Jefferson Capital Inc 2025年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number 001-42718 Jefferson Capital, Inc.(Exact name of registrant as specified in its charter) 600 SOUTH HIGHWAY 169, SUITE 1575,MINNEAPOLIS, MINNESOTA 55426(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: Title of Each ClassTrading Symbol(s)Common stock, $0.0001 par value per shareJCAP Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany 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. (Check one): Largeacceleratedfiler☐Acceleratedfiler☐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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $316.0 millionbased on the closing sale price as reported on the Nasdaq Global Select Market. As of March 12, there were 55,329,124 shares of theregistrant’s common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE:Portions of the registrant’s definitive proxy statement for its 2026 annual meeting ofstockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscalyear ended December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. Auditor Firm ID:34Auditor Name:Deloitte & Touche LLPAuditor Location:New York, New York TABLE OF CONTENTS Part IItem 1Business5Item 1A Risk Factors16Item 1B Unresolved Staff Comments36Item 1CCybersecurity36Item 2Properties37Item 3Legal Proceedings37Item 4Mine Safety Disclosures37 Part IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities38Item 6[Reserved]39Item 7Management’s Discussion and Analysis of Financial Condition and Results ofOperations40Item 7AQuantitative and Qualitative Disclosures about Market Risk64Item 8Financial Statements and Supplementary Data65Item 9Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure101Item 9A Controls and Procedures101Item 9B Other Information101Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections1