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As filed with the U.S. Securities and Exchange Commission on May 21, 2025.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

6153

(Primary Standard Industrial
Classification Code Number)

33-1923926

(I.R.S. Employer
Identification Number)

600 South Highway 169, Suite 1575
Minneapolis, Minnesota 55426
Phone Number: (320) 229-8505

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Burton
Chief Executive Officer
600 South Highway 169, Suite 1575
Minneapolis, Minnesota 55426
Phone Number: (320) 229-8505

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc D. Jaffe
Erika Weinberg
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200

Matthew Pfohl
Chief Administrative Officer and
General Counsel
Jefferson Capital, Inc.
600 South Highway 169, Suite 1575
Minneapolis, Minnesota 55426
(320) 229-8505

Alexander D. Lynch
Michael Stein
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐									Accelerated filer ☐
	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 complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated , 2025

PRELIMINARY PROSPECTUS

Jefferson Capital, Inc.

Common Stock

This is the initial public offering of the common stock of Jefferson Capital, Inc. We are offering shares of our common stock, and the selling stockholders named in this prospectus are offering shares of our common stock.

We expect the public offering price to be between $ and $ per share. Currently, no public market exists for our common stock. We have applied to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “JCAP.” This offering is contingent upon final approval of the listing of our common stock on the Nasdaq, which we expect to occur promptly after the date of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See the “Risk Factors” section beginning on page 35 of this prospectus for factors you should consider before investing in our common stock.

Per Share

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

Proceeds, before expenses, to the selling stockholders

(1)

See “Underwriting” for additional information regarding underwriting compensation.

At our request, the underwriters have reserved percent of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to certain of our directors, officers and employees and friends and family members of certain of our directors, officers and employees. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Jefferies LLC will administer our directed share program. See “Underwriting — Directed Share Program.”

The selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of our common stock at the initial public offering price, less underwriting discounts and commissions. We will not receive any proceeds from the sale of shares of our common stock offered by the selling stockholders, including upon the sale of shares of our common stock by the selling stockholders if the underwriters exercise their option to purchase additional shares of our common stock.

Immediately following this offering, funds controlled by our sponsor, J.C. Flowers & Co. LLC (“J.C. Flowers”), will beneficially own shares collectively representing approximately % of the voting power of our outstanding shares of common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders). As a result, we expect 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 or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This is a firm commitment underwritten offering. The underwriters expect to deliver shares of our common stock against payment in New York, New York on or about , 2025.

Lead Bookrunning Managers

	Jefferies			Keefe, Bruyette & Woods
				A Stifel Company

Bookrunning Managers

Citizens Capital Markets

Raymond James

Truist Securities

Capital One Securities

DNB Carnegie

Regions Securities LLC

Synovus

Co-Managers

FHN Financial Securities Corp.

ING

The date of this prospectus is , 2025.

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Table of Contents
	PAGE
Prospectus Summary		1
Risk Factors		35
Cautionary Note Regarding Forward-Looking Statements		56
Use of Proceeds		58
Dividend Policy		59
Capitalization		60
The Reorganization		64
Management’s Discussion and Analysis of Financial Condition and Results of Operations		74
Business		116
Management		152
Executive Compensation		159
Certain Relationships and Related Party Transactions		171
Principal and Selling Stockholders		174
Description of Capital Stock		176
Shares Eligible for Future Sale		182
Description of Certain Indebtedness		184
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		188
Underwriting		192
Legal Matters		201
Experts		202
Where You Can Find More Information		203
Index to Financial Statements		F-1

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared or that have been prepared on our behalf, or to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

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MARKET AND INDUSTRY DATA

The market data and other statistical information used throughout this prospectus are based on independent industry publications, reports by market research firms or other published independent sources. Certain market, ranking and industry data included in this prospectus, including the size of certain markets, our size or position and the positions of our competitors within these markets, and our solutions relative to our competitors, are based on the estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, trade and business organizations and other contacts in the markets in which we operate. Unless otherwise noted, all of our market share and market position information presented in this prospectus is generally based on a number of sources and factors, including publicly available information about the distressed and insolvent receivables markets and our competitors, the size of our client base and management’s experience in, and knowledge of, our industry and competitive landscape. In addition, the discussion herein regarding our various markets is based on how we define the markets for our solutions.

This prospectus includes industry data that we obtained from periodic industry publications. Although we believe the market and industry data, forecasts and projections included in this prospectus are reliable, we have not independently verified any data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

The sources of these periodic industry publications are provided below:

▪

Federal Reserve Bank of New York, Center for Microeconomic Data, Quarterly Report on Household Debt and Credit, February 2025;

▪

Equifax, U.S. National Consumer Credit Trends Report: Originations, January 2025;

▪

Kroll Bond Rating Agency, U.S. Auto Loan ABS Indices: March 2025;

▪

Federal Reserve Bank of St. Louis, Charge-Off Rate on Other Consumer Loans, All Commercial Banks, accessed March 2025;

▪

Government of Canada, 2019 and 2024 Insolvency Statistics in Canada, accessed March 2025;

▪

Statistics Canada, Table 36-10-0639-01 Credit liabilities of households (x 1,000,000), accessed March 2025;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2019;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2020;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Fourth Quarter 2023;

▪

Transunion Credit Industry Insights Report, Quarterly Overview of Consumer Credit Trends Released by TransUnion Canada, Second Quarter 2024;

▪

Bank of England, Bankstats tables, accessed March 2025;

▪

Bank of England, LPMBI2O Database, accessed March 2025;

▪

Ofcom, Pricing trends for communications services in the UK, December 2024;

▪

Ofgem, Debt and Arrears Indicators, Q4 2024; and

▪

Superintendencia Financiera de Colombia, Evolución cartera de créditos, accessed March 2025.

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TRADEMARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business, including, but not limited to, Jefferson Capital Systems, LLC®, CreditLogistics®, PrecisionHandler Solution®, BankruptcyStream®, VeriCredit® and OptimizedOffer Solution®. In addition, we have trademark and service mark rights to our names, logos and website names and addresses. Other trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, service marks and trade names referred to in this prospectus may appear without the ® symbol and ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks or trade names.

BASIS OF PRESENTATION

Organizational Structure

Our business operations have generally been conducted through Jefferson Capital Holdings, LLC and its subsidiaries. JCAP TopCo, LLC is a holding company and the direct parent of Jefferson Capital Holdings, LLC. Jefferson Capital, Inc., the issuer in this offering, was formed in connection with this offering and has not engaged in any business or other activities other than those incidental to its formation, the reorganization transactions described herein and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Following a series of transactions that we will engage in immediately prior to the completion of this offering, which we refer to collectively as the “Reorganization,” Jefferson Capital, Inc. will become a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which will remain a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. will also succeed to federal net operating losses (“NOLs”), state NOLs and tax credit carryforwards under Section 381 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC following the Reorganization and this offering, Jefferson Capital, Inc. will operate and control all of the business and affairs, and consolidate the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries. See “Reorganization” for a more detailed description of the Reorganization and a chart depicting our corporate structure after giving effect to the Reorganization and this offering.

Except where the context otherwise requires or where otherwise indicated, the terms “Jefferson Capital,” “we,” “us,” “our,” “our company,” “Company” and “our business” refer, prior to the Reorganization, to Jefferson Capital Holdings, LLC and its consolidated subsidiaries, and after the Reorganization, to Jefferson Capital, Inc. and its consolidated subsidiaries.

Presentation of Financial Information

Except where otherwise indicated, the consolidated financial statements and summary historical consolidated financial data included in this prospectus are those of Jefferson Capital Holdings, LLC, as the predecessor of the issuer, and do not give effect to the Reorganization. The consolidated financial statements of Jefferson Capital Holdings, LLC as of and for the years ended December 31, 2024 and 2023 included in this prospectus have been audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The summary consolidated financial data of Jefferson Capital Holdings, LLC as of and for the years ended December 31, 2022, 2021, 2020 and 2019 have been derived from Jefferson Capital Holdings, LLC’s consolidated financial statements not included in this prospectus. Additionally, effective January 1, 2022, Jefferson Capital Holdings, LLC prospectively adopted the following accounting standards: (i) ASU 2016-02, “Leases (Topic 842) Section A – Leases: Amendments to the FASB Account Standards Codification” (“ASU 2016-02”), which generally requires that a lessee should recognize both a liability for future lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet, and (ii) ASC 326 – Financial Instruments – Credit Losses (“ASC 326”), commonly referred to as the Current Expected Credit Loss (“CECL”) standard, which generally requires companies to record a lifetime estimate of expected credit losses upon origination or purchase of a loan held at amortized cost. Due to the difference in standards, the financial data included in this prospectus for the years ended

iii

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December 31, 2024, 2023 and 2022 may not necessarily be comparable to the financial data for the years ended December 31, 2021, 2020 and 2019.

We acquired Canaccede Financial Group (“Canaccede”) in March 2020 (the “Canaccede Acquisition”). Our financial results for the years ended December 31, 2024, 2023, 2022 and 2021 include 12 months of operations of Canaccede, compared to 10 months for the year ended December 31, 2020 and zero months for the year ended December 31, 2019.

The unaudited pro forma consolidated financial information of Jefferson Capital, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Jefferson Capital Holdings, LLC included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization and the completion of this offering and the application of the net proceeds therefrom as described in the section titled “Use of Proceeds”. The unaudited pro forma consolidated balance sheet as of March 31, 2025 assumes these transactions occurred on March 31, 2025. The unaudited pro forma consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and the year ended December 31, 2024 present the pro forma effect of these transactions as if they occurred on January 1, 2024. See “Unaudited Pro Forma Consolidated Financial Information” for a detailed description of the adjustments and assumptions underlying the pro forma consolidated financial information included in this prospectus.

Unless otherwise indicated, all references to our financial information are to the consolidated financial information of the Jefferson Capital Holdings, LLC, and references to “dollars” and “$” in this prospectus are to, and amounts are presented in, U.S. dollars.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

NON-GAAP FINANCIAL MEASURES AND OTHER DATA

We use adjusted net income and adjusted EBITDA, each of which is a financial measure not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), to supplement our consolidated financial statements, which are presented in accordance with GAAP. Our management believes adjusted net income and adjusted EBITDA help us provide enhanced period-to-period comparability of operations and financial performance and are useful to investors as other companies in our industry report similar financial measures. See “Prospectus Summary — Summary Consolidated Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” for the definitions of adjusted net income and adjusted EBITDA and related disclosure.

Adjusted net income and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our financial results prepared in accordance with GAAP. Some of these limitations are:

▪

adjusted net income and adjusted EBITDA do not reflect our future requirements for capital expenditures or contractual commitments;

▪

adjusted net income and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

▪

adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to make interest or principal payments, on our debts;

▪

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and

▪

other companies in our industry may calculate adjusted net income and adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

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GLOSSARY

“buybacks” refers to the purchase price refunded by the seller due to the return of ineligible or otherwise repurchased accounts.

“cash efficiency ratio” is defined as (a) the sum of (i) collections, (ii) Servicing revenue, and (iii) Credit card revenue, minus (b) total operating expenses, all divided by (c) the sum of (i) collections, (ii) Servicing revenue, and (iii) Credit card revenue, each for the relevant period.

“CFPB” refers to the Consumer Financial Protection Bureau.

“CMS” refers to our Compliance Management System. We have developed CMS to ensure compliance with all applicable laws, regulations, and industry best practices.

“collections” refers to collections on our owned finance receivables portfolios and recoveries on our credit card origination charge-offs.

“collections including servicing” refers to collections and servicing collections.

“cost-to-collect” refers to collection related expenses, excluding court costs, depreciation and amortization, professional fees and other expenses not directly related to current period collections, as a percentage of collections, including servicing collections.

“deployments” refers to all portfolios purchased in the ordinary course and excludes those added as a result of a business acquisition.

“estimated remaining collections” or “ERC” refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios.

“forward flow agreements” refers to contractual agreements to purchase future portfolios on a periodic basis at a pre-determined price where portfolios meet pre-defined portfolio characteristics.

“forward flow sales” refers to acquisitions through forward flow agreements.

“high street banks” refers to large banking institutions in the United Kingdom that provide retail banking services to consumers and small- and medium-sized businesses.

“insolvency” accounts or portfolios refer to accounts or portfolios of receivables that are in an insolvent status when we purchase them and as such are purchased as a pool of insolvent accounts. These accounts include Consumer Proposals in Canada and bankruptcy accounts in the United States and Canada.

“portfolio purchase” refers to a portfolio purchased or deployed, excluding those added as a result of a business acquisition.

“principal amortization” refers to collections applied to principal on owned finance receivables.

“purchase price” refers to the cash paid to a seller to acquire nonperforming loans.

“purchase price multiple” refers to the total estimated collections on owned finance receivables portfolios, without making any deduction for our cost-to-collect, divided by the purchase price, without factoring in the impact of leverage on the returns achieved.

“recoveries” refers to collections plus buybacks and other adjustments.

“Revolving Credit Facility” refers to that certain Credit Agreement, dated as of May 21, 2021, by and among CL Holdings, LLC, a Georgia limited liability company, Jefferson Capital Systems, LLC, a Georgia limited liability company, JC International Acquisition, LLC, a Georgia limited liability company, CFG Canada Funding LLC, a Delaware limited liability company, Citizens Bank, N.A., as administrative agent, and the lenders from time-to-time party thereto, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 28, 2021, Amendment No. 2 to the Credit Agreement, dated as of February 28, 2022, Amendment No. 3 to the Credit Agreement, dated as of April 26, 2023, Amendment No. 4 to the Credit Agreement, dated as of

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Overview

We are a leading analytically driven purchaser and manager of charged-off and insolvency consumer accounts with operations primarily in the United States, Canada, the United Kingdom and Latin America. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit grantors, which include banks, non-bank consumer lenders, auto finance companies, utilities and telecom companies. Our core competency is the effective management of the collections function in strict compliance with applicable laws and regulations. We enable our clients to focus their operations on the origination of new loans to new customers and to better serve their active customers, while also enabling consumers to resolve their existing obligations based on their current financial circumstances as they improve their financial health. We purchase nonperforming consumer loans and receivables at a discount to their face value across a broad range of financial assets, including where the account holder has initiated a bankruptcy proceeding, or an equivalent proceeding in Canada or the United Kingdom. We manage the loans and receivables by working with the account holders as they repay their obligations and work toward financial recovery.

The following charts present a breakdown of our investment activity by asset class, by business line and by geography for the year ended December 31, 2024:

[MISSING IMAGE: pc_breakdowninvestment-4c.jpg]

For the years ended December 31, 2024 and 2023, and the three months ended March 31, 2025, we reported net income of $128.9 million, $111.5 million and $64.2 million, respectively, and $242.1 million, $168.2 million and $92.0 million of adjusted EBITDA, respectively. For additional information regarding adjusted EBITDA, a non-GAAP financial measure, see “— Summary Consolidated Financial and Operating Information — Key Business Metrics and Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted EBITDA.” The following charts summarize our annual revenue, net operating income, net income and adjusted EBITDA since 2019:

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[MISSING IMAGE: bc_summarizeannual-4c.jpg]

As of March 31, 2025, we had $2,837.9 million in ERC, up 3.4% compared to December 31, 2024. Over the course of 2025 and 2026, we expect to collect $1,420.1 million, or 50.0% of our total ERC. The following charts present the geographic breakdown of our current ERC as well as the breakdown by year as of March 31, 2025:

[MISSING IMAGE: pc_geographicbreakdown-4c.jpg]

Note: ERC refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Estimated Remaining Collections.”

We believe we have successfully navigated over 22 years of credit cycle fluctuations, changing market dynamics and evolving regulatory framework. During this time, we grew our collections through a combination of organic growth and the integration of several strategic acquisitions that have provided us with long-term consumer payment performance data in what we believe are attractive markets so we can price and analyze new deployments with confidence. A summary of our annual collections by region in the United States, the United Kingdom, Canada and Latin America is presented in the chart below:

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Our Markets

We operate in four geographic markets that also represent our reportable segments: the United States, where we have over 22 years of debt purchase experience and which represents $2,155.2 million, or 75.9%, of our ERC as of March 31, 2025; Canada, where we entered the market in 2020 through the acquisition of Canaccede, which has operated in Canada for over 16 years, and represents $317.8 million, or 11.2%, of our ERC as of March 31, 2025; the United Kingdom, where we have 15 years of operating experience and which represents $146.4 million, or 5.2%, of our ERC as of March 31, 2025; and Latin America, where we entered the market in 2021 and significantly expanded our presence in 2022 through the acquisition of the assets and certain entities of Refinancia, which has operated in Colombia for over 15 years, and represents $218.5 million, or 7.7%, of our ERC as of March 31, 2025.

United States

The United States is subject to a complex state, federal and local regulatory framework, which results in the most significant degree of oversight among our respective markets. This has the advantage of creating significant barriers to entry for platforms that lack the best-in-class compliance practices we have developed and employed since our founding. It has also resulted in substantial and ongoing industry consolidation since the CFPB was formed in 2011, a trend that has historically supported our strategic and opportunistic merger and acquisition activity. In addition to rigorous governmental oversight, our clients typically seek to protect their brand equity by imposing stringent onboarding requirements, regular compliance auditing and oversight, and choosing to sell only to debt buyers with the strongest track records for compliance.

In the United States, we primarily focus on acquiring and servicing accounts in consumer asset classes that are large and growing but also underpenetrated by other debt buyers. Examples include consumer installment loans, telecom receivables, auto finance loans, utilities receivables and small balance credit card receivables. We also opportunistically purchase nonperforming prime-originated large-balance credit card receivables, that certain other major debt purchasers in the United States focus primarily on, when we can deploy capital at attractive returns. Through years of purchasing and servicing of accounts, we have gathered a substantial amount of proprietary consumer data, which enables us to more precisely value these opaque assets, develop unique collections strategies, and engage in more efficient and effective collections activities. Our advantages from proprietary data, compliance track record and operational capabilities, in each of our target asset classes, limit competition and create attractive pricing dynamics. We employ a disciplined approach to determine how to allocate capital and choose to focus on markets where we believe we obtain high risk-adjusted returns.

We estimate the 2024 annual total addressable market (“TAM”) for the U.S. market to be approximately $167.8 billion based on the cumulative estimated annual face value of charge-offs for the asset classes listed below, which we have estimated annual face value charged-off based on estimated or reported outstanding balances as of December 31, 2024 and assumed loss rate proxies. We estimate that the TAM for the U.S. market was $115.7 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 45.1%.

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Balances		Charge-Offs
	($ in billions)
Auto loans(1)		$	1,331.0		2.9%		$	39.2		$	1,655.0		2.8%		$	46.0		24.3%		17.4%
Non-prime			399.8		8.4%			33.5			429.9		8.9%			38.2		7.5%		14.0%
Prime			931.2		0.6%			5.7			1,225.1		0.6%			7.8		31.6%		37.1%
Personal loans(2)			432.0		3.3%			14.3			554.0		4.4%			24.5		28.2%		71.4%
Non-prime			155.5		7.6%			11.8			188.4		10.8%			20.3		21.1%		71.6%
Prime			276.5		0.9%			2.5			365.6		1.2%			4.2		32.2%		70.4%
Telecom and utilities(3)			37.6		9.5%			3.6			58.4		8.5%			5.0		55.4%		39.6%
Student loans(4)			1,508.0		0.5%			8.0			1,615.0		1.0%			16.9		7.1%		112.0%

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	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Balances		Charge-Offs
	($ in billions)
Credit cards(5)			927.0		5.5%			50.6			1,211.0		6.2%			75.4		30.6%		48.9%
Non-prime			188.9		12.6%			23.7			170.8		15.6%			26.6		(9.6)%		12.4%
Prime			738.1		3.7%			26.9			1,040.2		4.7%			48.8		40.9%		81.1%
Total United States		$	4,235.6		2.7%		$	115.7		$	5,093.4		3.3%		$	167.8		20.3%		45.1%

(1)

Source: Federal Reserve Bank of New York, Kroll Bond Rating Agency “U.S. Auto Loan ABS Index.”

(2)

Source: Federal Reserve Bank of New York, Equifax “U.S. National Consumer Credit Trends Report: Originations,” Transunion, Federal Reserve Bank of St. Louis, company filings of personal loan originators.

(3)

Source: The sum or average of the three largest U.S. holders of telecom receivables that publicly report such data. Utilities figures are excluded due to lack of available data.

(4)

Source: Federal Reserve Bank of New York for the aggregate balances, and company filings of three of the largest holders of student loans in the United States for the average loss ratio.

(5)

Source: Federal Reserve Bank of New York, Equifax “U.S. National Consumer Credit Trends Report: Originations,” Transunion, Federal Reserve Bank of St. Louis, FFIEC 041 Call Reports of bank originators of credit cards.

We estimate our share of the U.S. market illustrated above to be approximately 4.1% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, an increase from our estimated share of 2.9% in 2019. We believe our share is considerably larger in telecom than other asset classes. Because the U.S. government does not sell its distressed or insolvent student loan accounts, our share of that market is much smaller. Some of the largest credit card originators in the United States also do not sell their receivables today, so our share of that market is also smaller.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Auto loans		$	1.3		3.4%		$	1.0		2.1%		(28.1)%		(1.3)%
Personal loans(1)			0.7		5.1%			2.8		11.3%		283.1%		6.2%
Telecom and utilities			0.8		21.9%			1.2		24.4%		55.2%		2.5%
Student loans			0.0		0.2%			0.0		0.0%		NM		(0.2)%
Credit cards			0.5		0.9%			1.9		2.6%		331.3%		1.7%
Total United States		$	3.3		2.9%		$	6.9		4.1%		108.9%		1.2%

“NM” — not meaningful

(1)

Excludes performing assets acquired in the Conn’s Portfolio Purchase (as defined below) with aggregate face value of $567 million.

We have grown organically in the United States with collections growing at a 13.9% compound annual growth rate to $420.3 million in 2024 from $219.6 million in 2019.

In addition to the significant market opportunity in nonperforming consumer finance receivables, there is a much larger opportunity in certain segments of performing consumer finance receivables which include higher risk performing loans and loan portfolios in runoff where we have historically deployed capital at attractive returns. We benefited from being able to provide a one-stop liquidity solution to issuers of consumer credit by purchasing both performing and nonperforming finance receivables originated by them.

We have four offices in the United States: Minneapolis, Minnesota, Sartell, Minnesota, Denver, Colorado and San Antonio, Texas. As of March 31, 2025, we had 730.1 full-time equivalents (“FTE”) dedicated to our U.S. business, which includes 359.1 FTE in offshore locations.

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Conn’s Portfolio Purchase

On October 2, 2024, Jefferson Capital Systems, LLC entered into that certain Asset Purchase Agreement with Conn’s, Inc. (“Conn’s”), a home goods retailer that sold its goods primarily on credit to a non-prime customer base throughout the Southeastern United States, Conn Appliances, Inc., Conn Credit Corporation, Inc., Conn Credit I, LP, CARF COL LLC, W.S. Badcock LLC, W.S. Badcock Credit LLC pursuant to which we acquired a substantial portfolio of unsecuritized loans and credit card receivables from Conn’s (the “Conn’s Portfolio Purchase”). The Conn’s Portfolio Purchase included (i) a personal installment loan portfolio comprising 199,591 accounts with a nominal face value of $428 million (the “Conn’s Installment Loan Portfolio”), (ii) a revolving loan portfolio comprising 85,582 accounts with a nominal face value of $139 million (the revolving period of which was suspended on June 6, 2024) (the “Badcock Portfolio”), and (iii) a non-performing loan portfolio comprising 697,936 accounts with a nominal face value of $1.5 billion (the “NPL Portfolio” and, collectively with the Conn’s Installment Loan Portfolio and Badcock Portfolio, the “Conn’s Portfolios”) after Conn’s had declared bankruptcy in July 2024. Additionally, one of our wholly owned subsidiaries hired 197 of the former FTEs of Conn’s on December 4, 2024, the day after the Conn’s Portfolio Purchase closed, to manage and service the Conn’s Installment Loan Portfolio and the Badcock Portfolio described above through their remaining life and entered into certain vendor contracts to maintain continuity of account servicing. In addition, we were assigned a lease in San Antonio, Texas to ensure that we would have our desired facility in place by the closing of the Conn’s Portfolio Purchase. We acquired certain intellectual property that would allow us to maintain continuity in servicing but that we do not intend to use beyond the scope of running off the acquired portfolio. We anticipate that our servicing requirements for these portfolios will scale down as the performing portfolios run off, as we do not intend to continue any ongoing originations. In addition, we entered into servicing arrangements pursuant to which we agreed to provide ongoing servicing for certain securitized pools of assets, which are also in the runoff. The Conn’s Portfolio Purchase closed on December 3, 2024. The net cash paid at closing was approximately $245 million. We funded the purchase price by drawing down on our Revolving Credit Facility to acquire approximately $428 million of the Conn’s Installment Loan Portfolio, $139 million of the Badcock Portfolio and $1.5 billion in face value of the NPL Portfolio, as of the closing date. We attributed approximately $226 million and $12 million of the purchase price to the performing loans (i.e., the Conn’s Installment Loan Portfolio and the Badcock Portfolio) and the NPL Portfolio, respectively, which represents approximately 40% and less than 1% of the face value of each portfolio, respectively. While there was significant credit deterioration on much of the assets acquired, the primary source and vast majority of the revenue that we expect to generate from the $226 million in purchase price attributed to the $567 million of performing loans (i.e., $428 million plus $139 million) will be from accretion of the discount generated by the purchase price at 40% of the face value of the loans. With respect to the $341 million discount to face value on the performing loans (i.e., $567 million minus $226 million), we booked a credit mark of $251 million and an interest rate mark of $89 million. As of March 31, 2025, our total ERC includes $304.9 million from the Conn’s Portfolio Purchase.

The Conn’s Portfolio Purchase leverages our core competency in managing distressed performing and nonperforming accounts. While the majority of the performing accounts were not charged-off, they had elevated credit risk partly due to the closure of the retail stores and the bankruptcy of Conn’s. In recent periods, we have seen more opportunities, such as the Conn’s Portfolio Purchase, to acquire large mixed portfolios of performing and nonperforming accounts, and we see that as an attractive area of potential growth for our investment activity going forward.

Historical Performance

The charts below summarize the U.S. portfolio performance since our formation. Between 2003 and 2010, we undertook a cautious approach to invest relatively small amounts as we aggregated data and developed and refined our modeling, pricing and collection strategies. Our growing U.S. collections have supported our overall cash flow profile and stable returns, and our cumulative collections have consistently outperformed the original forecast, demonstrating the accuracy of our modeling and our ability to improve performance over time relative to the capabilities we have at the time of initial portfolio purchases.

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Note: Vintage data excludes forward flow purchases that were resold shortly after purchase and do not reflect typical collection multiples as there is no cost-to-collect for accounts that were resold. Forward flow purchases that were resold after purchase began in 2005 and ended in 2008.

Canada

We entered the Canadian market through the acquisition of Canaccede in March 2020, and we have maintained the Canaccede brand name for our business in Canada. We are the largest purchaser of nonperforming and insolvent consumer receivables in Canada.

We maintain forward flow agreements with three out of the five largest banks in Canada, and the other two largest banks in Canada do not currently sell their distressed or insolvent accounts.

We estimate the 2024 annual TAM for the Canadian market of approximately $5.1 billion based on the cumulative estimated annual face value of charge-offs the asset classes listed below, which we have estimated based on estimated or reported outstanding balances and the reported balance delinquency rate. We estimate that the TAM for the Canadian market was $3.9 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 29.4%, reflecting modest receivable growth and relatively stable delinquency rates on credit cards due in part to unprecedented government stimulus and support for the consumer that lingered following the COVID-19 pandemic.

	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Balances			Charge-Off Ratio		Market Charge-Offs			2024 Balances			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Auto loans(1)(2)		$	62.9		0.8%		$	0.5		$	72.2		0.8%		$	0.6		14.8%		11.8%
Personal loans(1)(2)			29.6		1.2%			0.4			39.0		1.6%			0.6		31.8%		76.2%
Telecom and utilities(3)			4.3		10.0%			0.4			9.1		6.8%			0.6		111.3%		45.3%
Credit cards(1)(2)			62.5		1.0%			0.6			79.1		1.1%			0.9		26.5%		43.1%
Insolvencies(4)			NA		NA			2.0			NA		NA			2.4		NA		18.4%
Total Canada(5)		$	159.3		1.2%		$	3.9		$	199.4		1.3%		$	5.1		25.2%		29.4%

Note: All figures converted to USD at the exchange rate of $0.69766 per Canadian dollar as of March 20, 2025.

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(1)

Source: Statistics Canada for face value figures; includes non-mortgage loans from chartered banks, excluding unincorporated business; excludes non-mortgage loans from non-banks due to lack of asset type breakdown.

(2)

Source: TransUnion for charge-offs figures; reflects 60+ days past due (“DPD”) balance delinquency rate for auto loans and personal loans and 90+ DPD for credit cards for Q4 2019 and Q4 2024.

(3)

Telecom figures depict total amount of net customer receivables, 60 days past billing date for Bell Canada, Rogers Communications Inc., and TELUS Corporation; utilities figures excluded due to lack of available data.

(4)

Source: Government of Canada, 2019 and 2024 Insolvency Statistics in Canada for number of consumer insolvencies; assumes $C15,000 average nonmortgage liabilities per consumer insolvency in 2019 and adjusted for CPI (Source: Statistics Canada for CPI data) to 2024.

(5)

Charge-off ratio for 2019 and 2024 excludes insolvencies.

We estimate our share of the Canadian market illustrated above to be approximately 24.6% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, or $1.3 billion, after not having any market share in 2019, which was before we entered the Canadian market through the acquisition of Canaccede. Because we are the largest purchaser of nonperforming and insolvent consumer receivables in Canada, the most significant opportunity to increase our market share in Canada is by increasing the proportion of credit grantors who sell their nonperforming and insolvent consumer receivables and by purchasing more in asset classes where we are already a market leader in the United States.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Auto loans		$	—		—%		$	0.2		29.2%		NM		29.2%
Personal loans			—		—%			0.1		14.3%		NM		14.3%
Telecom and utilities			—		—%			0.0		0.7%		NM		0.7%
Credit cards			—		—%			0.5		61.5%		NM		61.5%
Insolvencies			—		—%			0.5		18.9%		NM		18.9%
Total Canada		$	—		—%		$	1.3		24.6%		NM		24.6%

“NM” — not meaningful

Canaccede historically focused on bank-purchased portfolios, which include credit cards, unsecured personal installment loans and auto deficiencies. Since the acquisition of Canaccede more than four years ago, we have deployed our analytical framework and proprietary collection strategies to enter the telecom and utilities asset classes and the secured auto asset class. We have significantly broadened Canaccede’s base of clients to cover four out of the six largest banks in Canada (with the other two major banks currently not selling charged-off accounts), and we have established forward flow agreements with several other major credit originators in Canada.

We have two offices in Canada: Toronto, Ontario and London, Ontario. As of March 31, 2025, we had 101.8 FTE in Canada, which includes 36.5 FTE in Mumbai, India primarily focused on insolvency processing and IT support.

Historical Performance

The charts below summarize the Canada portfolio performance since the formation of Canaccede in 2008, including results from prior to our acquisition of the business in 2020. The majority of Canadian purchases have been in insolvencies, which have a lower collection multiple, but also meaningfully lower cost-to-collect relative to distressed portfolios, resulting in a similar net return. In 2016, Canaccede entered into a large insolvency forward flow agreement but deployments have declined since, mainly due to a market-wide decline in distressed and insolvent loans. In 2022 and 2023, volumes started to normalize, and Canaccede has added clients and returned to growth in 2024. Our Canadian portfolios have demonstrated consistently strong performance relative to our original forecast, with insolvency purchases generally having a higher level of predictability of collections and a much lower cost-to-collect relative to distressed purchases.

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[MISSING IMAGE: bc_canatahistorical-4c.jpg]

United Kingdom

Our purchasing activity in the United Kingdom is focused primarily on utilities and telecom accounts as well as installment loans that are principally used to finance point-of-sale purchases. We believe we are the largest purchaser of nonperforming telecom and utilities receivables in the United Kingdom. We have not historically engaged in the larger bank credit card charge-off market, where competition has made available returns unattractive, but we believe there may be an opportunity to grow into this market as over-levered competitors have been under strain and have pulled back. Our platform offers debt purchase through JC International Acquisition, LLC, third-party contingency servicing capabilities through Creditlink Account Recovery Solutions Ltd. (“CARS”), consumer reconnection through ResolveCall Ltd. (“ResolveCall”) and legal recovery through Moriarty Law Limited (“Moriarty”). The majority of our third-party servicing business globally is in the United Kingdom, partly due to the ResolveCall and Moriarty businesses. This full set of capabilities creates a unique proposition for clients who are evaluating different debt recovery strategies and are looking to reduce their vendor footprint.

We estimate the 2024 annual TAM for the U.K. market of $6.8 billion based on the cumulative TAM of the asset classes listed below, which we have estimated based on estimated or reported outstanding balances and the percentage of write-offs. We estimate that the TAM for the U.K. market was $5.8 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 17.5%.

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	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Face Value			Charge-Off Ratio		Market Charge-Offs			2024 Face Value			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Consumer loans(1)		$	197.2		1.1%		$	2.1		$	209.6		0.4%		$	0.7		6.3%		(64.7)%
Telecom and utilities(2)(3)(4)			—		—%			1.6			—		—%			4.5		—		189.0%
Credit cards(1)			93.6		2.3%			2.1			93.1		1.7%			1.6		(0.6)%		(27.9)%
Total United Kingdom		$	290.8		2.0%		$	5.8		$	302.7		2.2%		$	6.8		4.1%		17.5%

“NM” — not meaningful

Note: All figures converted to USD at the exchange rate of $1.2966 per British pound as of March 20, 2025.

(1)

Source: Bank of England.

(2)

Source: Ofcom (Telecom) and Ofgem (Utilities).

(3)

Telecom figures reflect total consumer debt in arrears for January 2020 and June 2024.

(4)

Utilities figures reflect total electric & gas customer debt in arrears for Q4 2019 and Q4 2024; excludes water due to lack of available data.

We estimate our share of the U.K. market illustrated above to be approximately 3.9% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, an increase from our estimated share of 2.1% in 2019. We believe we are the market leader in the telecom and utilities market. We currently have a small share of the market for consumer loans or credit cards and believe we have a significant opportunity to grow our purchasing in those markets going forwards.

	2019 Full Year					2024 Full Year					2019 – 2024 Change
	Face Value Purchased			Share of TAM		Face Value Purchased			Share of TAM		% Face Value Purchased		Share of TAM
	($ in billions)
Consumer loans		$	0.0		0.9%		$	0.1		9.4%		250.5%		8.5%
Telecom and utilities			0.1		6.7%			0.2		4.3%		86.0%		(2.4)%
Credit cards			—		—%			0.0		0.3%		NM		0.3%
Total United Kingdom		$	0.1		2.1%		$	0.3		3.9%		115.4%		1.8%

“NM” — not meaningful

We have grown both organically and inorganically, with U.K. collections growing at a 46.2% compound annual growth rate to $39.4 million in 2024 from $5.9 million in 2019.

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We have three offices in the United Kingdom: London, Paisley and Basingstoke. As of March 31, 2025, we had 308.8 FTE dedicated to our U.K. business, which includes 31.4 FTE in Mumbai, India.

Historical Performance

The charts below summarize the U.K. portfolio performance since our entry in the U.K. market in 2009. Between 2009 and 2018, our purchasing was opportunistic as the competitive environment did not always provide consistent attractive returns. Beginning in 2019, we established our niche in telecom and utilities and point-of-sale installment loans, and we have extended our advantages in these asset classes through our acquisitions of ResolveCall and Moriarty. Our cumulative collections have consistently outperformed the original forecast, demonstrating the accuracy of our modeling and our ability to improve performance over time relative to the capabilities we have on initial forecast.

