UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission file number 1-05721

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

New York			13-2615557
(State or other jurisdiction of<br><br>incorporation or organization)			(I.R.S. Employer<br><br>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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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
2.750% Senior Notes Due 2032	JEF 32A	New York Stock Exchange
6.200% Senior Notes Due 2034	JEF 34	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares outstanding of each of the issuer’s classes of common stock at June 30, 2025 was 206,280,221.

Jefferies Financial Group, Inc.

Index to Quarterly Report on Form 10-Q

May 31, 2025

PART I. FINANCIAL INFORMATION
	Page
Item 1. Financial Statements	2
Consolidated Statements of Financial Condition (Unaudited) .........................................................................................................	2
Consolidated Statements of Earnings (Unaudited) ............................................................................................................................	3
Consolidated Statements of Comprehensive Income (Unaudited) ..................................................................................................	4
Consolidated Statements of Changes in Equity (Unaudited) ............................................................................................................	5
Consolidated Statements of Cash Flows (Unaudited) .......................................................................................................................	6
Notes to Consolidated Financial Statements (Unaudited) ................................................................................................................	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...............................................	45
Item 3. Quantitative and Qualitative Disclosures About Market Risk ....................................................................................................	68
Item 4. Controls and Procedures ..................................................................................................................................................................	68
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .............................................................................................................................................................................	69
Item 1A. Risk Factors .....................................................................................................................................................................................	69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ..................................................................................................	69
Item 5. Other Information ..............................................................................................................................................................................	69
Item 6. Exhibits ................................................................................................................................................................................................	69
2	Jefferies Financial Group Inc.
---	---

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

$ in thousands, except share and per share amounts	May 31,<br><br>2025	November 30,<br><br>2024
Assets
Cash and cash equivalents ...............................................................................................................................................................	$11,260,403	$12,153,414
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository<br><br>organizations (includes $120,414 of securities at fair value at November 30, 2024) .........................................................	1,051,304	1,132,612
Financial instruments owned, at fair value (includes securities pledged of $18,404,776 and $18,441,751) .......................	25,570,194	24,138,274
Investments in and loans to related parties ...................................................................................................................................	1,436,583	1,385,658
Securities borrowed ...........................................................................................................................................................................	7,844,835	7,213,421
Securities purchased under agreements to resell ........................................................................................................................	7,485,007	6,179,653
Securities received as collateral, at fair value ................................................................................................................................	50,968	185,588
Receivables:
Brokers, dealers and clearing organizations ...............................................................................................................................	2,766,535	2,666,591
Customers ........................................................................................................................................................................................	2,652,808	2,494,717
Fees, interest and other ..................................................................................................................................................................	805,846	663,536
Premises and equipment ..................................................................................................................................................................	1,235,343	1,194,720
Goodwill ...............................................................................................................................................................................................	1,842,114	1,827,938
Assets held for sale ...........................................................................................................................................................................	39,128	51,885
Other assets (includes assets pledged of $532,703 and $429,347) ..........................................................................................	3,244,276	3,072,302
Total assets ........................................................................................................................................................................................	$67,285,344	$64,360,309
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................................	$1,315,103	$443,160
Financial instruments sold, not yet purchased, at fair value .......................................................................................................	11,775,135	11,007,328
Securities loaned ................................................................................................................................................................................	2,041,795	2,540,861
Securities sold under agreements to repurchase .........................................................................................................................	12,157,620	12,337,935
Other secured financings (includes $429,289 and $24,848 at fair value) .................................................................................	2,741,561	2,183,000
Obligation to return securities received as collateral, at fair value .............................................................................................	50,968	185,588
Payables:
Brokers, dealers and clearing organizations ...............................................................................................................................	3,809,896	3,686,367
Customers ........................................................................................................................................................................................	4,266,776	4,073,975
Lease liabilities ...................................................................................................................................................................................	616,494	635,306
Accrued expenses and other liabilities ...........................................................................................................................................	2,775,449	3,510,831
Long-term debt (includes $3,304,517 and $2,351,346 at fair value) ..........................................................................................	15,351,967	13,530,565
Total liabilities ....................................................................................................................................................................................	56,902,764	54,134,916
Mezzanine Equity
Redeemable noncontrolling interests .............................................................................................................................................	406	406
Equity
Preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and outstanding;<br><br>liquidation preference of $17,500 per share .............................................................................................................................	55	55
Common shares, par value $1 per share, authorized 565,000,000 shares; 206,271,769 and 205,504,272 shares issued<br><br>and outstanding, after deducting 114,846,301 and 115,613,798 shares held in treasury ..................................................	206,272	205,504
Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and<br><br>outstanding ....................................................................................................................................................................................	—	—
Additional paid-in capital ..................................................................................................................................................................	2,129,358	2,104,199
Accumulated other comprehensive loss ........................................................................................................................................	(339,695)	(423,131)
Retained earnings ..............................................................................................................................................................................	8,309,035	8,270,145
Total Jefferies Financial Group Inc. shareholders' equity ..........................................................................................................	10,305,025	10,156,772
Noncontrolling interests ...................................................................................................................................................................	77,149	68,215
Total equity .........................................................................................................................................................................................	10,382,174	10,224,987
Total liabilities and equity ................................................................................................................................................................	$67,285,344	$64,360,309

See accompanying notes to consolidated financial statements.

