Form 8-K

8-K — Jefferies Financial Group Inc.

Accession: 0000096223-26-000028

Filed: 2026-09-28

Period: 2026-09-28

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-20260928.htm (Primary)

EX-99 (jfgpressrelease8312026.htm)

GRAPHIC — JEFFERIES LOGO (jefferies_logoxblackx72dpia.jpg)

GRAPHIC — LINE (linejpega.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: jef-20260928.htm · Sequence: 1

jef-20260928

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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): September 28, 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 September 28, 2026, we issued a press release containing financial results for our quarter and nine months ended August 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 Nine Months ended August 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: September 28, 2026

JEFFERIES FINANCIAL GROUP INC.

By: /s/ Michael J. Sharp

Name: Michael J. Sharp

Title: Executive Vice President and General Counsel

EX-99

Filename: jfgpressrelease8312026.htm · Sequence: 2

Document

FOR MORE INFORMATION

Jonathan Freedman 212.778.8913

For Immediate Release

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

September 28, 2026

Jefferies Announces Third Quarter 2026 Financial Results

Quarterly Record Investment Banking and Equities Net Revenues

Q3 Financial Highlights

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

3Q26 3Q25 2026 2025

Net earnings attributable to common shareholders $ 260,578 $ 223,986 $ 639,666 $ 439,912

Diluted earnings per voting common share $ 1.08 $ 1.01 $ 2.79 $ 1.98

Return on adjusted tangible shareholders' equity1

13.5 % 13.6 % 12.9 % 9.3 %

Total net revenues $ 2,221,934 $ 2,047,432 $ 6,445,515 $ 5,274,898

Investment banking net revenues $ 1,331,423 $ 1,135,325 $ 3,555,536 $ 2,602,324

Capital markets net revenues $ 802,178 $ 723,382 $ 2,380,226 $ 2,125,821

Asset management net revenues $ 85,635 $ 176,882 $ 493,615 $ 523,218

Pre-tax earnings $ 351,038 $ 331,815 $ 878,803 $ 617,781

Book value per common share17

$ 46.55 $ 50.60 $ 46.55 $ 50.60

Adjusted tangible book value per fully diluted share3

$ 35.21 $ 33.38 $ 35.21 $ 33.38

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 November 25, 2026 to record holders of Jefferies common shares on November 16, 2026.

During the quarter, we repurchased 1.3 million shares of common stock for $70 million, or an average price of $52.34 per share. Year to date, we repurchased 8.3 million shares of common stock for $441 million, or an average price of $53.25 per share. Our Board of Directors has increased our share buyback authorization back to $250 million for future repurchases.

Management Comments

"Our third quarter net revenues were $2.22 billion, net earnings attributable to common shareholders were $261 million, diluted earnings per voting common share were $1.08 and return on adjusted tangible shareholders' equity was 13.5%, reflecting record quarterly results in Investment Banking and Equities, offset by a more subdued market for Fixed Income and a more challenging backdrop for certain funds in our Asset Management business.

"We believe the results of our third quarter demonstrate the strength and momentum of our business and are a strong foundation on which we can continue to build in future periods. We are very optimistic about the trajectory of Jefferies and our ability to achieve meaningfully higher operating margins and earnings as we complete the sale of Tessellis and continue to wind down the remainder of our legacy merchant banking investments. We are keenly focused on improving the consistency and quality of our earnings.

"Our Investment Banking and Equities businesses continued to gain momentum in the third quarter, driving quarterly record net revenues in Advisory, total Investment Banking, Equities and combined Investment Banking and Capital Markets. These results demonstrate the strength and breadth of our business, as well as the benefits of our long-term investments, and reflect the trust our clients put in us and our ability to serve them globally.

“Investment Banking net revenues were $1.33 billion, up 17% from the prior year quarter, with Advisory delivering a record quarter, up 25% versus last year, and Equity Underwriting up 69%. Our results were driven by a strong market opportunity and continued market share gains. We continue to expand our M&A business, led by strong sponsor-led activity during the quarter particularly in the healthcare, industrials and energy sectors. We are very optimistic about the balance of 2026 and our momentum heading into 2027, supported by the breadth and strength of our current backlog and new business activity.