Latin America

Our principal Latin American markets are currently in Colombia, Peru and the Caribbean, where we have investment activity in the Bahamas, Barbados, Belize, the Dominican Republic, Jamaica, the Republic of Trinidad and Tobago and the Turks and Caicos Islands.

In December 2022, we acquired the nonperforming loan assets and certain legal entities of Refinancia, a Colombian purchaser and servicer with nonperforming loan purchase data covering approximately $2.0 billion in face value and a track record that extends back over 15 years.

In 2023, we also entered the Caribbean market by acquiring several legal entities with a back book of defaulted unsecured consumer loans serviced by third-party agencies from Pangea International Group (“Pangea”).

Because of the different national footprints, it is difficult to estimate the addressable markets across the whole of the Latin American region. In Colombia, our largest country exposure in Latin America, we estimate the 2024 annual TAM for the Colombian market of approximately $3.4 billion in estimated annual face value charged-off based on estimated or reported outstanding balances and past due loan book in 2024. We estimate that the TAM for the Colombian market was $1.8 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 88.1%.

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	2019 Full Year Market								2024 Full Year Market
				Estimated Annual								Estimated Annual					2019 – 2024 % Change
	2019 Face Value			Charge-Off Ratio		Market Charge-Offs			2024 Face Value			Charge-Off Ratio		Market Charge-Offs			Face Value		Charge-Offs
	($ in billions)
Total Colombia(1)(2)		$	37.7		4.7%		$	1.8		$	48.5		6.9%		$	3.4		28.6%		88.1%

Note: All figures converted to USD at the exchange rate of $0.00024 per Colombian peso as of March 20, 2025.

(1)

Source: Superintendencia Financiera de Colombia.

(2)

Face value reflects total consumer debt balance (excluding mortgages) and charge-off ratio reflects past due loan book at December 2019 and December 2024.

We estimate our share of the Colombian market illustrated above to be approximately 24.5% in aggregate based on the total face value of distressed or insolvent accounts we purchased in 2024, or $0.8 billion, after not having any market share in 2019, which was before we entered the Colombian market. We believe we are now the market leader in the Colombian market. In Colombia, most major credit grantors sell their non-performing accounts. We believe we have a significant opportunity to grow in Latin America by entering and developing the market for purchasing auto loans, telecom receivables or other asset classes, and by entering new Latin American markets going forwards.

2019 Full Year

2024 Full Year

2019 – 2024 Change

Face Value
Purchased

Share of TAM

Face Value
Purchased

Share of TAM

% Face Value
Purchased

Share of TAM

($ in billions)

Total Colombia

—

—%

0.8

24.5%

“NM” — not meaningful

While Latin America is our newest geographic market, we have grown this geographic market rapidly, with Latin America collections growing to $39.0 million in 2024 from $0.8 million in 2021, the year we entered the market.

We have one office in Latin America, in Bogotá, Colombia, and run most of our Latin American purchasing and collections through that office. As of March 31, 2025, we had seven FTE in that office that oversee purchasing operations, analytics and management of local third-party servicers.

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Historical Performance

The charts below summarize the Latin American portfolio performance since our data begins on Refinancia in 2014, including results from prior to our acquisition of its nonperforming loan assets and certain legal entities in 2022 and 2023.

[MISSING IMAGE: bc_latinamericahistori-4c.jpg]

Our Role Within the Market

Our debt purchasing activity plays an important role in the financial ecosystem, providing credit originators with liquidity through the sale of nonperforming consumer receivables. Many of these lenders are focused on originating credit and do not have the capabilities to effectively service underperforming assets. As such, they choose to rely on debt purchasers who possess the compliance track record, internal resources and operational expertise needed to successfully manage consumers throughout the collections process. The recovery of delinquent consumer debts that debt purchasing enables mitigates the impact that consumer credit costs would have on borrowing costs. Debt purchasing allows credit originators to focus on originating new credit and doing so based on more predictable credit costs and operationally manageable collection processes, a vital part of a healthy functioning financial ecosystem and supporting the fair access to credit for consumers.

We customize our strategy of acquiring receivables for each geography and asset class, including those asset classes that have traditionally been underserved by major debt purchasers. While the debt purchasing sector has historically focused on prime-originated large-balance credit card receivables, a unique element of our strategy has been our full spectrum approach across asset classes. For instance, in auto loans, we pursue opportunities in secured auto loans, unsecured deficiency balances and insolvencies, positioning ourselves as a partner and full spectrum solution provider rather than just a bidder on discrete pools of assets. Whereas Canaccede had never historically purchased outside of credit card receivables prior to our acquisition of the business in 2020, we now have three significant auto loan clients in Canada that we have purchased from in 2024 and 2025. We also have capabilities in smaller balance receivables, including smaller consumer installment loans, “buy now, pay later” loans, telecom and utilities receivables, and small balance credit card debt. Certain parts of the installment loan asset class we have focused on, such as “buy now, pay later,” other point of sale financings and fintech originated installment loans have grown more quickly than other asset classes. Whether competing directly with other debt purchasers or targeting niche, underserved asset classes, our investment thesis remains centered on unwavering discipline in adhering to our return thresholds. Our significant customer database amassed over 20 years, advanced machine learning and analytics capabilities enable us to model returns with a high degree of predictability, allowing us to price portfolios

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accurately and maintain a consistent, disciplined acquisition strategy. Our advantage in cost-to-collect has also allowed us to earn higher returns at the same pricing as other debt buyers with a higher cost-to-collect. We believe we provide significant value to our clients by helping them solve a diverse array of asset classes and geographies through a single counterparty.

Our Strengths

We believe that the following strengths have been essential to our success to date and will continue to be important in the future.

Strategic focus and leadership position in asset classes with large underlying markets and low penetration

We focus on consumer asset classes that are large and growing but underpenetrated by other large debt buyers. We have unique operational capabilities in each of our target asset classes and a substantial data advantage obtained through over 22 years of operational history, which provide a competitive advantage and create attractive pricing dynamics. Today, based on our experience, industry knowledge and analysis of publicly available reports, we believe we are the market leader in several asset classes in the United States, Canada and the United Kingdom including:

▪

the largest purchaser of nonperforming telecom receivables in the United States;

▪

the largest or second largest purchaser of both nonperforming and insolvent auto finance receivables in the United States;

▪

the largest or second largest purchaser of insolvent consumer receivables in the United States;

▪

the largest purchaser of both nonperforming and insolvent consumer receivables in Canada; and

▪

the largest purchaser of nonperforming telecom and utilities receivables in the United Kingdom.

There are important differences between successfully collecting a small balance nonperforming account, such as a telecom bill or a small balance credit card, and a prime-originated large-balance credit card. We believe our expertise in collecting these accounts effectively and compliantly, coupled with our low cost-to-collect, create significant barriers to entry and enhance our performance.

We also have the full set of capabilities to participate in transactions in more competitive markets such as prime large-balance credit card charge-offs, but we employ a disciplined investment approach driven by return targets to determine where to allocate capital, and we choose to focus on markets where we believe we can obtain higher risk-adjusted returns.

Superior analytics supported by proprietary “through-the-cycle” data

Since our inception over 22 years ago and through March 31, 2025, we have invested nearly $3.4 billion in portfolios with an original face value of approximately $79.2 billion, representing approximately 43 million unique consumers. We believe our significant data repository is very valuable since credit bureau data has lower predictive power for payment performance of consumers with nonperforming accounts. Our advanced pricing models stratify accounts based on hundreds of variables examined for predictive value, determine optimal collection strategy and accurately forecast liquidation rates and cost-to-collect expenses. The value of our data repository and analytics is demonstrated by our actual collections experience, which has a low standard deviation from our forecasts.

Long-standing relationships and contracted deployments with diverse and granular set of clients

We have forged both long-term and granular partnerships with our clients, including leading telecom and utilities providers and major auto finance originators. From January 1, 2022 through March 31, 2025, of our top 10 and 20 counterparties, five and 11 have been clients for five or more years, respectively, excluding the Conn’s Portfolio Purchase. In 2024 and in the three months ended March 31, 2025, we made 731 and 219 discrete purchases, respectively, averaging 61 and 73 transactions per month, respectively, with an average purchase size of $0.7 million and $0.8 million, excluding the Conn’s Portfolio Purchase, respectively. We position our platform to clients as a comprehensive solution provider as opposed to a transaction counterparty, and we emphasize our industry-leading compliance and regulatory practices. The strength of our relationships allows us to enter into forward flow agreements for as long as three years that we regularly renew, which lock in future deployments from existing clients and provide contractual and pricing certainty. As of March 31, 2025, we had $263.6 million of committed purchases through forward flow agreements.

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Track record of consistent, stable profitability

We have a long and consistent track record of operational execution and disciplined growth that spans our over 22-year history. We have successfully navigated a variety of market conditions and credit cycles and have continued to grow our collections through the combination of organic growth and the successful integrations of several strategic acquisitions. We have demonstrated the ability to generate reliable collections in both a strong economic climate as well as periods of economic stress. We have been profitable every year since inception. For the year ended December 31, 2024, we had net income of $128.9 million, compared to $111.5 million for the year ended December 31, 2023 and $87.6 million for the year ended December 31, 2022. For the three months ended March 31, 2025, we had net income of $64.2 million, compared to $32.9 million for the three months ended March 31, 2024. In addition, we had adjusted EBITDA of $242.1 million for the year ended December 31, 2024, compared to $168.2 million for the year ended December 31, 2023 and $129.5 million for the year ended December 31, 2022. We had adjusted EBITDA of $92.0 million for the three months ended March 31, 2025, compared to $53.9 million for the three months ended March 31, 2024.

Best-in-class operating efficiency

We have a long history of operational innovation, and our platform has been able to produce improving efficiency in collections despite our smaller overall scale and the fact that the average account balance in our portfolios is smaller than some of our key peers. Our cash efficiency ratio, which was 68.7% for the year ended December 31, 2024, as compared to ratios ranging from 54.2% to 58.9% for our two primary competitors. Our cash efficiency ratio was also higher than the cash efficiency ratios of our key competitors in each of the last five years. We believe our superior operating efficiency allows us to earn a higher level of profit than our competitors on equivalent purchases and allows us to continue to scale with increased profitability. A number of factors drive our platform’s efficiency outperformance, including our proprietary platform, our primarily outsourced variable expense structure and our co-sourced operation in Mumbai, India, which we believe helps produce a significant cost-to-collect advantage relative to competitors that maintain fixed cost U.S. based collection operations.

Competitive advantages from variable cost business model with proprietary collection capabilities

Our model is to outsource the aspects of the collections value chain that we view as commoditized or operationally intensive and do not produce a competitive advantage, such as running a large domestic call center. We instead seek to own the high value-add aspects of the purchasing and collection process, including performance data, extensive data analytical capabilities, technological capabilities and the collection processes and techniques that we believe create significant barriers to entry and competitive advantages. We believe competitors that maintain large domestic call centers are disadvantaged because they bear a significant fixed cost base and are not able to scale up and scale down deployments based on the market environment. By contrast, we have a variable cost structure. We scaled down deployments during 2020 and 2021 when the deployment market was weaker due to government stimulus packages, and we are scaling up significantly in recent years as the market opportunity has become significantly more favorable to us. In addition to our Mumbai collection center, we outsource other collections we believe to be commoditized to different agencies based on their particular competencies using our proprietary ValuTiers segmentation process to optimize our collections and reduce our cost-to-collect. These unique collection capabilities, paired with our proprietary technologies and business processes that help us analyze consumer information, sustain our efficiency advantage.

Conservative leverage and consistent cash flow provide strong debt servicing capabilities

We reported net income of $128.9 million and $64.2 million for the year ended December 31, 2024 and the three months ended March 31, 2025, respectively. Our adjusted cash EBITDA was $430.8 million and $210.6 million for the year ended December 31, 2024 and the three months ended March 31, 2025, respectively, and our leverage based on the ratio of our net debt to adjusted cash EBITDA was 2.17x as of March 31, 2025. Leverage at the end of 2024 increased temporarily as a result of the Conn’s Portfolio Purchase, which closed on December 3, 2024. For additional information regarding adjusted cash EBITDA, a non-GAAP financial measure, and our leverage, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” We have historically had, and continue to maintain, lower leverage than our peers. We view our low level of leverage to be a competitive advantage because it allows us to maintain the flexibility to expand deployments as market opportunities arise.

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Since we were founded, we have operated with conservative financial policies while delivering strong results. We have increased our leverage in the current market, as we believe the opportunities to deploy attractively have risen meaningfully over the year ended December 31, 2024. Despite our investments in growth, we continue to maintain lower leverage than our two primary competitors, whose reported leverage as of December 31, 2024 ranged from 2.6x to 2.9x.

Comprehensive focus on compliance and risk management centered around the consumer

Since our founding, we have emphasized a culture of compliance premised on treating consumers fairly and helping them achieve their financial goals. We believe our compliance investments and capabilities as well as our collaborative approach with both consumers and regulators positions us well as regulators continue to promote high standards for our industry. We aim to provide consumers sensible solutions and assist them as they return to financial health. This unrelenting focus on doing the right thing and treating consumers with compassion and respect is at the heart of our exemplary compliance track record, which we believe is an important differentiator when compared to other industry participants. Credit originators across our markets are highly sensitive to regulatory compliance issues and the care of their customers, and our reputation as a “safe pair of hands” allows us to win transactions in certain situations even if we do not offer the highest purchase price for their accounts.

Experienced, operationally focused management team

We have a highly qualified senior management team with a strong track record of executing effective, compliant and innovative collection strategies. Our Chief Executive Officer, David Burton, with over 30 years of experience in the debt recovery industry, founded Jefferson Capital in 2002 and has been integral to our strategy, operations and success. Our team has experience across economic cycles and understands how to navigate changing market conditions. Throughout the organization, we have a culture of performance that is based upon decades of industry experience among the senior management team.

Our Growth Strategy

Our revenue and net income have grown at a 24.7% and 42.0% compound annual growth rate from the year ended December 31, 2019 to the year ended December 31, 2024, respectively. We have grown both our revenue and our net operating income every year since 2013. We have managed to produce consistent historical growth despite changing deployment environments in many of our core markets by expanding our geographies, including the acquisition of Canaccede in Canada and by acquiring the assets and certain entities of Refinancia in Colombia. At the same time, we have also produced significant organic growth in our deployment volumes, particularly in our core U.S. market.

We believe there are organic and inorganic opportunities for growing our ERC, revenues and net income from both new and existing clients. We estimate that the TAM in our asset classes in the United States was approximately $167.8 billion in 2024, relative to our purchased face value of $6.9 billion or 4.1% of our TAM. We estimate that our TAM in Canada, the United Kingdom and Colombia was an additional $5.1 billion, $6.8 billion and $3.4 billion, respectively, and our purchased face value in these markets was 24.6%, 3.9% and 24.5% of our TAM in 2024. See “—Our Markets” for further information on the calculation of our TAM.

We may be required to seek additional capital in order to fund our multifaceted growth strategy. For example, we may make additional borrowings under the Revolving Credit Facility, enter into other credit or financing agreements or sell additional securities. If we decide to fund our growth strategy with equity securities, our stockholders may experience significant dilution.

We believe the below factors position us well to increase our ERC, revenues and net income and enhance our position as a market leader in our core asset classes.

Rising nonperforming loans market-wide

According to the Federal Reserve Bank of St. Louis, the 30+ delinquency rate on consumer loans at U.S. commercial banks has risen sequentially since the third quarter of 2021 and as of December 31, 2024, stood at 2.75%, the highest level since the third quarter of 2012. Similarly, charge-offs on U.S. consumer loans at commercial banks have followed delinquencies higher and as of December 31, 2024, stood at 2.98%, the

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highest level since the third quarter of 2011 based on the same data. The trend towards higher levels of delinquency has come despite consistently low levels of unemployment, which stood at 4.2% at March 31, 2025, up modestly from 3.7% at December 31, 2023 and 4.1% at December 31, 2024 according to the Bureau of Labor Statistics. On September 30, 2024, the “on-ramp” for student loan repayments ended and missed payments on the $1.5 trillion of federal government student loans started to be reported to credit bureaus and sent to collections for the first time in four and a half years, further straining finances for consumers who may also have other loan obligations. Given the trend towards a rising proportion of loans in early stage delinquency, we believe more loans will continue to ultimately roll to charge-off, and this will increase the number of charged-off loans that our clients will look to sell. We believe the opportunity to grow our deployments and ERC has been rising. At the same time, as the amount of nonperforming loans for sale rises, we believe pricing has typically declined and returns have risen, and recent deployments have been underwritten at higher risk-adjusted returns than our older vintages. We believe we have ample financial capacity to take advantage of this potential market opportunity.

Drive deployment growth through operating efficiencies of our proprietary digital technologies

We have developed an innovative and proprietary digital collections platform that automates standardized administrative or repetitive tasks while providing consumers with direct and immediate communication in a personal and non-intrusive manner that offers a more convenient payment method. The platform also reduces our reliance on traditional communication methods such as mail and direct calls, which further lowers our cost-to-collect and increases our net income. Our digital collections environment exemplifies our consumer-centric approach to client service by reaching consumers who prefer to interact with us online or digitally. This technology infrastructure also allows us to more precisely identify customer behavioral patterns. These insights enable us to digest new predictive data and adapt to changing macro-economic circumstances to more quickly refine our predictive models for new purchase pricing, fine-tune our deployment and pricing strategies or to change our collection strategies. Our technology infrastructure enables us to implement changes across our organization in an expedited fashion. We believe these factors contribute to our ability to produce higher returns than our publicly traded competitors and grow our market share, including our market share in asset classes where our peers focus.

Add new clients in our core markets in the United States and Canada

Our business development team has successfully grown our deployments for many years by adding new clients, retaining our core clients and increasing the range of asset classes that clients generally sell to us. In 2023, we added 32 new clients, in 2024, we added 14 new clients and in the three months ended March 31, 2025, we added four new clients. During this time, we also saw substantial increases in volumes from many existing clients. Some of our new clients are first time sellers that previously retained and collected their own charged-off accounts. These relationships typically begin with us making smaller purchases; however, as our clients become more familiar with our capabilities, compliance, and professionalism, there is greater potential for substantially higher purchase volume. In other instances, we gain new clients that previously sold their accounts to peer debt buyers. We increasingly find that our efficiency and our demonstrated lower cost-to-collect allows us to be competitive with larger debt buyers in the large-balance credit card market in which they focus while maintaining our target return requirements.

Leverage our data and collection capabilities across a variety of asset class focus in Canada, the United Kingdom and Latin America

Unlike some of our peers, we pursue nonperforming loan purchase opportunities across a wide variety of asset classes beyond credit cards and in both insolvency and distressed receivables. We believe we have for a long time been a leader in the United States in several of those asset classes. When we acquired Canaccede in 2020, Canaccede’s business was mainly comprised of purchasing credit cards and personal loans. Based in part upon our experience in the United States, we have now expanded our Canadian business into purchasing, among other things, secured auto loans, telecom receivables and utility receivables. In 2019, we similarly started to focus heavily on telecom and utilities purchases in the United Kingdom and are now a market leader in the United Kingdom. Based upon our leadership in the Canadian and U.S. insolvency markets, we decided to launch insolvency purchasing in the United Kingdom in 2023. In the Caribbean, we began purchasing credit cards and personal loans in 2023, and we are expanding our purchasing to include secured loans as well. We believe our experience and success in purchasing certain asset classes in the United States will allow us to grow our market share in similar asset classes in other geographies.

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Expand performing or semi-performing loan purchasing in the United States

We have historically entered new asset classes opportunistically where we believe returns will be attractive, the underlying market is large, and we are able to develop a competitive moat through better data and collection strategies. We believe performing consumer loans with credit deterioration, a high degree of credit risk or that require significant focus on servicing offer such an opportunity and one for which our skill set is particularly well-suited. During 2022 and 2023, we selectively purchased pools of performing loans where there was some level of credit deterioration or related risk, because our experience in handling more seriously delinquent nonperforming loans provided the skills and strategies to successfully acquire and service the semi-performing asset class. The Conn’s Portfolio Purchase in 2024 reflected a significant expansion of this strategy. Because the cash flows emanating from performing loans or semi-performing loans are much greater than they are for non-performing loans on a relative basis, and the cost of collecting these assets are substantially less, the market size for performing loans can represent a significant expansion from the non-performing loan market. We believe that there will be the opportunity to purchase other portfolios that contain a mix of performing and non-performing loans and having the capability to evaluate and purchase and service both together, and an ability to manage performing loans that become non-performing where there is an elevated credit risk, will be a competitive advantage.

Organically enter new adjacent geographic markets in Latin America

We entered the Colombian market in 2021 through a purchase alongside Refinancia, as a partner, from a significant global bank that was also our client in a separate geography. We scaled our presence in Colombia by acquiring the assets and certain entities of Refinancia in 2022 and 2023, which expanded our purchasing and client relationships in the Colombian market. In 2023, we began purchasing in Peru and the Caribbean. Existing clients have expressed interest in selling portfolios to us in the following markets: Mexico, Chile, Panama and Costa Rica. We believe this interest is indicative of the attractiveness of our platform as compared to local competitors, such as cost of funds, financial capacity and operational compliance disciplines. Given increased interest in our platform in Latin America, we believe we could create a more substantive Pan-Latin America platform over time.

Acquire a European platform at an attractive entry price

Because of the financial distress that a handful of major European platforms are undergoing due to overleverage and years of poor performance, there has been a level of dislocation in European capital markets for non-performing loan purchasers, which may create an opportunity to acquire a stronger platform that has been impacted by the dislocation. Based on publicly disclosed financial reports, two of the largest platforms are reported to have become increasingly unprofitable and are in the midst of publicly announced debt restructurings, which has resulted in much higher bond yields across the European market. While we do not have any binding agreements or commitments to do so, we believe there could be a possibility in the future to acquire the assets of such a European platform at an attractive entry price, which would allow us to expand our business further into continental Europe.

Enter the high street bank market in the United Kingdom

We may have the opportunity to purchase from the British high street banks because other competitors that have experienced financial distress have pulled back in this market. We believe our competitors’ exits have created more favorable pricing in the market and allow for higher returns than have been available historically. Should the competitive market change to the extent that returns meet our requirements, we could access the much larger U.K. bank market, allowing us to expand beyond the telecom and utilities and installment loans markets in which we currently participate.

Our Clients

We purchase portfolios of nonperforming loans through either single portfolio purchases, referred to as spot sales, or through the pre-arranged agreement to purchase multiple portfolios at regular intervals, referred to as forward flow sales. Under a forward flow contract, we agree to purchase statistically similar nonperforming loan portfolios from credit grantors on a periodic basis at a pre-negotiated price over a specified time period, generally from six months to as long as three years for some of our clients. We regularly renew our forward flow contracts with our long-time clients. As of March 31, 2025, we had $263.6 million of total committed forward flows.

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We benefit from a long-term client base with whom we have forward flow agreements in place that regularly renew. We seek to form strategic relationships with clients and engage in regular dialogue with their senior executives in order to identify additional opportunities to enhance their goals. We continuously improve our cost-to-collect and build a “moat” around the client relationship that we believe would be very difficult for any new entrant to replicate. As of March 31, 2025, we have had a relationship of over five years with five of our top 10 clients, excluding Conn’s.

We also manage an active pipeline of new clients and utilize extensive marketing efforts to realize new purchasing opportunities. Over the last six years, we have experienced significant growth in our purchases in terms of both dollar amount and the number of sellers, adding over 120 new clients between 2018 and March 31, 2025.

As we pursue nonperforming loan purchase opportunities across a wide variety of asset classes and pursue relationships with originators of all sizes, we believe our purchasing and client relationships are less concentrated than those of our key competitors, who tend to focus on fewer asset classes and primarily on large purchases. For the period beginning January 1, 2022 and ending March 31, 2025, excluding the Conn’s Portfolio Purchase, our top five counterparties accounted for 33.8% of purchases with the top counterparty accounting for 8.8% of total purchase volume for that period. In 2024 and in the three months ended March 31, 2025, we made 731 and 219 discrete purchases, respectively, averaging 61 and 73 transactions per month, respectively, with an average purchase size of $0.7 million and $0.8 million, excluding the Conn’s Portfolio Purchase, respectively. We have forged long-term partnerships with major financial institutions, major telecom companies and many smaller niche originators. In the year ended December 31, 2024 and the three months ended March 31, 2025, we added 14 and four new clients, respectively, in addition to seeing substantial increases in volumes from many existing clients. In addition to our forward flows with long-time clients where we derive the vast majority of our purchases, we also actively participate in bidding for new purchases of nonperforming loan portfolios through auctions and negotiated sales.

Our Operations

Our operational strategy is to create differentiated capabilities that provide a competitive advantage while outsourcing the activities that we believe are commoditized and operationally intensive. These capabilities include the data and analytical capabilities, master servicing capabilities, technology and digital collection capabilities, and legal collections as well as other unique or differentiated collection capabilities for a given market.

We utilize external servicing resources, including both collection agencies and external law firms, more than some of the other major nonperforming loan purchasers because of the operational flexibility and the competitive performance dynamics they provide. By having less overhead and a higher proportion of variable costs, we believe we are more disciplined on pricing than our peers and are able to refrain from purchasing at returns below our thresholds. We believe our peers may feel more pressure to purchase at lower returns in order to support a larger fixed cost base comprised of much larger internal call center and internal legal channel operations. Because our operating model is flexible and scalable based on variable operating expenses, we can scale upward and downward as needed depending on supply conditions in the deployment market. Managing external servicers and resources is a core competency. We employ a rigorous onboarding process, with an emphasis on compliance and risk management through CMS, we have active oversight of the operations and performance, and we can and do shift our placements if we find performance is lagging or because an external vendor, like a law firm or agency, will not be able to meet our stringent compliance standards.

Asset Diversification

We have expertise and historical data in under-penetrated asset classes where others lack robust historical performance that give us a competitive advantage in pricing and implementing collection strategies. Our asset classes are very diversified in the United States and the United Kingdom. We have achieved consistently high multiples of investment across all core asset classes. The below chart shows our asset diversification in the United States, Canada, the United Kingdom and Latin America as of March 31, 2025:

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Our Business Lines

The chart below presents an overview of our collection channels for the year ended December 31, 2024 for each of our geographic locations or segments:

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Distressed Business Line

The Distressed business line (“Distressed”) is our largest business line and represents the purchase, collection and servicing collection of nonperforming consumer loans. The vast majority of distressed accounts that we purchase have been charged-off for reason of delinquency. However, we have also purchased accounts that are considered to be performing but that have elevated credit risk, which we can purchase at a significant discount to face value. The Conn’s Portfolio Purchase included both accounts that were charged-off and accounts that are considered to still be performing though with elevated credit risk, and we consolidated that purchase into our Distressed business line.

Since inception and through March 31, 2025, we have invested approximately $2.3 billion in portfolios with original face value of approximately $70.5 billion of distressed receivables with a strategic focus on underpenetrated asset classes, including consumer installment loans, telecom receivables, auto finance loans, utilities, and small balance credit card receivables. We believe we possess robust historical performance data that other competitors lack in each of these asset classes.

Insolvency Business Line

In our Insolvency business line, we purchase and service insolvency accounts that are filed under Chapter 7 or Chapter 13 of Title 11 of the United States Code (as amended, the “U.S. Bankruptcy Code”), or under equivalent insolvency statutes in Canada and the United Kingdom. Accounts in an insolvency typically obtain payment plans that generally range from three to five years in duration. We purchase accounts that are at any stage in the bankruptcy plan life schedule. Portfolios acquired close to the filing of the bankruptcy plan

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will generally take months to generate cash flow, while aged portfolios acquired years after the plan filing will typically generate immediate cash flows. Non-U.S. insolvency accounts may have some slight differences but generally operate in a similar manner. In Canada, we purchase consumer proposal, consumer credit counseling and bankrupt accounts. We recently commenced purchasing portfolios of insolvent accounts in the United Kingdom, which are referred to as Individual Voluntary Arrangements.

Since inception and through March 31, 2025, we have invested approximately $1.1 billion in portfolios with original face value of approximately $8.8 billion in insolvency purchases. We are able to manage all bankruptcy chapters in all states and territories and purchase in all secured and unsecured asset classes except for mortgages. We believe we are part of a very small subset of companies that buys consumer bankruptcy claims and part of an even smaller subset that buys secured consumer bankruptcy claims. Because we buy both secured and unsecured loans across the credit spectrum, we believe creditors prefer to work with us as they do not have to engage multiple vendors, which may require lengthy and complicated on-boarding and may increase cost and risk. In addition to the purchase of portfolios of insolvent loans, we provide fee-based services including third-party servicing of bankruptcy accounts in the United States and Canada.

Our Focus on Compliance

We believe our compliance track record is one of the best in the industry. Since our founding in 2002, investments in people and processes to ensure ongoing legal and regulatory compliance, coupled with a culture that promotes doing the right thing for consumers, have provided a key commercial competitive advantage in winning new business from reputation sensitive credit originators, financial institutions and service providers. Our success is rooted in our history of compliance. Since 2012 through March 31, 2025, we have engaged in approximately 1,400 compliance requests and audits by clients and regulators. We successfully completed 141 and 44 such requests and audits for the year ended December 31, 2024 and the three months ended March 31, 2025, respectively, and we have never failed a regulatory audit in our 22-year history.

By centering our business around treating the consumer fairly in all of our operations, and through the use of proprietary technology and experienced associates to promptly and efficiently resolve consumer inquiries, we believe we are able to provide a better customer experience and better responsiveness to consumer concerns than other large industry participants. These outcomes have been viewed favorably by both the institutions from whom we acquire accounts and by our regulators.

Recent Developments

8.250% Senior Notes due 2030

On May 2, 2025, Jefferson Capital Holdings, LLC completed an offering (the “2030 Notes Offering”) of $500.0 million aggregate principal amount of 8.250% senior notes due 2030 (the “2030 Notes”) under an indenture (the “2030 Notes Indenture”), dated as of May 2, 2025, among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2030 Notes is payable semiannually on May 15 and November 15 of each year, commencing on November 15, 2025. The 2030 Notes mature on May 15, 2030. For additional information on material terms, see “Description of Certain Indebtedness — 8.250% Senior Notes due 2030.”

Summary Risk Factors

Investing in our common stock involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:

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A deterioration in the economic or inflationary environment in the countries in which we operate could have an adverse effect on our business and results of operations.

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We may not be able to continually replace our nonperforming loans with additional portfolios sufficient to operate efficiently and profitably, or we may not be able to purchase nonperforming loans at appropriate prices.

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We may not be able to collect a sufficient amount from our nonperforming loans to fund our operations.

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Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.

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We outsource and offshore certain activities related to our business to third parties. Any disruption or failure of these third parties to provide these services could adversely affect our business operations, financial condition and reputation.

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Disruptions at our co-sourced operation in Mumbai could adversely impact our business.

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Goodwill impairment charges could negatively impact our net income and stockholders’ equity.

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Our loss contingency accruals may not be adequate to cover actual losses.

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Solicitors of Moriarty, our wholly-owned law firm subsidiary in the United Kingdom, could act outside our interests and/or regulatory bodies to which such law firm subsidiary and its solicitors are subject could take enforcement action or impose sanctions that could impact our business, financial condition and results of operations.

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Our expected collections from the Conn’s Portfolio Purchase may not be realized, or our expenses from the FTE that were formerly employed by Conn’s may be higher than we anticipated, which may adversely impact our financial results.

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Our international operations expose us to risks, which could harm our business, financial condition and results of operations.

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We may experience losses on portfolios consisting of new asset classes of receivables or receivables in new geographies due to our lack of collection experience with these receivables, which could harm our business, financial condition and results of operations.

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Compliance with complex and evolving international and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions.

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Evolving regulation, particularly in Latin America, where the regulatory environment is less restrictive with respect to the use of certain new technologies and where new collection capabilities are tested before broader adoption across our business, could adversely affect our business, financial condition and results of operations.

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Our ability to collect and enforce our nonperforming and performing loans may be limited under federal, state and international laws, regulations and policies.

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The regulation of data privacy in the United States and globally, or an inability to effectively manage our data governance structures, could have an adverse effect on our business, financial condition and results of operations by increasing our compliance costs or decreasing our competitiveness.

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We are dependent on our data gathering systems and proprietary consumer profiles, and if access to such data was lost or became public, our business could be materially and adversely affected.

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A cybersecurity incident could damage our reputation and adversely impact our business and financial results.

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The underperformance or failure of our information technology infrastructure, networks or communication systems could result in a loss in productivity, loss of competitive advantage and business disruption.

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We may not be able to adequately protect the intellectual property rights upon which we rely and, as a result, any lack of protection may diminish our competitive advantage.

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Our use of machine learning and AI technologies could adversely affect our products and services, harm our reputation, or cause us to incur liability resulting from harm to individuals or violation of laws and regulations or contracts to which we are a party.

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We expect to use leverage in executing our business strategy, which may have adverse consequences.

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We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.

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The JCF Stockholders (as defined below) control us, and their interests may conflict with ours or yours in the future, including matters that involve corporate opportunities.

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will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.

Our Corporate Information

We were initially formed on November 12, 2024 as a Delaware corporation, for purposes of becoming the issuer in this offering. Our principal executive offices are located at 600 South Highway 169, Suite 1575, Minneapolis, Minnesota 55426, and our telephone number is (320) 229-8505. Our corporate website address is www.jcap.com. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this prospectus or the registration statement of which it forms a part. We have included our website in this prospectus solely as an inactive textual reference.

The Reorganization

Jefferson Capital, Inc., a Delaware corporation, was formed in connection with this offering and is the issuer of the common stock offered by this prospectus. Prior to this offering, our business operations have generally been conducted through Jefferson Capital Holdings, LLC and its subsidiaries. JCAP TopCo, LLC is a holding company and the direct parent of Jefferson Capital Holdings, LLC. Following a series of transactions that we will engage in immediately prior to the completion of this offering, which we refer to collectively as the “Reorganization,” Jefferson Capital, Inc. will become a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which will remain a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. will also succeed to federal NOLs, state NOLs and tax credit carryforwards under Section 381 of the Code as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC following the Reorganization and this offering, Jefferson Capital, Inc. will operate and control all of the business and affairs, and consolidate the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries.

As a result of the Reorganization and after giving effect to the completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus:

▪

the investors in this offering will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders);

▪

the JCF Stockholders will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders);

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the Management Stockholders will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders); and

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the Former Canaccede Stockholders will collectively own % of the outstanding shares of our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders).

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in an aggregate of 50,000,000 shares of our common stock being issued in exchange for such Class A Units and Class C Units. In addition, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, an aggregate of shares of common stock will be issued in exchange for the 27,937,232 Class B Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization, resulting in a total of shares of common stock outstanding immediately after the Reorganization and before giving effect to this offering.

The number of shares of common stock that the Management Stockholders will collectively receive pursuant to the Reorganization will be based in part on the value that Management Invest LLC would have received under the distribution provisions of the limited liability agreement of JCAP TopCo, LLC, with shares of our common stock valued by reference to the ultimate initial public offering price of shares of common stock in this offering. Specifically, of the shares of common stock to be issued to the Management Stockholders in the Reorganization, shares will be issued in respect of Class B Units of Management Invest LLC (which correspond to Class B Units of JCAP TopCo, LLC) that are “in- the-money” but remain subject to certain vesting conditions specified in individual award agreements. These shares will be issued as restricted stock either with the same time-based vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization or, if such corresponding Class B Units had performance vesting requirements, with a three year time-vesting requirement. If the vesting conditions of the restricted stock are not satisfied, such restricted stock will be forfeited and canceled. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.”

