Jefferson Capital, Inc. / DE

Previous wording

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”).

Current wording

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the combined and consolidated financial statements and the related notes included in our audited combined and consolidated financial statements included in the Company’s 2025 Form 10-K. 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”) and the Company’s 2025 Form 10-K.

Previous wording

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 to independent third parties.

Current wording

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 purchased from independent third parties.

Previous wording

We are headquartered in Minneapolis, Minnesota, and as of September 30, 2025, with 1,075 FTE (including our offshore co-sourced operation).

Current wording

We are headquartered in Minneapolis, Minnesota, and as of March 31, 2026, with 1,178 FTE (including our offshore co-sourced operation).

Previous wording

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

Current wording

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, 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 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

Previous wording

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.

Current wording

credit originator’s loan assets and believe we will find attractive opportunities to make more purchases like these going forward.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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 years 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 years where a higher ratio of seasoned paper or non-paying portfolios were purchased.

Previous wording

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.

Current wording

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

Previous wording

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

Current wording

The following table summarizes the total ERC by geographic area, or segment, during the three months ended:

Previous wording

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

Current wording

The following tables summarize the total deployments or purchases by geographic area, or reportable segments, during the three months ended:

Previous wording

During the three months ended September 30, 2025, we invested $151.0 million to acquire receivable portfolios, with face values aggregating $2,848.8 million, for an average purchase price of 5.3% of face value. The amount invested in receivable portfolios increased $27.5 million, or 22.3%, compared with the $123.4 million invested during the three months ended September 30, 2024, to acquire receivable portfolios with face values aggregating $1,681.0 million, for an average purchase price of 7.3% of face value.

Current wording

During the three months ended March 31, 2026, we invested $149.7 million to acquire receivable portfolios, with face values aggregating $2,708.2 million, for an average purchase price of 5.5% of face value. The amount invested in receivable portfolios decreased $25.5 million, or 14.6%, compared with the $175.2 million invested during the three months ended March 31, 2025, to acquire receivable portfolios with face values aggregating $2,757.4 million, for an average purchase price of 6.4% of face value.

Previous wording

Collections from purchased receivables increased by $91.7 million or 63.2% to $236.8 million during the three months ended September 30, 2025, from $145.1 million during the three months ended September 30, 2024. The increase in collections from purchased receivables compared to the period ended September 30, 2024, was primarily a result of increased purchases during the period. Collections in our United States reportable segment included $49.7 million from the Conn’s Portfolio Purchase.

Current wording

Collections from purchased receivables increased by $49.0 million or 18.8% to $309.9 million during the three months ended March 31, 2026, from $260.9 million during the three months ended March 31, 2025. The increase in collections from purchased receivables compared to the period ended March 31, 2025, was primarily a result of increased purchases during the period. Collections in our United States reportable segment included for the period ended March 31, 2026 and 2025 were $54.5 million for the Bluestem portfolio with no collections in the comparative 2025 period.

Previous wording

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.

Current wording

For a majority of the portfolios we purchase, 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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

We incurred additional expenses related to 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.

Previous wording

Total revenues were $150.8 million for the three months ended September 30, 2025, an increase of $40.2 million, or 36.4%, compared to $110.6 million for the three months ended September 30, 2024. The increase is primarily a result of strong deployment growth in prior periods.

Current wording

Total revenues were $176.4 million for the three months ended March 31, 2026, an increase of $21.5 million, or 13.9%, compared to $154.9 million for the three months ended March 31, 2025. The increase is primarily a result of strong deployment growth in prior periods.

Previous wording

Total operating expenses were $80.2 million for the three months ended September 30, 2025, an increase of $29.9 million, or 59.5%, compared to $50.3 million for the three months ended September 30, 2024 driven primarily by an increase of $14.4 million in servicing expenses due to increased court costs which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections and collection growth and $10.7 million in salaries and benefits primarily due to $8.8 million in stock-based compensation expense.

Current wording

Total operating expenses were $95.6 million for the three months ended March 31, 2026, an increase of $30.5 million, or 46.8%, compared to $65.1 million for the three months ended March 31, 2025 driven primarily by an increase of $22.8 million in servicing expenses due to increased court costs of $8.0 million which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections, $7.4 million related to the Bluestem portfolio purchase and collection growth as well as $8.5 million in stock-based compensation expense.