"Capital Markets net revenues were $802 million, up 11% from the prior year quarter. Equities record quarterly net revenues of $626 million, up 29% from the prior year quarter, were driven by global cash and electronic trading, as well as continued growth in prime services. Our prime services business continues to strengthen its global position as a trusted partner to leading, well-diversified hedge funds, which enhances the quality, consistency and durability of our Equities revenues. Our equity options and structured derivatives businesses also continue to expand in partnership with our investment banking business. Fixed Income net revenues were $176 million, down 26% from the prior year quarter, reflecting ongoing slowness in market activity.

1 Jefferies Financial Group

"Asset management fees and investment return revenues were $34 million compared to the prior year quarter of $84 million, reflecting weaker performance across several fund strategies. We remain confident in the long-term outlook for the business as we continue to reposition the platform by reducing capital allocated to certain existing funds consistent with the strategy we outlined last fall when we announced our intent to acquire and fund a 50% interest in Hildene.

"We are also continuing to expand our strategic alliance with SMBC. As expected, SMBC has increased its equity ownership in Jefferies to approximately 20% to become our largest shareholder. In Japan, our planned joint venture with SMBC represents a significant opportunity to align SMBC and SMBC Nikko’s domestic market expertise and balance sheet strength with Jefferies’ global Equities platform, global client relationships and trading technology. Expected to begin serving clients in January 2027, the joint venture is intended to scale a leading wholesale equities and equity capital markets business in Japan. We expect this to become a template for other ways to work together globally with our partners at SMBC."

Richard Handler, CEO, and Brian Friedman, President

2 Jefferies Financial Group

Financial Summary (Unaudited)

$ in thousands Three Months Ended Nine Months Ended

August 31,

2026

May 31,

2026

August 31,

2025

August 31,

2026

August 31,

2025

Net revenues by source:

Advisory $ 817,823 $ 674,118 $ 655,578 $ 2,019,069 $ 1,511,218

Equity underwriting 305,549 370,691 181,205 982,209 432,091

Debt underwriting 177,072 160,186 249,525 519,116 654,250

Other investment banking 30,979 1,825 49,017 35,142 4,765

Total Investment Banking

1,331,423 1,206,820 1,135,325 3,555,536 2,602,324

Equities 626,154 600,751 486,695 1,785,393 1,421,997

Fixed income 176,024 198,541 236,687 594,833 703,824

Total Capital Markets

802,178 799,292 723,382 2,380,226 2,125,821

Total Investment Banking and Capital Markets Net revenues5

2,133,601 2,006,112 1,858,707 5,935,762 4,728,145

Asset management fees and revenues6

13,285 15,169 15,916 98,364 125,312

Investment return 20,949 31,037 68,026 140,978 112,796

Allocated net interest4

(21,438) (22,935) (18,550) (66,611) (54,915)

Other investments, inclusive of net interest 72,839 164,447 111,490 320,884 340,025

Total Asset Management Net revenues

85,635 187,718 176,882 493,615 523,218

Other 2,698 12,621 11,843 16,138 23,535

Total Net revenues by source $ 2,221,934 $ 2,206,451 $ 2,047,432 $ 6,445,515 $ 5,274,898

Non-interest expenses:

Compensation and benefits $ 1,192,745 $ 1,188,245 $ 1,083,510 $ 3,466,880 $ 2,779,476

Compensation ratio13

53.7 % 53.9 % 52.9 % 53.8 % 52.7 %

Non-compensation expenses $ 678,151 $ 702,657 $ 632,107 $ 2,099,832 $ 1,877,641

Non-compensation ratio13

30.5 % 31.8 % 30.9 % 32.6 % 35.6 %

Total Non-interest expenses $ 1,870,896 $ 1,890,902 $ 1,715,617 $ 5,566,712 $ 4,657,117

Net earnings before income taxes $ 351,038 $ 315,549 $ 331,815 $ 878,803 $ 617,781

Income tax expense $ 86,976 $ 65,571 $ 89,311 $ 205,417 $ 147,033

Income tax rate 24.8 % 20.8 % 26.9 % 23.4 % 23.8 %

Net earnings

$ 264,062 $ 249,978 $ 242,504 $ 673,386 $ 470,748

Net losses attributable to noncontrolling interests (2,740) (5,440) (10,041) (24,038) (24,692)

Preferred stock dividends 6,224 29,184 28,559 57,758 55,528

Net earnings attributable to common shareholders

$ 260,578 $ 226,234 $ 223,986 $ 639,666 $ 439,912

3 Jefferies Financial Group

Results Discussion

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

Nine Months Ended August 31, 2026 Versus August 31, 2025

•Net earnings attributable to common shareholders of $261 million, or $1.08 per diluted earnings per voting common share.

