Jefferson Capital, Inc. / DE

8-K · tm2617059d1_8k.htm iXBRL

0002046042

 2026-06-05
 2026-06-05

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 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

  

  
  
  
  

 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