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| | Page |
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| Part I — Financial Information | 5 |
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| Item 1 — Combined and Condensed Consolidated Financial Statements | 5 |
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| Combined and Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 5 |
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| Combined and Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 6 |
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| Combined and Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 7 |
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| Combined and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) | 8 |
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| Notes to Combined and Condensed Consolidated Financial Statements (Unaudited) | 10 |
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| 1. Organization, Description of Business and Summary of Significant Accounting Policies | 10 |
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| 2. Earnings Per Share | 13 |
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| 3. Acquisitions | 13 |
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| 4. Fair Value Measurements | 14 |
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| 5. Investment in receivables, net | 16 |
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| 6. Credit Card Receivables | 17 |
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| 7. Goodwill | 18 |
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| 8. Notes Payable, Net | 19 |
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| 9. Stock Based Compensation | 22 |
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| 10. Commitments and Contingencies | 25 |
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| 11. Income Taxes | 26 |
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| 12. Segment Reporting | 27 |
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| 13. Subsequent Events | 28 |
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| Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
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| Item 3 — Quantitative and Qualitative Disclosures about Market Risk | 61 |
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| Item 4 — Controls and Procedures | 62 |
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| Part II — Other Information | 63 |
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| Item 1 — Legal Proceedings | 63 |
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| Item 1A — Risk Factors | 63 |
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| Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds | 63 |
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| Item 3 — Defaults Upon Senior Securities | 63 |
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| Item 4 — Mine Safety Disclosures | 63 |
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| Item 5 — Other Information | 64 |
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| Item 6 — Exhibits | 64 |
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| Signatures | 66 |
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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 and six months ended June 30, 2026 and twelve months ended December 31, 2025, respectively, relate to financial information of the Company on a combined and condensed consolidated basis. All amounts referred to in the combined and condensed consolidated financial statements have been rounded to the nearest thousand, unless otherwise stated. All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.
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; |
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| ● | Turmoil and volatility in the financial services industry; |
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| ● | Actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions; |
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| ● | Changes in interest rates; |
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| ● | Increases in unemployment rates; |
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| ● | Impacts of current, pending or future litigation and governmental proceedings; |
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| ● | Increased competition from both banks and non-banks; |
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| ● | Effects of climate change and related physical and transition risks; |
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| ● | Changes in customer behavior and preferences and the ability to implement technological changes to respond to customer needs and meet competitive demands; |
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| ● | 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; |
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| ● | Failures to safeguard personal information; |
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| ● | Impacts of pandemics, natural disasters, terrorist activities, civil unrest, international hostilities and geopolitical events; |
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| ● | Impacts of supply chain disruptions, rising inflation, slower growth or a recession; |
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| ● | Failure to execute on strategic or operational plans; |
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| ● | Effects of mergers and acquisitions and related integration; |
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| ● | Effects of critical accounting policies and judgments; |
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| ● | Effects of changes in or interpretations of tax laws and regulations; and |
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| ● | Management’s ability to effectively manage market risk, operational risk, compliance risk, strategic risk, liquidity risk and reputation risk. |
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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.