Previous wording

Salaries and benefits were $23.3 million for the three months ended September 30, 2025 an increase of $10.7 million, or 85.5%, compared to $12.6 million for the three months ended September 30, 2024. The increase in Salaries was driven by $8.8 million in stock-based compensation costs which reflects the amortization of grant-date fair value of restricted stock awards granted in connection with the IPO.

Current wording

Salaries and benefits were $22.4 million for the three months ended March 31, 2026 an increase of $8.4 million, or 59.6%, compared to $14.0 million for the three months ended March 31, 2025. The increase in Salaries was driven by $8.5 million in stock-based compensation costs which primarily reflects the amortization of grant-date fair value of restricted stock awards granted in connection with the IPO.

Previous wording

Servicing expenses were $47.6 million for the three months ended September 30, 2025, an increase of $14.4 million, or 43.2%, compared to $33.2 million for the three months ended September 30, 2024. The increase in servicing expenses was primarily driven by increased collections and court costs which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections. Servicing expenses consisted of the following for the three months ended September 30, 2025 and 2024:

Current wording

Servicing expenses were $65.6 million for the three months ended March 31, 2026, an increase of $22.8 million, or 53.3%, compared to $42.8 million for the three months ended March 31, 2025. The increase in servicing expenses was primarily driven by increased collections and court costs which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections. Servicing expenses consisted of the following for the three months ended March 31, 2026 and 2025:

Previous wording

Depreciation and amortization was $1.4 million for the three months ended September 30, 2025, a $0.8 million, or 146.4%, increase from the $0.5 million for the three months ended September 30, 2024. The increase was primarily due to incremental amortization expense of $0.6 million associated with the Conn’s purchase which closed in December 2024.

Current wording

Depreciation and amortization was $0.9 million for the three months ended March 31, 2026, a $0.7 million, or 45.8%, decrease from the $1.6 million for the three months ended March 31, 2025. The decrease was primarily due to lower intangible amortization expense of $0.6 million associated with the Conn’s purchase compared to the three months ended March 31, 2025.

Previous wording

Professional fees were $15.4 million for the nine months ended September 30, 2025, an increase of $9.5 million, or 161.0%, compared to $5.9 million for the nine months ended September 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.

Current wording

Professional fees were $2.3 million for the three months ended March 31, 2026 an increase of $0.1 million, or 5.4%, compared to $2.2 million for the three months ended March 31, 2025. The increase was primarily due to one-time legal and professional fees incurred as part of the follow-on equity offering in January 2026.

Previous wording

by 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 debt issuance costs of $1.5 million, $0.4 million or 39.5% higher compared to $1.1 million for the three months ended September 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.

Current wording

Total interest expense was $30.6 million for the three months ended March 31, 2026, an increase of $5.8 million, or 23.2%, compared to $24.8 million for the three months ended March 31, 2025. The increase was primarily driven by 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 debt issuance costs of $1.6 million, $0.5 million or 46.7% higher

Previous wording

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 has recognized a quarter-to-date tax provision of $7.2 million.

Current wording

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 of our deferred tax assets and liabilities, and changes in tax laws. The provision for income tax was $13.4 million for the three months ended March 31, 2026, an increase of $10.7 million or 401.0% compared to $2.7 million for the three months ended March 31, 2025 which increased as the Company is no longer treated as a Partnership for US income tax purposes as it was before the Initial Public Offering in June 2025.

Previous wording

Portfolio revenue grew $35.2 million or 48.3% in the period ended September 30, 2025 compared to September 30, 2024, primarily due to the growth in our deployments, including from, but not solely based on, the Conn’s Portfolio Purchase.

Current wording

Portfolio revenue grew $15.5 million or 13.8% in the three months ended March 31, 2026 compared to March 31, 2025, primarily due to the growth in deployments, including the Bluestem portfolio purchase.

Previous wording

Servicing revenue grew $1.8 million or 236.5% for the period ended September 30, 2025 compared to September 30, 2024, primarily due to the Conn’s Portfolio Purchase, which contributed $1.9 million of total servicing revenue in the three months ended September 30, 2025.

