☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D)OF THESECURITIES EXCHANGE ACT OF 1934 DELAWARE33-1923926(State or other jurisdiction of incorporation ororganization)(IRS Employer Identification No.) 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) Title of Each ClassCommon stock, $0.0001 par value per share Trading Symbol(s)JCAP Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject 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 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 August 13, 2026 was 57,425,536. TABLE OF CONTENTS PagePart I — Financial Information5Item 1 — Combined and Condensed Consolidated Financial Statements5Combined and Condensed Consolidated Balance Sheets as of June30, 2026 (Unaudited) andDecember31, 20255Combined and Condensed Consolidated Statements of Operations and Comprehensive Incomefor the three and six months ended June30, 2026 and 2025 (Unaudited)6Combined and Condensed Consolidated Statements of Stockholders’ Equity for the three andsixmonths ended June30, 2026 and 2025 (Unaudited)7Combined and Condensed Consolidated Statements of Cash Flows for the six months endedJune30, 2026 and 2025 (Unaudited)8Notes to Combined and Condensed Consolidated Financial Statements (Unaudited)101. Organization, Description of Business and Summary of Significant Accounting Policies102. Earnings Per Share133. Acquisitions134. Fair Value Measurements145. Investment in receivables, net166. Credit Card Receivables177. Goodwill188. Notes Payable, Net199. Stock Based Compensation2210. Commitments and Contingencies2511. Income Taxes2612. Segment Reporting2713. Subsequent Events28Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3 — Quantitative and Qualitative Disclosures about Market Risk61Item 4 — Controls and Procedures62Part II — Other Information63Item 1 — Legal Proceedings63Item 1A — Risk Factors63Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds63Item 3 — Defaults Upon Senior Securities63Item 4 — Mine Safety Disclosures63Item 5 — Other Information64Item 6 — Exhibits64Signatures66 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 three and six months ended June 30,2026 and twelve months ended December31, 2025, respectively, relate to financial information of theCompany on a combined and condensed consolidated basis. All amounts referred to in the combined andcondensed consolidated financial statements have been rounded to the nearest thousand, unless otherwisestated.All percentages are calculated based on actual amounts. Minor differences may exist due torounding. Special Note Regarding Forward-Looking Statements This Quarterly Report contains forward-looking statements about Jefferson Capital, Inc. We intend suchforward-looking statements t