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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number 001-42718

Graphic

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

33-1923926

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

600 SOUTH HIGHWAY 169, SUITE 1575,

MINNEAPOLIS, MINNESOTA 55426

(Address of principal executive offices, zip code)

(320) 229-8505

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common stock, $0.0001 par value per share

JCAP

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes    No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  

The number of shares of the registrant’s common stock outstanding as of August 13, 2025 was 58,266,307.

Table of Contents

TABLE OF CONTENTS

Page

Part I

Financial Information

Item 1.

Combined and Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited)

6

Combined and Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (Unaudited)

7

Combined and Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)

8

Combined and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)

9

Notes to Combined and Condensed Consolidated Financial Statements (Unaudited)

11

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

66

Item 4.

Controls and Procedures

67

Part II

Other Information

68

Item 1.

Legal Proceedings

68

Item 1A.

Risk Factors

68

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

87

Item 3.

Defaults Upon Senior Securities

87

Item 4.

Mine Safety Disclosures

87

Item 5.

Other Information

88

Item 6.

Exhibits

88

Exhibit Index

88

Signatures

90

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BASIS OF PRESENTATION

Except as otherwise indicated or as the context otherwise requires, all references in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to the “Company,” “we,” “our,” and “us” and similar terms refer to Jefferson Capital, Inc. a Delaware corporation, together with its subsidiaries. Unless otherwise indicated, all references to our financial information are to the combined and condensed consolidated financial information of the Company and references to “dollars” and “$” in this Quarterly Report are to, and amounts are presented in, U.S. dollars. Financial data as of and for the three months and six months ended June 30, 2025 and December 31, 2024, relate to financial information of the Company on a combined and condensed consolidated basis.

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements about Jefferson Capital, Inc. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. These forward-looking statements cover, among other things, future economic conditions and the anticipated future revenue, expenses, financial condition, asset quality, capital and liquidity levels, plans, prospects and operations of Jefferson Capital, Inc. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.”

Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those set forth in forward-looking statements.  Factors that may materially affect such forward-looking statements include:

Deterioration in general business and economic conditions or turbulence in domestic or global financial markets, which could adversely affect Jefferson Capital, Inc.’s revenues and the values of its assets and liabilities;
Turmoil and volatility in the financial services industry;
Actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions;
Changes in interest rates;
Increases in unemployment rates;
Impacts of current, pending or future litigation and governmental proceedings;
Increased competition from both banks and non-banks;
Effects of climate change and related physical and transition risks;
Changes in customer behavior and preferences and the ability to implement technological changes to respond to customer needs and meet competitive demands;
Failures or disruptions in or breaches of Jefferson Capital, Inc’s operational, technology or security systems or infrastructure, or those of third parties, including as a result of cybersecurity incidents;
Failures to safeguard personal information;
Impacts of pandemics, natural disasters, terrorist activities, civil unrest, international hostilities and geopolitical events;
Impacts of supply chain disruptions, rising inflation, slower growth or a recession;
Failure to execute on strategic or operational plans;

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Effects of mergers and acquisitions and related integration;
Effects of critical accounting policies and judgments;
Effects of changes in or interpretations of tax laws and regulations; and
Management’s ability to effectively manage market risk, operational risk, compliance risk, strategic risk, liquidity risk and reputation risk.

Factors other than these risks, including those described under the sections in this Quarterly Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report, also could adversely affect Jefferson Capital, Inc.’s results, and the reader should not consider these risks to be a complete set of all potential risks or uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date hereof, and Jefferson Capital, Inc. undertakes no obligation to update them in light of new information or future events, except as required by applicable law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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 Quarterly Report 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:

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.
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.
We may not be able to collect sufficient amounts on our nonperforming loans to fund our operations.
Our collections may decrease if certain types of insolvency proceedings and bankruptcy filings involving liquidations increase.
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.
Disruptions at our co-sourced operation in Mumbai could adversely impact our business.
Goodwill impairment charges could negatively impact our net income and stockholders’ equity.
Our loss contingency accruals may not be adequate to cover actual losses.
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.
Our expected collections from the Conn’s Portfolio Purchase may not be realized, or our expenses from the full-time equivalents (“FTE”) that were formerly employed by Conn’s may be higher than we anticipated, which may adversely impact our financial results.
Our international operations expose us to risks, which could harm our business, financial condition and results of operations.
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.
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 ability to collect and enforce our nonperforming and performing loans may be limited under federal, state and international laws, regulations and policies.
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.
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.
A cybersecurity incident could damage our reputation and adversely impact our business and financial results.
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.
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.
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.
We expect to use leverage in executing our business strategy, which may have adverse consequences.
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.
The JCF Stockholders (as defined below) control us, and their interests may conflict with ours or yours in the future, including with respect to matters that involve corporate opportunities.
We are 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.

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Part 1. Financial Information

Jefferson Capital, Inc.

Combined and Condensed Consolidated Balance Sheets

(Unaudited, in Thousands)

June 30, 

December 31, 

    

2025

    

2024

    

Assets

Cash and cash equivalents

$

51,651

$

35,506

Restricted cash

3,849

2,737

Accounts receivable

20,425

16,532

Prepaid expenses

6,253

2,791

Current tax receivable

1,697

1,562

Other assets

9,200

10,038

Investments in receivables, net

1,589,801

1,497,748

Credit card receivables (net of allowance for

16,238

17,176

credit losses of $1,733 and $1,907)

Property, plant and equipment, net

2,304

2,274

Other intangible assets, net

8,157

10,237

Goodwill

58,043

57,683

Total Assets

$

1,767,618

$

1,654,284

Liabilities

Accounts payable and accrued expenses

$

76,425

$

69,975

Other liabilities

4,858

4,861

Deferred tax liabilities

94,057

2,193

Notes payable, net

1,181,470

1,194,726

Total Liabilities

$

1,356,810

$

1,271,755

Stockholder's Equity

Common Stock par value $0.0001 per share; 64,685,082 shares and 0 shares authorized as of June 30, 2025 and December 31, 2024 and 58,266,307 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024

$

6

$

Additional paid-in capital

(69,497)

Retained earnings

477,576

398,122

Accumulated other comprehensive income (loss)

2,723

(15,593)

Total stockholder's equity

$

410,808

$

382,529

Total Liabilities and Stockholder's Equity

$

1,767,618

$

1,654,284

See accompanying notes to the combined and condensed consolidated financial statements.

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Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited in Thousands, except for Earnings Per Share amounts)

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2025

    

2024

    

2025

    

2024

Revenues

Total portfolio income

$

138,877

$

94,699

$

277,571

$

186,103

Changes in recoveries

1,556

(41)

5,176

(125)

Total portfolio revenue

140,433

94,658

282,747

185,978

Credit card revenue

1,798

2,083

3,696

4,305

Servicing revenue

10,477

7,063

21,208

13,476

Total Revenues

152,708

103,804

307,651

203,759

Provision for credit losses

560

983

1,101

1,770

Operating Expenses

Salaries and benefits

6,254

12,299

20,276

23,407

Servicing expenses

43,546

30,810

86,339

62,627

Depreciation and amortization

1,250

559

2,854

1,129

Professional fees

9,444

2,124

11,611

4,036

Other selling, general and administrative

5,013

1,882

9,562

3,715

Total Operating Expenses

65,507

47,674

130,642

94,914

Net Operating Income

86,641

55,147

175,908

107,075

Other Income (Expense)

Interest expense

(25,824)

(18,199)

(50,717)

(35,436)

Foreign exchange and other income (expense)

1,089

(2,881)

3,620

(2,741)

Total other expense

(24,735)

(21,080)

(47,097)

(38,177)

Income Before Income Taxes

61,906

34,067

128,811

68,898

Provision for income taxes

(14,255)

(1,899)

(16,935)

(3,839)

Net Income

47,651

32,168

111,876

65,059

Foreign currency translation gain / (loss)

14,432

(3,133)

18,316

(5,896)

Comprehensive Income

$

62,083

$

29,035

$

130,192

$

59,163

Earnings per share

Basic

$

18.61

$

$

86.88

$

Diluted

16.76

78.26

Weighted average common shares outstanding

Basic

2,561

1,288

Diluted

2,843

1,430

See accompanying notes to the combined and condensed consolidated financial statements.

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Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Stockholder’s Equity

(Unaudited, in Thousands, except per share and Dividend amounts)

Accumulated

Common Stock

Contributions

Other Comprehensive

Additional

Retained

Total

    

Share

    

Par

    

by Stockholder

Income (Loss)

Paid-in Capital

Earnings

Equity

Balance, March 31, 2025

$

$

$

(11,709)

$

$

446,349

$

434,640

Dividends to stockholders ($0.25 per share)

(16,424)

(16,424)

Net income

47,651

47,651

Foreign currency translation

14,432

-

14,432

Reorganization adjustments

(78,216)

-

(78,216)

Shares issued

64,685

6

8,719

-

8,725

Balance, June 30, 2025

64,685

$

6

$

$

2,723

$

(69,497)

$

477,576

$

410,808

Balance, March 31, 2024

$

$

28,797

$

(4,405)

$

$

309,325

$

333,717

Net income

-

32,168

32,168

Foreign currency translation

(3,133)

(3,133)

Balance, June 30, 2024

$

$

28,797

$

(7,538)

$

$

341,493

$

362,752

Balance, December 31, 2024

$

$

-

$

(15,593)

$

$

398,122

382,529

Dividends to stockholders ($0.50 per share)

-

(32,422)

(32,422)

Net income

111,876

111,876

Foreign currency translation

18,316

18,316

Reorganization adjustments

(78,216)

(78,216)

Shares issued

64,685

6

8,719

8,725

Balance, June 30, 2025

64,685

$

6

$

$

2,723

$

(69,497)

$

477,576

$

410,808

Balance, December 31, 2023

$

$

28,797

$

(1,642)

$

$

276,434

$

303,589

Net income

65,059

65,059

Foreign currency translation

(5,896)

(5,896)

Balance, June 30, 2024

$

$

28,797

$

(7,538)

$

$

341,493

$

362,752

See accompanying notes to the combined and condensed consolidated financial statements.

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Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

For the Six Months Ended

June 30, 

    

2025

    

2024

    

Cash flows from operating activities

Net income

$

111,876

$

65,059

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

Depreciation and amortization

2,854

1,130

Amortization of debt issuance costs

2,494

2,051

Provision for credit losses

1,101

1,770

Deferred income tax

12,386

(2,135)

Changes in assets and liabilities:

Prepaid expenses

(3,457)

(670)

Other assets

645

(836)

Accounts receivable

(3,175)

(1,217)

Accounts payable and accrued expenses

5,841

17,994

Net cash provided by operating activities

130,565

83,146

Cash flows from investing activities

Purchases of receivables, net

(300,501)

(241,883)

Purchases of credit card receivables

(13,138)

(15,856)

Collections applied to investments in receivables, net

233,761

79,101

Collections applied to credit card receivables

13,479

14,956

Purchases of property and equipment, net

(539)

(326)

Net cash used in investing activities

(66,938)

(164,008)

Cash flow from financing activities

Proceeds from notes payable

681,790

567,066

Payments on notes payable

(694,872)

(486,525)

Payment of debt issuance costs

(7,605)

(6,849)

Dividends paid to stockholders

(32,422)

-

Proceeds from issuance of common stock

10,000

-

Net cash (used in) / provided by financing activities

(43,109)

73,692

Exchange rate effects on cash balances held in foreign currencies

(3,261)

115

Net (decrease) increase in cash and cash equivalents and restricted cash

17,257

(7,055)

Cash and cash equivalents and restricted cash, beginning of period

38,243

20,604

Cash and cash equivalents and restricted cash, end of period

$

55,500

$

13,549

See accompanying notes to the combined and condensed consolidated financial statements.

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Jefferson Capital, Inc.

Combined and Condensed Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

For the Six Months Ended

June 30, 

    

2025

    

2024

    

Supplemental Cash Flow Disclosures

Interest paid

$

43,450

$

17,233

Income taxes paid

$

4,748

$

3,838

New Leases Assumed

$

321

$

531

Deferred tax liability recognized in connection with reorganization

$

79,484

$

The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the accompanying combined and condensed consolidated balance sheets that sum to the total of the same such amounts shown in the combined and condensed consolidated statements of cash flows:

Cash and cash equivalents

$

51,651

$

10,485

Restricted cash

3,849

3,064

Total cash and cash equivalents and restricted cash as shown in the combined and condensed consolidated statements of cash flows

$

55,500

$

13,549

See accompanying notes to the combined and condensed consolidated financial statements.

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Jefferson Capital, Inc.

Notes to Combined and Condensed Consolidated Financial Statements (unaudited)

1.Organization, Description of Business and Summary of Significant Accounting Policies

The accompanying combined and condensed consolidated financial statements include the combined and condensed consolidated results of operations of Jefferson Capital, Inc. and its subsidiaries (the “Company”). Jefferson Capital, Inc. is a Delaware corporation headquartered in Minneapolis, Minnesota.

The Company and its subsidiaries in the U.S., Canada, the U.K and Latin America. provide debt recovery solutions and other related services across a broad range of consumer receivables, including credit card, secured and unsecured automotive, utilities, telecom and other receivables. The Company primarily purchases portfolios of consumer receivables at deep discounts to face value and manages 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. The Company also provides debt servicing and other portfolio management services to credit originators for non-performing loans. Through credit card acquisition programs, the Company earns credit card revenue. All deployments are purchased from independent third parties.

The Company purchases portfolios of receivables from a diverse client base, including Fortune 500 creditors, banks, fintech origination platforms, telecommunications providers, credit card issuers, and auto finance companies. The Company’s top five clients accounted for 41.0% and 40.4%, with the top client representing 12.3% and 14.2% of purchases for the six months ended June 30, 2025 and 2024, respectively. For credit card receivables, the Company purchases from two issuers.

Initial Public Offering June 2025

In June 2025, the Company completed its initial public offering (“IPO”), in which the selling shareholders sold 10,875,000 shares after giving effect to the underwriters’ exercise of the over-allotment option, at a public offering price of $15.00 per share.  The Company also issued and sold 625,000 shares of its common stock in the IPO, which resulted in net proceeds of $4.5 million after deducting the underwriting discounts and commissions. Prior to the IPO, our business operations were generally 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. JCAP TopCo, LLC was owned by (i) entities affiliated with J.C. Flowers, (ii) members of Management Invest, LLC, and (iii) former equity holders of Canaccede.

Following a series of transactions that we refer to collectively as the “Reorganization,” Jefferson Capital, Inc. became a holding company with no material assets other than 100% of the equity interests in JCAP TopCo, LLC, which remain a holding company with no material assets other than 100% of the equity interests in Jefferson Capital Holdings, LLC. Jefferson Capital, Inc. also succeeded 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, Jefferson Capital, Inc. operates and controls all of the business and affairs, and consolidates 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, exchanged their direct and indirect interests in JCAP TopCo, LLC for shares of our common stock. We refer to the entities affiliated with J.C. Flowers, members of Management Invest, LLC and former stockholders of Canaccede who own shares of our common stock following the Reorganization and the IPO as the “JCF Stockholders,” “Management Stockholders” and “Former Canaccede Stockholders,” respectively. As a result of the Reorganization and after giving effect to the completion of the IPO at the initial public offering price of $15.00 per share, as of June 30, 2025:

the investors in the IPO collectively own 17.8% of our common stock;
the JCF Stockholders collectively own 67.6% of the outstanding shares of our common stock;

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the Management Stockholders collectively own 14.3%;
The number of shares of common stock 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 was based on an exchange ratio of one share of our common stock for every 2.4150549 interests in JCAP TopCo, LLC (the “Exchange Ratio”), resulting in an aggregate of 55,000,000 shares of our common stock being issued in exchange for such Class A Units and Class C units.