Organizational Structure

The following chart illustrates our simplified structure following the Reorganization and this offering, assuming an initial public offering price of $ per share of common stock, which is the midpoint of the price range set forth on the cover page of this prospectus, and assuming no exercise of the underwriters’ option to purchase additional shares of our common stock. The chart is provided for illustrative purposes only and does not represent all legal entities affiliated with us, or our obligations.

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(1)

Issuer of the 2026 Notes, 2029 Notes and 2030 Notes.

(2)

CL Holdings, LLC, Jefferson Capital Systems, LLC, JC International Acquisition, LLC and CFG Canada Funding, LLC, four of our operating subsidiaries, are the Borrowers under the Revolving Credit Facility. For further information, see “Description of Certain Indebtedness — Revolving Credit Facility.”

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Our Sponsor

J.C. Flowers is a leading private investment firm dedicated to investing globally in the financial services industry. Founded in 1998, J.C. Flowers has invested more than $18 billion of capital in 70 portfolio companies in 18 countries across a range of industry subsectors including banking, insurance and reinsurance, securities firms, specialty finance, and services and asset management. With approximately $5 billion of assets under management, J.C. Flowers has offices in New York and London.

J.C. Flowers acquired a majority equity interest in the Jefferson Capital business in 2018. Since then, we have maintained a strong and constructive relationship with J.C. Flowers, who has continued to hold a controlling interest in our business through its affiliated funds. Three of the seven members of our board of directors are also affiliated with J.C. Flowers.

Immediately following this offering, the JCF Stockholders, some of whom are selling stockholders in this offering, will together control approximately % of the voting power of our outstanding common stock (or % if the underwriters exercise in full their option to purchase additional shares from the selling stockholders). As a result, the JCF Stockholders will continue to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our amended and restated certificate of incorporation and amended and restated by-laws and the approval of any merger or sale of substantially all of our assets.

Because the JCF Stockholders will control more than 50% of the voting power of our outstanding common stock, we will be a “controlled company” under the corporate governance rules for the Nasdaq. Therefore, we will be permitted to elect not to comply with certain corporate governance requirements. See “Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — We expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.”

In addition, in connection with the completion of this offering, we intend to enter into a stockholders agreement with the JCF Stockholders (the “Stockholders Agreement”), which will provide the JCF Stockholders the right to designate a certain number of nominees for election to our board of directors and certain committee nomination rights for so long as the JCF Stockholders (including their permitted transferees under the Stockholders Agreement) beneficially own a specified percentage of our outstanding common stock. See “Certain Relationships and Related Party Transactions — Stockholders Agreement.”

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

▪

we will present in this prospectus only two years of audited consolidated financial statements, plus any required unaudited consolidated financial statements, and related management’s discussion and analysis of financial condition and results of operations;

▪

we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

▪

we will provide less extensive disclosure about our executive compensation arrangements; and

▪

we will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

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The Offering

Common stock offered by us

shares.

Common stock offered by the selling stockholders

shares (or shares if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders).

Option to purchase additional shares
of common stock from the selling stockholders

The underwriters have an option to purchase up to an aggregate of additional shares of our common stock from the selling stockholders at the initial public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Common stock to be outstanding after this offering

shares.

Use of proceeds

The principal purposes of this offering are to increase our capitalization and financial flexibility, facilitate an orderly distribution for the selling stockholders, create a public market for our common stock and enable access to the public equity markets for us and our stockholders. We expect to use approximately $ million of the net proceeds from this offering to repay outstanding borrowings under the Revolving Credit Facility and intend to use the remaining net proceeds from this offering for general corporate purposes, including to fund our growth, technology development, working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds and/or future borrowings under the Revolving Credit Facility to acquire complementary businesses, products, services or technologies, however, we do not have agreements or commitments for any material acquisitions or investments at this time. We will have broad discretion in the way that we use the net proceeds of this offering. We will not receive any proceeds from the sale of shares of common stock offered by the selling stockholders, including upon the sale of shares of our common stock by the selling stockholders if the underwriters exercise their option to purchase additional shares of our common stock.

See the sections titled “Principal and Selling Stockholders” and “Use of Proceeds” for additional information.

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Controlled company

Immediately following this offering, we expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq, as the JCF Stockholders will together have more than 50% of the voting power for the election of directors. See the section titled “Principal and Selling Stockholders.” Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the listing date, (i) we have a board of directors that is composed of a majority of independent directors and (ii) we have a compensation committee that consists entirely of independent directors. Following this offering, we intend to elect not to comply with such corporate governance requirements. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See the section titled “Management — Controlled Company Status.”

Dividend policy

We currently intend to pay quarterly cash dividends of $ per share on our common stock beginning in the quarter of 2025, representing an initial amount of approximately $ million per quarter, although any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. See “Dividend Policy.”

Directed Share Program

Listing

We have applied to list our common stock on the Nasdaq, under the symbol “JCAP.”

Risk factors

See “Risk Factors” beginning on page 35 for a discussion of factors you should carefully consider before deciding to invest in our common stock.

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The number of shares of our common stock to be outstanding after this offering is based on shares of our common stock outstanding as of , 2025, after giving effect to the Reorganization, and based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. Such number excludes:

▪

shares of restricted stock, which, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, will be issued in respect of certain profits interests held by executive officers, directors and employees that will be cancelled in connection with the Reorganization and this offering; and

▪

shares of our common stock issuable upon the exercise of stock options we expect to grant in connection with the Reorganization and this offering in respect of certain profits interests that are out-of-the-money at the initial public offering price, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, to certain executive officers, directors and employees under our 2025 Incentive Award Plan (the “2025 Plan”), which will become effective in connection with this offering, at an exercise price equal to the distribution threshold of the out-of-the-money Class B Units multiplied by the exchange ratio;

▪

remaining shares of our common stock reserved for future issuance under our 2025 Plan (after giving effect to the issuance of the options described above). Such number also excludes any shares that become issuable pursuant to provisions in the 2025 Plan that automatically increase the share reserve under the 2025 Plan. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.”

Unless otherwise indicated, all information contained in this prospectus, including the number of shares of our common stock that will be outstanding after this offering, assumes or gives effect to:

▪

the completion of the Reorganization;

▪

the filing and effectiveness of our amended and restated certificate of incorporation and adoption of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering;

▪

an initial public offering price of $ per share of our common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

▪

no exercise by the underwriters of their option to purchase up to additional shares of our common stock from the selling stockholders.

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Summary Consolidated Financial and Operating Information

The following tables present our summary consolidated historical financial data as of and for the periods ended on the dates indicated below. The summary consolidated statements of operations data and cash flow data for the years ended December 31, 2024 and 2023 and the summary consolidated balance sheet data as of December 31, 2024 and 2023 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated statements of operations data and cash flow data for the three months ended March 31, 2025 and 2024 and the summary consolidated balance sheet data as of March 31, 2025 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. In our opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited financial statements and contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. The summary consolidated statements of operations data and cash flow data for the years ended December 31, 2022, 2021, 2020 and 2019 and summary consolidated balance sheet data as of December 31, 2022, 2021, 2020 and 2019 are derived from our consolidated financial statements and related notes not included in this prospectus. The presentation of our consolidated historical financial data below includes the results of Canaccede Financial Group, which we acquired on March 9, 2020, with an effective date of February 29, 2020.

Our historical results are not necessarily indicative of results that may be expected in the future. You should read these data together with our financial statements and related notes appearing elsewhere in this prospectus and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions, except share and per share data)
Consolidated Statements of Operations Data:
Revenues:
Total portfolio revenue		$	142.3		$	91.3		$	395.9		$	293.6		$	235.5		$	209.8		$	178.0		$	130.3
Credit card revenue			1.9			2.2			8.3			8.8			9.6			10.2			9.3			3.5
Servicing revenue			10.7			6.4			29.1			20.7			23.2			12.7			13.3			9.9
Total revenues		$	154.9		$	99.9		$	433.3		$	323.1		$	268.3		$	232.7		$	200.6		$	143.6
Provision for credit losses		$	0.5		$	0.8		$	3.5		$	3.5		$	3.4		$	8.7		$	15.1		$	8.5
Operating expenses:
Salaries and benefits		$	14.0		$	11.1		$	48.1		$	36.5		$	33.6		$	28.5		$	25.8		$	21.1
Servicing expenses			42.8			31.8			130.9			101.7			88.3			93.6			82.1			58.2
Depreciation and amortization			1.6			0.6			2.6			2.4			2.6			2.5			2.3			1.2
Professional fees			2.2			1.9			11.4			6.8			6.4			5.5			5.4			2.6
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Other selling, general and administrative			4.3			1.8			8.8			8.1			7.7			5.7			5.2			3.6
Total operating expenses		$	65.1		$	47.2		$	209.5		$	155.5		$	138.6		$	135.8		$	120.9		$	86.7
Net operating income		$	89.3		$	51.9		$	220.3		$	164.1		$	126.3		$	88.3		$	64.6		$	48.5
Other income (expense):
Interest expense			(24.8)			(17.2)			(77.2)			(48.1)			(29.3)			(36.3)			(34.7)			(26.1)
Foreign exchange and other income (expense)			2.5			0.1			(5.5)			4.6			(0.9)			(0.3)			—			—
Total other income (expense)		$	(22.3)		$	(17.1)		$	(82.7)		$	(43.5)		$	(30.2)		$	(36.6)		$	(34.7)		$	(26.1)
Income before income taxes		$	67.0		$	34.8		$	137.6		$	120.6		$	96.1		$	51.7		$	29.9		$	22.4
Provision for income taxes			(2.8)			(1.9)			(8.7)			(9.1)			(8.3)			(5.5)			(3.3)			—
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Net income attributable to Jefferson Capital Holdings, LLC		$	64.2		$	32.9		$	128.9		$	111.5		$	87.6		$	46.2		$	26.6		$	22.4
Per Unit/Share Data(1):
Pro forma net income per share attributable to common stockholders(2)
Basic		$
Diluted		$
Pro forma weighted-average common shares outstanding(2)
Basic
Diluted
Pro forma adjusted net income per share attributable to common stockholders(2)(3)
Basic		$
Diluted		$

(1)

The historical earnings per unit are not meaningful or comparable because, prior to the Reorganization, Jefferson Capital Holdings, LLC was a single member limited liability company. Accordingly, earnings per unit are not presented.

(2)

Pro forma net income per share attributable to common stockholders, pro forma weighted average common shares outstanding, and pro forma adjusted net income per share attributable to common stockholders each give effect to (i) the Reorganization and (ii) the sale by us of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, in each case as if such event had occurred on January 1, 2024. See “Unaudited Pro Forma Consolidated Financial Information” for more information.

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(3)

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities		$	51.7		$	35.4		$	168.2		$	120.2		$	96.2		$	55.8		$	47.9		$	26.5
Net cash provided by (used in) investing activities			(56.2)			(65.5)			(542.4)			(403.4)			(139.3)			75.4			15.2			(69.1)
Net cash provided by financing activities			(0.5)			25.2			388.8			289.9			28.6			(149.0)			(20.1)			41.8
Exchange rate effects on cash balances held in foreign currencies			(2.8)			(1.7)			3.0			(1.2)			(0.7)			(0.5)			0.8			—

	As Of MARCH 31,			As of December 31,
	2025			2024			2023			2022			2021			2020			2019
	(in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents and restricted cash		$	30.4		$	38.2		$	20.6		$	15.2		$	30.2		$	48.5		$	4.6
Investments in receivables, net			1,561.6			1,497.7			984.5			580.0			459.6			544.6			472.3
Total assets			1,715.7			1,654.3			1,115.4			691.7			593.3			692.8			545.6
Notes payable, net			1,212.0			1,194.7			770.9			445.6			367.8			473.6			401.3
Total liabilities			1,281.0			1,271.8			811.8			476.9			393.6			502.4			412.7
Total equity			434.6			382.5			303.6			214.8			199.7			190.4			132.9
Noncontrolling interest			—			—			—			0.4			0.3			—			—

Key Business Metrics and Non-GAAP Financial Measures

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions, except for ratio data)
ERC(1)		$	2,837.9		$	2,005.3		$	2,744.5		$	1,924.1		$	1,199.6		$	1,045.9		$	1,102.0		$	880.1
Deployments(2)		$	175.2		$	101.4		$	723.3		$	530.9		$	269.5		$	156.5		$	148.6		$	164.1
Collections(3)		$	260.9		$	127.2		$	584.6		$	431.0		$	382.4		$	449.3		$	381.5		$	226.7
Net debt(4)		$	1,197.3		$	801.0		$	1,172.6		$	766.9		$	441.4		$	361.5		$	442.0		$	400.9
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Adjusted net income(5)		$	62.9		$	34.2		$	153.6		$	108.6		$	89.3		$	47.6		$	28.8		$	23.7
Adjusted EBITDA(6)		$	92.0		$	53.9		$	242.1		$	168.2		$	129.5		$	91.9		$	69.1		$	50.9

Note: Effective January 1, 2022, Jefferson Capital Holdings, LLC prospectively adopted the following accounting standards: (i) ASU 2016-02, “Leases (Topic 842) Section A — Leases: Amendments to the FASB Account Standards Codification,” and (ii) ASC 326 — Financial Instruments — Credit Losses (“ASC 326”), commonly referred to as the Current Expected Credit Loss (“CECL”) standard. Due to the difference in standards, the financial data for the years ended December 31, 2024, 2023 and 2022 may not necessarily be comparable to the financial data for the years ended December 31, 2021, 2020 and 2019.

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(1)

ERC refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Estimated Remaining Collections.”

(2)

Deployments refers to all portfolios purchased in the ordinary course and excludes those added as a result of an acquisition of a company. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Deployments.”

(3)

Collections refers to collections on our owned finance receivables portfolios. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Key Business Metrics — Collections.”

(4)

Net debt is calculated as total borrowings, adjusted to remove the contra-liability for unamortized debt issuance costs and subtract unrestricted cash. We present net debt because we consider it an important supplemental measure used for assessing our leverage. Our management believes net debt helps us provide enhanced period-to-period comparability of leverage and is useful to investors as other companies in our industry report similar financial measures. Net debt should not be considered as an alternative to total borrowings determined in accordance with GAAP. Our calculation of net debt may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of net debt, a non-GAAP financial measure, to total borrowings, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	($ in millions)
Total borrowings		$	1,212.0		$	795.9		$	1,194.7		$	770.9		$	445.6		$	367.8		$	473.6		$	401.3
Unamortized debt issuance costs			12.3			15.9			13.4			10.4			7.4			11.0			3.5			2.2
Unrestricted cash			(27.0)			(10.8)			(35.5)			(14.4)			(11.6)			(17.3)			(35.1)			(2.6)
Net debt		$	1,197.3		$	801.0		$	1,172.6		$	766.9		$	441.4		$	361.5		$	442.0		$	400.9

(5)

Adjusted net income is calculated as net income, adjusted to exclude (i) net income attributable to noncontrolling interest; (ii) foreign exchange and other income (expense); (iii) stock-based compensation; (iv) Conn’s one-time items; (v) Canaccede exit consideration; and (vi) merger and acquisition and other one-time expenses. We present adjusted net income because we consider it an important supplemental measure of our operations and financial performance. Our management believes adjusted net income helps us provide enhanced period-to-period comparability of operations and financial performance and is useful to investors as other companies in our industry report similar financial measures. Adjusted net income should not be considered as an alternative to net income determined in accordance with GAAP. Our calculation of adjusted net income may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of adjusted net income, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted Net Income.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Foreign exchange and other income (expense)			(2.5)			(0.1)			5.5			(4.6)			0.9			0.3			—			—
Stock-based compensation			0.4			1.2			4.5			1.0			0.7			0.7			0.5			0.6
Conn’s one-time items(a)			0.3			—			4.3			—			—			—			—			—
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Merger and acquisition and other one-time expenses(b)			0.3			0.2			2.7			0.7			0.1			0.4			1.7			0.6
Adjusted net income		$	62.9		$	34.2		$	153.6		$	108.6		$	89.3		$	47.6		$	28.8		$	23.7

(a)

Components include: (i) cure amounts associated with assumed contracts related to the Conn’s Portfolio Purchase, where we paid past-due amounts owed to the vendor upon assuming such contracts; and (ii) legal fees for highly specialized expertise related to the Conn’s bankruptcy process. In a typical portfolio purchase, we do not assume any contracts and do not incur either of these types of expenses.

(b)

Includes acquisition fees and expenses and one-time corporate legal expenses.

(6)

Adjusted EBITDA is calculated as net income, adjusted to exclude (i) net income attributable to noncontrolling interest; (ii) interest expense; (iii) foreign exchange and other income (expense); (iv) provision for income taxes; (v) depreciation and amortization; (vi) stock-based compensation; (vii) Conn’s one-time items; (viii) Canaccede exit consideration; and (ix) merger and acquisition and other one-time expenses. Adjusted EBITDA is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP. We present adjusted EBITDA because we consider it an important supplemental measure of our operations and financial performance. Our management believes adjusted EBITDA helps us provide enhanced period-to-period comparability of operations and financial performance and is useful to investors as other companies in our industry report similar financial measures. Adjusted EBITDA should not be considered as an alternative to net income determined

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in accordance with GAAP. Our calculation of adjusted EBITDA may not be comparable to the calculation of similarly titled measures reported by other companies. Set forth below is a reconciliation of adjusted EBITDA, a non-GAAP financial measure, to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted EBITDA.”

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020			2019
	(in millions)
Net income		$	64.2		$	32.9		$	128.9		$	111.5		$	87.8		$	46.2		$	26.6		$	22.4
Net income attributable to noncontrolling interest			—			—			—			—			(0.2)			—			—			—
Interest expense			24.8			17.2			77.2			48.1			29.3			36.3			34.7			26.1
Foreign exchange and other income (expense)			(2.5)			(0.1)			5.5			(4.6)			0.9			0.3			—			—
Provision for income taxes			2.7			1.9			8.7			9.1			8.3			5.5			3.3			—
Depreciation and amortization			1.6			0.6			2.6			2.4			2.6			2.5			2.3			1.2
Stock-based compensation			0.4			1.2			4.5			1.0			0.7			0.7			0.5			0.6
Conn’s one-time items(a)			0.3			—			4.3			—			—			—			—			—
Canaccede exit consideration			0.2			—			7.7			—			—			—			—			—
Merger and acquisition and other one-time expenses(b)			0.3			0.2			2.7			0.7			0.1			0.4			1.7			0.6
Adjusted EBITDA		$	92.0		$	53.9		$	242.1		$	168.2		$	129.5		$	91.9		$	69.1		$	50.9

(a)

(b)

Includes acquisition fees and expenses and one-time corporate legal expenses.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes and the other information contained in this prospectus before you decide whether to buy our common stock. If any of the events contemplated by the following discussion of risks should occur, our business, financial condition and results of operations could be materially and adversely affected. As a result, the market price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. See “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.

Risks Related to our Business

A deterioration in the economic or inflationary environment in the countries in which we operate could have an adverse effect on our business and results of operations.

Our performance may be adversely affected by economic, political or inflationary conditions in any market in which we operate. These conditions could include regulatory developments, changes in global or domestic economic policy, legislative changes, and sovereign debt crises. Deterioration in economic conditions, or a significant rise in inflation or high level of sustained inflation could negatively affect the ability of consumers to pay their debts and could reduce the real value of our purchased receivables. This may in turn adversely impact our business and financial results.

If global credit market conditions and the stability of global banks deteriorate, the amount of consumer or commercial lending and financing could be reduced, thus reducing the volume of nonperforming loans available for purchase, which could adversely affect our business, financial results and ability to succeed in the markets in which we operate. Uncertainty about future economic conditions, including the possibility of a recession, a disease outbreak and impacts from wars, such as in Ukraine and in the Middle East makes it difficult for us to forecast operating results and to make decisions about future investments.

Other economic factors that could influence our performance include the financial stability of the lenders on our Revolving Credit Facility (as defined herein) and our access to capital and credit. For example, deterioration in the financial markets could contribute to the insolvency of lending institutions, notably those providing our Revolving Credit Facility, or the tightening of credit markets, which could make it difficult or impossible for us to obtain credit on favorable terms or at all. These and other economic factors could have an adverse effect on our financial condition and results of operations.

We may not be able to continually replace our nonperforming loans with additional portfolios sufficient to operate efficiently and profitably, and/or we may not be able to purchase nonperforming loans at appropriate prices.

To operate profitably, we must purchase and service a sufficient amount of nonperforming loans to generate revenue that exceeds our expenses. Salaries and other compensation expense constitute a significant portion of our operating expenses and, if we do not replace the nonperforming loan portfolios we service with additional portfolios, we may have to reduce the number of our collection and other administrative personnel. We may then have to rehire staff if we subsequently obtain additional portfolios. These practices could lead to negative consequences, including the following:

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low employee morale;

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fewer experienced employees;

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higher training costs;

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disruptions in our operations;

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loss of efficiency; and

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excess costs associated with unused space in our facilities.

The availability of nonperforming loan portfolios at prices that generate an appropriate return on our investment depends on a number of factors, including the following:

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consumer debt levels;

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sales of nonperforming loan portfolios by credit originators; and

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competitive factors affecting potential purchasers and credit originators of receivables.

Furthermore, heightened regulation of the credit card and consumer lending industry or changing credit origination strategies may result in decreased availability of credit to consumers, potentially leading to a future reduction in nonperforming loans available for purchase from credit originators. We cannot predict how our ability to identify and purchase nonperforming loans and the quality of those nonperforming loans would be affected if there were a shift in lending practices, whether caused by changes in the regulations or accounting practices applicable to credit originators or purchasers, a sustained economic downturn or otherwise.

Moreover, there can be no assurance that credit originators will continue to sell their nonperforming loans consistent with historical levels or at all, or that we will be able to bid competitively for those portfolios. For the period beginning January 1, 2022 and ending March 31, 2025, excluding the Conn’s Portfolio Purchase, our top five counterparties accounted for 33.8% of purchases with the top counterparty accounting for 8.8% of total purchase volume for that period. As a substantial percentage of our purchases are concentrated with a few large sellers, a significant decrease in the volume of nonperforming loan purchases from any of these large sellers could force us to seek to source nonperforming loan portfolios from other existing or new clients, which could cost time and additional resources and adversely impact our business. In addition, because of the length of time involved in collecting on acquired portfolios and the variability in the timing of our collections, we may not be able to identify trends and make changes in our purchasing strategies in a timely manner. If we are unable to maintain our business or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to nonperforming loan portfolios at appropriate prices and, therefore, reduced profitability.

We may not be able to collect sufficient amounts on our nonperforming loans to fund our operations.

Our principal business consists of purchasing and collecting nonperforming loans that consumers or others have failed to pay. The credit originators have typically made numerous attempts to recover on their receivables, often using a combination of in-house recovery efforts and third-party collection agencies. These nonperforming loans are difficult to collect, and we may not collect a sufficient amount to cover our investment and the costs of running our business. Furthermore, if the statistical and behavioral models we use to prepare financial projections and make business decisions are inaccurate, we may acquire nonperforming loan portfolios that ultimately prove to be unprofitable. Moreover, if we experience operational issues in making collections on our nonperforming loan portfolios, we may incur losses on portfolios that would have otherwise been profitable.

Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.

Various economic trends and potential changes to existing legislation may contribute to an increase in the amount of personal bankruptcy and insolvency filings. Under certain of these filings, a debtor’s assets may be sold to repay creditors, but because most of the receivables we collect through our collection operations are unsecured, we typically would not be able to collect on those receivables. Although our insolvency collections business could benefit from an increase in personal bankruptcies and insolvencies, we cannot ensure that our collections operations business would not decline with an increase in personal insolvencies or bankruptcy filings or changes in related regulations or practices. If our actual collection experience with respect to a nonperforming or insolvent bankrupt receivables portfolio is significantly lower than the total amount we projected when we acquired the portfolio, our financial condition and results of operations could be adversely impacted.

Obligors of the nonperforming loans that we have purchased and attempt to collect on may have sought, or in the future may seek, protection under federal or state bankruptcy or debtor relief laws. If an obligor seeks protection under federal or state bankruptcy or debtor relief laws, or has become the subject of an involuntary bankruptcy petition, a stay will go into effect that will automatically put any pending collection actions on the related receivable on hold and prevent further collection action absent bankruptcy court approval, and a court could reduce, restructure or discharge completely such obligor’s obligations to make payments due under its contract. Federal bankruptcy and state debtor relief and collection laws may also affect the ability to collect outstanding balances owed by debtors. As a result, all or a portion of the related receivable would be written off as uncollectible and our financial condition and results of operations could be adversely impacted.

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We use third parties to conduct collection and other activities through outsourcing and offshoring. These third parties include law firms, collection agencies, data providers, tracing service providers, business process outsourcing and information technology firms. One or more of these third parties could fail to meet its obligations and service level expectations, become insolvent or cease operations, which could adversely impact our business operations and financial condition. Furthermore, we may not be able to find alternative third parties in a timely manner on terms that are acceptable to us or because of contractual restrictions that limit our flexibility in responding to disruptions at these vendors, resulting in operational inefficiencies. If any of these third-party service providers violate laws, regulatory requirements, contractual obligations, or act inappropriately in the conduct of their business, our operations and reputation could be negatively impacted and result in regulatory fines and penalties. Any of these factors could cause our business, financial condition, results of operations and reputation to be adversely affected.

Disruptions at our co-sourced operation in Mumbai could adversely impact our business.

Our co-sourced operation in Mumbai, India provides critical support within our voluntary collection channel. If our operations at our co-sourced operation are disrupted, whether due to malevolent acts, computer viruses, strikes, wars, terrorism, other geopolitical unrest, climate change, natural disasters, power or telecommunications failures, or other external events beyond our control, it could result in interruptions in service to our customers, damage to our reputation, harm to our customer relationships, and reduced revenues and profitability. Our operation in Mumbai may be more exposed to certain geopolitical and other risks than the voluntary collection channel that we operate and maintain in other markets. Should our Mumbai operation be disrupted, there is no guarantee that we could transition our servicing back to our domestic operations or to external resources without the disruption significantly impacting our business.

Goodwill impairment charges could negatively impact our net income and stockholders’ equity.

We have recorded goodwill as a result of our acquisitions. Goodwill is not amortized, but rather, is tested for impairment at the reporting unit level. Goodwill is required to be tested for impairment annually and between annual tests if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount, which could lead to the recognition of a goodwill impairment charge. These risks include:

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adverse changes in macroeconomic conditions, the business climate, or the market for the entity’s products or services;

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significant variances between actual and expected financial results;

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negative or declining cash flows;

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lowered expectations of future results;

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failure to realize anticipated synergies from acquisitions;

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significant expense increases;

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a more likely-than-not expectation of selling or disposing all, or a portion of, a reporting unit;

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the loss of key personnel;

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an adverse action or assessment by a regulator; and

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significant increase in discount rates.

Our goodwill impairment testing involves the use of estimates and the exercise of judgment, including judgments regarding expected future business performance and market conditions. Significant changes in our assessment of such factors, including the deterioration of market conditions, could affect our assessment of the fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period.

Our loss contingency accruals may not be adequate to cover actual losses.

We are involved in judicial, regulatory and arbitration proceedings or investigations concerning matters arising from our business activities. We establish accruals for potential liability arising from legal proceedings when

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it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. However, there can be no assurance as to the ultimate outcome. We may still incur legal costs for a matter even if we have not accrued a liability. In addition, actual losses may be higher than the amount accrued for a certain matter, or in the aggregate. An unfavorable resolution of a legal proceeding or claim could adversely impact our business, financial condition, results of operations, or liquidity.

Moriarty, our wholly-owned law firm subsidiary in the United Kingdom that specializes in debt collections, is regulated by the SRA (as defined herein), which is responsible for regulating the professional conduct of solicitors and other authorized individuals at law firms in England and Wales. Pursuant to the Code of Conduct of the SRA, which contains the ethical principles that guide solicitors in their work and which apply to all of our solicitors and govern the responsibilities owed to clients by licensed solicitors, the solicitors of Moriarty must place the interests of their clients as their first priority, including the interests of the external clients they continue to serve. It is possible that these duties may lead to decisions that are not in our financial interest and which limit short-term financial gain, which may adversely affect our results of operations. In addition, under these ethical requirements of the legal profession, for Moriarty’s external cases, we will have no right to, and will not make decisions with respect to, the conduct or direction of any particular legal claim or any settlement or resolution thereof. The right to make such decisions remains solely with the client and his or her Moriarty solicitor.

It is possible that external clients might sue for malpractice or make claims against Moriarty. Because Moriarty is governed by the rules of the SRA, the SRA retains the ultimate discretion to impose economic sanctions in England and Wales.

Our ability to realize the anticipated benefits of the Conn’s Portfolio Purchase depends on our ability to collect the unsecuritized loans and credit card receivables we acquired. The portfolios acquired could underperform relative to our expectations or not perform in accordance with our anticipated timetable, either of which could result in an impairment charge. We may also find that the operating expenses we incur to make our expected collections of the Conn’s Portfolios exceed our forecast. We could experience higher expenses than we anticipate from the 197 FTE we hired from Conn’s, should we encounter difficulties integrating these FTEs into our workforce, as well as from the vendor contracts we entered into or from the new operating site in San Antonio, Texas. Any one of these factors could adversely impact our financial results.

Risks Related to Our International Operations

Our international operations expose us to risks, which could harm our business, financial condition and results of operations.

A portion of our operations is conducted outside the United States. This could expose us to adverse economic, industry and political conditions that may have a negative impact on our ability to manage our existing operations or pursue alternative strategic transactions, which could have a negative effect on our business, financial condition and results of operations.

The global nature of our operations expands the risks and uncertainties described elsewhere in this section, including the following:

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changes in local political, economic, social and labor conditions in the markets in which we operate;

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foreign exchange controls on currency conversion and the transfer of funds that might prevent us from repatriating cash earned in countries outside the United States in a tax-efficient manner;

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currency exchange rate fluctuations, currency restructurings, inflation or deflation and our ability to manage these fluctuations through a foreign exchange risk management program;

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different employee/employer relationships, laws and regulations, union recognition and the existence of employment tribunals and works councils;

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laws and regulations imposed by international governments, including those governing data security, sharing and transfer and debt collection activities;

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potentially adverse tax consequences resulting from changes in tax laws in the jurisdictions in which we operate or challenges to our interpretations and application of complex international tax laws;

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logistical, communications and other challenges caused by distance and cultural and language differences, each making it harder to do business in certain jurisdictions;

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volatility of global credit markets and the availability of consumer credit and financing in our international markets;

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uncertainty as to the enforceability of contract rights under local laws;

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the potential of forced nationalization of certain industries, or the impact on creditors’ rights, consumer disposable income levels, flexibility and availability of consumer credit and the ability to enforce and collect aged or charged-off debts stemming from international governmental actions, whether through austerity or stimulus measures or initiatives, intended to control or influence macroeconomic factors such as wages, unemployment, national output or consumption, inflation, investment, credit, finance, taxation or other economic drivers;

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the presence of varying levels of business corruption in international markets and the effect of various anti-corruption and other laws on our international operations;

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the impact on our day-to-day operations and our ability to staff our international operations given long-term trends towards higher wages in developed and emerging international markets as well as the potential impact of union organizing efforts;

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the potential for a widening military conflict in Europe and in the Middle East;

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potential damage to our reputation due to non-compliance with international and local laws; and

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the complexity and necessity of using non-U.S. representatives, consultants and other third-party vendors.

Any one of these factors could adversely affect our business, financial condition and results of operations.

We continually evaluate opportunities to expand the asset classes we acquire. We may sometimes evaluate and may acquire portfolios consisting of assets with which we have little or no collection experience or portfolios of receivables in new geographies where we do not historically maintain an operational footprint. While we typically look to mitigate risks from this approach, including by partnering with an operator with the requisite experience and the right alignment, or by limiting purchases made without strong historical experience to a relatively small proportion of our annual deployments, our lack of experience in new asset classes or geographies may negatively impact our ability to generate our expected level of profits from these portfolios. Further, our existing methods of collections may prove less effective than we expect for these new receivables, which may have an adverse effect on our business, financial condition and results of operations.

Compliance with complex and evolving international and U.S. laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions.

We operate on a global basis with offices and activities in a number of jurisdictions throughout the United States, Canada, the United Kingdom and Latin America. We face increased exposure to risks inherent in conducting business internationally, including compliance with complex international and U.S. laws and regulations that apply to our international operations, which could increase our cost of doing business in international jurisdictions. These laws and regulations include those related to taxation and anti-corruption laws such as the FCPA and the U.K. Bribery Act, and economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, and other relevant sanctions authorities. Given the complexity of these laws, there is a risk that we may inadvertently breach certain provisions of these laws, such as through the negligent behavior of an employee

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or our failure to comply with certain formal documentation requirements. Violations of these laws and regulations by us, any of our employees or our third-party vendors, either inadvertently or intentionally, could result in fines and penalties, criminal sanctions, restrictions on our operations and ability to offer our products and services in one or more countries. Violations of these laws could also adversely affect our business, brand, international expansion efforts, ability to attract and retain employees and results of operations.

Additionally, pending international regulations, such as the EU Directive (2021/2167) on Credit Servicers and Credit Purchasers, could adversely affect our operations in Europe. The Organization for Economic Co-operation and Development (“OECD”) recently issued Pillar Two model rules with the aim of ensuring that multinational enterprises pay a 15% effective tax rate in each jurisdiction. The European Union adopted the OECD Pillar Two Directive effective January 1, 2024. Based on the applicability threshold, we do not believe Pillar Two will be applicable to us; however, we are still monitoring the enactment of Pillar Two legislation in EU countries and elsewhere (including Canada, which similarly enacted its Pillar Two legislation effective January 1, 2024) to determine the potential impact on our financial results as well as monitoring U.S. amendments to the U.S. global intangible low-tax income rules to determine any potential impact on our financial results and our U.S. and international exposure related to income taxes.

Evolving regulation, particularly in Latin America, where the regulatory environment is less restrictive with respect to the use of certain new technologies and where we test new collection capabilities before broader adoption across our business, could adversely affect our business, financial condition and results of operations.

Our operations in Latin America are subject to various laws and regulations that govern debt collection practices. Currently, these jurisdictions have regulatory environments that are less restrictive with respect to the use of certain new technologies compared to other regions where we operate. This regulatory landscape currently allows for the development and testing of innovative collection capabilities, including the use of artificial intelligence (“AI”). Although not currently introduced outside of Latin America, we can introduce in other jurisdictions these AI collection capabilities found to be effective.

There is a risk that regulatory regimes in Latin America may change in the future and impose greater restrictions on the use of new technologies, including through increased restrictions on debt collection practices and enhanced consumer protection laws. If such changes were to occur, they could require us to modify our business practices, incur additional compliance costs, or limit our ability to operate as effectively across jurisdictions.

Risks Related to Government Regulation and Litigation

Our ability to collect and enforce our nonperforming and performing loans may be limited under federal, state and international laws, regulations and policies.

Our operations are subject to licensing and regulation by governmental and regulatory bodies in the many jurisdictions in which we operate. U.S. federal, state and local laws and regulations, and the laws and regulations of the international countries in which we operate, may limit our ability to collect on and enforce our rights with respect to our nonperforming and performing loans and may hinder portfolio purchases such as the Conn’s Portfolio Purchase, regardless of any act or omission on our part. Some laws and regulations applicable to credit issuers may preclude us from collecting on nonperforming and performing loans we acquire if the credit issuer previously failed to comply with applicable laws in generating or servicing those receivables. Collection laws and regulations also directly apply to our business. Such laws and regulations are extensive and subject to change. A variety of state, federal and international laws and regulations govern the collection, use, retention, transmission, sharing and security of consumer data. Consumer protection and privacy protection laws, changes in the ways that existing rules or laws are interpreted or enforced and any procedures that may be implemented as a result of regulatory consent orders may adversely affect our ability to collect on our nonperforming loans and adversely affect our business. Our failure to comply with laws or regulations applicable to us could limit our ability to collect on our receivables, which could reduce our profitability and adversely affect our business.

