Jefferson Capital Inc 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D)OF THESECURITIES EXCHANGE ACT OF 1934 Commission File Number001-42718 DELAWARE33-1923926(State or other jurisdiction of incorporation ororganization)(IRS Employer Identification No.) 600 SOUTH HIGHWAY 169,SUITE 1575,MINNEAPOLIS,MINNESOTA55426(Address of principal executive offices, zip code) (320)229-8505(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)JCAP Title of Each ClassCommon stock, $0.0001 par value per share Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, 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 Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The number of shares of the registrant’s common stock outstanding as of November 14, 2025 was58,290,473. TABLE OF CONTENTS Part IFinancial InformationItem 1.Combined and Condensed Consolidated Balance Sheets as of September 30, 2025and December 31, 2024 (Unaudited)6Combined and Condensed Consolidated Statements of Operations andComprehensive Income for the three and nine months ended September 30, 2025and 2024 (Unaudited)7Combined and Condensed Consolidated Statements of Shareholders’ Equity for thethree andnine months ended September 30, 2025 and 2024 (Unaudited)8Combined and Condensed Consolidated Statements of Cash Flows for the ninemonths ended September 30, 2025 and 2024 (Unaudited)9Notes to Combined and Condensed Consolidated Financial Statements (Unaudited)11Item 2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations34Item 3.Quantitative and Qualitative Disclosures about Market Risk68Item 4.Controls and Procedures69Part IIOther Information70Item 1.Legal Proceedings70Item 1A.Risk Factors70Item 2.Unregistered Sales of Equity Securities and Use of Proceeds89Item 3.Defaults Upon Senior Securities89Item 4.Mine Safety Disclosures89Item 5.Other Information90Item 6.Exhibits90ExhibitIndex90Signatures92 BASIS OF PRESENTATION Except as otherwise indicated or as the context otherwise requires, all references in this Quarterly Reporton Form 10-Q (the “Quarterly Report”) to the “Company,” “we,” “our,” and “us” and similar terms refer toJefferson Capital, Inc. a Delaware corporation, together with its subsidiaries. Unless otherwise indicated,all references to our financial information are to the combined and condensed consolidated financialinformation of the Company and references to “dollars” and “$” in this Quarterly Report are to, andamounts are presented in, U.S. dollars. Financial data as of and for the threemonths and ninemonthsended September 30, 2025 and December31, 2024, relate to financial information of the Company on acombined and condensed consolidated basis. All amounts referred to in the combined and condensedconsolidated financial statements have been rounded nearest thousandth, unless otherwise stated.Allpercentages are calculated based on actual amounts. Minor differences may exist due to rounding. Special Note Regarding Forward-Looking Statements This Quarterly Report contains forward-looking statements about Jefferson Capital, Inc. We intend suchforward-looking statements to be covered by the safe harbor provisions for forward-looking statementscontained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the SecuritiesExchange Act of 1934, as amended. Statements that are not historical or current facts, including statementsabout beliefs and expectations, are forward-looking statements and are based on the inf