Form 8-K

8-K — Jefferies Financial Group Inc.

Accession: 0000096223-26-000021

Filed: 2026-06-24

Period: 2026-06-24

CIK: 0000096223

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — jef-20260624.htm (Primary)

EX-99 (jfgpressrelease5312026.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: jef-20260624.htm · Sequence: 1

jef-20260624

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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

Date of Report (date of earliest event reported): June 24, 2026

________________________________

JEFFERIES FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

________________________________

New York 001-05721 13-2615557

(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

520 Madison Avenue New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 284-2300

(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 (see General Instruction A.2. below):

☐ 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(s) Name of each exchange on which registered

Voting Common Shares, par value $1 per share JEF New York Stock Exchange

4.850% Senior Notes Due 2027 JEF 27A New York Stock Exchange

5.875% Senior Notes Due 2028 JEF 28 New York Stock Exchange

5.125% Senior Notes Due 2031 JEF 31 New York Stock Exchange

2.750% Senior Notes Due 2032 JEF 32A New York Stock Exchange

6.200% Senior Notes Due 2034 JEF 34 New York Stock Exchange

5.500% Senior Notes Due 2036 JEF 36 New York Stock Exchange

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 ☐

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 2.02. Results of Operations and Financial Condition

On June 24, 2026, we issued a press release containing financial results for our quarter and six months ended May 31, 2026. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information provided in this Item 2.02, including the exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No. Description

Press Release of Jefferies Financial Group Inc. - Quarter and Six Months ended May 31, 2026 Results

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: June 24, 2026

JEFFERIES FINANCIAL GROUP INC.

By: /s/ Michael J. Sharp

Name: Michael J. Sharp

Title: Executive Vice President and General Counsel

EX-99

Filename: jfgpressrelease5312026.htm · Sequence: 2

Document

FOR MORE INFORMATION

Jonathan Freedman 212.778.8913

For Immediate Release

NEW YORK — Jefferies Financial Group Inc. (NYSE: JEF)

June 24, 2026

Jefferies Announces Second Quarter 2026 Financial Results

Quarterly Record Combined Investment Banking Advisory and Underwriting Net Revenues,

as well as Quarterly Record Equities Net Revenues

Q2 Financial Highlights

$ in thousands, except per share amounts Quarter End Year-to-Date

2Q26 2Q25 2026 2025

Net earnings attributable to common shareholders $ 226,234 $ 88,017 $ 382,161 $ 215,955

Diluted earnings per voting common share $ 1.02 $ 0.40 $ 1.70 $ 0.97

Return on adjusted tangible shareholders' equity1

12.8 % 5.5 % 12.2 % 6.9 %

Total net revenues $ 2,206,451 $ 1,634,447 $ 4,223,581 $ 3,227,466

Investment banking net revenues $ 1,206,820 $ 766,307 $ 2,224,113 $ 1,466,999

Capital markets net revenues $ 799,292 $ 704,155 $ 1,578,048 $ 1,402,439

Asset management net revenues $ 187,718 $ 154,621 $ 407,980 $ 346,336

Pre-tax earnings $ 315,549 $ 134,901 $ 527,765 $ 285,966

Book value per common share $ 51.95 $ 49.96 $ 51.95 $ 49.96

Adjusted tangible book value per fully diluted share3

$ 34.55 $ 32.84 $ 34.55 $ 32.84

Quarterly Cash Dividend and Stock Buyback Activity

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.40 per Jefferies common share, payable on August 28, 2026 to record holders of Jefferies common shares on August 18, 2026.

During the quarter, we repurchased 4.0 million shares of common stock for $197 million, or an average price of $49.83 per share. Our Board of Directors has increased our share buyback authorization back to a total of $250 million.

Management Comments

"Our strong second quarter net revenues of $2.21 billion, net earnings attributable to common shareholders of $226 million, diluted earnings per voting common share of $1.02 and return on adjusted tangible shareholders' equity of 12.8% reflect the momentum and market position we have been building at Jefferies.

"The continued acceleration in our core businesses during the second quarter drove record first half net revenues in Advisory, total Investment Banking, Equities, total Capital Markets and combined Investment Banking and Capital Markets. We expect to build further on this momentum in coming periods.

“Investment Banking net revenues were $1.21 billion, up 57% from the prior year quarter. Growth was driven by continued market share gains and a growing addressable market in our Advisory and Equity Underwriting businesses and represent a balanced performance, as no single outsized fee drove our results. We continue to make progress in building our corporate M&A business, while staying focused on our historical areas of strength in sponsor-led activity and had very strong performance during the quarter with corporates particularly in the healthcare, industrials and energy sectors. The new issue market remains resilient. We continue to be optimistic about the second half of 2026, given the strength of our current backlog and new business bookings.

