect to the $341 million discount to face value on the performing loans (i.e., $567 million minus $226 million), we booked a credit mark of $251 million and an interest rate mark of $89 million. As of ~~March 31~~September 30, 2025, our total ERC includes $~~304~~178.96 million from the Conn’s Portfolio Purchase.

The Conn’s Portfolio Purchase leverages our core competency in managing distressed performing accounts with significant credit deterioration and nonperforming accounts. While the majority of the performing accounts were not charged-off, they had elevated credit risk partly due to the closure of the retail stores and the bankruptcy of Conn’s. In recent periods, we have seen more opportunities, such as the Conn’s Portfolio Purchase, to acquire large mixed portfolios of performing and nonperforming accounts, and we see that as an attractive area of potential growth for our investment activity going forward.

Bluestem Receivables Asset Acquisition

On October 24, 2025, we entered into an Asset Purchase Agreement with BLST Holding Company LLC, BLST Operating Company, LLC, BLST FinCo, LLC and BLST FinCo SubCo, LLC (collectively, “Bluestem”) to acquire a revolving credit card receivables portfolio for which new draws have been suspended for a gross purchase price of $302.8 million (the “Bluestem Portfolio Purchase”). The gross purchase price was subject to customary adjustments for interim cash flows (including collections and new purchases) between June 30, 2025 (the “Cut Off Date”) and closing and a $20.0 million escrow to secure implementation obligations. At the Cut Off Date, the receivables being acquired had an aggregate face value of approximately $488.2 million. 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 closed on December 4, 2025. The net purchase price for the portfolio was $196.1 million and the estimated remaining collections associated with the portfolio are $310.0 million.

Historical Performance

The charts below summarize the U.S. portfolio performance since our formation. Between 2003 and 2010, we undertook a cautious approach to invest relatively small amounts as we aggregated data and developed and refined our modeling, pricing and collection strategies. Our growing U.S. collections have supported our overall cash flow profile and stable returns, and our cumulative collections have consistently outperformed the original forecast, demonstrating the accuracy of our modeling and our ability to improve performance over time relative to the capabilities we have at the time of initial portfolio purchases.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

cumulative collections have consistently outperformed the original forecast, demonstrating the accuracy of our modeling and our ability to improve performance over time relative to the capabilities we have at the time of initial portfolio purchases.

Note: Vintage data excludes forward flow purchases that were resold shortly after purchase and do not reflect typical collection multiples as there is no cost-to-collect for accounts that were resold. Forward flow purchases that were resold after purchase began in 2005 and ended in 2008.

Canada

We entered the Canadian market through the acquisition of Canaccede in March 2020, and we have maintained the Canaccede brand name for our business in Canada. We are the largest purchaser of nonperforming and insolvent consumer receivables in Canada.

We maintain forward flow agreements with three out of the five largest banks in Canada, and the other two largest banks in Canada do not currently sell their distressed or insolvent accounts.

We estimate the 2024 annual TAM for the Canadian market of approximately $5.1 billion based on the cumulative estimated annual face value of charge-offs the asset classes listed below, which we have estimated based on estimated or reported outstanding balances and the reported balance delinquency rate. We estimate that the TAM for the Canadian market was $3.9 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 29.4%, reflecting modest receivable growth and relatively stable delinquency rates on credit cards due in part to unprecedented government stimulus and support for the consumer that lingered following the COVID-19 pandemic.

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Auto loans(1)(2)		$	62.9		0.8%		$	0.5		$	72.2		0.8%		$	0.6		14.8%		11.8%
Personal loans(1)(2)			29.6		1.2%			0.4			39.0		1.6%			0.6		31.8%		76.2%
Telecom and utilities(3)			4.3		10.0%			0.4			9.1		6.8%			0.6		111.3%		45.3%
Credit cards(1)(2)			62.5		1.0%			0.6			79.1		1.1%			0.9		26.5%		43.1%
Insolvencies(4)			NA		NA			2.0			NA		NA			2.4		NA		18.4%
Total Canada(5)		$	159.3		1.2%		$	3.9		$	199.4		1.3%		$	5.1		25.2%		29.4%


		2019 FULL YEAR MARKET								2024 FULL YEAR MARKET
					ESTIMATED ANNUAL								ESTIMATED ANNUAL					2019 – 2024 % CHANGE
		2019			CHARGE-OFF		MARKET			2024			CHARGE-OFF		MARKET			FACE
		BALANCES			RATIO		CHARGE-OFFS			BALANCES			RATIO		CHARGE-OFFS			VALUE		CHARGE-OFFS

		($ IN BILLIONS)
Auto loans⁽¹⁾⁽²⁾		$	62.9		0.8	%	$	0.5		$	72.2		0.8	%	$	0.6		14.8	%	11.8	%
Personal loans⁽¹⁾⁽²⁾			29.6		1.2	%		0.4			39.0		1.6	%		0.6		31.8	%	76.2	%
Telecom and utilities⁽³⁾			4.3		10.0	%		0.4			9.1		6.8	%		0.6		111.3	%	45.3	%
Credit cards⁽¹⁾⁽²⁾			62.5		1.0	%		0.6			79.1		1.1	%		0.9		26.5	%	43.1	%
Insolvencies⁽⁴⁾			NA		NA			2.0			NA		NA			2.4		NA		18.4	%
Total Canada⁽⁵⁾		$	159.3		1.2	%	$	3.9		$	199.4		1.3	%	$	5.1		25.2	%	29.4	%

Note: All figures converted to USD at the exchange rate of $0.69766 per Canadian dollar as of March 20, 2025.

(1)	Source: Statistics Canada for face value figures; includes non-mortgage loans from chartered banks, excluding unincorporated business; excludes non-mortgage loans from non-banks due to lack of asset type breakdown.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

(12) Source: TransUnion for charge-offs figures; reflects 60+ days past due (“DPD”) balance delinquency rate for auto loans and personal loans and 90+ DPD for credit cards for Q4 2019 and Q4 2024.

~~Source:~~(3) ~~Statistics~~Telecom ~~Canada~~figures ~~for~~depict ~~face~~total ~~value~~amount ~~figures;~~of ~~includes~~net ~~non-mortgage~~customer ~~loans~~receivables, ~~from~~60 ~~chartered~~days ~~banks~~past billing date for Bell Canada, ~~excluding~~Rogers ~~unincorporated~~Communications ~~business;~~Inc., ~~excludes~~and ~~non-mortgage~~TELUS ~~loans~~Corporation; ~~from~~utilities ~~non-banks~~figures excluded due to lack of ~~asset~~available ~~type breakdown~~data.

(4)	Source: Government of Canada, 2019 and 2024 Insolvency Statistics in Canada for number of consumer insolvencies; assumes $C15,000 average nonmortgage liabilities per consumer insolvency in 2019 and adjusted for CPI (Source: Statistics Canada for CPI data) to 2024.

(5)	Charge-off ratio for 2019 and 2024 excludes insolvencies.

We estimate our share of the Canadian market illustrated above to be approximately 24.6% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, or $1.3 billion, after not having any market share in 2019, which was before we entered the Canadian market through the acquisition of Canaccede. Because we are the largest purchaser of nonperforming and insolvent consumer receivables in Canada, the most significant opportunity to increase our market share in Canada is by increasing the proportion of credit grantors who sell their nonperforming and insolvent consumer receivables and by purchasing more in asset classes where we are already a market leader in the United States.

(2)


		2019 FULL YEAR					2024 FULL YEAR					2019 – 2024 CHANGE
		FACE VALUE					FACE VALUE					% FACE VALUE
		PURCHASED			SHARE OF TAM		PURCHASED			SHARE OF TAM		PURCHASED		SHARE OF TAM

		($ IN BILLIONS)
Auto loans		$	—		—	%	$	0.2		29.2	%	NM		29.2	%
Personal loans			—		—	%		0.1		14.3	%	NM		14.3	%
Telecom and utilities			—		—	%		0.0		0.7	%	NM		0.7	%
Credit cards			—		—	%		0.5		61.5	%	NM		61.5	%
Insolvencies			—		—	%		0.5		18.9	%	NM		18.9	%
Total Canada		$	—		—	%	$	1.3		24.6	%	NM		24.6	%

Source: TransUnion for charge-offs figures; reflects 60+ days past due (“DPD”) balance delinquency rate for auto loans and personal loans and 90+ DPD for credit cards for Q4 2019 and Q4 2024.

(3)

Telecom figures depict total amount of net customer receivables, 60 days past billing date for Bell Canada, Rogers Communications Inc., and TELUS Corporation; utilities figures excluded due to lack of available data.

(4)

Source: Government of Canada, 2019 and 2024 Insolvency Statistics in Canada for number of consumer insolvencies; assumes $C15,000 average nonmortgage liabilities per consumer insolvency in 2019 and adjusted for CPI (Source: Statistics Canada for CPI data) to 2024.

(5)

Charge-off ratio for 2019 and 2024 excludes insolvencies.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Auto loans		$	—		—%		$	0.2		29.2%		NM		29.2%
Personal loans			—		—%			0.1		14.3%		NM		14.3%
Telecom and utilities			—		—%			0.0		0.7%		NM		0.7%
Credit cards			—		—%			0.5		61.5%		NM		61.5%
Insolvencies			—		—%			0.5		18.9%		NM		18.9%
Total Canada		$	—		—%		$	1.3		24.6%		NM		24.6%

“NM” — not meaningful

Canaccede historically focused on bank-purchased portfolios, which include credit cards, unsecured personal installment loans and auto deficiencies. Since the acquisition of Canaccede more than four years ago, we have deployed our analytical framework and proprietary collection strategies to enter the telecom and utilities asset classes and the secured auto asset class. We have significantly broadened Canaccede’s base of clients to cover four out of the six largest banks in Canada (with the other two major banks currently not selling charged-off accounts), and we have established forward flow agreements with several other major credit originators in Canada.

We have two offices in Canada: Toronto, Ontario and London, Ontario. As of ~~March~~September 3130, 2025, we had ~~101~~102.8 FTE in Canada, which includes 3641.50 FTE in Mumbai, India primarily focused on insolvency processing and IT support.

Historical Performance

The charts below summarize the Canada portfolio performance since the formation of Canaccede in 2008, including results from prior to our acquisition of the business in 2020. The majority of Canadian purchases have been in insolvencies, which have a lower collection multiple, but also meaningfully lower cost-to-collect relative to distressed portfolios, resulting in a similar net return. In 2016, Canaccede entered into a large insolvency forward flow agreement but deployments have declined since, mainly due to a market-wide decline in distressed and insolvent loans. In 2022 and 2023, volumes started to normalize, and Canaccede has added clients and returned to growth in 2024. Our Canadian portfolios have demonstrated consistently strong performance relative to our original forecast, with insolvency purchases generally having a higher level of predictability of collections and a much lower cost-to-collect relative to distressed purchases.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

United Kingdom

Our purchasing activity in the United Kingdom is focused primarily on utilities and telecom accounts as well as installment loans that are principally used to finance point-of-sale purchases. We believe we are the largest purchaser of nonperforming telecom and utilities receivables in the United Kingdom. We have not historically engaged in the larger bank credit card charge-off market, where competition has made available returns unattractive, but we believe there may be an opportunity to grow into this market as over-levered competitors have been under strain and have pulled back. Our platform offers debt purchase through JC International Acquisition, LLC, third-party contingency servicing capabilities through Creditlink Account Recovery Solutions Ltd. (“CARS”), consumer reconnection through ResolveCall Ltd. (“ResolveCall”) and legal recovery through Moriarty Law Limited (“Moriarty”). The majority of our third-party servicing business globally is in the United Kingdom, partly due to the ResolveCall and Moriarty businesses. This full set of capabilities creates a unique proposition for clients who are evaluating different debt recovery strategies and are looking to reduce their vendor footprint.

We estimate the 2024 annual TAM for the U.K. market of $6.8 billion based on the cumulative TAM of the asset classes listed below, which we have estimated based on estimated or reported outstanding balances and the percentage of write-offs. We estimate that the TAM for the U.K. market was $5.8 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 17.5%.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Face Value			Charge-Off Ratio		Market Charge-Offs			2024 Face Value			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Consumer loans(1)		$	197.2		1.1%		$	2.1		$	209.6		0.4%		$	0.7		6.3%		(64.7)%
Telecom and utilities (2)(3)(4)			—		—%			1.6			—		—%			4.5		—		189.0%
Credit cards(1)			93.6		2.3%			2.1			93.1		1.7%			1.6		(0.6)%		(27.9)%
Total United Kingdom		$	290.8		2.0%		$	5.8		$	302.7		2.2%		$	6.8		4.1%		17.5%


		2019 FULL YEAR MARKET								2024 FULL YEAR MARKET
					ESTIMATED ANNUAL								ESTIMATED ANNUAL					2019 – 2024 % CHANGE
										2024
		2019			CHARGE-OFF		MARKET			FACE			CHARGE-OFF		MARKET
		FACE VALUE			RATIO		CHARGE-OFFS			VALUE			RATIO		CHARGE-OFFS			FACE VALUE		CHARGE-OFFS

		($ IN BILLIONS)
Consumer loans⁽¹⁾		$	197.2		1.1	%	$	2.1		$	209.6		0.4	%	$	0.7		6.3	%	(64.7)	%
Telecom and utilities^(2)(3)(4)			—		—	%		1.6			—		—	%		4.5		—		189.0	%
Credit cards⁽¹⁾			93.6		2.3	%		2.1			93.1		1.7	%		1.6		(0.6)	%	(27.9)	%
Total United Kingdom		$	290.8		2.0	%	$	5.8		$	302.7		2.2	%	$	6.8		4.1	%	17.5	%

“NM” — not meaningful

Note: All figures converted to USD at the exchange rate of $1.2966 per British pound as of March 20, 2025.

(1) Source: Bank of England.

(2) Source: ~~Bank~~Ofcom of(Telecom) ~~England.~~and Ofgem (Utilities).

(3)	Telecom figures reflect total consumer debt in arrears for January 2020 and June 2024.

(4)	Utilities figures reflect total electric & gas customer debt in arrears for Q4 2019 and Q4 2024; excludes water due to lack of available data.

We estimate our share of the U.K. market illustrated above to be approximately 3.9% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, an increase from our estimated share of 2.1% in 2019. We believe we are the market leader in the telecom and utilities market. We currently have a small share of the market for consumer loans or credit cards and believe we have a significant opportunity to grow our purchasing in those markets going forward.

(2)


		2019 FULL YEAR					2024 FULL YEAR					2019 – 2024 CHANGE
		FACE VALUE					FACE VALUE					% FACE VALUE
		PURCHASED			SHARE OF TAM		PURCHASED			SHARE OF TAM		PURCHASED		SHARE OF TAM

		($ IN BILLIONS)
Consumer loans		$	0.0		0.9	%	$	0.1		9.4	%	250.5	%	8.5	%
Telecom and utilities			0.1		6.7	%		0.2		4.3	%	86.0	%	(2.4)	%
Credit cards			—		—	%		0.0		0.3	%	NM		0.3	%
Total United Kingdom		$	0.1		2.1	%	$	0.3		3.9	%	115.4	%	1.8	%

Source: Ofcom (Telecom) and Ofgem (Utilities).

(3)

Telecom figures reflect total consumer debt in arrears for January 2020 and June 2024.

(4)

Utilities figures reflect total electric & gas customer debt in arrears for Q4 2019 and Q4 2024; excludes water due to lack of available data.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Consumer loans		$	0.0		0.9%		$	0.1		9.4%		250.5%		8.5%
Telecom and utilities			0.1		6.7%			0.2		4.3%		86.0%		(2.4)%
Credit cards			—		—%			0.0		0.3%		NM		0.3%
Total United Kingdom		$	0.1		2.1%		$	0.3		3.9%		115.4%		1.8%

“NM” — not meaningful

We have grown both organically and inorganically, with U.K. collections growing at a 46.2% compound annual growth rate to $39.4 million in 2024 from $5.9 million in 2019.

10 We have three offices in the United Kingdom: London, Paisley and Basingstoke. As of September 30, 2025, we had 325.4 FTE dedicated to our U.K. business, which includes 28.5 FTE in Mumbai, India.

TABLE OF CONTENTS

We have three offices in the United Kingdom: London, Paisley and Basingstoke. As of March 31, 2025, we had 308.8 FTE dedicated to our U.K. business, which includes 31.4 FTE in Mumbai, India.

Historical Performance

The charts below summarize the U.K. portfolio performance since our entry in the U.K. market in 2009. Between 2009 and 2018, our purchasing was opportunistic as the competitive environment did not always provide consistent attractive returns. Beginning in 2019, we established our niche in telecom and utilities and point-of-sale installment loans, and we have extended our advantages in these asset classes through our acquisitions of ResolveCall and Moriarty. Our cumulative collections have consistently outperformed the original forecast, demonstrating the accuracy of our modeling and our ability to improve performance over time relative to the capabilities we have on initial forecast.

Table of Contents

Latin America

Our principal Latin American markets are currently in Colombia, Peru and the Caribbean, where we have investment activity in the Bahamas, Barbados, Belize, the Dominican Republic, Jamaica, the Republic of Trinidad and Tobago and the Turks and Caicos Islands.

In December 2022, we acquired the nonperforming loan assets and certain legal entities of Refinancia, a Colombian purchaser and servicer with nonperforming loan purchase data covering approximately $2.0 billion in face value and a track record that extends back over 15 years.

In 2023, we also entered the Caribbean market by acquiring several legal entities with a back book of defaulted unsecured consumer loans serviced by third-party agencies from Pangea International Group (“Pangea”).

Because of the different national footprints, it is difficult to estimate the addressable markets across the whole of the Latin American region. In Colombia, our largest country exposure in Latin America, we estimate the 2024 annual TAM for the Colombian market of approximately $3.4 billion in estimated annual face value charged-off based on estimated or reported outstanding balances and past due loan book in 2024. We estimate that the TAM for the Colombian market was $1.8 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 88.1%.

TABLE OF CONTENTS

 

2019 FULL YEAR MARKET

2024 FULL YEAR MARKET

ESTIMATED ANNUAL

2019 – 2024 % CHANGE

2024

2019

CHARGE-OFF

MARKET

FACE

CHARGE-OFF

MARKET

 

FACE VALUE

 

RATIO

 

CHARGE-OFFS

 

VALUE

 

RATIO

 

CHARGE-OFFS

 

FACE VALUE

 

CHARGE-OFFS

($ IN BILLIONS)

Total Colombia⁽¹⁾⁽²⁾

37.7

4.7

1.8

48.5

6.9

3.4

28.6

88.1

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Face Value			Charge-Off Ratio		Market Charge-Offs			2024 Face Value			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Total Colombia(1)(2)		$	37.7		4.7%		$	1.8		$	48.5		6.9%		$	3.4		28.6%		88.1%

Note: All figures converted to USD at the exchange rate of $0.00024 per Colombian peso as of March 20, 2025.

(1) Source: Superintendencia Financiera de Colombia.

~~Source:~~(2) ~~Superintendencia~~Face ~~Financiera~~value dereflects ~~Colombia.~~total consumer debt balance (excluding mortgages) and charge-off ratio reflects past due loan book at December 2019 and December 2024.

Table of Contents

Colombia, most major credit grantors sell their non-performing accounts. We believe we have a significant opportunity to grow in Latin America by entering and developing the market for purchasing auto loans, telecom receivables or other asset classes, and by entering new Latin American markets going forwards.

(2)

 

2019 FULL YEAR

 

2024 FULL YEAR

2019 – 2024 CHANGE

FACE VALUE

% FACE VALUE

 

PURCHASED

 

SHARE OF TAM

 

PURCHASED

 

SHARE OF TAM

 

PURCHASED

 

SHARE OF TAM

($ IN BILLIONS)

Total Colombia

—

0.8

24.5

Face value reflects total consumer debt balance (excluding mortgages) and charge-off ratio reflects past due loan book at December 2019 and December 2024.

We estimate our share of the Colombian market illustrated above to be approximately 24.5% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, or $0.8 billion, after not having any market share in 2019, which was before we entered the Colombian market. We believe we are now the market leader in the Colombian market. In Colombia, most major credit grantors sell their non-performing accounts. We believe we have a significant opportunity to grow in Latin America by entering and developing the market for purchasing auto loans, telecom receivables or other asset classes, and by entering new Latin American markets going forwards.

2019 Full Year

2024 Full Year

2019 – 2024 Change

Face Value Purchased

Share of TAM

Face Value Purchased

Share of TAM

% Face Value Purchased

Share of TAM

($ in billions)

Total Colombia

—

—%

0.8

24.5%

“NM” — not meaningful

While Latin America is our newest geographic market, we have grown this geographic market rapidly, with Latin America collections growing to $39.0 million in 2024 from $0.8 million in 2021, the year we entered the market.

We have one office in Latin America, in Bogotá, Colombia, and run most of our Latin American purchasing and collections through that office. As of ~~March 31~~September 30, 2025, we had ~~seven~~nine FTE in that office that oversee purchasing operations, analytics and management of local third-party servicers.

TABLE OF CONTENTS

Historical Performance

The charts below summarize the Latin American portfolio performance since our data begins on Refinancia in 2014, including results from prior to our acquisition of its nonperforming loan assets and certain legal entities in 2022 and 2023.