Failure to comply with government regulation of the collections industry could result in penalties, fines, litigation, damage to our reputation or the suspension or termination of our ability to conduct our business.

The collections industry throughout the markets in which we operate is governed by various laws and regulations, many of which require us to be a licensed debt collector. Our industry is also at times investigated by regulators and offices of state attorneys general, and subpoenas and other requests or demands for

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information may be issued by governmental authorities who are investigating debt collection activities. These investigations may result in enforcement actions, fines and penalties, or the assertion of private claims and lawsuits. If any such investigations result in findings that we or our vendors have failed to comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our reputation, or the suspension or termination of, or required modification to, our ability to conduct collections, which would adversely affect our business, financial condition and results of operations.

In a number of jurisdictions, we must maintain licenses to purchase or own debt, and/or to perform debt recovery services and must satisfy related bonding requirements. Our failure to comply with existing licensing requirements, changing interpretations of existing requirements, or adoption of new licensing requirements, could restrict our ability to collect in certain jurisdictions, subject us to increased regulation, increase our costs or adversely affect our ability to purchase, own and/or collect our receivables.

Some laws, among other things, also may limit the interest rate and fees that we may impose on consumers, limit the time in which we may file legal actions to enforce consumer accounts and require specific account information for certain collection activities. In addition, local requirements and court rulings in various jurisdictions may affect our ability to collect.

Regulations and statutes applicable to our industry further provide that, in some cases, consumers cannot be held liable for, or their liability may be limited with respect to, charges to their debit or credit card accounts that resulted from unauthorized use of their credit. These laws, among others, may limit our ability to recover amounts owing with respect to the receivables, whether or not we committed any wrongful act or omission in connection with the account.

In the United States and certain other jurisdictions we are subject to laws and regulations that broadly prohibit unfair competition and unfair, deceptive and abusive acts and practices. These consumer-focused regulations impose requirements on the way we operate our business and could restrict our ability to collect in certain jurisdictions, subject us to increased regulation, increase our costs or adversely affect our ability to purchase, own and/or collect our receivables.

If we fail to comply with any applicable laws and regulations discussed above, such failure could result in penalties, litigation losses and expenses, damage to our reputation, or otherwise impact our ability to conduct collections efforts, which could adversely affect our business, financial condition and results of operations.

Investigations, reviews or enforcement actions by governmental authorities may result in changes to our business practices; negatively impact our deployment volume; make collection of receivables more difficult; or expose us to the risk of fines, penalties, restitution payments and litigation.

Our debt collection activities and business practices are subject to review from time to time by various governmental authorities and regulators, including the CFPB, which may commence investigations, reviews or enforcement actions targeted at businesses in the financial services industry. These investigations or reviews may involve individual consumer complaints or our debt collection policies and practices generally. Such investigations or reviews could lead to assertions by governmental authorities that we are not complying with applicable laws or regulations. In such circumstances, authorities may request or seek to impose a range of remedies that could involve potential compensatory or punitive damage claims, fines, restitution payments, sanctions or injunctive relief, that if agreed to or granted, could require us to make payments or incur other expenditures. The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief), recover costs, and impose monetary penalties (ranging from $5,000 per day to over $1 million per day, depending on the nature and gravity of the violation). In addition, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented thereunder, the Dodd-Frank Act empowers state attorneys general and other state regulators to bring civil actions to remedy violations under state law. Governmental authorities could also request or seek to require us to cease certain practices or institute new practices. Negative publicity relating to investigations or proceedings brought by governmental authorities could have an adverse impact on our reputation, harm our ability to conduct business with industry participants, and result in financial institutions reducing or eliminating sales of receivables portfolios to us. Moreover, changing or modifying our internal policies or procedures, responding to governmental inquiries and investigations and defending lawsuits or other proceedings could require significant efforts on the part of management and result in increased costs to

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our business. In addition, such efforts could divert management’s full attention from our business operations. All of these factors could have an adverse effect on our business, financial condition and results of operations.

Changes in tax provisions or exposures to additional tax liabilities could have an adverse tax effect on our financial condition.

Our tax filings are subject to audit by domestic and international tax authorities. If our tax filing positions are successfully challenged, payments could be required that are in excess of reserved amounts or we may be required to reduce the carrying amount of our net deferred tax asset, either of which could be significant to our financial condition or results of operations. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may adversely or beneficially affect our financial results in the period(s) for which such determination is made.

Recent changes in U.S. trade policy could have an adverse effect on our business, financial condition and results of operations.

The U.S. government has made significant changes in U.S. trade policy and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States. For example, in March 2025, the Trump administration implemented a 25% additional tariff on imports from Canada and Mexico, which have since been paused, and a 10% additional tariff on imports from China, which has since been increased. To date, several governments, including those of Canada, Mexico, the European Union and China have imposed tariffs on certain goods imported from the United States. The Trump administration has since that date implemented, and it is possible it will continue to implement, additional tariffs on imports from the same or other countries and such countries will implement reciprocal tariffs on imports from the United States. Any further changes in U.S. or international trade policy could trigger additional retaliatory actions by affected countries, resulting in “trade wars” that could indirectly affect service businesses involved in debt purchasing and collections on charged-off consumer accounts. While these tariffs primarily target goods, and the accounts we purchase would not be covered, the broader economic implications may influence consumer behavior and financial stability, thereby impacting the debt purchasing and collection industries. Potential impacts include:

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higher prices for imported goods, contributing to inflation and reducing consumers’ disposable income, which may result in higher delinquency rates on performing loans or lower liquidation rates on non-performing loans as individuals have less disposable income to meet their debt obligations;

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rising default rates on loans and credit accounts, which could lead to a larger volume of charged-off accounts entering the market, potentially increasing deployment opportunities for debt purchasers;

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lenders adopting more stringent credit policies, which could reduce the issuance of new credit, thereby affecting the flow of accounts that debt purchasers typically acquire, or influence lenders’ strategies regarding debt sales and collections as they prepare for potential loan defaults amid declining revenues; and

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increased volatility in capital markets, such as the rise of borrowing costs since April 2, 2025, which may impact the ability to secure financing for purchasing portfolios.

While the tariffs are not expected to directly impact the debt purchasing business, their potential ripple effects through the economy, such as heightened consumer financial stress, increased default rates and market volatility, could have an adverse effect on our business, financial condition and results of operations.

Risks Related to Information Technology, Cybersecurity and Intellectual Property

A variety of jurisdictions in which we operate have laws and regulations concerning, privacy, cybersecurity, and the protection of personal data, including the EU GDPR, the U.K. GDPR, the U.S. GLBA, and the California Consumer Privacy Act of 2018, each as defined herein. These laws and regulations create certain privacy rights for individuals and impose prescriptive operational requirements for covered businesses relating to the processing and protection of personal data and may also impose substantial penalties for non-compliance.

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In addition, laws and regulations relating to privacy, cybersecurity and data protection are quickly evolving, and any such proposed or new legal frameworks could significantly impact our operations, financial performance and business. The application and enforcement of these evolving legal requirements is uncertain and may require us to further change or update our information practices, and could impose additional compliance costs and regulatory scrutiny. If we fail to effectively implement and maintain data governance structures across our business, or to effectively interpret and utilize such data, our operations could be exposed to additional adverse impacts, and we could be at a competitive disadvantage.

We may incur significant costs complying with legal obligations and inquiries, investigations or any other government actions related to privacy, cybersecurity, and data protection. Such legal requirements and government actions also may impede our development of new products, services, or businesses, make existing products, services, or businesses unprofitable, increase our operating costs, require substantial management resources, result in adverse publicity and subject us to remedies that harm our business or profitability, including penalties or orders that we may change or terminate current business practices. Our insurance policies may be insufficient to insure us against such risks, and future escalations in premiums and deductibles under these policies may render them uneconomical.

We are dependent on our data gathering systems and proprietary consumer profiles, and if access to such data was lost or became public, our business could be materially and adversely affected.

Our models and consumer databases provide information that is critical to our business. We rely on data provided to us by multiple credit reference agencies, our servicing partners and other sources in order to operate our systems, develop our proprietary consumer profiles and run our business generally. If these credit reference agencies were to terminate their agreements or stop providing us with data for any reason, for example, due to a change in governmental regulation, or if they were to considerably raise the price of their services, our business could be materially and adversely affected. Also, if any of the proprietary information or data that we use became public, for example, due to a change in government regulations, we could lose a significant competitive advantage and our business could be negatively impacted.

If we become unable to continue to acquire or use information and data in the manner in which it is currently acquired and used, or if we were prohibited from accessing or aggregating the data in these systems or profiles for any reason, we may lose a significant competitive advantage, in particular if our competitors continue to be able to acquire and use such data, and our business could be materially and adversely affected.

A cybersecurity incident could damage our reputation and adversely impact our business and financial results.

Our business is highly dependent on our ability to process and monitor a large number of transactions across markets and in multiple currencies. We rely on information technology systems to conduct our business, including systems developed and administered by third parties. Many of these systems contain sensitive and confidential information, including personal data, our trade secrets and proprietary business information, and information and materials owned by or pertaining to our customers, vendors and business partners. The secure maintenance of this information, and the information technology systems on which they reside, is critical to our business strategy as well as our operations and financial performance. As we expand geographically, and our reliance on information technology systems increases, maintaining the security of such systems and our data becomes more significant and challenging.

Although we take a number of steps to protect our information technology systems, the attacks that companies have experienced have increased in number, sophistication and complexity over the past few years, including threats from the malicious use of new AI tools.

Accordingly, we may suffer data security incidents or other cybersecurity incidents, which could compromise our systems and networks, creating system disruptions and exploiting vulnerabilities in our products and services. Any such breach or other incident also could result in the personal data or other confidential or proprietary information stored on our systems and networks, or our vendors’ systems and networks, being improperly accessed, acquired or modified, publicly disclosed, lost, or stolen, which could subject us to liability to our customers, vendors, business partners and others. We seek to detect and investigate such incidents and to prevent their recurrence where practicable through preventive and remedial measures, but such measures may not be successful.

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Should a cybersecurity incident occur, we may be required to expend significant resources to notify affected parties, modify our protective measures or investigate and remediate vulnerabilities or other exposures. In addition, our remediation efforts may not be successful. Further, such cybersecurity events could cause reputational damage and subject us to fines, penalties, litigation costs and settlements and financial losses that may not be fully covered by our cybersecurity insurance. To date, disruptions to our information technology systems, due to outages, security breaches or other causes, including cybersecurity incidents have not had a material impact on our business. However, any such disruption could have significant consequences for our business, including financial loss and reputational damage.

We depend on effective information and communication systems to operate our business. We have also acquired and expect to acquire additional systems as a result of business acquisitions. Significant resources are required to maintain or enhance our existing information and telephone systems and to replace obsolete systems. Although we periodically upgrade, streamline, and integrate our systems and have invested in strategies to prevent a failure, our systems are susceptible to outages due to natural disasters, power loss, computer viruses, security breaches, hardware or software vulnerabilities, disruptions, and similar events. Failure to adequately implement or maintain effective and efficient information systems with sufficiently advanced technological capabilities, or our failure to efficiently and effectively consolidate our information systems to eliminate redundant or obsolete applications, could cause us to lose our competitive advantage, divert management’s time, result in a loss of productivity or disrupt business operations, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to adequately protect the intellectual property rights upon which we rely and, as a result, any lack of protection may diminish our competitive advantage.

We rely on proprietary software programs and valuation and collection processes and techniques, and we believe that these assets provide us with a competitive advantage. We consider our proprietary software, processes, and techniques to be trade secrets, but they are not protected by patent or registered copyright. We may not be able to protect our technology and data resources adequately, which may diminish our competitive advantage, which may, in turn, adversely affect our business, financial condition and results of operations.

We may be subject to intellectual property rights claims by third parties, which may be costly to defend and could require us to pay significant damages.

We cannot be certain that the operation of our business does not, or will not, infringe or otherwise violate the intellectual property rights of third parties. We may in the future be subject, to legal proceedings and claims alleging that we infringe or otherwise violate the intellectual property rights of third parties. We may not be aware if we are infringing, misappropriating, or otherwise violating third-party intellectual property rights, and third parties may bring claims alleging such infringement, misappropriation or violation. Moreover, the law continues to evolve and be applied and interpreted by courts in novel ways that we may not be able to adequately anticipate, and such changes may subject us to additional claims and liabilities. In addition, certain companies and rights holders seek to enforce and monetize intellectual property rights they own, have purchased, or otherwise obtained and many potential litigants have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them. We may not be able to defend ourselves effectively against such intellectual property rights claims and could be forced to incur significant defense costs and pay significant damages, which, in turn, could adversely affect our business, financial condition and results of operations.

Our proprietary technology platforms and business solutions contain third-party open-source software components, and failure to comply with the terms of the applicable underlying open-source software licenses could compromise the proprietary nature of our platform or could require disclosure of affected proprietary software source code.

Our proprietary technology platforms and business solutions contain software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the software and open-source software may have security and other vulnerabilities and architectural instabilities due to their wide availability.

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In addition, if we combine our proprietary software with open-source software in a certain manner, we could, under certain “copyleft” open source licenses, be required to release the source code of our proprietary software under the terms of such an open source software license, which could require us to offer our source code at little or no cost or grant other rights to our intellectual property. This could enable our competitors to create similar offerings with lower development effort, resources and time and ultimately could result in a loss of our competitive advantages.

Even though we have certain procedures in place to monitor our use of open-source software, we could inadvertently breach the terms of an open source license, or such breach could be claimed, in part because open source license terms are often ambiguous and the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, leaving a risk that licenses could be construed as imposing unanticipated restrictions. As a result, we could be subject to lawsuits by parties claiming breach or failure to comply with the terms and conditions of the open source software licenses and we could face infringement or other liability. Many of these risks associated with the use of open source software, cannot be eliminated, and could, if not properly addressed, negatively affect our business.

We and some of our vendors use or are exploring use of machine learning, AI and automated decision-making technologies to improve operational efficiency and for other purposes in our business. As with many technological innovations, there are significant risks and challenges involved in developing, maintaining and deploying these technologies, and there can be no assurance that the usage of such technologies will always enhance our solutions or be beneficial to our business, including our efficiency or profitability.

In particular, if the models underlying machine learning, AI and automated decision-making technologies that we develop or use are: (i) incorrectly designed or implemented; (ii) trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures (including with respect to the processing and protection of such data); (iii) used without sufficient oversight and governance to ensure their responsible and ethical use; and/or (iv) adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers and business partners, could suffer or we could incur liability resulting from harm to individuals, civil claims or the violation of laws or contracts to which we are a party.

Risks Related to Our Financial Condition and Indebtedness

We expect to use leverage in executing our business strategy, which may have adverse consequences.

We may incur a substantial amount of debt in the future. As of March 31, 2025, as adjusted for the 2030 Notes Offering as well as the $16 million dividend paid on May 9, 2025, we had total consolidated indebtedness of $1,249.3 million, which was comprised of $300.0 million outstanding principal amount of the 2026 Notes (as defined herein), $400.0 million outstanding principal amount of the 2029 Notes (as defined herein), $500.0 million outstanding principal amount of 2030 Notes and $49.3 million borrowed under the Revolving Credit Facility. As of March 31, 2025, the amount available to be borrowed under the Revolving Credit Facility, subject to borrowing base restrictions, was $775.7 million, all of which if borrowed would be secured. Our management team considers a number of factors when evaluating our level of indebtedness and when making decisions about incurring any new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets and the Company as a whole, to generate cash flow to cover the expected debt service.

Incurring a substantial amount of debt could have important consequences for our business, including:

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making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;

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increasing our vulnerability to adverse economic or industry conditions;

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limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is constrained;

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requiring a substantial portion of our cash flows from operations and reducing our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;

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increasing the amount of interest expense because the indebtedness under our Revolving Credit Facility bears interest at floating rates, which, if interest rates increase, will result in higher interest expense;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

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placing us at a competitive disadvantage compared to less leveraged competitors.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings, under credit facilities or otherwise, in an amount sufficient to enable us to repay our indebtedness, or fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, at or before its scheduled maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements. Our ability to access additional future borrowings could be negatively impacted as a result of the impact of disease outbreaks, the possibility of a recession and the impacts from the wars in Ukraine and in the Middle East on the global debt and capital markets.

We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will depend on our current and future financial performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In the future, we may fail to generate sufficient cash flow from the collection of nonperforming loans to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our collections do not reach expected levels, we have to incur unforeseen expenses, we invest in acquisitions or make other investments that we believe will benefit our competitive position. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition or results of operations and may delay or prevent the expansion of our business.

The agreements governing our indebtedness include provisions that may restrict our financial and business operations.

Our Revolving Credit Facility, the indentures governing our 2026 Notes, 2029 Notes and 2030 Notes (each as defined herein, and together, the “Senior Notes”) and our other indebtedness contain financial and other restrictive covenants, including restrictions on certain types of transactions and our ability to pay dividends to our stockholders. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could materially affect our business, financial condition and results of operations.

Failure to satisfy any one of these covenants could result in negative consequences, including the following:

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acceleration of outstanding indebtedness;

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our inability to continue to purchase nonperforming loans needed to operate our business; or

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our inability to secure alternative financing on favorable terms, if at all.

In addition, the amounts borrowed under the Revolving Credit Facility are secured by substantially all of the assets of four of our operating subsidiaries, collectively accounting for a significant amount of our total assets. As a result, in the event of the occurrence of a default under our Revolving Credit Facility, the Administrative Agent (as defined herein) may enforce its security interests (for the ratable benefit of the lenders under our Revolving Credit Facility and the other secured parties) over our subsidiaries’ assets that secure the obligations under our Revolving Credit Facility, take control of the assets and businesses of those subsidiaries, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans. If that were to happen, you may lose all, or a part of, your investment in our common stock.

If we fail to satisfy the restrictive covenants contained in our Revolving Credit Facility or our Senior Notes, or if we are unable to renegotiate, expand or replace the Revolving Credit Facility when needed, our business, financial condition and results of operations could be impacted negatively.

Adverse changes in our credit ratings could have a negative impact on our business, financial condition and results of operations.

Our ability to access capital markets is important to our ability to operate our business. Increased scrutiny of our industry and the impact of regulation, as well as changes in our financial performance and unfavorable conditions in the capital markets, could result in credit agencies reexamining and downgrading our credit ratings. A downgrade in our credit ratings may restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs, which could adversely affect our business, financial condition and results of operations.

Risks Related to This Offering and Ownership of Our Common Stock

The JCF Stockholders control us, and their interests may conflict with ours or yours in the future, including with respect to matters that involve corporate opportunities.

Immediately following this offering, the JCF Stockholders will together control approximately % of the voting power for our common stock (or % if the underwriters exercise in full their option to purchase additional shares of our common stock from the selling stockholders). As such, the JCF Stockholders will control the vote of all matters submitted to a vote of our stockholders, which will enable them to control the election of the members of the board of directors and all other corporate decisions. Even when the JCF Stockholders cease to own shares of our stock representing a majority of the total voting power, for so long as the JCF Stockholders continue to own a significant percentage of our stock, the JCF Stockholders will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, for such period of time, the JCF Stockholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as the JCF Stockholders continue to own a significant percentage of our stock, the JCF Stockholders will be able to cause or prevent a change of control of us or a change in the composition of our board of directors and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock.

In addition, our amended and restated certificate of incorporation will provide that the JCF Stockholders will have the right to designate nominees for election to our board of directors immediately following this offering, which number shall decline in the future in proportion to any declines in the JCF Stockholders’ ownership in us. See the section titled “Description of Capital Stock — Anti-Takeover Provisions — Director Nomination Rights” for more information.

The JCF Stockholders and their affiliates engage in a broad spectrum of activities, including investments in the financial services industry generally. In the ordinary course of their business activities, the JCF Stockholders and their affiliates may engage in activities where their interests conflict with our interests or those of our stockholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are customers of ours. Although the “corporate opportunities doctrine” provides that

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directors and officers of a corporation, as part of their duty of loyalty to the corporation and its stockholders, generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those opportunities unless the corporation determines that it is not going to pursue them, our amended and restated certificate of incorporation that will be effective in connection with the completion of this offering will waive the corporate opportunities doctrine. Specifically, our amended and restated certificate of incorporation that will be effective in connection with the completion of this offering will provide that none of the JCF Stockholders, any of their affiliates or any director affiliated with the JCF Stockholders who is not employed by us (including any such non-employee director who serves as one of our officers in both his director and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The JCF Stockholders and their affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, if the JCF Stockholders or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for us, such person will have no duty to communicate or offer such transaction or business opportunity to us and they may take any such opportunity for themselves or offer it to another person or entity. The JCF Stockholders and their affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. See the sections entitled “Description of Capital Stock — Conflicts of Interest; Corporate Opportunities.”

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from this offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our common stock. Although we have applied to have our common stock listed on the Nasdaq under the symbol “JCAP,” an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us, the underwriters and the selling stockholders and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our stock price may change significantly following the offering and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The initial public offering price for our common stock was determined by negotiations between us and the underwriters. Our operating results and the trading price of our common stock may fluctuate and you may not be able to resell your shares at or above the initial public offering price due to a number of factors, including:

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market conditions in our industry or the broader stock market;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new solutions or services by us or our competitors;

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issuance of new or changed securities analysts’ reports or recommendations; sales, or anticipated sales, of large blocks of our stock;

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additions or departures of key personnel;

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regulatory or political developments;

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litigation and governmental investigations;

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changing economic conditions;

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investors’ perception of us;

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events beyond our control such as weather and war; and

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any default on our indebtedness.

In particular, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. Such sales could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding shares of common stock. The shares that are not being sold in this offering will be subject to a -day lock-up period provided under agreements executed in connection with this offering between the underwriters and our executive officers and directors and the holders of an aggregate of shares of our common stock (approximately % of the outstanding shares of our common stock), including the selling stockholders. These shares will, however, be able to be transferred after the expiration of the lock-up agreements, upon the waiver of such lock-up agreement by, or in accordance with the exceptions to the lock-up described in the “Shares Eligible for Future Sale” and “Underwriting” sections of this prospectus. We also intend to file a Form S-8 under the Securities Act of 1933 to register all shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely resold in the public market, subject to legal or contractual restrictions, such as the lock-up agreements described in the “Underwriting” section of this prospectus. In addition, the JCF Stockholders, who will hold approximately % of our outstanding common stock upon the completion of this offering, will have demand registration rights to require us to file registration statements in connection with future sales of their shares, and the holders of approximately % of our outstanding common stock upon the completion of this offering, will have rights to require us to include their shares in registration statements that we may file for ourself or other stockholders. See “Certain Relationships and Related Person Transactions — Registration Rights Agreement.” Future sales by these stockholders could be significant. As restrictions on resale end, the market price of our stock could decline if the holders of shares that will be subject to lock-up agreements sell them or are perceived by the market as intending to sell them.

If you purchase shares of our common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering.

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Based on an assumed initial public offering price of $ per share, the mid-point of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $ per share, representing the difference between our as adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of our common stock in this offering will have contributed % of the aggregate price paid by all purchasers of our common stock but will own only approximately % of our common stock outstanding after this offering. See the section titled “Dilution” for more detail.

There can be no assurance that we will continue to declare cash dividends or repurchase our shares at all or in any particular amounts.

We currently intend to pay quarterly cash dividends beginning in the quarter of 2025 and also may consider share repurchase programs in the future to supplement our dividend policy. Our intent to pay quarterly dividends and potentially repurchase our shares is subject to capital availability and periodic determinations by our board of directors that such actions are in the best interest of our stockholders. Future dividends and share repurchases may be affected by, among other factors that our board of directors may deem relevant, our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law and general business conditions. Our policies regarding dividend payments and share repurchases may change from time to time, and there can be no assurance that we will pay any dividends to holders of our common stock or repurchase any shares of our common stock, or as to the amount of any such dividends or repurchases. Therefore, any return on investment in our common stock may depend solely upon the appreciation of the price of our common stock on the open market, which may not occur. Additionally, any reduction or suspension in our dividend payments could have a negative effect on our stock price. See the section titled “Dividend Policy” for more detail.

We expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.

Immediately following this offering, we expect that the JCF Stockholders will together control a majority of the voting power of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

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we have a board that is composed of a majority of “independent directors” as defined under the rules of such exchange; and

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we have a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors.

These exemptions do not modify the requirement for a fully independent audit committee, which is permitted to be phased-in as follows: (1) one independent committee member at the time of our initial public offering; (2) a majority of independent committee members within 90 days of our initial public offering; and (3) all independent committee members within one year of our initial public offering. Similarly, once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the compensation committee and the nominating and corporate governance committee, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our initial public offering date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our board of directors.

If we utilize the “controlled company exemption,” you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. See the section titled “Management — Controlled Company Status.”

We are an emerging growth company and our compliance with the reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company until the earliest of:

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the last day of our fiscal year following the fifth anniversary of the date of our initial public offering of common stock;

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the last day of our fiscal year in which we have an annual gross revenue of $1.235 billion or more; the date on which we have, during the previous three-year period, issued more than $1 billion in nonconvertible debt; and

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the date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (i) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (ii) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, and (iii) have filed at least one annual report pursuant to the Exchange Act.

For as long as we are an emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not emerging growth companies, including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and may also avail ourselves of the reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide stockholders is different than the information that is available with respect to other public companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

The JOBS Act also permits an emerging growth company like us to avail ourselves of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to avail ourselves of this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

As a public company, we will incur legal, accounting and other expenses that we did not previously incur. We will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act, the listing requirements of the Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition and results of operations.

In addition, changing laws, regulations and standards relating to corporate governance, ESG-related matters and general public disclosure are creating uncertainty for public companies around public company standards, increasing legal and financial compliance costs and making certain activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by

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regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material adverse effect on our business, financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

General Risk Factors

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation prior to becoming a public company or in a timely manner thereafter. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will also be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, if one or more material weaknesses in our internal control over financial reporting are identified in future periods, our management would be required to devote significant time and incur significant expense to remediate any such material weaknesses and may not be able to remediate any such material weaknesses in a timely manner. Any such material weaknesses in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price. To comply with the requirements of being a public company, we may need to undertake various costly and time-consuming

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actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our business, financial condition and results of operations.

The number of shares of our common stock eligible for future sale could adversely affect the market price of our stock.

We have reserved approximately shares of our common stock for future equity grants under the 2025 Plan. We may issue additional restricted securities or register additional shares of our common stock under the Securities Act, as amended (the “Securities Act”), in the future. The issuance of a significant number of shares of our common stock upon the exercise of stock options or the availability for sale, or sale, of a substantial number of the shares of common stock eligible for future sale under effective registration statements, under Rule 144 or otherwise, could adversely affect the market price of our common stock.

The value of our common stock may be materially adversely affected by additional issuances of common stock by us.

Any future issuances or sales of our common stock by us will be dilutive to our existing common stockholders. We may choose to raise additional capital to grow our business and implement our growth strategy through public or private issuances of our common stock or securities convertible into, or exchangeable for, our common stock. Sales of substantial amounts of our common stock in the public or private market, a perception in the market that such sales could occur, or the issuance of securities exercisable or convertible into our common stock, could dilute your interest in our share capital and adversely affect the prevailing price of our common stock. In addition, in the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed.

Our anti-takeover provisions may delay or prevent a change of control, which could adversely affect the price of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the completion of this offering, contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay “change of control” transactions, which could adversely affect the price of our common stock. These provisions include, among others:

▪

our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

▪

no cumulative voting in the election of directors, which prevents the minority stockholders from electing director candidates;

▪

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

▪

from and after such time as the JCF Stockholders and their affiliates cease to own (directly or indirectly) at least % of the shares of our outstanding common stock (the “Trigger Date”), actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;

▪

from and after the Trigger Date, special meetings of our stockholders can be called only by the board of directors, the Chairman of the board of directors, our chief executive officer, our president or other officer selected by a majority of our directors;

▪

advance notice procedures that stockholders, other than the JCF Stockholders prior to the Trigger Date, must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company;

▪

from and after the Trigger Date, a % stockholder vote is required for removal of a director and a director may only be removed for cause, and a % stockholder vote is required for the amendment, repeal or modification of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws;

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▪

the JCF Stockholders will have the right to designate nominees for election to our board of directors for so long as the JCF Stockholders beneficially own, in the aggregate, % or more of the aggregate number of shares of voting stock that they own as of the completion of this offering; and

▪

our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.

Certain anti-takeover provisions under Delaware law also apply to our company. In general, Section 203 of the Delaware General Corporation Law (“DGCL”), an anti-takeover provision, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an “interested stockholder,” or person or group owning 15% or more of the corporation’s voting stock, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in the manner prescribed by the DGCL and Delaware Court of Chancery.

We intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL; however, our amended and restated certificate of incorporation will contain provisions that have generally the same effect as Section 203. Nonetheless, our amended and restated certificate of incorporation will provide that the JCF Stockholders, their respective affiliates and successors, and their respective direct and indirect transferees are not deemed “interested stockholders” for purposes of such provisions and therefore will not be subject to such provisions regardless of the percentage of our voting stock owned by them. See “Description of Capital Stock — Anti-Takeover Provisions — Section 203 of the DGCL.”

Our amended and restated certificate of incorporation and amended and restated bylaws will provide, for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

Our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the completion of this offering, will provide, that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on behalf of us, (B) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, agents or stockholders to us or our stockholders, including without limitation a claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against us or any of our current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, and the rules and regulations promulgated thereunder, including all causes of action asserted against any defendant to such complaint; (iii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to these provisions; and (iv) failure to enforce the foregoing provisions would cause us irreparable harm, and we will be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

This exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Nothing in our amended and restated certificate of incorporation or amended and restated bylaws precludes stockholders that assert claims under the Exchange Act, from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving

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corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. If a court were to find the choice of forum provision that will be contained in our amended and restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former directors, officers, other employees, agents or stockholders, which may discourage such claims against us or any of our current or former directors, officers, other employees, agents or stockholders and result in increased costs for investors to bring a claim.

We are a holding company and rely on dividends, distributions, and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.

We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers, including for payments in respect of indebtedness, at the holding company level from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to pay dividend distributions or other transfers to us. Each of our subsidiaries is a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit our ability to obtain cash from them. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Any statements made in this prospectus that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “believe,” “could,” “estimates,” “expect,” “forecast,” “intend,” “may,” “plan,” “projects,” “should,” “suggests,” “targets,” “will,” “would” and other similar expressions. These forward-looking statements are contained throughout this prospectus, including the sections titled “Prospectus Summary,” “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. As you read and consider this prospectus, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include:

▪

a deterioration in the economic or inflationary environment in the United States, Canada, the United Kingdom or Latin America, including the interest rate environment;

▪

our ability to replace our portfolios of nonperforming loans with additional portfolios sufficient to operate efficiently and profitably;

▪

our ability to continue to purchase nonperforming loans at appropriate prices;

▪

our ability to collect sufficient amounts on our nonperforming loans to fund our operations;

▪

our ability to collect on our portfolios consisting of new types of receivables or receivables in new geographies where we are less experienced;

▪

the possibility that third parties we rely on to conduct collection and other activities fail to perform their services;

▪

the possibility that we could recognize significant decreases in our estimate of future recoveries on nonperforming loans;

▪

changes in, or interpretations of, federal, state, local, or international laws, including bankruptcy and collection laws, or changes in the administrative practices of various bankruptcy courts, which could negatively impact our business or our ability to collect on nonperforming loans;

▪

goodwill impairment charges that could negatively impact our net income and stockholders’ equity;

▪

our loss contingency accruals may not be adequate to cover actual losses;

▪

our ability to manage risks associated with our international operations;

▪

our ability to collect and enforce our nonperforming loans may be limited under federal, state, and international laws, regulations, and policies;

▪

our ability to comply with existing and new regulations of the collection industry, the failure of which could result in penalties, fines, litigation, damage to our reputation, or the suspension or termination of or required modification to our ability to conduct our business;

▪

adverse outcomes in pending or future litigation or administrative proceedings;

▪

changes in tax laws and interpretations regarding earnings of our domestic and international operations;

▪

the possibility that class action suits and other litigation could divert management’s attention and increase our expenses;

▪

investigations, reviews, or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau, which could result in changes to our business practices, negatively impact

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our deployment volume, make collection of account balances more difficult, or expose us to the risk of fines, penalties, restitution payments, and litigation;

▪

the possibility that compliance with complex and evolving international and United States laws and regulations that apply to our international operations could increase our cost of doing business in international jurisdictions;

▪

our ability to comply with data privacy regulations such as the General Data Protection Regulation;

▪

our ability to retain, expand, renegotiate or replace our credit facility and our ability to comply with the covenants under our financing arrangements;

▪

our ability to refinance our indebtedness;

▪

our ability to service our outstanding indebtedness;

▪

changes in interest or exchange rates, which could reduce our net income, and the possibility that future hedging strategies may not be successful;

▪

the possibility that we could incur business or technology disruptions or cybersecurity incidents;

▪

disruptions of business operations caused by the underperformance or failure of information technology infrastructure, networks or telephone systems; and

▪

other factors disclosed in this prospectus.

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares of our common stock in this offering will be approximately $ million, based upon an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock offered by the selling stockholders, including upon the sale of shares of our common stock by the selling stockholders if the underwriters exercise their option to purchase additional shares of our common stock.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds that we receive from this offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of our common stock offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately $ million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

As of March 31, 2025, we had $524.3 million in aggregate principal amount outstanding under the Revolving Credit Facility, maturing on April 26, 2028. Interest on borrowings designated as SOFR Loans, CORRA Loans and Daily Simple SONIA Loans accrues at a rate equal to SOFR, the CORRA Rate or Daily Simple SOFR (each as defined in the Revolving Credit Agreement), as applicable, plus 3.00-3.50% (currently % and pro forma for the repayment described above, %). Certain of the underwriters and/or certain of their affiliates are arrangers, agents and/or lenders under the Revolving Credit Facility and therefore may receive a portion of the net proceeds from this offering. See “Underwriting.”

The expected use of the net proceeds from this offering described above represents our intentions based on our current plans and business conditions, which could change in the future as our plans and business conditions evolve. Our management will have broad discretion over the use of the net proceeds from this offering, and our investors will be relying on the judgment of our management regarding the application of the net proceeds of this offering.

Pending the use of the net proceeds from this offering as described above, we intend to invest the net proceeds in a variety of capital preservation instruments, including short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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DIVIDEND POLICY

We currently intend to pay quarterly cash dividends of $ per share on our common stock beginning in the quarter of 2025, representing an initial amount of $ million per quarter, although any declaration of dividends will be at the discretion of our board of directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends.

We also may consider share repurchase programs in the future to supplement our dividend policy. Our board of directors will need to approve any share repurchase program in the future, and it has not approved any such program at this time.

Delaware law requires that dividends be paid only out of “surplus,” which is defined as the fair market value of our net assets, minus our stated capital, or out of the current or the immediately preceding year’s earnings. We are a holding company and have no direct operations. All of our business operations are conducted through our subsidiaries, with substantially all of such business conducted through our wholly owned indirect subsidiary Jefferson Capital Holdings, LLC. Any dividends we pay will depend upon the funds legally available for distribution, including dividends or distributions from our subsidiaries to us. Jefferson Capital Holdings, LLC’s ability to pay dividends or make distributions is limited by the Revolving Credit Facility and the indentures governing the Senior Notes, which may in turn limit our ability to declare and pay dividends on our common stock. Our ability to declare and pay dividends also may be limited by the terms of any future credit agreement or any future debt or preferred securities of ours or of our subsidiaries. Accordingly, you may need to sell your shares of common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors — Risks Related to This Offering and Ownership of Our Common Stock — There can be no assurance that we will continue to declare cash dividends or repurchase our shares at all or in any particular amounts.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2025 on:

▪

an actual basis reflecting the financial position of Jefferson Capital Holdings, LLC;

▪

an as adjusted basis to give effect to the Reorganization and the issuance of 2030 Notes and the application of the net proceeds therefrom; and

▪

an as further adjusted basis to give further effect to our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described in the section titled “Use of Proceeds.”

