Jefferson Capital Inc美股招股说明书(2026-01-08版)

The selling stockholders named in this prospectus are offering 10,000,000 shares of our common stock at a public offering price of $20.50per share. We are not selling any shares of our common stock under this prospectus, and we will not receive any of the proceeds from thesale of shares of our common stock by the selling stockholders in this offering, including any shares they may sell pursuant to theunderwriters’ option to purchase additional shares of common stock. We have agreed to purchase from the underwriters 3,000,000 shares of our common stock at a price per share equal to the price pershare to be paid by the underwriters to the selling stockholders. The underwriters will not receive any compensation for the shares of ourcommon stock being repurchased by us. The completion of the share repurchase is contingent on the satisfaction of customary closingconditions and conditioned upon the completion of this offering. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “JCAP.” On January7, 2026, the lastreported sale price of our common stock on the Nasdaq was $20.64 per share. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Beingan Emerging Growth Company.” Investing in our common stock involves risks. See the “Risk Factors” section beginning on page32of thisprospectus for factors you should consider before investing in our common stock. The 3,000,000 shares of common stock that we have agreed to repurchase from the underwriters in the share repurchase will be purchasedat a price per share equal to the price per share to be paid by the underwriters to the selling stockholders. See “Underwriting” for additional information regarding underwriting compensation. The underwriters will not receive any discount orcommission on the 3,000,000 shares of our common stock that we have agreed to repurchase from the underwriters in the share repurchase.(2) The selling stockholders have granted the underwriters an option for a period of 30days to purchase up to an additional 1,500,000 sharesof our common stock at the public offering price, less underwriting discounts and commissions. We will not receive any proceeds from thesale of shares of our common stock offered by the selling stockholders, including upon the sale of shares of our common stock by theselling stockholders if the underwriters exercise their option to purchase additional shares of our common stock. Immediately following this offering and the share repurchase, funds controlled by our sponsor, J.C. Flowers & Co. LLC (“J.C. Flowers”), willbeneficially own shares collectively representing approximately 55.4% of the voting power of our outstanding shares of common stock (or53.1% 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 ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver shares of our common stock against payment in New York, New York on or about January 9, 2026. Lead Bookrunning Managers Jefferies Keefe, Bruyette & WoodsA Stifel Company Bookrunning Managers Truist Securities Citizens CapitalMarkets Raymond James Capital One SecuritiesDNB Carnegie FHN Financial Securities Corp.IN KeyBanc Capital MarketsRegions Securities LLCSyTexas Capital Securities novus PAGEProspectus Summary1Risk Factors32Cautionary Note Regarding Forward-Looking Statements53Use of Proceeds55Dividend Policy56Capitalization57Management’s Discussion and Analysis of Financial Condition and Results of Operations59Business106Management142Executive Compensation148Certain Relationships and Related Party Transactions158Principal and Selling Stockholders161Description of Capital Stock163Shares Eligible for Future Sale169Description of Certain Indebtedness171Material U.S. Federal Income Tax Consequences to Non-U.S. Holders175Underwriting179Legal Matters189Experts190Where You Can Find More Information191Index to Financial StatementsF-1 Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any informationor to make any representations other than those contained in this prospectus or in any free writingprospectuses we have prepared or that have been prepared on our behalf, or to w