Our Role Within the Market

Our debt purchasing activity plays an important role in the financial ecosystem, providing credit originators with liquidity through the sale of nonperforming consumer receivables. Many of these lenders are focused on originating credit and do not have the capabilities to effectively service underperforming assets. As such, they choose to rely on debt purchasers who possess the compliance track record, internal resources and operational expertise needed to successfully manage consumers throughout the collections process. The recovery of delinquent consumer debts that debt purchasing enables mitigates the impact that consumer credit costs would have on borrowing costs. Debt purchasing allows credit originators to focus on originating new credit and doing so based on more predictable credit costs and operationally manageable collection processes, a vital part of a healthy functioning financial ecosystem and supporting the fair access to credit for consumers.

We customize our strategy of acquiring receivables for each geography and asset class, including those asset classes that have traditionally been underserved by major debt purchasers. While the debt purchasing sector has historically focused on prime-originated large-balance credit card receivables, a unique element of our strategy has been our full spectrum approach across asset classes. For instance, in auto loans, we pursue opportunities in secured auto loans, unsecured deficiency balances and insolvencies, positioning ourselves as a partner and full spectrum solution provider rather than just a bidder on discrete pools of assets. Whereas Canaccede had never historically purchased outside of credit card receivables prior to our acquisition of the business in 2020, we now have three significant auto loan clients in Canada that we have purchased from in 2024 and 2025. We also have capabilities in smaller balance receivables, including smaller consumer installment loans, “buy now, pay later” loans, telecom and utilities receivables, and small balance credit card debt. Certain parts of the installment loan asset class we have focused on, such as “buy now, pay later,” other point of sale financings and fintech originated installment loans have grown more quickly than other asset classes. Whether competing directly with other debt purchasers or targeting niche, underserved asset classes, our investment thesis remains centered on unwavering discipline in adhering to our return thresholds. Our significant customer database amassed over 20 years, advanced machine learning and analytics capabilities enable us to model returns with a high degree of predictability, allowing us to price portfolios 12

13 Table of Contents

~~TABLE~~We OFcustomize ~~CONTENTS~~ our strategy of acquiring receivables for each geography and asset class, including those asset classes that have traditionally been underserved by major debt purchasers. While the debt purchasing sector has historically focused on prime-originated large-balance credit card receivables, a unique element of our strategy has been our full spectrum approach across asset classes. For instance, in auto loans, we pursue opportunities in secured auto loans, unsecured deficiency balances and insolvencies, positioning ourselves as a partner and full spectrum solution provider rather than just a bidder on discrete pools of assets. Whereas Canaccede had never historically purchased outside of credit card receivables prior to our acquisition of the business in 2020, we now have three significant auto loan clients in Canada that we have purchased from in 2024 and 2025. We also have capabilities in smaller balance receivables, including smaller consumer installment loans, “buy now, pay later” loans, telecom and utilities receivables, and small balance credit card debt. Certain parts of the installment loan asset class we have focused on, such as “buy now, pay later,” other point of sale financings and fintech originated installment loans have grown more quickly than other asset classes. Whether competing directly with other debt purchasers or targeting niche, underserved asset classes, our investment thesis remains centered on unwavering discipline in adhering to our return thresholds. Our significant customer database amassed over 20 years, advanced machine learning and analytics capabilities enable us to model returns with a high degree of predictability, allowing us to price portfolios accurately and maintain a consistent, disciplined acquisition strategy. Our advantage in cost-to-collect has also allowed us to earn higher returns at the same pricing as other debt buyers with a higher cost-to-collect. We believe we provide significant value to our clients by helping them solve a diverse array of asset classes and geographies through a single counterparty.

accurately and maintain a consistent, disciplined acquisition strategy. Our advantage in cost-to-collect has also allowed us to earn higher returns at the same pricing as other debt buyers with a higher cost-to-collect. We believe we provide significant value to our clients by helping them solve a diverse array of asset classes and geographies through a single counterparty.

Our Strengths

We believe that the following strengths have been essential to our success to date and will continue to be important in the future.

Strategic focus and leadership position in asset classes with large underlying markets and low penetration

We focus on consumer asset classes that are large and growing but underpenetrated by other large debt buyers. We have unique operational capabilities in each of our target asset classes and a substantial data advantage obtained through over 2223 years of operational history, which provide a competitive advantage and create attractive pricing dynamics. Today, based on our experience, industry knowledge and analysis of publicly available reports, we believe we are the market leader in several asset classes in the United States, Canada and the United Kingdom including:

▪ the largest purchaser of nonperforming telecom receivables in the United States;

▪ the largest or second largest purchaser of both nonperforming ~~telecom~~and insolvent auto finance receivables in the United States;

▪ the largest or second largest purchaser of insolvent consumer receivables in the United States;

▪ the largest purchaser of both nonperforming and insolvent consumer receivables in Canada; and

▪ the largest ~~or second largest~~ purchaser of ~~both~~ nonperforming telecom and ~~insolvent~~utilities ~~auto finance~~ receivables in the United ~~States;~~ Kingdom.

▪

the largest or second largest purchaser of insolvent consumer receivables in the United States;

▪

the largest purchaser of both nonperforming and insolvent consumer receivables in Canada; and

▪

the largest purchaser of nonperforming telecom and utilities receivables in the United Kingdom.

There are important differences between successfully collecting a small balance nonperforming account, such as a telecom bill or a small balance credit card, and a prime-originated large-balance credit card. We believe our expertise in collecting these accounts effectively and compliantly, coupled with our low cost-to-collect, create significant barriers to entry and enhance our performance.

We also have the full set of capabilities to participate in transactions in more competitive markets such as prime large-balance credit card charge-offs, but we employ a disciplined investment approach driven by return targets to determine where to allocate capital, and we choose to focus on markets where we believe we can obtain higher risk-adjusted returns.

Superior analytics supported by proprietary “through-the-cycle” data

Since our inception over 2223 years ago and through ~~March 31~~September 30, 2025, we have invested ~~nearly~~ $3.46 billion in portfolios with an original face value of approximately $7983.28 billion, representing ~~approximately~~more than 43 million unique consumers. We believe our significant data repository is very valuable since credit bureau data has lower predictive power for payment performance of consumers with nonperforming accounts. Our advanced pricing models stratify accounts based on hundreds of variables examined for predictive value, determine optimal collection strategy and accurately forecast liquidation rates and cost-to-collect expenses. The value of our data repository and analytics is demonstrated by our actual collections experience, which has a low standard deviation from our forecasts.

Long-standing relationships and contracted deployments with diverse and granular set of clients

We have forged both long-term and granular partnerships with our clients, including leading telecom and utilities providers and major auto finance originators. From January 1, 2022 through ~~March~~September 3130, 2025, of our top 10 and 20 counterparties, five and 11nine have been clients for five or more years, respectively, excluding the Conn’s Portfolio Purchase. In 2024 and in the ~~three~~ nine months ended ~~March 31~~September 30, 2025, we made 731 and ~~219~~625 discrete purchases, respectively, averaging 61 and 7369 transactions per month, respectively, with an average purchase size of $0.7 million and $0.8 million, excluding the Conn’s Portfolio Purchase, respectively. We position our platform to clients as a comprehensive solution provider as opposed to a transaction counterparty, and we emphasize our industry-leading compliance and regulatory practices. The strength of our relationships allows us to enter into forward flow agreements for as long as three years that we regularly renew, which lock in future deployments from existing clients and provide contractual and pricing certainty. As of March 31, 2025, we had $263.6 million of committed purchases through forward flow agreements.

14 13

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

transactions per month, respectively, with an average purchase size of $0.7 million and $0.6 million, excluding the Conn’s Portfolio Purchase, respectively. We position our platform to clients as a comprehensive solution provider as opposed to a transaction counterparty, and we emphasize our industry-leading compliance and regulatory practices. The strength of our relationships allows us to enter into forward flow agreements for as long as three years that we regularly renew, which lock in future deployments from existing clients and provide contractual and pricing certainty. As of September 30, 2025, we had $316.4 million of committed purchases through forward flow agreements.

Track record of consistent, stable profitability

We have a long and consistent track record of operational execution and disciplined growth that spans our over 2223-year history. We have successfully navigated a variety of market conditions and credit cycles and have continued to grow our collections through the combination of organic growth and the successful integrations of several strategic acquisitions. We have demonstrated the ability to generate reliable collections in both a strong economic climate as well as periods of economic stress. We have been profitable every year since inception. For the year ended December 31, 2024, we had net income of $128.9 million, compared to $111.5 million for the year ended December 31, 2023 and $87.6 million for the year ended December 31, 2022. For the ~~three~~ nine months ended ~~March 31~~September 30, 2025, we had net income of $64150.2 million, compared to $32101.9 million for the ~~three months ended March 31, 2024. In addition, we had adjusted EBITDA of $242.1 million for the year ended December~~nine ~~31, 2024, compared to $168.2 million for the year ended December 31, 2023 and $129.5 million for the year ended December 31, 2022. We had adjusted EBITDA of $92.0 million for the three~~ months ended ~~March~~September 3130, ~~2025, compared to $53.9 million for the three months ended March 31,~~ 2024.

Best-in-class operating efficiency

We have a long history of operational innovation, and our platform has been able to produce improving efficiency in collections despite our smaller overall scale and the fact that the average account balance in our portfolios is smaller than some of our key peers. Our cash efficiency ratio, which was 68.7% for the year ended December 31, 2024, as compared to ratios ranging from 54.2% to 58.9% for our two primary competitors. Our cash efficiency ratio was also higher than the cash efficiency ratios of our key competitors in each of the last five years. We believe our superior operating efficiency allows us to earn a higher level of profit than our competitors on equivalent purchases and allows us to continue to scale with increased profitability. A number of factors drive our platform’s efficiency outperformance, including our proprietary platform, our primarily outsourced variable expense structure and our co-sourced operation in Mumbai, India, which we believe helps produce a significant cost-to-collect advantage relative to competitors that maintain fixed cost U.S. based collection operations.

Competitive advantages from variable cost business model with proprietary collection capabilities

Our model is to outsource the aspects of the collections value chain that we view as commoditized or operationally intensive and do not produce a competitive advantage, such as running a large domestic call center. We instead seek to own the high value-add aspects of the purchasing and collection process, including performance data, extensive data analytical capabilities, technological capabilities and the collection processes and techniques that we believe create significant barriers to entry and competitive advantages. We believe competitors that maintain large domestic call centers are disadvantaged because they bear a significant fixed cost base and are not able to scale up and scale down deployments based on the market environment. By contrast, we have a variable cost structure. We scaled down deployments during 2020 and 2021 when the deployment market was weaker due to government stimulus packages, and we are scaling up significantly in recent years as the market opportunity has become significantly more favorable to us. In addition to our Mumbai collection center, we outsource other collections we believe to be commoditized to different agencies based on their particular competencies using our proprietary ValuTiers segmentation process to optimize our collections and reduce our cost-to-collect. These unique collection capabilities, paired with our proprietary technologies and business processes that help us analyze consumer information, sustain our efficiency advantage.

Conservative leverage and consistent cash flow provide strong debt servicing capabilities

We reported net income of $128.9 million and $64150.2 million for the year ended December 31, 2024 and the ~~three~~ nine months ended ~~March 31~~September 30, 2025, respectively. Our adjusted cash EBITDA was $430.8 million and $~~210~~594.63 million for the year ended December 31, 2024 and the ~~three~~ nine months ended ~~March 31~~September 30, 2025, respectively, and our leverage based on the ratio of our net debt to adjusted cash EBITDA was 21.~~17x~~59x asfor ofthe ~~March~~twelve 31months ended September 30, 2025. Leverage at the end of 2024 increased temporarily as a result of the Conn’s Portfolio Purchase, which closed on December 3, 2024. For additional information regarding adjusted cash EBITDA, a non-GAAP financial measure, and our leverage, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” We have historically had, and continue to maintain, lower leverage than our peers. We view our low level of leverage to be a competitive advantage because it allows us to maintain the flexibility to expand deployments as market opportunities arise. Since we were founded, we have operated with conservative financial policies while delivering strong results. We have increased our leverage in the current market, as we believe the opportunities to deploy attractively have risen meaningfully over the year ended December 31, 2024. Despite our investments in growth, we continue to maintain lower leverage than our two primary competitors, whose reported leverage as of December 31, 2024 ranged from 2.6x to 2.9x.

15 14

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

Since we were founded, we have operated with conservative financial policies while delivering strong results. We have increased our leverage in the current market, as we believe the opportunities to deploy attractively have risen meaningfully over the year ended December 31, 2024. Despite our investments in growth, we continue to maintain lower leverage than our two primary competitors, whose reported leverage as of December 31, 2024 ranged from 2.6x to 2.9x.

Comprehensive focus on compliance and risk management centered around the consumer

Since our founding, we have emphasized a culture of compliance premised on treating consumers fairly and helping them achieve their financial goals. We believe our compliance investments and capabilities as well as our collaborative approach with both consumers and regulators positions us well as regulators continue to promote high standards for our industry. We aim to provide consumers sensible solutions and assist them as they return to financial health. This unrelenting focus on doing the right thing and treating consumers with compassion and respect is at the heart of our exemplary compliance track record, which we believe is an important differentiator when compared to other industry participants. Credit originators across our markets are highly sensitive to regulatory compliance issues and the care of their customers, and our reputation as a “safe pair of hands” allows us to win transactions in certain situations even if we do not offer the highest purchase price for their accounts.

Experienced, operationally focused management team

We have a highly qualified senior management team with a strong track record of executing effective, compliant and innovative collection strategies. Our Chief Executive Officer, David Burton, with over 30 years of experience in the debt recovery industry, founded Jefferson Capital in 2002 and has been integral to our strategy, operations and success. Our team has experience across economic cycles and understands how to navigate changing market conditions. Throughout the organization, we have a culture of performance that is based upon decades of industry experience among the senior management team.

Our Growth Strategy

Our revenue and net income have grown at a 2427.70% and 4221.04% compound annual growth rate from the year ended December 31, ~~2019~~2022 to the year ended December 31, 2024, respectively. We have grown both our revenue and our net operating income every year since 2013. We have managed to produce consistent historical growth despite changing deployment environments in many of our core markets by expanding our geographies, including the acquisition of Canaccede in Canada and by acquiring the assets and certain entities of Refinancia in Colombia. At the same time, we have also produced significant organic growth in our deployment volumes, particularly in our core U.S. market.

We believe there are organic and inorganic opportunities for growing our ERC, revenues and net income from both new and existing clients. We estimate that the TAM in our asset classes in the United States was approximately $167.8 billion in 2024, relative to our purchased face value of $6.9 billion or 4.1% of our TAM. We estimate that our TAM in Canada, the United Kingdom and Colombia was an additional $5.1 billion, $6.8 billion and $3.4 billion, respectively, and our purchased face value in these markets was 24.6%, 3.9% and 24.5% of our TAM in 2024. See “— Our Markets” for further information on the calculation of our TAM.

We may be required to seek additional capital in order to fund our multifaceted growth strategy. For example, we may make additional borrowings under the Revolving Credit Facility, enter into other credit or financing agreements or sell additional securities. If we decide to fund our growth strategy with equity securities, our stockholders may experience significant dilution.

We believe the below factors position us well to increase our ERC, revenues and net income and enhance our position as a market leader in our core asset classes.

Rising nonperforming loans market-wide

According to the Federal Reserve Bank of St. Louis, the 30+ delinquency rate on consumer loans at U.S. commercial banks has risen sequentially since the third quarter of 2021 and as of December 31, 2024, stood at 2.75%, the highest level since the third quarter of 2012. Similarly, charge-offs on U.S. consumer loans at commercial banks have followed delinquencies higher and as of December 31, 2024, stood at 2.98%, the highest level since the third quarter of 2011 based on the same data. The trend towards higher levels of delinquency has come despite consistently low levels of unemployment, which stood at 4.4% at September 30, 2025, up modestly from 3.7% at December 31, 2023 and 4.1% at December 31, 2024 according to the Bureau of Labor Statistics. On September 30, 2024, the “on-ramp” for student loan repayments ended and missed payments on the $1.5 trillion of federal government student loans started to be reported to credit bureaus and sent to collections for the first time in four and a half years, further straining finances for consumers who may also have other loan obligations. Given the trend towards a rising proportion of loans in early stage delinquency, we believe more loans will continue to ultimately roll to charge-off, and this will increase the number of charged-off loans that our clients will look to sell. We believe the opportunity to grow our deployments and ERC has been rising. At the same time, as the amount of nonperforming loans for sale rises, we believe pricing has typically declined and returns have risen, and recent deployments have been underwritten at higher risk-adjusted returns than our older vintages. We believe we have ample financial capacity to take advantage of this potential market opportunity.

TABLE OF CONTENTS

highest level since the third quarter of 2011 based on the same data. The trend towards higher levels of delinquency has come despite consistently low levels of unemployment, which stood at 4.2% at March 31, 2025, up modestly from 3.7% at December 31, 2023 and 4.1% at December 31, 2024 according to the Bureau of Labor Statistics. On September 30, 2024, the “on-ramp” for student loan repayments ended and missed payments on the $1.5 trillion of federal government student loans started to be reported to credit bureaus and sent to collections for the first time in four and a half years, further straining finances for consumers who may also have other loan obligations. Given the trend towards a rising proportion of loans in early stage delinquency, we believe more loans will continue to ultimately roll to charge-off, and this will increase the number of charged-off loans that our clients will look to sell. We believe the opportunity to grow our deployments and ERC has been rising. At the same time, as the amount of nonperforming loans for sale rises, we believe pricing has typically declined and returns have risen, and recent deployments have been underwritten at higher risk-adjusted returns than our older vintages. We believe we have ample financial capacity to take advantage of this potential market opportunity.

Drive deployment growth through operating efficiencies of our proprietary digital technologies

We have developed an innovative and proprietary digital collections platform that automates standardized administrative or repetitive tasks while providing consumers with direct and immediate communication in a personal and non-intrusive manner that offers a more convenient payment method. The platform also reduces our reliance on traditional communication methods such as mail and direct calls, which further lowers our cost-to-collect and increases our net income. Our digital collections environment exemplifies our consumer-centric approach to client service by reaching consumers who prefer to interact with us online or digitally. This technology infrastructure also allows us to more precisely identify customer behavioral patterns. These insights enable us to digest new predictive data and adapt to changing macro-economic circumstances to more quickly refine our predictive models for new purchase pricing, fine-tune our deployment and pricing strategies or to change our collection strategies. Our technology infrastructure enables us to implement changes across our organization in an expedited fashion. We believe these factors contribute to our ability to produce higher returns than our publicly traded competitors and grow our market share, including our market share in asset classes where our peers focus.

Table of Contents

such as mail and direct calls, which further lowers our cost-to-collect and increases our net income. Our digital collections environment exemplifies our consumer-centric approach to client service by reaching consumers who prefer to interact with us online or digitally. This technology infrastructure also allows us to more precisely identify customer behavioral patterns. These insights enable us to digest new predictive data and adapt to changing macro-economic circumstances to more quickly refine our predictive models for new purchase pricing, fine-tune our deployment and pricing strategies or to change our collection strategies. Our technology infrastructure enables us to implement changes across our organization in an expedited fashion. We believe these factors contribute to our ability to produce higher returns than our publicly traded competitors and grow our market share, including our market share in asset classes where our peers focus.

Add new clients in our core markets in the United States and Canada

Our business development team has successfully grown our deployments for many years by adding new clients, retaining our core clients and increasing the range of asset classes that clients generally sell to us. In 2023, we added 32 new clients, in 2024, we added 14 new clients and in the ~~three~~ nine months ended ~~March~~September 3130, 2025, we added ~~four~~15 new clients. During this time, we also saw substantial increases in volumes from many existing clients. Some of our new clients are first time sellers that previously retained and collected their own charged-off accounts. These relationships typically begin with us making smaller purchases; however, as our clients become more familiar with our capabilities, compliance, and professionalism, there is greater potential for substantially higher purchase volume. In other instances, we gain new clients that previously sold their accounts to peer debt buyers. We increasingly find that our efficiency and our demonstrated lower cost-to-collect allows us to be competitive with larger debt buyers in the large-balance credit card market in which they focus while maintaining our target return requirements.

Leverage our data and collection capabilities across a variety of asset class focus in Canada, the United Kingdom and Latin America

Unlike some of our peers, we pursue nonperforming loan purchase opportunities across a wide variety of asset classes beyond credit cards and in both insolvency and distressed receivables. We believe we have for a long time been a leader in the United States in several of those asset classes. When we acquired Canaccede in 2020, Canaccede’s business was mainly comprised of purchasing credit cards and personal loans. Based in part upon our experience in the United States, we have now expanded our Canadian business into purchasing, among other things, secured auto loans, telecom receivables and utility receivables. In 2019, we similarly started to focus heavily on telecom and utilities purchases in the United Kingdom and are now a market leader in the United Kingdom. Based upon our leadership in the Canadian and U.S. insolvency markets, we decided to launch insolvency purchasing in the United Kingdom in 2023. In the Caribbean, we began purchasing credit cards and personal loans in 2023, and we are expanding our purchasing to include secured loans as well. We believe our experience and success in purchasing certain asset classes in the United States will allow us to grow our market share in similar asset classes in other geographies.

