JCAP · Jefferson Capital, Inc. / DE

The stock options vest as to 1/5th of the shares annually, subject to continued service through the vest date.

The stock options vest as to 1/5th of the shares annually, subject to continued service through the vest date.

The stock options vest as to 1/3rd of the shares annually, subject to continued service through the vest date.

The stock options vest as to 1/3rd of the shares annually, subject to continued service through the vest date.

This amount represents the $19.62875 sale price per share of Common Stock, par value $0.0001 per share, in a secondary offering, which closed on January 9, 2026.

Represents securities held directly by JCF IV JCAP Holding L.P.

The general partner of JCF IV JCAP Holding L.P. is JCF IV JCAP Holding GP LLC. The managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd. and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd., including JCF IV JCAP Holding L.P.

The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Represents the sale of shares to the underwriters in the Issuer's Secondary Offering.

The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or is or was the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Represents securities held directly by J.C. Flowers IV L.P.

Represents securities held directly by JCF IV Coinvest JCAP L.P.

The general partner of each of J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd, including J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P.

The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or is or was the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

On August 22, 2025, in connection with an internal reorganization, J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. contributed 13,492,856 and 30,228,952 shares of common stock of the Issuer, respectively, for no consideration, to JCF IV JCAP Holding L.P. The shares held by JCF IV JCAP Holding L.P. are subject to a lock-up agreement with the underwriters for the Issuer's recent initial public offering. The reorganization did not involve any purchase or sale of Issuer securities or other disposition of Issuer securities for value. The Reporting Persons are filing this exit Form 4 to report that they are no longer beneficial owners of securities of the Issuer. JCF IV JCAP Holding L.P. and certain of its affiliates are separately filing a Form 3.

Represents securities held directly by J.C. Flowers IV L.P.

Represents securities held directly by JCF IV Coinvest JCAP L.P.

Represents securities held directly by J.C. Flowers IV L.P.

The general partner of each of J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd, including J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P.

The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Represents the sale to the underwriters for the Issuer's IPO, as described in the Prospectus.

Represents securities held directly by JCF IV Coinvest JCAP L.P.

The general partner of each of J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. is JCF Associates IV L.P. The general partner of JCF Associates IV L.P. is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd, including J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P.

The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Represents the exempt acquisition of shares of Common Stock, including restricted shares of Common Stock, in the Reorganization that occurred prior to the Issuer's initial public offering ("IPO"), as described in the Rule 424(b)(4) prospectus for the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 27, 2025 (the "Prospectus").