In addition, based on the initial public offering price of $15.00 per share, an aggregate of 9,060,082 shares of common stock were 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 64,060,082 shares of common stock outstanding immediately after the Reorganization and before giving effect to the IPO. The number of shares of common stock that the Management Stockholders collectively received pursuant to the Reorganization was 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 the IPO. Specifically, of the 9,060,082 shares of common stock issued to the Management Stockholders in the Reorganization, 6,418,775 shares were 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 were 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.

Basis of Presentation

The accompanying unaudited combined and condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and they reflect all adjustments which are necessary for a fair statement of results of operations, financial position, and cash flows as if entities had been combined for all periods presented and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited combined and condensed consolidated interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

These unaudited combined and condensed consolidated interim financial statements should be read in conjunction with our annual financial statements for the year ended December 31, 2024 and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to the Consolidated Financial Statements included in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 27, 2025 (the “Prospectus.”)

All intercompany transactions and balances have been eliminated in consolidation.

Translation of Foreign Currencies

Foreign currency translation adjustments result from the process of translating financial statements from the Company’s foreign subsidiaries’ functional currency, mainly the Canadian dollar for the Company’s Canadian business and British Pound for the Company’s United Kingdom businesses, into the Company’s reporting currency, the U.S. dollar. Translation adjustments are reported as a component of other comprehensive income. Revenues and expenses are translated monthly utilizing average exchange rates and assets and liabilities are translated as of the balance sheet date utilizing the period end exchange rate.

The combined and condensed consolidated financial statements of certain of the Company’s foreign subsidiaries are measured using their local currency as the functional currency. Assets and liabilities of foreign operations are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The resulting translation adjustments are recorded as a component of other

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comprehensive income or loss. Equity accounts are translated at historical rates, except for the change in retained earnings during the year which is the result of the income statement translation process. Intercompany transaction gains or losses at each period end arising from subsequent measurement of balances for which settlement is not planned or anticipated in the foreseeable future are included as translation adjustments and recorded within other comprehensive income or loss. Translation gains or losses are the material components of accumulated other comprehensive income or loss.

Use of Estimates

The combined and condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and these principles require making estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined and condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during each reporting period. These estimates are based on information available as of the date of the combined and condensed consolidated financial statements. The actual results could differ materially from these estimates. Significant estimates include the determination of recovery income associated with the investment in charged off receivables. The recognition of revenue from previously charged-off receivables is primarily calculated using ASC 326 – Financial Instruments – Credit Losses, which is commonly referred to as the Current Expected Credit Loss model or “CECL,” which is based on expected future collections and involved significant judgement, including forecasts of macroeconomic conditions and collection trends, which are inherently uncertain and may change over time. Additionally, estimates of future credit losses on credit card receivables may  have a significant effect on the provision for loan losses.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies from the audited combined and condensed consolidated financial statements for the fiscal year ended December 31, 2024, included in the Prospectus.

Investments in Receivables

The Company typically purchases receivable portfolios that are either significantly delinquent or have been previously charged off by the seller. These financial assets have experienced more-than-insignificant deterioration in credit quality, and as such meet the definition of Purchased Credit Deteriorated or “PCD” under CECL. Under PCD accounting, the portfolios are initially recognized at amortized cost by adding the acquisition date estimate of expected credit losses to the asset’s purchase price with no provision expense recorded at acquisition date. Receivable portfolio purchases are then aggregated into pools based on similar risk characteristics. Examples of risk characteristics include financial asset type, collateral type, size, interest rate, date of origination, term, and geographic location. The Company’s static pools are typically grouped into credit card, purchased consumer bankruptcy, and mortgage portfolios. The Company further groups these static pools by geographic location. Once a pool is established, and aggregated based on similar risk characteristics, the portfolios will remain in the designated pool unless the underlying risk characteristics change. The purchase Effective Interest Rate (“EIR”) of a pool will not change over the life of the pool even if expected future cash flows change.

Write Off and Negative Allowance for Expected Recoveries: At purchase, the Company deems these portfolios to be uncollectible due to being significantly delinquent and previously being charged off by the seller prior to purchase. In accordance with its write-off policy, the Company immediately writes off the amortized cost of the purchased portfolios at acquisition. Subsequent to write-off, the Company establishes a negative allowance for expected recoveries equal to the amount the Company expects to collect over the life of the receivable portfolio. The negative allowance will not exceed the amortized cost basis of the purchased portfolios prior to charge off.

Pooling: The Company aggregates purchases of receivables into pools based on risk characteristics, primarily financial asset type and expected credit loss pattern. Once a pool is established, the composition of the pool will not change unless there is a change in the underlying risk characteristics of the individual loans.

Methodology: The negative allowance is calculated at a pool level and represents the amount of future expected recoveries discounted to present value. The discount rate used in the calculation is the effective interest rate that equates the purchase price of the portfolio and the expected future cash flows at the purchase date. An annual pool is created throughout the year as the Company purchases portfolios. The Company pools accounts with similar risk characteristics that are acquired in the same year. The blended effective interest rate will be adjusted to reflect new acquisitions and new cash flow estimates

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until the end of the year. The effective interest rate for a pool is fixed for the remaining life of the pool once the year has ended. The effective interest rate will not change after the year has ended even if expected cash flows change for the pool.

Income Recognition: Under ASC 326, revenue related to investments in receivables is recognized for accretion / amortization due to the passage of time, changes in current period expected recoveries due to variances between actual and expected collections, and changes in future expected recoveries, discounted to present value. Discount accretion due to the passage of time based on the established pool effective interest rate (“EIR”) is shown in “Total portfolio income” of the combined and condensed consolidated statement of operations. Changes in current period expected recoveries due to variances between actual and expected collections and changes in future expected recoveries, discounted to present value, are shown in “Changes in recoveries” of the combined and condensed consolidated statement of operations. Additionally, the Company recognized performing loans carried at amortized cost and include accrued interest receivable, deferred fees, and costs. These loans are shown in “Total portfolio income” on the combined and consolidated statement of operations.

Allowance for Credit Losses

The Company provides an allowance for credit losses on loans and fees receivable. Judgement is required to assess the estimate of current expected credit losses. Management continuously evaluates its estimate for determining the most appropriate allowance for credit losses. The allowance for credit losses on loans and fees receivable is computed at the pool level using a roll-rate methodology. Management considers several 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 estimated allowance consists of both qualitative and quantitative adjustments. A reasonable and supportable forecast is considered as part of the qualitative adjustments, as permitted by ASC 326. The allowance is estimated based on the amortized cost basis of the loan including principal, accrued interest receivable, deferred fees, and costs. The Company places receivables on non-accrual at 90 days past due and writes off the accrued interest at 180 days past due. Expected recoveries are included in the measurement of the allowance for credit losses.

The Company does not record an allowance related to unfunded commitments as these agreements are unconditionally cancelable by the Company.

Revenue Recognition

The Company’s revenues primarily include Revenues from receivable portfolios associated with Investments in receivables, which is revenue recognized from engaging in debt purchasing and recovery activities. The Company fully writes off the amortized costs (i.e., face value net of noncredit discount) of the individual receivables it acquires immediately after purchasing the portfolio. The Company then records 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 “Investment in receivable portfolios, net” in the Company’s combined and condensed consolidated balance sheet. The discount rate is an EIR established based on the purchase price of the portfolio and the expected future cash flows at the time of purchase. In recent periods the Company has purchased performing receivable portfolios and continues to do so at a deep discount. The credit quality of these portfolios continues to meet the definition of PCD, but the Company believes it will successfully collect a significant portion where the consumer will pay on a normal schedule.

Debt purchasing revenue includes two components:

(1)Total portfolio income, which includes the accretion of the discount on the negative allowance due to the passage of time (generally the portfolio balance multiplied by the EIR), all revenue from zero basis portfolio collections, as well as interest and fees recognized on performing receivable portfolios, and
(2)Changes in recoveries, which include:
a.Recoveries above or below forecast, which is the difference between (i) actual cash collected / recovered during the current period and (ii) expected cash recoveries for the current period, which generally represents over or under performance for the period; and

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b.Changes in expected future recoveries, which is the present value change of expected future recoveries, where such change generally results from (i) timing of collections (amounts either expected to be collected early or later) and (ii) changes to the total amount of expected future collections (which can be increases or decreases).

The Company measures expected future recoveries based on historical experience, current conditions, and reasonable and supportable forecasts.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance was applied retrospectively and became effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its combined and condensed consolidated financial statements. See Note 15 for more information.

Recent Accounting Standards or Updates Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. The Company is currently evaluating these provisions and the impact they may have on its combined and condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and apply to all entities subject to income taxes. The new standard is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the provisions of this ASU and the impact on its combined and condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities. The objective of ASU 2024-03 is to address requests from investors for more detailed information about the types of expenses. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The effective date for annual reporting periods is after December 15, 2026, and interim periods within those annual periods beginning after December 15, 2027. The Company is currently evaluating these provisions of this ASU and the impact they may have on its combined and condensed consolidated financial statements and related disclosures.

2.Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income available to common stockholders of Jefferson Capital, Inc. by the weighted average number of common shares outstanding from June 27, 2025, the date of the IPO

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through June 30, 2025. Diluted EPS is computed using the same components as basic EPS, with the denominator adjusted for nonvested share awards from June 27, 2025, the date of the IPO, through June 30, 2025.

The historical earnings per unit are not meaningful or comparable because, prior to the IPO and Reorganization, Jefferson Capital Holdings, LLC, the predecessor to Jefferson Capital, Inc., was a single member limited liability company. Accordingly, earnings per unit are not presented for the three and six months ended June 30, 2024.  In addition, because the nature of the Reorganization described in Note 1 does not constitute a stock dividend, stock split or reverse stock split, basic EPS and diluted EPS does not give retroactive effect to the Reorganization in a manner similar to a stock split or stock dividend in the historical financial statements of the Company. Therefore, EPS for periods preceding the Reorganization and IPO is not presented.

The components of earnings per share for the three and six months ended June 30, 2025 are (in thousands, except per share amounts):

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2025

    

2024

    

2025

    

2024

Net income

$

47,651

$

32,168

$

111,876

$

65,059

Shares:

Weighted-average common shares outstanding

2,561

1,288

Dilutive effect of nonvested share awards (1)

282

142

Total weighted-average diluted common shares outstanding

2,843

1,430

Earnings per common share

$

18.61

$

$

86.88

$

Diluted earnings per common share

16.76

78.26

(1) Options outstanding at June 30, 2025 to purchase 457,542 were not included in the computation of dilutive earnings per share as they were anti-dilutive.

3.Acquisitions

Effective December 3, 2024, the Company’s U.S. subsidiary Jefferson Capital Systems, LLC entered into a definitive agreement to purchase certain assets from Conn’s, Inc. (“Conn’s) though a bankruptcy process for $244.9 million in cash (the “Conn’s Portfolio Purchase”).

Jefferson Capital Systems, LLC hired 197 of the former full-time equivalents (“FTE”) of Conn’s on December 4, 2024, to manage and service the assets acquired in the Conn’s Portfolio Purchase through their remaining life and entered into certain vendor contracts to maintain continuity of account servicing. In addition, Jefferson Capital Systems, LLC was assigned a lease in San Antonio, Texas that had originally been entered into by Conn’s on November 10, 2024, at Jefferson Capital Systems, LLC’s request, in part to ensure that the Company would have its desired facility in place by the closing of the Conn’s Portfolio Purchase. Jefferson Capital relocated the 197 new FTE of Jefferson Capital Systems, LLC to the new San Antonio facility in January 2025. As of June 30, 2025 119 FTE remain.

The Conn’s portfolio purchase was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash)

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and does not give rise to goodwill. The Company has determined the relative fair values of the assets acquired and liabilities assumed, as of the date of acquisition, as presented (in thousands):

Purchase Price:

    

    

Total purchase consideration paid

$

244,937

Allocation of purchase price:

Cash and cash equivalents

1,224

Investments in receivables, net:

Unpaid principal balance

566,696

Allowance for credit losses at time of acquisition

(251,317)

Non-credit discount

(89,316)

Investment in previously charged-off receivables

11,964

Total investments in receivables, net

238,028

Prepaid expenses and other assets:

Lease (ROU asset)

789

Information Technology Hardware

413

Total prepaid expenses and other assets:

1,202

Other intangible assets:

Intellectual property

2,881

Assembled workforce

2,391

Total other intangible assets

5,272

Accounts payable and accrued expenses

Lease (ROU liability)

(789)

Total net assets acquired

$

244,937

The investments in receivables, net exhibited more than insignificant credit deterioration on the acquisition date and were valued as per ASC 326, CECL methodology for PCD assets.

The Company has allocated the purchase price by evaluating the market value of each asset or liability acquired at the time of purchase. The Company utilized the same methodology in allocating purchase price as a business combination by evaluating the market value of each item acquired at the time of purchase. The market values were determined by using the approximate costs of the services provided today. The market value apportionment percentage of each respective item was then applied to the purchase price to establish the allocated book values.

For the acquired intangible assets, the weighted-average amortization period is thirty-one (31) months for both intellectual property and assembled workforce, as well as the combined total. There will be no residual value at the end of the life. For the information technology hardware, the depreciable life is thirty-six (36) months, which follows the Company’s policy.

In the six months ended June 30, 2025, the Company recognized portfolio revenue of $54.7 million, servicing revenue of $6.8 million and net operating income of $42.8 million related to the Conn’s portfolio purchase.

In the year ended December 31, 2024, the Company recognized portfolio revenue of $9.4 million, servicing revenue of $1.9 million and net operating income of $3.1 million related to the Conn’s portfolio purchase.

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4.Fair Value Measurements

The Company measures the fair values of its assets and liabilities, where applicable, based on the price that would be received upon sale of an asset or the price paid to transfer a liability, in an orderly transaction between market participants at the measurement date, i.e., the “exit price”. Under applicable accounting standards, fair value measurements are categorized into one of three levels based on the inputs to the valuation technique with the highest priority given to unadjusted quoted prices in active markets and the lowest priority given to unobservable inputs. The Company categorizes its fair value measurements of financial instruments based on this three-level hierarchy. The following is a brief description of each level:

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. An example for the Company is Investments in Receivables, net (Note 5).

The Company does not have any financial instruments that are subject to fair value measurements on a recurring basis.

Financial Instruments Not Required to Be Carried at Fair Value

The table below summarizes fair value estimates for the Company’s financial instruments that are not required to be carried at fair value.