17 Expand performing loan purchasing in the United States

~~TABLE~~We OFhave ~~CONTENTS~~ historically entered new asset classes opportunistically where we believe returns will be attractive, the underlying market is large, and we are able to develop a competitive moat through better data and collection strategies. We believe performing consumer loans with credit deterioration, a high degree of credit risk or that require significant focus on servicing offer such an opportunity and one for which our skill set is particularly well-suited. During 2022 and 2023, we selectively purchased pools of performing loans where there was significant credit deterioration or related risk, because our experience in handling more seriously delinquent nonperforming loans provided the skills and strategies to successfully acquire and service performing loans with significant credit deterioration. The Conn’s Portfolio Purchase in 2024 reflected a significant expansion of this strategy. Because the cash flows emanating from performing loans are much greater than they are for non-performing loans on a relative basis, and the cost of collecting these assets is expected to be substantially less, the market size for performing loans can represent a significant expansion from the non-performing loan market. We believe that there will be the opportunity to purchase other portfolios that contain a mix of performing and non-performing loans and having the capability to evaluate and purchase and service both together, and an ability to manage performing loans that become non-performing where there is an elevated credit risk, will be a competitive advantage.

Expand performing or semi-performing loan purchasing in the United States

We have historically entered new asset classes opportunistically where we believe returns will be attractive, the underlying market is large, and we are able to develop a competitive moat through better data and collection strategies. We believe performing consumer loans with credit deterioration, a high degree of credit risk or that require significant focus on servicing offer such an opportunity and one for which our skill set is particularly well-suited. During 2022 and 2023, we selectively purchased pools of performing loans where there was some level of credit deterioration or related risk, because our experience in handling more seriously delinquent nonperforming loans provided the skills and strategies to successfully acquire and service the semi-performing asset class. The Conn’s Portfolio Purchase in 2024 reflected a significant expansion of this strategy. Because the cash flows emanating from performing loans or semi-performing loans are much greater than they are for non-performing loans on a relative basis, and the cost of collecting these assets are substantially less, the market size for performing loans can represent a significant expansion from the non-performing loan market. We believe that there will be the opportunity to purchase other portfolios that contain a mix of performing and non-performing loans and having the capability to evaluate and purchase and service both together, and an ability to manage performing loans that become non-performing where there is an elevated credit risk, will be a competitive advantage.

Organically enter new adjacent geographic markets in Latin America

We entered the Colombian market in 2021 through a purchase alongside Refinancia, as a partner, from a significant global bank that was also our client in a separate geography. We scaled our presence in Colombia by acquiring the assets and certain entities of Refinancia in 2022 and 2023, which expanded our purchasing and client relationships in the Colombian market. In 2023, we began purchasing in Peru and the Caribbean. Existing clients have expressed interest in selling portfolios to us in the following markets: Mexico, Chile, Panama and Costa Rica. We believe this interest is indicative of the attractiveness of our platform as compared to local competitors, such as cost of funds, financial capacity and operational compliance disciplines. Given increased interest in our platform in Latin America, we believe we could create a more substantive Pan-Latin ~~America~~American platform over time.

Table of Contents

Acquire a European platform at an attractive entry price

Because of the financial distress that a handful of major European platforms are undergoing due to overleverage and years of poor performance, there has been a level of dislocation in European capital markets for non-performing loan purchasers, which may create an opportunity to acquire a stronger platform that has been impacted by the dislocation. Based on publicly disclosed financial reports, two of the largest platforms are reported to have become increasingly unprofitable and are in the midst of publicly announced debt restructurings, which has resulted in much higher bond yields across the European market. While we do not have any binding agreements or commitments to do so, we believe there could be a possibility in the future to acquire the assets of such a European platform at an attractive entry price, which would allow us to expand our business further into continental Europe.

Enter the high street bank market in the United Kingdom

We may have the opportunity to purchase from the British high street banks because other competitors that have experienced financial distress have pulled back in this market. We believe our competitors’ exits have created more favorable pricing in the market and allow for higher returns than have been available historically. Should the competitive market change to the extent that returns meet our requirements, we could access the much larger U.K. bank market, allowing us to expand beyond the telecom and utilities and installment loans markets in which we currently participate.

Our Clients

We purchase portfolios of nonperforming loans through either single portfolio purchases, referred to as spot sales, or through the pre-arranged agreement to purchase multiple portfolios at regular intervals, referred to as forward flow sales. Under a forward flow contract, we agree to purchase statistically similar nonperforming loan portfolios from credit grantors on a periodic basis at a pre-negotiated price over a specified time period, generally from six months to as long as three years for some of our clients. We regularly renew our forward flow contracts with our long-time clients. As of ~~March 31~~September 30, 2025, we had $~~263~~316.64 million of total committed forward flows.

18 We benefit from a long-term client base with whom we have forward flow agreements in place that regularly renew. We seek to form strategic relationships with clients and engage in regular dialogue with their senior executives in order to identify additional opportunities to enhance their goals. We continuously improve our cost-to-collect and build a “moat” around the client relationship that we believe would be very difficult for any new entrant to replicate. As of September 30, 2025, we have had a relationship of over five years with five of our top 10 clients, excluding Conn’s.

~~TABLE~~We OFalso ~~CONTENTS~~ manage an active pipeline of new clients and utilize extensive marketing efforts to realize new purchasing opportunities. Over the last six years, we have experienced significant growth in our purchases in terms of both dollar amount and the number of sellers, adding over 130 new clients between 2018 and September 30, 2025.

WeAs ~~benefit~~we ~~from~~pursue nonperforming loan purchase opportunities across a ~~long-term~~wide ~~client~~variety ~~base~~of asset classes and pursue relationships with ~~whom~~originators of all sizes, we ~~have~~believe ~~forward~~our ~~flow~~purchasing ~~agreements~~and inclient ~~place~~relationships ~~that~~are ~~regularly~~less ~~renew.~~concentrated Wethan ~~seek~~those of our key competitors, who tend to ~~form~~focus ~~strategic~~on ~~relationships~~fewer ~~with~~asset ~~clients~~classes and ~~engage~~primarily inon ~~regular~~large ~~dialogue~~purchases. ~~with~~For ~~their~~the ~~senior~~period ~~executives~~beginning inJanuary 1, ~~order~~2022 toand ~~identify~~ending ~~additional~~September 30, ~~opportunities~~2025, toexcluding ~~enhance~~the ~~their~~Conn’s ~~goals.~~Portfolio WePurchase, ~~continuously~~our ~~improve~~top ~~our~~five ~~cost-to-collect~~counterparties ~~and~~accounted ~~build~~for a34.2% ~~“moat”~~of ~~around~~purchases with the ~~client~~top ~~relationship~~counterparty ~~that~~accounting wefor ~~believe~~9.2% ~~would~~of betotal ~~very~~purchase ~~difficult~~volume for ~~any~~that ~~new~~period. ~~entrant~~In to2024 ~~replicate.~~and Asin ofthe ~~March~~nine 31months ended September 30, 2025, we ~~have~~made ~~had~~731 aand ~~relationship~~625 ofdiscrete ~~over~~purchases, ~~five~~respectively, ~~years~~averaging 61 and 69 transactions per month, respectively, with ~~five~~an average purchase size of ~~our~~$0.7 ~~top~~million 10and ~~clients~~$0.6 million, excluding the Conn’s Portfolio Purchase, respectively. We have forged long-term partnerships with major financial institutions, major telecom companies and many smaller niche originators. In the year ended December 31, 2024 and the nine months ended September 30, 2025, we added 14 and 15 new clients, respectively, in addition to seeing substantial increases in volumes from many existing clients. In addition to our forward flows with long-time clients where we derive the vast majority of our purchases, we also actively participate in bidding for new purchases of nonperforming loan portfolios through auctions and negotiated sales.

We also manage an active pipeline of new clients and utilize extensive marketing efforts to realize new purchasing opportunities. Over the last six years, we have experienced significant growth in our purchases in terms of both dollar amount and the number of sellers, adding over 120 new clients between 2018 and March 31, 2025.

As we pursue nonperforming loan purchase opportunities across a wide variety of asset classes and pursue relationships with originators of all sizes, we believe our purchasing and client relationships are less concentrated than those of our key competitors, who tend to focus on fewer asset classes and primarily on large purchases. For the period beginning January 1, 2022 and ending March 31, 2025, excluding the Conn’s Portfolio Purchase, our top five counterparties accounted for 33.8% of purchases with the top counterparty accounting for 8.8% of total purchase volume for that period. In 2024 and in the three months ended March 31, 2025, we made 731 and 219 discrete purchases, respectively, averaging 61 and 73 transactions per month, respectively, with an average purchase size of $0.7 million and $0.8 million, excluding the Conn’s Portfolio Purchase, respectively. We have forged long-term partnerships with major financial institutions, major telecom companies and many smaller niche originators. In the year ended December 31, 2024 and the three months ended March 31, 2025, we added 14 and four new clients, respectively, in addition to seeing substantial increases in volumes from many existing clients. In addition to our forward flows with long-time clients where we derive the vast majority of our purchases, we also actively participate in bidding for new purchases of nonperforming loan portfolios through auctions and negotiated sales.

Our Operations

Our operational strategy is to create differentiated capabilities that provide a competitive advantage while outsourcing the activities that we believe are commoditized and operationally intensive. These capabilities include the data and analytical capabilities, master servicing capabilities, technology and digital collection capabilities, and legal collections as well as other unique or differentiated collection capabilities for a given market.

We utilize external servicing resources, including both collection agencies and external law firms, more than some of the other major nonperforming loan purchasers because of the operational flexibility and the competitive performance dynamics they provide. By having less overhead and a higher proportion of variable costs, we believe we are more disciplined on pricing than our peers and are able to refrain from purchasing at returns below our thresholds. We believe our peers may feel more pressure to purchase at lower returns in order to support a larger fixed cost base comprised of much larger internal call center and internal legal channel operations. Because our operating model is flexible and scalable based on variable operating expenses, we can scale upward and downward as needed depending on supply conditions in the deployment market. Managing external servicers and resources is a core competency. We employ a rigorous onboarding process, with an emphasis on compliance and risk management through CMS, we have active oversight of the operations and performance, and we can and do shift our placements if we find performance is lagging or because an external vendor, like a law firm or agency, will not be able to meet our stringent compliance standards.

Table of Contents

we can scale upward and downward as needed depending on supply conditions in the deployment market. Managing external servicers and resources is a core competency. We employ a rigorous onboarding process, with an emphasis on compliance and risk management through CMS, we have active oversight of the operations and performance, and we can and do shift our placements if we find performance is lagging or because an external vendor, like a law firm or agency, will not be able to meet our stringent compliance standards.

Asset Diversification

We have expertise and historical data in under-penetrated asset classes where others lack robust historical performance that give us a competitive advantage in pricing and implementing collection strategies. Our asset classes are very diversified in the United States and the United Kingdom. We have achieved consistently high multiples of investment across all core asset classes. The below chart shows our asset diversification in the United States, Canada, the United Kingdom and Latin America as of ~~March 31~~September 30, 2025:

TABLE OF CONTENTS

Our Business Lines

The chart below presents an overview of our collection channels for the ~~year~~nine months ended ~~December~~September 3130, ~~2024~~2025 for each of our geographic locations or segments:

Distressed Business Line

The Distressed business line (“Distressed”) is our largest business line and represents the purchase, collection and servicing collection of nonperforming consumer loans. The vast majority of distressed accounts that we purchase have been charged-off for reason of delinquency. However, we have also purchased accounts that are considered to be performing but that have elevated credit risk, which we can purchase at a significant discount to face value. The Conn’s Portfolio Purchase included both accounts that were charged-off and accounts that are considered to still be performing though with elevated credit risk, and we consolidated that purchase into our Distressed business line.

Since inception and through March 31, 2025, we have invested approximately $2.3 billion in portfolios with original face value of approximately $70.5 billion of distressed receivables with a strategic focus on underpenetrated asset classes, including consumer installment loans, telecom receivables, auto finance loans, utilities, and small balance credit card receivables. We believe we possess robust historical performance data that other competitors lack in each of these asset classes. 18

Table of Contents

Since inception and through September 30, 2025, we have invested approximately $2.4 billion in portfolios with original face value of approximately $74.5 billion of distressed receivables with a strategic focus on underpenetrated asset classes, including consumer installment loans, telecom receivables, auto finance loans, utilities, and small balance credit card receivables. We believe we possess robust historical performance data that other competitors lack in each of these asset classes.

Insolvency Business Line

In our Insolvency business line, we purchase and service insolvency accounts that are filed under Chapter 7 or Chapter 13 of Title 11 of the United States Code (as amended, the “U.S. Bankruptcy Code”), or under equivalent insolvency statutes in Canada and the United Kingdom. Accounts in an insolvency typically obtain payment plans that generally range from three to five years in duration. We purchase accounts that are at any stage in the bankruptcy plan life schedule. Portfolios acquired close to the filing of the bankruptcy plan will generally take months to generate cash flow, while aged portfolios acquired years after the plan filing will typically generate immediate cash flows. Non-U.S. insolvency accounts may have some slight differences but generally operate in a similar manner. In Canada, we purchase consumer proposal, consumer credit counseling and bankrupt accounts. We recently commenced purchasing portfolios of insolvent accounts in the United Kingdom, which are referred to as Individual Voluntary Arrangements.

20 Since inception and through September 30, 2025, we have invested approximately $1.2 billion in portfolios with original face value of approximately $9.4 billion in insolvency purchases. We are able to manage all bankruptcy chapters in all states and territories and purchase in all secured and unsecured asset classes except for mortgages. We believe we are part of a very small subset of companies that buys consumer bankruptcy claims and part of an even smaller subset that buys secured consumer bankruptcy claims. Because we buy both secured and unsecured loans across the credit spectrum, we believe creditors prefer to work with us as they do not have to engage multiple vendors, which may require lengthy and complicated on-boarding and may increase cost and risk. In addition to the purchase of portfolios of insolvent loans, we provide fee-based services including third-party servicing of bankruptcy accounts in the United States and Canada.

TABLE OF CONTENTS

will generally take months to generate cash flow, while aged portfolios acquired years after the plan filing will typically generate immediate cash flows. Non-U.S. insolvency accounts may have some slight differences but generally operate in a similar manner. In Canada, we purchase consumer proposal, consumer credit counseling and bankrupt accounts. We recently commenced purchasing portfolios of insolvent accounts in the United Kingdom, which are referred to as Individual Voluntary Arrangements.

Since inception and through March 31, 2025, we have invested approximately $1.1 billion in portfolios with original face value of approximately $8.8 billion in insolvency purchases. We are able to manage all bankruptcy chapters in all states and territories and purchase in all secured and unsecured asset classes except for mortgages. We believe we are part of a very small subset of companies that buys consumer bankruptcy claims and part of an even smaller subset that buys secured consumer bankruptcy claims. Because we buy both secured and unsecured loans across the credit spectrum, we believe creditors prefer to work with us as they do not have to engage multiple vendors, which may require lengthy and complicated on-boarding and may increase cost and risk. In addition to the purchase of portfolios of insolvent loans, we provide fee-based services including third-party servicing of bankruptcy accounts in the United States and Canada.

Our Focus on Compliance

We believe our compliance track record is one of the best in the industry. Since our founding in 2002, investments in people and processes to ensure ongoing legal and regulatory compliance, coupled with a culture that promotes doing the right thing for consumers, have provided a key commercial competitive advantage in winning new business from reputation sensitive credit originators, financial institutions and service providers. Our success is rooted in our history of compliance. Since 2012 through ~~March 31~~September 30, 2025, we have engaged in approximately ~~1,400~~1493 compliance requests and audits by clients and regulators. We successfully completed 141 and 44197 such requests and audits for the year ended December 31, 2024 and the ~~three~~ nine months ended ~~March~~September 3130, 2025, respectively, and we have never failed a regulatory audit in our 2223-year history.

By centering our business around treating the consumer fairly in all of our operations, and through the use of proprietary technology and experienced associates to promptly and efficiently resolve consumer inquiries, we believe we are able to provide a better customer experience and better responsiveness to consumer concerns than other large industry participants. These outcomes have been viewed favorably by both the institutions from whom we acquire accounts and by our regulators.

Recent Developments

~~8.250%~~Stockholder ~~Senior Notes due 2030~~ Dividend

On ~~May 2~~November 12, 2025, ~~Jefferson~~our ~~Capital~~board ~~Holdings,~~of ~~LLC~~directors ~~completed~~declared ana ~~offering~~quarterly ~~(the~~cash ~~“2030~~dividend ~~Notes Offering”)~~ of $~~500.~~0 ~~million aggregate principal amount of 8~~.~~250%~~24 ~~senior~~per ~~notes~~share ~~due~~on ~~2030~~our ~~(the~~outstanding ~~“2030~~common ~~Notes”)~~stock ~~under an indenture~~ (the “~~2030~~Third ~~Notes~~Quarter ~~Indenture~~Stockholder Dividend”),. ~~dated~~On ~~as of May 2~~December 4, 2025, ~~among~~we ~~Jefferson~~paid ~~Capital Holdings, LLC,~~ the ~~guarantors~~Third ~~party~~Quarter ~~thereto~~Stockholder ~~and U.S. Bank Trust Company~~Dividend, ~~National~~representing ~~Association,~~a astotal ~~trustee.~~amount ~~The 2030 Notes are general senior unsecured obligations~~ of ~~Jefferson~~$15.5 ~~Capital Holdings~~million, ~~LLC~~to ~~and~~shareholders ~~are~~of ~~guaranteed~~record byas ~~certain~~ of ~~Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on~~ the ~~2030~~close ~~Notes is payable semiannually on May 15 and November 15~~ of ~~each~~business ~~year, commencing~~ on November 15 25, 2025. ~~The 2030 Notes mature on May 15, 2030. For additional information on material terms, see “Description of Certain Indebtedness — 8.250% Senior Notes due 2030.”~~

Closing of the Bluestem Portfolio Purchase

The Bluestem Portfolio Purchase closed on December 4, 2025. The net purchase price for the portfolio was $196.1 million and the estimated remaining collections associated with the portfolio are $310.0 million. See “— Our Markets — United States — Bluestem Receivables Asset Acquisition” for additional information.

Summary Risk Factors

Investing in our common stock involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:

▪ A deterioration in the economic or inflationary environment in the countries in which we operate could have an adverse effect on our business and results of operations.

~~A deterioration in the economic or inflationary environment in the countries in which we operate could have an adverse effect on our business and results of operations.~~ 19

Table of Contents

▪ We may not be able to continually replace our nonperforming loans with additional portfolios sufficient to operate efficiently and profitably, or we may not be able to purchase nonperforming loans at appropriate prices.

▪ We may not be able to ~~continually~~collect ~~replace~~a ~~our nonperforming loans with additional portfolios~~ sufficient toamount ~~operate~~from ~~efficiently~~our ~~and profitably, or we may not be able to purchase~~ nonperforming loans atto ~~appropriate~~fund ~~prices.~~our operations.

▪ Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.

▪ We outsource and offshore certain activities related to our business to third parties. Any disruption or failure of these third parties to provide these services could adversely affect our business operations, financial condition and reputation.

We▪ ~~may~~Disruptions ~~not~~at beour ~~able~~co-sourced tooperation ~~collect~~in aMumbai ~~sufficient~~could ~~amount~~adversely ~~from~~impact our ~~nonperforming loans to fund our operations~~business.

▪ Goodwill impairment charges could negatively impact our net income and stockholders’ equity.

▪ Our loss contingency accruals may not be adequate to cover actual losses.

21 ▪ Solicitors of Moriarty, our wholly-owned law firm subsidiary in the United Kingdom, could act outside our interests and/or regulatory bodies to which such law firm subsidiary and its solicitors are subject could take enforcement action or impose sanctions that could impact our business, financial condition and results of operations.

~~TABLE~~▪ OFOur ~~CONTENTS~~ expected collections from the Conn’s Portfolio Purchase may not be realized, or our expenses from the FTE that were formerly employed by Conn’s may be higher than we anticipated, which may adversely impact our financial results.

▪ Our international operations expose us to risks, which could harm our business, financial condition and results of operations.

~~Our~~▪ ~~collections~~We may ~~decrease~~experience iflosses ~~certain~~on ~~types~~portfolios consisting of ~~insolvency~~new ~~proceedings~~asset ~~and~~classes ~~bankruptcy~~of ~~filings~~receivables ~~involving~~or ~~liquidations~~receivables ~~increase.~~in new geographies due to our lack of collection experience with these receivables, which could harm our business, financial condition and results of operations.

▪ Compliance with complex and evolving international and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions.

▪ Evolving regulation, particularly in Latin America, where the regulatory environment is less restrictive with respect to the use of certain new technologies and where new collection capabilities are tested before broader adoption across our business, could adversely affect our business, financial condition and results of operations.

We▪ ~~outsource~~Our ~~and~~ability ~~offshore~~to ~~certain~~collect ~~activities~~and ~~related~~enforce to our ~~business~~nonperforming toand ~~third~~performing ~~parties.~~loans ~~Any~~may ~~disruption~~be orlimited ~~failure~~under offederal, ~~these~~state ~~third~~and ~~parties~~international ~~to provide these services could adversely affect our business operations~~laws, ~~financial~~regulations ~~condition~~ and ~~reputation~~policies.

▪ The regulation of data privacy in the United States and globally, or an inability to effectively manage our data governance structures, could have an adverse effect on our business, financial condition and results of operations by increasing our compliance costs or decreasing our competitiveness.

▪ We are dependent on our data gathering systems and proprietary consumer profiles, and if access to such data was lost or became public, our business could be materially and adversely affected.

~~Disruptions~~▪ atA ~~our~~cybersecurity ~~co-sourced~~incident ~~operation~~could indamage ~~Mumbai~~our ~~could~~reputation and adversely impact our business. and financial results.

▪ The underperformance or failure of our information technology infrastructure, networks or communication systems could result in a loss in productivity, loss of competitive advantage and business disruption.

