JCAP 8-K
Jefferson Capital, Inc. / DE (JCAP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 18, 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 immediately, to focus on his other professional commitments and as part of the Board’s evolution as a public company. Mr. Giles’ resignation is not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
On March 18, 2026, the Board appointed Susan Atkins and James Pierce, each to serve as a member of the Board, effective March 18, 2026. Ms. Atkins will serve as a Class II director and Mr. Pierce will serve as a Class III director, each for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and 2028, respectively, and until his or her successor is duly elected and qualified or his or her earlier death, disqualification, resignation or removal.
In connection with each of their appointment to the Board, Ms. Atkins and Mr. Pierce were each granted an option to purchase 50,000 shares of the Company's common stock, with one-half of the shares subject to such option having an exercise price equal to the fair market value of the Company's common stock on the date of grant and one-half of the shares subject to such option having an exercise price equal to the sum of (i) the fair market value of the Company's common stock on the date of grant plus (ii) $14.00. The option vests in equal annual installments over a three-year period, subject to the director’s continued service on the Board.
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.
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.
| Jefferson Capital, Inc. | ||
| Date: March 18, 2026 | By: | /s/ Christo Realov |
| Christo Realov | ||
| Chief Financial Officer | ||