The carrying amounts in the following table are recorded in the combined and condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

December 31, 2024

Carrying

Estimated

Carrying

Estimated

    

Amount

    

Fair Value

    

Amount

    

Fair Value

Financial Assets

Investments in receivables, net

$

1,589,801

$

1,762,369

$

1,497,748

$

1,646,535

Credit card receivable, net

16,238

16,238

17,176

17,176

Financial Liabilities

Credit Agreements

508,146

513,799

Senior unsecured bond due 2026

298,514

301,308

297,828

299,478

Senior unsecured bond due 2029

395,090

422,333

394,405

424,792

Senior unsecured bond due 2030

492,651

519,075

Investment in receivables, net

The fair value of investments in receivables, net is measured using Level 3 inputs by discounting the estimated future cash flows generated by the Company’s proprietary forecasting models. The key inputs include the estimated future gross cash flow, average cost to collect, and a discount rate. The determination of such inputs requires significant judgment. The Company evaluates the use of key inputs on an ongoing basis and refines the data as it continues to obtain market data. See Note 5 to the combined and condensed consolidated financial statements.

Credit card receivables, net

The fair value approximates the carrying value, due to their short-term nature.

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Credit agreements

The fair value of notes payable is measured using Level 3 inputs. The fair value approximates the principal value due to the short-term adjustable-rate nature of the notes payable.

Senior unsecured bonds due 2026, 2029 and 2030

The fair value estimates for the Senior Unsecured Bond are based on quoted market prices that were obtained from secondary market broker quotes. Accordingly, the Company uses Level 2 inputs for its fair value estimates.

5.Investment in receivables, net

The following table presents the roll forward of the balance of the investment in receivables, net for the following periods (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2025

    

2024

    

2025

    

2024

Balance, beginning of period

$

1,561,595

$

1,047,174

$

1,497,748

$

984,496

Purchases

125,278

140,463

300,501

241,883

Cash collections

(255,739)

(137,889)

(516,629)

(265,080)

Total portfolio income

138,877

94,699

277,571

186,103

Changes in expected current period recoveries

4,178

(371)

10,575

2,725

Changes in expected future period recoveries

(2,622)

330

(5,399)

(2,850)

Foreign currency adjustments

18,234

(5,206)

25,434

(8,077)

Balance, end of period

$

1,589,801

$

1,139,200

$

1,589,801

$

1,139,200

The table below provides the detail on the establishment of negative allowance for expected recoveries of portfolios purchased during the periods presented (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2025

    

2024

    

2025

    

2024

    

Purchase price

$

125,278

$

140,463

$

300,501

$

241,883

Allowance for credit losses

1,518,687

2,261,718

3,952,988

3,584,928

Amortized cost

1,643,965

2,402,181

4,253,489

3,826,811

Noncredit discount

115,643

138,942

263,495

233,740

Face value

1,759,609

2,541,123

4,516,984

4,060,551

Write-off of amortized cost

(1,643,965)

(2,402,181)

(4,253,489)

(3,826,811)

Write-off of noncredit discount

(115,643)

(138,942)

(263,495)

(233,740)

Negative allowance

125,278

140,463

300,501

241,883

Negative allowance for expected recoveries

$

125,278

$

140,463

$

300,501

$

241,883

Recoveries above or below forecast represent over and under-performance in the reporting period, respectively. Actual collections during the six months ended June 30, 2025, and 2024, overperformed the projected collections by approximately $10.6 million and $2.7 million, respectively. The Company believes the collection overperformance was primarily driven by continued strong collection performance.

When reassessing the forecasts of expected lifetime recoveries during the six months ended June 30, 2025, management considered historical and current collection performance and believes that for certain static pools sustained collections underperformance resulted in decreased total expected recoveries. As a result, the Company has updated its forecast, resulting in a net decrease of total estimated remaining collections, which in turn, when discounted to present value, resulted in a negative change in expected future period recoveries of approximately $5.4 million and $2.9 million during the six months ended June 30, 2025, and 2024, respectively.

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At the time of the Conn’s portfolio purchase, which was the majority performing receivables, the Company established an allowance for credit losses of $251.3 million. Additionally, due to the discount paid to face value on the portfolio, the Company also established a non-credit discount of $89.3 million at the time of purchase.

The Company places performing receivables on nonaccrual status when the receivables are greater than 90 days. To facilitate the monitoring of credit quality for performing receivables, and for the purpose of determining an appropriate allowance for losses for these receivables, the Company utilizes payment history and current payment status. The table below presents the information on the past due and non-accrual buckets for the assets acquired in the Conn’s portfolio purchase, and does not include all other purchased loans as they were charged-off at the time of purchase, as of June 30, 2025(in thousands):

As of

June 30, 2025

December 31, 2024

Delinquency vintage

    

2024

    

2024

United States

Current

$

182,177

$

352,403

30-59

16,815

33,683

60-89

13,536

29,685

>90

116,191

121,337

Amortized Cost > 90 DPD and Accruing

Total

$

328,719

$

537,108

The following table presents non-accrual performing loans by segment (in thousands).

As of June 30, 2025

As of December 31, 2024

Nonaccrual

Nonaccrual

with No

with No

    

Nonaccrual

    

Allowance

    

Nonaccrual

    

Allowance

United States

116,191

121,337

Total

$

116,191

$

$

121,337

$

For the six months ended June 30, 2025, the Company purchased receivable portfolios with face values of $4,517.0 million for a purchase price of $300.5 million or 6.7% of face value. For the six months ended June 30, 2024, the Company purchased receivable portfolios with face values of $4,060.6 million for a purchase price of $241.9 million or 6.0% of face value. The price paid relative to the face amount of receivables will vary based upon the type of debt purchased, the age of the debt at the time of acquisition and the overall debt acquisition market. The percentage reported represents the weighted average of activity for the period and is a function of the mix of assets acquired in any period. For the receivables purchased in the six months ended June 30, 2025 and 2024, the estimated amount of cash flows to be collected were $564.0 million and $475.6 million (as of purchase), respectively.

6.Credit Card Receivables

The following table summarizes the credit card receivables, gross of allowance for credit losses, by geography (in thousands):

As of June 30, 

As of December 31, 

    

2025

    

2024

    

United States

7,465

7,470

Canada

10,506

11,613

Total

$

17,971

$

19,083

The Company places credit card receivables on nonaccrual status when the credit card receivables are greater than 90 days past due or within 60 days of being notified that the customer is in bankruptcy status, whichever is earlier. The below

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tables present the information on the Company’s past due and non-accrual credit card receivables as of June 30, 2025, and 2024.

Age analysis of past-due credit card receivables at June 30, 2025 (in thousands)

Amortized Cost

Total

> 90 DPD and

($ in 000s)

    

30-59

    

60-89

    

>90

    

Past Due

    

Current

    

Total

    

Accruing (1)

United States

$

218

$

183

$

357

$

758

$

6,707

$

7,465

$

Canada

281

171

303

755

9,751

10,506

Total

$

499

$

354

$

660

$

1,513

$

16,458

$

17,971

$

Age analysis of past-due credit card receivables at June 30, 2024 (in thousands)

Amortized Cost

Total

> 90 DPD and

($ in 000s)

    

30-59

    

60-89

    

>90

    

Past Due

    

Current

    

Total

    

Accruing (1)

United States

$

196

$

177

$

551

$

924

$

6,546

$

7,470

$

Canada

281

157

339

777

10,836

11,613

Total

$

477

$

334

$

890

$

1,701

$

17,382

$

19,083

$

(1)0

Allowance for Credit Losses

The following table summarizes the change in the allowance for credit losses for the Company’s credit card receivables portfolio (in thousands).

    

United States

Canada

Total

Balance as of December 31, 2024

$

957

$

950

$

1,907

Charge-offs

(179)

(202)

(381)

Recoveries

180

246

426

Provision

(84)

(135)

(219)

Balance as of June 30, 2025

$

874

$

859

$

1,733

Non-Accrual Loans

The following table presents non-accrual loans by segment (in thousands).

    

As of June 30, 2025

    

As of December 31, 2024

Nonaccrual

Nonaccrual

with No

with No

    

Nonaccrual

    

Allowance

    

Nonaccrual

    

Allowance

United States

$

357

$

$

551

$

Canada

 

303

 

 

339

 

Total

$

660

$

$

890

$

No interest income was recorded for the non-accrual receivables for the six months ended June 30, 2025.

7.Goodwill

The Company tests goodwill for impairment at least annually as of June 30, or more frequently, if certain events or circumstances warrant. During the six months ended June 30, 2025, and fiscal year 2024, the Company recorded no impairments of goodwill at the Company’s reporting units.

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The following table summarizes the changes in goodwill (in thousands) in the Company’s reportable segments:

United

United

Latin

    

States

    

Kingdom

Canada

America

Total

Goodwill

December 31, 2023

$

31,633

$

18,120

$

7,417

$

$

57,170

Acquisitions

1,089

1,089

Impact of FX Translation

(229)

(229)

June 30, 2024

$

31,633

$

19,209

$

7,188

$

$

58,030

December 31, 2024

$

31,633

$

19,209

$

6,841

$

$

57,683

Impact of FX Translation

360

360

June 30, 2025

$

31,633

$

19,209

$

7,201

$

$

58,043

8.Notes Payable, Net

    

As of June 30, 

As of December 31, 

 

    

(in thousands)

2025

2024

 

Amount

Interest

Amount

Interest

 

    

Outstanding

    

Rate

    

Outstanding

    

Rate

 

    

Senior unsecured bond due 2026

$

300,000

 

6.00

%  

$

300,000

 

6.00

%

Senior unsecured bond due 2029

 

400,000

 

9.50

%  

 

400,000

 

9.50

%

Senior unsecured bond due 2030

500,000

8.25

%

Credit agreements

 

 

7.52

%  

 

508,146

 

7.51

%

Total

$

1,200,000

 

8.10

%  

$

1,208,146

 

7.79

%

Unamortized debt issuance costs

 

(18,530)

 

 

(13,420)

 

  

Notes Payable, net

$

1,181,470

$

1,194,726

 

  

On August 4, 2021, the Company 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 the Company, 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 the Company and are guaranteed by certain of the Company’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. At any time and from time to time prior to August 15, 2023, the 2026 Notes were able to be redeemed at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable date of redemption, subject to the rights of holders of 2026 Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the applicable premium as of the applicable redemption date. On and after August 15, 2023, the 2026 Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2026 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2026 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of holders of the 2026 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below:

    

Percentage

 

Dates

of Principle

2024

 

101.500

%

2025 and thereafter

 

100.000

%

The 2026 Notes Indenture contains covenants that limit the Company’s ability and the ability of the Company’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain

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investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors under the 2026 Notes Indenture; (v) enter into certain transactions with affiliates  (vi) sell certain assets, including capital stock of the Company’s subsidiaries; (vii) designate the Company’s subsidiaries as unrestricted subsidiaries; and (viii) pay dividends, redeem or repurchase capital stock or make other restricted payments.

These notes incurred issuance costs of $6.9 million, including legal expenses and origination fees, which decrease the carry balance of the notes. These expenses were capitalized at the time of issuance and are being amortized over the 5-year life of the bonds. At June 30, 2025, the balance of the capitalized bond issuance costs is $1.5 million.

On February 28, 2022, the Company amended its credit agreement entered into on May 21, 2021 (the “Credit Agreement”) to include a new $150.0 million Canadian sub-facility to go alongside the $35.0 million UK sub-facility.

On April 26, 2023, the Company amended and extended its Credit Agreement to an aggregate commitment of $600 million with a 5-year maturity of April 26, 2028.

On September 29, 2023, the Company amended its Credit Agreement to an aggregate commitment of $750 million and modified its sub-facility limits to $85 million for the Canadian sub-facility and $50 million for the U.K. sub-facility.

The Credit Agreement contains five financial covenants:

The Maximum Senior Leverage Ratio to not exceed 2.50 to 1.00
The Maximum Leverage Ratio to not exceed 3.25 to 1.00
The Minimum Fixed Charge Coverage Ratio of not less than 1.25 to 1.00
Minimum Tangible Net Worth not to be less than a starting value plus 50% of each subsequent quarter’s Net Income
Minimum Actual Collections where the Company must collect at least 85% of the projected collections over the trailing twelve-month period.

On February 2, 2024, the Company 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 the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes are general senior unsecured obligations of the Company and are guaranteed by certain of the Company’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. The 2029 Notes mature on February 15, 2029. At any time and from time to time prior to February 15, 2026, the 2029 Notes may be redeemed at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable date of redemption, subject to the rights of holders of 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the applicable premium as of the applicable redemption date. On and after February 15, 2026, the 2029 Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2029 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2029 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of holders of the 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on February 15 of each of the years indicated below:

    

Percentage

 

Dates

of Principle

2026

104.750

%

2027

 

102.375

%

2028 and thereafter

 

100.000

%

The 2029 Notes Indenture contains covenants that limit the Company’s ability and the ability of the Company’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors under the 2029 Notes Indenture; (v) enter into certain transactions with affiliates;

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(vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments.

These notes incurred issuance costs of $6.8 million, including legal expenses and origination fees, which decrease the carry balance of the notes. These expenses were capitalized at the time of issuance and are being amortized over the 5-year life of the bonds. At June 30, 2025, the balance of the capitalized bond issuance costs is $4.9 million.

On November 13, 2024, the Company amended its Credit Agreement to an aggregate commitment of $825 million through the exercise of its accordion feature and modified its sub-facility limits to $110 million for the Canadian sub-facility and $665 million for the U.S. sub-facility.

On May 2, 2025, Jefferson Capital Holdings, LLC completed an 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 semi-annually on May 15 and November 15 of each year, commencing on November 15, 2025. The 2030 Notes mature on May 15, 2030.

At any time and from time to time prior to May 15, 2027, the 2030 Notes may be redeemed at Jefferson Capital Holdings, LLC’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable date of redemption, subject to the rights of holders of 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date, plus the applicable premium as of the applicable redemption date. On and after May 15, 2027, the 2030 Notes may be redeemed, at Jefferson Capital Holdings, LLC’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The 2030 Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the 2030 Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date, subject to the right of holders of the 2030 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on May 15 of each of the years indicated below:

Percentage

Dates

of Principle

2027

104.125

%

2028

 

102.063

%

2029 and thereafter

 

100.000

%

The 2030 Notes Indenture contains covenants that limit Jefferson Capital Holdings, LLC’s ability and the ability of Jefferson Capital Holdings, LLC’s restricted subsidiaries to, among other things: (i) incur or guarantee additional debt; (ii) incur certain liens; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from Jefferson Capital Holdings, LLC’s restricted subsidiaries that are not guarantors under the 2030 Notes Indenture; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of Jefferson Capital Holdings, LLC’s assets; (vii) sell certain assets, including capital stock of Jefferson Capital Holdings, LLC’s subsidiaries; (viii) designate Jefferson Capital Holdings, LLC’s subsidiaries as unrestricted subsidiaries; and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments.

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Components of interest expense for the six months ended June 30, 2025, and 2024 (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2025

    

2024

    

2025

    

2024

Interest expense

$

24,450

$

17,109

$

48,223

$

33,385

Amortization of note payable origination costs

1,374

1,090

2,494

2,051

Total Interest Expense

$

25,824

$

18,199

$

50,717

$

35,436

As of June 30, 2025, the outstanding balances of notes payable were $1,181.5 million with the aggregated average interest rate of 8.10%. In comparison, as of June 30, 2024, the outstanding balances of notes payable were $845.0 million with the aggregated average interest rate of 8.08%.

The Company incurred costs related to the issuance and origination of its notes payable which are deferred and recorded net of the debt balance and amortized to interest expense over the life of the debt on an effective interest method. The unamortized debt issuance costs related to the notes payable were $18.5 million and $15.2 million as of June 30, 2025, and 2024, respectively.