▪ We may not be able to adequately protect the intellectual property rights upon which we rely and, as a result, any lack of protection may diminish our competitive advantage.

~~Goodwill~~▪ ~~impairment~~Our ~~charges~~use of machine learning and AI technologies could ~~negatively~~adversely ~~impact~~affect our ~~net~~products ~~income~~and services, harm our reputation, or cause us to incur liability resulting from harm to individuals or violation of laws and ~~stockholders’~~regulations ~~equity.~~or contracts to which we are a party.

▪ We expect to use leverage in executing our business strategy, which may have adverse consequences.

▪ We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.

~~Our~~▪ ~~loss~~The ~~contingency~~JCF ~~accruals~~Stockholders (as defined below) control us, and their interests may ~~not~~conflict bewith ~~adequate~~ours toor ~~cover~~yours ~~actual~~in ~~losses.~~the future, including matters that involve corporate opportunities.

▪ Table of Contents

~~Solicitors~~▪ ofWe ~~Moriarty,~~are ~~our~~a ~~wholly-owned~~“controlled ~~law~~company” ~~firm~~within ~~subsidiary~~the inmeaning of the ~~United~~corporate ~~Kingdom,~~governance ~~could~~rules ~~act~~of ~~outside~~the ~~our~~Nasdaq ~~interests~~ and~~/or~~, ~~regulatory~~as ~~bodies~~a toresult, ~~which~~we ~~such~~qualify ~~law~~for ~~firm~~exemptions ~~subsidiary~~from ~~and~~certain ~~its~~corporate ~~solicitors~~governance ~~are~~requirements. ~~subject~~You ~~could~~will ~~take~~not ~~enforcement~~have ~~action~~the orsame ~~impose~~protections ~~sanctions~~as ~~that~~those ~~could~~afforded ~~impact~~to ~~our~~stockholders ~~business,~~of ~~financial~~companies ~~condition~~that ~~and~~are ~~results~~subject ofto ~~operations.~~such governance requirements.

▪

Our expected collections from the Conn’s Portfolio Purchase may not be realized, or our expenses from the FTE that were formerly employed by Conn’s may be higher than we anticipated, which may adversely impact our financial results.

▪

Our international operations expose us to risks, which could harm our business, financial condition and results of operations.

▪

We may experience losses on portfolios consisting of new asset classes of receivables or receivables in new geographies due to our lack of collection experience with these receivables, which could harm our business, financial condition and results of operations.

▪

Compliance with complex and evolving international and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions.

▪

Evolving regulation, particularly in Latin America, where the regulatory environment is less restrictive with respect to the use of certain new technologies and where new collection capabilities are tested before broader adoption across our business, could adversely affect our business, financial condition and results of operations.

▪

Our ability to collect and enforce our nonperforming and performing loans may be limited under federal, state and international laws, regulations and policies.

▪

The regulation of data privacy in the United States and globally, or an inability to effectively manage our data governance structures, could have an adverse effect on our business, financial condition and results of operations by increasing our compliance costs or decreasing our competitiveness.

▪

We are dependent on our data gathering systems and proprietary consumer profiles, and if access to such data was lost or became public, our business could be materially and adversely affected.

▪

A cybersecurity incident could damage our reputation and adversely impact our business and financial results.

▪

The underperformance or failure of our information technology infrastructure, networks or communication systems could result in a loss in productivity, loss of competitive advantage and business disruption.

▪

We may not be able to adequately protect the intellectual property rights upon which we rely and, as a result, any lack of protection may diminish our competitive advantage.

▪

Our use of machine learning and AI technologies could adversely affect our products and services, harm our reputation, or cause us to incur liability resulting from harm to individuals or violation of laws and regulations or contracts to which we are a party.

▪

We expect to use leverage in executing our business strategy, which may have adverse consequences.

▪

We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.

▪

The JCF Stockholders (as defined below) control us, and their interests may conflict with ours or yours in the future, including matters that involve corporate opportunities.

▪

We expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. You

TABLE OF CONTENTS

will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.

Our Corporate Information

We were initially formed on November 12, 2024 as a Delaware corporation~~, for purposes of becoming the issuer in this offering~~. Our principal executive offices are located at 600 South Highway 169, Suite 1575, Minneapolis, Minnesota 55426, and our telephone number is (320) 229-8505. Our corporate website address is www.jcap.com. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this prospectus or the registration statement of which it forms a part. We have included our website in this prospectus solely as an inactive textual reference.

Share Repurchase

We intend to purchase from the underwriters 3,000,000 shares of our common stock at a price per share equal to the price per share to be paid by the underwriters to the selling stockholders (the “Share Repurchase”). The underwriters will not receive any compensation for the shares of our common stock being repurchased by us. We intend to fund the Share Repurchase by borrowing under our Revolving Credit Facility.

The closing of the Share Repurchase will be concurrent with the closing of this offering. The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this offering. We cannot assure you that this offering or the Share Repurchase will be consummated.

The concurrent share repurchase was approved by our board of directors. Any shares of our common stock that we repurchase in the Share Repurchase will be retired.

The description of and the other information in this prospectus regarding the Share Repurchase is included solely for informational purposes. Nothing in this prospectus should be construed as an offer to sell, or the solicitation of an offer to buy, any of our common stock, subject to the Share Repurchase.

Initial Public Offering

On June 27, 2025, we completed our IPO, in which the selling stockholders sold 10,875,000 shares after giving effect to the underwriters’ exercise of the over-allotment option, at a public offering price of $15.00 per share. We also issued and sold 625,000 shares of our common stock in the IPO, which resulted in gross proceeds of $9.4 million before deducting the underwriting discounts and commissions and estimated offering expenses of $6.3 million, resulting in net proceeds of $3.1 million. Jefferies LLC and Keefe, Bruyette & Woods, Inc. acted as representatives of the underwriters for the offering. We used approximately $3.1 million of the net proceeds from the IPO to repay outstanding borrowings under the Revolving Credit Facility and the remaining net proceeds from the IPO for general corporate purposes, including to fund our growth, technology development, working capital, operating expenses and capital expenditures.

The Reorganization

Jefferson Capital, Inc., a Delaware corporation, was formed in connection with ~~this offering and is~~ the ~~issuer of the common stock offered by this prospectus~~IPO. Prior to ~~this~~the ~~offering~~IPO, our business operations ~~have~~had generally been conducted through Jefferson Capital Holdings, LLC and its subsidiaries. JCAP TopCo, LLC iswas a holding company and the direct parent of Jefferson Capital Holdings, LLC. Following a series of transactions that we ~~will engage in immediately prior to the completion of this offering, which we~~ refer to collectively as the “Reorganization,” Jefferson Capital, Inc. ~~will~~became ~~become~~ a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which ~~will~~remains ~~remain~~ a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. ~~will~~ also ~~succeed~~succeeded to federal NOLs, state NOLs and tax credit carryforwards under Section 381 of the Code as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC, following the Reorganization ~~and this offering~~, Jefferson Capital, Inc. ~~will~~operates ~~operate~~ and ~~control~~controls all of the business and affairs, and ~~consolidate~~consolidates the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries.

To effect the Reorganization, the ~~current direct and indirect~~ owners of JCAP TopCo, LLC prior to the Reorganization, which ~~include~~included (i) entities affiliated with J.C. Flowers, (ii) members of Management Invest, LLC, an entity through which employees of JCAP TopCo, LLC and its subsidiaries and certain of our directors hold equity interests, and (iii) former equity holders of Canaccede, ~~will,~~exchanged ~~among other things, exchange~~ their direct and indirect interests in JCAP TopCo, LLC for shares of our common stock, among other things. We refer to the entities affiliated with J.C. Flowers, members of Management Invest, LLC and former stockholders of Canaccede who ~~will~~became ~~own~~owners of shares of our common stock following the Reorganization ~~and this offering~~ as the “JCF Stockholders,” “Management Stockholders” and “Former Canaccede Stockholders,” respectively.

AsThe anumber ~~result~~ of ~~the~~shares ~~Reorganization~~of ~~and~~common ~~after~~stock ~~giving~~that ~~effect to~~ the ~~completion~~JCF ofStockholders, ~~this~~the ~~offering~~Former atCanaccede anStockholders ~~assumed~~and ~~initial~~the ~~public~~Management ~~offering~~Stockholders ~~price~~received ofin ~~$ per~~exchange ~~share,~~for ~~which is~~ the ~~midpoint~~132,828,019 ofClass A ~~the~~Units ~~price~~and ~~range~~Class C ~~set~~Units ~~forth~~of onJCAP ~~the~~TopCo, ~~cover~~LLC ~~page~~outstanding ~~of this prospectus:~~

▪ 21

~~the~~Table ~~investors in this offering will collectively own %~~ of ~~the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders);~~ Contents

immediately prior to the Reorganization was based on an exchange ratio of one share of common stock for every 2.4150549 units in JCAP TopCo, LLC and resulted in an aggregate of 55,000,000 shares of our common stock being issued. In addition, based on the initial public offering price, an aggregate of 9,060,082 shares of common stock were issued in exchange for the 27,937,232 Class B Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization, resulting in a total of 64,060,082 shares of common stock outstanding immediately after the Reorganization and before giving effect to the IPO.

▪ The number of shares of common stock that the Management Stockholders collectively received pursuant to the Reorganization was based in part on the value that Management Invest, LLC would have received under the distribution provisions of the limited liability agreement of JCAP TopCo, LLC, with shares of our common stock valued by reference to the ultimate initial public offering price of shares of common stock in the IPO.

Specifically, of the ~~JCF~~10,016,642 ~~Stockholders~~shares ~~will~~of ~~collectively~~common ~~own %~~stock ofthat were issued to the ~~outstanding~~Management Stockholders in the Reorganization, 6,418,775 shares were issued in respect of ~~our~~Class B ~~common~~Units ~~stock~~of Management Invest, LLC (~~or %~~which ifcorrespond ~~the~~to ~~underwriters~~Class B ~~exercise~~Units of JCAP TopCo, LLC) that were “in- ~~full~~the-money” ~~their~~but ~~option~~remained subject to ~~purchase~~certain ~~additional~~vesting conditions specified in individual award agreements. These shares ofwere ~~our~~issued ~~common~~as restricted stock ~~from~~either with the ~~selling~~same ~~stockholders);~~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. See “Executive Compensation — Equity Compensation — Class B Unit Grants.”

The Former Canaccede Stockholders sold all of the 1,612,721 shares of common stock that they received in the Reorganization in the IPO.

▪

the Management Stockholders will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders); and

▪

the Former Canaccede Stockholders will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders).

The number of shares of common stock that will be received by the JCF Stockholders, the Former Canaccede Stockholders and the Management Stockholders in exchange for the 132,828,019 Class A Units and Class C Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization will be based on an exchange ratio of one share of our common stock for every 2.65656038 interests in JCAP TopCo, LLC, resulting

TABLE OF CONTENTS

in an aggregate of 50,000,000 shares of our common stock being issued in exchange for such Class A Units and Class C Units. In addition, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, an aggregate of shares of common stock will be issued in exchange for the 27,937,232 Class B Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization, resulting in a total of shares of common stock outstanding immediately after the Reorganization and before giving effect to this offering.

The number of shares of common stock that the Management Stockholders will collectively receive pursuant to the Reorganization will be based in part on the value that Management Invest LLC would have received under the distribution provisions of the limited liability agreement of JCAP TopCo, LLC, with shares of our common stock valued by reference to the ultimate initial public offering price of shares of common stock in this offering. Specifically, of the shares of common stock to be issued to the Management Stockholders in the Reorganization, shares will be issued in respect of Class B Units of Management Invest LLC (which correspond to Class B Units of JCAP TopCo, LLC) that are “in- the-money” but remain subject to certain vesting conditions specified in individual award agreements. These shares will be 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. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.”

Organizational Structure

The following chart illustrates our simplified structure ~~following the Reorganization~~ and ~~this~~our ~~offering,~~ownership ~~assuming~~following ~~an initial public offering price of $ per share of common stock, which is~~ the ~~midpoint~~Reorganization ~~of the price range set forth on the cover page of this prospectus,~~ and ~~assuming no exercise of~~ the ~~underwriters’ option to purchase additional shares of our common stock~~IPO. The chart is provided for illustrative purposes only and does not represent all legal entities affiliated with us, or our obligations.

(1) Issuer of the 2026 Notes, 2029 Notes and 2030 Notes.

~~Issuer~~(2) ofCL ~~the~~Holdings, ~~2026~~LLC, ~~Notes~~Jefferson Capital Systems, ~~2029~~LLC, ~~Notes~~JC International Acquisition, LLC and ~~2030~~CFG ~~Notes~~Canada Funding, LLC, four of our operating subsidiaries, are the Borrowers under the Revolving Credit Facility. For further information, see “Description of Certain Indebtedness — Revolving Credit Facility.”

Following this offering and the Share Repurchase, the JCF Stockholders are expected to hold 55.4%, the Management Stockholders are expected to hold 15.3% and the Public Stockholders are expected to hold 18.6% of the outstanding shares of common stock, assuming no exercise of the underwriters’ option to purchase additional shares of our common stock.

~~(2)~~ 22

CLTable ~~Holdings, LLC, Jefferson Capital Systems, LLC, JC International Acquisition, LLC and CFG Canada Funding, LLC, four~~ of ~~our operating subsidiaries, are the Borrowers under the Revolving Credit Facility. For further information, see “Description of Certain Indebtedness — Revolving Credit Facility.”~~ Contents

TABLE OF CONTENTS

Our Sponsor

J.C. Flowers is a leading private investment firm dedicated to investing globally in the financial services industry. Founded in 1998, J.C. Flowers has invested more than $18 billion of capital in 70 portfolio companies in 18 countries across a range of industry subsectors including banking, insurance and reinsurance, securities firms, specialty finance, and services and asset management. With approximately $5 billion of assets under management, J.C. Flowers has offices in New York and London.

J.C. Flowers acquired a majority equity interest in the Jefferson Capital business in 2018. Since then, we have maintained a strong and constructive relationship with J.C. Flowers, who has continued to hold a controlling interest in our business through its affiliated funds. Three of the seven members of our board of directors are also affiliated with J.C. Flowers.

Immediately following this offering and the Share Repurchase, the JCF Stockholders, some of whom are selling stockholders in this offering, will together control approximately 55.4% of the voting power of our outstanding common stock (or 53.1% if the underwriters exercise in full their option to purchase additional shares from the selling stockholders). As a result, the JCF Stockholders will continue to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our amended and restated certificate of incorporation and amended and restated by-laws and the approval of any merger or sale of substantially all of our assets.

Because the JCF Stockholders ~~will~~ control more than 50% of the voting power of our outstanding common stock, we ~~will~~are be a “controlled company” under the corporate governance rules for the Nasdaq. Therefore, we ~~will~~are be permitted to elect not to comply with certain corporate governance requirements. See “Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — We expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.”

In addition, in connection with the ~~completion of this offering~~IPO, we ~~intend~~entered ~~to enter~~ into a stockholders agreement with the JCF Stockholders (the “Stockholders Agreement”), which ~~will~~provides ~~provide~~ the JCF Stockholders the right to designate a certain number of nominees for election to our board of directors and certain committee nomination rights for so long as the JCF Stockholders (including their permitted transferees under the Stockholders Agreement) beneficially own a specified percentage of our outstanding common stock. See “Certain Relationships and Related Party Transactions — Stockholders Agreement — Nomination and Consent Rights.”

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year following the fifth anniversary of the completion of ~~this~~our ~~offering~~IPO, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

▪ we will present in this prospectus only two years of audited consolidated financial statements, plus any required unaudited consolidated financial statements, and related management’s discussion and analysis of financial condition and results of operations;

▪ we will ~~present~~avail inourselves ~~this~~of ~~prospectus~~the ~~only~~exemption ~~two years~~from ofthe ~~audited~~requirement ~~consolidated~~to ~~financial~~obtain ~~statements,~~an ~~plus~~attestation ~~any~~and ~~required~~report ~~unaudited~~from ~~consolidated~~our ~~financial~~auditors ~~statements,~~on ~~and~~the ~~related~~assessment ~~management’s~~of ~~discussion~~our ~~and~~internal ~~analysis~~control ofover financial ~~condition~~reporting ~~and~~pursuant ~~results~~to the Sarbanes-Oxley Act of ~~operations~~2002;

▪ we will provide less extensive disclosure about our executive compensation arrangements; and

▪ we will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

▪

we will provide less extensive disclosure about our executive compensation arrangements; and

▪

we will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

TABLE OF CONTENTS

Accordingly, the information contained herein may be different than the information you receive from our competitors that are public companies or other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can delay the adoption of new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period for complying with new or revised accounting standards and, as a result, our results of operations and financial statements may not be comparable to those of companies that have adopted the new or revised accounting standards.

TABLE OF CONTENTS

The Offering

Common stock offered by us

shares.

Common stock offered by the selling stockholders

shares (or shares if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders).

Option to purchase additional shares of common stock from the selling stockholders

The underwriters have an option to purchase up to an aggregate of additional shares of our common stock from the selling stockholders at the initial public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Common stock to be outstanding after this offering

shares.

Use of proceeds

We estimate that the net proceeds to us from the sale of the shares of our common stock in this offering will be approximately $ million, based upon an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, facilitate an orderly distribution for the selling stockholders, create a public market for our common stock and enable access to the public equity markets for us and our stockholders. We expect to use approximately $ million of the net proceeds from this offering to repay outstanding borrowings under the Revolving Credit Facility and intend to use the remaining net proceeds from this offering for general corporate purposes, including to fund our growth, technology development, working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds and/or future borrowings under the Revolving Credit Facility to acquire complementary businesses, products, services or technologies, however, we do not have agreements or commitments for any material acquisitions or investments at this time. We will have broad discretion in the way that we use the net proceeds of this offering. We will not receive any proceeds from the sale of shares of common stock offered by the selling stockholders, including upon the sale of shares of our common stock by the selling stockholders if the underwriters exercise their option to purchase additional shares of our common stock.

See the sections titled “Principal and Selling Stockholders” and “Use of Proceeds” for additional information.

TABLE OF CONTENTS

Controlled company

Immediately following this offering, we expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq, as the JCF Stockholders will together have more than 50% of the voting power for the election of directors. See the section titled “Principal and Selling Stockholders.” Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the listing date, (i) we have a board of directors that is composed of a majority of independent directors and (ii) we have a compensation committee that consists entirely of independent directors. Following this offering, we intend to elect not to comply with such corporate governance requirements. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See the section titled “Management — Controlled Company Status.”

Dividend policy

We currently intend to pay quarterly cash dividends of $ per share on our common stock beginning in the quarter of 2025, representing an initial amount of approximately $ million per quarter, although any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. See “Dividend Policy.”

Directed Share Program

At our request, the underwriters have reserved percent of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to certain of our directors, officers and employees and friends and family members of certain of our directors, officers and employees. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Jefferies LLC will administer our directed share program. See “Underwriting — Directed Share Program.”

Listing

We have applied to list our common stock on the Nasdaq, under the symbol “JCAP.”

Risk factors

See “Risk Factors” beginning on page 35 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

28 23

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

~~The~~THE number of shares of our common stock to be outstanding after this offering is based on shares of our common stock outstanding as of , 2025, after giving effect to the Reorganization, and based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. Such number excludes: OFFERING

▪


Common stock offered by the selling stockholders	10,000,000 shares (or 11,500,000 shares if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders).

Option to purchase additional shares of common stock from the selling stockholders	The underwriters have an option to purchase up to an aggregate of 1,500,000 additional shares of our common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Share Repurchase	We intend to purchase from the underwriters 3,000,000 shares of our common stock at a price per share equal to the price per share to be paid by the underwriters to the selling stockholders. We intend to fund the Share Repurchase by borrowing under our Revolving Credit Facility. The closing of the Share Repurchase will be concurrent with the closing of this offering. The repurchased shares of common stock will no longer be outstanding after this offering. The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this offering. We cannot assure you that this offering or the Share Repurchase will be consummated. See “— Share Repurchase.”

Common stock to be outstanding after this offering and the Share Repurchase	61,665,255 shares.

Use of proceeds	We will not receive any proceeds from the sale of shares of common stock offered by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional shares from the selling stockholders. The selling stockholders will receive all of the net proceeds and bear the underwriting discount attributable to their sales of our common stock. However, we will pay certain expenses, other than the underwriting discount, in connection with this offering.

	See the sections titled “Principal and Selling Stockholders” and “Use of Proceeds” for additional information.

Controlled company	We are a “controlled company” within the meaning of the corporate governance rules of the Nasdaq, as the JCF Stockholders together have more than 50% of the voting power for the election of directors. See the section titled “Principal and Selling Stockholders.” Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the listing date of our IPO, (i) we have a board of directors that is composed of a majority of independent directors and (ii) we have a compensation committee that consists entirely of independent directors. We have elected not to comply with such corporate governance requirements. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See the section titled “Management — Controlled Company Status.”

Dividend policy	On August 13 and November 12, 2025, we declared a dividend of $0.24 per share for the second and third quarter of 2025, respectively. We currently intend to continue to pay quarterly cash dividends of approximately $0.24 per share on our common stock, although any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors

shares of restricted stock, which, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, will be issued in respect of certain profits interests held by executive officers, directors and employees that will be cancelled in connection with the Reorganization and this offering; and 24

Table of Contents

	that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. See “Dividend Policy.”

Listing	Our common stock is listed on the Nasdaq, under the symbol “JCAP.”