•Return on adjusted tangible shareholders' equity1 of 13.5%.

•Repurchased 1.3 million shares of common stock primarily in the open market for $70 million, or an average price of $52.34 per share.

•We had 189.1 million voting common shares outstanding and 250.9 million common shares outstanding on a fully diluted basis2 at August 31, 2026. Our book value per common share was $46.55 and adjusted tangible book value per fully diluted share3 was $35.21.

•Effective tax rate of 24.8% compared to 26.9% for the prior year quarter.

•Net earnings attributable to common shareholders of $640 million, or $2.79 per diluted earnings per voting common share.

•Return on adjusted tangible shareholders' equity1 of 12.9%.

•Repurchased 8.3 million shares of common stock for $441 million, or an average price of $53.25 per share, including 6.3 million shares of common stock in the open market for $333 million and 2.0 million shares of common stock for $108 million in connection with net-share settlements related to our equity compensation plans.

•Effective tax rate of 23.4% compared to 23.8% for the prior year period.

Investment Banking and Capital Markets

•Investment Banking net revenues from combined Advisory and Underwriting totaling $1.30 billion reflect our best quarterly results ever and were 20% higher than the prior year quarter.

•Advisory net revenues of $818 million reflect our best quarter on record and were 25% higher than the prior year quarter, driven by market share gains across multiple sectors.

•Underwriting net revenues of $483 million were 12% higher than the prior year quarter, primarily driven by market share gains and increased activity in Equity underwriting across most sectors. Debt underwriting decreased compared to the prior year quarter primarily due to lower industry volumes.

•Capital Markets net revenues of $802 million were 11% higher compared to the prior year quarter.

•Equities net revenues increased 29%, 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, equity options and corporate derivatives. Additionally, our prime services business continues to expand.

•Fixed Income net revenues decreased 26% from the prior year quarter, due to ongoing lower industry volumes.

•Investment Banking net revenues from Advisory and Underwriting totaling $3.52 billion reflect record nine-month year-to-date results and were 36% higher than the prior year period.

•Advisory net revenues of $2.02 billion reflect record nine-month year-to-date results and were 34% higher than the prior year period, driven by market share gains and increased overall market opportunity.

•Underwriting net revenues of $1.50 billion were 38% higher than the prior year period, primarily driven by market share gains and increased activity in Equity underwriting across most sectors. Debt underwriting decreased compared to prior year on slightly lower market opportunity.

•Capital Markets net revenues of $2.38 billion reflect record nine-month year-to-date results and were 12% higher compared to the prior year period.

•Equities net revenues increased 26%, marking our highest nine-month year-to-date results on record, primarily due to higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading, equity options, convertibles, and corporate derivatives. Additionally, our prime services business continues to expand.

•Fixed Income net revenues decreased 15% from the prior year period, as strong performance in our municipal securities, distressed and emerging markets businesses was more than offset by lower results from several other businesses, including our securitized products business, which includes a mark-to-market loss associated with Market Financial Solutions.

Asset Management

•Asset Management fees and revenues and investment return of $34 million were lower than the prior year quarter, primarily driven by weaker performance from across several fund strategies, including Point Bonita.

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

•Asset Management fees and revenues and investment return of $239 million were flat from the prior year period, as improved performance across several fund strategies, particularly those with a long-equity bias, were offset by a decline in performance across several other funds, including Point Bonita.

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

Non-interest Expenses

•Compensation and benefits expense as a percentage of Net revenues was 54%, compared to 53% 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 33%, compared to 36% for the prior year period.

* * * *

4 Jefferies Financial Group

Amounts herein pertaining to August 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 nine months ended August 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 October 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 August 31, Nine Months Ended August 31,