As of June 30, 2025, the Company was in compliance with all the financial covenants of its notes payable.

9.Leases

The Company enters into leases as a lessee for data centers, office buildings, and technology equipment and are included in other selling, general and administrative expenses in the Company’s combined and condensed consolidated statement of operations.

The components of lease expense for the three and six months ended June 30, 2025, and 2024, are presented as follows (in thousands):

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2025

    

2024

    

2025

    

2024

Operating lease costs

$

536

$

321

$

1,184

$

710

Total lease costs

$

536

$

321

$

1,184

$

710

The following table provides supplemental combined and condensed consolidated balance sheet information related to leases as of June 30, 2025, and December 31, 2024 (in thousands):

As of June 30, 

As of December 31, 

    

Classification

    

2025

    

2024

    

Assets

Operating lease right-of-use assets

Prepaid expenses and other assets

$

4,386

$

4,449

Total lease right-of-use assets

$

4,386

$

4,449

Liabilities

Operating lease liabilities

Other liabilities

$

4,858

$

4,861

Total lease liabilities

$

4,858

$

4,861

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Supplemental lease information is summarized below (in thousands, except rate and lease term):

As of June 30, 

As of December 31, 

    

2025

    

2024

    

Weighted-average remaining lease term (in years)

Operating leases

5.0

5.5

Weight-average discount rate

Operating leases

7.5

%

7.5

%

Minimum future payments on non-cancellable operating leases as of June 30, 2025, are summarized as follows (in thousands):

    

Operating Leases

2025

$

686

2026

1,515

2027

1,146

2028

825

2029

553

Thereafter

1,164

Total undiscounted lease payments

5,889

Less: imputed interest

(1,031)

Lease obligations under operating leases

$

4,858

10.Stock Based Compensation

Prior to the initial public offering in June, 2025, the Company maintained the JCAP TopCo, LLC 2018 Underlying Units Plan (the “Plan”) and the Management Invest LLC 2018 Management Incentive Plan (the “Management Invest Plan”), effective August 31, 2018, to promote the long-term growth and profitability of the Company by providing certain of the Company’s employees and other service providers who were involved in the Company’s growth with an opportunity to acquire equity interests that enable them to share in the appreciation of value of the Company, thereby encouraging such persons to contribute to and participate in the success of the Company.

Under the Plan, awards of Class B Units representing limited liability company interests in JCAP TopCo, LLC, a holding company and direct parent of the Company, were issued to Management Invest LLC, which in turn issued corresponding awards of Class B Units in Management Invest LLC to certain of the Company’s employees and other service providers. As of June 26, 2025, there were 26,932,232 Class B units available for issuance, of which 26,932,232 were issued and outstanding. The Plan units qualified as liability awards since they would have been settled in cash upon redemption and were included in accounts payable and accrued expenses on the combined and condensed consolidated balance sheet. The unit value was calculated based on the estimated fair value of the Company over the original investment amount. Generally, thirty percent (30%) of the units vested in five equal installments on each of the first five anniversaries of their respective grant dates, and the remaining seventy percent (70%) vested upon a change of control if applicable distribution thresholds were achieved. The Company valued its units awarded under the Plan based on the market approach. The Company utilized public company comparable information to establish the measure of invested capital (“MOIC”), which was then applied against the strike prices of the respective vested portion of the units awarded under the Plan to calculate the compensation exposure.

As part of the initial public offering, all of the Class B Units issued pursuant to the Plan were crystalized and converted into shares of common stock on the basis of the Exchange Ratio used to convert the Class A Units and Class C Units. The conversion took into account the number of Class B Units held, the applicable distribution threshold and the value of the distributions that the holder would have been entitled to receive through their indirect ownership interest in JCAP TopCo, LLC had JCAP TopCo, LLC been liquidated on the date of such conversion in accordance with the terms of the distribution waterfall set forth in the JCAP TopCo LLC Agreement. If in-the-money, the Class B Units were converted into a number of shares based on the respective distribution thresholds and terms of such awards, and if out-of-the-money, were canceled.

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For Class B Units that were in-the-money but unvested and subject solely to time vesting requirements, such Class B Units were converted into shares of restricted stock and subject to the same time vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization. For Class B Units that were in-the-money but unvested and subject to performance vesting requirements, those were converted into shares of restricted stock and subject to a three-year time-vesting requirement in equal increments from the date of the initial public offering, subject to continued service through the applicable vesting dates (provided, that any such unvested shares of restricted stock will be subject to acceleration in the event of a holder’s termination of service without cause or due to such holder’s death or disability). The conversion of such in-the-money unvested Class B Units was evidenced by individual restricted stock agreements and were not issued under the Company’s 2025 Incentive Award Plan (the “2025 Plan”). Specifically, 6,418,775 shares were 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”. These shares were 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. Holders of converted restricted stock awards will be eligible to receive dividends in the event the Company determines to pay dividends in respect of its common stock. For Class B Units that were in-the-money and fully vested, those were converted into shares of common stock. With respect to Class B Units that were out-of-the-money and were canceled in the Reorganization, we issued new stock options under the 2025 Plan to the employee and director holders of such canceled Class B Units to put them in an approximately equivalent economic position in terms of number of options and exercise prices as they would be in if their Class B Units were not canceled and instead exchanged for new options. Such options were granted effective as of immediately following the determination of the initial public offering price per share of our common stock and were in an amount equal to the number of the out-of-the-money Class B Units that were canceled, multiplied by the Exchange Ratio, and have an exercise price per share equal to the distribution threshold of the out-of-the-money Class B Units, multiplied by the Exchange Ratio (or if greater, the initial public offering price per share of our common stock). The options are subject to the same time-vesting requirements that the corresponding Class B Units were subject to prior to the Reorganization. In connection with the IPO, an aggregate of 457,542 options were issued and all are out-of-the-money at the initial public offering price per share with a weighted average exercise price of $24.81 per share.

A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2025 is presented below with the comparative period having no restricted stock or stock options issued.

Weighted-Average

Outstanding

Weighted-Average

Weighted-Average

Remaining

Restricted

Grant Date

Stock Options

Exercise

Contractual Term

Shares

     

Fair Value

     

Outstanding

     

Price

     

(Years)

Balance at March 31, 2025

$

$

Granted

6,418,775

15.00

457,542

24.81

5.0

Exercised

Forfeited, expired or canceled

Balance June 30, 2025

6,418,775

$

15.00

457,542

$

24.81

5.0

For the six months ended June 30, 2025 and 2024, stock-based compensation expense recognized was $(7.9) million and $1.9 million, respectively. The change in stock-based compensation expense is driven by the reversal of stock-based compensation expense due to the impact of the initial public offering on the outstanding Class B units. As of June 30, 2025, the total unrecognized equity-based compensation expense related to unvested restricted shares was $96.3 million, which is expected to be recognized over a weighted average term of 3.0 years.

11.Commitments and Contingencies

Purchase Commitments

In the normal course of business, the Company enters into forward flow purchase agreements. A forward flow purchase agreement is a commitment to purchase receivables over a duration that is typically three to twelve months, but can be longer, generally with a specifically defined volume range, frequency, and pricing. Typically, these forward flow contracts

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have provisions that allow for early termination or price re-negotiation should the underlying quality of the portfolio deteriorate over time or if any particular month’s delivery is materially different than the original portfolio used to price the forward flow contract. Certain of these forward flow purchase agreements may also have termination clauses, whereby the agreements can be canceled by either party upon providing a certain specified amount of notice.

As of June 30, 2025, and 2024 the Company had entered into forward flow purchase agreements for the purchase of receivables with an estimated minimum aggregate purchase price of approximately $257.3 million and $332.1 million, respectively. The Company expects actual purchases under these forward flow purchase agreements to be significantly greater than the estimated minimum aggregate purchase price.

Employee Savings and Retirement Plan

The Company sponsors defined contribution plans in the U.S., Canada, and the U.K. The U.S. plan is organized as a 401(k) plan under which all employees are eligible to make voluntary contributions to the plan up to 100% of their compensation, subject to IRS limitations, as defined in the plan. The Company makes matching contributions of 25% of up to 6% of an employee’s salary. In Canada, the Company has a Deferred Profit-Sharing Plan (DPSP) in which the Company contributes 3% of salary to their DPSP fund. Employees contributing to the Registered Retirement Savings Plan (RRSP) or Tax-Free Savings Account (TFSA) receive up to a 2% match, bringing the potential total match to 5% of salary. In the U.K., the Company operates the government contribution plan where employees contribute 5% of their salary and the Company contributes 3% of the employee salary on a monthly basis. Employees can make additional contributions to the plan via their salary, either by one off extra contribution or increasing the monthly percentage but must contribute a minimum of 5%. Total compensation expense related to the Company’s contributions was $0.5 million and $0.4 million for the period ended June 30, 2025 and 2024, respectively.

Commitments to extend credit

The Company, in the normal course of business through its credit card programs, has the obligation to purchase the credit card receivables from the issuing bank, thereby incurring off-balance-sheet risk. This risk includes the cardholder’s rights to borrow up to the maximum credit limit on their credit card accounts, which is $15.5 million as of June 30, 2025 and $17.5 million as of June 30, 2024, beyond their current balances. The Company has not experienced a situation in which all of the Company’s cardholders have exercised their entire available line of credit at any given point in time, nor does management anticipate this will ever occur in the future. Also, the Company can, subject to certain regulatory requirements, reduce or cancel these available credit limits.

Contingent payments

As part of the Company’s acquisition of Canaccede Financial Group, Ltd. “(Canaccede”) in March 2020, an exit incentive was awarded to the former shareholders of Canaccede for up to $15.625 million Canadian dollars that would be payable only on a Liquidity Event for J.C. Flowers (“JCF”), defined to mean a final exit, that yielded net returns to JCF in excess of certain hurdles as defined in the purchase agreement. The payment, which is contingent on a Liquidity Event and achieving certain hurdles, would be based on cash-on-cash returns to JCF, measured at that final exit, as an equity-linked incentive with capped upside and designed to be paid with sale proceeds received from a new owner. Each year the Company reassesses the fair value of the exit incentive payment to determine whether such amount should be recorded within the combined and condensed consolidated financial statements. As of June 30, 2025, the Company determined that the occurrence in the future of a Liquidity Event above the requisite MOIC thresholds will be probable by December 31, 2027. As a result, the Company accrued a liability related to the Canaccede Exit Incentive Payment of $8.6 million as of June 30, 2025, reflecting the net present value of an anticipated payment of the maximum amount. This has been recorded as expense on the income statement in other selling, general and administrative with the offset being a liability on the balance sheet in accounts payable and accrued expenses.

Litigation

The Company and its subsidiaries are subject to various legal proceedings and claims that arise in the ordinary course of business. For periods ended June 30, 2025 and December 31, 2024 there are no material pending legal proceedings to which the Company or its subsidiaries are a party.

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12.Income Taxes

The Company's effective tax rate was 13.1% and 5.6% for the six months ended June 30, 2025 and 2024, respectively.  The Company’s effective tax rate was 23.0% and 5.6% for the three months ended June 30, 2025 and 2024, respectively. The Company recognized a provision on pre-tax income, reduced by non-taxable income related to the period in which the Company was treated as a Partnership for US income tax purposes.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law and contains several changes to federal tax law. The Company is currently assessing the impact of the OBBBA on our combined and condensed consolidated financial statements.

13.Related Party Transactions

In February 2023, Jefferson Capital Systems, LLC, one of the Company’s wholly-owned indirect subsidiaries, entered into a participation agreement (the “Participation Agreement”) with HH Warehouse LLC (“HH Warehouse”), pursuant to which Jefferson Capital Systems, LLC sold a 26.75% beneficial ownership interest (the “Portfolio Interest”) in a portfolio of performing installment loans (the “Portfolio”) to HH Warehouse for $2.9 million and agreed to administer the Portfolio and pay HH Warehouse a share of the collections proportionate to the size of the Portfolio Interest. In July 2024, Jefferson Capital Systems, LLC entered into an amendment to the Participation Agreement with HH Warehouse, pursuant to which Jefferson Capital Systems, LLC repurchased the Portfolio Interest from HH Warehouse for $1.4 million and assumed all rights and obligations related to the Portfolio Interest. Christopher Giles, a member of the Company’s board of directors, served as Vice President of HH Warehouse and held 12.86% of the membership interests in HH Warehouse at the time of such transactions.

14.Segment Reporting

The Company’s operating segments are based on the Company’s geographies, which is how management monitors and assesses performance. The Company’s geographies are the United States, the United Kingdom, Canada, and Latin America. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. Assets are not reported by operating segment to the CODM.

For the Company’s operating segments, the CODM uses net operating income to allocate resources (including employees, property, and financial or capital resources). Additionally, the Company prepares an annual budget at the segment level. The CODM considers budget-to-actual variances on a monthly basis for the profit or loss measure when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results of each segment with one another and for determining the compensation of certain employees.

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The following table provides segment measure of profit and loss, presenting Net operating income, by each operating segment (in thousands) and is the measure that the CODM utilizes to determine resource and investment allocations:

    

For the Three Months Ended June 30, 

    

For the Six Months Ended June 30, 

2025

2025

    

United

    

United

    

    

Latin

    

    

United

    

United

    

    

Latin

    

States

Kingdom

Canada

America

Total

States

Kingdom

Canada

America

Total

Total portfolio revenue

$

106,313

$

7,439

$

17,634

$

9,047

$

140,433

$

218,058

$

11,924

$

33,746

$

19,019

$

282,747

Credit card revenue

 

630

 

 

1,168

 

 

1,798

 

1,294

 

 

2,402

 

 

3,696

Servicing revenue

 

3,786

 

6,278

 

413

 

 

10,477

 

8,322

 

12,145

 

741

 

 

21,208

Total Revenue

$

110,729

$

13,717

$

19,215

$

9,047

$

152,708

$

227,674

$

24,069

$

36,889

$

19,019

$

307,651

Provision for credit losses

$

368

$

$

192

$

 

  

$

700

$

$

401

$

 

  

Salaries and benefits

$

618

$

4,148

$

1,357

$

131

 

  

$

17,363

$

$

2,669

$

244

 

  

Servicing expenses

 

32,522

 

5,111

 

2,722

 

3,191

 

  

 

71,810

 

3,253

 

5,054

 

6,222

 

  

Depreciation and amortization

 

893

 

88

 

258

 

11

 

  

 

2,148

 

171

 

516

 

19

 

  

Professional fees

 

8,727

 

250

 

244

 

223

 

  

 

10,362

 

475

 

333

 

441

 

  

Canaccede exit incentive

 

748

 

 

 

 

  

 

980

 

 

 

 

  

Other selling, general and administrative

 

3,072

 

650

 

330

 

213

 

  

 

6,399

 

1,243

 

658

 

282

 

  

Net operating income

$

63,781

$

3,470

$

14,112

$

5,278

$

86,641

$

117,912

$

18,927

$

27,258

$

11,811

$

175,908

Other Income / (Expense):

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

 

  

 

  

Interest Expense

 

  

 

  

 

  

$

(25,824)

 

  

 

  

 

  

$

(50,717)

Foreign exchange and other income (expense)

 

 

  

 

  

 

  

 

1,089

 

 

  

 

  

 

  

 

3,620

Total Other Income / (Expense)

 

 

  