Risk factors	See “Risk Factors” beginning on page 29 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

▪ The number of shares of our common stock to be outstanding after giving effect to this offering and the Share Repurchase is based on 64,665,255 shares of our common stock outstanding as of September 30, 2025 (including 6,374,784 restricted shares, subject to certain vesting conditions). Such number excludes:

▪ 477,542 shares of our common stock issuable upon the exercise of ~~stock~~ options weoutstanding expect to grant in connection with the Reorganization and this offering in respect of certain profits interests that are out-of-the-money at the initial public offering price, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, to certain executive officers, directors and employees under our 2025 Incentive Award Plan (the “2025 Plan”), ~~which~~as ~~will~~of ~~become~~September ~~effective~~30, ~~in connection with this offering~~2025, at ana weighted-average exercise price ~~equal to the distribution threshold~~ of ~~the~~$24.84 ~~out-of-the-money~~per ~~Class B Units multiplied by the exchange ratio~~share; and

▪

5,948,467 remaining shares of our common stock reserved for future issuance under our 2025 Plan, as well as any additional shares that become issuable pursuant to provisions in the 2025 Plan that automatically increase the share reserve under the 2025 Plan.

Unless otherwise indicated, all information contained in this prospectus, including the number of shares of our common stock that will be outstanding after this offering and the Share Repurchase, assumes no exercise by the underwriters of their option to purchase up to 1,500,000 additional shares of our common stock from the selling stockholders.

▪ 25

~~remaining~~Table ~~shares~~ of our common stock reserved for future issuance under our 2025 Plan (after giving effect to the issuance of the options described above). Such number also excludes any shares that become issuable pursuant to provisions in the 2025 Plan that automatically increase the share reserve under the 2025 Plan. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.” Contents

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

The following tables present our summary consolidated historical financial data as of and for the periods ended on the dates indicated below. The summary consolidated statements of operations data and cash flow data for the years ended December 31, 2024 and 2023 and the summary consolidated balance sheet data as of December 31, 2024 and 2023 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated statements of operations data and cash flow data for the nine months ended September 30, 2025 and 2024 and the summary consolidated balance sheet data as of September 30, 2025 are derived from our unaudited combined and condensed consolidated financial statements and related notes included elsewhere in this prospectus. In our opinion, the unaudited combined and condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. The summary consolidated statements of operations data and cash flow data for the year ended December 31, 2022 and summary consolidated balance sheet data as of December 31, 2022 are derived from our consolidated financial statements and related notes not included in this prospectus. The presentation of our consolidated historical financial data below includes the results of Canaccede Financial Group, which we acquired on March 9, 2020, with an effective date of February 29, 2020.

Our historical results are not necessarily indicative of results that may be expected in the future. You should read these data together with our financial statements and related notes appearing elsewhere in this prospectus and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Unless otherwise indicated, all information contained in this prospectus, including the number of shares of our common stock that will be outstanding after this offering, assumes or gives effect to:

▪

the completion of the Reorganization;

▪


		NINE MONTHS
		ENDED SEPTEMBER 30,					YEAR ENDED DECEMBER 31,
		2025			2024		2024		2023			2022

		(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
Consolidated Statements of Operations Data:
Revenues:
Total portfolio revenue		$	422.4		$	286.9	$	395.9	$	293.6		$	235.5
Credit card revenue			5.5			6.4		8.3		8.8			9.6
Servicing revenue			30.6			21.1		29.1		20.7			23.2
Total revenues		$	458.5		$	314.4	$	433.3	$	323.1		$	268.3
Provision for credit losses		$	1.7		$	2.6	$	3.5	$	3.5		$	3.4
Operating expenses:
Salaries and benefits		$	43.6		$	36.0	$	48.1	$	36.5		$	33.6
Servicing expenses			133.9			95.9		130.9		101.7			88.3
Depreciation and amortization			4.2			1.7		2.6		2.4			2.6
Professional fees			15.4			5.9		11.4		6.8			6.4
Canaccede exit consideration			1.1			—		7.7		—			—
Other selling, general and administrative			12.7			5.8		8.8		8.1			7.7
Total operating expenses		$	210.9		$	145.3	$	209.5	$	155.5		$	138.6
Net operating income		$	245.9		$	166.5	$	220.3	$	164.1		$	126.3
Other income (expense):
Interest expense			(77.2)			(55.2)		(77.2)		(48.1)			(29.3)
Foreign exchange and other income (expense)			5.6			(3.2)		(5.5)		4.6			(0.9)
Total other income (expense)		$	(71.6)		$	(58.4)	$	(82.7)	$	(43.5)		$	(30.2)
Income before income taxes		$	174.3		$	108.1	$	137.6	$	120.6		$	96.1
Provision for income taxes			(24.1)			(6.2)		(8.7)		(9.1)			(8.3)
Net income		$	150.2		$	101.9	$	128.9	$	111.5		$	87.8
Per Unit/Share Data⁽¹⁾:
Net income attributable to common stockholders⁽²⁾			135.4
Net income per share attributable to common stockholders, basic and diluted⁽³⁾⁽⁴⁾			6.60
Weighted average common shares outstanding used to compute net income per share attributable to common stockholders (in thousands), basic and diluted⁽⁵⁾			20,493

~~the~~(1) ~~filing~~The ~~and~~historical ~~effectiveness~~earnings ofper ~~our~~unit ~~amended~~are ~~and~~not ~~restated~~meaningful ~~certificate~~or ofcomparable ~~incorporation~~because, ~~and~~prior ~~adoption~~to ofthe ~~our~~Reorganization, ~~amended~~Jefferson ~~and~~Capital ~~restated bylaws~~Holdings, ~~each~~LLC ofwas ~~which~~a ~~will~~single ~~occur~~member ~~immediately~~limited ~~prior~~liability tocompany. ~~the~~Accordingly, ~~completion~~earnings ofper ~~this~~unit ~~offering;~~are not presented.

Table of Contents

(2)	Net income attributable to common stockholders is net income adjusted for earnings allocated to participating securities, which is non-vested restricted stock expected to vest.

(3)	See Note 2 to our combined and condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our historical basic and diluted net income per share.

(4)

For additional context, we refer you to our reconciliation of Adjusted EPS, a non-GAAP financial measure, for the three-months ended September 30, 2025. Adjusted EPS is calculated as adjusted net income divided by weighted average diluted common shares outstanding, adjusted for expected vesting of non-vested restricted stock. Our management believes adjusted EPS helps us provide enhanced period-to-period comparability of operations and financial performance and that showing the three-month period ended September 30, 2025 increases alignment with the period for which weighted average common shares outstanding are measured following the IPO (see note 4). Adjusted EPS should not be considered as an alternative to net income per share attributable to common stockholders, determined in accordance with GAAP. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Non-GAAP Financial Measures — Adjusted EPS.”

(5)	Weighted average common shares outstanding used in the computation of basic and diluted EPS for the nine-months ended September 30, 2025 is determined using the period from June 27, 2025, the date of the IPO, through September 30, 2025.

▪

an initial public offering price of $ per share of our common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

▪


		NINE MONTHS
		ENDED SEPTEMBER,						YEAR ENDED DECEMBER 31,
		2025			2024			2024			2023			2022

		(IN MILLIONS)
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities		$	193.6		$	90.9		$	168.2		$	120.2		$	96.2
Net cash provided by (used in) investing activities			(121.5)			(243.8)			(542.4)			(403.4)			(139.3)
Net cash provided by financing activities			(59.0)			153.3			388.8			289.9			28.6
Exchange rate effects on cash balances held in foreign currencies			(5.3)			0.5			3.0			(1.2)			(0.7)

no exercise by the underwriters of their option to purchase up to additional shares of our common stock from the selling stockholders.


		AS OF
		SEPTEMBER 30,			AS OF DECEMBER 31,
		2025			2024			2023			2022

		(IN MILLIONS)
Consolidated Balance Sheet Data:
Cash and cash equivalents and restricted cash		$	46.1		$	38.2		$	20.6		$	15.2
Investments in receivables, net			1,640.8			1,497.7			984.5			580.0
Total assets			1,802.9			1,654.3			1,115.4			691.7
Notes payable, net			1,182.6			1,194.7			770.9			445.6
Total liabilities			1,365.5			1,271.8			811.8			476.9
Total equity			437.4			382.5			303.6			214.8
Noncontrolling interest						—			—			0.4

TABLE OF CONTENTS

Summary Consolidated Financial and Operating Information

The following tables present our summary consolidated historical financial data as of and for the periods ended on the dates indicated below. The summary consolidated statements of operations data and cash flow data for the years ended December 31, 2024 and 2023 and the summary consolidated balance sheet data as of December 31, 2024 and 2023 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated statements of operations data and cash flow data for the three months ended March 31, 2025 and 2024 and the summary consolidated balance sheet data as of March 31, 2025 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. In our opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. The summary consolidated statements of operations data and cash flow data for the years ended December 31, 2022, 2021, 2020 and 2019 and summary consolidated balance sheet data as of December 31, 2022, 2021, 2020 and 2019 are derived from our consolidated financial statements and related notes not included in this prospectus. The presentation of our consolidated historical financial data below includes the results of Canaccede Financial Group, which we acquired on March 9, 2020, with an effective date of February 29, 2020.

TABLE OF CONTENTS

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions, except share and per share data)
Consolidated Statements of Operations Data:
Revenues:
Total portfolio revenue		$	142.3		$	91.3		$	395.9		$	293.6		$	235.5		$	209.8		$	178.0		$	130.3
Credit card revenue			1.9			2.2			8.3			8.8			9.6			10.2			9.3			3.5
Servicing revenue			10.7			6.4			29.1			20.7			23.2			12.7			13.3			9.9
Total revenues		$	154.9		$	99.9		$	433.3		$	323.1		$	268.3		$	232.7		$	200.6		$	143.6
Provision for credit losses		$	0.5		$	0.8		$	3.5		$	3.5		$	3.4		$	8.7		$	15.1		$	8.5
Operating expenses:
Salaries and benefits		$	14.0		$	11.1		$	48.1		$	36.5		$	33.6		$	28.5		$	25.8		$	21.1
Servicing expenses			42.8			31.8			130.9			101.7			88.3			93.6			82.1			58.2
Depreciation and amortization			1.6			0.6			2.6			2.4			2.6			2.5			2.3			1.2
Professional fees			2.2			1.9			11.4			6.8			6.4			5.5			5.4			2.6
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Other selling, general and administrative			4.3			1.8			8.8			8.1			7.7			5.7			5.2			3.6
Total operating expenses		$	65.1		$	47.2		$	209.5		$	155.5		$	138.6		$	135.8		$	120.9		$	86.7
Net operating income		$	89.3		$	51.9		$	220.3		$	164.1		$	126.3		$	88.3		$	64.6		$	48.5
Other income (expense):
Interest expense			(24.8)			(17.2)			(77.2)			(48.1)			(29.3)			(36.3)			(34.7)			(26.1)
Foreign exchange and other income (expense)			2.5			0.1			(5.5)			4.6			(0.9)			(0.3)			—			—
Total other income (expense)		$	(22.3)		$	(17.1)		$	(82.7)		$	(43.5)		$	(30.2)		$	(36.6)		$	(34.7)		$	(26.1)
Income before income taxes		$	67.0		$	34.8		$	137.6		$	120.6		$	96.1		$	51.7		$	29.9		$	22.4
Provision for income taxes			(2.8)			(1.9)			(8.7)			(9.1)			(8.3)			(5.5)			(3.3)			—
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Net income attributable to Jefferson Capital Holdings, LLC		$	64.2		$	32.9		$	128.9		$	111.5		$	87.6		$	46.2		$	26.6		$	22.4
Per Unit/Share Data(1):
Pro forma net income per share attributable to common stockholders (2)
Basic		$
Diluted		$
Pro forma weighted-average common shares outstanding (2)
Basic
Diluted
Pro forma adjusted net income per share attributable to common stockholders (2)(3)
Basic		$
Diluted		$

(1)

The historical earnings per unit are not meaningful or comparable because, prior to the Reorganization, Jefferson Capital Holdings, LLC was a single member limited liability company. Accordingly, earnings per unit are not presented.

(2)

Pro forma net income per share attributable to common stockholders, pro forma weighted average common shares outstanding, and pro forma adjusted net income per share attributable to common stockholders each give effect to (i) the Reorganization and (ii) the sale by us of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, in each case as if such event had occurred on January 1, 2024. See “Unaudited Pro Forma Consolidated Financial Information” for more information.

TABLE OF CONTENTS

(3)

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities		$	51.7		$	35.4		$	168.2		$	120.2		$	96.2		$	55.8		$	47.9		$	26.5
Net cash provided by (used in) investing activities			(56.2)			(65.5)			(542.4)			(403.4)			(139.3)			75.4			15.2			(69.1)
Net cash provided by financing activities			(0.5)			25.2			388.8			289.9			28.6			(149.0)			(20.1)			41.8
Exchange rate effects on cash balances held in foreign currencies			(2.8)			(1.7)			3.0			(1.2)			(0.7)			(0.5)			0.8			—

	As Of MARCH 31,			As of December 31,
	2025			2024			2023			2022			2021			2020			2019
	(in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents and restricted cash		$	30.4		$	38.2		$	20.6		$	15.2		$	30.2		$	48.5		$	4.6
Investments in receivables, net			1,561.6			1,497.7			984.5			580.0			459.6			544.6			472.3
Total assets			1,715.7			1,654.3			1,115.4			691.7			593.3			692.8			545.6
Notes payable, net			1,212.0			1,194.7			770.9			445.6			367.8			473.6			401.3
Total liabilities			1,281.0			1,271.8			811.8			476.9			393.6			502.4			412.7
Total equity			434.6			382.5			303.6			214.8			199.7			190.4			132.9
Noncontrolling interest			—			—			—			0.4			0.3			—			—

Key Business Metrics and Non-GAAP Financial Measures

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions, except for ratio data)
ERC(1)		$	2,837.9		$	2,005.3		$	2,744.5		$	1,924.1		$	1,199.6		$	1,045.9		$	1,102.0		$	880.1
Deployments(2)		$	175.2		$	101.4		$	723.3		$	530.9		$	269.5		$	156.5		$	148.6		$	164.1
Collections(3)		$	260.9		$	127.2		$	584.6		$	431.0		$	382.4		$	449.3		$	381.5		$	226.7
Net debt(4)		$	1,197.3		$	801.0		$	1,172.6		$	766.9		$	441.4		$	361.5		$	442.0		$	400.9
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Adjusted net income(5)		$	62.9		$	34.2		$	153.6		$	108.6		$	89.3		$	47.6		$	28.8		$	23.7
Adjusted EBITDA(6)		$	92.0		$	53.9		$	242.1		$	168.2		$	129.5		$	91.9		$	69.1		$	50.9

Note: Effective January 1, 2022, Jefferson Capital Holdings, LLC prospectively adopted the following accounting standards: (i) ASU 2016-02, “Leases (Topic 842) Section A — Leases: Amendments to the FASB Account Standards Codification,” and (ii) ASC 326 — Financial Instruments — Credit Losses (“ASC 326”), commonly referred to as the Current Expected Credit Loss (“CECL”) standard. Due to the difference in standards, the financial data for the years ended December 31, 2024, 2023 and 2022 may not necessarily be comparable to the financial data for the years ended December 31, 2021, 2020 and 2019.

TABLE OF CONTENTS

(1)

ERC refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Estimated Remaining Collections.”

(2)

Deployments refers to all portfolios purchased in the ordinary course and excludes those added as a result of an acquisition of a company. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Deployments.”

(3)


		NINE MONTHS
		ENDED SEPTEMBER 30,						YEAR ENDED DECEMBER 31,
		2025			2024			2024			2023			2022

		(IN MILLIONS, EXCEPT FOR RATIO DATA)
ERC⁽¹⁾		$	2,929.6		$	2,306.8		$	2,744.5		$	1,924.1		$	1,199.6
Deployments⁽²⁾			451.5			365.2			723.3			530.9			269.5
Collections⁽³⁾			753.4			410.2			584.6			431.0			382.4
Net debt⁽⁴⁾			1,157.7			943.8			1,172.6			766.9			441.4
Net income			150.2			101.9			128.9			111.5			87.8
Adjusted net income⁽⁵⁾			180.8			116.1			162.3			117.6			97.6

Collections refers to collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Collections.”

Note: Effective January 1, 2022, Jefferson Capital Holdings, LLC prospectively adopted the following accounting standards: (4i) ASU 2016-02, “Leases (Topic 842) Section A — Leases: Amendments to the FASB Account Standards Codification,” and (ii) ASC 326 — Financial Instruments — Credit Losses (“ASC 326”), commonly referred to as the Current Expected Credit Loss (“CECL”) standard.

~~Net~~(1) ~~debt~~ERC isrefers ~~calculated as total borrowings, adjusted~~ to ~~remove~~ the ~~contra-liability~~undiscounted ~~for~~sum unamortized debt issuance costs and subtract unrestricted cash. We present net debt because we consider it an important supplemental measure used for assessing our leverage. Our management believes net debt helps us provide enhanced period-to-period comparability of ~~leverage~~all ~~and~~future isprojected ~~useful~~collections toon ~~investors as other companies in~~ our ~~industry~~owned ~~report~~finance ~~similar~~receivables ~~financial measures~~portfolios. Net debt should not be considered as an alternative to total borrowings determined in accordance with GAAP. Our calculation of net debt may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of net debt, a non-GAAP financial measure, to total borrowings, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — ~~Liquidity~~ Key Business Metrics and ~~Capital~~Non-GAAP ~~Resources~~Financial Measures — Key Business Metrics — Estimated Remaining Collections.”

(2)

Table of Contents

(3)

(4)

Net debt is calculated as total borrowings, adjusted to remove the contra-liability for unamortized debt issuance costs and subtract unrestricted cash. We present net debt because we consider it an important supplemental measure used for assessing our leverage. Our management believes net debt helps us provide enhanced period-to-period comparability of leverage and is useful to investors as other companies in our industry report similar financial measures. Net debt should not be considered as an alternative to total borrowings determined in accordance with GAAP. Our calculation of net debt may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of net debt, a non-GAAP financial measure, to total borrowings, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	($ in millions)
Total borrowings		$	1,212.0		$	795.9		$	1,194.7		$	770.9		$	445.6		$	367.8		$	473.6		$	401.3
Unamortized debt issuance costs			12.3			15.9			13.4			10.4			7.4			11.0			3.5			2.2
Unrestricted cash			(27.0)			(10.8)			(35.5)			(14.4)			(11.6)			(17.3)			(35.1)			(2.6)
Net debt		$	1,197.3		$	801.0		$	1,172.6		$	766.9		$	441.4		$	361.5		$	442.0		$	400.9

(5)


		NINE MONTHS
		ENDED SEPTEMBER 30,						YEAR ENDED DECEMBER 31,
		2025			2024			2024			2023			2022

		($ IN MILLIONS)
Total borrowings		$	1,182.6		$	948.0		$	1,194.7		$	770.9		$	445.6
Unamortized debt issuance costs			17.4			14.1			13.4			10.4			7.4
Unrestricted cash			(42.3)			(18.3)			(35.5)			(14.4)			(11.6)
Net debt		$	1,157.7		$	943.8		$	1,172.6		$	766.9		$	441.4

Adjusted net income is calculated as net income, adjusted to exclude (i) net income attributable to noncontrolling interest; (ii) foreign exchange and other income (expense); (iii) stock-based compensation; (iv) Conn’s one-time items; (v) Canaccede exit consideration; and (vi) merger and acquisition and other one-time expenses. We present adjusted net income because we consider it an important supplemental measure of our operations and financial performance. Our management believes adjusted net income helps us provide enhanced period-to-period comparability of operations and financial performance and is useful to investors as other companies in our industry report similar financial measures. Adjusted net income should not be considered as an alternative to net income determined in accordance with GAAP. Our calculation of adjusted net income may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of adjusted net income, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted Net Income.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Foreign exchange and other income (expense)			(2.5)			(0.1)			5.5			(4.6)			0.9			0.3			—			—
Stock-based compensation			0.4			1.2			4.5			1.0			0.7			0.7			0.5			0.6
Conn’s one-time items(a)			0.3			—			4.3			—			—			—			—			—
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Merger and acquisition and other one-time expenses(b)			0.3			0.2			2.7			0.7			0.1			0.4			1.7			0.6
Adjusted net income		$	62.9		$	34.2		$	153.6		$	108.6		$	89.3		$	47.6		$	28.8		$	23.7

(5)

Adjusted net income is calculated as net income, adjusted to exclude (i) net income attributable to noncontrolling interest; (ii) foreign exchange and other income (expense); (iii) provision for income tax; (iv) stock-based compensation; (v) Conn’s one-time items; (vi) Canaccede exit consideration; and (vii) merger and acquisition and other one-time expenses. We present adjusted net income because we consider it an important supplemental measure of our operations and financial performance. Our management believes adjusted net income helps us provide enhanced period-to-period comparability of operations and financial performance and is useful to investors as other companies in our industry report similar financial measures. Adjusted net income should not be considered as an alternative to net income determined in accordance with GAAP. Our calculation of adjusted net income may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of adjusted net income, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted Net Income.”

(a)

Components include: (i) cure amounts associated with assumed contracts related to the Conn’s Portfolio Purchase, where we paid past-due amounts owed to the vendor upon assuming such contracts; and (ii) legal fees for highly specialized expertise related to the Conn’s bankruptcy process. In a typical portfolio purchase, we do not assume any contracts and do not incur either of these types of expenses.

