UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

March 1118, 2026

Date of Report

(Date of earliest event reported)

Jefferson Capital, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

001-42718

(Commission File Number)

33-1923926

(I.R.S. Employer

Identification No.)

600 SOUTH HIGHWAY 169, SUITE 1575,

MINNEAPOLIS, Minnesota 55426

(Address of principal executive offices)

55426

(Zip Code)

Registrant’s telephone number, including area code: (320) 229-8505

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class:	Trading Symbol	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1118, ~~2025~~2026, Christopher Giles tendered his resignation as a Class II director of the Board of Directors (the “Board”) of Jefferson Capital, Inc. (the “Company”), effective ~~approved~~immediately, ~~and~~to ~~ratified~~focus ~~2025~~on ~~annual~~his ~~cash~~other ~~bonuses~~professional tocommitments ~~Messrs. Burton~~ and ~~Zellmann~~as ~~for~~part ~~the year ended December 31, 2025 at 100%~~ of ~~Mr.~~the ~~Burton~~Board’s ~~and~~evolution ~~86%~~as ofa public company. Mr. ~~Zellmann~~Giles’s ~~respective~~resignation ~~target~~is ~~annual~~not ~~bonus based on~~ the ~~Company’s~~result ~~performance for~~of ~~2025.~~any Indisagreement ~~addition,~~with the ~~performance-based~~Company ~~commissions~~on ~~payable~~any tomatter ~~Ms.~~relating ~~Person~~to ~~for~~ the ~~fourth~~operations, ~~quarter~~policies or ~~were~~practices ~~determined~~of tothe ~~be an amount equal to $97,872~~Company.

~~The~~On ~~other~~March ~~compensation~~18, ~~for~~2026, the ~~named~~Board ~~executive officers~~appointed ~~for~~Susan ~~the~~Atkins ~~year~~and ~~ended~~James ~~December 31~~Pierce, each ~~2025~~to ~~was~~serve ~~previously~~as ~~reported~~a bymember of the ~~Company~~Board, ineffective ~~the~~March ~~Summary~~18, ~~Compensation~~2026. ~~Table~~Ms. ~~included~~Atkins inwill ~~the Company’s~~serve ~~prospectus~~as ~~filed~~a ~~with~~Class ~~the~~II ~~Securities~~director and ~~Exchange~~Mr. ~~Commission~~Pierce onwill ~~January~~serve as 5,a ~~2026~~Class ~~pursuant~~III todirector, ~~Rule~~each ~~424(b)~~for ~~under~~a ~~the~~term ~~Securities Act~~expiring ofat ~~1933 (~~the ~~“Prospectus”), relating to the~~ Company’s ~~Registration~~annual ~~Statement~~meeting ~~on Form S-1 (No. 333-292576). However, as~~ of ~~the~~stockholders ~~date~~to ofbe ~~the~~held ~~Prospectus,~~in ~~2025~~2027 ~~annual cash bonuses for Messrs. Burton~~ and ~~Zellmann~~2028, respectively, and ~~the~~until ~~fourth~~his ~~quarter~~or ~~performance-based~~her ~~commissions for~~successor ~~Ms.~~is ~~Person~~duly ~~had~~elected ~~not yet been determined,~~ and ~~therefore~~qualified ~~such~~or ~~amounts~~his ~~were~~or ~~omitted~~her ~~from~~earlier ~~the~~death, ~~Summary~~disqualification, ~~Compensation~~resignation ~~Table~~or ~~for 2025~~removal.

In ~~accordance~~connection with ~~Instruction 1~~each toof ~~Item~~their ~~402(n)(2)(iii)~~appointment ~~and~~to ~~(iv) of~~the ~~Regulation S-K~~Board, ~~the~~ ~~Company~~Ms. isAtkins and ~~including~~Mr. inPierce ~~this~~were ~~Current~~each ~~Report~~granted onan ~~Form 8-K the annual~~option ~~performance~~to ~~cash~~purchase ~~bonuses~~50,000 ~~for~~shares ~~2025~~of ~~for~~the ~~Messrs.~~Company's ~~Burton~~common ~~and~~stock, ~~Zellmann~~with ~~and~~one-half of the ~~aggregate~~shares ~~performance-based~~subject to ~~commissions~~such ~~for~~option ~~Ms.~~having ~~Person in~~an ~~its~~exercise ~~2025~~price ~~Summary~~equal ~~Compensation~~to ~~Table~~the ~~originally~~fair ~~filed~~market ~~with~~value of the ~~Prospectus.~~Company's ~~The~~common ~~table~~stock ~~below~~on ~~updates~~ the ~~previously~~date ~~reported~~of ~~Summary~~grant and one-half ~~Compensation~~of ~~Table~~the byshares ~~reflecting~~subject ~~the~~to ~~annual~~such ~~cash~~option ~~bonuses~~having ~~paid~~an toexercise ~~each~~price ofequal ~~Messrs.~~to ~~Burton~~the ~~and~~sum ~~Zellmann~~of ~~with~~(i) ~~respect~~the tofair ~~2025~~market ~~and~~value ~~Ms.~~of ~~Person’~~the Company's common stock ~~aggregate~~on ~~performance-based~~the ~~commissions~~date of grant plus (~~including~~ii) ~~the~~$14.00. ~~fourth~~The ~~quarter~~option ~~performance-based~~vests ~~commissions~~in ofequal ~~$97,782~~annual ~~earned~~installments byover ~~Ms.~~a ~~Person)~~three-year period, ~~and~~ ~~restating~~subject ~~each~~to ~~named~~the ~~executive officer~~director’s continued ~~total~~service ~~compensation~~on ~~amount~~the ~~for 2025~~Board.

Name and Principal Position	Year		Non-Equity Incentive Plan Compensation ($)		Total ($)
David Burton President and Chief Executive Officer		2025		382,884		3,795,973
Mark Zellmann President of U.S. Business Lines		2025		247,202		1,062,184
Penelope Person Chief Commercial Officer		2025		208,864		633,060

There is no arrangement or understanding between Ms. Atkins or Mr. Pierce and any other person pursuant to which he or she was selected as a director of the Company, and there is no family relationship between either of Ms. Atkins or Mr. Pierce and any of the Company’s other directors or executive officers. Ms. Atkins and Mr. Pierce have no material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.

2SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Jefferson Capital, Inc.

Date: March 18, 2026	By:	/s/ Christo Realov
		Christo Realov
		Chief Financial Officer

	Jefferson Capital, Inc.
Date: March 17, 2026
	By:	/s/ Christo Realov
	Name:	Christo Realov
	Title:	Chief Financial Officer

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