 

  

 

  

 

(24,735)

 

 

  

 

  

 

  

 

(47,097)

Income Before Income Taxes

$

61,906

$

128,811

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For the Three Months Ended June 30, 

    

For the Six Months Ended December 31, 

2024

2024

    

United

    

United 

    

    

Latin

    

    

United

    

United 

    

    

Latin

    

States

Kingdom

Canada

America

Total

States

Kingdom

Canada

America

Total

Total portfolio revenue

$

67,012

$

6,924

$

12,972

$

7,750

$

94,658

$

132,904

$

13,726

$

24,775

$

14,573

$

185,978

Credit card revenue

 

696

 

 

1,387

 

 

2,083

 

1,481

 

 

2,824

 

 

4,305

Servicing revenue

 

805

 

6,194

 

64

 

 

7,063

 

1,665

 

11,688

 

123

 

 

13,476

Total Revenue

$

68,513

$

13,118

$

14,423

$

7,750

$

103,804

$

136,050

$

25,414

$

27,722

$

14,573

$

203,759

Provision for credit losses

$

501

$

$

482

$

 

  

$

975

$

$

795

$

 

  

Salaries and benefits

$

7,356

$

3,474

$

1,375

$

94

 

  

$

13,710

$

6,776

$

2,730

$

191

 

  

Servicing expenses

 

22,105

 

3,649

 

2,704

 

2,352

 

  

 

46,902

 

6,463

 

4,815

 

4,447

 

  

Depreciation and amortization

 

168

 

81

 

304

 

6

 

  

 

334

 

159

 

624

 

12

 

  

Professional fees

 

1,561

 

227

 

121

 

215

 

  

 

2,890

 

480

 

232

 

434

 

  

Other selling, general and administrative

 

938

 

528

 

267

 

149

 

  

 

1,778

 

1,116

 

580

 

241

 

  

Net Operating Income

$

35,884

$

5,158

$

9,171

$

4,934

$

55,147

$

69,461

$

10,420

$

17,946

$

9,248

$

107,075

Other Income / (Expense):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest Expense

 

  

 

  

 

  

$

(18,199)

 

  

 

  

 

  

$

(35,436)

Foreign exchange and other income (expense)

 

(2,881)

 

  

 

  

 

  

 

(2,741)

Total Other Income / (Expense)

 

  

 

  

 

  

 

(21,080)

 

  

 

  

 

  

 

(38,177)

Income Before Income Taxes

 

  

 

  

 

  

$

34,067

 

  

 

  

 

  

$

68,898

15.Subsequent Events

Other than the below, there have been no events since June 30, 2025 that require recognition or disclosure in the combined and condensed consolidated financial statements.

On August 13, 2025, the Company declared a dividend of $0.24 per share.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 in our audited consolidated financial statements included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 27, 2025 (the “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 the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

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 June 30, 2025, with 1,096 FTE (including our offshore co-sourced operation).

Our Business Model

Portfolio Purchasing

We purchase portfolios of nonperforming loans, and occasionally those that are performing but with significant credit deterioration, 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.

When we purchase portfolios with credit deterioration, we find that our expertise in evaluating and managing charged-off accounts allows us to confidently manage such portfolios with a higher level of credit risk than a buyer without that level of expertise would be comfortable. In such instances, a portfolio may include a mix of loans that are delinquent and restructured as well as a significant amount of charged-off or nonperforming loans, as was the case with the Conn’s Portfolio, and with a high level of risk that more of the current loans will become delinquent over time and eventually need to be charged-off. In these cases, we can offer the seller the convenience of purchasing all its loan assets together as

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opposed to bidding for only a single category of loan, which might result in a seller needing to transact with multiple counterparties. We regularly evaluate the opportunity to purchase portfolios that include a mix of performing accounts and nonperforming accounts, and that comprise all of a credit originator’s loan assets and believe we will find attractive opportunities to make more purchases like these going forward.

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.

Deployments

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

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. The average purchase price, as a percentage of face value, increased during the period ended June 30, 2025, as compared to the prior year periods, primarily related to portfolio mix.

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

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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 are references to gross ERC (which includes estimated collections in respect of the current charge-off balances). 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:

June 30, 

Increase

%

(in Millions)

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

2,101.7

$

1,616.4

$

485.3

30.0

%

Canada

348.5

221.6

126.9

57.3

%

United Kingdom

158.4

146.5

12.0

8.2

%

Latin America

244.3

185.8

58.5

31.5

%

Total

$

2,852.9

$

2,170.2

$

682.7

31.5

%

ERC in our United States reportable segment included $226.5 million from the Conn’s Portfolio Purchase.

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 tables summarize the total deployments or purchases by geographic area, or reportable segments, during the periods presented:

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

80.6

$

91.8

$

(11.2)

(12.2)

%

Canada

26.6

24.1

2.5

10.4

%

United Kingdom

4.7

8.5

(3.8)

(44.7)

%

Latin America

13.4

16.1

(2.7)

(16.8)

%

Total Purchases

$

125.3

$

140.5

$

(15.2)

(10.8)

%

During the three months ended June 30, 2025, we invested $125.3 million to acquire receivable portfolios, with face values aggregating $1,759.6 million, for an average purchase price of 7.1% of face value. The amount invested in receivable portfolios decreased $15.2 million, or 10.8%, compared with the $140.5 million invested during the three months ended June 30, 2024, to acquire receivable portfolios with face values aggregating $2,541.1 million, for an average purchase price of 5.5% of face value.

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Six Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

200.2

$

155.2

$

45.0

29.0

%

Canada

78.6

44.6

34.0

76.2

%

United Kingdom

6.6

18.0

(11.4)

(63.3)

%

Latin America

15.1

24.1

(9.0)

(37.3)

%

Total Purchases

$

300.5

$

241.9

$

58.6

24.2

%

During the six months ended June 30, 2025, we invested $300.5 million to acquire receivable portfolios, with face values aggregating $4,517.0 million, for an average purchase price of 6.7% of face value. The amount invested in receivable portfolios increased $58.6 million, or 24.2%, compared with the $241.9 million invested during the six months ended June 30, 2024, to acquire receivable portfolios with face values aggregating $4,060.6 million, for an average purchase price of 6.0% of face value.

Collections

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

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

United States

$

202.4

$

97.7

$

104.7

107.2

%

Canada

30.8

21.4

9.4

43.9

%

United Kingdom

10.7

9.8

0.9

9.2

%

Latin America

11.8

9.0

2.8

31.1

%

Total Collections

$

255.7

$

137.9

$

117.8

85.4

%

Collections from purchased receivables increased by $117.8 million or 85.4% to $255.7 million during the three months ended June 30, 2025, from $137.9 million during the three months ended June 30, 2024. The increase in collections from purchased receivables compared to the period ended June 30, 2024, was primarily a result of increased purchases during the period. Collections in our United States reportable segment included $65.1 million from the Conn’s Portfolio Purchase.

Six Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

United States

$

416.8

$

189.0

$

227.8

120.5

%

Canada

56.5

40.8

15.7

38.5

%

United Kingdom

20.9

18.5

2.4

13.0

%

Latin America

22.4

16.8

5.6

33.3

%

Total Collections

$

516.6

$

265.1

$

251.5

94.9

%

Collections from purchased receivables increased by $251.5 million or 94.9% to $516.6 million during the six months ended June 30, 2025, from $265.1 million during the six months ended June 30, 2024. The increase in collections from purchased receivables compared to the period ended June 30, 2024, was primarily a result of increased purchases during the period. Collections in our United States reportable segment included $154.2 million from the Conn’s Portfolio Purchase.

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Non-GAAP Financial Measures

To supplement our combined and condensed consolidated financial statements prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures throughout this Quarterly Report, as described further below, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making.

Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our combined and condensed consolidated financial statements prepared and presented in accordance with GAAP.

Adjusted Net Income

Adjusted net income is calculated as net income in accordance with GAAP, adjusted to exclude (i) foreign exchange and other income (expense); (ii) stock-based compensation; and (iii) merger and acquisition and other infrequent, non-recurring, non-core or unusual charges. Adjusted net income is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP. 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.

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

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

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Net Income

$

47.7

$

32.2

$

15.5

48.1

%

Foreign exchange and other income (expense)

(1.1)

2.9

(4.0)

(137.9)

%

Provision for income taxes

12.2

12.2

Stock compensation

(8.3)

0.7

(9.0)

(1,285.7)

%

Canaccede exit incentive

0.7

0.7

Merger and acquisition and other one-time expenses(1)

8.4

2.0

6.4

320.0

%

Adjusted Net Income

$

59.6

$

37.8

$

21.8

57.7

%

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Six Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Net Income

$

111.9

$

65.1

$

46.8

71.9

%

Foreign exchange and other income (expense)

(3.6)

2.7

(6.3)

(233.3)

%

Provision for income taxes

12.2

12.2

%

Stock compensation

(7.9)

1.9

(9.8)

(515.8)

%

Canaccede exit incentive

1.0

1.0

%

Merger and acquisition and other one-time expenses(1)

8.7

2.2

6.5

295.5

%

Adjusted Net Income

$

122.3

$

71.9

$

50.4

70.1

%

Pro Forma Earnings Per Share

The following unaudited pro forma earnings per share have been prepared in accordance with Article 11 of Regulation S-X, as amended, to reflect the impact of the IPO had it happened for the beginning of the periods presented below.

Pro forma adjusted basic earnings per share is calculated by dividing net income available to common stockholders of Jefferson Capital, Inc. by the weighted average number of common shares outstanding as of June 27, 2025, the date of the IPO. Diluted EPS is computed using the same components as basic EPS, with the denominator adjusted for nonvested share awards from June 27, 2025, the date of the IPO.

The components of earnings per share for the three and six months ended June 30, 2025 are (in thousands, except per share amounts):

For the Three Months Ended June 30, 

    

As Reported

    

Adjustments

1

Pro Forma Adjusted

Net income

$

47,651

$

$

47,651

Shares:

Weighted average basic common shares outstanding

2,561

55,705

58,266

Weighted average diluted common shares outstanding

2,843

55,705

58,548

Earnings per common share

$

18.61

(17.79)

$

0.82

Diluted earnings per common share

16.76

(15.95)

0.81

For the Six Months Ended June 30, 

    

As Reported

    

Adjustments

1

Pro Forma Adjusted

Net income

$

111,876

$

$

111,876

Shares:

Weighted average basic common shares outstanding

1,288

56,978

58,266

Weighted average diluted common shares outstanding

1,430

56,979

58,408

Earnings per common share

$

86.88

(84.96)

$

1.92

Diluted earnings per common share

78.26

(76.35)

1.92

1) The adjustment to the shares represents the impact as if the IPO had occurred as of January 1, 2025, and the related impact to EPS.

Components of Results of Operations

Revenue

Our revenue is primarily derived from revenue from previously charged-off receivables, which is revenue recognized from engaging in debt purchasing and recovery activities, and from credit card and servicing revenue streams.

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Total Portfolio Revenue

Portfolio revenue consists of two components: (i) 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 combined and condensed 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 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.

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Depreciation and Amortization

Depreciation and amortization consists of depreciation of property and equipment and amortization of intangible assets, primarily related to loan costs.

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 incurred additional expenses related to the initial public offering (the “IPO”) and expect to incur additional expense 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.

Foreign Exchange and Other Income (Expense)

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

Results of Operations

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

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

Three Months Ended June 30, 

(in Millions)

    

2025

    

2024

  

Revenues:

    

    

    

    

Portfolio income

$

138.9

90.9

%

$

94.7

91.1

%

Changes in recoveries

1.6

1.0

%  

%

Total portfolio revenue

$

140.5

92.0

%  

$

94.7

91.1

%

Credit card revenue

1.8

1.2

%  

2.1

2.0

%

Servicing revenue

10.5

6.9

%  

7.1

6.8

%

Total revenues

$

152.8

100.0

%  

$

103.9

    

100.0

%

Provision for credit losses

$

0.6

0.4

%  

$

1.0

1.0

%

Operating Expenses:

Salaries and benefits

$

6.3

4.1

%  

$

12.3

11.8

%

Servicing expenses

43.5

28.5

%  

30.8

29.6

%

Depreciation and amortization

1.3

0.9

%  

0.5

0.5

%

Professional fees

9.4

6.2

%  

2.1

2.0

%

Other selling, general and administrative

5.0

3.3

%  

2.0

1.9

%

Total operating expenses

$

65.5

42.9

%  

$

47.7

45.9

%

Net operating income

$

86.7

56.7

%  

$

55.2

53.1

%

39

Table of Contents

Other income (expense):

Interest expense

$

(25.8)

(16.9)

%  

$

(18.2)

(17.5)

%

Foreign exchange and other income (expense)

1.1

0.7

%  

(2.8)

(2.7)

%

Total other income / (expense)

(24.7)

(16.2)

%  

(21.0)

(20.2)

%

Income before income taxes

$

62.0

40.6

%  

$

34.2

32.9

%

Provision for income taxes

(14.3)

(9.4)

%  

(1.9)

(1.8)

%

Net income

$

47.7

31.2

%  

$

32.3

31.1

%

Foreign currency translation

14.4

9.4

%  

(3.1)

(3.0)

%

Comprehensive income

$

62.1

40.6

%  

$

29.2

28.1

%

Revenues

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

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Cash Collections

$

255.7

$

137.9

$

117.8

85.4

%

Principal Amortization

(115.2)

(43.2)

(72.0)

166.7

%

Total portfolio revenue

140.5

94.7

45.8

48.4

%

Credit card revenue

1.8

2.1

(0.3)

(14.3)

%

Servicing revenue

10.5

7.1

3.4

47.9

%

Total revenues

$

152.8

$

103.9

$

48.9

47.1

%

Total revenues were $152.8 million for the three months ended June 30, 2025, an increase of $48.9 million, or 47.1%, compared to $103.9 million for the three months ended June 30, 2024. The increase is primarily a result of strong deployment growth in prior periods.

Operating Expenses

Total operating expenses were $65.5 million for the three months ended June 30, 2025, an increase of $17.8 million, or 37.4%, compared to $47.7 million for the three months ended June 30, 2024 driven primarily by an increase of $12.7 million in court costs, agency and repo commission and other servicing expenses due to increased collections.

Salaries and Benefits

Salaries and benefits were $6.3 million for the three months ended June 30, 2025 a decrease of $6.0 million, or 48.8%, compared to $12.3 million for the three months ended June 30, 2024. The change in stock-based compensation, a component of salaries and benefit expense, is driven by the reversal of stock-based compensation expense due to the impact of the initial public offering on the outstanding Class B units.

Servicing Expenses

Servicing expenses were $43.5 million for the three months ended June 30, 2025, an increase of $12.7 million, or 41.2%, compared to $30.8 million for the three months ended June 30, 2024. The increase in servicing expenses was primarily driven by increased collections. Servicing expenses consisted of the following for the three months ended June 30, 2025 and 2024:

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

   

Agency and repo commission expense

$

12.6

$

8.5

$

4.1

48.2

%

Legal commission expense

6.7

5.1

1.6

31.4

%

Court costs

12.4

7.8

4.6

59.0

%

Communications

5.8

5.4

0.4

7.4

%

Offshore

3.3

2.0

1.3

65.0

%

Other servicing expenses

2.7

2.0

0.7

35.0

%

Total servicing expenses

$

43.5

$

30.8

$

12.7

41.2

%

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Table of Contents

Depreciation and Amortization

Depreciation and amortization was $1.3 million for the three months ended June 30, 2025, a $0.8 million, or 160.0%, increase from the $0.5 million for the three months ended June 30, 2024. The increase was primarily due to incremental amortization expense of $0.7 million associated with the Conn’s purchase which closed in December 2024.