Current wording

Servicing revenue decreased $2.8 million or 60.7% for the three months ended March 31, 2026 compared to March 31, 2025, primarily due to the Conn’s portfolio purchase, which contributed $1.2 million of total servicing revenue in the three months ended March 31, 2026 compared with $3.7 million in the three months ended March 31, 2025.

Previous wording

Salaries and benefits increased $0.3 million or 7.3% in the period ended September 30, 2025 compared to September 30, 2024 primarily due to higher employee benefit costs.

Current wording

Salaries and benefits increased $0.7 million or 18.8% in the three months ended March 31, 2026 compared to March 31, 2025 primarily due to higher employee salary and benefit costs.

Previous wording

Servicing expenses increased $1.3 million or 29.8% in the period ended September 30, 2025 compared to September 30, 2024 primarily due to increase in collections as well as court costs which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections.

Current wording

Servicing expenses increased $0.7 million or 18.2% in the three months ended March 31, 2026 compared to March 31, 2025 primarily due to increase in collections as well as court costs which are incurred upfront at the outset of consumer litigation in anticipation of generating future collections.

Previous wording

Credit card revenue decreased $0.3 million or 21.4% in the period ended September 30, 2025 compared to September 30, 2024 due to the portfolio continuing to attrit after no new originations have occurred since August 2024 due to proposed regulatory changes.

Current wording

Credit card revenue decreased $0.2 million or 18.0% in the three months ended March 31, 2026 compared to March 31, 2025 due to the portfolio continuing to attrit with no new originations since August 2024 due to regulatory changes.

Previous wording

Servicing expenses increased $0.2 million or 2.6% in the period ended September 30, 2025 compared to September 30, 2024 primarily due to higher collections.

Current wording

Servicing revenue increased $0.2 million or 48.3% in the three months ended March 31, 2026 compared to March 31, 2025 due to organic growth.

Previous wording

Portfolio revenue increased $0.6 million or 6.8% in the period ended September 30, 2025 compared to September 30, 2024 primarily due to increase in deployments.

Current wording

Portfolio revenue increased $2.0 million or 20.0% in the three months ended March 31, 2026 compared to March 31, 2025 primarily due to increase in deployments.

Previous wording

PURCHASE PRICE MULTIPLES AS OF SEPTEMBER 30, 2025

Current wording

PURCHASE PRICE MULTIPLES AS OF MARCH 31, 2026 Excludes Resale as Noted at Bottom (in millions)

Previous wording

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

Current wording

The following table illustrates collections from purchased receivables, total portfolio revenue for the three months ended March 31, 2026 and investment in receivables, net as of March 31, 2026 and monthly EIR, by year of purchase:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

The following table displays our quarterly deployments for the three months ended March 31, 2026 and 2025.

Previous wording

We actively manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations. As of September 30, 2025, unrestricted cash and cash equivalents totaled $42.3 million. Of the unrestricted cash and cash equivalent balance as of September 30, 2025, $28.3 million consisted of cash on hand related to international operations with indefinitely reinvested earnings. Management believes that the Company has sufficient liquidity available to meet our operating cash needs and obligations for the next twelve months and the foreseeable future.

Current wording

We actively manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations. As of March 31, 2026, unrestricted cash and cash equivalents totaled $26.2 million. Of the unrestricted cash and cash equivalent balance as of March 31, 2026, $17.8 million consisted of cash on hand related to international operations with indefinitely reinvested earnings. Management believes that the Company has sufficient liquidity available to meet our operating cash needs and obligations for the next twelve months and the foreseeable future.

Previous wording

As of September 30, 2025, we had approximately $1,182.6 million in borrowings outstanding, net of unamortized debt issuance costs with $825.0 million of availability under our Revolving Credit Facility (as defined herein) (subject to the borrowing base and applicable debt covenants). Considering borrowing base restrictions, as of September 30, 2025, the amount available to be drawn was $825.0 million. For more information, see Note 8 to our combined and condensed consolidated financial statements.

