| Item 1. | |
| (a) | Name of issuer:
Jefferson Capital, Inc. |
| (b) | Address of issuer's principal executive offices:
600 South Highway 169, Suite 1575, Minneapolis, Minnesota 55426 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by JCF IV JCAP Holding L.P., a Delaware limited partnership, JCF IV JCAP Holding GP LLC, a Delaware limited liability company, JCF Associates IV L.P., a Cayman Islands exempted limited partnership, JCF Associates IV Ltd., a Cayman Islands exempted company, and J. Christopher Flowers, a natural person and citizen of the United States of America (collectively, the "Reporting Persons").
The shares of common stock, $0.0001 par value per share (the "Common Stock"), of Jefferson Capital, Inc. (the "Issuer") reported herein are held directly by JCF IV JCAP Holding L.P. The general partner of JCF IV JCAP Holding L.P. is JCF IV JCAP Holding GP LLC. The managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd, including JCF IV JCAP Holding L.P. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o J.C. Flowers & Co., 1301 Avenue of the Americas, 16th Floor, New York, New York 10019. |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
47248R103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person's cover page. As of September 30, 2025, JCF IV JCAP Holding L.P. directly held 43,721,808 shares of Common Stock. |
| (b) | Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page. Calculations of the percentage of shares of Common Stock beneficially owned are based on 58,266,307 shares of Common Stock outstanding as of August 13, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See each cover page hereof.
|
| | (ii) Shared power to vote or to direct the vote:
See each cover page hereof.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(b)
Rule 13d-1(d)