"Capital Markets net revenues were $799 million, up 14% from the prior year quarter. Equities delivered record net revenues of $601 million, up 14% from the prior year quarter. Our continued growth in Equities is being driven by market share gains in cash and electronic trading in EMEA, Asia and the Americas, as well as growth in prime services where we have become an increasingly important strategic partner to some of the most significant, well diversified, hedge funds in the world. While the growth of client-related prime brokerage balances has added to our overall balance sheet size, it has added a layer of high quality, consistent revenues that supports a more durable earnings profile. Additionally, our equity derivatives business continues to expand in sync with our investment banking business, and has allowed Jefferies to support some of our corporate clients' most important transactions with strategic derivative solutions. The shape and scale of growth in our Equities business is translating to higher overall equities operating margins after we invested the past few years in infrastructure to support meaningfully larger global volumes. Fixed Income net revenues were $199 million, up 12%, from the prior year quarter, reflecting strong performance in our distressed, municipal and emerging markets businesses.

1 Jefferies Financial Group

"Asset management fees and investment return revenues were $46 million, down 35% compared to the prior year quarter due to weaker performance across several fund strategies, as well as the impact of our strategy to reposition the business by reducing capital allocated to certain funds in line with the announcement we made last fall when we disclosed our intent to acquire 50% of Hildene. In the short term, this has resulted in modestly lower investment return until we close our investment in Hildene, which we are targeting to complete in our third quarter, and should be immediately accretive to results."

Richard Handler, CEO, and Brian Friedman, President

2 Jefferies Financial Group

Financial Summary (Unaudited)

$ in thousands Three Months Ended Six Months Ended

May 31,

2026

February 28,

2026

May 31,

2025

May 31,

2026

May 31,

2025

Net revenues by source:

Advisory $ 674,118 $ 527,128 $ 457,860 $ 1,201,246 $ 855,640

Equity underwriting 370,691 305,969 122,366 676,660 250,886

Debt underwriting 160,186 181,858 205,363 342,044 404,725

Other investment banking 1,825 2,338 (19,282) 4,163 (44,252)

Total Investment Banking

1,206,820 1,017,293 766,307 2,224,113 1,466,999

Equities 600,751 558,488 526,244 1,159,239 935,302

Fixed income 198,541 220,268 177,911 418,809 467,137

Total Capital Markets

799,292 778,756 704,155 1,578,048 1,402,439

Total Investment Banking and Capital Markets Net revenues5

2,006,112 1,796,049 1,470,462 3,802,161 2,869,438

Asset management fees and revenues6

15,169 69,910 20,766 85,079 109,396

Investment return 31,037 88,992 50,404 120,029 44,770

Allocated net interest4

(22,935) (22,238) (19,144) (45,173) (36,365)

Other investments, inclusive of net interest 164,447 83,598 102,595 248,045 228,535

Total Asset Management Net revenues

187,718 220,262 154,621 407,980 346,336

Other 12,621 819 9,364 13,440 11,692

Total Net revenues by source $ 2,206,451 $ 2,017,130 $ 1,634,447 $ 4,223,581 $ 3,227,466

Non-interest expenses:

Compensation and benefits $ 1,188,245 $ 1,085,890 $ 854,839 $ 2,274,135 $ 1,695,966

Compensation ratio13

53.9 % 53.8 % 52.3 % 53.8 % 52.5 %

Non-compensation expenses $ 702,657 $ 719,024 $ 644,707 $ 1,421,681 $ 1,245,534

Non-compensation ratio13

31.8 % 35.6 % 39.4 % 33.7 % 38.6 %

Total Non-interest expenses $ 1,890,902 $ 1,804,914 $ 1,499,546 $ 3,695,816 $ 2,941,500

Net earnings before income taxes $ 315,549 $ 212,216 $ 134,901 $ 527,765 $ 285,966

Income tax expense $ 65,571 $ 52,870 $ 43,506 $ 118,441 $ 57,722

Income tax rate 20.8 % 24.9 % 32.3 % 22.4 % 20.2 %

Net earnings

$ 249,978 $ 159,346 $ 91,395 $ 409,324 $ 228,244

Net losses attributable to noncontrolling interests (5,440) (15,858) (7,668) (21,298) (14,651)

Preferred stock dividends 29,184 19,504 11,046 48,461 26,940

Net earnings attributable to common shareholders

$ 226,234 $ 155,700 $ 88,017 $ 382,161 $ 215,955

3 Jefferies Financial Group

Results Discussion

Three Months Ended May 31, 2026 Versus May 31, 2025

Six Months Ended May 31, 2026 Versus May 31, 2025

•Net earnings attributable to common shareholders of $226 million.