The selling stockholders are also selling shares of common stock in this offering. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders in this offering, including from any exercise by the underwriters of their option to purchase additional shares from the selling stockholders.

You should read this table together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The as further adjusted information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

	As of MARCH 31, 2025
	Actual			As Adjusted			AS FURTHER ADJUSTED(1)
	(in MILLIONS, except share and per share amounts)
Cash and cash equivalents		$	27.0		$	27.0		$
Debt:
Revolving Credit Facility(2)		$	524.3		$	33.3		$
2026 Notes			300.0			300.0
2029 Notes			400.0			400.0
2030 Notes(2)			—			500.0
Total debt		$	1,224.3			1,233.3
Member’s/stockholders’ equity:
Contribution by member			—			—
Preferred stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; shares authorized, no shares issued or outstanding, as adjusted and as further adjusted			—			—
Common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; shares authorized and shares issued and outstanding, as adjusted; shares authorized and shares issued and outstanding, as further adjusted			—			—
Additional paid-in capital			—			—			(3)
Retained earnings			446.3			446.3
Accumulated other comprehensive income			(11.7)			(11.7)
Total member’s/stockholders’ equity			434.6			434.6
Total capitalization		$	1,658.9		$	1,667.9		$

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(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, each of as further adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million shares of our common stock offered by us would increase or decrease, as applicable, each of as further adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, assuming that the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)

On May 2, 2025, we issued $500.0 million of the 2030 Notes. The proceeds therefrom, net of fees and expenses, of approximately $491.0 million were used to pay down the outstanding balance under the Revolving Credit Facility. See “Description of Certain Indebtedness — 8.250% Senior Notes due 2030.”

(3)

Reflects the impact of the Reorganization shown in the section titled “Unaudited Pro Forma Consolidated Financial Information.” $64.1 million net impact includes a charge to recognize the estimated net deferred tax liabilities of approximately $72.4 million as of March 31, 2025 arising from the temporary differences between the historical cost basis and tax basis of our assets and liabilities as a result of the change in tax status due to the Reorganization, net of the contribution of federal NOLs, state NOLs and tax credit carryforwards that Jefferson Capital, Inc. will succeed to as part of the Reorganization. Also includes a positive impact of $8.3 million from the elimination in the Reorganization of a liability associated with the prior Long Term Incentive Plan. See “Unaudited Pro Forma Consolidated Financial Information” for more information.

▪

shares of our common stock issuable upon the exercise of stock options we expect to grant in connection with the Reorganization and this offering in respect of certain profits interests that are out-of-the-money at the initial public offering price, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, to certain executive officers, directors and employees under our 2025 Plan, which will become effective in connection with this offering, at an exercise price equal to the distribution threshold of the out-of-the-money Class B Units multiplied by the exchange ratio;

▪

remaining shares of our common stock reserved for future issuance under the 2025 Plan (after giving effect to the issuance of the options described above). Such number also excludes any shares that become issuable pursuant to provisions in the 2025 Plan that automatically increase the share reserve under the 2025 Plan. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.”

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the as further adjusted net tangible book value per share of our common stock after this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the net tangible book value (deficit) per share attributable to the shares of common stock held by our pre-initial public offering equity holders.

After giving effect to the Reorganization, our as adjusted net tangible book value as of March 31, 2025 was $ million, or $ per share, based on shares of our common stock outstanding after the Reorganization. After giving effect to the sale of our shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses of $ payable by us, our as further adjusted net tangible book value as of , 2025 was $ million, or $ per share. This amount represents an immediate and substantial dilution of $ per share to new investors purchasing common stock in this offering. As further adjusted net tangible book value per share represents the book value of our tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding, after giving effect to the foregoing adjustments.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share

As adjusted net tangible book value per share as of March 31, 2025

Increase in the as adjusted net tangible book value per share attributable to this offering

As further adjusted net tangible book value per share after this offering

Dilution in as adjusted net tangible book value (deficit) per share of our common stock to new investors purchasing common stock in this offering

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as further adjusted net tangible book value per share after this offering by approximately $ , and dilution in as further adjusted net tangible book value per share to new investors by approximately $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1.0 million shares in the number of shares offered by us would increase our as further adjusted net tangible book value per share after this offering by $ per share and decrease the dilution to new investors purchasing common stock in this offering to $ per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1.0 million shares in the number of shares offered by us would decrease our as further adjusted net tangible book value per share after this offering by $ per share and increase the dilution to new investors purchasing common stock in this offering to $ per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes on the pro forma as adjusted basis described above, as of , 2025, the difference between the number of shares of common stock purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by our existing stockholders and new investors in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows,

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new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

	Shares of Common Stock Purchased			Total Consideration				Average Price Per Share of Common Stock
	Number	Percent		Amount		Percent		Average Price Per Share of Common Stock
Existing stockholders			%		$		%		$
New investors
Total			100.0%		$		100.0%		$

A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ million, $ million and $ per share, respectively. An increase (decrease) of in the number of shares of our common stock offered by us in this offering would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ million, $ million and $ per share, respectively.

The above discussion and tables are based on an assumed number of shares of our common stock outstanding upon completion of this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of our common stock from the selling stockholders. If the underwriters exercise in full their option to purchase additional shares of our common stock, our existing stockholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon completion of this offering.

The foregoing discussion does not reflect any potential purchases made by participants in the directed share program that are associated with us.

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THE REORGANIZATION

[MISSING IMAGE: fc_reorganization-bw.jpg]

(1)

Issuer of the 2026 Notes, 2029 Notes and 2030 Notes.

(2)

Following a series of transactions that we will engage in immediately prior to the completion of this offering, which we refer to collectively as the “Reorganization,” Jefferson Capital, Inc. will become a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which will remain a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. will also succeed to federal NOLs, state NOLs and tax carryforwards under Section 381 of the Code as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC following the Reorganization and this offering, Jefferson Capital, Inc. will operate and control all of the business and affairs, and consolidate the financial results of, Jefferson Capital Holdings, LLC and its subsidiaries.

To effect the Reorganization, the current direct and indirect owners of JCAP TopCo, LLC will, among other things, exchange their direct and indirect interests in JCAP TopCo, LLC for shares of our common stock. As a result of the Reorganization and after giving effect to the completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus:

▪

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▪

The number of shares of common stock that will be received by the JCF Stockholders, the Former Canaccede Stockholders and the Management Stockholders in exchange for the 132,828,019 Class A Units and Class C Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization will be based on an exchange ratio of one share of our common stock for every 2.65656038 interests in JCAP TopCo, LLC, resulting in an aggregate of 50,000,000 shares of our common stock being issued in exchange for such Class A Units and Class C Units. In addition, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, an aggregate of shares of common stock will be issued in exchange for the 27,937,232 Class B Units of JCAP TopCo, LLC outstanding immediately prior to the Reorganization, resulting in a total of shares of common stock outstanding immediately after the Reorganization and before giving effect to this offering.

The number of shares of common stock that the Management Stockholders will collectively receive pursuant to the Reorganization will be based in part on the value that Management Invest LLC would have received under the distribution provisions of the limited liability agreement of JCAP TopCo, LLC, with shares of our common stock valued by reference to the ultimate initial public offering price of shares of common stock in this offering. Specifically, of the shares of common stock to be issued to the Management Stockholders in the Reorganization, shares will be issued in respect of Class B Units of Management Invest LLC (which correspond to Class B Units of JCAP TopCo, LLC) that are “in-the-money” but remain subject to certain vesting conditions specified in individual award agreements. These shares will be issued as restricted stock either with the same time-based vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization or, if such corresponding Class B Units had performance vesting requirements, with a three year time-vesting requirement. If the vesting conditions of the restricted stock are not satisfied, such restricted stock will be forfeited and canceled. See “The Reorganization” and “Executive Compensation — Equity Compensation — Class B Unit Grants.”

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended, to reflect the impact of the Reorganization described in “The Reorganization” and this offering.

The unaudited pro forma consolidated balance sheet as of March 31, 2025 presents Jefferson Capital, Inc.’s consolidated financial position after giving pro forma effect to the Reorganization and this offering and the application of the net proceeds therefrom as described in the section titled “Use of Proceeds,” as if they had occurred on March 31, 2025. The unaudited pro forma consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and for the year ended December 31, 2024 presents Jefferson Capital, Inc.’s consolidated results of operations after giving pro forma effect to the Reorganization and this offering and the application of the net proceeds therefrom as described in the section titled “Use of Proceeds,”, as if they had occurred on January 1, 2024.

We have derived the unaudited pro forma consolidated balance sheet as of March 31, 2025 and the unaudited pro forma consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and for the year ended December 31, 2024 from the consolidated financial statements and related notes of Jefferson Capital Holdings, LLC included elsewhere in this prospectus.

The unaudited pro forma consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable but are subject to change. The unaudited pro forma consolidated financial information has been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will become a taxpaying entity subject to U.S. federal, state and foreign income taxes.

The unaudited pro forma consolidated financial information is provided for informational purposes only and is not necessarily indicative of the results of operations or financial position that would have occurred if the Reorganization and this offering had occurred as of the dates set forth above, nor is it indicative of our future results.

The unaudited pro forma consolidated financial information should be read together with the sections titled “Basis of Presentation,” “The Reorganization,” “Use of Proceeds,” “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Jefferson Capital Holdings, LLC’s audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

The Reorganization and This Offering

For purposes of the unaudited pro forma consolidated financial information presented in this prospectus, we have assumed that the shares offered by this prospectus are sold at an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and that Jefferson Capital, Inc. will issue and sell shares of common stock in this offering.

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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF March 31, 2025
(AMOUNTS IN MILLIONS EXCEPT UNIT AND SHARE DATA)

	Actual Jefferson Capital Holdings, LLC			Reorganization Adjustments				Pro Forma Jefferson Capital, Inc.			OFFERING ADJUSTMENTS				PRO FORMA AS ADJUSTED JEFFERSON CAPITAL, INC.
Assets
Cash and cash equivalents		$	27.0		$	—			$	27.0		$	—			$	27.0
Restricted cash and cash equivalents			3.4			—				3.4			—				3.4
Investments in receivables, net			1,561.6			—				1,561.6			—				1,561.6
Credit card receivables (net of allowance for credit losses of $1,907)			16.0			—				16.0			—				16.0
Prepaid expenses and other assets			41.0			—				41.0			—				41.0
Other intangible assets, net			8.9			—				8.9			—				8.9
Goodwill			57.7			—				57.7			—				57.7
Total assets		$	1,715.6		$	—			$	1,715.6		$	—			$	1,715.6
Liabilities and Member’s / Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses		$	67.0		$	(8.3)	(A)		$	58.7		$	—			$	58.7
Deferred tax liability			2.0			72.4	(B)			74.4			—				74.4

Notes payable, net			1,212.0			—				1,212.0			—	(D)			1,212.0
Total liabilities			1,281.0			64.1				1,345.1			—				1,345.1
Commitments and contingencies			—			—				—
Member’s / Stockholders’ Equity:
Contribution by member
Common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; shares authorized and shares issued and outstanding, pro forma; shares authorized and shares issued and outstanding, pro forma as adjusted			—				(C)							(E)
Additional paid-in capital			—				(C)							(E)
						(64.1)	(F)			(64.1)				(F)			(64.1)
Retained earnings			446.7			—				446.7			—				446.7
Accumulated other comprehensive income			(12.1)			—				(12.1)			—				(12.1)
Total equity		$	434.6		$	(64.1)			$	370.5		$				$	370.5
Total liabilities and member’s / stockholders’ equity		$	1,715.6		$	—			$	1,715.6		$				$	1,715.6

See accompanying notes to unaudited pro forma consolidated financial information.

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(AMOUNTS IN MILLIONS EXCEPT UNIT AND SHARE DATA)

	Actual Jefferson Capital Holdings, LLC			Reorganization Adjustments				Pro Forma Jefferson Capital, Inc.			OFFERING ADJUSTMENTS			PRO FORMA AS ADJUSTED JEFFERSON CAPITAL, INC.
Revenues:
Total portfolio income		$	138.7		$	—			$	138.7		$	—		$	138.7
Changes in recoveries			3.6			—				3.6			—			3.6
Total portfolio revenue			142.3			—				142.3			—			142.3
Credit card revenue			1.9			—				1.9			—			1.9
Servicing revenue			10.7			—				10.7			—			10.7
Total revenues			154.9			—				154.9			—			154.9
Provision for credit losses			0.5			—				0.5			—			0.5
Operating expenses:
Salaries and benefits			14.0			—				14.0			—			14.0
Servicing expenses			42.8			—				42.8			—			42.8
Depreciation and amortization			1.6			—				1.6			—			1.6
Professional fees			2.2			—				2.2			—			2.2
Canaccede exit consideration			—			—				—			—			—
Other selling, general and administrative			4.5			—				4.5			—			4.5
Total operating expenses			65.1			—				65.1			—			65.1
Net operating income			89.3			—				89.3			—			89.3
Other income (expense):
Interest expense			(24.8)			—				(24.8)			—			(24.8)
Foreign exchange and other income (expense)			2.5			—				2.5			—			2.5
Total other income (expense)			(22.3)			—				(22.3)			—			(22.3)
Income before income taxes			67.0			—				67.0			—			67.0
Provision for income taxes			(2.8)			(13.6)	(AA)			(16.4)			—			(16.4)
Net Income			64.2			(13.6)				50.6			—			50.6
Net income attributable to noncontrolling interest			—			—				—			—			—
Income attributable to Jefferson Capital Holdings, LLC		$	64.2		$	(13.6)			$	50.6			—		$	50.6
Foreign currency translation			3.9			—				3.9			—			3.9
Comprehensive income		$	68.1		$	(13.6)			$	54.5			—		$	54.5
Pro forma net income per share attributable to common stockholders:
Basic
Diluted
Pro forma weighted-average common shares outstanding:
Basic
Diluted

See accompanying notes to unaudited pro forma consolidated financial information.

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(AMOUNTS IN MILLIONS EXCEPT UNIT AND SHARE DATA)

	Actual Jefferson Capital Holdings, LLC			Reorganization Adjustments				Pro Forma Jefferson Capital, Inc.			OFFERING ADJUSTMENTS			PRO FORMA AS ADJUSTED JEFFERSON CAPITAL, INC.
Revenues:
Total portfolio income		$	396.3		$	—			$	396.3		$	—		$	396.3
Changes in recoveries			(0.4)			—				(0.4)			—			(0.4)
Total portfolio revenue			395.9			—				395.9			—			395.9
Credit card revenue			8.3			—				8.3			—			8.3
Servicing revenue			29.1			—				29.1			—			29.1
Total revenues			433.3			—				433.3			—			433.3
Provision for credit losses			3.5			—				3.5			—			3.5
Operating expenses:
Salaries and benefits			48.1			—				48.1			—			48.1
Servicing expenses			130.9			—				130.9			—			130.9
Depreciation and amortization			2.6			—				2.6			—			2.6
Professional fees			11.4			—				11.4			—			11.4
Canaccede exit consideration			7.7			—				7.7			—			7.7
Other selling, general and administrative			8.8			—				8.8			—			8.8
Total operating expenses			209.5			—				209.5			—			209.5
Net operating income			220.3			—				220.3			—			220.3
Other income (expense):
Interest expense			(77.2)			—				(77.2)			—			(77.2)
Foreign exchange and other income (expense)			(5.5)			—				(5.5)			—			(5.5)
Total other income (expense)			(82.7)			—				(82.7)			—			(82.7)
Income before income taxes			137.6			—				143.7			—			143.7
Provision for income taxes			(8.7)			(23.9)	(BB)			(32.6)			—			(32.6)
Net Income			128.9			(23.9)				105.0			—			105.0
Income attributable to Jefferson Capital Holdings, LLC		$	128.9		$	(23.9)			$	105.0			—		$	105.0
Foreign currency translation			(14.0)			—				(14.0)			—			(14.0)
Comprehensive income		$	114.9		$	(23.9)			$	91.0			—		$	91.0
Pro forma net income per share attributable to common stockholders:
Basic
Diluted
Pro forma weighted-average common shares outstanding:
Basic
Diluted

See accompanying notes to unaudited pro forma consolidated financial information.

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Notes to Unaudited Pro Forma Consolidated Financial Information

1. Basis of Presentation and Description of the Transactions

The unaudited pro forma consolidated balance sheet as of March 31, 2025 assumes the Reorganization and this offering occurred on March 31, 2025. The unaudited pro forma consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and for the year ended December 31, 2024 presents the pro forma effect of the Reorganization and this offering as if they had occurred on January 1, 2024.

The Reorganization and This Offering

Jefferson Capital, Inc., the issuer in this offering, was formed in connection with this offering to serve as a holding company that will indirectly wholly own Jefferson Capital Holdings, LLC and its subsidiaries. Jefferson Capital, Inc. has not engaged in any business or other activities other than those incidental to its formation, the Reorganization described herein and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

Following a series of transactions that Jefferson Capital, Inc. will engage in immediately prior to the completion of this offering, which are referred to collectively as the “Reorganization,” Jefferson Capital, Inc. will become a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which will remain a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. will also succeed to federal NOLs, state NOLs and of tax credit carryforwards under Section 381 of the Code as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. As indirect parent of Jefferson Capital Holdings, LLC following the Reorganization and this offering, Jefferson Capital, Inc. will operate and control all of the business and affairs and consolidate the financial results of Jefferson Capital Holdings, LLC and its subsidiaries.

To effect the Reorganization, the current direct and indirect owners of JCAP TopCo, LLC, which include (i) entities affiliated with J.C. Flowers, (ii) members of Management Invest LLC, an entity through which employees of JCAP TopCo, LLC and its subsidiaries and certain of our directors hold equity interests, and (iii) former equity holders of Canaccede, will, among other things, exchange their direct and indirect interests in JCAP TopCo, LLC for shares of Jefferson Capital, Inc.’s common stock. The entities affiliated with J.C. Flowers, members of Management Invest LLC and former stockholders of Canaccede who will own shares of Jefferson Capital, Inc’s common stock following the Reorganization and this offering are referred to as the “JCF Stockholders,” “Management Stockholders” and “Former Canaccede Stockholders,” respectively. The number of shares of common stock that the Management Stockholders will collectively receive pursuant to the Reorganization will be based in part on the value that Management Invest LLC would have received under the distribution provisions of the limited liability agreement of JCAP TopCo, LLC, with shares of our common stock valued by reference to the ultimate initial public offering price of shares of common stock in this offering. The unaudited pro forma consolidated financial information presented assumes an initial public offering price of $ per share of our common stock, which is the midpoint of the price range set forth on the cover page of this prospectus.

The number of shares of common stock that are outstanding on a pro forma basis in the pro forma balance sheet excludes shares that are to be issued in respect of Class B Units of Management Invest LLC (which correspond to Class B Units of JCAP TopCo, LLC) that are “in-the-money” but remain subject to certain vesting conditions specified in individual award agreements. These shares will be issued as restricted stock either with the same time-based vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization or, if such corresponding Class B Units had performance vesting requirements, with a three-year time-based vesting requirement. Although these restricted shares will be legally issued and outstanding, they will not be considered outstanding under accounting principles generally accepted in the United States of America, since they remain subject to time-based vesting requirements and repurchase by the Company until they have vested.

See “The Reorganization” for a description of the Reorganization and a chart depicting Jefferson Capital, Inc.’s structure after giving effect to the Reorganization and this offering.

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2. Adjustments to Unaudited Pro Forma Consolidated Financial Information

Reorganization-related Adjustments to Unaudited Pro Forma Consolidated Balance Sheet

Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of March 31, 2025 for the Reorganization are as follows:

(A) Represents the elimination of the $8.3 million liability associated with the prior Long Term Incentive Plan as the Class B Units will be exchanged into newly issued shares or canceled in the Reorganization.

(B) Jefferson Capital, Inc. is subject to U.S. federal, state and local income taxes and will file consolidated income tax returns for U.S. federal and certain state and local jurisdictions. This adjustment reflects the recognition of deferred taxes resulting from Jefferson Capital, Inc.’s status as a C corporation using the federal statutory tax rate in effect for the respective periods and the applicable state tax rates. Jefferson Capital, Inc. will succeed to federal NOLs, state NOLs and tax credit carryforwards on a tax-effected basis under Section 381 of the Code, as a result of its acquisition in the Reorganization of certain affiliated corporations that held direct or indirect equity interests in JCAP TopCo, LLC. Temporary differences in the book basis as compared to the tax basis in the Company’s net investment in receivables portfolios and its other assets and liabilities resulted in an unaudited pro forma tax-effected deferred tax liability, resulting in an additional net deferred tax liability of $72.4 million as of March 31, 2025.

(C) Represents the exchange of direct and indirect interests in JCAP TopCo, LLC for shares of Jefferson Capital, Inc.’s common stock pursuant to the Reorganization, including shares issued to retire the Long Term Incentive Plan under (A).

Offering-related Adjustments to Unaudited Pro Forma Consolidated Balance Sheet

Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of March 31, 2025 for this offering are as follows:

(D) Represents our use of approximately $ million of the net proceeds from this offering to repay outstanding borrowings under the Revolving Credit Facility, as described in the section titled “Use of Proceeds.”

(E) Represents net proceeds to us of approximately $ million from our sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and payment of one-time incremental costs associated with this offering. The sum of these costs, which are primarily legal, accounting and other direct costs related to this offering, is approximately $ million.

(F) Represents the net impact to equity from the combination of the impacts to assets and liabilities from (A), (B) and (E).

Reorganization-related Adjustments to Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Income

Transaction accounting adjustments included in the unaudited pro forma consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and for the year ended December 31, 2024 for the Reorganization are as follows:

(AA) Prior to the Reorganization, Jefferson Capital Holdings, LLC and its subsidiaries are subject to income taxes only on their non-U.S. operations, primarily in Canada, the United Kingdom and Colombia. Following the Reorganization and this offering, Jefferson Capital, Inc. will be subject to U.S. federal, state and local income taxes. As a result, the pro forma statement of operations and comprehensive income reflects an adjustment to the Company’s provision for corporate income taxes based on statutory rates in effect during the period. While the Company had positive pre-tax income for its U.S. operations, because the Company had a U.S. taxable loss during the three months ended March 31, 2025, Jefferson Capital, Inc. would not have paid any income tax during the three months ended March 31, 2025. The provision for income taxes resulting from the Reorganization reflects an accrual for timing differences of

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$13.6 million that would have resulted in an increase in the pro forma deferred tax liability for Jefferson Capital, Inc. at March 31, 2025.

(BB) Prior to the Reorganization, Jefferson Capital Holdings, LLC and its subsidiaries are subject to income taxes only on their non-U.S. operations, primarily in Canada, the United Kingdom and Colombia. Following the Reorganization and this offering, Jefferson Capital, Inc. will be subject to U.S. federal, state and local income taxes. As a result, the pro forma statement of operations and comprehensive income reflects an adjustment to the Company’s provision for corporate income taxes based on statutory rates in effect during the period.

For the year ended December 31, 2024, while the Company also had positive pre-tax income for its U.S. operations, the Company also had a U.S. taxable loss, so the Company would also not have paid any income tax for the year ended December 31, 2024. The provision for income taxes resulting from the Reorganization reflects an accrual for timing differences of $23.9 million that would have resulted in an increase in the pro forma deferred tax expense for Jefferson Capital, Inc. at December 31, 2024.

3. Earnings per Share

Basic and diluted pro forma net income per share represents net income attributable to Jefferson Capital, Inc. divided by the weighted-average number of shares of common stock outstanding, assuming that this offering occurred on January 1, 2024. The table below presents the computation of pro forma basic and diluted net income per share for Jefferson Capital, Inc. for the three months ended March 31, 2025 and the year ended December 31, 2024 (in millions, except per share amounts):

THREE MONTHS ENDED
MARCH 31, 2025

Year Ended
December 31, 2024

Numerator:

Pro forma net income attributable to Jefferson Capital, Inc.

50.6

105.0

Denominator:

Pro forma weighted average shares of common stock outstanding, following the Reorganization – basic

Pro forma weighted average number of shares of common stock issued in exchange for vested Class B Units – basic

Pro forma adjustment to reflect the issuance of common stock in this offering – basic

Weighted average shares of common stock outstanding used in
computing pro forma net income per share attributable to common
stockholders – basic

Pro forma adjustment for weighted average number of shares outstanding associated with unvested Class B Units – diluted(1)

Weighted average shares of common stock outstanding used in
computing pro forma net income per share attributable to common
stockholders – diluted

Pro forma net income per share attributable to common stockholders – basic

Pro forma net income per share attributable to common stockholders – diluted

(1)

The dilutive impact of unvested incentive units was determined using the treasury stock method unless their effect is anti-dilutive. For the year ended December 31, 2024, unvested Class B Units were anti-dilutive due to for that period. For the three months ended March 31, 2024, unvested Class B Units were anti-dilutive due to for that period.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections of this prospectus titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We provide debt recovery solutions and other related services across a broad range of consumer receivables, including credit card, secured and unsecured automotive, telecom and utilities, and other receivables. We primarily purchase portfolios of previously charged-off consumer receivables at deep discounts to face value and manage them by working with individuals as they repay their obligations and work toward financial recovery. Previously charged-off receivables include receivables subject to bankruptcy proceedings. We also provide debt servicing and other portfolio management services to credit originators for nonperforming loans. In addition, through our credit card acquisition programs, we earn credit card revenue. All deployments are made from independent third parties.

We operate and manage our business through four reportable segments that are based on geography: United States, United Kingdom, Canada and Latin America. We also have the following two primary lines of business:

▪

Distressed, our largest line of business, represents the purchase, collection and servicing collection of nonperforming consumer loans; and

▪

Insolvency, which consists of the purchasing and/or servicing of financial assets of consumers who have entered bankruptcy through Chapter 7 or 13 of the U.S. Bankruptcy Code in the United States, consumer proposal, credit counseling, or bankruptcy in Canada and the United Kingdom.

We are headquartered in Minneapolis, Minnesota, and as of March 31, 2025, with 1,148 FTE (including our Mumbai co-sourced operation).

Our Business Model

Portfolio Purchasing

We purchase portfolios of nonperforming loans, and occasionally those that are semi-performing and performing, through either single portfolio transactions, referred to as spot sales, or through the pre-arranged purchase of multiple portfolios at regular intervals, referred to as forward flow sales. Under a forward flow contract, we agree to purchase statistically similar nonperforming loan portfolios from credit grantors on a periodic basis at a negotiated price over a specified time period, generally from six months to a year.

We purchase portfolios of nonperforming loans from credit grantors through auctions and negotiated sales. In an auction process, the seller will assemble a portfolio of nonperforming loans and will seek purchase prices from specifically invited potential purchasers. In a privately negotiated sale process, the seller will contact one or more purchasers directly, receive a bid, and negotiate the terms of sale. In either case, invited purchasers will typically have already successfully completed a qualification process and due diligence examination that includes the seller’s review of the purchaser’s experience, financial standing, operating procedures, business practices, and compliance oversight.

We purchase receivables based on robust, account-level valuation methods and employ proprietary statistical and behavioral models across our operations. These methods and models allow us to value portfolios accurately (and limit the risk of overpaying), avoid buying portfolios that are incompatible with our methods or strategies, and align the accounts we purchase with our business and collection channels to maximize future collections. As a result, we have been able to realize attractive returns from the receivables we acquire. We maintain strong relationships with many of the largest financial service providers in the United States, Canada, United Kingdom and Latin America.

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Deployments and Collections

Creditors sell their volume in a mix of forward flow arrangements and competitive bid transactions.

Credit grantors decreased portfolio sales at the beginning of the COVID-19 pandemic in order to focus on customers’ needs and given government stimulus programs generating increased collections. Post-pandemic, we have seen a normalization of sales activity. However, sales levels are expected to fluctuate from quarter to quarter with portfolio pricing remaining competitive.

We believe that smaller competitors continue to face difficulties in the portfolio purchasing market because of the high cost to operate due to regulatory pressure, issuers’ selectiveness with buyers and lack of consistent access to capital. We believe these operational costs favor larger participants, such as us, because the larger market participants are better able to adapt to these pressures and commit to larger purchases and forward flow agreements.

Deployments

Our deployments are a mix of spot sales and forward flow agreements. The timing, contract duration and volumes for each contract can fluctuate leading to variation when compared to prior periods.

The average purchase price, as a percentage of face value, varies from period to period depending on, among other factors, the type and quality of the accounts purchased and the length of time from charge-off to the time we purchase the portfolios. For example, the average purchase price as a percentage of face value is higher for newly charged-off portfolios as compared to more seasoned portfolios because newly charged-off portfolios generally have higher liquidation rates. Similarly, portfolios consisting of paying accounts tend to have a higher purchase price relative to face value than non-paying accounts due to the higher expectations for collections, as well as lower anticipated collection costs. As a result, in periods that we purchase a higher percentage of newly charged-off assets or paying portfolios, we expect that our purchase price as a percentage of face value would be higher than would be in periods where a higher ratio of seasoned paper or non-paying portfolios were purchased.

Collections

We have two primary types of collection channels for the collection of our purchased receivables, legal and voluntary. The legal collection channel consists of collections that result from our internal legal channel or from our network of retained law firms. The voluntary collection channel utilizes call centers (domestic and offshore) and collection agencies. The call center collections include collections that result from our call centers, direct mail programs and digital collections. The collection agencies collections consist of collections from third-party collection agencies that we utilize when we believe they can liquidate better or less expensively than we can.

Key Business Metrics and Non-GAAP Financial Measures

We regularly review net operating income and net income along with a number of key business metrics and non-GAAP financial measures to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. Although we believe the key business metrics and non-GAAP financial measures we review are useful, they have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our financial results prepared in accordance with GAAP.

Key Business Metrics

Estimated Remaining Collections

We define ERC as the undiscounted sum of all future projected collections on our owned finance receivables portfolios. We calculate ERC using data derived from our databases of owned and serviced debt portfolio in the markets in which we operate and from our proprietary behavioral and asset valuation models. References to our ERC in this prospectus are references to gross ERC (which includes estimated collections in respect of the current charge-off balance). We believe that our ERC estimation represents an important supplemental measure to compare our cash generating capacity with other companies in the debt collection industry, even though we can provide no assurance that we will achieve such collections within a specified time period, or at all.

The following table summarizes the total ERC by geographic area, or segment, during the periods presented:

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	THREE MONTHS ENDED MARCH 31,						INCREASE (DECREASE)			% CHANGE		Year Ended December 31,						Increase (Decrease)			% Change
	2025			2024			INCREASE (DECREASE)			% CHANGE		2024			2023			Increase (Decrease)			% Change
	($ in Millions)											($ in Millions)
United States		$	2,155.2		$	1,517.5		$	637.7		42.0%		$	2,114.0		$	1,478.7		$	635.3		43.0%
Canada			317.8			198.4			119.4		60.2%			266.1			180.0			86.1		47.9%
United Kingdom			146.4			126.2			20.1		15.9%			151.8			113.2			38.7		34.2%
Latin America			218.5			163.2			55.4		33.9%			212.6			152.2			60.4		39.7%
Total ERC		$	2,837.9		$	2,005.3		$	832.6		41.5%		$	2,744.5		$	1,924.1		$	820.5		42.6%

ERC in our United States reportable segment included $304.9 million and $378.6 million from the Conn’s Portfolio Purchase for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively.

Deployments

Deployments refers to portfolios purchases in the ordinary course. We believe deployments represent an important measure of our investment activity. Deployments are a key driver of the growth of our ERC and a measure to compare growth in our business with the growth of other companies in the debt collection industry.

The following table summarizes the total deployments or purchases by geographic area, or reportable segments, during the periods presented:

	THREE MONTHS ENDED MARCH 31,						INCREASE (DECREASE)			% CHANGE		Year Ended December 31,						Increase (Decrease)			% Change
	2025			2024			INCREASE (DECREASE)			% CHANGE		2024			2023			Increase (Decrease)			% Change
	($ in Millions)											($ in Millions)
United States		$	119.5		$	63.3		$	56.2		88.8%		$	552.7		$	404.3		$	148.4		36.7%
Canada			52.0			20.6			31.4		152.4%			95.4			57.2			38.2		66.8%
United Kingdom			1.9			9.5			(7.6)		(80.0)%			29.4			26.7			2.7		10.1%
Latin America			1.8			8.0			(6.2)		(77.5)%			45.8			42.7			3.1		7.3%
Total Purchases		$	175.2		$	101.4		$	73.8		72.8%		$	723.3		$	530.9		$	192.4		36.2%

During the three months ended March 31, 2025, we invested $175.2 million to acquire receivable portfolios, with face values aggregating $2,757.4 million, for an average purchase price of 6.4% of face value. The amount invested in receivable portfolios increased $73.8 million, or 72.8%, compared with the $101.4 million invested during the three months ended March 31, 2024, to acquire receivable portfolios with face values aggregating $1,519.4 million, for an average purchase price of 6.7% of face value. During the year ended December 31, 2024, we invested $723.3 million to acquire receivable portfolios, with face values aggregating $9,837.1 million, for an average purchase price of 7.4% of face value. The amount invested in receivable portfolios increased $192.4 million, or 36.2%, compared with the $530.9 million invested during the year ended December 31, 2023, to acquire receivable portfolios with face values aggregating $14,828.5 million, for an average purchase price of 3.6% of face value. Deployments in our United States reportable segment included $238.0 million from the Conn’s Portfolio Purchase for the year ended December 31, 2024. For more information on the Deployments, see “— Our Business Model — Deployments and Collections — Deployments.”

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Collections

The following table summarizes the total collections by geographic area, or reportable segment, during the periods presented:

	THREE MONTHS ENDED MARCH 31,						INCREASE (DECREASE)			% CHANGE		Year Ended December 31,						Increase (Decrease)			% Change
	2025			2024			INCREASE (DECREASE)			% CHANGE		2024			2023			Increase (Decrease)			% Change
	($ in Millions)											($ in Millions)
United States		$	214.3		$	91.2		$	123.1		135.0%		$	420.3		$	284.6		$	135.7		47.7%
Canada			25.8			19.5			6.3		32.3%			85.9			82.2			3.7		4.5%
United Kingdom			10.2			8.7			1.5		17.2%			39.4			32.3			7.1		22.0%
Latin America			10.6			7.8			2.8		35.9%			39.0			31.9			7.1		22.3%
Total Collections		$	260.9		$	127.2		$	133.7		105.1%		$	584.6		$	431.0		$	153.6		35.6%

Collections from purchased receivables increased by $133.7 million or 105.1% to $260.9 million during the three months ended March 31, 2025, from $127.2 million during the three months ended March 31, 2024. Collections in our United States reportable segment included $89.1 million from the Conn’s Portfolio Purchase. The increase in collections from purchased receivables compared to the three months ended March 31, 2024, was primarily a result of increased purchases during the period. Collections from purchased receivables increased by $153.6 million or 35.6% to $584.6 million during the year ended December 31, 2024, from $431.0 million during the year ended December 31, 2023. The increase in collections from purchased receivables compared to the year ended December 31, 2023, was primarily a result of increased purchases during the period. Collections in our United States reportable segment included $26.5 million from the Conn’s Portfolio Purchase, which are consolidated from December 2024, when we began consolidating economics of the portfolios from Conn’s. For more information on the Collections, see “— Our Business Model — Deployments and Collections — Collections.”