(b)


		NINE MONTHS
		ENDED SEPTEMBER 30,						YEAR ENDED DECEMBER 31,
		2025			2024			2024			2023			2022

		(IN MILLIONS)
Net income		$	150.2		$	101.9		$	128.9		$	111.5		$	87.8
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)
Foreign exchange and other income (expense)			(5.6)			3.2			5.5			(4.6)			0.9
Provision for income tax			24.1			6.2			8.7			9.0			8.3
Stock-based compensation			0.8			4.1			4.5			1.0			0.7
Conn’s one-time items^(a)			—			—			4.3			—			—
Canaccede exit consideration			1.1			—			7.7			—			—
Merger and acquisition and other one-time expenses^(b)			10.1			0.7			2.7			0.7			0.1
Adjusted net income		$	180.8		$	116.1		$	162.3		$	117.6		$	97.6

Includes acquisition fees and expenses and one-time corporate legal expenses.

(6a) Components include: (i) cure amounts associated with assumed contracts related to the Conn’s Portfolio Purchase, where we paid past-due amounts owed to the vendor upon assuming such contracts; and (ii) legal fees for highly specialized expertise related to the Conn’s bankruptcy process. In a typical portfolio purchase, we do not assume any contracts and do not incur either of these types of expenses.

~~Adjusted EBITDA is calculated as net income, adjusted to exclude~~ (ib) ~~net~~ ~~income~~Includes ~~attributable~~acquisition tofees ~~noncontrolling interest; (ii) interest expense; (iii) foreign exchange~~ and ~~other~~expenses ~~income (expense); (iv) provision for income taxes; (v) depreciation~~ and ~~amortization; (vi) stock-based compensation; (vii) Conn’s~~ one-time ~~items;~~corporate ~~(viii)~~legal ~~Canaccede exit consideration; and (ix) merger and acquisition and other one-time~~ expenses. Adjusted EBITDA is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP. We present adjusted EBITDA because we consider it an important supplemental measure of our operations and financial performance. Our management believes adjusted EBITDA helps us provide enhanced period-to-period comparability of operations and financial performance and is useful to investors as other companies in our industry report similar financial measures. Adjusted EBITDA should not be considered as an alternative to net income determined

33 28

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

in accordance with GAAP. Our calculation of adjusted EBITDA may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of adjusted EBITDA, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted EBITDA.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Interest expense			24.8			17.2			77.2			48.1			29.3			36.3			34.7			26.1
Foreign exchange and other income (expense)			(2.5)			(0.1)			5.5			(4.6)			0.9			0.3			—			—
Provision for income taxes			2.7			1.9			8.7			9.1			8.3			5.5			3.3			—
Depreciation and amortization			1.6			0.6			2.6			2.4			2.6			2.5			2.3			1.2
Stock-based compensation			0.4			1.2			4.5			1.0			0.7			0.7			0.5			0.6
Conn’s one-time items(a)			0.3			—			4.3			—			—			—			—			—
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Merger and acquisition and other one-time expenses(b)			0.3			0.2			2.7			0.7			0.1			0.4			1.7			0.6
Adjusted EBITDA		$	92.0		$	53.9		$	242.1		$	168.2		$	129.5		$	91.9		$	69.1		$	50.9

(a)

(b)

Includes acquisition fees and expenses and one-time corporate legal expenses.

TABLE OF CONTENTS

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes and the other information contained in this prospectus before you decide whether to buy our common stock. If any of the events contemplated by the following discussion of risks should occur, our business, financial condition and results of operations could be materially and adversely affected. As a result, the market price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. See “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.

Risks Related to our Business

A deterioration in the economic or inflationary environment in the countries in which we operate could have an adverse effect on our business and results of operations.

Our performance may be adversely affected by economic, political or inflationary conditions in any market in which we operate. These conditions could include regulatory developments, changes in global or domestic economic policy, legislative changes, and sovereign debt crises. Deterioration in economic conditions, or a significant rise in inflation or high ~~level~~levels of sustained inflation could negatively affect the ability of consumers to pay their debts and could reduce the real value of our purchased receivables. This may in turn adversely impact our business and financial results.

If global credit market conditions and the stability of global banks deteriorate, the amount of consumer or commercial lending and financing could be reduced, thus reducing the volume of nonperforming loans available for purchase, which could adversely affect our business, financial results and ability to succeed in the markets in which we operate. Uncertainty about future economic conditions, including the possibility of a recession, a disease outbreak and impacts from wars, such as in Ukraine and in the Middle East makes it difficult for us to forecast operating results and to make decisions about future investments.

Other economic factors that could influence our performance include the financial stability of the lenders on our Revolving Credit Facility (as defined herein) and our access to capital and credit. For example, deterioration in the financial markets could contribute to the insolvency of lending institutions, notably those providing our Revolving Credit Facility, or the tightening of credit markets, which could make it difficult or impossible for us to obtain credit on favorable terms or at all. These and other economic factors could have an adverse effect on our financial condition and results of operations.

We may not be able to continually replace our nonperforming loans with additional portfolios sufficient to operate efficiently and profitably, and/or we may not be able to purchase nonperforming loans at appropriate prices.

To operate profitably, we must purchase and service a sufficient amount of nonperforming loans to generate revenue that exceeds our expenses. Salaries and other compensation expense constitute a significant portion of our operating expenses and, if we do not replace the nonperforming loan portfolios we service with additional portfolios, we may have to reduce the number of our collection and other administrative personnel. We may then have to rehire staff if we subsequently obtain additional portfolios. These practices could lead to negative consequences, including the following:

▪ low employee morale;

~~low~~▪ ~~employee~~fewer ~~morale;~~experienced employees;

▪ higher training costs;

▪ disruptions in our operations;

~~fewer~~▪ ~~experienced~~loss ~~employees~~of efficiency; and

▪ excess costs associated with unused space in our facilities.

▪

higher training costs;

▪

disruptions in our operations;

▪

loss of efficiency; and

▪

excess costs associated with unused space in our facilities.

The availability of nonperforming loan portfolios at prices that generate an appropriate return on our investment depends on a number of factors, including the following:

▪ consumer debt levels;

~~consumer~~▪ ~~debt~~sales ~~levels~~of nonperforming loan portfolios by credit originators; and

▪ competitive factors affecting potential purchasers and credit originators of receivables.

35 Furthermore, heightened regulation of the credit card and consumer lending industry or changing credit origination strategies may result in decreased availability of credit to consumers, potentially leading to a future reduction in nonperforming loans available for purchase from credit originators. We cannot predict how our ability to identify and purchase nonperforming loans and the quality of those nonperforming loans would be affected if there were a shift in lending practices, whether caused by

~~TABLE OF CONTENTS~~ 29

▪ Table of Contents

~~sales~~changes ofin ~~nonperforming~~the ~~loan~~regulations ~~portfolios~~or byaccounting practices applicable to credit originators; ~~and~~or purchasers, a sustained economic downturn or otherwise.

Moreover, there can be no assurance that credit originators will continue to sell their nonperforming loans consistent with historical levels or at all, or that we will be able to bid competitively for those portfolios. For the period beginning January 1, 2022 and ending September 30, 2025, excluding the Conn’s Portfolio Purchase, our top five counterparties accounted for 34.2% of purchases with the top counterparty accounting for 9.2% of total purchase volume for that period. As a substantial percentage of our purchases are concentrated with a few large sellers, a significant decrease in the volume of nonperforming loan purchases from any of these large sellers could force us to seek to source nonperforming loan portfolios from other existing or new clients, which could cost time and additional resources and adversely impact our business. In addition, because of the length of time involved in collecting on acquired portfolios and the variability in the timing of our collections, we may not be able to identify trends and make changes in our purchasing strategies in a timely manner. If we are unable to maintain our business or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to nonperforming loan portfolios at appropriate prices and, therefore, reduced profitability.

▪

competitive factors affecting potential purchasers and credit originators of receivables.

Furthermore, heightened regulation of the credit card and consumer lending industry or changing credit origination strategies may result in decreased availability of credit to consumers, potentially leading to a future reduction in nonperforming loans available for purchase from credit originators. We cannot predict how our ability to identify and purchase nonperforming loans and the quality of those nonperforming loans would be affected if there were a shift in lending practices, whether caused by changes in the regulations or accounting practices applicable to credit originators or purchasers, a sustained economic downturn or otherwise.

Moreover, there can be no assurance that credit originators will continue to sell their nonperforming loans consistent with historical levels or at all, or that we will be able to bid competitively for those portfolios. For the period beginning January 1, 2022 and ending March 31, 2025, excluding the Conn’s Portfolio Purchase, our top five counterparties accounted for 33.8% of purchases with the top counterparty accounting for 8.8% of total purchase volume for that period. As a substantial percentage of our purchases are concentrated with a few large sellers, a significant decrease in the volume of nonperforming loan purchases from any of these large sellers could force us to seek to source nonperforming loan portfolios from other existing or new clients, which could cost time and additional resources and adversely impact our business. In addition, because of the length of time involved in collecting on acquired portfolios and the variability in the timing of our collections, we may not be able to identify trends and make changes in our purchasing strategies in a timely manner. If we are unable to maintain our business or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to nonperforming loan portfolios at appropriate prices and, therefore, reduced profitability.

We may not be able to collect sufficient amounts on our nonperforming loans to fund our operations.

Our principal business consists of purchasing and collecting nonperforming loans that consumers or others have failed to pay. The credit originators have typically made numerous attempts to recover on their receivables, often using a combination of in-house recovery efforts and third-party collection agencies. These nonperforming loans are difficult to collect, and we may not collect a sufficient amount to cover our investment and the costs of running our business. Furthermore, if the statistical and behavioral models we use to prepare financial projections and make business decisions are inaccurate, we may acquire nonperforming loan portfolios that ultimately prove to be unprofitable. Moreover, if we experience operational issues in making collections on our nonperforming loan portfolios, we may incur losses on portfolios that would have otherwise been profitable.

Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.

Various economic trends and potential changes to existing legislation may contribute to an increase in the amount of personal bankruptcy and insolvency filings. Under certain of these filings, a debtor’s assets may be sold to repay creditors, but because most of the receivables we collect through our collection operations are unsecured, we typically would not be able to collect on those receivables. Although our insolvency collections business could benefit from an increase in personal bankruptcies and insolvencies, we cannot ensure that our collections operations business would not decline with an increase in personal insolvencies or bankruptcy filings or changes in related regulations or practices. If our actual collection experience with respect to a nonperforming or insolvent bankrupt receivables portfolio is significantly lower than the total amount we projected when we acquired the portfolio, our financial condition and results of operations could be adversely impacted.

Obligors of the nonperforming loans that we have purchased and attempt to collect on may have sought, or in the future may seek, protection under federal or state bankruptcy or debtor relief laws. If an obligor seeks protection under federal or state bankruptcy or debtor relief laws, or has become the subject of an involuntary bankruptcy petition, a stay will go into effect that will automatically put any pending collection actions on the related receivable on hold and prevent further collection action absent bankruptcy court approval, and a court could reduce, restructure or discharge completely such obligor’s obligations to make payments due under its contract. Federal bankruptcy and state debtor relief and collection laws may also affect the ability to collect outstanding balances owed by debtors. As a result, all or a portion of the related receivable would be written off as uncollectible and our financial condition and results of operations could be adversely impacted.

TABLE OF CONTENTS

We outsource and offshore certain activities related to our business to third parties. Any disruption or failure of these third parties to provide these services could adversely affect our business operations, financial condition and reputation.

We use third parties to conduct collection and other activities through outsourcing and offshoring. These third parties include law firms, collection agencies, data providers, tracing service providers, business process outsourcing and information technology firms. One or more of these third parties could fail to meet its obligations and service level expectations, become insolvent or cease operations, which could adversely impact our business operations and financial condition. Furthermore, we may not be able to find alternative third parties in a timely manner on terms that are acceptable to us or because of contractual restrictions that limit our flexibility in responding to disruptions at these vendors, resulting in operational inefficiencies. If any of these third-party service providers violate laws, regulatory requirements, contractual obligations, or act inappropriately in the conduct of their business, our operations and reputation could be negatively impacted and result in regulatory fines and penalties. Any of these factors could cause our business, financial condition, results of operations and reputation to be adversely affected.

Disruptions at our co-sourced operation in Mumbai could adversely impact our business.

Our co-sourced operation in Mumbai, India provides critical support within our voluntary collection channel. If our operations at our co-sourced operation are disrupted, whether due to malevolent acts, computer viruses, strikes, wars, terrorism, other geopolitical unrest, climate change, natural disasters, power or telecommunications failures, or other external events beyond our control, it could result in interruptions in service to our customers, damage to our reputation, harm to our customer relationships, and reduced revenues and profitability. Our operation in Mumbai may be more exposed to certain geopolitical and other risks than the voluntary collection channel that we operate and maintain in other markets. Should our Mumbai operation be disrupted, there is no guarantee that we could transition our servicing back to our domestic operations or to external resources without the disruption significantly impacting our business.

Table of Contents

geopolitical unrest, climate change, natural disasters, power or telecommunications failures, or other external events beyond our control, it could result in interruptions in service to our customers, damage to our reputation, harm to our customer relationships, and reduced revenues and profitability. Our operation in Mumbai may be more exposed to certain geopolitical and other risks than the voluntary collection channel that we operate and maintain in other markets. Should our Mumbai operation be disrupted, there is no guarantee that we could transition our servicing back to our domestic operations or to external resources without the disruption significantly impacting our business.

Goodwill impairment charges could negatively impact our net income and stockholders’ equity.

We have recorded goodwill as a result of our acquisitions. Goodwill is not amortized, but rather, is tested for impairment at the reporting unit level. Goodwill is required to be tested for impairment annually and between annual tests if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount, which could lead to the recognition of a goodwill impairment charge. These risks include:

▪ adverse changes in macroeconomic conditions, the business climate, or the market for the entity’s products or services;

~~adverse~~▪ ~~changes~~significant invariances ~~macroeconomic~~between ~~conditions,~~actual ~~the~~and ~~business~~expected ~~climate,~~financial ~~or the market for the entity’s products or services~~results;

▪ negative or declining cash flows;

▪ lowered expectations of future results;

~~significant~~▪ ~~variances~~failure ~~between~~to ~~actual~~realize ~~and~~anticipated ~~expected~~synergies ~~financial~~from ~~results~~acquisitions;

▪ significant expense increases;

▪ a more likely-than-not expectation of selling or disposing all, or a portion of, a reporting unit;

~~negative~~▪ orthe ~~declining~~loss ~~cash~~of ~~flows;~~key personnel;

▪ an adverse action or assessment by a regulator; and

▪ significant increase in discount rates.

lowered expectations of future results;

▪

failure to realize anticipated synergies from acquisitions;

▪

significant expense increases;

▪

a more likely-than-not expectation of selling or disposing all, or a portion of, a reporting unit;

▪

the loss of key personnel;

▪

an adverse action or assessment by a regulator; and

▪

significant increase in discount rates.

Our goodwill impairment testing involves the use of estimates and the exercise of judgment, including judgments regarding expected future business performance and market conditions. Significant changes in our assessment of such factors, including the deterioration of market conditions, could affect our assessment of the fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period.

Our loss contingency accruals may not be adequate to cover actual losses.

We are involved in judicial, regulatory and arbitration proceedings or investigations concerning matters arising from our business activities. We establish accruals for potential liability arising from legal proceedings when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. However, there can be no assurance as to the ultimate outcome. We may still incur legal costs for a matter even if we have not accrued a liability. In addition, actual losses may be higher than the amount accrued for a certain matter, or in the aggregate. An unfavorable resolution of a legal proceeding or claim could adversely impact our business, financial condition, results of operations, or liquidity.

TABLE OF CONTENTS

it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. However, there can be no assurance as to the ultimate outcome. We may still incur legal costs for a matter even if we have not accrued a liability. In addition, actual losses may be higher than the amount accrued for a certain matter, or in the aggregate. An unfavorable resolution of a legal proceeding or claim could adversely impact our business, financial condition, results of operations, or liquidity.

Solicitors of Moriarty, our wholly-owned law firm subsidiary in the United Kingdom, could act outside our interests and/or regulatory bodies to which such law firm subsidiary and its solicitors are subject could take enforcement action or impose sanctions that could impact our business, financial condition and results of operations.

Moriarty, our wholly-owned law firm subsidiary in the United Kingdom that specializes in debt collections, is regulated by the SRA (as defined herein), which is responsible for regulating the professional conduct of solicitors and other authorized individuals at law firms in England and Wales. Pursuant to the Code of Conduct of the SRA, which contains the ethical principles that guide solicitors in their work and which apply to all of our solicitors and govern the responsibilities owed to clients by licensed solicitors, the solicitors of Moriarty must place the interests of their clients as their first priority, including the interests of the external clients they continue to serve. It is possible that these duties may lead to decisions that are not in our financial interest and which limit short-term financial gain, which may adversely affect our results of operations. In addition, under these ethical requirements of the legal profession, for Moriarty’s external cases, we will have no right to, and will not make decisions with respect to, the conduct or direction of any particular legal claim or any settlement or resolution thereof. The right to make such decisions remains solely with the client and his or her Moriarty solicitor.

It is possible that external clients might sue for malpractice or make claims against Moriarty. Because Moriarty is governed by the rules of the SRA, the SRA retains the ultimate discretion to impose economic sanctions in England and Wales.

Table of Contents

Our ability to realize the anticipated benefits of the Conn’s Portfolio Purchase depends on our ability to collect the unsecuritized loans and credit card receivables we acquired. The portfolios acquired could underperform relative to our expectations or not perform in accordance with our anticipated timetable, either of which could result in an impairment charge. We may also find that the operating expenses we incur to make our expected collections of the Conn’s Portfolios exceed our forecast. We could experience higher expenses than we anticipate from the 197 FTE we hired from Conn’s, should we encounter difficulties integrating these FTEs into our workforce, as well as from the vendor contracts we entered into or from the new operating site in San Antonio, Texas. Any one of these factors could adversely impact our financial results. There are 100 FTE remaining as of September 30, 2025.

Risks Related to Our International Operations

Our international operations expose us to risks, which could harm our business, financial condition and results of operations.

A portion of our operations is conducted outside the United States. This could expose us to adverse economic, industry and political conditions that may have a negative impact on our ability to manage our existing operations or pursue alternative strategic transactions, which could have a negative effect on our business, financial condition and results of operations.

The global nature of our operations expands the risks and uncertainties described elsewhere in this section, including the following:

▪ changes in local political, economic, social and labor conditions in the markets in which we operate;

~~changes~~▪ inforeign ~~local~~exchange ~~political,~~controls ~~economic,~~on ~~social~~currency conversion and ~~labor~~the ~~conditions~~transfer of funds that might prevent us from repatriating cash earned in countries outside the ~~markets~~United States in ~~which~~a wetax-efficient ~~operate~~manner;

▪ currency exchange rate fluctuations, currency restructurings, inflation or deflation and our ability to manage these fluctuations through a foreign exchange risk management program;

▪ different employee/employer relationships, laws and regulations, union recognition and the existence of employment tribunals and works councils;

~~foreign~~▪ ~~exchange~~laws ~~controls on currency conversion~~ and ~~the~~regulations ~~transfer~~imposed ofby ~~funds~~international ~~that~~governments, ~~might~~including ~~prevent~~those usgoverning ~~from~~data ~~repatriating~~security, ~~cash~~sharing ~~earned~~and intransfer ~~countries~~and ~~outside~~debt ~~the~~collection ~~United States in a tax-efficient manner~~activities;

▪ potentially adverse tax consequences resulting from changes in tax laws in the jurisdictions in which we operate or challenges to our interpretations and application of complex international tax laws;

▪ logistical, communications and other challenges caused by distance and cultural and language differences, each making it harder to do business in certain jurisdictions;

~~currency~~▪ ~~exchange~~volatility ~~rate~~of ~~fluctuations,~~global ~~currency~~credit ~~restructurings,~~markets ~~inflation or deflation~~ and ~~our~~the ~~ability~~availability toof ~~manage~~consumer ~~these~~credit ~~fluctuations~~and ~~through~~financing ain ~~foreign~~our ~~exchange~~international ~~risk management program~~markets;

▪ uncertainty as to the enforceability of contract rights under local laws;

▪ the potential of forced nationalization of certain industries, or the impact on creditors’ rights, consumer disposable income levels, flexibility and availability of consumer credit and the ability to enforce and collect aged or charged-off debts stemming from international governmental actions, whether through austerity or stimulus measures or initiatives, intended to control or influence macroeconomic factors such as wages, unemployment, national output or consumption, inflation, investment, credit, finance, taxation or other economic drivers;

~~different~~▪ ~~employee/employer~~the ~~relationships,~~presence ~~laws~~of ~~and~~varying ~~regulations,~~levels ~~union~~of ~~recognition~~business corruption in international markets and the ~~existence~~effect of ~~employment~~various ~~tribunals~~anti-corruption and ~~works~~other ~~councils;~~laws on our international operations;

▪ the impact on our day-to-day operations and our ability to staff our international operations given long-term trends towards higher wages in developed and emerging international markets as well as the potential impact of union organizing efforts;

38 ▪ the potential for a widening military conflict in Europe and in the Middle East;

~~TABLE~~▪ OFpotential ~~CONTENTS~~ damage to our reputation due to non-compliance with international and local laws; and

▪ the complexity and necessity of using non-U.S. representatives, consultants and other third-party vendors.

laws and regulations imposed by international governments, including those governing data security, sharing and transfer and debt collection activities;

▪

potentially adverse tax consequences resulting from changes in tax laws in the jurisdictions in which we operate or challenges to our interpretations and application of complex international tax laws;

▪

logistical, communications and other challenges caused by distance and cultural and language differences, each making it harder to do business in certain jurisdictions;

▪

volatility of global credit markets and the availability of consumer credit and financing in our international markets;

▪

uncertainty as to the enforceability of contract rights under local laws;

▪

the potential of forced nationalization of certain industries, or the impact on creditors’ rights, consumer disposable income levels, flexibility and availability of consumer credit and the ability to enforce and collect aged or charged-off debts stemming from international governmental actions, whether through austerity or stimulus measures or initiatives, intended to control or influence macroeconomic factors such as wages, unemployment, national output or consumption, inflation, investment, credit, finance, taxation or other economic drivers;

▪

the presence of varying levels of business corruption in international markets and the effect of various anti-corruption and other laws on our international operations;

▪

the impact on our day-to-day operations and our ability to staff our international operations given long-term trends towards higher wages in developed and emerging international markets as well as the potential impact of union organizing efforts;

▪

the potential for a widening military conflict in Europe and in the Middle East;

▪

potential damage to our reputation due to non-compliance with international and local laws; and

▪

the complexity and necessity of using non-U.S. representatives, consultants and other third-party vendors.