•Diluted earnings per voting common share of $1.02.

•Return on adjusted tangible shareholders' equity1 of 12.8%.

•Repurchased 4.0 million shares of common stock for $197 million, at an average price of $49.83 per share, including 2.5 million shares of common stock in the open market for $121 million and 1.5 million shares of common stock for $76 million in connection with net-share settlements related to our equity compensation plans.

•We had 194.1 million voting common shares outstanding and 252.0 million common shares outstanding on a fully diluted basis2 at May 31, 2026. Our book value per common share was $51.95 and adjusted tangible book value per fully diluted share3 was $34.55.

•Effective tax rate of 20.8% compared to 32.3% for the prior year quarter. The lower rate was primarily from investment tax credits and lower state and local taxes.

•Net earnings attributable to common shareholders of $382 million.

•Diluted earnings per voting common share of $1.70.

•Return on adjusted tangible shareholders' equity1 of 12.2%.

•Repurchased 7.0 million shares of common stock for $372 million, at an average price of $53.42 per share, including 5.0 million shares of common stock in the open market for $265 million and 2.0 million shares of common stock for $107 million in connection with net-share settlements related to our equity compensation plans.

•Effective tax rate of 22.4% compared to 20.2% for the prior year period. The lower rate last year was primarily driven by the partial resolution of certain state and local tax matters in the prior year period.

Investment Banking and Capital Markets

•Investment Banking net revenues from combined Advisory and Underwriting totaling $1.20 billion reflect our best quarterly results ever and were 53% higher than the prior year quarter.

•Advisory net revenues of $674 million reflect our best quarter on record and were 47% higher than the prior year quarter, driven by market share gains and increased deal volumes.

•Underwriting net revenues of $531 million were 62% higher than the prior year quarter, primarily driven by market share gains and increased activity in Equity underwriting across most sectors. Debt underwriting remained solid but decreased compared to the prior year quarter primarily due to lower deal values and lower origination of asset-backed securities.

•Capital Markets net revenues of $799 million were 14% higher compared to the prior year quarter.

•Equities net revenues increased 14%, marking our strongest quarter on record, primarily due to higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading. Additionally, prime services continues to expand.

•Fixed Income net revenues increased 12% from the prior year quarter, primarily driven by strong performance in our distressed, municipal securities and emerging markets businesses.

•Investment Banking net revenues from Advisory and Underwriting totaling $2.22 billion reflect our best first-half year results ever and were 47% higher than the prior year period.

•Advisory net revenues of $1.20 billion reflect our best first-half year results ever and were 40% higher than the prior year period, driven by market share gains and increased overall market opportunity.

•Underwriting net revenues of $1.02 billion were 55% higher than the prior year period, primarily driven by market share gains and increased activity in Equity underwriting across several sectors and is reflective of a stronger issuance market. Debt underwriting remained strong but decreased compared to the prior year period primarily due to lower deal values.

•Capital Markets net revenues of $1.58 billion reflect our best first-half year results ever and were 13% higher compared to the prior year period.

•Equities net revenues increased 24%, marking our highest first-half year results on record, primarily due to higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading. Additionally, prime services continues to expand. Our equity options, convertibles, and corporate derivatives businesses also produced strong results.

•Fixed Income net revenues decreased 10% from the prior year period and current year results include a mark-to-market loss associated with Market Financial Solutions.

Asset Management

•Asset Management fees and revenues and investment return of $46 million were lower than the prior year quarter.

•Asset management fees and revenues decreased from the prior year quarter, as a result of lower management fees from funds and accounts managed by us, primarily Point Bonita, as well as funds and accounts managed by our strategic affiliates.

•Investment return decreased from the prior year quarter, as strong performance from strategies with a long equity bias was offset by lower performance across other fund strategies and the impact of reduced capital allocated to certain funds based on our strategy to reposition the business.

•Asset Management fees and revenues and investment return of $205 million were meaningfully higher than the prior year period.

•Asset management fees and revenues were lower compared to the prior year period, as a result of higher performance fees from funds and accounts managed by our strategic affiliates, offset by lower performance fees largely associated with Point Bonita.

•Investment return increased significantly from the prior year period due to improved performance across several fund strategies, particularly those with a long-equity bias.