Non-GAAP Financial Measures

Adjusted Net Income

Some of the limitations related to the use of adjusted net income as an analytical tool include:

▪

adjusted net income does not reflect our future requirements for capital expenditures or contractual commitments;

▪

adjusted net income does not reflect changes in, or cash requirements for, our working capital needs; and

▪

other companies in our industry may calculate adjusted net income differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, adjusted net income should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

Set forth below is a reconciliation of adjusted net income to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP.

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	THREE MONTHS ENDED MARCH 31,						INCREASE (DECREASE)			% CHANGE		Year Ended December 31,						Increase (Decrease)			% Change
	2025			2024			INCREASE (DECREASE)			% CHANGE		2024			2023			Increase (Decrease)			% Change
	($ in Millions)											($ in Millions)
Net income		$	64.2		$	32.9		$	31.3		95.1%		$	128.9		$	111.5		$	17.4		15.6%
Foreign exchange and other income (expense)			(2.5)			(0.1)			(2.4)		2,400.0%			5.5			(4.6)			10.1		(219.6)%
Stock-based compensation			0.4			1.2			(0.8)		(66.7)%			4.5			1.0			3.5		350.0%
Conn’s one-time items(1)			0.3			—			0.3		NM			4.3			—			4.3		NA
Canaccede exit consideration			0.2			—			0.2		NM			7.7			—			7.7		NA
Merger and acquisition and other one-time expenses(2)			0.3			0.2			0.1		50.0%			2.7			0.7			2.0		285.7%
Adjusted net income		$	62.9		$	34.2		$	28.7		83.9%		$	153.6		$	108.6		$	45.0		41.4%

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

Adjusted EBITDA

Some of the limitations related to the use of adjusted EBITDA as an analytical tool include:

▪

adjusted EBITDA does not reflect our future requirements for capital expenditures or contractual commitments;

▪

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

▪

adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to make interest or principal payments, on our debts;

▪

other companies in our industry may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

Set forth below is a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP.

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	THREE MONTHS ENDED MARCH 31,						INCREASE (DECREASE)			% CHANGE		Year Ended December 31,						Increase (Decrease)			% Change
	2025			2024			INCREASE (DECREASE)			% CHANGE		2024			2023			Increase (Decrease)			% Change
	($ in Millions)											($ in Millions)
Net income		$	64.2		$	32.9		$	31.3		95.1%		$	128.9		$	111.5		$	17.4		15.6%
Interest expense			24.8			17.2			7.6		44.2%			77.2			48.1			29.1		60.5%
Foreign exchange and other income (expense)			(2.5)			(0.1)			(2.4)		2,400.0%			5.5			(4.6)			10.1		(219.6)%
Provision for income taxes			2.7			1.9			0.8		42.1%			8.7			9.1			(0.4)		(4.4)%
Depreciation and amortization			1.6			0.6			1.0		166.7%			2.6			2.4			0.2		8.3%
Stock-based compensation			0.4			1.2			(0.8)		(66.7)%			4.5			1.0			3.5		350.0%
Conn’s one-time items(1)			0.3			—			0.3		NM			4.3			—			4.3		NA
Canaccede exit consideration			0.2			—			0.2		NM			7.7			—			7.7		NA
Merger and acquisition and other one-time expenses(2)			0.3			0.2			0.1		50.0%			2.7			0.7			2.0		285.7%
Adjusted EBITDA		$	92.0		$	53.9		$	38.1		70.7%		$	242.1		$	168.2		$	73.9		43.9%

“NM” — not meaningful

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

Non-GAAP Pro Forma Information

Set forth below is a pro forma financial measure that is not prepared in accordance with GAAP. We believe that such non-GAAP financial measure is an important supplemental measure of our operations and financial performance, pro forma for the Reorganization and the offering. This pro forma non-GAAP financial measure is not an alternative to the unaudited consolidated statement of operations and comprehensive income prepared in accordance with GAAP, and you should not consider it in isolation, or as a substitute for analysis of such pro forma financial statement. In addition, other companies in our industry may calculate such pro forma non-GAAP financial measure differently than we do, limiting its usefulness as a comparative measure. Set forth below is a reconciliation of pro forma net income per share, the most directly comparable pro forma financial measure calculated in accordance with GAAP, to pro forma adjusted net income per share, the pro forma non-GAAP financial measure that we present. Basic and diluted pro forma adjusted net income per share represents adjusted net income attributable to Jefferson Capital, Inc. divided by the weighted-average number of shares of common stock outstanding, assuming that this offering occurred on January 1, 2024.

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	THREE MONTHS ENDED MARCH 31, 2025
	ACTUAL JEFFERSON CAPITAL HOLDINGS, LLC			REORGANIZATION ADJUSTMENTS			PRO FORMA JEFFERSON CAPITAL, INC.			OFFERING ADJUSTMENTS			PRO FORMA AS ADJUSTED JEFFERSON CAPITAL, INC.
	(AMOUNTS IN MILLIONS EXCEPT UNIT AND SHARE DATA)
Net income attributable to Jefferson Capital Holdings, LLC		$	64.2		$	(13.6)		$	50.6		$	—		$	50.6
Foreign exchange and other income (expense)			(2.5)			0.6		$	(1.9)			—			(1.9)
Stock-based compensation			0.4			(0.1)			0.3			—			0.3
Conn’s one-time items(1)			0.3			(0.1)			0.2			—			0.2
Canaccede exit consideration			0.2						0.2			—			0.2
Merger and acquisition and other one-time expenses(2)			0.3			(0.1)			0.2			—			0.2
Adjusted net income		$	62.9		$	(13.3)		$	49.6			—		$	49.6
Weighted average shares of common stock outstanding used in computing pro forma net income per share attributable to common stockholders – basic
Weighted average shares of common stock outstanding used in computing pro forma net income per share attributable to common stockholders – diluted
Pro forma adjusted net income per share attributable to common stockholders – basic
Pro forma adjusted net income per share attributable to common stockholders – diluted

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

$13.3 million total pro forma impact to adjusted net income for the three months ended March 31, 2025 represents the $13.6 million of income tax accrual in (AA) in the section titled “Unaudited Pro Forma Consolidated Financial Information” plus the pro forma impact of an incremental income tax accrual at a 24.4% effective tax rate on consolidated pre-tax income from the $2.5 million of foreign exchange and other expense that is recognized in U.S. entities, $0.4 million of stock-based compensation related to an LTIP accrual, $0.3 million of Conn’s one-time expenses, $0.3 million of the merger and acquisition and other one-time expenses, and the full $0.2 million of Canaccede exit consideration expense, without an offset for an income tax accrual as it was not tax deductible. $49.6 million of pro forma adjusted net operating income, results in pro forma adjusted net income per share attributable to common stockholders of based on weighted average diluted shares of .

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	YEAR ENDED DECEMBER 31, 2024
	ACTUAL JEFFERSON CAPITAL HOLDINGS, LLC			REORGANIZATION ADJUSTMENTS			PRO FORMA JEFFERSON CAPITAL, INC.			OFFERING ADJUSTMENTS		PRO FORMA AS ADJUSTED JEFFERSON CAPITAL, INC.
	(AMOUNTS IN MILLIONS EXCEPT UNIT AND SHARE DATA)
Net income attributable to Jefferson Capital Holdings, LLC		$	128.9		$	(23.9)		$	105.0		—		$	105.0
Foreign exchange and other income (expense)			5.5			(1.3)			4.2
Stock-based compensation			4.5			(1.0)			3.5
Conn’s one-time items(1)			4.3			(1.0)			3.3
Canaccede exit consideration			7.7			—			7.7
Merger and acquisition and other one-time expenses(2)			2.7			(0.6)			2.1
Adjusted net income		$	153.6		$	(27.8)		$	125.8		—		$	125.8
Weighted average shares of common stock outstanding used in computing pro forma net income per share attributable to common stockholders – basic
Weighted average shares of common stock outstanding used in computing pro forma net income per share attributable to common stockholders – diluted
Pro forma adjusted net income per share attributable to common stockholders – basic
Pro forma adjusted net income per share attributable to common stockholders – diluted

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

$27.8 million total pro forma impact to adjusted net income for the year ended December 31, 2024 represents the $23.9 million of income tax accrual in (AA) in the section titled “Unaudited Pro Forma Consolidated Financial Information” plus the pro forma impact of an incremental income tax accrual at a 23.2% effective tax rate on United States derived pre-tax income from $5.5 million of foreign exchange and other income (expense) that is recognized in U.S. entities, $4.5 million of stock-based compensation related to an LTIP accrual, $4.3 million of Conn’s one-time expenses, $2.7 million of merger and acquisition and other one-time expenses, and the full $7.7 million of Canaccede exit consideration expense, without an offset for an income tax accrual as it was not tax deductible. $125.8 million of pro forma adjusted net operating income, results in pro forma adjusted net income per share attributable to common stockholders of based on weighted average diluted shares of .

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Components of Results of Operations

Revenue

Our revenue is primarily derived from total portfolio revenue, which is revenue recognized from engaging in debt purchasing and recovery activities, and from credit card and servicing revenue streams.

Total Portfolio Revenue

Portfolio revenue consists of two components: (i) total portfolio income, which is the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the established pool effective interest rate (“EIR”)), and (ii) changes in recoveries, which includes recoveries above or below forecast (the difference between actual cash collected or recovered during the current period and expected cash recoveries for the current period) and changes in expected future recoveries (the present value change of expected future recoveries, where such change generally results from changes to the expected timing of collections and changes to the total amount of expected future collections).

For a majority of the portfolios we purchase, when we acquire them, we apply our charge-off policy and fully write off the amortized costs of the individual receivables we acquire immediately after purchasing the portfolio. We then record a negative allowance that represents the present value of all expected future recoveries for pools of receivables that share similar risk characteristics using a discounted cash flow approach, which is presented as “investments in previously charged-off receivables, net” on our consolidated balance sheet. The discount rate is a purchase EIR established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase. From time to time, we will also purchase performing portfolios for a discount, where we will apply the interest method and accrete the discount.

Credit Card Revenue

Credit card revenue consists of interest income, annual fees, late fees, as well as interchange fees, cash advance fees and other miscellaneous items from credit card transactions. Interest income is accrued monthly based on the outstanding receivables and their contractual interest rates.

Servicing Revenue

Servicing revenue consists of the revenue we generate from providing collection services to certain third parties. Generally, we receive a percentage of collections as the fee for services, and in some cases, we receive a fixed fee. Servicing revenue is recognized when the underlying receivables are collected or when a fixed fee service is performed.

Provision for Credit Losses

Provision for credit losses is the allowance we provide for credit losses on loans and fees receivable. We compute the allowance for credit losses on loans and fees receivable at the pool level using a roll-rate methodology and consider a number of factors in the measurement of the allowance, including historical loss rates, current delinquency and roll-rate trends, the effects of changes in the economy, changes in underwriting criteria and estimated recoveries. The allowance is estimated based on amortized cost basis of the loan, including principal, accrued interest receivable, deferred fees and costs. We place receivables on non-accrual at 90 days past due and write off the accrued interest at 180 days past due or sooner if facts and circumstances indicate earlier non-collectability. Expected recoveries are included in the measurement of the allowance for credit losses.

Operating Expenses

Salaries and Benefits Expense

Salaries and benefits expense primarily consists of base salary, commission, bonus expense and healthcare costs. Additionally, it includes 401k match and stock-based compensation expense. We expense all salaries and benefits expense as incurred. While we expect our salaries and benefits expense will increase in absolute dollars as we continue to invest in our growth and operate as a public company (including as a result of increased stock-based compensation), we expect such expense to decline as a percentage of revenue over time as we scale our business and leverage our investments already made.

Servicing Expenses

Servicing expenses primarily consists of collections and customer service expenses associated with previously charged-off receivables, such as the cost of outsourced collections, debtor correspondence, legal fees associated with the collection of debt and other direct expenses associated with collections and customer

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service efforts. While we expect our servicing expenses will increase in absolute dollars as our business grows, we expect such expenses will vary from period-to-period as a percentage of revenue for the foreseeable future and decrease as a percentage of revenue over the long term as a result of continued investments to improve the efficiency of our operations and support organization.

Depreciation and Amortization

Depreciation and amortization consists of depreciation of property and equipment and amortization of intangible assets.

Professional Fees

Professional fees primarily consists of legal and consulting expenses, including annual audit fees and various other outside service fees provided by expert services firms. In addition, it includes legal fees associated with settlements and fees associated with merger and acquisition expenses.

We expect to incur additional expenses after we complete this offering, primarily due to the costs of operating as a public company, which are expected to include additional legal, accounting and consulting expenses, among others.

Other Selling, General and Administrative Expenses

Other selling, general and administrative expenses generally consists of rent expense, travel and entertainment expenses, and other general overhead expenses.

Other Income (Expense)

Interest Expense

Interest expense primarily consists of interest expense on our outstanding debt, as well as amortization expense associated with loan costs.

Foreign Exchange and Other Income (Expense)

Foreign exchange and other income (expense) primarily consists of foreign currency related realized gains or losses on portfolio purchase transactions.

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Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following tables set forth consolidated income statement data expressed in a dollar amount and as a percentage of total revenues for the periods indicated:

	Three Months Ended March 31,
($ in Millions)	2025				2024
Revenues:
Total portfolio income		$	138.7	89.5%		$	91.4	91.5%
Changes in recoveries			3.6	2.3%			(0.1)	(0.1)%
Total portfolio revenue		$	142.3	91.9%		$	91.3	91.4%
Credit card revenue			1.9	1.2%			2.2	2.2%
Servicing revenue			10.7	6.9%			6.4	6.4%
Total revenues		$	154.9	100.0%		$	99.9	100.0%
Provision for credit losses		$	0.5	0.3%		$	0.8	0.8%
Operating Expenses:
Salaries and benefits		$	14.0	9.0%		$	11.1	11.1%
Servicing expenses			42.8	27.6%			31.8	31.8%
Depreciation and amortization			1.6	1.0%			0.6	0.6%
Professional fees			2.2	1.4%			1.9	1.9%
Other selling, general and administrative			4.5	2.9%			1.8	1.8%
Total operating expenses		$	65.1	42.0%		$	47.2	47.2%
Net operating income		$	89.3	57.7%		$	51.9	52.0%
Other income / (expense):
Interest expense		$	(24.8)	(16.0)%		$	(17.2)	(17.2)%
Foreign exchange and other income (expense)			2.5	1.6%			0.1	0.1%
Total other income / (expense)			(22.3)	(14.4)%			(17.1)	(17.1)%
Income before income taxes		$	67.0	43.3%		$	34.8	34.8%
Provision for income taxes			(2.8)	(1.8)%			(1.9)	(1.9)%
Net income		$	64.2	41.4%		$	32.9	32.9%
Foreign currency translation			3.9	2.5%			(2.8)	(2.8)%
Comprehensive income		$	68.1	44.0%		$	30.1	30.1%

Revenues

A summary of how our revenues were generated during the period indicated is as follows:

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Cash Collections		$	260.9		$	127.2		$	133.7		105.1%
Principal Amortization			(118.6)			(35.9)			(82.7)		230.4%
Total portfolio revenue			142.3			91.3			51.0		55.9%
Credit card revenue			1.9			2.2			(0.3)		(13.6)%
Servicing revenue			10.7			6.4			4.3		67.2%
Total revenues		$	154.9		$	99.9		$	55.0		55.1%

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Total revenues were $154.9 million for the three months ended March 31, 2025, an increase of $55.0 million, or 55.1%, compared to $99.9 million for the three months ended March 31, 2024. The increase is primarily a result of increased purchases during the period as well as the Conn’s Portfolio Purchase of $30.0 million for the three months ended March 31, 2025.

Operating Expenses

Total operating expenses were $65.1 million for the three months ended March 31, 2025, an increase of $17.9 million, or 37.9%, compared to $47.2 million for the three months ended March 31, 2024. The change in operating expenses is explained in the various line items below.

Salaries and Benefits

Salaries and benefits were $14.0 million for the three months ended March 31, 2025, an increase of $2.9 million, or 26.1%, compared to $11.1 million for the three months ended March 31, 2024. The increase is primarily due to the Conn’s Portfolio Purchase, which added $3.3 million.

Servicing Expenses

Servicing expenses were $42.8 million for the three months ended March 31, 2025, an increase of $11.0 million, or 34.6%, compared to $31.8 million for the three months ended March 31, 2024. The increase in servicing expenses was primarily driven by increased collections as well as $3.7 million from the Conn’s Portfolio Purchase. Servicing expenses consisted of the following for the three months ended March 31, 2025, and 2024:

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Agency and repo commission expense		$	12.3		$	7.5		$	4.8		64.0%
Legal commission expense			6.5			4.5			2.0		44.4%
Court costs			9.3			5.7			3.6		63.2%
Communications			8.8			10.3			(1.5)		(14.6)%
Offshore			3.4			2.0			1.4		70.0%
Other servicing expenses			2.5			1.8			0.7		38.9%
Total servicing expenses		$	42.8		$	31.8		$	11.0		34.6%

Depreciation and Amortization

Depreciation and amortization was $1.6 million for the three months ended March 31, 2025, a $1.0 million, or 166.7%, increase from the $0.6 million for the three months ended March 31, 2024. The increase was primarily due to incremental intangible assets associated with the Conn’s Portfolio Purchase, which equated to $1.1 million of additional amortization.

Professional Fees

Professional fees were $2.2 million for the three months ended March 31, 2025, an increase of $0.3 million, or 15.8%, compared to $1.9 million for the three months ended March 31, 2024. The increase was primarily due to ongoing professional services associated with the Conn’s Portfolio Purchase, which was $0.1 million.

Other Selling, General and Administrative Expenses

Other selling, general and administrative expenses generally consist of rent expense, travel and entertainment expenses, and other general overhead expenses. These expenses totaled $4.5 million for the three months ended March 31, 2025, an increase of $2.7 million or 150.0%, compared to $1.8 million for the three months ended March 31, 2024. The increase is primarily due to expenses associated with the Conn’s Portfolio Purchase, which was $2.2 million.

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Other Income (Expense)

Interest Expense

Total interest expense was $24.8 million for the three months ended March 31, 2025, an increase of $7.6 million, or 44.2%, compared to $17.2 million for the three months ended March 31, 2024. The increase was primarily driven by our increased deployments which drives a higher credit facilities debt balance, as well as by increased amortization of note payable origination costs of $1.1 million, $0.1 million or 10.0% higher compared to $1.0 million for the three months ended March 31, 2024.

Interest expense consisted of the following for the three months ended March 31, 2025, and 2024:

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Interest expense		$	23.7		$	16.2		$	7.5		46.3%
Amortization of note payable origination costs			1.1			1.0			0.1		10.0%
Total interest expense		$	24.8		$	17.2		$	7.6		44.2%

Provision for Income Tax Expense

We and most of our subsidiaries are limited liability companies and are disregarded for United States federal and state income tax purposes. However, certain of our foreign subsidiaries are required to pay income taxes. Provision for income tax expense was $2.8 million for the three months ended March 31, 2025, an increase of $0.9 million, or 47.4%, compared to $1.9 million for the three months ended March 31, 2024. The increase is driven by increased taxable income in our foreign entities.

Segment Results of Operation

The following tables set forth consolidated income statement amounts categorized by segment, for the periods indicated:

	Three Months Ended March 31,
	2025															2024
($ in Millions)	United States			United Kingdom			Canada			Latin America			Total			United States			United Kingdom			Canada			Latin America			Total
Total portfolio revenue		$	111.7		$	4.5		$	16.1		$	10.0		$	142.3		$	65.9		$	6.8		$	11.8		$	6.8		$	91.3
Credit card revenue			0.7			—			1.2			—			1.9			0.8			—			1.4			—			2.2
Servicing revenue			4.5			5.9			0.3			—			10.7			0.8			5.5			0.1			—			6.4
Total Revenue		$	116.9		$	10.4		$	17.6		$	10.0		$	154.9		$	67.5		$	12.3		$	13.3		$	6.8		$	99.9
Provision for credit losses		$	0.3		$	—		$	0.2		$	—		$	0.5		$	0.5		$	—		$	0.3		$	—		$	0.8
Operating Expenses
Salaries and benefits			8.9			3.7			1.3			0.1			14.0			6.3			3.3			1.4			0.1			11.1
Servicing expenses			33.5			4.0			2.3			3.0			42.8			24.8			2.8			2.1			2.1			31.8
Depreciation and amortization			1.2			0.1			0.3			—			1.6			0.2			0.1			0.3			—			0.6
Professional fees			1.7			0.2			0.1			0.2			2.2			1.3			0.3			0.1			0.2			1.9
Other selling, general and administrative			3.5			0.6			0.3			0.1			4.5			0.8			0.6			0.3			0.1			1.8
Total Operating Expenses		$	48.8		$	8.6		$	4.3		$	3.4		$	65.1		$	33.4		$	7.1		$	4.2		$	2.5		$	47.2
Net Operating Income		$	67.8		$	1.8		$	13.1		$	6.6		$	89.3		$	33.6		$	5.2		$	8.8		$	4.3		$	51.9
Net operating income margin			58.0%			17.3%			74.4%			66.0%			57.7%			49.8%			42.3%			66.2%			63.2%			52.0%

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United States

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Total portfolio revenue		$	111.7		$	65.9		$	45.8		69.5%
Credit card revenue			0.7			0.8			(0.1)		(12.5)%
Servicing revenue			4.5			0.8			3.7		462.5%
Total Revenue		$	116.9		$	67.5		$	49.4		73.2%
Provision for credit losses		$	0.3		$	0.5		$	(0.2)		(40.0)%
Operating Expenses
Salaries and benefits			8.9			6.3			2.6		41.3%
Servicing expenses			33.5			24.8			8.7		35.1%
Depreciation and amortization			1.2			0.2			1.0		500.0%
Professional fees			1.7			1.3			0.4		30.8%
Other selling, general and administrative			3.5			0.8			2.7		337.5%
Total Operating Expenses		$	48.8		$	33.4		$	15.4		46.1%
Net Operating Income		$	67.8		$	33.6		$	34.2		101.8%
Net operating income margin			58.0%			49.8%

Total portfolio revenue grew 69.5% in the three months ended March 31, 2025 relative to the three months ended March 31, 2024, primarily due to the growth in our ERC, including from, but not solely based on, the Conn’s Portfolio Purchase, which we consolidated into our results for the United States segment starting in December 2024 and contributed $30.0 million of revenue from portfolio receivables in the three months ended March 31, 2025. Servicing revenue grew 462.5% in the three months ended March 31, 2025 relative to the three months ended March 31, 2024, primarily due to the Conn’s Portfolio Purchase, which contributed $3.7 million of servicing revenue during the three months ended March 31, 2025.

Even though our senior management’s responsibilities include oversight of our other segments, we consolidate all of the salaries, bonuses and accruals for stock-based compensation for our U.S.-based senior management team into the “Salaries and benefits expense” for the United States segment. Salaries and benefits in the United States grew 41.3% during the three months ended March 31, 2025 relative to the three months ended March 31, 2024, including $3.3 million from the Conn’s Portfolio Purchase, and lower growth than in revenue overall, reflecting the increasing operating scale of our business. Servicing expenses grew 35.1%, driven by growth in our collections, including $3.7 million from the Conn’s Portfolio Purchase. During the three months ended March 31, 2025, we realized $0.1 million of professional fees and $2.2 million of other selling, general and administrative expenses related to the Conn’s Portfolio Purchase.

Net operating income overall grew $34.2 million or 101.8% during the three months ended March 31, 2025 relative to the three months ended March 31, 2024 from $33.6 million to $67.8 million. Net operating income as a percentage of total revenues was 58.0% during the three months ended March 31, 2025 compared to 49.8% during the three months ended March 31, 2024. The net operating income included $23.3 million in association with the Conn’s Portfolio Purchase.

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United Kingdom

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Total portfolio revenue		$	4.5		$	6.8		$	(2.3)		(33.8)%
Servicing revenue			5.9			5.5			0.4		7.3%
Total Revenue		$	10.4		$	12.3		$	(1.9)		(15.4)%
Operating Expenses
Salaries and benefits			3.7			3.3			0.4		12.1%
Servicing expenses			4.0			2.8			1.2		42.9%
Depreciation and amortization			0.1			0.1			—		0.0%
Professional fees			0.2			0.3			(0.1)		(33.3)%
Other selling, general and administrative			0.6			0.6			—		0.0%
Total Operating Expenses		$	8.6		$	7.1		$	1.5		21.1%
Net Operating Income		$	1.8		$	5.2		$	(3.4)		(65.4)%
Net operating income margin			17.3%			42.3%

Total portfolio revenue declined 33.8% during the three months ended March 31, 2025 relative to the three months ended March 31, 2024, primarily due to the reduction in our deployments in the United Kingdom. Servicing revenue grew 7.3% during the three months ended March 31, 2025 relative to the three months ended March 31, 2024, primarily due to the underlying organic growth from both our Moriarty and ResolveCall businesses.

Salaries and benefits grew 12.1% during the three months ended March 31, 2025 relative to the three months ended March 31, 2024, primarily due additional support requirements associated with the growth at Moriarty and Resolvecall. Servicing expenses grew 42.9% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, primarily due to the growth in our collections in the United Kingdom.

Net operating income overall declined 65.4% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, from $5.2 million to $1.8 million. Net operating income as a percentage of total revenues was 17.3% during the three months ended March 31, 2025, compared to 42.3% during the three months ended March 31, 2024.

Canada

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Total portfolio revenue		$	16.1		$	11.8		$	4.3		36.4%
Credit card revenue			1.2			1.4			(0.2)		(14.3)%
Servicing revenue			0.3			0.1			0.2		200.0%
Total Revenue		$	17.6		$	13.3		$	4.3		32.3%
Provision for credit losses		$	0.2		$	0.3		$	(0.1)		(33.3)%
Operating Expenses
Salaries and benefits			1.3			1.4			(0.1)		(7.1)%
Servicing expenses			2.3			2.1			0.2		9.5%
Depreciation and amortization			0.3			0.3			—		0.0%
Professional fees			0.1			0.1			—		0.0%
Other selling, general and administrative			0.3			0.3			—		0.0%
Total Operating Expenses		$	4.3		$	4.2		$	0.1		2.4%
Net Operating Income		$	13.1		$	8.8		$	4.3		48.9%
Net operating income margin			74.4%			66.2%

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Total portfolio revenue grew 36.4% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, driven by growth in our ERC from higher deployments in Canada.

Salaries and benefits slightly decreased during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, which aid in reflecting the increasing operating scale of our operation in Canada. Servicing expenses grew 9.5% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, driven by growth in our collections.

Net operating income overall grew 48.9% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024 from $8.8 million to $13.1 million. Net operating income as a percentage of total revenues was 74.4% during the three months ended March 31, 2025, compared to 66.2% during the three months ended March 31, 2024.

Latin America

	Three Months Ended March 31,						Increase (Decrease)			% Change
($ in Millions)	2025			2024			Increase (Decrease)			% Change
Total portfolio revenue		$	10.0		$	6.8		$	3.2		47.1%
Total Revenue		$	10.0		$	6.8		$	3.2		47.1%
Operating Expenses
Salaries and benefits			0.1			0.1			—		0.0%
Servicing expenses			3.0			2.1			0.9		42.9%
Depreciation and amortization			—			—			—		0.0%
Professional fees			0.2			0.2			—		0.0%
Other selling, general and administrative			0.1			0.1			—		0.0%
Total Operating Expenses		$	3.4		$	2.5		$	0.9		36.0%
Net Operating Income		$	6.6		$	4.3		$	2.3		53.5%
Net operating income margin			66.0%			63.2%

Total portfolio revenue grew 47.1% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, driven by growth in our ERC and deployments in 2024 as our platform in Latin America continues to scale.

Salaries and benefits expense in our Latin America segment were flat during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, and are modest at $0.1 million, which reflects only seven FTE in our Bogotá office. Servicing expenses grew 42.9% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, driven by growth in our collections in the Latin America segment.

Net operating income overall grew 53.5% during the three months ended March 31, 2025, relative to the three months ended March 31, 2024, from $4.3 million to $6.6 million. Net operating income as a percentage of total revenues was 66.0% during the three months ended March 31, 2025, compared to 63.2% during the three months ended March 31, 2024.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following tables set forth consolidated income statement data expressed in a dollar amount and as a percentage of total revenues for the periods indicated:

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	Year Ended December 31,
	2024				2023
	($ in Millions)
Revenues:
Total portfolio income		$	396.3	91.5%		$	306.5	94.9%
Changes in recoveries			(0.4)	(0.1)%			(13.0)	(4.0)%
Total portfolio revenue		$	395.9	91.4%		$	293.6	90.9%
Credit card revenue			8.3	1.9%			8.8	2.7%
Servicing revenue			29.1	6.7%			20.7	6.4%
Total revenues		$	433.3	100.0%		$	323.1	100.0%
Provision for credit losses		$	3.5	0.8%		$	3.5	1.1%
Operating expenses:
Salaries and benefits		$	48.1	11.1%		$	36.5	11.3%
Servicing expenses			130.9	30.2%			101.7	31.5%
Depreciation and amortization			2.6	0.6%			2.4	0.7%
Professional fees			11.4	2.6%			6.8	2.1%
Other selling, general and administrative			16.5	3.8%			8.1	2.5%
Total operating expenses		$	209.5	48.3%		$	155.5	48.1%
Net operating income		$	220.3	50.8%		$	164.1	50.8%
Other income (expense):
Interest expense		$	(77.2)	(17.8)%		$	(48.1)	(14.9)%
Foreign exchange and other income (expense)			(5.5)	(1.3)%			4.6	1.4%
Total other income (expense)			(82.7)	(19.1)%			(43.5)	(13.5)%
Income before income taxes		$	137.6	31.8%		$	120.6	37.3%
Provision for income taxes			(8.7)	(2.0)%			(9.1)	(2.8)%
Net income attributable to Jefferson Capital Holdings, LLC		$	128.9	29.7%		$	111.5	34.5%
Foreign currency translation			(14.0)	(3.2)%			8.3	2.6%
Comprehensive income		$	114.9	26.5%		$	119.8	37.1%

Revenues

A summary of how our revenues were generated during the years indicated is as follows:

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Cash collections		$	584.6		$	431.0		$	153.6		35.6%
Principal amortization			(188.7)			(137.4)			(51.3)		37.3%
Total portfolio revenue			395.9			293.6			102.3		34.8%
Credit card revenue			8.3			8.8			(0.5)		(5.7)%
Servicing revenue			29.1			20.7			8.4		40.6%
Total revenues		$	433.3		$	323.1		$	110.2		34.1%

Total revenues were $433.3 million for the year ended December 31, 2024, an increase of $110.2 million, or 34.1%, compared to $323.1 million for the year ended December 31, 2023. The increase is primarily a result of increased purchases during the period. The Conn’s Portfolio Purchase contributed $9.4 million of revenue for the year ended December 31, 2024. We expect that contribution to be significant over the next

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twelve months but to decline rapidly thereafter given the short duration of the assets and the fact that the portfolio is in run-off with no new origination activity.

Operating Expenses

Total operating expenses were $209.5 million for the year ended December 31, 2024, an increase of $54.0 million, or 34.7%, compared to $155.5 million for the year ended December 31, 2023.

Salaries and Benefits

Salaries and benefits were $48.1 million for the year ended December 31, 2024, an increase of $11.6 million, or 31.8%, compared to $36.5 million for the year ended December 31, 2023. The increase is partially due to support requirements associated with organizational growth. Additionally, the increase is partially due to the Conn’s Portfolio Purchase, which added $1.5 million.

Servicing Expenses

Servicing expenses were $130.9 million for the year ended December 31, 2024, an increase of $29.2 million, or 28.7%, compared to $101.7 million for the year ended December 31, 2023. The increase in servicing expenses was primarily driven by increased collections as well as $1.4 million from the Conn’s Portfolio Purchase. We expect the servicing expense contribution of the Conn’s Portfolio Purchase over the next twelve months to mirror the portfolio run-off as we are not pursuing any origination activity. Servicing expenses consisted of the following for the years ended December 31, 2024 and 2023:

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Agency and repo commission expense		$	37.8		$	26.0		$	11.8		45.4%
Legal commission expense			19.7			18.3			1.4		7.7%
Court costs			32.0			23.0			9.0		39.1%
Communications			25.0			21.0			4.0		19.0%
Offshore			8.7			8.7			—		0.0%
Other servicing expenses			7.7			4.7			3.0		63.8%
Total servicing expenses		$	130.9		$	101.7		$	29.2		28.7%

Depreciation and Amortization

Depreciation and amortization was $2.6 million for the year ended December 31, 2024, a $0.2 million, or 8.3%, increase from the $2.4 million for the year ended December 31, 2023. The increase was primarily due to incremental intangible assets associated with the Conn’s Portfolio Purchase, which equated to $0.4 million of additional amortization.

Professional Fees

Professional fees were $11.4 million for the year ended December 31, 2024, an increase of $4.6 million, or 67.6%, compared to $6.8 million for the year ended December 31, 2023. The increase was primarily due to one-time items associated with the Conn’s Portfolio Purchase, which were $4.3 million. These one-time items included cure amounts associated with assumed contracts related to the Conn’s Portfolio Purchase, where we paid past-due amounts owed to the vendor upon assuming such contracts and legal fees for highly specialized expertise related to the Conn’s bankruptcy process. In a typical portfolio purchase, we do not assume any contracts and do not incur either of these types of expenses.

Other Selling, General and Administrative Expenses

Other selling, general and administrative expenses generally consist of rent expense, travel and entertainment expenses, and other general overhead expenses. These expenses totaled $16.5 million for the year ended December 31, 2024, an increase of $8.1 million or 103.7%, compared to $8.4 million for the year ended December 31, 2023. The increase was primarily due to a one-time cost associated with the Canaccede Acquisition in relation to the potential realization of an exit incentive, which was $7.7 million.

Other Income (Expense)

Interest Expense

Total interest expense was $77.2 million for the year ended December 31, 2024, an increase of $29.1 million, or 60.5%, compared to $48.1 million for the year ended December 31, 2023. The increase was

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primarily driven by our increased deployments, which drove a higher Revolving Credit Facility debt balance, as well as by increased amortization of note payable origination costs of $4.3 million, $1.4 million or 48.3% higher compared to $2.9 million for the year ended December 31, 2023, due to the issuance of the 2029 Senior Notes in the year ended December 31, 2024.

Interest expense consisted of the following for the years ended December 31, 2024 and 2023:

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Interest expense		$	72.9		$	45.2		$	27.7		61.3%
Amortization of note payable origination costs			4.3			2.9			1.4		48.3%
Total interest expense		$	77.2		$	48.1		$	29.1		60.5%

Provision for Income Tax Expense

We and most of our subsidiaries are limited liability companies and are disregarded for United States federal and state income tax purposes. However, certain of our foreign subsidiaries are required to pay income taxes. Provision for income tax expense was $8.7 million for the year ended December 31, 2024, a decrease of $0.4 million, or 4.4%, compared to $9.1 million for the year ended December 31, 2023. The decrease was driven by the taxable portion of income from Latin America.