Current wording

As of March 31, 2026, we had approximately $1,433.3 million in borrowings outstanding, net of unamortized debt issuance costs with $745.8 million of availability under our Revolving Credit Facility (as defined herein) (subject to the borrowing base and applicable debt covenants). Considering borrowing base restrictions, as of March 31, 2026, the amount available to be drawn was $739.7 million. For more information, see Note 8 to our combined and condensed consolidated financial statements.

Previous wording

Net debt is calculated as total borrowings, adjusted to remove the contra-liability for unamortized debt issuance costs and subtract unrestricted cash. We present net debt because we consider it an important supplemental measure used for assessing our leverage. Our management believes net debt helps us provide enhanced period-to-period comparability of leverage and is useful to investors as other companies in our industry report similar financial measures. Net debt should not be considered as an alternative to total borrowings determined in accordance with GAAP. Our calculation of net debt may not be comparable to the calculation of similarly titled measures reported by other companies.

Current wording

Net debt is calculated as total borrowings, adjusted to remove the contra-liability for unamortized debt issuance costs and subtract unrestricted cash. We present net debt because we consider it an important supplemental measure used for assessing our leverage and enhanced period-to-period comparability of leverage and is useful to investors as other companies in our industry report similar financial measures. Net debt should not be considered as an alternative to total borrowings determined in accordance with GAAP. Our calculation of net debt may not be comparable to the calculation of similarly titled measures reported by other companies.

Previous wording

We were in compliance with the covenants of our financing arrangements as of September 30, 2025. Financial covenants are important in determining the level of cash flow needed to maintain in relation to our ability to incur debt under our Revolving Credit Facility. If these financial covenants are not complied with, we would be in breach of our Revolving Credit Facility agreement if not cured through an additional pay down within the designated timeframe.

Current wording

We were in compliance with the covenants of our financing arrangements as of March 31, 2026. Financial covenants are important in determining the level of cash flow needed to maintain in relation to our ability to incur debt under our

Previous wording

On November 13, 2024, we amended our existing Revolving Credit Facility (as supplemented or otherwise modified from time to time, the “Revolving Credit Facility”) with Citizens Bank, N.A., as administrative agent, and the lenders from time-to-time party thereto. As amended, the Revolving Credit Facility provides for borrowings in an aggregate principal amount of $825.0 million (subject to compliance with a borrowing base and applicable debt covenants) and matures on April 26, 2028. In May 2025, we issued $500.0 million aggregate principal amount of 2030 Notes (as defined below) and

Current wording

On November 13, 2024, we amended our Revolving Credit Facility (as supplemented or otherwise modified from time to time, the “Revolving Credit Facility”) under our credit agreement entered into on May 21, 2021 (the “Credit Agreement”). As amended, the Revolving Credit Facility provides for borrowings in an aggregate principal amount of $825.0 million (subject to compliance with a borrowing base and applicable debt covenants) and matures on April 26, 2028. In May 2025, we issued $500.0 million aggregate principal amount of 2030 Notes (as defined below) and used a majority of the proceeds therefrom, net of fees, to pay down the outstanding balance under the Revolving Credit Facility. In October 2025 we further amended and extended our Revolving Credit Facility to an aggregate commitment of $1.0 billion. As of March 31, 2026, there was $254.2 million aggregate principal amount of loans outstanding under the Revolving Credit Facility.

Previous wording

On August 4, 2021, Jefferson Capital Holdings, LLC completed an offering of $300.0 million aggregate principal amount of 6.000% senior notes due 2026 (the “2026 Notes”) under an indenture (the “2026 Notes Indenture”), dated as of August 4, 2021, among Jefferson Capital, Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The 2026 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2026 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2026 Notes mature on August 15, 2026. As of September 30, 2025 there was $300.0 million aggregate principal amount of the 2026 Notes outstanding.

Current wording

August 4, 2021, among Jefferson Capital, Holdings, LLC, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. The 2026 Notes are general senior unsecured obligations of Jefferson Capital Holdings, LLC and are guaranteed by certain of Jefferson Capital Holdings, LLC’s wholly-owned domestic restricted subsidiaries. Interest on the 2026 Notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2022. The 2026 Notes mature on August 15, 2026. As of March 31, 2026 there was $300.0 million aggregate principal amount of the 2026 Notes outstanding.