Any one of these factors could adversely affect our business, financial condition and results of operations.

Table of Contents

We continually evaluate opportunities to expand the asset classes we acquire. We may sometimes evaluate and may acquire portfolios consisting of assets with which we have little or no collection experience or portfolios of receivables in new geographies where we do not historically maintain an operational footprint. While we typically look to mitigate risks from this approach, including by partnering with an operator with the requisite experience and the right alignment, or by limiting purchases made without strong historical experience to a relatively small proportion of our annual deployments, our lack of experience in new asset classes or geographies may negatively impact our ability to generate our expected level of profits from these portfolios. Further, our existing methods of collections may prove less effective than we expect for these new receivables, which may have an adverse effect on our business, financial condition and results of operations.

Compliance with complex and evolving international and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions.

We operate on a global basis with offices and activities in a number of jurisdictions throughout the United States, Canada, the United Kingdom and Latin America. We face increased exposure to risks inherent in conducting business internationally, including compliance with complex international and U.S. laws and regulations that apply to our international operations, which could increase our cost of doing business in international jurisdictions. These laws and regulations include those related to taxation and anti-corruption laws such as the FCPA and the U.K. Bribery Act, and economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant sanctions authorities. Given the complexity of these laws, there is a risk that we may inadvertently breach certain provisions of these laws, such as through the negligent behavior of an employee or our failure to comply with certain formal documentation requirements. Violations of these laws and regulations by us, any of our employees or our third-party vendors, either inadvertently or intentionally, could result in fines and penalties, criminal sanctions, restrictions on our operations and ability to offer our products and services in one or more countries. Violations of these laws could also adversely affect our business, brand, international expansion efforts, ability to attract and retain employees and results of operations.

39 We are subject to tax in the United States and in certain foreign jurisdictions in which we operate. The United States and many countries in Europe, as well as a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in countries where we do business, or require us to change the manner in which we operate our business. For example, in August 2022, the Inflation Reduction Act (the “IRA”) was signed into law. The IRA, among other things, includes a new 15% corporate minimum tax as well as a 1% excise tax on corporate stock repurchases, subject to certain exceptions. In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA introduced significant changes to numerous areas of U.S. federal income tax law, including permanency of certain provisions in the 2017 Tax Cuts and Jobs Act, and changes to R&D expensing, bonus depreciation, and international tax provisions. Other developments include certain proposals by the Organization for Economic Co-operation and Development arising from its Base Erosion and Profit Shifting project and the implementation of the global minimum tax under the Pillar Two model rules. The application and interpretation of these laws in different jurisdictions affect our operations in complex ways and are subject to change, and some changes may be retroactively applied. Additional guidance with respect to any of these rules or other changes in tax law could materially affect our financial position, tax obligations, and effective tax rate.

TABLE OF CONTENTS

or our failure to comply with certain formal documentation requirements. Violations of these laws and regulations by us, any of our employees or our third-party vendors, either inadvertently or intentionally, could result in fines and penalties, criminal sanctions, restrictions on our operations and ability to offer our products and services in one or more countries. Violations of these laws could also adversely affect our business, brand, international expansion efforts, ability to attract and retain employees and results of operations.

Additionally, pending international regulations, such as the EU Directive (2021/2167) on Credit Servicers and Credit Purchasers, could adversely affect our operations in Europe. The Organization for Economic Co-operation and Development (“OECD”) recently issued Pillar Two model rules with the aim of ensuring that multinational enterprises pay a 15% effective tax rate in each jurisdiction. The European Union adopted the OECD Pillar Two Directive effective January 1, 2024. Based on the applicability threshold, we do not believe Pillar Two will be applicable to us; however, we are still monitoring the enactment of Pillar Two legislation in EU countries and elsewhere (including Canada, which similarly enacted its Pillar Two legislation effective January 1, 2024) to determine the potential impact on our financial results as well as monitoring U.S. amendments to the U.S. global intangible low-tax income rules to determine any potential impact on our financial results and our U.S. and international exposure related to income taxes.

Evolving regulation, particularly in Latin America, where the regulatory environment is less restrictive with respect to the use of certain new technologies and where we test new collection capabilities before broader adoption across our business, could adversely affect our business, financial condition and results of operations.

Our operations in Latin America are subject to various laws and regulations that govern debt collection practices. Currently, these jurisdictions have regulatory environments that are less restrictive with respect to the use of certain new technologies compared to other regions where we operate. This regulatory landscape currently allows for the development and testing of innovative collection capabilities, including the use of artificial intelligence (“AI”). Although not currently introduced outside of Latin America, we can introduce in other jurisdictions these AI collection capabilities found to be effective.

There is a risk that regulatory regimes in Latin America may change in the future and impose greater restrictions on the use of new technologies, including through increased restrictions on debt collection practices and enhanced consumer protection laws. If such changes were to occur, they could require us to modify our business practices, incur additional compliance costs, or limit our ability to operate as effectively across jurisdictions.

Table of Contents

Risks Related to Government Regulation and Litigation

Our ability to collect and enforce our nonperforming and performing loans may be limited under federal, state and international laws, regulations and policies.

Our operations are subject to licensing and regulation by governmental and regulatory bodies in the many jurisdictions in which we operate. U.S. federal, state and local laws and regulations, and the laws and regulations of the international countries in which we operate, may limit our ability to collect on and enforce our rights with respect to our nonperforming and performing loans and may hinder portfolio purchases such as the Conn’s Portfolio Purchase, regardless of any act or omission on our part. Some laws and regulations applicable to credit issuers may preclude us from collecting on nonperforming and performing loans we acquire if the credit issuer previously failed to comply with applicable laws in generating or servicing those receivables. Collection laws and regulations also directly apply to our business. Such laws and regulations are extensive and subject to change. A variety of state, federal and international laws and regulations govern the collection, use, retention, transmission, sharing and security of consumer data. Consumer protection and privacy protection laws, changes in the ways that existing rules or laws are interpreted or enforced and any procedures that may be implemented as a result of regulatory consent orders may adversely affect our ability to collect on our nonperforming loans and adversely affect our business. Our failure to comply with laws or regulations applicable to us could limit our ability to collect on our receivables, which could reduce our profitability and adversely affect our business.

Failure to comply with government regulation of the collections industry could result in penalties, fines, litigation, damage to our reputation or the suspension or termination of our ability to conduct our business.

The collections industry throughout the markets in which we operate is governed by various laws and regulations, many of which require us to be a licensed debt collector. Our industry is also at times investigated by regulators and offices of state attorneys general, and subpoenas and other requests or demands for information may be issued by governmental authorities who are investigating debt collection activities. These investigations may result in enforcement actions, fines and penalties, or the assertion of private claims and lawsuits. If any such investigations result in findings that we or our vendors have failed to comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our reputation, or the suspension or termination of, or required modification to, our ability to conduct collections, which would adversely affect our business, financial condition and results of operations.

TABLE OF CONTENTS

information may be issued by governmental authorities who are investigating debt collection activities. These investigations may result in enforcement actions, fines and penalties, or the assertion of private claims and lawsuits. If any such investigations result in findings that we or our vendors have failed to comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our reputation, or the suspension or termination of, or required modification to, our ability to conduct collections, which would adversely affect our business, financial condition and results of operations.

In a number of jurisdictions, we must maintain licenses to purchase or own debt, and/or to perform debt recovery services and must satisfy related bonding requirements. Our failure to comply with existing licensing requirements, changing interpretations of existing requirements, or adoption of new licensing requirements, could restrict our ability to collect in certain jurisdictions, subject us to increased regulation, increase our costs or adversely affect our ability to purchase, own and/or collect our receivables.

Some laws, among other things, also may limit the interest rate and fees that we may impose on consumers, limit the time in which we may file legal actions to enforce consumer accounts and require specific account information for certain collection activities. In addition, local requirements and court rulings in various jurisdictions may affect our ability to collect.

Regulations and statutes applicable to our industry further provide that, in some cases, consumers cannot be held liable for, or their liability may be limited with respect to, charges to their debit or credit card accounts that resulted from unauthorized use of their credit. These laws, among others, may limit our ability to recover amounts owing with respect to the receivables, whether or not we committed any wrongful act or omission in connection with the account.

In the United States and certain other jurisdictions we are subject to laws and regulations that broadly prohibit unfair competition and unfair, deceptive and abusive acts and practices. These consumer-focused regulations impose requirements on the way we operate our business and could restrict our ability to collect in certain jurisdictions, subject us to increased regulation, increase our costs or adversely affect our ability to purchase, own and/or collect our receivables.

If we fail to comply with any applicable laws and regulations discussed above, such failure could result in penalties, litigation losses and expenses, damage to our reputation, or otherwise impact our ability to conduct collections efforts, which could adversely affect our business, financial condition and results of operations.

Investigations, reviews or enforcement actions by governmental authorities may result in changes to our business practices; negatively impact our deployment volume; make collection of receivables more difficult; or expose us to the risk of fines, penalties, restitution payments and litigation.

Our debt collection activities and business practices are subject to review from time to time by various governmental authorities and regulators, including the CFPB, which may commence investigations, reviews or enforcement actions targeted at businesses in the financial services industry. These investigations or reviews may involve individual consumer complaints or our debt collection policies and practices generally. Such investigations or reviews could lead to assertions by governmental authorities that we are not complying with applicable laws or regulations. In such circumstances, authorities may request or seek to impose a range of remedies that could involve potential compensatory or punitive damage claims, fines, restitution payments, sanctions or injunctive relief, that if agreed to or granted, could require us to make payments or incur other expenditures. The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief), recover costs, and impose monetary penalties (ranging from $5,000 per day to over $1 million per day, depending on the nature and gravity of the violation). In addition, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented thereunder, the Dodd-Frank Act empowers state attorneys general and other state regulators to bring civil actions to remedy violations under state law. Governmental authorities could also request or seek to require us to cease certain practices or institute new practices. Negative publicity relating to investigations or proceedings brought by governmental authorities could have an adverse impact on our reputation, harm our ability to conduct business with industry participants, and result in financial institutions reducing or eliminating sales of receivables portfolios to us. Moreover, changing or modifying our internal policies or procedures, responding to governmental inquiries and investigations and defending lawsuits or other proceedings could require significant efforts on the part of management and result in increased costs to

41 34

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

sanctions or injunctive relief, that if agreed to or granted, could require us to make payments or incur other expenditures. The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief), recover costs, and impose monetary penalties (ranging from $5,000 per day to over $1 million per day, depending on the nature and gravity of the violation). In addition, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented thereunder, the Dodd-Frank Act empowers state attorneys general and other state regulators to bring civil actions to remedy violations under state law. Governmental authorities could also request or seek to require us to cease certain practices or institute new practices. Negative publicity relating to investigations or proceedings brought by governmental authorities could have an adverse impact on our reputation, harm our ability to conduct business with industry participants, and result in financial institutions reducing or eliminating sales of receivables portfolios to us. Moreover, changing or modifying our internal policies or procedures, responding to governmental inquiries and investigations and defending lawsuits or other proceedings could require significant efforts on the part of management and result in increased costs to our business. In addition, such efforts could divert management’s full attention from our business operations. All of these factors could have an adverse effect on our business, financial condition and results of operations.

Changes in tax provisions or exposures to additional tax liabilities could have an adverse tax effect on our financial condition.

Our tax filings are subject to audit by domestic and international tax authorities. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which could be significant to our financial condition or results of operations. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may adversely or beneficially affect our financial results in the period(s) for which such determination is made.

Recent changes in U.S. trade policy could have an adverse effect on our business, financial condition and results of operations.

The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States. For example, in March 2025, the Trump administration implemented a 25% additional tariff on imports from Canada and Mexico, which have since been ~~paused~~adjusted, and a 10% additional tariff on imports from China, which has since been increased. To date, several governments, including those of Canada, Mexico, the European Union and China have imposed tariffs on certain goods imported from the United States. The Trump administration has since that date implemented, and it is possible it will continue to implement, additional tariffs on imports from the same or other countries and such countries will implement reciprocal tariffs on imports from the United States. Any further changes in U.S. or international trade policy could trigger additional retaliatory actions by affected countries, resulting in “trade wars” that could indirectly affect service businesses involved in debt purchasing and collections on charged-off consumer accounts. While these tariffs primarily target goods, and the accounts we purchase would not be covered, the broader economic implications may influence consumer behavior and financial stability, thereby impacting the debt purchasing and collection industries. Potential impacts include:

▪ higher prices for imported goods, contributing to inflation and reducing consumers’ disposable income, which may result in higher delinquency rates on performing loans or lower liquidation rates on non-performing loans as individuals have less disposable income to meet their debt obligations;

~~higher~~▪ ~~prices~~rising ~~for~~default ~~imported~~rates ~~goods,~~on ~~contributing~~loans ~~to inflation~~ and ~~reducing~~credit ~~consumers’ disposable income~~accounts, which ~~may~~could ~~result~~lead into ~~higher~~a ~~delinquency~~larger ~~rates~~volume onof ~~performing loans or lower liquidation rates on non~~charged-~~performing~~off ~~loans~~accounts asentering ~~individuals~~the ~~have~~market, ~~less~~potentially ~~disposable~~increasing ~~income~~deployment toopportunities ~~meet~~for ~~their~~ debt ~~obligations~~purchasers;

▪ lenders adopting more stringent credit policies, which could reduce the issuance of new credit, thereby affecting the flow of accounts that debt purchasers typically acquire, or influence lenders’ strategies regarding debt sales and collections as they prepare for potential loan defaults amid declining revenues; and

▪ increased volatility in capital markets, such as the rise of borrowing costs since April 2, 2025, which may impact the ability to secure financing for purchasing portfolios.

rising default rates on loans and credit accounts, which could lead to a larger volume of charged-off accounts entering the market, potentially increasing deployment opportunities for debt purchasers;

▪

lenders adopting more stringent credit policies, which could reduce the issuance of new credit, thereby affecting the flow of accounts that debt purchasers typically acquire, or influence lenders’ strategies regarding debt sales and collections as they prepare for potential loan defaults amid declining revenues; and

▪

increased volatility in capital markets, such as the rise of borrowing costs since April 2, 2025, which may impact the ability to secure financing for purchasing portfolios.

While the tariffs are not expected to directly impact the debt purchasing business, their potential ripple effects through the economy, such as heightened consumer financial stress, increased default rates and market volatility, could have an adverse effect on our business, financial condition and results of operations.

Table of Contents

Risks Related to Information Technology, Cybersecurity and Intellectual Property

A variety of jurisdictions in which we operate have laws and regulations concerning, privacy, cybersecurity, and the protection of personal data, including the EU GDPR, the U.K. GDPR, the U.S. GLBA, and the California Consumer Privacy Act of 2018, each as defined herein. These laws and regulations create certain privacy rights for individuals and impose prescriptive operational requirements for covered businesses relating to the processing and protection of personal data and may also impose substantial penalties for non-compliance.

TABLE OF CONTENTS

In addition, laws and regulations relating to privacy, cybersecurity and data protection are quickly evolving, and any such proposed or new legal frameworks could significantly impact our operations, financial performance and business. The application and enforcement of these evolving legal requirements is uncertain and may require us to further change or update our information practices, and could impose additional compliance costs and regulatory scrutiny. If we fail to effectively implement and maintain data governance structures across our business, or to effectively interpret and utilize such data, our operations could be exposed to additional adverse impacts, and we could be at a competitive disadvantage.

We may incur significant costs complying with legal obligations and inquiries, investigations or any other government actions related to privacy, cybersecurity, and data protection. Such legal requirements and government actions also may impede our development of new products, services, or businesses, make existing products, services, or businesses unprofitable, increase our operating costs, require substantial management resources, result in adverse publicity and subject us to remedies that harm our business or profitability, including penalties or orders that we may change or terminate current business practices. Our insurance policies may be insufficient to insure us against such risks, and future escalations in premiums and deductibles under these policies may render them uneconomical.

We are dependent on our data gathering systems and proprietary consumer profiles, and if access to such data was lost or became public, our business could be materially and adversely affected.

Our models and consumer databases provide information that is critical to our business. We rely on data provided to us by multiple credit reference agencies, our servicing partners and other sources in order to operate our systems, develop our proprietary consumer profiles and run our business generally. If these credit reference agencies were to terminate their agreements or stop providing us with data for any reason, for example, due to a change in governmental regulation, or if they were to considerably raise the price of their services, our business could be materially and adversely affected. Also, if any of the proprietary information or data that we use became public, for example, due to a change in government regulations, we could lose a significant competitive advantage and our business could be negatively impacted.

If we become unable to continue to acquire or use information and data in the manner in which it is currently acquired and used, or if we were prohibited from accessing or aggregating the data in these systems or profiles for any reason, we may lose a significant competitive advantage, in particular if our competitors continue to be able to acquire and use such data, and our business could be materially and adversely affected.

A cybersecurity incident could damage our reputation and adversely impact our business and financial results.

Our business is highly dependent on our ability to process and monitor a large number of transactions across markets and in multiple currencies. We rely on information technology systems to conduct our business, including systems developed and administered by third parties. Many of these systems contain sensitive and confidential information, including personal data, our trade secrets and proprietary business information, and information and materials owned by or pertaining to our customers, vendors and business partners. The secure maintenance of this information, and the information technology systems on which they reside, is critical to our business strategy as well as our operations and financial performance. As we expand geographically, and our reliance on information technology systems increases, maintaining the security of such systems and our data becomes more significant and challenging.

Although we take a number of steps to protect our information technology systems, the attacks that companies have experienced have increased in number, sophistication and complexity over the past few years, including threats from the malicious use of new AI tools.

Accordingly, we may suffer data security incidents or other cybersecurity incidents, which could compromise our systems and networks, creating system disruptions and exploiting vulnerabilities in our products and services. Any such breach or other incident also could result in the personal data or other confidential or proprietary information stored on our systems and networks, or our vendors’ systems and networks, being improperly accessed, acquired or modified, publicly disclosed, lost, or stolen, which could subject us to liability to our customers, vendors, business partners and others. We seek to detect and investigate such incidents and to prevent their recurrence where practicable through preventive and remedial measures, but such measures may not be successful.

43 36

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

Should a cybersecurity incident occur, we may be required to expend significant resources to notify affected parties, modify our protective measures or investigate and remediate vulnerabilities or other exposures. In addition, our remediation efforts may not be successful. Further, such cybersecurity events could cause reputational damage and subject us to fines, penalties, litigation costs and settlements and financial losses that may not be fully covered by our cybersecurity insurance. To date, disruptions to our information technology systems, due to outages, security breaches or other causes, including cybersecurity incidents have not had a material impact on our business. However, any such disruption could have significant consequences for our business, including financial loss and reputational damage.

We depend on effective information and communication systems to operate our business. We have also acquired and expect to acquire additional systems as a result of business acquisitions. Significant resources are required to maintain or enhance our existing information and telephone systems and to replace obsolete systems. Although we periodically upgrade, streamline, and integrate our systems and have invested in strategies to prevent a failure, our systems are susceptible to outages due to natural disasters, power loss, computer viruses, security breaches, hardware or software vulnerabilities, disruptions, and similar events. Failure to adequately implement or maintain effective and efficient information systems with sufficiently advanced technological capabilities, or our failure to efficiently and effectively consolidate our information systems to eliminate redundant or obsolete applications, could cause us to lose our competitive advantage, divert management’s time, result in a loss of productivity or disrupt business operations, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to adequately protect the intellectual property rights upon which we rely and, as a result, any lack of protection may diminish our competitive advantage.

We rely on proprietary software programs and valuation and collection processes and techniques, and we believe that these assets provide us with a competitive advantage. We consider our proprietary software, processes, and techniques to be trade secrets, but they are not protected by patent or registered copyright. We may not be able to protect our technology and data resources adequately, which may diminish our competitive advantage, which may, in turn, adversely affect our business, financial condition and results of operations.

We may be subject to intellectual property rights claims by third parties, which may be costly to defend and could require us to pay significant damages.