Segment Results of Operations

The following tables set forth consolidated income statement amounts categorized by segment, for the periods indicated:

	Year Ended December 31,
	2024															2023
	($ in Millions)
	United States			United Kingdom			Canada			Latin America			Total			United States			United Kingdom			Canada			Latin America			Total
Revenues:
Total portfolio revenue		$	288.0		$	28.5		$	48.2		$	31.2		$	395.9		$	207.0		$	24.2		$	44.9		$	17.5		$	293.6
Credit card revenue			2.7			—			5.6			—			8.3			3.1			—			5.7			—			8.8
Servicing revenue			4.9			23.8			0.4			—			29.1			4.0			16.5			0.2			—			20.7
Total revenues		$	295.6		$	52.3		$	54.2		$	31.2		$	433.3		$	214.1		$	40.7		$	50.8		$	17.5		$	323.1
Provision for credit losses		$	1.9		$	—		$	1.6		$	—		$	3.5		$	2.1		$	—		$	1.4		$	—		$	3.5
Operating expenses
Salaries and benefits			28.3			14.1			5.3			0.4			48.1			19.4			11.7			5.3			0.1			36.5
Servicing expenses			95.7			15.1			10.0			10.1			130.9			70.4			14.1			8.2			9.0			101.7
Depreciation and amortization			1.7			0.3			0.6			—			2.6			1.3			0.4			0.7			—			2.4
Professional fees			9.2			0.9			0.4			0.9			11.4			4.5			0.8			0.6			0.9			6.8
Other selling, general and administrative			12.5			2.4			1.2			0.4			16.5			3.8			2.1			1.9			0.3			8.1
Total operating expenses		$	147.4		$	32.8		$	17.5		$	11.8		$	209.5		$	99.4		$	29.1		$	16.7		$	10.3		$	155.5
Net operating income		$	146.3		$	19.5		$	35.1		$	19.4		$	220.3		$	112.6		$	11.6		$	32.7		$	7.2		$	164.1
Net operating income margin			49.5%			37.3%			64.8%			62.2%			50.8%			52.6%			28.5%			64.4%			41.1%			50.8%

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United States

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Revenues:
Total portfolio revenue		$	288.0		$	207.0		$	81.0		39.1%
Credit card revenue			2.7			3.1			(0.4)		(12.9)%
Servicing revenue			4.9			4.0			0.9		22.5%
Total revenues		$	295.6		$	214.1		$	81.5		38.1%
Provision for credit losses		$	1.9		$	2.1		$	(0.2)		(9.5)%
Operating expenses
Salaries and benefits			28.3			19.4			8.9		45.9%
Servicing expenses			95.7			70.4			25.3		35.9%
Depreciation and amortization			1.7			1.3			0.4		30.8%
Professional fees			9.2			4.5			4.7		104.4%
Other selling, general and administrative			12.5			3.8			8.7		228.9%
Total operating expenses		$	147.4		$	99.4		$	48.0		48.3%
Net operating income		$	146.3		$	112.6		$	33.7		29.9%
Net operating income margin			49.5%			52.6%

Total portfolio revenue grew 39.1% in 2024 relative to 2023, primarily due to the growth in our ERC, including from, but not solely based on, $9.4 million of portfolio revenue from the Conn’s Portfolio Purchase, which we consolidated into our results for the United States segment starting in December 2024 and contributed $9.4 million of revenue from portfolio receivables in 2024. Servicing revenue grew 22.5% in 2024 relative to 2023, primarily due to the Conn’s Portfolio Purchase, which contributed $1.9 million of servicing revenue in 2024. Additionally, we recognized a one-time cost associated with the Canaccede Acquisition in relation to the potential realization of an exit incentive, which was $7.7 million.

Even though our senior management’s responsibilities include oversight of our other segments, we consolidate all of the salaries, bonuses and accruals for stock compensation for our U.S.-based senior management team into the “Salaries and benefits expense” for the United States segment. Salaries and benefits in the United States grew 45.9% in 2024 relative to 2023, including $1.5 million from the Conn’s Portfolio Purchase, and lower growth than in revenue overall, reflecting the increasing operating scale of our business. Servicing expenses grew 35.9%, driven by growth in our collections, including $1.4 million from the Conn’s Portfolio Purchase. We realized $4.3 million of professional fees and $0.9 million of other selling, general and administrative expenses related to the Conn’s Portfolio Purchase in 2024.

Net operating income overall grew $33.7 million or 29.9% in 2024 relative to 2023 from $112.6 million to $146.3 million. Net operating income as a percentage of total revenues was 49.5% in 2024 compared to 52.6% in 2023. The net operating income included $3.1 million in association with the Conn’s Portfolio Purchase.

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United Kingdom

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Revenues:
Total portfolio revenue		$	28.5		$	24.2		$	4.3		17.8%
Servicing revenue			23.8			16.5			7.3		44.2%
Total revenues		$	52.3		$	40.7		$	11.6		28.5%
Operating Expenses
Salaries and benefits			14.1			11.7			2.4		20.5%
Servicing expenses			15.1			14.1			1.0		7.1%
Depreciation and amortization			0.3			0.4			(0.1)		(25.0)%
Professional fees			0.9			0.8			0.1		12.5%
Other selling, general and administrative			2.4			2.1			0.3		14.3%
Total operating expenses		$	32.8		$	29.1		$	3.7		12.7%
Net operating income		$	19.5		$	11.6		$	7.9		68.1%
Net operating income margin			37.3%			28.5%

Total portfolio revenue grew 17.8% in 2024 relative to 2023, primarily due to growth in our ERC from higher deployments in the United Kingdom. Servicing revenue grew 44.2% in 2024 relative to 2023, partly due to the full year impact in 2024 from the acquisition of Moriarty in April 2023 and the underlying organic growth from both our Moriarty and ResolveCall businesses in 2024.

Salaries and benefits grew 20.5% in 2024 relative to 2023, primarily due to the full year impact in 2024 from the acquisition of Moriarty in April 2023. Servicing expenses grew 7.1% in 2024 relative to 2023, primarily due to the growth in our collections in the United Kingdom.

Net operating income overall grew 68.1% in 2024 relative to 2023 from $11.6 million to $19.5 million. Net operating income as a percentage of total revenues was 37.3% in 2024 compared to 28.5% in 2023.

Canada

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Revenues:
Total portfolio revenue		$	48.2		$	44.9		$	3.3		7.3%
Credit card revenue			5.6			5.7			(0.1)		(1.8)%
Servicing revenue			0.4			0.2			0.2		100.0%
Total revenues		$	54.2		$	50.8		$	3.4		6.7%
Provision for credit losses		$	1.6		$	1.4		$	0.2		14.3%
Operating expenses
Salaries and benefits			5.3			5.3			—		0.0%
Servicing expenses			10.0			8.2			1.8		22.0%
Depreciation and amortization			0.6			0.7			(0.1)		(14.3)%
Professional fees			0.4			0.6			(0.2)		(33.3)%
Other selling, general and administrative			1.2			1.9			(0.7)		(36.8)%
Total operating expenses		$	17.5		$	16.7		$	0.8		4.8%
Net operating income		$	35.1		$	32.7		$	2.4		7.3%
Net operating income margin			64.8%			64.4%

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Total portfolio revenue grew 7.3% in 2024 relative to 2023, driven by growth in our ERC from higher deployments in Canada. After a few years of declining ERC and collections, our ERC in Canada started growing at the end of 2023 and that trend accelerated meaningfully in 2024, driving a return to growth for the segment.

Salaries and benefits were flat in 2024 relative to 2023, lower growth than in revenue overall, reflecting the increasing operating scale of our operation in Canada. Servicing expenses grew 22.0% in 2024 relative to 2023, driven by growth in our collections.

Net operating income overall grew 7.3% in 2024 relative to 2023 from $32.7 million to $35.1 million. Net operating income as a percentage of total revenues was 64.8% in 2024 compared to 64.4% in 2023.

Latin America

	Year Ended December 31,						Increase (Decrease)			% Change
($ in Millions)	2024			2023			Increase (Decrease)			% Change
Revenues:
Total portfolio revenue		$	31.2		$	17.5		$	13.7		78.3%
Total revenues		$	31.2		$	17.5		$	13.7		78.3%
Operating expenses
Salaries and benefits			0.4			0.1			0.3		300.0%
Servicing expenses			10.1			9.0			1.1		12.2%
Depreciation and amortization			—			—			—		0.0%
Professional fees			0.9			0.9			—		0.0%
Other selling, general and administrative			0.4			0.3			0.1		33.3%
Total operating expenses		$	11.8		$	10.3		$	1.5		14.6%
Net operating income		$	19.4		$	7.2		$	12.2		169.4%
Net operating income margin			62.2%			41.1%

Total portfolio revenue grew 78.3% in 2024 relative to 2023, driven by growth in our ERC and deployments in 2024 as our platform in Latin America continues to scale.

Salaries and benefits expense in our Latin America segment grew 300.0% in 2024 relative to 2023 but are modest at $0.4 million in 2024, which reflects only seven FTE in our Bogotá office. Servicing expenses grew 12.2% in 2024 relative to 2023, driven by growth in our collections in the Latin America segment.

Net operating income overall grew 169.4% in 2024 relative to 2023 from $7.2 million to $19.4 million. Net operating income as a percentage of total revenues was 62.2% in 2024 compared to 41.1% in 2023.

Quarterly Results

The following table sets forth our unaudited quarterly consolidated statements of operations data and the percent of revenue that net operating income represents, as well as certain other financial and operating data, for each of the quarters indicated. The consolidated statements of operations data for each of these quarters has been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods. The information in this table should be read in conjunction with our audited consolidated financial statements included elsewhere in this prospectus. These quarterly results are not necessarily indicative of the operating results that may be expected for a full year or any future period.

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	Three Months Ended
	Mar. 31, 2025			Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
	($ in Millions)
Revenues:
Total portfolio income		$	138.7		$	111.0		$	99.2		$	94.7		$	91.4		$	83.2		$	78.7		$	75.0		$	69.7
Changes in recoveries			3.6			(2.0)			1.7			—			(0.1)			(11.0)			(5.1)			(0.6)			3.7
Total portfolio revenue		$	142.3		$	109.0		$	100.9		$	94.7		$	91.3		$	72.2		$	73.6		$	74.4		$	73.4
Credit card revenue			1.9			1.9			2.1			2.1			2.2			2.2			2.2			2.2			2.2
Servicing revenue			10.7			8.0			7.6			7.1			6.4			5.4			4.7			5.5			5.1
Total revenues		$	154.9		$	118.9		$	110.6		$	103.9		$	99.9		$	79.8		$	80.5		$	82.1		$	80.7
Provision for credit losses		$	0.5		$	0.9		$	0.8		$	1.0		$	0.8		$	0.9		$	0.8		$	0.9		$	0.9
Operating expenses:
Salaries and benefits		$	14.0		$	12.1		$	12.6		$	12.3		$	11.1		$	9.5		$	9.6		$	9.6		$	7.8
Servicing expenses			42.8			35.0			33.3			30.8			31.8			23.8			25.2			25.5			27.2
Depreciation and amortization			1.6			0.9			0.6			0.5			0.6			0.6			0.6			0.6			0.6
Professional fees			2.2			5.5			1.9			2.1			1.9			1.5			1.5			2.1			1.7
Other selling, general and administrative			4.5			10.7			2.0			2.0			1.8			2.0			1.9			1.7			2.5
Total operating expenses		$	65.1		$	64.2		$	50.4		$	47.7		$	47.2		$	37.4		$	38.8		$	39.5		$	39.8
Net operating income		$	89.3		$	53.8		$	59.4		$	55.2		$	51.9		$	41.5		$	40.9		$	41.7		$	40.0
Other income (expense):
Interest expense		$	(24.8)		$	(22.0)		$	(19.7)		$	(18.3)		$	(17.2)		$	(14.5)		$	(13.0)		$	(11.1)		$	(9.5)
Foreign exchange and other income (expense)			2.5			(2.3)			(0.5)			(2.8)			0.1			1.3			0.5			1.8			1.0
Total other income (expense)			(22.3)			(24.3)			(20.2)			(21.1)			(17.1)			(13.2)			(12.5)			(9.3)			(8.5)
Income before income taxes		$	67.0		$	29.5		$	39.2		$	34.1		$	34.8		$	28.3		$	28.4		$	32.4		$	31.5
Provision for income taxes			(2.8)			(2.5)			(2.4)			(1.9)			(1.9)			(2.0)			(2.1)			(2.7)			(2.3)
Net income		$	64.2		$	27.0		$	36.8		$	32.2		$	32.9		$	26.3		$	26.3		$	29.7		$	29.2
Other Financial and Operating Data
Collections		$	260.9		$	174.3		$	145.2		$	137.9		$	127.2		$	105.7		$	107.0		$	109.8		$	108.5
Deployments			175.2			357.9			123.4			140.5			101.4			153.8			100.6			154.0			122.5
Adjusted EBITDA			92.0			67.3			62.4			58.5			53.9			42.6			42.5			42.9			40.2

Set forth below is a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure calculated and reported in accordance with GAAP. For further information, see “— Key Business Metrics and Non-GAAP Financial Measures — Non-GAAP Financial Measures — Adjusted EBITDA.”

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	Three Months Ended
	Mar. 31, 2025			Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023			Sep. 30, 2023			Jun. 30, 2023			Mar. 31, 2023
	($ in Millions)
Net income		$	64.2		$	27.0		$	36.8		$	32.2		$	32.9		$	26.3		$	26.3		$	29.7		$	29.2
Interest expense			24.8			22.0			19.7			18.3			17.2			14.5			13.0			11.1			9.5
Foreign exchange and other income (expense)			(2.5)			2.3			0.5			2.8			(0.1)			(1.3)			(0.5)			(1.8)			(1.0)
Provision for income taxes			2.8			2.5			2.4			1.9			1.9			2.0			2.1			2.7			2.3
Depreciation and amortization			1.6			0.9			0.6			0.5			0.6			0.6			0.6			0.6			0.6
Stock-based compensation			0.3			0.4			2.2			0.7			1.2			0.5			0.4			0.5			(0.4)
Conn’s one-time items(1)			0.3			4.3			—			—			—			—			—			—			—
Canaccede exit consideration			0.2			7.7			—			—			—			—			—			—			—
Merger and acquisition and other one-time expenses(2)			0.3			0.2			0.2			2.1			0.2			—			0.6			0.1			—
Adjusted EBITDA		$	92.0		$	67.3		$	62.4		$	58.5		$	53.9		$	42.6		$	42.5		$	42.9		$	40.2

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

Quarterly Trends

Quarterly Revenues Trends

Quarterly portfolio revenue grew year over year for each quarter in 2024 as well as in the first quarter of 2025, as a result of growth in deployments year over year for each quarter in 2024. Revenue in the first quarter of 2025 grew year over year also as a result of the Conn’s Portfolio Purchase, which contributed $30.0 million for the first quarter of 2025.

Credit card revenue was stable for the periods presented with a declining trend in the second half of 2024 and into the first three months of 2025, as a result of stable credit card receivables declining in the second half of 2024 and in the first three months of 2025, particularly in our Canadian credit card portfolio.

Servicing revenue grew sequentially quarter over quarter for all periods presented, with the exception of the third quarter of 2023, primarily due to growth in placements to our U.K. servicing businesses, Resolvecall and Moriarty as well as the Conn’s Portfolio Purchase which contributed $3.7 million during the three months ended March 31, 2025.

Quarterly Operating Expenses Trends

Salaries and benefits increased in the second quarter of 2023, thereafter remaining relatively flat for the third and fourth quarters of 2023 before increasing sequentially quarter over quarter for all 2024 periods and into the first three months of 2025 presented due to support requirements associated with growth in our organization. Additionally, the increase in the first quarter of 2025 was partially due to the Conn’s Portfolio Purchase, which added $3.3 million.

Servicing expenses increased year over year for each quarter in 2024 and during the three months ended March 31, 2025, with the increase primarily driven by increased collections. Additionally, the increase in the first quarter of 2025 was partially due to the Conn’s Portfolio Purchase which added $3.7 million.

Depreciation and amortization was stable for all periods presented except the fourth quarter of 2024 and first quarter of 2025, when it increased due to incremental intangible assets associated with the Conn’s Portfolio Purchase, which equated to $1.1 million of additional amortization.

Professional fees were generally stable for the periods presented, but were higher for the second quarter of 2023 as a result of increased legal fees related to our expansion into Latin America and in the fourth quarter

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of 2024, primarily due to one-time items associated with the Conn’s Portfolio Purchase, which were $4.3 million. Performance has stabilized back to normal levels during the three months ended March 31, 2025.

Other selling, general and administrative expenses consist of rent expense, travel and entertainment expenses, and other general overhead expenses. These expenses were generally stable for the periods presented, but were higher for the fourth quarter of 2024 primarily due to a one-time cost associated with the potential realization of an exit incentive related to the Canaccede acquisition, which was $7.7 million. During the three months ended March 31, 2025, these expenses were higher as a result of the Conn’s Portfolio Purchase, which added $2.2 million.

Quarterly Other Income (Expense) Trends

Interest expense increased steadily for all periods presented. The increase was primarily driven by our increased deployments, which resulted in higher revolving credit facility balances, as well as by increased amortization of note payable origination fees.

Quarterly Adjusted EBITDA Trends

Adjusted EBITDA grew year over year for each of the four quarters in 2024 as well as the first quarter of 2025 as a result of total revenue growth that outpaced growth in operating expenses. Specifically relating to the fourth quarter of 2024, Adjusted EBITDA was impacted by significant one-time expenses, including $4.3 million

Supplemental Performance Data as of March 31, 2025

Investments in Receivables, Net

The following tables show certain data related to our investment in receivables portfolios.

The accounts represented in the Insolvency category in the tables below are those portfolios of accounts that were in an insolvency status at the time of purchase. This contrasts with accounts in our Distressed portfolios that file for bankruptcy/insolvency protection after we purchase them, which continue to be tracked in their corresponding Distressed portfolio. Distressed customers sometimes file for bankruptcy/insolvency protection subsequent to our purchase of the related Distressed portfolio. When this occurs, we adjust our collection practices to comply with bankruptcy/insolvency rules and procedures; however, for accounting purposes, these accounts remain in the original Distressed portfolio. Insolvency accounts may be dismissed voluntarily or involuntarily subsequent to our purchase of the Insolvency portfolio. Dismissal occurs when the terms of the bankruptcy are not met by the petitioner. When this occurs, we are typically free to pursue collection outside of bankruptcy procedures; however, for accounting purposes, these accounts remain in the original Insolvency pool.

Purchase price multiples can vary over time due to a variety of factors, including pricing competition, supply levels, age of the receivables acquired, and changes in our operational efficiency. For example, increased pricing competition during the 2005 to 2008 period negatively impacted purchase price multiples of our Distressed portfolio compared to prior years. Conversely, during the 2009 to 2011 period, additional supply occurred as a result of the 2008 recession, which resulted in an economic downturn. This created unique and advantageous purchasing opportunities, particularly within the Insolvency market, relative to the prior four years. Purchase price multiples can also vary among types of receivables. For example, we generally incur lower collection costs on our Insolvency portfolio compared with our Distressed portfolio. This allows us, in general, to pay more for an Insolvency portfolio and experience lower purchase price multiples, while generating similar net returns when compared with a Distressed portfolio.

When competition increases and/or supply decreases, pricing often becomes negatively impacted relative to expected collections, and yields tend to trend lower. The opposite tends to occur when competition decreases and/or supply increases.

Within a given portfolio type, to the extent that lower purchase price multiples are the result of more competitive pricing and lower net yields, this will generally lead to lower profitability. As portfolio pricing becomes more favorable on a relative basis, our profitability will tend to increase. Profitability within given Distressed portfolio types may also be impacted by the age and quality of the receivables, which impact the cost-to-collect on those accounts. Fresher accounts, for example, typically carry lower associated collection expenses, while older

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accounts and lower balance accounts typically carry higher costs and, as a result, require higher purchase price multiples to achieve the same net profitability as fresher paper.

We acquire portfolios and record them at the price paid at the time of acquisition. Beginning in 2022, with the adoption of CECL, we aggregate the acquired pools during the year such that during the year the blended effective interest rate will change to reflect new buying and additional cash flow estimates until the end of the respective year. Once the year is completed, the effective interest rate is fixed at the amount we expect to collect discounted at the rate to equate purchase price to the recovery estimate. During the first year of purchase, we typically allow pools to season before making any material adjustments to the ERCs. Subsequent to the initial year, as we gain collection experience and confidence with a pool of accounts, we evaluate whether to update the annually aggregated ERC. These processes could cause the ratio of ERC to purchase price for any given year of buying to gradually change over time.

The numbers presented in the following tables represent collections and do not reflect any costs to collect; therefore, they may not represent relative profitability. Due to all the factors described above, readers should be cautious when making comparisons of purchase price multiples among periods and between types of receivables.

PURCHASE PRICE MULTIPLES AS OF March 31, 2025
Excludes Resale as Noted at Bottom
($ in millions)

		Purchase Price(1)(2)			Life-to-Date Collections(3)			Total ERC(4)			Grand Total			Current Collection Multiple		Original Collection Multiple(5)
		($ in Millions)
Vintage	US Distressed
	2003 – 2016(6)		$	339.9		$	1,004.9		$	40.3		$	1,045.2		3.07x		2.28x
	2017			55.3			164.7			24.7			189.4		3.43x		2.36x
	2018			76.2			205.1			42.8			247.9		3.25x		2.70x
	2019			94.8			259.0			28.0			287.0		3.03x		2.29x
	2020			74.1			172.3			53.3			225.6		3.04x		2.20x
	2021			73.1			108.3			61.6			169.9		2.32x		1.97x
	2022			142.1			133.5			155.7			289.1		2.03x		2.00x
	2023			337.6			236.6			545.7			782.2		2.32x		2.11x
	2024			481.5			195.3			792.1			987.5		2.05x		1.98x
	2025			92.9			7.1			198.4			205.5		2.21x		2.21x
	Total		$	1,767.6		$	2,486.7		$	1,942.5		$	4,429.3
Vintage	US Insolvency
	2003 – 2016(6)		$	235.8		$	365.8		$	0.5		$	366.3		1.55x		1.72x
	2017			49.6			62.3			1.0			63.4		1.28x		1.35x
	2018			86.7			106.5			3.2			109.7		1.27x		1.30x
	2019			62.2			83.8			5.5			89.4		1.44x		1.31x
	2020			30.1			41.7			7.4			49.1		1.63x		1.40x
	2021			23.7			29.5			6.0			35.5		1.50x		1.25x
	2022			40.7			35.9			17.0			52.9		1.30x		1.30x
	2023			66.7			40.6			53.3			94.0		1.41x		1.34x
	2024			71.1			14.7			82.9			97.6		1.37x		1.39x
	2025			26.7			0.1			35.8			35.9		1.35x		1.35x
	Total		$	693.4		$	781.0		$	212.7		$	993.7

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		Purchase Price(1)(2)			Life-to-Date Collections(3)			Total ERC(4)			Grand Total			Current Collection Multiple		Original Collection Multiple(5)
		($ in Millions)
Vintage	UK Distressed & Insolvency
	2009 – 2016		$	22.9		$	60.8		$	3.2		$	64.0		2.80x		1.94x
	2017			0.8			3.8			0.7			4.5		5.46x		1.90x
	2018			3.1			11.3			4.9			16.2		5.23x		2.20x
	2019			7.1			17.4			5.2			22.6		3.18x		1.91x
	2020			13.1			25.6			8.6			34.2		2.61x		1.74x
	2021			19.4			23.6			9.2			32.8		1.69x		1.67x
	2022			18.9			23.4			23.7			47.2		2.50x		2.22x
	2023			26.7			22.8			45.9			68.8		2.57x		2.08x
	2024			29.4			9.7			41.2			50.8		1.73x		1.70x
	2025			1.9			0.1			3.7			3.9		1.99x		1.99x
	Total		$	143.3		$	198.6		$	146.4		$	345.0
Vintage	Canada Insolvency(7)
	2008 – 2016		$	94.8		$	187.2		$	0.1		$	187.3		1.98x		1.67x
	2017			26.3			48.4			0.2			48.6		1.85x		1.53x
	2018			40.9			85.0			0.8			85.9		2.10x		1.80x
	2019			34.7			67.9			1.6			69.5		2.00x		1.72x
	2020			29.3			49.6			3.4			53.1		1.81x		1.60x
	2021			23.7			31.8			8.1			39.9		1.68x		1.62x
	2022			18.5			16.1			10.9			27.0		1.46x		1.47x
	2023			38.8			17.8			36.3			54.1		1.40x		1.35x
	2024			61.9			8.0			77.9			86.0		1.39x		1.38x
	2025			46.3			3.1			58.6			61.7		1.33x		1.33x
	Total		$	415.2		$	514.9		$	197.9		$	712.8
Vintage	Canada Distressed(7)
	2008 – 2016		$	57.5		$	121.7		$	3.6		$	125.2		2.18x		1.81x
	2017			23.2			54.3			3.7			58.0		2.50x		2.17x
	2018			14.6			58.9			8.7			67.5		4.61x		2.52x
	2019			12.8			40.6			3.8			44.3		3.46x		2.19x
	2020			19.7			39.4			8.1			47.5		2.42x		2.06x
	2021			9.2			13.2			4.9			18.1		1.97x		1.79x
	2022			24.3			20.8			15.3			36.1		1.49x		1.69x
	2023			18.4			13.3			20.6			33.9		1.84x		1.61x
	2024			33.5			19.9			41.6			61.6		1.84x		1.83x
	2025			5.6			0.6			9.6			10.2		1.81x		1.81x
	Total		$	218.8		$	382.7		$	119.8		$	502.5
Vintage	Latin America Distressed
	2021		$	7.9		$	10.5		$	8.7		$	19.2		2.43x		1.58x
	2022			25.0			30.9			37.7			68.6		2.75x		2.67x
	2023			42.6			36.2			69.8			105.9		2.48x		2.39x
	2024			45.8			16.0			98.0			114.0		2.49x		2.35x
	2025			1.8			—			4.4			4.4		2.48x		2.48x
	Total		$	123.1		$	93.6		$	218.5		$	312.1

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		Purchase Price(1)(2)			Life-to-Date Collections(3)			Total ERC(4)			Grand Total			Current Collection Multiple		Original Collection Multiple(5)
		($ in Millions)
Vintage	Total
	2003 – 2016(6)		$	750.8		$	1,740.4		$	47.6		$	1,788.0		2.38x		1.98x
	2017			155.3			333.5			30.4			363.9		2.34x		1.87x
	2018			221.6			466.8			60.4			527.1		2.38x		1.97x
	2019			211.6			468.7			44.1			512.8		2.42x		1.89x
	2020			166.3			328.7			80.8			409.5		2.46x		1.90x
	2021			156.9			216.9			98.5			315.4		2.01x		1.74x
	2022			269.5			260.7			260.3			521.0		1.93x		1.91x
	2023			530.8			367.3			771.6			1,138.9		2.15x		1.96x
	2024			723.3			263.7			1,133.7			1,397.4		1.93x		1.88x
	2025			175.2			11.0			310.4			321.5		1.83x		1.83x
	Total		$	3,361.4		$	4,457.5		$	2,837.9		$	7,295.4

(1)

Includes the portfolios that were acquired through our business acquisitions from the date of acquisition.

(2)

For our non-U.S. amounts, purchase price is presented at the exchange rate on the date the pool was purchased.

(3)

For our non-U.S. amounts, historical period exchange rates are presented at the respective exchange rate for each collection period.

(4)

For our non-U.S. amounts, Total ERC is presented at the exchange rate as of .

(5)

The original estimated purchase price multiple represents the purchase price multiple at the end of the year of acquisition.

(6)

This vintage data excludes forward flow purchases that were resold between 2005 and 2008 shortly after purchase and does not reflect typical collection multiples as there is no cost-to-collect for accounts that were resold.

(7)

Adjusted to include historical information from Canaccede Financial Group and its predecessor businesses.

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The following table illustrates collections from purchased receivables, total portfolio revenue for the three months ended March 31, 2025 and investment in receivables, net as of March 31, 2025 and monthly EIR, by year of purchase:

RECEIVABLE PORTFOLIO FINANCIAL INFORMATION, BY YEAR OF PURCHASE(1)
($ in millions)

	THREE MONTHS ENDED MARCH 31, 2025												AS OF MARCH 31, 2025
	COLLECTIONS			TOTAL PORTFOLIO INCOME			CHANGES IN RECOVERIES			TOTAL PORTFOLIO REVENUE			INVESTMENTS IN RECEIVABLES, NET			MONTHLY EIR
US Distressed
ZBA(1)		$	0.5		$	0.5		$	—		$	0.5		$	—		NM
2003 – 2019			10.0			9.6			(6.5)			3.1			48.5		6.1%
2020			3.5			3.8			(1.7)			2.1			12.4		9.9%
2021			4.1			3.2			(2.1)			1.1			31.7		3.2%
2022			12.3			6.9			(2.4)			4.5			95.3		2.3%
2023			40.3			24.7			1.5			26.2			318.7		2.5%
2024			121.7			49.8			14.9			64.7			412.0		3.4%
2025			7.0			5.0			2.4			7.4			93.1		2.5%
Subtotal		$	199.5		$	103.5		$	6.1		$	109.6		$	1,011.7
US Insolvency
2003 – 2019			0.8			0.5			(1.2)			(0.7)			8.3		1.7%
2020			1.2			0.3			(0.5)			(0.2)			6.5		1.3%
2021			0.6			0.2			(0.2)			—			4.9		1.6%
2022			2.3			0.6			(0.3)			0.3			14.5		1.3%
2023			4.8			1.6			(0.5)			1.1			43.6		1.2%
2024			5.1			2.4			(1.1)			1.3			63.4		1.2%
2025			0.1			0.6			(0.3)			0.3			26.8		1.1%
Subtotal		$	14.8		$	6.2		$	(4.1)		$	2.1		$	168.0
UK Distressed & Insolvency
2010 – 2019		$	0.8		$	0.7		$	(0.2)		$	0.5		$	5.0		4.4%
2020			0.6			0.5			—			0.5			2.4		6.5%
2021			1.1			0.6			(0.2)			0.4			6.1		3.0%
2022			1.7			1.4			(0.9)			0.5			12.4		3.6%
2023			3.2			2.6			(1.6)			1.0			25.8		3.4%
2024			2.6			1.8			(0.4)			1.4			26.4		2.3%
2025			0.1			0.1			0.1			0.2			2.1		3.0%
Subtotal		$	10.2		$	7.7		$	(3.2)		$	4.5		$	80.2
Canada Distressed
ZBA(1)		$	0.2		$	0.2		$	—		$	0.2		$	—		NM
2020			1.9			1.5			0.1			1.6			3.6		12.7%
2021			0.4			0.3			—			0.3			1.9		4.3%
2022			0.8			0.7			(0.3)			0.4			8.2		2.8%
2023			1.3			0.9			(0.4)			0.5			11.6		2.6%
2024			4.4			2.0			0.3			2.3			23.7		2.6%
2025			0.6			0.3			0.2			0.5			5.5		2.3%
Subtotal		$	9.5		$	5.9		$	(0.1)		$	5.8		$	54.5
Canada Insolvency
ZBA		$	0.1		$	0.1		$	—		$	0.1		$	—		NM
2020			2.5			0.4			3.3			3.7			4.3		3.4%
2021			1.8			0.5			0.2			0.7			6.5		1.9%
2022			1.8			0.4			0.3			0.7			8.8		1.5%
2023			3.8			1.1			0.4			1.5			29.4		1.2%
2024			3.3			2.0			0.6			2.6			59.3		1.2%
2025			3.1			1.1			(0.1)			1.0			44.5		1.2%
Subtotal		$	16.2		$	5.6		$	4.7		$	10.3		$	152.8
Latin America
2021			0.4			0.3			—			0.3			3.8		3.0%
2022			1.4			1.8			(0.9)			0.9			11.0		5.8%
2023			3.1			3.5			(0.1)			3.4			33.7		3.5%

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	THREE MONTHS ENDED MARCH 31, 2025												AS OF MARCH 31, 2025
	COLLECTIONS			TOTAL PORTFOLIO INCOME			CHANGES IN RECOVERIES			TOTAL PORTFOLIO REVENUE			INVESTMENTS IN RECEIVABLES, NET			MONTHLY EIR
2024			5.7			4.1			1.2			5.3			44.0		3.0%
2025			—			0.1			—			0.1			1.9		5.3%
Subtotal		$	10.6		$	9.8		$	0.2		$	10.0		$	94.4
Grand Total		$	260.9		$	138.7		$	3.6		$	142.3		$	1,561.6

Note:

Not adjusted to include historical information from Canaccede Financial Group and its predecessor businesses. Results of Canaccede Financial Group and its predecessor businesses for deployments from prior to the date of our acquisition are consolidated in the 2020 vintage year.

(1)

Refers to revenue from zero basis accounts.

	Year-Ended December 31, 2024												As of December 31, 2024
	Collections			TOTAL Portfolio Income			Changes in Recoveries			Total Portfolio Revenue			Investments in Receivables, Net			Monthly EIR
US Distressed
ZBA(1)		$	1.5		$	1.5		$	—		$	1.5		$	—		NM
2003 – 2019			49.9			48.5			(20.1)			28.4			55.5		6.1%
2020			18.2			18.2			(4.1)			14.1			13.7		9.9%
2021			18.3			15.8			(12.8)			3.0			34.7		3.2%
2022			49.5			31.9			(5.3)			26.6			103.1		2.3%
2023			147.6			103.0			30.6			133.7			332.9		2.5%
2024			72.5			48.8			11.1			59.9			469.0		2.4%
2025
Subtotal		$	357.4		$	267.8		$	(0.6)		$	267.2		$	1,008.8
US Insolvency
2003 – 2019			7.9			2.9			(4.3)			(1.4)			9.8		1.7%
2020			6.7			1.5			3.5			5.0			7.8		1.3%
2021			3.5			1.3			(0.2)			1.1			5.4		1.6%
2022			11.8			3.3			(2.3)			0.9			16.5		1.3%
2023			23.2			7.8			1.7			9.5			47.2		1.2%
2024			9.6			4.8			0.8			5.6			67.1		1.2%
2025
Subtotal		$	62.8		$	21.6		$	(0.9)		$	20.7		$	153.9
UK Distressed & Insolvency
2010 – 2019			3.9			3.1			0.6			3.7			5.2		4.4%
2020			2.4			2.1			0.3			2.4			2.5		6.5%
2021			4.4			2.9			(1.3)			1.6			6.6		3.0%
2022			8.2			7.0			(4.2)			2.8			13.3		3.6%
2023			13.4			11.1			2.1			13.1			27.1		3.4%
2024			7.1			4.4			0.5			4.9			26.8		2.3%
2025
Subtotal		$	39.4		$	30.7		$	(2.1)		$	28.5		$	81.5
Canada Distressed
ZBA(2)		$	1.8		$	1.8		$	—		$	1.8		$	—		NM
2020			9.0			6.2			2.7			8.8			3.8		12.7%
2021			1.9			1.4			(0.4)			1.0			2.0		4.3%
2022			4.6			3.9			(3.8)			0.1			8.5		2.8%
2023			6.3			4.4			(0.6)			3.8			12.3		2.6%
2024			15.6			5.8			3.5			9.3			25.8		2.6%
2025
Subtotal		$	39.1		$	23.4		$	1.4		$	24.8		$	52.5

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	Year-Ended December 31, 2024												As of December 31, 2024
	Collections			TOTAL Portfolio Income			Changes in Recoveries			Total Portfolio Revenue			Investments in Receivables, Net			Monthly EIR
Canada Insolvency
ZBA		$	0.3		$	0.3		$	—		$	0.3		$	—		NM
2020			15.7			2.8			3.8			6.7			2.9		3.4%
2021			8.3			2.7			0.1			2.8			7.8		1.9%
2022			6.9			2.4			(0.6)			1.8			9.9		1.5%
2023			11.0			5.3			1.3			6.6			31.7		1.2%
2024			4.8			4.5			0.7			5.2			59.7		1.2%
2025
Subtotal		$	46.9		$	18.0		$	5.4		$	23.4		$	112.0
Latin America
2021			1.7			1.6			(0.5)			1.1			3.7		3.0%
2022			9.2			9.3			(2.7)			6.5			10.8		5.8%
2023			17.7			15.6			(1.7)			13.9			32.4		3.6%
2024			10.3			8.4			1.4			9.7			42.3		3.0%
2025
Subtotal		$	39.0		$	34.8		$	(3.6)		$	31.2		$	89.1
Grand Total		$	584.6		$	396.3		$	(0.4)		$	395.9		$	1,497.7

Note:

(1)

Refers to revenue from zero basis accounts.