2026 2025 2026 2025

Revenues

Investment banking $ 1,303,833 $ 1,088,197 $ 3,531,742 $ 2,606,976

Principal transactions 468,655 486,893 1,444,819 1,232,630

Commissions and other fees 392,932 325,178 1,161,150 966,711

Asset management fees and revenues 9,869 13,079 87,019 118,563

Interest 922,999 846,894 2,590,080 2,570,090

Other 132,510 147,433 405,450 379,883

Total revenues 3,230,798 2,907,674 9,220,260 7,874,853

Interest expense 1,008,864 860,242 2,774,745 2,599,955

Net revenues 2,221,934 2,047,432 6,445,515 5,274,898

Non-interest expenses

Compensation and benefits 1,192,745 1,083,510 3,466,880 2,779,476

Brokerage and clearing fees 139,475 121,164 420,053 360,345

Underwriting costs 31,858 20,332 90,099 52,703

Technology and communications 173,235 157,171 495,953 442,844

Occupancy and equipment rental 34,713 32,908 103,072 93,818

Business development 83,000 78,999 247,530 231,360

Professional services 88,652 73,329 264,303 223,563

Depreciation and amortization 43,282 53,230 147,475 136,471

Cost of sales 22,922 34,430 84,095 118,959

Other expenses 61,014 60,544 247,252 217,578

Total non-interest expenses 1,870,896 1,715,617 5,566,712 4,657,117

Earnings before income taxes 351,038 331,815 878,803 617,781

Income tax expense 86,976 89,311 205,417 147,033

Net earnings 264,062 242,504 673,386 470,748

Net losses attributable to noncontrolling interests (2,740) (10,041) (24,038) (24,692)

Preferred stock dividends 6,224 28,559 57,758 55,528

Net earnings attributable to common shareholders $ 260,578 $ 223,986 $ 639,666 $ 439,912

6 Jefferies Financial Group

Financial Data and Metrics (Unaudited)

Three Months Ended Nine Months Ended

August 31,

2026

May 31,

2026

August 31,

2025

August 31,

2026

August 31,

2025

Other Data:

Number of trading days 64 63 63 188 187

Number of trading loss days7

7 0 3 8 20

Average VaR (in millions)8

$ 10.38 $ 10.31 $ 10.45 $ 10.16 $ 11.81

In millions, except other data

August 31,

2026

May 31,

2026

August 31,

2025

Financial position:

Total assets $ 81,278 $ 79,540 $ 69,320

Cash and cash equivalents 16,884 14,315 11,458

Financial instruments owned 27,283 28,038 26,117

Level 3 financial instruments owned9

891 839 803

Goodwill and intangible assets, net14

1,972 1,974 2,052

Total equity 10,728 10,607 10,501

Total shareholders' equity 10,690 10,567 10,439

Tangible shareholders' equity10

8,718 8,593 8,387

Other data and financial ratios:

Leverage ratio11

7.6 7.5 6.6

Tangible gross leverage ratio12

9.1 9.0 8.0

Number of employees at period end 7,065 7,371 7,866

Number of employees excluding Tessellis and Stratos at period end 6,585 6,236 6,206

7 Jefferies Financial Group

Components of Numerators and Denominators for Earnings Per Common Share

$ in thousands, except per share amounts Three Months Ended

August 31, 2026 Nine Months Ended

August 31, 2026

Voting Non-Voting Voting Non-Voting

Basic earnings per share:

Numerator

Allocation of distributed earnings (cash dividends paid) $ 80,482 $ 16,232 $ 251,820 $ 19,930

Allocation of undistributed earnings 142,162 21,702 348,886 19,030

Net earnings $ 222,644 $ 37,934 $ 600,706 $ 38,960

Denominator

Weighted average common shares outstanding 191,147 30,293 199,269 11,353

Weighted average shares of restricted stock outstanding with future service required (2,058) — (2,095) —

Weighted average RSUs outstanding with no future service required 9,348 — 10,958 —

Number of shares used in per share computation 198,437 30,293 208,132 11,353

Basic earnings per share16

$ 1.12 $ 1.25 $ 2.89 $ 3.43

Diluted earnings per share:

Numerator

Allocation of total earnings for basic computation 222,644 37,934 600,706 38,960

Reallocation of total earnings as a result of conversion of preferred shares to non-voting shares — 6,224 — 57,706

Net earnings 222,644 44,158 600,706 96,666

Denominator

Number of shares used in basic computation 198,437 30,293 208,132 11,353

Weighted average effect of dilutive securities:

Add: Conversion of preferred share to non-voting shares outstanding — 8,688 — 21,271

Add: Stock options and other share-based awards 5,210 — 4,900 —

Add: Senior executive compensation plan restricted stock unit awards 2,698 — 2,499 —

Number of shares used in per share computation 206,345 38,981 215,531 32,624

Diluted earnings per share16

$ 1.08 $ 1.13 $ 2.79 $ 2.96

$ in thousands, except per share amounts Three Months Ended

August 31, 2025 Nine Months Ended

August 31, 2025

Numerator for earnings per common share:

Net earnings $ 242,504 $ 470,748

Less: Net losses attributable to noncontrolling interests (10,041) (24,692)

Allocation of earnings to participating securities (28,559) (55,528)

Net earnings attributable to common shareholders for basic earnings per share $ 223,986 $ 439,912

Net earnings attributable to common shareholders for diluted earnings per share $ 223,986 $ 439,912

Denominator for earnings per common share:

Weighted average common shares outstanding 206,272 206,191

Weighted average shares of restricted stock outstanding with future service required (2,224) (2,259)

Weighted average restricted stock units outstanding with no future service required 11,245 11,045

Weighted average basic common shares 215,293 214,977

Stock options and other share-based awards 4,643 4,915

Senior executive compensation plan restricted stock unit awards 2,779 2,647

Weighted average diluted common shares 222,715 222,539

Earnings per common share:

Basic $ 1.04 $ 2.05

Diluted $ 1.01 $ 1.98

8 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

August 31, Nine Months Ended

August 31,

2026

2025

2026

2025

Net earnings attributable to common shareholders (GAAP) $ 260,578 $ 223,986 $ 639,666 $ 439,912

Intangible amortization and impairment expense, net of tax15

1,602 9,163 46,754 22,053

Adjusted net earnings attributable to common shareholders (non-GAAP) 262,180 233,149 686,420 461,965

Preferred stock dividends 6,224 28,559 57,758 55,528

Adjusted net earnings to total shareholders (non-GAAP) $ 268,404 $ 261,708 $ 744,178 $ 517,493

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

$ 1,073,616 $ 1,046,832 $ 992,237 $ 689,991

May 31, November 30,

2026 2025

2025

2024

Shareholders' equity (GAAP) $ 10,566,996 $ 10,305,025 $ 10,574,696 $ 10,156,772

Less: Goodwill and intangible assets, net (1,974,240) (2,060,019) (2,040,147) (2,054,310)

Less: Deferred tax asset, net (516,550) (502,033) (459,052) (497,590)

Less: Weighted average impact of dividends and share repurchases

(108,468) (66,561) (385,750) (208,901)

Adjusted tangible shareholders' equity (non-GAAP) $ 7,967,738 $ 7,676,412 $ 7,689,747 $ 7,395,971

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

13.5 % 13.6 % 12.9 % 9.3 %

9 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 August 31, 2026 August 31, 2025

Book value (GAAP) $ 10,690,162 $ 10,438,724

Stock options(1)

114,939 114,939

Goodwill and intangible assets, net(2)

(1,972,162) (2,052,740)

Adjusted tangible book value (non-GAAP) $ 8,832,939 $ 8,500,923

Voting common shares outstanding (GAAP) 189,079 206,280

Non-voting common shares outstanding (GAAP) 40,579 —

Preferred shares — 27,563

Restricted stock units ("RSUs") 14,369 14,214

Stock options(1)

5,065 5,065

Other 1,793 1,587

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

250,885 254,709

Book value per common share outstanding $ 46.55 $ 50.60

Adjusted tangible book value per fully diluted share outstanding (non-GAAP) $ 35.21 $ 33.38

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

10 Jefferies Financial Group

Notes

1.Return on adjusted tangible shareholders' equity and Adjusted return on adjusted tangible shareholders' equity represent a non-GAAP financial measures and are based on full year or annualized amounts. Refer to schedule on page 9 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 10 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 10 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 nine months ended August 31, 2026.

16.As a result of the timing of SMBC’s conversion of 55,125 shares of preferred stock for shares of Jefferies’ non-voting common stock and the exchange of 3.8 million shares of Jefferies’ voting common stock for non-voting common stock during the third quarter of 2026, basic and diluted earnings per share differ between the voting and non-voting common shares. Because non-voting shares were outstanding for only a portion of the three and nine month periods, their weighted average share count amplified the impact of distributed dividends, and accordingly, the non-voting common shares reflect higher earnings per share than the voting common shares, despite both classes having identical dividend rates.

17.Book value per common share as of August 31, 2026 was lower compared with August 31, 2025, primarily due to the inclusion of non-voting common shares issued in connection with SMBC’s conversion of preferred shares to non-voting common shares during the third quarter of 2026.

11 Jefferies Financial Group

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