4 Jefferies Financial Group

Non-interest Expenses

•Compensation and benefits expense as a percentage of Net revenues was 54%, compared to 52% for the prior year quarter.

•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication expenses. Non-compensation expenses as a percentage of Net revenues decreased to 32%, compared to 39% for the prior year quarter.

•Compensation and benefits expense as a percentage of Net revenues was 54%, compared to 53% for the prior year period.

•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication and business development expenses. In addition, other expenses were higher primarily due to the write-down of goodwill associated with the expected sale of Tessellis. Non-compensation expenses as a percentage of Net revenues decreased to 34%, compared to 39% for the prior year period.

* * * *

Amounts herein pertaining to May 31, 2026 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the three and six months ended May 31, 2026 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC, which we expect to file on or about July 9, 2026.

This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” "would," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements may also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.

Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

5 Jefferies Financial Group

Consolidated Statements of Earnings (Unaudited)

$ in thousands, except per share amounts

Three Months Ended May 31, Six Months Ended May 31,

2026 2025 2026 2025

Revenues

Investment banking $ 1,209,625 $ 789,269 $ 2,227,909 $ 1,518,779

Principal transactions 488,666 338,507 976,164 745,737

Commissions and other fees 400,614 353,233 768,218 641,533

Asset management fees and revenues 9,788 20,076 77,150 105,484

Interest 853,962 878,025 1,667,081 1,723,196

Other 155,542 115,205 272,940 232,450

Total revenues 3,118,197 2,494,315 5,989,462 4,967,179

Interest expense 911,746 859,868 1,765,881 1,739,713

Net revenues 2,206,451 1,634,447 4,223,581 3,227,466

Non-interest expenses

Compensation and benefits 1,188,245 854,839 2,274,135 1,695,966

Brokerage and clearing fees 147,446 129,745 280,578 239,181

Underwriting costs 26,858 14,525 58,241 32,371

Technology and communications 162,860 146,198 322,718 285,673

Occupancy and equipment rental 34,499 30,711 68,359 60,910

Business development 89,108 80,070 164,530 152,361

Professional services 98,707 77,768 175,651 150,234

Depreciation and amortization 47,328 52,253 104,193 83,241

Cost of sales 31,253 42,961 61,173 84,529

Other expenses 64,598 70,476 186,238 157,034

Total non-interest expenses 1,890,902 1,499,546 3,695,816 2,941,500

Earnings before income taxes 315,549 134,901 527,765 285,966

Income tax expense 65,571 43,506 118,441 57,722

Net earnings 249,978 91,395 409,324 228,244

Net losses attributable to noncontrolling interests (5,440) (7,668) (21,298) (14,651)

Preferred stock dividends 29,184 11,046 48,461 26,940

Net earnings attributable to common shareholders $ 226,234 $ 88,017 $ 382,161 $ 215,955

6 Jefferies Financial Group

Financial Data and Metrics (Unaudited)

Three Months Ended Six Months Ended

May 31,

2026

February 28,

2026

May 31,

2025

May 31,

2026

May 31,

2025

Other Data:

Number of trading days 63 61 63 124 124

Number of trading loss days7

0 1 13 1 17

Average VaR (in millions)8

$ 10.31 $ 9.78 $ 11.89 $ 10.05 $ 12.50

In millions, except other data

May 31,

2026

February 28,

2026

May 31,

2025

Financial position:

Total assets $ 79,540 $ 74,380 $ 67,285

Cash and cash equivalents 14,315 11,963 11,260

Financial instruments owned 28,038 28,079 25,570

Level 3 financial instruments owned9

839 849 763

Goodwill and intangible assets, net14

1,974 1,979 2,060

Total equity 10,607 10,662 10,382

Total shareholders' equity 10,567 10,611 10,305

Tangible shareholders' equity10

8,593 8,632 8,245

Other data and financial ratios:

Leverage ratio11

7.5 7.0 6.5

Tangible gross leverage ratio12

9.0 8.4 7.9

Number of employees at period end 7,371 7,596 7,671

Number of employees excluding Tessellis and Stratos at period end 6,236 6,221 5,949

7 Jefferies Financial Group

Non-GAAP Reconciliations

The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP financial measures. Management believes such non-GAAP financial measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.