Professional Fees

Professional fees were $9.4 million for the three months ended June 30, 2025 an increase of $7.3 million, or 347.6%, compared to $2.1 million for the three months ended June 30, 2024. The increase was primarily due to one-time legal and professional fees incurred as part of the initial public offering in June 2025.

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 which totaled $5.0 million for the three months ended June 30, 2025, an increase of $3.0 million or 150.0%, compared to $2.0 million for the three months ended June 30, 2024. The increase is primarily due to $1.9 for data processing expenses and rent related to the Conn’s purchase, $0.7 costs associated with the Canada acquisition in relation to the potential realization of an exit incentive as well as other various expense increases.

Other Income (Expense)

Interest Expense

Total interest expense was $25.8 million for the three months ended June 30, 2025, an increase of $7.6 million, or 41.0%, compared to $18.2 million for the three months ended June 30, 2024. The increase was primarily driven by our deployments which drives a higher credit facility debt balance, and an increase in the cost of debt due to the payoff of the credit facility with the net proceeds of the 2030 Senior Notes issued in May 2025 as well as by increased amortization of note payable origination costs of $1.4 million or 27.3% higher compared to $1.1 million for the three months ended June 30, 2024, due to the issuance of the 2029 Senior Notes in the year ended December 31, 2024 and the issuance of the 2030 Senior Notes in May 2025.

Interest expense consisted of the following for the three months ended June 30, 2025 and 2024:

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Interest expense

$

24.4

$

17.1

$

7.3

42.7

%

Amortization of note payable origination costs

1.4

1.1

0.3

27.3

%

Total interest expense

$

25.8

$

18.2

$

7.6

41.8

%

Provision for Income Tax Expense

The provision for income taxes consists primarily of income taxes in certain federal, state, local and foreign jurisdictions in which we conduct business. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rates may vary depending on the impact of the valuation allowance and nondeductible fair value adjustments to derivatives, as well as the relative proportion of foreign income to domestic income, generation of tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. The Company had incurred a year-to-date provision of $16.9 million to reflect the change in tax payer status to a corporation as a result of the reorganization related to the initial public offering.

41

Table of Contents

Segment Results of Operations

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

Three Months Ended June 30, 

2025

2024

(in Millions)

  

United
States

  

United
Kingdom

  

Canada

  

Latin
America

  

Total

  

United
States

  

United
Kingdom

  

Canada

  

Latin
America

  

Total

Portfolio revenue

$

106.5

$

7.4

$

17.6

$

9.0

$

140.5

$

67.0

$

6.9

$

13.0

$

7.8

$

94.7

Credit card revenue

0.6

1.2

1.8

0.7

1.4

2.1

Servicing revenue

3.8

6.3

0.4

10.5

0.8

6.2

0.1

7.1

Total Revenue

$

110.9

$

13.7

$

19.2

$

9.0

$

152.8

$

68.5

$

13.1

$

14.5

$

7.8

$

103.9

Provision for credit losses

$

0.4

$

$

0.2

$

$

0.6

$

0.5

$

$

0.5

$

$

1.0

Operating Expenses

Salaries and benefits

0.7

4.1

1.4

0.1

6.3

7.3

3.5

1.4

0.1

12.3

Servicing expenses

32.5

5.1

2.7

3.2

43.5

22.1

3.6

2.7

2.4

30.8

Depreciation and amortization

0.9

0.1

0.3

1.3

0.1

0.1

0.3

0.5

Professional fees

8.7

0.3

0.2

0.2

9.4

1.6

0.2

0.1

0.2

2.1

Other selling, general and administrative

3.8

0.7

0.3

0.2

5.0

1.1

0.5

0.3

0.1

2.0

Total Operating Expenses

$

46.6

$

10.3

$

4.9

$

3.7

$

65.5

$

32.2

$

7.9

$

4.8

$

2.8

$

47.7

Net Operating Income

$

63.9

$

3.4

$

14.1

$

5.3

$

86.7

$

35.8

$

5.2

$

9.2

$

5.0

$

55.2

Net operating income margin

57.6

24.8

73.4

58.9

56.7

52.3

39.7

63.4

64.1

53.1

%

United States

Three Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Portfolio revenue

$

106.5

$

67.0

$

39.5

59.0

%

Credit card revenue

0.6

0.7

(0.1)

(14.3)

%

Servicing revenue

3.8

0.8

3.0

375.0

%

Total Revenue

$

110.9

$

68.5

$

42.4

61.9

%

Provision for credit losses

$

0.4

$

0.5

$

(0.1)

(20.0)

%

Operating Expenses

Salaries and benefits

0.7

7.3

(6.6)

(90.4)

%

Servicing expenses

32.5

22.1

10.4

47.1

%

Depreciation and amortization

0.9

0.1

0.8

800.0

%

Professional fees

8.7

1.6

7.1

443.8

%

Other selling, general and administrative

3.8

1.1

2.7

245.5

%

Total Operating Expenses

$

46.6

$

32.2

$

14.4

44.7

%

Net Operating Income

$

63.9

$

35.8

$

28.1

78.5

%

Net operating income margin

57.6

%  

52.3

%  

Portfolio revenue grew $39.5 million or 59% in the period ended June 30, 2025 compared to June 30, 2024, primarily due to the growth in our deployments, including from, but not solely based on, the Conn’s Portfolio Purchase which contributed $24.7 million of portfolio revenue for the three months ended June 30, 2025.

Servicing revenue grew $3.0 million or 375.0% in for the period ended June 30, 2025 compared to June 30, 2024, primarily due to the Conn’s Portfolio Purchase, which contributed $3.1 million of total servicing revenue in the three months ended June 30, 2025.

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Table of Contents

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 decreased $6.6 million or 90.4% in the three months ended June 30, 2025 compared to June 30, 2024 driven by the reversal of stock-based compensation expense due to the impact of the initial public offering in June 2025.

Servicing expenses grew $10.4 million or 47.1% in the period ending June 30, 2025 compared to June 30, 2024 driven by growth in our collections, including $2.9 million from the Conn’s Portfolio Purchase.

We incurred $7.1 million or 443.8% higher professional fees in the period ended June 30, 2025 compared to June 30, 2024 primarily driven by one-time legal and professional fees incurred as part of the initial public offering in June 2025.

Other selling, general and administrative expenses increased $2.7 million or 245.5% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to additional data processing and higher rent expense related to the addition of Conn’s location in 2025. Additionally, we recognized a one-time cost associated with the Canada acquisition in relation to the potential realization of an exit incentive, which was $0.7 million in the period ended June 30, 2025.

Overall net operating income increased $28.1 million or 78.5% in the three months ended June 30, 2025 compared to June 30, 2024 to $63.9 million from $35.8 million driven by $19.5 million associated with the Conn’s portfolio acquired in December 2024. Net operating income as a percentage of total revenues was 57.6% in the period ended June 30, 2025 compared to 52.3% in June 30, 2024.

United Kingdom

    

Three Months Ended

    

    

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

  

Portfolio revenue

$

7.4

$

6.9

$

0.5

7.2

%

Servicing revenue

6.3

6.2

0.1

1.6

%

Total Revenue

$

13.7

$

13.1

$

0.6

4.6

%

Operating Expenses

Salaries and benefits

4.1

3.5

0.6

17.1

%

Servicing expenses

5.1

3.6

1.5

41.7

%

Depreciation and amortization

0.1

0.1

0.0

%

Professional fees

0.3

0.2

0.1

50.0

%

Other selling, general and administrative

0.7

0.5

0.2

40.0

%

Total Operating Expenses

$

10.3

$

7.9

$

2.4

30.4

%

Net Operating Income

$

3.4

$

5.2

$

(1.8)

(34.6)

%

Net operating income margin

24.8

%  

39.7

%  

Portfolio revenue increased $0.5 million or 7.2% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to continued strong collection performance in the United Kingdom.

Servicing revenue increased $0.1 million or 1.6% in the period ended June 30, 2025 compared to June 30, 2024 due to the underlying organic growth from both our Moriarty and ResolveCall businesses.

Salaries and benefits increased $0.6 million or 17.1% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher employee benefit costs.  

Other selling, general and administrative expenses increased $0.2 million or 40.0% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to growth in our servicing businesses in the United Kingdom.

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Table of Contents

Net operating income overall slightly declined $1.8 million or 34.6% in the period ended June 30, 2025 compared to June 30, 2024 due to lower deployments and higher servicing expenses. Net operating income as a percentage of total revenues was 24.8% in the period ended June 30, 2025 compared to 39.7% in June 30, 2024.

Canada

    

Three Months Ended

    

    

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Portfolio revenue

$

17.6

$

13.0

$

4.6

35.4

%

Credit card revenue

1.2

1.4

(0.2)

(14.3)

%

Servicing revenue

0.4

0.1

0.3

300.0

%

Total Revenue

$

19.2

$

14.5

$

4.7

32.4

%

Provision for credit losses

$

0.2

$

0.5

$

(0.3)

(60.0)

%

Operating Expenses

Salaries and benefits

1.4

1.4

%

Servicing expenses

2.7

2.7

%

Depreciation and amortization

0.3

0.3

%

Professional fees

0.2

0.1

0.1

0.0

%

Other selling, general and administrative

0.3

0.3

%

Total Operating Expenses

$

4.9

$

4.8

$

0.1

2.1

%

Net Operating Income

$

14.1

$

9.2

$

4.9

53.3

%

Net operating income margin

73.4

%  

63.4

%  

Portfolio revenue increased $4.6 million or 35.4% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher deployments.

Servicing revenue increased $0.3 million or 300.0% in the period ended June 30, 2025 compared to June 30, 2024 due to the underlying organic growth.

Overall net operating income increased $4.9 million or 53.3% in the period ended June 30, 2025 compared to June 30, 2024 due to higher revenue growth with prudent expense management and increased usage of our off-shore resources. Net operating income as a percentage of total revenues was 73.4% in the period ended June 30, 2025 compared to 63.4% in June 30, 2024.

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Table of Contents

Latin America

    

Three Months Ended

    

    

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Portfolio revenue

$

9.0

$

7.8

$

1.2

15.4

%

Total Revenue

$

9.0

$

7.8

$

1.2

15.4

%

Operating Expenses

Salaries and benefits

0.1

0.1

0.0

%

Servicing expenses

3.2

2.4

0.8

33.3

%

Depreciation and amortization

0.0

%

Professional fees

0.2

0.2

0.0

%

Other selling, general and administrative

0.2

0.1

0.1

100.0

%

Total Operating Expenses

$

3.7

$

2.8

$

0.9

32.1

%

Net Operating Income

$

5.3

$

5.0

$

0.3

6.0

%

Net operating income margin

58.9

%  

64.1

%  

Portfolio revenue increased $1.2 million or 15.4% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to continued strong collection performance.

Servicing expenses increased $0.8 million or 33.3% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to increased collections.  

Other selling, general and administrative expenses increased $0.1 million or 100.0% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to the business growth support.

Overall net operating income increased slightly by $0.3 million or 6.0% in the period ended June 30, 2025 compared to June 30, 2024 due to higher revenues. Net operating income as a percentage of total revenues was 58.9% in the period ended June 30, 2025 compared to 64.1% in June 30, 2024.

45

Table of Contents

Six months ended June 30, 2025 compared to six months ended June 30, 2024

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

    

Six Months Ended June 30, 

(in Millions)

2025

    

2024

  

Revenues:

Portfolio income

$

277.6

90.2

%  

$

186.1

91.3

%

Changes in recoveries

5.2

1.7

%  

(0.1)

(0.0)

%

Total portfolio revenue

$

282.8

91.9

%  

$

186.0

91.3

%

Credit card revenue

3.7

1.2

%  

4.3

2.1

%

Servicing revenue

21.1

6.9

%  

13.5

6.6

%

Total revenues

$

307.6

100.0

%  

$

203.8

100.0

%

Provision for credit losses

$

1.1

0.4

%  

$

1.8

0.9

%

Operating Expenses:

Salaries and benefits

$

20.3

6.6

%  

$

23.4

11.5

%

Servicing expenses

86.3

28.1

%  

62.6

30.7

%

Depreciation and amortization

2.9

0.9

%  

1.1

0.5

%

Professional fees

11.6

3.8

%  

4.0

2.0

%

Other selling, general and administrative

9.5

3.1

%  

3.8

1.9

%

Total operating expenses

$

130.6

42.5

%  

$

94.9

46.6

%

Net operating income

$

175.9

57.2

%  

$

107.1

52.6

%

Other income / (expense):

Interest expense

$

(50.7)

(16.5)

%  

$

(35.5)

(17.4)

%

Foreign exchange and other income (expense)

3.6

1.2

%  

(2.7)

(1.3)

%

Total other income / (expense)

(47.1)

(15.3)

%  

(38.2)

(18.7)

%

Income before income taxes

$

128.8

41.9

%  

$

68.9

33.8

%

Provision for income taxes

(16.9)

(5.5)

%  

(3.8)

(1.9)

%

Net income attributable to Jefferson Capital Holdings, LLC

$

111.9

36.4

%  

$

65.1

31.9

%

Foreign currency translation

18.3

5.9

%  

(5.9)

(2.9)

%

Comprehensive income

$

130.2

42.3

%  

$

59.2

29.0

%

Revenues

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

Six Months Ended

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

Cash Collections

$

516.6

$

265.1

$

251.5

94.9

%

Principal Amortization

(233.8)

(79.1)

(154.7)

195.6

%

Total portfolio revenue

282.8

186.0

96.8

52.0

%

Credit card revenue

3.7

4.3

(0.6)

(14.0)

%

Servicing revenue

21.1

13.5

7.6

56.3

%

Total revenues

$

307.6

$

203.8

$

103.8

50.9

%

Total revenues were $307.6 million for the six months ended June 30, 2025, an increase of $103.8 million, or 50.9%, compared to $203.8 million for the six months ended June 30, 2024. The increase is primarily a result of increased deployments during the period.

46

Table of Contents

Operating Expenses

Total operating expenses were $130.6 million for the six months ended June 30, 2025, an increase of $35.7 million, or 37.6%, compared to $94.9 million for the six months ended June 30, 2024. This is driven by an increase in higher servicing expenses of $23.7 million related to increased collections, $7.6 million in professional fees related to the initial public offering in June 2025, and $5.8 million associated with increased various selling, general and administrative expenses.

Salaries and Benefits

Salaries and benefits were $20.3 million for the six months ended June 30, 2025 which is a decrease of $3.1 million, or 13.2%, compared to $23.4 million for the six months ended June 30, 2024. The decrease is due to the reversal of stock-based compensation expense due to the impact of the initial public offering in June 2025 offsetting the increase of $6.0 million in salaries and benefit costs related to the additional employees acquired as part of the Conn’s portfolio acquisition.