We cannot be certain that the operation of our business does not, or will not, infringe or otherwise violate the intellectual property rights of third parties. We may in the future be subject, to legal proceedings and claims alleging that we infringe or otherwise violate the intellectual property rights of third parties. We may not be aware if we are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and third parties may bring claims alleging such infringement, misappropriation or violation. Moreover, the law continues to evolve and be applied and interpreted by courts in novel ways that we may not be able to adequately anticipate, and such changes may subject us to additional claims and liabilities. In addition, certain companies and rights holders seek to enforce and monetize intellectual property rights they own, have purchased, or otherwise obtained and many potential litigants have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them. We may not be able to defend ourselves effectively against such intellectual property rights claims and could be forced to incur significant defense costs and pay significant damages, which, in turn, could adversely affect our business, financial condition and results of operations.

Our proprietary technology platforms and business solutions contain third-party open-source software components, and failure to comply with the terms of the applicable underlying open-source software licenses could compromise the proprietary nature of our platform or could require disclosure of affected proprietary software source code.

Our proprietary technology platforms and business solutions contain software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the software and open-source software may have security and other vulnerabilities and architectural instabilities due to their wide availability.

TABLE OF CONTENTS

In addition, if we combine our proprietary software with open-source software in a certain manner, we could, under certain “copyleft” open source licenses, be required to release the source code of our proprietary software under the terms of such an open source software license, which could require us to offer our source code at little or no cost or grant other rights to our intellectual property. This could enable our competitors to create similar offerings with lower development effort, resources and time and ultimately could result in a loss of our competitive advantages.

Even though we have certain procedures in place to monitor our use of open-source software, we could inadvertently breach the terms of an open source license, or such breach could be claimed, in part because open source license terms are often ambiguous and the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, leaving a risk that licenses could be construed as imposing unanticipated restrictions. As a result, we could be subject to lawsuits by parties claiming breach or failure to comply with the terms and conditions of the open source software licenses and we could face infringement or other liability. Many of these risks associated with the use of open source software, cannot be eliminated, and could, if not properly addressed, negatively affect our business.

Table of Contents

ambiguous and the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, leaving a risk that licenses could be construed as imposing unanticipated restrictions. As a result, we could be subject to lawsuits by parties claiming breach or failure to comply with the terms and conditions of the open source software licenses and we could face infringement or other liability. Many of these risks associated with the use of open source software, cannot be eliminated, and could, if not properly addressed, negatively affect our business.

We and some of our vendors use or are exploring use of machine learning, AI and automated decision-making technologies to improve operational efficiency and for other purposes in our business. AsPredictive ~~with~~prioritization ~~many~~models ~~technological~~are ~~innovations,~~used ~~there~~in ~~are~~this ~~significant~~market ~~risks~~to ~~and~~estimate ~~challenges~~the ~~involved~~expected invalue ~~developing~~of accounts, ~~maintaining~~which allows resources to be optimized and ~~deploying~~improves ~~these~~operational ~~technologies~~efficiency. In addition, ~~and~~algorithms ~~there~~are developed to analyze the historical behavior of accounts to recommend the best next action or offer in real time. These activities can beresult noin ~~assurance~~increased ~~that~~recovery rates on accounts. In the ~~usage~~United States, one of ~~such~~our ~~technologies~~vendors ~~will~~uses ~~always~~AI ~~enhance~~to ~~our~~train ~~solutions~~agents oron behow ~~beneficial~~to provide better responses to ~~our~~questions. ~~business~~In addition, we authorized the use of AI for some limited activities including ~~our~~content ~~efficiency~~generation orfor ~~profitability.~~marketing, communications and similar business activities.

Although we have adopted a governance policy for the use of AI to establish guidelines and best practices for the appropriate, responsible and secure use of generative AI, as with many technological innovations, there are significant risks and challenges involved in developing, maintaining and deploying these technologies, and there can be no assurance that the usage of such technologies will always enhance our solutions or be beneficial to our business, including our efficiency or profitability.

In particular, if the models underlying machine learning, AI and automated decision-making technologies that we develop or use are: (i) incorrectly designed or implemented; (ii) trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures (including with respect to the processing and protection of such data); (iii) used without sufficient oversight and governance to ensure their responsible and ethical use; and/or (iv) adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers and business partners, could suffer or we could incur liability resulting from harm to individuals, civil claims or the violation of laws or contracts to which we are a party.

Risks Related to Our Financial Condition and Indebtedness

We expect to use leverage in executing our business strategy, which may have adverse consequences.

We may incur a substantial amount of debt in the future. As of ~~March~~September 3130, 2025, ~~as adjusted for the 2030 Notes Offering as well as the $16 million dividend paid on May 9, 2025,~~ we had total consolidated indebtedness of $1,~~249~~182.36 million, which was comprised of $300.0 million outstanding principal amount of the 2026 Notes (as defined herein), $400.0 million outstanding principal amount of the 2029 Notes (as defined herein), $500.0 million outstanding principal amount of 2030 Notes ~~and $49~~.~~3 million~~ ~~borrowed under the Revolving Credit Facility.~~ As of ~~March~~September 3130, 2025, the amount available to be borrowed under the Revolving Credit Facility, subject to borrowing base restrictions, was $~~775~~825.70 million, all of which if borrowed would be secured. Our management team considers a number of factors when evaluating our level of indebtedness and when making decisions about incurring any new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets and the Company as a whole, to generate cash flow to cover the expected debt service.

Incurring a substantial amount of debt could have important consequences for our business, including:

▪ making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;

~~making~~▪ itincreasing ~~more difficult for us to satisfy~~ our ~~obligations~~vulnerability ~~with respect~~ to ~~our~~adverse ~~debt~~economic or toindustry ~~our trade or other creditors~~conditions;

▪ limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is constrained;

▪ requiring a substantial portion of our cash flows from operations and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;

▪ increasing the amount of interest expense because the indebtedness under our ~~vulnerability~~Revolving toCredit ~~adverse~~Facility ~~economic~~bears orinterest ~~industry~~at ~~conditions;~~floating rates, which, if interest rates increase, will result in higher interest expense;

▪ limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

▪ placing us at a competitive disadvantage compared to less leveraged competitors.

~~limiting~~We cannot assure you that our ~~ability~~business towill ~~obtain~~generate ~~additional~~sufficient ~~financing~~cash flow from operations or that future borrowings will be available to ~~fund~~us through capital ~~expenditures~~markets ~~and acquisitions~~financings, ~~particularly~~under ~~when~~credit ~~the~~facilities ~~availability~~or ofotherwise, ~~financing~~ in ~~the~~an ~~capital~~amount ~~markets~~sufficient isto ~~constrained;~~enable us to

45 Table of Contents

~~TABLE~~repay OFour ~~CONTENTS~~ indebtedness, or fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, at or before its scheduled maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements. Our ability to access additional future borrowings could be negatively impacted as a result of the impact of disease outbreaks, the possibility of a recession and the impacts from the wars in Ukraine and in the Middle East on the global debt and capital markets.

▪

requiring a substantial portion of our cash flows from operations and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;

▪

increasing the amount of interest expense because the indebtedness under our Revolving Credit Facility bears interest at floating rates, which, if interest rates increase, will result in higher interest expense;

▪

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

▪

placing us at a competitive disadvantage compared to less leveraged competitors.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings, under credit facilities or otherwise, in an amount sufficient to enable us to repay our indebtedness, or fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, at or before its scheduled maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements. Our ability to access additional future borrowings could be negatively impacted as a result of the impact of disease outbreaks, the possibility of a recession and the impacts from the wars in Ukraine and in the Middle East on the global debt and capital markets.

We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will depend on our current and future financial performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In the future, we may fail to generate sufficient cash flow from the collection of nonperforming loans to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our collections do not reach expected levels, we have to incur unforeseen expenses, we invest in acquisitions or make other investments that we believe will benefit our competitive position. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition or results of operations and may delay or prevent the expansion of our business.

The agreements governing our indebtedness include provisions that may restrict our financial and business operations.

Our Revolving Credit Facility, the indentures governing our 2026 Notes, 2029 Notes and 2030 Notes (each as defined herein, and together, the “Senior Notes”) and our other indebtedness contain financial and other restrictive covenants, including restrictions on certain types of transactions and our ability to pay dividends to our stockholders. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could materially affect our business, financial condition and results of operations.

Failure to satisfy any one of these covenants could result in negative consequences, including the following:

▪ acceleration of outstanding indebtedness;

~~acceleration~~▪ ofour ~~outstanding~~inability ~~indebtedness~~to continue to purchase nonperforming loans needed to operate our business; or

▪ our inability to secure alternative financing on favorable terms, if at all.

TABLE OF CONTENTS

▪

our inability to continue to purchase nonperforming loans needed to operate our business; or

▪

our inability to secure alternative financing on favorable terms, if at all.

In addition, the amounts borrowed under the Revolving Credit Facility are secured by substantially all of the assets of four of our operating subsidiaries, collectively accounting for a significant amount of our total assets. As a result, in the event of the occurrence of a default under our Revolving Credit Facility, the Administrative Agent (as defined herein) may enforce its security interests (for the ratable benefit of the lenders under our Revolving Credit Facility and the other secured parties) over our subsidiaries’ assets that secure the obligations under our Revolving Credit Facility, take control of the assets and businesses of those subsidiaries, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans. If that were to happen, you may lose all, or a part of, your investment in our common stock.

If we fail to satisfy the restrictive covenants contained in our Revolving Credit Facility or our Senior Notes, or if we are unable to renegotiate, expand or replace the Revolving Credit Facility when needed, our business, financial condition and results of operations could be impacted negatively.

Adverse changes in our credit ratings could have a negative impact on our business, financial condition and results of operations.

Our ability to access capital markets is important to our ability to operate our business. Increased scrutiny of our industry and the impact of regulation, as well as changes in our financial performance and unfavorable conditions in the capital markets, could result in credit agencies reexamining and downgrading our credit ratings. A downgrade in our credit ratings may restrict or ~~discontinue our ability to access capital markets at attractive rates and increase our borrowing costs, which could adversely affect our business, financial condition and results of operations.~~

Table of Contents

discontinue our ability to access capital markets at attractive rates and increase our borrowing costs, which could adversely affect our business, financial condition and results of operations.

Risks Related to This Offering and Ownership of Our Common Stock

The JCF Stockholders control us, and their interests may conflict with ours or yours in the future, including with respect to matters that involve corporate opportunities.

~~Immediately~~The ~~following~~JCF Stockholders own shares of our common stock representing a majority of our total voting power. Upon the sale of shares of our common stock in this offering and the Share Repurchase, the JCF Stockholders will together control approximately 55.4% of the voting power for our common stock (or 53.1% if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders). As such, the JCF Stockholders will continue to control the vote of all matters submitted to a vote of our stockholders, which ~~will~~enables ~~enable~~ them to control the election of the members of the board of directors and all other corporate decisions. Even when the JCF Stockholders cease to own shares of our stock representing a majority of the total voting power, for so long as the JCF Stockholders continue to own a significant percentage of our stock, the JCF Stockholders will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, for such period of time, the JCF Stockholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as the JCF Stockholders continue to own a significant percentage of our stock, the JCF Stockholders will be able to cause or prevent a change of control of us or a change in the composition of our board of directors and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock.

In addition, our amended and restated certificate of incorporation ~~will~~provides ~~provide~~ that the JCF Stockholders ~~will~~ have the right to designate four nominees for election to our board of directors ~~immediately following this offering~~, which number shall decline in the future in proportion to any declines in the JCF Stockholders’ ownership in us. See the section titled “~~Description~~Certain ofRelationships ~~Capital~~and ~~Stock~~ Related Party Transactions — ~~Anti-Takeover~~ ~~Provisions~~ Stockholders Agreement — ~~Director~~ Nomination ~~Rights”~~and ~~for~~Consent ~~more information~~Rights. ”

The JCF Stockholders and their affiliates engage in a broad spectrum of activities, including investments in the financial services industry generally. In the ordinary course of their business activities, the JCF Stockholders and their affiliates may engage in activities where their interests conflict with our interests or those of our stockholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are customers of ours. Although the “corporate opportunities doctrine” provides that directors and officers of a corporation, as part of their duty of loyalty to the corporation and its stockholders, generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those opportunities unless the corporation determines that it is not going to pursue them, our amended and restated certificate of incorporation waives the corporate opportunities doctrine. Specifically, our amended and restated certificate of incorporation provides that none of the JCF Stockholders, any of their affiliates or any director affiliated with the JCF Stockholders who is not employed by us (including any such non-employee director who serves as one of our officers in both his director and officer capacities) have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The JCF Stockholders and their affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, if the JCF Stockholders or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for us, such person has no duty to communicate or offer such transaction or business opportunity to us and they may take any such opportunity for themselves or offer it to another person or entity. The JCF Stockholders and their affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. See the sections entitled “Description of Capital Stock — Conflicts of Interest; Corporate Opportunities.”

47 An active, liquid trading market for our common stock may not be sustained, which may limit your ability to sell your shares.

~~TABLE~~An OFactive ~~CONTENTS~~ trading market for our shares may not be sustained. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock and may reduce the fair value of your shares. You may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

directors and officers of a corporation, as part of their duty of loyalty to the corporation and its stockholders, generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those opportunities unless the corporation determines that it is not going to pursue them, our amended and restated certificate of incorporation that will be effective in connection with the completion of this offering will waive the corporate opportunities doctrine. Specifically, our amended and restated certificate of incorporation that will be effective in connection with the completion of this offering will provide that none of the JCF Stockholders, any of their affiliates or any director affiliated with the JCF Stockholders who is not employed by us (including any such non-employee director who serves as one of our officers in both his director and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The JCF Stockholders and their affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, if the JCF Stockholders or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for us, such person will have no duty to communicate or offer such transaction or business opportunity to us and they may take any such opportunity for themselves or offer it to another person or entity. The JCF Stockholders and their affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. See the sections entitled “Description of Capital Stock — Conflicts of Interest; Corporate Opportunities.” 40

WeTable ~~have broad discretion in the use~~ of ~~the net proceeds from our initial public offering and may not use them effectively.~~ Contents

ToOur ~~the~~stock ~~extent~~price ~~(i)~~may wechange ~~raise~~significantly ~~more~~and ~~money~~you ~~than~~may ~~required~~not ~~for~~be ~~the~~able ~~purposes~~to ~~explained~~resell inshares ~~the section titled “Use~~ of ~~Proceeds” or (ii) we determine the proposed uses set forth in that section are no longer in the best interests of~~ our ~~Company,~~common westock ~~cannot~~at ~~specify~~or ~~with~~above ~~any certainty~~ the ~~particular~~price ~~uses~~you ofpaid ~~such~~or ~~net~~at ~~proceeds that we will receive from this offering. Our management will have broad discretion in the application of such net proceeds~~all, ~~including working capital, possible acquisitions,~~ and ~~other~~you ~~general~~could ~~corporate~~lose ~~purposes,~~all ~~and we may spend~~ or ~~invest~~part ~~these~~of ~~proceeds~~your ininvestment aas way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a ~~manner that does not produce income or that loses value~~result.

AnOur ~~active,~~operating ~~liquid~~results and the trading ~~market~~price ~~for~~of our common stock may ~~not~~fluctuate ~~develop,~~and ~~which~~you may ~~limit~~not ~~your~~be ~~ability~~able to ~~sell~~resell your shares. at or above the public offering price you paid due to a number of factors, including:

~~Prior~~▪ ~~to this offering, there was no public~~ market ~~for~~conditions ~~our~~in ~~common stock. Although we have applied to have~~ our ~~common~~industry ~~stock listed on the Nasdaq under the symbol “JCAP,” an active trading market for our shares may never develop~~ or ~~be sustained following this offering. The initial public offering price will be determined by negotiations between us,~~ the ~~underwriters~~broader ~~and the selling stockholders and may not be indicative of market prices of our common~~ stock ~~that will prevail in the open~~ market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. ;

~~Our~~▪ ~~stock~~actual ~~price~~or ~~may~~anticipated ~~change~~fluctuations ~~significantly~~in ~~following the offering and you may not be able to resell shares of~~ our ~~common~~quarterly ~~stock~~financial ~~at or above the price you paid or at all,~~ and ~~you~~operating ~~could lose all or part of your investment as a result.~~ results;

~~The~~▪ ~~initial~~introduction ~~public~~of ~~offering~~new ~~price~~solutions ~~for~~or ~~our~~services ~~common stock was determined~~ by ~~negotiations between~~ us ~~and~~or ~~the underwriters. Our operating results and the trading price of~~ our ~~common stock may fluctuate and you may not be able to resell your shares at or above the initial public offering price due to a number of factors, including:~~ competitors;

▪ issuance of new or changed securities analysts’ reports or recommendations; sales, or anticipated sales, of large blocks of our stock;

~~market~~▪ ~~conditions~~additions ~~in our industry~~ or ~~the~~departures ~~broader~~of ~~stock~~key ~~market~~personnel;

▪ regulatory or political developments;

▪ litigation and governmental investigations;

~~actual~~▪ orchanging ~~anticipated~~economic ~~fluctuations in our quarterly financial and operating results~~conditions;

▪ investors’ perception of us;

▪ events beyond our control such as weather and war; and

~~introduction~~▪ ofany ~~new~~default ~~solutions~~on ~~or services by us or~~ our ~~competitors;~~ indebtedness.

TABLE OF CONTENTS

▪

issuance of new or changed securities analysts’ reports or recommendations; sales, or anticipated sales, of large blocks of our stock;

▪

additions or departures of key personnel;

▪

regulatory or political developments;

▪

litigation and governmental investigations;

▪

changing economic conditions;

▪

investors’ perception of us;

▪

events beyond our control such as weather and war; and

▪

any default on our indebtedness.

In particular, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

AFuture ~~significant~~sales, ~~portion~~or ofthe ~~our~~perception ~~total~~of ~~outstanding~~future ~~shares~~sales, ~~are~~by ~~restricted~~us ~~from~~or ~~immediate~~our ~~resale~~stockholders ~~but~~could ~~may~~adversely beaffect ~~sold into~~ the market ~~in the near future. Such sales could cause the market~~ price of our ~~common~~ stock ~~to drop significantly, even if our business is doing well~~.

Sales of a substantial number of shares of our common stock in the public market ~~could occur at any time. These sales~~, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding shares of common stock. The shares that are not being sold in this offering will be subject to a -day lock-up period provided under agreements executed in connection with this offering between the underwriters and our executive officers and directors and the holders of an aggregate of shares of our common stock (approximately % of the outstanding shares of our common stock), including the selling stockholders. These ~~shares will~~sales, ~~however, be able to be transferred after the expiration of the lock-up agreements, upon the waiver of such lock-up agreement by,~~ or ~~in accordance with~~ the ~~exceptions~~possibility to the lock-up described in the “Shares Eligible for Future Sale” and “Underwriting” sections of this prospectus. We also intend to file a Form S-8 under the Securities Act of 1933 to register all shares of common stock that ~~we may issue under our equity compensation plans. Once we register~~ these ~~shares,~~sales ~~they~~may ~~can be freely resold in the public market~~occur, ~~subject~~also tomight ~~legal~~make orit ~~contractual~~more ~~restrictions,~~difficult ~~such~~for as the lock-up agreements described in the “Underwriting” section of this prospectus. In addition, the JCF Stockholders, who will hold approximately % of our outstanding common stock upon the completion of this offering, will have demand registration rights to require us to ~~file~~sell ~~registration~~equity ~~statements~~securities in ~~connection~~the ~~with~~ future ~~sales~~at ofa ~~their~~time ~~shares,~~ and ~~the~~at ~~holders~~a ofprice ~~approximately % of our outstanding common stock upon the completion of this offering, will have rights to require us to include their shares in registration statements~~ that we ~~may~~deem ~~file for ourself or other stockholders~~appropriate. See “Certain Relationships and Related Person Transactions — Registration Rights Agreement.” Future sales by these stockholders could be significant. As restrictions on resale end, the market price of our stock could decline if the holders of shares that will be subject to lock-up agreements sell them or are perceived by the market as intending to sell them.

IfAfter ~~you~~this offering and the Share Repurchase, we will have 61,665,255 outstanding shares of common stock (assuming the underwriters do not exercise their option to purchase additional shares of our common stock from the selling stockholders). The aggregate of 40,475,492 shares not being sold in this offering that are held by our directors, ~~you~~executive officers and the selling stockholders will ~~suffer~~be ~~immediate~~subject to a 90-day lock-up period provided under agreements executed in connection with this offering between the underwriters and ~~substantial~~such ~~dilution~~directors, executive officers and selling stockholders. These shares will, however, be able to be transferred after the expiration or earlier waiver of ~~your~~the ~~investment~~lock-up agreements, or in accordance with the exceptions to the lock-up described in the “Shares Eligible for Future Sale” and “Underwriting” sections of this prospectus. The remaining 21,189,763 shares of our common stock that will be outstanding after this offering, which includes the shares offered and sold hereby, the shares sold in our IPO and shares not held by our directors, executive officers or the selling stockholders, can be freely resold in the public market.

~~The~~We ~~initial~~have ~~public~~also ~~offering~~reserved ~~price~~approximately 5,948,467 shares of our common stock isfor ~~substantially~~future ~~higher~~equity ~~than~~grants under the ~~net~~2025 ~~tangible~~Plan ~~book~~and ~~value~~filed ~~per~~a ~~share~~Form S-8 under the Securities Act of ~~our~~1933, ~~common~~as ~~stock.~~amended ~~Therefore~~(the “Securities Act”), ifto ~~you~~register ~~purchase~~all shares of ~~our~~ common stock

Filing Compare · Jefferson Capital, Inc. / DE