Jefferson Capital (JCAP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, will be held virtually, allowing shareholders to attend and vote online using a unique control number.

• Shareholders of record as of April 10, 2026, are entitled to vote on proposals and participate in the meeting.

• Proxy materials and the 2025 Annual Report are available online, with options for electronic or mailed voting.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I Directors (David Burton, Thomas Harding, Thomas Lydon, Jr.) for terms expiring at the 2029 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026, is on the agenda.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2027 Annual Meeting must be submitted by December 22, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes, with a majority of independent directors.

• Company qualifies as a "controlled company" under Nasdaq rules, with JCF Stockholders holding 53.1% voting power.

• No nominating committee; board is responsible for director selection, with JCF Stockholders having nomination rights.

• Board leadership combines Chairman and CEO roles; John Oros serves as Lead Director.

• Corporate Governance Guidelines, Code of Ethics, and Insider Trading Policy are in place and accessible online.