Jefferson Capital (JCAP) Registration Filing summary

Management team and governance

• Board initially consists of seven directors, with staggered three-year terms across three classes.

• JCF Stockholders have the right to designate up to four directors as long as they hold at least 50% of outstanding common stock, with decreasing representation as their ownership declines.

• JCF Stockholders retain exclusive rights to fill vacancies for their designated directors and to have a representative on each board committee, subject to independence requirements.

• The company will utilize all available “controlled company” exceptions to stock exchange governance standards unless waived by JCF Stockholders.

• Certain major corporate actions require JCF Stockholder consent as long as they hold at least 10% of common stock.

Offering details and pricing

• The offering consists of 625,000 shares sold by the company and 9,375,000 shares sold by selling stockholders, with an additional 1,500,000 shares available as an option for underwriters.

• Jefferies LLC and Keefe, Bruyette & Woods, Inc. act as joint lead underwriters and representatives.

• Up to 5% of the firm shares are reserved for a directed share program for eligible directors, officers, employees, and business partners.

• Shares are to be listed on the Nasdaq Global Select Market, subject to official notice of issuance.

Underwriters and syndicate

• The underwriting syndicate includes Jefferies LLC, Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, Raymond James & Associates, Truist Securities, Capital One Securities, DNB Markets, Regions Securities, Synovus Securities, FHN Financial Securities, and ING Financial Markets.

• Underwriters have standard indemnification and contribution rights, and the agreement includes customary lock-up provisions for the company and selling stockholders.