Servicing Expenses

Servicing expenses were $86.3 million for the six months ended June 30, 2025, an increase of $23.7 million, or 37.9%, compared to $62.6 million for the six months ended June 30, 2024. The increase in servicing expenses was primarily driven by increased collections as well as $6.7 million from the Conn’s portfolio. Servicing expenses consisted of the following for the six months ended June 30, 2025 and 2024:

    

Six Months Ended

    

    

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

Agency and repo commission expense

$

24.9

$

16.0

$

8.9

55.6

%

Legal commission expense

13.2

9.6

3.6

37.5

%

Court costs

21.8

13.5

8.3

61.5

%

Communications

14.7

15.7

(1.0)

(6.4)

%

Offshore

6.7

4.0

2.7

67.5

%

Other servicing expenses

5.0

3.8

1.2

31.6

%

Total servicing expenses

$

86.3

$

62.6

$

23.7

37.9

%

Depreciation and Amortization

Depreciation and amortization was $2.9 million for the six months ended June 30, 2025, a $1.8 million, or 163.6%, increase from the $1.1 million for the six months ended June 30, 2024. The increase was due incremental intangible assets associated with the Conn’s purchase, which equated to $1.8 million of additional amortization.

Professional Fees

Professional fees were $11.6 million for the six months ended June 30, 2025, an increase of $7.6 million, or 190.0%, compared to $4.0 million for the six months ended June 30, 2024. The increase was primarily due to one-time legal and professional fees incurred as part of the initial public offering in June 2025.

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 $9.5 million for the six months ended June 30, 2025, an increase of $5.7 million or 150.0%, compared to $3.8 million for the six months ended June 30, 2024. The increase is primarily due to an additional $4.0 million for data processing and rent expense related to the addition of Conn’s location in 2025. Additionally, we recognized a one-time cost associated with the Canada acquisition in relation to the potential realization of an exit incentive of $1.0 million.

Other Income (Expense)

Interest Expense

Total interest expense was $50.7 million for the six months ended June 30, 2025, an increase of $15.2 million, or 42.8%, compared to $35.5 million for the six months ended June 30, 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

47

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origination costs of $2.5 million, an increase of $0.4 million or 19.0% higher compared to $2.1 million for the six months ended June 30, 2024, due to the issuance of the 2030 Senior Notes in the May 2025.

Interest expense consisted of the following for the period ended June 30, 2025 and 2024:

    

Six Months Ended

    

    

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

Interest expense

$

48.2

$

33.5

$

14.8

44.2

%

Amortization of note payable origination costs

2.5

2.1

0.4

19.0

%

Total interest expense

$

50.7

$

35.5

$

15.2

42.8

%

Provision for Income Tax Expense

The provision for  income taxes consists primarily of income taxes in certain federal, state, local and foreign jurisdictions in which we conduct business. Foreign jurisdictions typically have different statutory tax rates from those in the United States. Accordingly, our effective tax rates may vary depending on the impact of the valuation allowance and nondeductible fair value adjustments to derivatives, as well as the relative proportion of foreign income to domestic income, generation of tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. The Company had incurred a year-to-date provision of $16.9 million to reflect the change in tax payer status to a corporation as a result of the reorganization related to the initial public offering.

Segment Results of Operations

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

  

Six Months Ended June 30, 

2025

  

2024

(in Millions)

  

United
States

  

United
Kingdom

  

Canada

  

Latin
America

  

Total

  

United
States

  

United
Kingdom

  

Canada

  

Latin
America

  

Total

Portfolio revenue

$

218.2

$

11.9

$

33.7

$

19.0

$

282.8

$

132.9

$

13.7

$

24.8

$

14.6

$

186.0

Credit card revenue

1.3

2.4

3.7

1.5

2.8

4.3

Servicing revenue

8.3

12.1

0.7

21.1

1.7

11.7

0.1

13.5

Total Revenue

$

227.8

$

24.0

$

36.8

$

19.0

$

307.6

$

136.1

$

25.4

$

27.7

$

14.6

$

203.8

Provision for credit losses

$

0.7

$

$

0.4

$

$

1.1

$

1.0

$

$

0.8

$

$

1.8

Operating Expenses

Salaries and benefits

$

9.6

$

7.8

$

2.7

$

0.2

$

20.3

$

13.7

$

6.8

$

2.7

$

0.2

$

23.4

Servicing expenses

65.9

9.1

5.1

6.2

86.3

46.9

6.5

4.8

4.4

62.6

Depreciation and amortization

2.2

0.2

0.5

2.9

0.3

0.2

0.6

1.1

Professional fees

10.4

0.5

0.3

0.4

11.6

2.9

0.5

0.2

0.4

4.0

Other selling, general and administrative

7.3

1.2

0.7

0.3

9.5

1.9

1.1

0.6

0.2

3.8

Total Operating Expenses

$

95.4

$

18.8

$

9.3

$

7.1

$

130.6

$

65.7

$

15.1

$

8.9

$

5.2

$

94.9

Net Operating Income

$

131.7

$

5.2

$

27.1

$

11.9

$

175.9

$

69.4

$

10.3

$

18.0

$

9.4

$

107.1

Net operating income margin

57.8

21.7

73.6

62.6

57.2

51.0

40.6

65.0

64.4

52.6

%

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Table of Contents

United States

    

Six Months Ended

    

    

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

Portfolio revenue

$

218.2

$

132.9

$

85.3

64.2

%

Credit card revenue

1.3

1.5

(0.2)

(13.3)

%

Servicing revenue

8.3

1.7

6.6

388.2

%

Total Revenue

$

227.8

$

136.1

$

91.7

67.4

%

Provision for credit losses

$

0.7

$

1.0

$

(0.3)

(30.0)

%

Operating Expenses

Salaries and benefits

$

9.6

$

13.7

$

(4.1)

(29.9)

%

Servicing expenses

65.9

46.9

19.0

40.5

%

Depreciation and amortization

2.2

0.3

1.9

633.3

%

Professional fees

10.4

2.9

7.5

258.6

%

Other selling, general and administrative

7.3

1.9

5.4

284.2

%

Total Operating Expenses

$

95.4

$

65.7

$

29.7

45.2

%

Net Operating Income

$

131.7

$

69.4

$

62.3

89.8

%

Net operating income margin

57.8

%  

51.0

%  

Portfolio revenue grew $85.3 million or 64.2% in the six months ended June 30, 2025 compared to June 30, 2024, primarily due to deployment growth, 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 $54.7 million of revenue.

Servicing revenue grew $6.6 million or 388.2% in the six months ended June 30, 2025, primarily due to the Conn’s Portfolio Purchase, which contributed $6.8 million.  

Salaries and benefits were $9.6 million for the six months ended June 30, 2025 which is a decrease of $4.1 million, or 29.9%, compared to $13.7 million for the six months ended June 30, 2024. The decrease is due to the reversal of stock-based compensation expense due to the impact of the initial public offering in June 2025, offsetting the increase of $6.0 million in salaries and benefit costs related to the additional employees acquired as part of the Conn’s portfolio acquisition.

Servicing expenses were $65.9 million for the six months ended June 30, 2025, an increase of $19.0 million, or 40.5%, compared to $46.9 million for the six months ended June 30, 2024. The increase in servicing expenses was primarily driven by increased collections as well as $6.7 million from the Conn’s portfolio acquisition.

Professional fees were $10.4 million for the six months ended June 30, 2025, an increase of $7.5 million, or 258.6%, compared to $2.9 million for the six months ended June 30, 2024. The increase was primarily due to one-time legal and professional fees incurred as part of the initial public offering in June 2025.

Other selling, general and administrative expenses generally consist of rent expense, travel and entertainment expenses, and other general overhead expenses. These expenses totaled $7.3 million for the six months ended June 30, 2025, an increase of $5.4 million or 284.2%, compared to $1.9 million for the six months ended June 30, 2024. The increase is primarily due to an additional $4.0 million for data processing and rent expense related to the addition of Conn’s location in 2025. Additionally, we recognized a one-time cost associated with the Canada acquisition in relation to the potential realization of an exit incentive of $1.0 million.

Overall net operating income increased $62.3 million or 89.8% higher in the six months ended June 30, 2025 than the six months ended June 30, 2024 primarily due to continued growth in deployments and $36.9 million contributed from the Conn’s portfolio.

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Table of Contents

United Kingdom

    

Six Months Ended

    

    

June 30, 

Increase

%

(in Millions)

2025

    

2024

(Decrease)

Change

Portfolio revenue

$

11.9

$

13.7

$

(1.8)

(13.1)

%

Servicing revenue

12.1

11.7

0.4

3.4

%

Total Revenue

$

24.0

$

25.4

$

(1.4)

(5.5)

%

Operating Expenses

Salaries and benefits

$

7.8

$

6.8

$

1.0

14.7

%

Servicing expenses

9.1

6.5

2.6

40.0

%

Depreciation and amortization

0.2

0.2

%

Professional fees

0.5

0.5

%

Other selling, general and administrative

1.2

1.1

0.1

9.1

%

Total Operating Expenses

$

18.8

$

15.1

$

3.7

24.5

%

Net Operating Income

$

5.2

$

10.3

$

(5.1)

(49.5)

%

Net operating income margin

21.7

%  

40.6

%  

Portfolio revenue decreased $1.8 million or 13.1% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to lower deployments in the United Kingdom.

Servicing revenue increased $0.4 million or 3.4% in the period ended June 30, 2025 compared to June 30, 2024 due to the underlying organic growth from both our Moriarty and ResolveCall businesses.

Salaries and benefits increased $1.0 million or 14.7% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher employee benefit costs.  

Servicing expenses increased $2.6 million or 40.0% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher support costs resulting from organic growth in the servicing business.  

Other selling, general and administrative expenses increased $0.1 million or 9.1% in the period ended June 30, 2025 compared to June 30, 2024.

Overall net operating income declined $5.1 million or 49.5% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to lower deployments and higher servicing costs.

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Canada

Six Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

  

Portfolio revenue

$

33.7

$

24.8

    

$

8.9

35.9

%

Credit card revenue

2.4

2.8

(0.4)

(14.3)

%

Servicing revenue

0.7

0.1

0.6

600.0

%

Total Revenue

$

36.8

$

27.7

$

9.1

32.9

%

Provision for credit losses

$

0.4

$

0.8

$

(0.4)

(50.0)

%

Operating Expenses

Salaries and benefits

$

2.7

$

2.7

$

0.0

%

Servicing expenses

5.1

4.8

0.3

6.3

%

Depreciation and amortization

0.5

0.6

(0.1)

(16.7)

%

Professional fees

0.3

0.2

0.1

50.0

%

Other selling, general and administrative

0.7

0.6

0.1

16.7

%

Total Operating Expenses

$

9.3

$

8.9

$

0.4

4.5

%

Net Operating Income

$

27.1

$

18.0

$

9.1

50.6

%

Net operating income margin

73.6

%  

65.0

%  

Portfolio revenue increased $8.9 million or 35.9% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher deployments.

Servicing revenue increased $0.6 million or 600.0% in the period ended June 30, 2025 compared to June 30, 2024 due to organic growth.

Servicing expenses increased $0.3 million or 6.3% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to higher collections.  

Overall net operating income increased $9.1 million or 50.6% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to increased deployments.

Latin America

Six Months Ended

June 30, 

Increase

%

(in Millions)

    

2025

    

2024

    

(Decrease)

    

Change

Portfolio revenue

    

$

19.0

$

14.6

$

4.4

30.1

%

Total Revenue

$

19.0

$

14.6

$

4.4

30.1

%

Operating Expenses

Salaries and benefits

$

0.2

$

0.2

$

0

%

Servicing expenses

6.2

4.4

1.8

40.9

%

Depreciation and amortization

0.0

%

Professional fees

0.4

0.4

0.0

%

Other selling, general and administrative

0.3

0.2

0.1

50.0

%

Total Operating Expenses

$

7.1

$

5.2

$

1.9

36.5

%

Net Operating Income

$

11.9

$

9.4

$

2.5

26.6

%

Net operating income margin

62.6

%  

64.4

%  

Portfolio revenue increased $4.4 million or 30.1% in the period ended June 30, 2025 compared to June 30, 2024 primarily due to strong collection performance.

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Servicing expense increased $1.8 million or 40.9% in the period ended June 30, 2025 compared to June 30, 2024 due to increased collections.

Overall net operating income increased $2.5 million or 26.6% in the period ended June 30, 2025 compared to June 30, 2024 due to strong collection performance.

Supplemental Performance Data as of June 30, 2025

Investments in Receivables Portfolio Performance

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 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 estimated remaining collections (“ERC”s). 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.

52

Table of Contents

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, investors should be cautious when making comparisons of purchase price multiples among periods and between types of receivables.

PURCHASE PRICE MULTIPLES AS OF JUNE 30, 2025

Excludes Resale as Noted at Bottom

(in millions)

Current

Original

Purchase

Life-to-Date

Total

Grand

Collection

Collection

  

Price (1)(2)

Collections (3)

ERC (4)

Total

Multiple

Multiple (5)

US Distressed

2003-2016 (6)

$

339.9

$

1,007.7

$

37.0

$

1,044.7

3.07

x  

2.28

x

2017

55.3

166.8

22.1

188.9

3.42

x  

2.36

x

2018

76.2

206.8

37.2

244.0

3.20

x  

2.70

x

2019

94.8

262.4

24.4

286.8

3.03

x  

2.29

x

Vintage

2020

74.1

175.4

48.5

223.9

3.02

x  

2.20

x

2021

73.1

111.8

55.9

167.7

2.30

x  

1.97

x

2022

142.1

144.4

142.1

286.5

2.02

x  

2.00

x

2023

337.6

274.7

502.6

777.4

2.30

x  

2.11

x

2024

481.5

300.3

691.5

991.8

2.06

x  

1.98

x

2025

150.1

20.0

315.6

335.6

2.23

x  

2.23

x

Total

$

1,824.8

$

2,670.3

$

1,877.0

$

4,547.3

US Insolvency

2003-2016 (6)

$

235.8

$

365.9

$

0.4

$

366.3

1.55

x  

1.72

x

2017

49.6

62.4

1.0

63.4

1.28

x  

1.35

x

2018

86.7

106.6

2.7

109.3

1.26

x  

1.30

x

2019

62.2

84.1

5.0

89.2

1.43

x  

1.31

x

Vintage

2020

30.1

42.4

5.9

48.4

1.60

x  

1.40

x

2021

23.7

30.1

5.3

35.5

1.50

x  

1.25

x

2022

40.7

38.3

14.4

52.8

1.30

x  

1.30

x

2023

66.7

46.2

47.6

93.8

1.41

x  

1.34

x

2024

71.1

20.5

76.2

96.7

1.36

x  

1.39

x

2025

50.0

3.1

66.0

69.2

1.38

x  

1.38

x

Total

$

716.7

$

799.8

$

224.6

$

1,024.4

UK Distressed & Insolvency

2009-2016

$

22.9

$

61.0

$

3.1

$

64.1

2.81

x  

1.94

x

2017

0.8

3.9

0.7

4.5

5.50

x  

1.90

x

2018

3.1

11.5

4.8

16.4

5.30

x  

2.20

x

2019

7.1

17.7

5.1

22.8

3.21

x  

1.91

x

Vintage

2020

13.1

26.3

8.4

34.7

2.65

x  

1.74

x

2021

19.4

24.8

13.5

38.3

1.98

x  

1.67

x

2022

18.9

25.2

23.2

48.3

2.56

x  

2.22

x

2023

26.7

26.1

45.1

71.1

2.66

x  

2.08

x

2024

29.4

12.5

40.4

52.9

1.80

x  

1.70

x

2025

6.6

0.4

14.1

14.5

2.20

x  

2.20

x

Total

$

148.0

$

209.4

$

158.4

$

367.8

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Table of Contents

Current

Original

Purchase

Life-to-Date

Total

Grand

Collection

Collection

(in Millions)