The following table illustrates historical collections, by year, on our portfolios.

COLLECTIONS, BY YEAR, BY YEAR OF PURCHASE(1)
Excludes Resale as Noted at Bottom
($ in millions)

		PURCHASE PRICE (1)(2)			2003 – 2016			2017			2018			2019			2020			2021			2022			2023			2024			YTD MARCH 2025			TOTAL
	US Distressed
Vintage	2003 – 2016(4)		$	339.9		$	679.3		$	80.8		$	66.8		$	51.9		$	41.1		$	32.3		$	21.4		$	15.5		$	13.1		$	2.7		$	1,004.9
	2017			55.3			—			16.2			30.5			27.0			28.5			25.2			16.3			11.2			8.2			1.6			164.7
	2018			76.2			—			—			21.6			45.9			45.4			41.0			24.7			14.2			10.3			1.9			205.1
	2019			94.8			—			—			—			26.8			74.8			62.3			44.5			28.6			18.3			3.7			259.0
	2020			74.1			—			—			—			—			26.5			60.9			37.2			26.0			18.2			3.5			172.3
	2021			73.1			—			—			—			—			—			23.1			37.8			24.8			18.3			4.1			108.3
	2022			142.1			—			—			—			—			—			—			16.5			55.1			49.6			12.3			133.5
	2023			337.6			—			—			—			—			—			—			—			48.4			147.7			40.4			236.6
	2024			481.5			—			—			—			—			—			—			—			—			73.3			122.0			195.3
	2025			92.9			—			—			—			—			—			—			—			—			—			7.1			7.1
	Total		$	1,767.6		$	679.3		$	97.0		$	118.9		$	151.7		$	216.2		$	244.8		$	198.4		$	223.9		$	357.1		$	199.5		$	2,486.7

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		PURCHASE PRICE (1)(2)			2003 – 2016			2017			2018			2019			2020			2021			2022			2023			2024			YTD MARCH 2025			TOTAL
	US Insolvency
Vintage	2003 – 2016(4)		$	235.8		$	289.8		$	34.1		$	19.8		$	11.6		$	5.7		$	2.9		$	1.1		$	0.6		$	0.4		$	0.1		$	365.8
	2017			49.6			—			9.3			19.6			14.4			9.2			6.1			2.6			0.8			0.4			0.1			62.3
	2018			86.7			—			—			16.0			34.9			23.8			17.1			9.7			3.6			1.1			0.2			106.5
	2019			62.2			—			—			—			7.0			23.2			19.8			16.2			11.0			6.1			0.5			83.8
	2020			30.1			—			—			—			—			3.5			10.5			10.8			9.0			6.7			1.2			41.7
	2021			23.7			—			—			—			—			—			8.9			10.1			6.3			3.5			0.6			29.5
	2022			40.7			—			—			—			—			—			—			5.4			16.4			11.8			2.3			35.9
	2023			66.7			—			—			—			—			—			—			—			12.7			23.2			4.8			40.6
	2024			71.1			—			—			—			—			—			—			—			—			9.6			5.1			14.7
	2025			26.7			—			—			—			—			—			—			—			—			—			0.1			0.1
	Total		$	693.4		$	289.8		$	43.3		$	55.4		$	67.9		$	65.3		$	65.4		$	55.8		$	60.3		$	62.8		$	14.8		$	781.0
	UK Distressed & Insolvency
Vintage	2009 – 2016		$	22.9		$	40.8		$	5.5		$	3.4		$	2.6		$	2.1		$	2.2		$	1.5		$	1.3		$	1.1		$	0.2		$	60.8
	2017			0.8			—			0.4			0.6			0.6			0.6			0.7			0.4			0.3			0.2			0.0			3.8
	2018			3.1			—			—			0.3			1.9			2.0			2.4			1.7			1.5			1.2			0.3			11.3
	2019			7.1			—			—			—			0.8			4.7			5.1			3.0			2.1			1.4			0.3			17.4
	2020			13.1			—			—			—			—			4.2			10.0			5.1			3.3			2.4			0.6			25.6
	2021			19.4			—			—			—			—			—			4.6			7.0			6.6			4.4			1.1			23.6
	2022			18.9			—			—			—			—			—			—			2.6			10.9			8.2			1.7			23.4
	2023			26.7			—			—			—			—			—			—			—			6.2			13.4			3.2			22.8
	2024			29.4			—			—			—			—			—			—			—			—			7.1			2.6			9.7
	2025			1.9			—			—			—			—			—			—			—			—			—			0.1			0.1
	Total		$	143.3		$	40.8		$	5.8		$	4.2		$	5.9		$	13.7		$	24.9		$	21.3		$	32.3		$	39.4		$	10.2		$	198.6
	CAD Insolvency(3)
Vintage	2008 – 2016		$	94.8		$	89.5		$	31.8		$	26.5		$	20.5		$	12.5		$	5.0		$	0.7		$	0.4		$	0.2		$	0.1		$	187.2
	2017			26.3			—			5.4			11.7			11.1			9.7			6.7			2.8			0.5			0.3			0.1			48.4
	2018			40.9			—			—			6.4			16.9			21.2			19.3			13.5			6.4			1.2			0.1			85.0
	2019			34.7			—			—			—			3.4			12.6			18.7			15.2			11.2			6.2			0.6			67.9
	2020			29.3			—			—			—			—			3.4			11.7			13.8			11.2			8.0			1.7			49.6
	2021			23.7			—			—			—			—			—			3.1			8.5			10.1			8.3			1.8			31.8
	2022			18.5			—			—			—			—			—			—			1.5			5.9			6.9			1.8			16.1
	2023			38.8			—			—			—			—			—			—			—			3.0			11.0			3.8			17.8
	2024			61.9			—			—			—			—			—			—			—			—			4.8			3.3			8.0
	2025			46.3			—			—			—			—			—			—			—			—			—			3.1			3.1
	Total		$	415.2		$	89.5		$	37.2		$	44.6		$	51.9		$	59.5		$	64.6		$	56.0		$	48.5		$	46.8		$	16.2		$	514.9
	CAD Distressed(3)
Vintage	2008 – 2016		$	57.5		$	70.7		$	13.3		$	10.4		$	7.9		$	6.2		$	5.2		$	4.1		$	2.5		$	1.2		$	0.3		$	121.7
	2017			23.2			—			10.4			12.5			9.4			7.1			6.2			4.2			2.6			1.6			0.2			54.3
	2018			14.6			—			—			6.5			16.2			11.0			9.4			7.1			4.8			3.1			0.8			58.9
	2019			12.8			—			—			—			13.4			10.7			8.1			4.6			2.4			1.2			0.2			40.6
	2020			19.7			—			—			—			—			10.7			12.7			7.7			4.7			3.1			0.5			39.4
	2021			9.2			—			—			—			—			—			4.4			4.3			2.3			1.9			0.4			13.2
	2022			24.3			—			—			—			—			—			—			7.3			8.1			4.6			0.8			20.8
	2023			18.4			—			—			—			—			—			—			—			5.7			6.3			1.3			13.3
	2024			33.5			—			—			—			—			—			—			—			—			15.6			4.4			19.9
	2025			5.6			—			—			—			—			—			—			—			—			—			0.6			0.6
	Total		$	218.8		$	70.7		$	23.7		$	29.4		$	46.8		$	45.6		$	45.9		$	39.2		$	33.2		$	38.6		$	9.5		$	382.7

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		PURCHASE PRICE (1)(2)			2003 – 2016			2017			2018			2019			2020			2021			2022			2023			2024			YTD MARCH 2025			TOTAL
	LatAm Distressed
Vintage	2021		$	7.9		$	—		$	—		$	—		$	—		$	—		$	0.8		$	5.2		$	2.3		$	1.7		$	0.4		$	10.5
	2022			25.0			—			—			—			—			—			—			6.0			14.4			9.2			1.4			30.9
	2023			42.6			—			—			—			—			—			—			—			15.4			17.7			3.1			36.2
	2024			45.8			—			—			—			—			—			—			—			—			10.3			5.7			16.0
	2025			1.8			—			—			—			—			—			—			—			—			—			—			—
	Total		$	123.1		$	—		$	—		$	—		$	—		$	—		$	0.8		$	11.2		$	32.0		$	39.0		$	10.6		$	93.6
	Total
Vintage	2003 – 2015(4)		$	750.8		$	1,170.1		$	165.4		$	126.8		$	94.5		$	67.5		$	47.6		$	28.8		$	20.3		$	16.0		$	3.4		$	1,740.4
	2017			155.3			—			41.7			75.0			62.5			55.1			44.9			26.3			15.3			10.8			2.1			333.5
	2018			221.6			—			—			50.8			115.8			103.5			89.1			56.7			30.6			16.9			3.3			466.8
	2019			211.6			—			—			—			51.3			126.0			114.0			83.4			55.3			33.3			5.4			468.7
	2020			166.3			—			—			—			—			48.3			105.8			74.6			54.2			38.4			7.4			328.7
	2021			156.9			—			—			—			—			—			45.0			72.9			52.5			38.1			8.4			216.9
	2022			269.5			—			—			—			—			—			—			39.3			110.8			90.3			20.3			260.7
	2023			530.8			—			—			—			—			—			—			—			91.3			219.3			56.6			367.3
	2024			723.3			—			—			—			—			—			—			—			—			120.6			143.1			263.7
	2025			175.2			—			—			—			—			—			—			—			—			—			11.0			11.0
	Total		$	3,361.4		$	1,170.1		$	207.0		$	252.6		$	324.2		$	400.4		$	446.4		$	382.0		$	430.2		$	583.7		$	260.9		$	4,457.5

(1)

Includes the acquisition date finance receivables portfolios that were acquired through our business acquisitions from the date of acquisition.

(2)

For our non-U.S. amounts, purchase price is presented at the exchange rate on the date the pool was purchased.

(3)

Prior to 2025, U.S. Distressed excluded credit card collections from zero basis accounts associated with our Emblem and Fidem Brand Credit Card.

(4)

Excludes forward flow purchases that were resold between 2005 and 2008 shortly after purchase and do not reflect typical collection multiples as there is no cost-to-collect for accounts that were resold.

(5)

Adjusted to include historical information from Canaccede Financial Group and its predecessor businesses and excludes collections associated with recovering charged-off accounts in our credit card origination business.

(6)

Prior to 2025, Canada Distressed excludes collections from zero basis accounts associated with Fidem Finance, Inc.

Deployments

The following graph shows deployments by year since 2014.

Portfolio Purchases by Geography and Type

[MISSING IMAGE: bc_purchaseprice-4c.jpg]

Acquired on March 9, 2020, with effective date of February 29, 2020.

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The following table displays our quarterly deployments for the periods indicated.

Deployments by Geography and Business Line

	Three Months Ended
	Mar. 31, 2025			Dec. 31 2024			Sep. 30 2024			Jun. 30 2024			Mar. 31 2024			Dec. 31 2023			Sep. 30 2023			Jun. 30 2023			Mar. 31 2023
	($ in Millions)
US Distressed		$	92.9		$	299.2		$	52.7		$	76.7		$	52.9		$	101.0		$	58.9		$	107.8		$	70.0
US Insolvency			26.7			21.1			24.5			15.1			10.4			11.9			17.8			17.4			19.6
UK Distressed & Insolvency			1.9			6.7			4.7			8.5			9.5			10.8			2.9			9.3			3.7
Canada Insolvency			46.3			15.9			19.3			15.1			11.6			10.9			11.1			10.3			6.5
Canada Distressed			5.6			4.6			10.9			9.0			9.0			4.7			4.6			4.6			4.5
Latin America Distressed			1.8			9.0			12.7			16.1			8.0			14.6			5.3			4.6			18.2
Total Purchases		$	175.2		$	356.6		$	124.8		$	140.5		$	101.4		$	153.9		$	100.6		$	153.9		$	122.5

Liquidity and Capital Resources

We actively manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations. As of March 31, 2025, unrestricted cash and cash equivalents totaled $27.0 million. Of the unrestricted cash and cash equivalent balance as of March 31, 2025, $10.8 million consisted of cash on hand related to international operations with indefinitely reinvested earnings.

As of March 31, 2025, we had approximately $1,212.0 million in borrowings outstanding, net of unamortized debt issuance costs. Considering borrowing base restrictions, as of December 31, 2024, the amount available to be drawn under our Revolving Credit Facility (as defined herein) was $300.7 million. For more information, see Note 7 to our consolidated financial statements included elsewhere in this prospectus. In addition, in May 2025, Jefferson Capital Holdings, LLC completed an offering of $500.0 million aggregate principal amount of 8.250% senior notes due 2030. See “Description of Certain Indebtedness.”

	FOR THE THREE MONTHS ENDED OR AS OF MARCH 31,						FOR THE Year Ended OR AS OF December 31,
	2025			2024			2024			2023
	($ in Millions)
Total borrowings		$	1,212.0		$	795.9		$	1,194.7		$	770.9
Unamortized debt issuance costs			12.3			15.9			13.4			10.4
Unrestricted cash and cash equivalents			(27.0)			(10.8)			(35.5)			(14.4)
Net debt			1,197.3			801.0			1,172.6			766.9
Adjusted cash EBITDA			210.6			89.8			430.8			305.6
Leverage ratio (net debt / adjusted cash EBITDA)			NM			NM			2.72x			2.51x

“NM” — not meaningful

Our leverage is measured for purposes of our financial covenants in our Revolving Credit Facility based on a ratio of net debt to adjusted cash EBITDA but focused on just the Borrowers (as defined below) and as such, excludes adjusted cash EBITDA related to our Latin America operations as well as to a small portion of our Canadian assets. Additionally, the rating agencies who rate our Senior Notes look to the ratio of net debt to adjusted cash EBITDA as a primary metric in their ratings methodology. For more information of the Senior Leverage Ratio, Leverage Ratio and Fixed Charge Coverage Ratio, which use adjusted cash EBITDA in the calculation of those covenants, see “Description of Certain Indebtedness — Revolving Credit Facility.” Additional information regarding adjusted cash EBITDA, a non-GAAP financial measure, is outlined further below.

We were in compliance with the covenants of our financing arrangements as of March 31, 2025. Financial covenants are important in determining the level of cash flow that we need to maintain in relation to our ability

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to incur debt under our Revolving Credit Facility. If these financial covenants are not met, we would be in breach of our Revolving Credit Facility agreement if not cured through an additional pay down within the designated timeframe.

Adjusted Cash EBITDA

Adjusted cash EBITDA is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. We present adjusted cash EBITDA because it is an important measure of our cash flow that can be used to evaluate our liquidity. Our management believes adjusted cash EBITDA also helps us provide enhanced period-to-period comparability of our cash flow by aligning our collection expenses with our collections. Adjusted cash EBITDA should not be considered as an alternative to net cash provided by operating activities determined in accordance with GAAP.

Some of the limitations related to the use of adjusted cash EBITDA as an analytical tool include:

▪

adjusted cash EBITDA does not reflect our future requirements for capital expenditures or contractual commitments;

▪

adjusted cash EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

▪

adjusted cash EBITDA does not reflect the interest expense, or the cash requirements necessary to make interest or principal payments, on our debts;

▪

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and adjusted cash EBITDA does not reflect any cash requirements for such replacements; and

▪

other companies in our industry may calculate adjusted cash EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, adjusted cash EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

Set forth below is a reconciliation of adjusted cash EBITDA to net cash provided by operating activities.

	THREE MONTHS ENDED MARCH 31,						Year Ended December 31,
	2025			2024			2024			2023
	($ IN MILLIONS)
Net cash provided by operating activities		$	51.7		$	35.4		$	168.2		$	120.2
Changes in prepaid expenses			7.7			2.6			7.7			8.4
Changes in accounts payable and accrued expenses			8.0			(2.8)			(36.7)			(8.2)
Provision for credit losses			(0.5)			(0.8)			(3.5)			(3.5)
Foreign exchange and other income (expense)			(2.5)			(0.1)			5.5			(4.6)
Cash interest paid			23.7			16.3			73.0			45.2
Provision for income taxes			2.7			1.9			8.7			9.0
Total portfolio revenue			(142.3)			(91.3)			(395.9)			(293.6)
Gross collections			260.9			127.2			584.6			431.0
Stock-based compensation			0.4			1.2			4.5			1.0
Conn’s one-time items(1)			0.3			—			4.3			—
Canaccede exit consideration			0.2			—			7.7			—
Merger and acquisition and other one-time expenses(2)			0.3			0.2			2.7			0.7
Adjusted cash EBITDA		$	210.6		$	89.8		$	430.8		$	305.6

(1)

(2)

Includes acquisition fees and expenses and one-time corporate legal expenses.

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Revolving Credit Facility

On November 13, 2024, we amended our existing Revolving Credit Facility (as supplemented or otherwise modified from time to time, the “Revolving Credit Facility”) with Citizens Bank, N.A., as administrative agent, and the lenders from time-to-time party thereto. As amended, the Revolving Credit Facility provides for borrowings in an aggregate principal amount of $825.0 million (subject to compliance with a borrowing base and applicable debt covenants) and matures on April 26, 2028. As of March 31, 2025, there was $524.3 million aggregate principal amount of loans outstanding under the Revolving Credit Facility. In May 2025, we issued $500.0 million aggregate principal amount of 2030 Notes and used a majority of the proceeds therefrom, net of fees, to pay down the outstanding balance under the Revolving Credit Facility. For additional information on material terms, see “Description of Certain Indebtedness — Revolving Credit Facility.”

6.000% Senior Notes due 2026

On August 4, 2021, Jefferson Capital Holdings, LLC completed an offering of $300.0 million aggregate principal amount of 6.000% senior notes due 2026 (the “2026 Notes”) under an indenture (the “2026 Notes Indenture”), dated as of August 4, 2021, among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The 2026 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2026 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2026 Notes mature on August 15, 2026. As of March 31, 2025, there was approximately $300.0 million aggregate principal amount of the 2026 Notes outstanding. For additional information on material terms, see “Description of Certain Indebtedness — 6.000% Senior Notes due 2026.”

9.500% Senior Notes due 2029

On February 2, 2024, Jefferson Capital Holdings, LLC completed an offering of $400.0 million aggregate principal amount of 9.500% senior notes due 2029 (the “2029 Notes”) under an indenture (the “2029 Notes Indenture”), dated as of February 2, 2024, among Jefferson Capital Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2029 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. As of March 31, 2025, there was approximately $400.0 million aggregate principal amount of the 2029 Notes outstanding. The 2029 Notes mature on February 15, 2029. For additional information on material terms, see “Description of Certain Indebtedness — 9.500% Senior Notes due 2029.”

8.250% Senior Notes due 2030

On May 2, 2025, Jefferson Capital Holdings, LLC completed an offering of $500.0 million aggregate principal amount of the 2030 Notes under the New Notes Indenture. The 2030 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2030 Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2025. The 2030 Notes mature on May 15, 2030. For additional information on material terms, see “Description of Certain Indebtedness — 8.250% Senior Notes due 2030.”

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Cash Flows Analysis for the Three Months Ended March 31, 2025 and 2024

The following table summarizes our cash flow activity for the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31,						Increase (Decrease)			% Change
	2025			2024			Increase (Decrease)			% Change
	($ in Millions)
Total cash flow provided by / (used in)
Operating activities		$	51.7		$	35.4		$	16.3		46.0%
Investing activities			(56.2)			(65.5)			9.3		(14.2)%
Financing activities			(0.5)			25.2			(25.7)		(102.0)%
Exchange rate effects on cash balances held in foreign currencies			(2.8)			(1.7)			(1.1)		64.7%
Net decrease in cash and cash equivalents and restricted cash and cash equivalents		$	(7.8)		$	(6.6)		$	(1.2)		18.2%

Operating Activities

The change in our cash flows from operating activities in the three months ended March 31, 2025 was primarily due to collections recognized as revenue offset by cash paid for operating expenses, interest, and income taxes. Key drivers of operating activities were adjusted for (i) non-cash items included in net income such as provisions for credit losses and depreciation and amortization and (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of payments. Net cash provided by operating activities increased $16.3 million, or 46.0%, when compared to the three months ended March 31, 2024.

Investing Activities

Cash used in investing activities is normally driven by acquisitions of nonperforming loans and purchases of investments. Cash provided by investing activities is mainly driven by collections applied on finance receivables and proceeds from the sale of investments and subsidiaries.

The change in our cash flow from investing activities decreased $9.3 million in the three months ended March 31, 2025, primarily due to increased collections from increased deployments of $73.8 million when compared to the three months ended March 31, 2024.

Financing Activities

Cash from financing activities is normally provided by draws on our credit facility and proceeds from debt offerings. Cash used in financing activities is primarily driven by principal payments on our credit facility.

The change in our cash flow from financing activities decreased $25.7 million, primarily due to net activity associated with our credit facility as well as increased distributions in the three months ended March 31, 2025.

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Cash Flows Analysis for the Years Ended December 31, 2024 and 2023

The following table summarizes our cash flow activity for the year ended December 31, 2024 and 2023:

	Year Ended December 31,						Increase (Decrease)			% Change
	2024			2023			Increase (Decrease)			% Change
	($ in Millions)
Total cash flow provided by / (used in)
Operating activities		$	168.2		$	120.2		$	48.0		39.9%
Investing activities			(542.4)			(403.4)			(139.0)		34.5%
Financing activities			388.8			289.9			98.9		34.1%
Exchange rate effects on cash balances held in foreign currencies			3.0			(1.2)			4.2		(350.0)%
Net increase in cash and cash equivalents and restricted cash		$	17.6		$	5.5		$	12.1		220.0%

Operating Activities

The change in our cash flows from operating activities in the year ended December 31, 2024 was primarily due to collections recognized as revenue offset by cash paid for operating expenses, interest, and income taxes. Key drivers of operating activities were adjusted for (i) non-cash items included in net income such as provisions for credit losses and depreciation and amortization; and (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of payments. Net cash provided by operating activities increased $48.0 million, or 39.9%, when compared to the year ended December 31, 2023.

Investing Activities

The change in our cash flow from investing activities decreased $139.0 million in the year ended December 31, 2024, primarily due to increased deployments of $192.4 million when compared to the year ended December 31, 2023.

Financing Activities

The change in our cash flow from financing activities increased $99.0 million, primarily due to proceeds from increased borrowings under our credit facility in the year ended December 31, 2024.

Contractual Obligations

Our contractual obligations as of March 31, 2025, were as follows:

	Total			Less Than 1 Year			1 – 3 Years			3 – 5 Years			More Than 5 Years
Operating leases		$	6.0		$	1.4		$	2.4		$	1.6		$	0.6
Revolving credit(1)			566.4			38.9			527.5			—			—
Long-term debt(2)			875.8			56.0			385.0			434.8			—
Purchase commitments(3)			263.6			192.9			70.7			—			—
Other liabilities			8.2			—			8.2			—			—
Total		$	1,720.0		$	289.2		$	993.8		$	436.4		$	0.6

(1)

Includes estimated interest and unused line fees due on our revolving credit facility and assumes that the outstanding balance on such facility remain constant from the December 31, 2024 balance to maturity.

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(2)

Includes scheduled interest and principal payments on the 2026 Notes and the 2029 Notes.

(3)

Reflects the expected remaining amount to be purchased under forward flow and other contracts for the purchase of receivable portfolios.

(4)

Includes $7.7 million related to Canaccede exit consideration and $1.1 million related to an earnout related to Moriarity.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Our significant accounting policies are fundamental to understanding our results of operations and financial condition because they require that we use estimates, assumptions and judgments that affect the reported amounts of revenues, expenses, assets and liabilities. Our significant accounting estimates are discussed in Note 1 to our consolidated financial statements included elsewhere in this prospectus.

We have identified the following accounting estimates as critical because they require significant judgment and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our results of operations or financial condition. Our critical accounting estimates are as follows:

▪

Total portfolio revenue

▪

Goodwill

▪

Allowance for credit losses

We evaluate our critical accounting estimates and judgments on an ongoing basis and update them as necessary, based on several items, including, but not limited to, changing macroeconomic and market conditions.

Total portfolio revenue

Total portfolio revenue involves the use of estimates and the exercise of judgment on the part of management. These estimates include forecasts of the amount and timing of cash collections we expect to receive from our pools of accounts. We then project ERC and apply a discounted cash flow methodology to our ERC. Adjustments to ERC may include adjustments reflecting recent collection trends, our view of current and future economic conditions, changes in collection assumptions or other timing-related adjustments. Significant changes in our cash flow estimates could result in increased or decreased revenue as we immediately recognize the discounted value of such changes using the constant effective interest rate of the pool. Generally, adjustments to cash forecasts result in an adjustment to revenue at an amount less than the impact of the performance in the period due to the effects of discounting. Additionally, cash collection forecast increases will result in more revenue being recognized while cash collection forecast decreases result in less revenue being recognized over the life of the pool.

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The following table summarizes the impact of a hypothetical 1% decrease and increase in ERC as of December 31, 2024 and 2023 on total portfolio revenue and income before taxes:

($ in Millions)										1% REDUCTION in ERC									1% Increase in ERC
($ in Millions)	ERC			Total Portfolio Revenue			ERC			Total Portfolio Revenue			Impact on Income Before Taxes			ERC			Total Portfolio Revenue			Impact on Income Before Taxes
2024		$	2,744.5		$	395.9		$	2,717.1		$	373.6		$	(22.3)		$	2,772.0		$	418.2		$	22.3
2023		$	1,924.1		$	293.6		$	1,904.8		$	278.2		$	(15.4)		$	1,943.3		$	309.0		$	15.4

Goodwill

Business combinations and other acquisitions typically result in the recording of goodwill and other intangible assets. The excess of the purchase price over the fair value assigned to the tangible and identifiable intangible assets, liabilities assumed, and noncontrolling interest in the acquiree is recorded as goodwill.

Goodwill is not amortized but is evaluated for impairment annually as of June 30th or whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When testing goodwill for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis to determine if it is necessary to perform a quantitative goodwill impairment test. In performing our qualitative assessment, we consider the extent to which unfavorable events or circumstances identified, such as changes in economic conditions, industry and market conditions or company specific events, could affect the comparison of the reporting unit’s fair value with its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform a quantitative impairment test.

Quantitative impairment testing for goodwill is based upon the fair value of a reporting unit as compared to its carrying value. We make certain judgments and assumptions in allocating assets and liabilities to determine carrying values for its reporting units. To determine fair value of the reporting unit, we use the income approach. Under the income approach, fair value is determined using a discounted cash flow method, projecting future cash flows of each reporting unit, as well as a terminal value, and discounting such cash flows at a rate of return that reflects the relative risk of the cash flows. The impairment loss recognized would be the difference between a reporting unit’s carrying value and fair value in an amount not to exceed the carrying value of the reporting unit’s goodwill.

Our goodwill evaluation is dependent on a number of factors, both internal and external. There are inherent uncertainties related to the assumptions used in our evaluation and to our application of those assumptions. While we believe we have made reasonable estimates and assumptions to estimate fair value, if actual results are not consistent with our current estimates and assumptions, management changes its estimates and assumptions or there is a deterioration in market factors outside of our control, such as general economic conditions in the countries in which we operate, discount rates, income tax rates, foreign currency exchange rates, or inflation, goodwill impairment charges may be recorded in future periods. The goodwill impairment charges are a non-cash charge and could adversely affect our financial results in the period recognized.

Based on our annual impairment analysis of goodwill as of June 30, 2024, it was determined that the fair value of each reporting unit was in excess of its respective carrying value as of June 30, 2024; therefore, goodwill is considered not impaired. Additionally, we perform sensitivity analyses around discount rate assumptions utilized in order to assess the reasonableness of the rates and the resulting estimated fair values. As of June 30, 2024, a hypothetical 100 basis point increase in discount rates would reduce the aggregate estimated fair value across reporting units by approximately $28.4 million and would not result in any impairment, as each reporting unit’s fair value would still exceed its carrying value. As of June 30, 2024, a hypothetical 5% decrease in forecasted collections would reduce the aggregate estimated fair value across reporting units by approximately $88.5 million and would not result in any impairment, as each reporting unit’s fair value would still exceed its carrying value.

Based on our annual impairment analysis of goodwill as of June 30, 2023, it was determined that the fair value of each reporting unit was in excess of its respective carrying value as of June 30, 2023; therefore,

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goodwill was not considered impaired. Based on the Company’s sensitivity analyses described above, as of June 30, 2023, a hypothetical 100 basis point increase in discount rates would reduce the aggregate estimated fair value across reporting unit by approximately $22 million and would not result in any impairment, as each reporting unit’s fair value would still exceed its carrying value. As of June 30, 2023, a hypothetical 5% decrease in forecasted collections would reduce the aggregate estimated fair value across reporting units by approximately $68 million and would not result in any impairment, as each reporting unit’s fair value would still exceed its carrying value.

Allowance for Credit Losses

We maintain an allowance for credit losses that represents management’s current estimate of expected credit losses inherent in our credit card receivables portfolio as of each balance sheet date. The allowance for credit losses was $1.7 million as of March 31, 2025, compared to $2.1 million as of March 31, 2024.

We have an established process, using analytical tools and management judgment, to determine our allowance for credit losses. Management judgment is required to determine the relevant information and estimation methods used to arrive at our best estimate of lifetime credit losses. Establishing the allowance on a quarterly basis involves evaluating and forecasting several factors, including, but not limited to, both credit and macroeconomic variables.

Key credit factors that drive our analysis include the payment performance of the account holder, who has completed a repayment plan or an insolvency, as well as historical loss and recovery experience, recent trends in delinquencies and charge-offs, account seasoning, changes in our credit evaluation, underwriting and collection management policies, seasonality, current general economic conditions, changes in the legal and regulatory environment and uncertainties in forecasting and modeling techniques used in estimating our allowance for credit losses. Representatives from our finance organization review and assess our allowance methodologies, key assumptions and the appropriateness of the allowance for credit losses on a quarterly basis.

Although we examine our internal payment performance data and take into account certain externally available economic data to determine our allowance for credit losses, our estimation process is subject to risks and uncertainties, including a reliance on historical loss and trend information that may not be representative of current conditions and indicative of future performance as well as economic forecasts that may not align with actual future economic conditions. Accordingly, our actual credit loss experience may not be in line with our expectations.

Given the dynamic relationship between macroeconomic variables within our modeling framework, it is difficult to estimate the impact of a change in any one individual variable on the allowance. In a hypothetical sensitivity analysis, we evaluated an adverse scenario increasing the allowance as a percentage of receivables to illustrate deteriorating economic conditions such as an increase in unemployment rate. A hypothetical increase of 100 basis points applied to receivables as of December 31, 2024 and 2023 would result in a decrease in income before taxes of $0.2 million for both 2024 and 2023. Such hypothetical increase would have a substantially similar decrease as of March 31, 2025.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are subject to interest rate risk from borrowings on our Revolving Credit Facility, as well as our interest-bearing deposits. As such, our consolidated financial results are subject to fluctuations due to changes in market interest rates. We assess this interest rate risk by estimating the increase or decrease in interest expense that would occur due to a change in short-term interest rates. The borrowings on our variable rate credit facilities were $524.3 million as of March 31, 2025. Based on our debt structure as of March 31, 2025, assuming a 50 basis point decrease in interest rates, interest expense over the following 12 months would decrease by an estimated $2.6 million. Assuming a 50 basis point increase in interest rates, interest expense over the following 12 months would increase by an estimated $2.6 million.

Foreign Currency Exchange Risk

We operate internationally and enter into transactions denominated in various foreign currencies. In 2024 and the three months ended March 31, 2025, we generated $137.7 million and $38.0 million of revenues

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from operations outside the United States and used multiple functional currencies. Weakness in one particular currency might be offset by strength in other currencies over time.

Fluctuations in foreign currencies could cause us to incur foreign currency exchange gains and losses and could adversely affect our comprehensive income and stockholders’ equity. Additionally, our reported financial results could change from period to period due solely to fluctuations between currencies. Foreign currency gains and losses are primarily the result of the re-measurement of transactions in other currencies into an entity’s functional currency. Foreign currency gains and losses are included as a component of other income (expense) in our consolidated statements of operations. A hypothetical 10% change in foreign currency exchange rates applied to net monetary assets and liabilities as of March 31, 2025 denominated in currencies other than their functional currencies would not have had a material impact on our consolidated financial results. From time to time, we may elect to enter into foreign exchange derivative contracts to reduce these variations in our statements of operations.

When an entity’s functional currency is different than the reporting currency of its parent, foreign currency translation adjustments may occur. Foreign currency translation adjustments are included as a component of accumulated other comprehensive income in our consolidated balance sheet.

We have taken measures to mitigate the impact of foreign currency fluctuations. We have organized our U.K. operations so that portfolio ownership and collections generally occur within the same entity. Additionally, our credit facilities are multi-currency facilities, allowing us to better match funding and portfolio purchases by currency in the United States, United Kingdom and Canada. We actively monitor the value of our finance receivables by currency. In the event adjustments are required to our liability composition by currency we may, from time to time, execute re-balancing foreign exchange contracts to more closely align funding and portfolio purchases by currency.

Concentration Risk

A substantial percentage of our purchases are concentrated with a few large sellers. For the three months ended March 31, 2025 and 2024, our five largest clients together accounted for 53.4% and 48.7% of our deployments, respectively, with the top client representing 17.0% and 13.1% of purchases for the same periods, respectively.

We are subject to risks and uncertainties associated with our client concentration. An inability to maintain our purchasing activity with any of our largest clients as a result of potential competitive pressures, changes in a client’s debt recovery strategy or other factors could have an adverse impact on our financial performance. Our client concentration has, however, decreased in recent years as our client base has become more diversified. A key driver of this trend, which we expect to continue in future periods, has been our ability to add new clients across multiple asset classes, including clients who are first time sellers that previously managed collections themselves. In 2023, we added 32 new clients across six asset classes, in 2024, we added 14 new clients and in the three months ended March 31, 2025, we added four new clients across four asset classes. We have added 122 new clients across six asset classes between 2018 and March 31, 2025.

In addition, we enter into forward flow purchase agreements with our customers on a regular basis, which provides pricing and contractual certainty and mitigates the risk of unforeseen client loss. As of March 31, 2025, we had $263.6 million of total committed forward flows, a decrease of $52.6 million compared to March 31, 2024. This decrease was driven by the usage of longer-term forward flow agreements.

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BUSINESS

Overview

The following charts present a breakdown of our investment activity by asset class, by business line and by geography for the year ended December 31, 2024:

For the years ended December 31, 2024 and 2023 and the three months ended March 31, 2025, we reported net income of $128.9 million, $111.5 million and $64.2 million, respectively, and $242.1 million, $168.2 million and $92.0 million of adjusted EBITDA, respectively. For additional information regarding adjusted EBITDA, a non-GAAP financial measure, see “Prospectus Summary — Summary Consolidated Financial and Operating Information — Key Business Metrics and Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures — Adjusted EBITDA.” The following charts summarize our annual revenue, net operating income, net income and adjusted EBITDA since 2019:

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Our Markets

United States

We estimate the 2024 annual TAM for the U.S. market to be approximately $167.8 billion based on the cumulative estimated annual face value of charge-offs for the asset classes listed below, which we have estimated annual face value charged-off based on estimated or reported outstanding balances as of December 31, 2024 and assumed loss rate proxies. We estimate that the TAM for the U.S. market was $115.7 billion in 2019, representing a cumulative 2019 to 2024 growth rate of 45.1%.

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