Sec Form 3 Filing - Realov Christo Dimitrov @ Jefferson Capital, Inc. / DE - 2025-06-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Realov Christo Dimitrov
2. Issuer Name and Ticker or Trading Symbol
Jefferson Capital, Inc. / DE [ JCAP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEE REMARKS
(Last) (First) (Middle)
C/O JEFFERSON CAPITAL, INC., 600 SOUTH HIGHWAY 169, SUITE 1575
3. Date of Earliest Transaction (MM/DD/YY)
06/26/2025
(Street)
MINNEAPOLIS, MN55426
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) 107,881 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 17.53 ( 3 ) ( 2 ) 06/25/2035 Common Stock 51,758 D
Stock Option (right to buy) $ 23.57 ( 3 ) ( 2 ) 06/25/2035 Common Stock 51,758 D
Stock Option (right to buy) $ 29.61 ( 3 ) ( 2 ) 06/25/2035 Common Stock 51,758 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Realov Christo Dimitrov
C/O JEFFERSON CAPITAL, INC.
600 SOUTH HIGHWAY 169, SUITE 1575
MINNEAPOLIS, MN55426
SEE REMARKS
Signatures
/s/ Matthew J. Pfohl, as Attorney-in-Fact, for Christo Dimitrov Realov 06/26/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 17,906 shares of restricted common stock that are subject to forfeiture and vest as to 8,953 shares on each of September 7, 2025 and September 7, 2026, (ii) 9,173 shares of restricted common stock that are subject to forfeiture and vest as to 1/5th of the shares on each of December 12, 2025, 2026, 2027, 2028 and 2029, and (iii) 53,942 shares of restricted common stock that are subject to forfeiture and vest as to 1/3rd of the shares on each anniversary for three years from the June 25, 2025 grant date, in each case, subject to continued service through the vest date.
( 2 )The stock options vests as to 1/5th of the shares on each of December 12, 2025, 2026, 2027, 2028 and 2029, subject to continued service through the vest date.
( 3 )Determined based on the distribution threshold of certain Class B units, as adjusted for distributions paid per unit since grant date, that were cancelled in the Reorganization (described in the Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on June 13, 2025) multiplied by the exchange ratio for the Reorganization.

Remarks:
Officer Title: Chief Financial Officer and Treasurer. Exhibit List: Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.