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
June 5, 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 | ||
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 5, 2026, Jefferson Capital, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 58,380,442 shares of the Company’s common stock (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 94.60% of the Company’s outstanding Common Stock as of the April 10, 2026 record date.
The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2026. The results were as follows:
Item 1 - Election of three Class I director nominees to the Board for a term of office expiring on the date of the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||
| David Burton | 47,404,927 | 9,408,046 | 1,567,469 | |||
| Thomas Harding | 46,566,739 | 10,246,234 | 1,567,469 | |||
| Thomas Lydon, Jr. | 46,727,742 | 10,085,231 | 1,567,469 |
Item 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 58,327,463 | 52,556 | 423 | 0 |
Based on the foregoing votes, each of David Burton, Thomas Harding and Thomas Lydon, Jr. were elected as a Class I director and Item 2 was approved. No other items were presented for shareholder approval at the Meeting.
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: June 8, 2026 | ||
| By: | /s/ Christo Realov | |
| Name: Christo Realov | ||
| Title: Chief Financial Officer | ||