Return on Adjusted Tangible Equity Reconciliation

$ in thousands Three Months Ended

May 31, Six Months Ended

May 31,

2026

2025

2026

2025

Net earnings attributable to common shareholders (GAAP) $ 226,234 $ 88,017 $ 382,161 $ 215,955

Intangible amortization and impairment expense, net of tax15

1,682 5,824 48,170 13,093

Adjusted net earnings to common shareholders (non-GAAP) 227,916 93,841 430,331 229,048

Preferred stock dividends 29,184 11,046 48,461 26,940

Adjusted net earnings to total shareholders (non-GAAP) $ 257,100 $ 104,887 $ 478,792 $ 255,988

Adjusted net earnings to total shareholders (non-GAAP)1

$ 1,028,400 $ 419,548 $ 957,584 $ 511,976

February 28, November 30,

2026 2025

2025

2024

Shareholders' equity (GAAP) $ 10,610,845 $ 10,204,228 $ 10,574,696 $ 10,156,772

Less: Goodwill and intangible assets, net (1,978,652) (2,037,906) (2,040,147) (2,054,310)

Less: Deferred tax asset, net (493,427) (507,452) (459,052) (497,590)

Less: Weighted average impact of dividends and share repurchases

(112,340) (67,343) (244,489) (157,540)

Adjusted tangible shareholders' equity (non-GAAP) $ 8,026,426 $ 7,591,527 $ 7,831,008 $ 7,447,332

Return on adjusted tangible shareholders' equity (non-GAAP)1

12.8 % 5.5 % 12.2 % 6.9 %

8 Jefferies Financial Group

Adjusted Tangible Book Value and Fully Diluted Shares Outstanding Reconciliation

Reconciliation of book value (shareholders' equity) to adjusted tangible book value and common shares outstanding to fully diluted shares outstanding:

$ in thousands, except per share amounts May 31, 2026 May 31, 2025

Book value (GAAP) $ 10,566,996 $ 10,305,025

Stock options(1)

114,939 114,939

Goodwill and intangible assets, net(2)

(1,974,240) (2,060,018)

Adjusted tangible book value (non-GAAP) $ 8,707,695 $ 8,359,946

Voting common shares outstanding (GAAP) 194,145 206,272

Non-voting common shares outstanding (GAAP) 9,247 —

Preferred shares 27,563 27,563

Restricted stock units ("RSUs") 14,251 14,099

Stock options(1)

5,064 5,064

Other 1,758 1,566

Adjusted fully diluted shares outstanding (non-GAAP)(3)

252,028 254,564

Book value per common share outstanding $ 51.95 $ 49.96

Adjusted tangible book value per fully diluted share outstanding (non-GAAP) $ 34.55 $ 32.84

(1)

Stock options added to book value are equal to the total number of stock options outstanding as of May 31, 2026 and 2025 of 5.1 million multiplied by the exercise price of $22.69 on May 31, 2026 and 2025.

(2)

Includes goodwill and intangible assets related to Tessellis which were reclassified to assets held for sale during the first quarter of 2026.

(3)

Fully diluted shares outstanding include vested and unvested RSUs as well as the target number of RSUs issuable under the senior executive compensation plans until the performance period is complete. Fully diluted shares outstanding also include all stock options and the impact of convertible preferred shares if-converted to common shares.

9 Jefferies Financial Group

Notes

1.Return on adjusted tangible shareholders' equity represents a non-GAAP financial measure and is based on full year or annualized amounts. Refer to schedule on page 8 for a reconciliation to U.S. GAAP amounts.

2.Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus preferred shares, restricted stock units, stock options and other shares. Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.

3.Adjusted tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.

4.Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to present direct Asset Management revenues. We believe that aggregating Allocated net interest would obscure the revenue results by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods.

5.Allocated net interest is not separately disaggregated for Investment Banking and Capital Markets. This presentation is aligned to our Investment Banking and Capital Markets internal performance measurement.

6.Asset management fees and revenues include management and performance fees from funds and accounts managed by us, revenue from strategic affiliated asset managers where we are entitled to portions their operating revenues and income based on our ownership interests in the affiliates.

7.Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments, excluding certain Other investments.

8.VaR estimates the potential loss in value of trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2025.

9.Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.

10.Tangible shareholders' equity (a non-GAAP financial measure) is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible shareholders' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible shareholders' equity, making these ratios meaningful for investors.

11.Leverage ratio equals total assets divided by total equity.

12.Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and intangible assets divided by tangible shareholders' equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.

13.Compensation ratio equals total compensation expense divided by total net revenues. Non-compensation ratio equals total non-compensation expense divided by total net revenues.

14.Includes goodwill and intangible assets related to Tessellis which were reclassified to assets held for sale during the first quarter of 2026.

15.Includes a $35.5 million after-tax write-down of goodwill associated with Tessellis for the six months ended May 31, 2026.

10 Jefferies Financial Group

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