  

Price (1)(2)

  

Collections (3)

  

ERC (4)

  

Total

  

Multiple

  

Multiple (5)

Canada Insolvency(7)

2008-2016

$

94.8

$

187.2

$

0.1

$

187.3

1.98

x  

1.67

x

2017

26.3

48.5

0.2

48.6

1.85

x  

1.53

x

2018

40.9

85.2

0.7

85.9

2.10

x  

1.80

x

2019

34.7

68.2

1.4

69.6

2.01

x  

1.72

x

Vintage

2020

29.3

51.2

2.6

53.8

1.84

x  

1.60

x

2021

23.7

33.6

6.8

40.4

1.70

x  

1.62

x

2022

18.5

18.0

9.8

27.8

1.50

x  

1.47

x

2023

38.8

22.1

34.1

56.2

1.45

x  

1.35

x

2024

61.9

13.3

78.6

91.9

1.48

x  

1.38

x

2025

66.9

7.3

87.7

95.0

1.42

x  

1.42

x

Total

$

435.8

$

534.6

$

222.0

$

756.6

Canada Distressed(1)

2008-2016

$

57.5

$

122.0

$

3.5

$

125.5

2.18

x  

1.81

x

2017

23.2

54.5

3.7

58.2

2.50

x  

2.17

x

2018

14.6

59.5

8.5

68.0

4.65

x  

2.52

x

2019

12.8

40.8

3.7

44.5

3.47

x  

2.19

x

Vintage

2020

19.7

39.9

7.9

47.8

2.43

x  

2.06

x

2021

9.2

13.6

4.8

18.3

2.00

x  

1.79

x

2022

24.3

22.7

15.0

37.7

1.55

x  

1.69

x

2023

18.4

14.3

20.0

34.3

1.86

x  

1.61

x

2024

33.5

23.6

40.1

63.7

1.90

x  

1.83

x

2025

11.7

2.7

19.4

22.1

1.88

x  

1.88

x

Total

$

224.9

$

393.8

$

126.5

$

520.3

Latin America Distressed

2021

$

7.9

$

10.9

$

8.5

$

19.4

2.45

x  

1.58x

x

2022

25.0

33.2

36.6

69.8

2.80

x  

2.67

x

Vintage

2023

42.6

39.8

67.1

106.9

2.51

x  

2.39

x

2024

45.8

21.2

94.2

115.3

2.52

x  

2.35

x

2025

15.1

0.4

37.9

38.3

2.53

x  

2.53

x

Total

$

136.5

$

105.4

$

244.3

$

349.8

(1)

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

54

Table of Contents

Current

Original

Purchase

Life-to-Date

Total

Grand

Collection

Collection

(in Millions)

  

Price (1)(2)

  

Collections (3)

  

ERC (4)

  

Total

  

Multiple

  

Multiple (5)

Total

2003-2016 (6)

$

750.8

$

1,743.8

$

44.1

$

1,788.0

2.38

x  

1.98x

x

2017

155.3

336.1

27.5

363.7

2.34

x  

1.87

x

2018

221.6

469.7

54.0

523.7

2.36

x  

1.97

x

2019

211.6

473.2

39.6

512.9

2.42

x  

1.89

x

Vintage

2020

166.3

335.2

73.4

408.6

2.46

x  

1.90

x

2021

156.9

224.8

94.8

319.6

2.04

x  

1.74

x

2022

269.5

281.9

241.2

523.1

1.94

x  

1.91

x

2023

530.8

423.2

716.5

1,139.7

2.15

x  

1.96

x

2024

723.3

391.4

1,020.9

1,412.3

1.95

x  

1.88

x

2025

300.5

33.9

540.8

574.7

1.91

x  

1.91

x

Total

$

3,486.7

$

4,713.2

$

2,852.9

$

7,566.2

(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.

55

Table of Contents

The following table illustrates collections from purchased receivables, total portfolio revenue for the six months ended June 30, 2025 and investment in receivables, net as of June 30, 2025 and monthly EIR, by year of purchase:

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

As of

Three Months Ended June 30, 2025

June 30, 2025

Total

Portfolio

Changes in

Portfolio

Investments in

Monthly

  

Collections

  

Income

  

Recoveries

  

Revenue

  

Receivables, Net

  

EIR

US Distressed

ZBA(1)

$

0.2

$

0.2

$

$

0.2

$

0.0

%

2003 - 2019

10.1

8.8

(3.2)

5.6

43.9

6.1

%

2020

3.1

3.4

(1.7)

1.7

11.0

9.9

%

2021

3.5

2.9

(1.8)

1.1

29.3

3.2

%

2022

10.9

6.4

(2.7)

3.7

88.0

2.3

%

2023

38.2

23.3

(5.9)

17.4

297.9

2.5

%

2024

104.8

46.3

10.8

57.1

364.3

3.4

%

2025

12.7

10.0

4.6

14.6

152.3

2.5

%

Subtotal

$

183.5

$

101.3

$

0.1

$

101.4

$

986.7

US Insolvency

2003 - 2019

0.6

0.3

(0.9)

(0.6)

7.2

1.7

%

2020

0.8

0.2

(0.7)

(0.5)

5.2

1.3

%

2021

0.6

0.3

-

0.3

4.4

1.6

%

2022

2.4

0.5

(0.2)

0.3

12.4

1.3

%

2023

5.5

1.5

(0.1)

1.4

39.4

1.2

%

2024

5.8

2.2

(0.8)

1.4

58.9

1.2

%

2025

3.0

1.3

1.3

2.6

49.9

1.1

%

Subtotal

$

18.7

$

6.3

$

(1.4)

$

4.9

$

177.4

UK Distressed & Insolvency

2003 - 2019

$

0.8

$

0.6

$

(0.2)

$

0.4

$

4.9

4.4

%

2020

0.6

0.5

(0.1)

0.4

2.4

6.5

%

2021

1.2

0.6

1.4

2.0

7.2

3.0

%

2022

1.7

1.3

(0.6)

0.7

12.3

3.6

%

2023

3.2

2.6

(0.4)

2.2

26.2

3.4

%

2024

2.8

1.8

(0.6)

1.2

26.4

2.3

%

2025

0.3

0.5

-

0.5

7.1

3.3

%

Subtotal

$

10.6

$

7.9

$

(0.5)

$

7.4

$

86.5

Canada Distressed

ZBA(2)

$

0.4

$

0.4

$

$

0.4

$

0.0

%

2020

1.6

1.3

1.3

3.6

12.7

%

2021

0.4

0.3

0.3

1.9

4.3

%

2022

1.9

0.7

0.8

1.5

8.2

2.8

%

2023

1.0

0.9

(0.6)

0.3

11.4

2.6

%

2024

3.7

1.9

1.9

23.1

2.6

%

2025

2.1

0.7

0.7

1.4

11.3

2.3

%

Subtotal

$

11.1

$

6.2

$

0.9

$

7.1

$

59.5

Canada Insolvency

ZBA

$

0.1

$

0.1

$

$

0.1

$

0.0

%

2020

2.1

0.4

0.8

1.2

3.4

3.4

%

2021

1.8

0.3

(0.1)

0.2

5.5

1.9

%

2022

1.9

0.4

0.2

0.6

8.1

1.5

%

2023

4.3

1.1

0.3

1.4

27.9

1.2

%

2024

5.3

2.2

2.0

4.2

61.1

1.2

%

2025

4.3

2.0

0.9

2.9

66.2

1.1

%

Subtotal

$

19.8

$

6.5

$

4.1

$

10.6

$

172.2

Latin America

2021

0.4

0.4

(0.1)

0.3

3.8

3.0

%

2022

2.3

2.0

0.3

2.3

11.2

5.8

%

2023

3.6

3.6

(1.0)

2.6

33.6

3.4

%

2024

5.3

3.9

(0.7)

3.2

43.1

3.0

%

2025

0.4

0.8

(0.1)

0.7

15.8

3.0

%

Subtotal

$

12.0

$

10.7

$

(1.6)

$

9.1

$

107.5

Grand Total

$

255.7

$

138.9

$

1.6

$

140.5

$

1,589.8

56

Table of Contents

As of

Six Months Ended June 30, 2025

June 30, 2025

Total

Portfolio

Changes in

Portfolio

Investments in

Monthly

  

Collections

  

Income

  

Recoveries

  

Revenue

  

Receivables, Net

  

EIR

US Distressed

ZBA(1)

$

0.8

$

0.8

$

$

0.8

$

0.0

%

2003 - 2019

20.1

18.4

(9.7)

8.7

43.9

6.1

%

2020

6.5

7.2

(3.4)

3.8

11.0

9.9

%

2021

7.6

6.1

(3.9)

2.2

29.3

3.2

%

2022

23.2

13.3

(5.1)

8.2

88.0

2.3

%

2023

78.5

48.0

(4.4)

43.6

297.9

2.5

%

2024

226.5

96.1

25.7

121.8

364.3

3.4

%

2025

19.8

15.0

7.0

22.0

152.3

2.5

%

Subtotal

$

383.0

$

204.9

$

6.2

$

211.1

$

986.7

US Insolvency

2003 - 2019

1.4

0.8

(2.1)

(1.3)

7.2

1.7

%

2020

1.9

0.5

(1.2)

(0.7)

5.2

1.3

%

2021

1.3

0.5

(0.2)

0.3

4.4

1.6

%

2022

4.7

1.1

(0.5)

0.6

12.4

1.3

%

2023

10.3

3.1

(0.6)

2.5

39.4

1.2

%

2024

10.9

4.6

(1.9)

2.7

58.9

1.2

%

2025

3.1

1.9

1.0

2.9

49.9

1.1

%

Subtotal

$

33.6

$

12.5

$

(5.5)

$

7.0

$

177.4

UK Distressed & Insolvency

2003 - 2019

$

1.7

$

1.3

$

(0.4)

$

0.9

$

4.9

4.4

%

2020

1.2

1.0

(0.1)

0.9

2.4

6.5

%

2021

2.3

1.2

1.2

2.4

7.2

3.0

%

2022

3.4

2.7

(1.5)

1.2

12.3

3.6

%

2023

6.5

5.2

(2.0)

3.2

26.2

3.4

%

2024

5.4

3.6

(1.0)

2.6

26.4

2.3

%

2025

0.4

0.6

0.1

0.7

7.1

3.3

%

Subtotal

$

20.9

$

15.6

$

(3.7)

$

11.9

$

86.5

Canada Distressed

ZBA(2)

$

0.6

$

0.6

$

$

0.6

$

0.0

%

2020

3.4

2.8

0.1

2.9

3.6

12.7

%

2021

0.7

0.6

0.6

1.9

4.3

%

2022

2.8

1.4

0.5

1.9

8.2

2.8

%

2023

2.3

1.8

(1.0)

0.8

11.4

2.6

%

2024

8.1

3.9

0.3

4.2

23.1

2.6

%

2025

2.7

1.0

0.9

1.9

11.3

2.3

%

Subtotal

$

20.6

$

12.1

$

0.8

$

12.9

$

59.5

Canada Insolvency

ZBA

$

0.2

$

0.2

$

$

0.2

$

0.0

%

2020

4.6

0.8

4.1

4.9

3.4

3.4

%

2021

3.6

0.8

0.1

0.9

5.5

1.9

%

2022

3.7

0.8

0.5

1.3

8.1

1.5

%

2023

8.1

2.2

0.7

2.9

27.9

1.2

%

2024

8.5

4.2

2.6

6.8

61.1

1.2

%

2025

7.3

3.1

0.8

3.9

66.2

1.1

%

Subtotal

$

36.0

$

12.1

$

8.8

$

20.9

$

172.2

Latin America

2021

0.8

0.7

(0.1)

0.6

3.8

3.0

%

2022

3.7

3.8

(0.6)

3.2

11.2

5.8

%

2023

6.7

7.1

(1.1)

6.0

33.6

3.4

%

2024

10.8

7.9

0.5

8.4

43.1

3.0

%

2025

0.4

0.9

(0.1)

0.8

15.8

3.0

%

Subtotal

$

22.4

$

20.4

$

(1.4)

$

19.0

$

107.5

Grand Total

$

516.6

$

277.6

$

5.2

$

282.8

$

1,589.8

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.

57

Table of Contents

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

COLLECTIONS, BY YEAR, BY YEAR OF PURCHASE  Excludes Resale as Noted at Bottom

(in millions)

Purchase

2003 -

(in Millions)

  

Price (1)(2)

  

2016

  

2017

  

2018

  

2019

  

2020

  

2021

  

2022

  

2023

  

2024

  

2025

  

Total

US Distressed

2003-2016(3)(4)

$

339.9

$

679.3

$

80.8

$

66.8

$

51.9

$

41.1

$

32.3

$

21.4

$

15.5

$

13.1

$

5.5

$

1,007.7

2017

55.3

16.2

30.5

27.0

28.5

25.2

16.3

11.2

8.2

3.8

166.8

2018

76.2

21.6

45.9

45.4

41.0

24.7

14.2

10.3

3.7

206.8

2019

94.8

26.8

74.8

62.3

44.5

28.6

18.3

7.1

262.4

Vintage

2020

74.1

26.5

60.9

37.2

26.0

18.2

6.5

175.4

2021

73.1

23.1

37.8

24.8

18.3

7.6

111.8

2022

142.1

16.5

55.1

49.6

23.2

144.4

2023

337.6

48.4

147.7

78.6

274.7

2024

481.5

73.3

227.0

300.3

2025

150.1

20.0

20.0

Total

$

1,824.8

$

679.3

$

97.0

$

118.9

$

151.7

$

216.2

$

244.8

$

198.4

$

223.9

$

357.1

$

383.0

$

2,670.3

US Insolvency

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

$

365.9

2017

49.6

9.3

19.6

14.4

9.2

6.1

2.6

0.8

0.4

0.1

62.4

2018

86.7

16.0

34.9

23.8

17.1

9.7

3.6

1.1

0.3

106.6

2019

62.2

7.0

23.2

19.8

16.2

11.0

6.1

0.8

84.1

Vintage

2020

30.1

3.5

10.5

10.8

9.0

6.7

1.9

42.4

2021

23.7

8.9

10.1

6.3

3.5

1.3

30.1

2022

40.7

5.4

16.4

11.8

4.7

38.3

2023

66.7

12.7

23.2

10.3

46.2

2024

71.1

9.6

10.9

20.5

2025

50.0

3.1

3.1

Total

$

716.7

$

289.8

$

43.3

$

55.4

$

67.9

$

65.3

$

65.4

$

55.8

$

60.3

$

62.8

$

33.6

$

799.8

UK Distressed & Insolvency

2009-2016

$

22.9

$

40.8

$

5.5

$

3.4

$

2.6

$

2.1

$

2.2

$

1.5

$

1.3

$

1.1

$

0.4

$

61.0

2017

0.8

0.4

0.6

0.6

0.6

0.7

0.4

0.3

0.2

0.1

3.9

2018

3.1

0.3

1.9

2.0

2.4

1.7

1.5

1.2

0.5

11.5</