UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2025, the Board of Directors of Jefferson Capital, Inc. (the “Company”) approved and ratified 2025 annual cash bonuses to Messrs. Burton and Zellmann for the year ended December 31, 2025 at 100% of Mr. Burton’s and 86% of Mr. Zellmann’s respective target annual bonus based on the Company’s performance for 2025. In addition, the performance-based commissions payable to Ms. Person for the fourth quarter were determined to be an amount equal to $97,872.
The other compensation for the named executive officers for the year ended December 31, 2025 was previously reported by the Company in the Summary Compensation Table included in the Company’s prospectus filed with the Securities and Exchange Commission on January 5, 2026 pursuant to Rule 424(b) under the Securities Act of 1933 (the “Prospectus”), relating to the Company’s Registration Statement on Form S-1 (No. 333-292576). However, as of the date of the Prospectus, 2025 annual cash bonuses for Messrs. Burton and Zellmann and the fourth quarter performance-based commissions for Ms. Person had not yet been determined, and therefore such amounts were omitted from the Summary Compensation Table for 2025.
In accordance with Instruction 1 to Item 402(n)(2)(iii) and (iv) of Regulation S-K, the Company is including in this Current Report on Form 8-K the annual performance cash bonuses for 2025 for Messrs. Burton and Zellmann and the aggregate performance-based commissions for Ms. Person in its 2025 Summary Compensation Table originally filed with the Prospectus. The table below updates the previously reported Summary Compensation Table by reflecting the annual cash bonuses paid to each of Messrs. Burton and Zellmann with respect to 2025 and Ms. Person’s aggregate performance-based commissions (including the fourth quarter performance-based commissions of $97,782 earned by Ms. Person), and restating each named executive officer’s total compensation amount for 2025.
| Name and Principal Position | Year | Non-Equity Incentive Plan Compensation ($) | Total ($) | |||||||||
| David Burton President and Chief Executive Officer | 2025 | 382,884 | 3,795,973 | |||||||||
| Mark Zellmann President of U.S. Business Lines | 2025 | 247,202 | 1,062,184 | |||||||||
| Penelope Person Chief Commercial Officer | 2025 | 208,864 | 633,060 | |||||||||
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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: March 17, 2026 | ||
| By: | /s/ Christo Realov | |
| Name: | Christo Realov | |
| Title: | Chief Financial Officer | |
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