May 2025 Form 10-Q	3

Consolidated Statements of Earnings (Unaudited)

	Three Months Ended May 31,		Six Months Ended May 31,
$ in thousands, except per share amounts	2025	2024	2025	2024
Revenues
Investment banking ...............................................................................................	$789,269	$738,584	$1,518,779	$1,417,649
Principal transactions ............................................................................................	338,507	416,195	745,737	1,056,931
Commissions and other fees ...............................................................................	353,233	271,782	641,533	517,325
Asset management fees and revenues ..............................................................	20,076	11,768	105,484	62,140
Interest .....................................................................................................................	878,025	879,727	1,723,196	1,699,216
Other .........................................................................................................................	115,205	198,240	232,450	314,977
Total revenues ........................................................................................................	2,494,315	$2,516,296	4,967,179	5,068,238
Interest expense .....................................................................................................	859,868	859,851	1,739,713	1,673,590
Net revenues ...........................................................................................................	1,634,447	1,656,445	3,227,466	3,394,648
Non-interest expenses
Compensation and benefits .................................................................................	854,839	861,993	1,695,966	1,788,864
Brokerage and clearing fees .................................................................................	129,745	110,536	239,181	220,206
Underwriting costs .................................................................................................	14,525	18,552	32,371	37,036
Technology and communications .......................................................................	146,198	135,238	285,673	272,750
Occupancy and equipment rental ........................................................................	30,711	29,327	60,910	57,480
Business development ..........................................................................................	80,070	68,630	152,361	126,281
Professional services ............................................................................................	77,768	75,493	150,234	153,337
Depreciation and amortization .............................................................................	52,253	49,946	83,241	93,148
Cost of sales ...........................................................................................................	42,961	37,462	84,529	72,133
Other expenses .......................................................................................................	70,476	41,514	157,034	125,417
Total non-interest expenses ................................................................................	1,499,546	1,428,691	2,941,500	2,946,652
Earnings from continuing operations before income taxes ............................	134,901	227,754	285,966	447,996
Income tax expense ...............................................................................................	43,506	73,107	57,722	129,066
Net earnings from continuing operations ...........................................................	91,395	154,647	228,244	318,930
Net earnings (losses) from discontinued operations, net of income tax<br><br>benefit of $0, $173, $0, and $3,176 .....................................................................	—	40	—	(7,851)
Net earnings ...........................................................................................................	91,395	154,687	228,244	311,079
Net losses attributable to noncontrolling interests ...........................................	(7,668)	(4,790)	(14,651)	(12,228)
Preferred stock dividends .....................................................................................	11,046	13,741	26,940	27,930
Net earnings attributable to common shareholders ........................................	$88,017	$145,736	$215,955	$295,377
Earnings per common share
Basic from continuing operations .......................................................................	$0.41	$0.66	$1.01	$1.37
Diluted from continuing operations .....................................................................	0.40	0.64	0.97	1.34
Basic .........................................................................................................................	0.41	0.66	1.01	1.34
Diluted ......................................................................................................................	0.40	0.64	0.97	1.31
Weighted-average common shares outstanding .............................................
Basic .........................................................................................................................	215,097	219,971	214,818	219,935
Diluted ......................................................................................................................	221,897	226,146	222,383	225,587

See accompanying notes to consolidated financial statements.

4	Jefferies Financial Group Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in thousands	2025	2024	2025	2024
Net earnings ...................................................................................................................	$91,395	$154,687	$228,244	$311,079
Other comprehensive income (loss), net of tax:
Currency translation adjustments and other (1) ......................................................	46,769	(4,018)	31,447	(4,117)
Changes in fair value related to instrument-specific credit risk (2) ......................	21,571	(9,950)	51,827	(12,702)
Unrealized gains (losses) on available-for-sale-securities ....................................	37	(328)	162	1,630
Total other comprehensive income (loss), net of tax (3) .......................................	68,377	(14,296)	83,436	(15,189)
Comprehensive income ................................................................................................	159,772	140,391	311,680	295,890
Net losses attributable to noncontrolling interests ..................................................	(7,668)	(4,790)	(14,651)	(12,228)
Preferred stock dividends ............................................................................................	11,046	13,741	26,940	27,930
Comprehensive income attributable to common shareholders ............................	$156,394	$131,440	$299,391	$280,188

(1)Includes income tax expenses of $14.6 million and $10.1 million for the three and six months ended May 31, 2025, respectively, and income tax

benefits of $0.7 million for both the three and six months ended May 31, 2024.

(2)Includes income tax expenses of $7.9 million and $18.6 million for the three and six months ended May 31, 2025, respectively, and income tax

benefits of $3.9 million and $5.1 million for the three and six months ended May 31, 2024, respectively.

(3)Includes currency translation adjustments attributable to noncontrolling interests of $1.6 million and $1.9 million for the three and six months

ended May 31, 2024, respectively.

See accompanying notes to consolidated financial statements.

May 2025 Form 10-Q	5

Consolidated Statements of Changes in Equity (Unaudited)

		Six Months Ended May 31,
in thousands, except share amounts	2024	2025	2024
Preferred shares 1 par value
Balance, beginning of period .............................................................................	$42	$55	$42
Balance, end of period .......................................................................................	$42	$55	$42
Common shares 1 par value
Balance, beginning of period .............................................................................	$212,001	$205,504	$210,627
Purchase of common shares for treasury ...................................................	(15)	(719)	(1,082)
Other ..................................................................................................................	67	1,487	2,508
Balance, end of period .......................................................................................	$212,053	$206,272	$212,053
Additional paid-in capital
Balance, beginning of period .............................................................................	$2,026,584	$2,104,199	$2,044,859
Share-based compensation expense ............................................................	14,357	53,830	34,572
Purchase of common shares for treasury ...................................................	(931)	(56,849)	(42,897)
Dividend equivalents .......................................................................................	4,926	16,951	9,680
Change in equity interest related to consolidated subsidiaries ................	—	(1,123)	—
Other ..................................................................................................................	6,213	12,350	4,935
Balance, end of period .......................................................................................	$2,051,149	$2,129,358	$2,051,149
Accumulated other comprehensive loss, net of tax
Balance, beginning of period .............................................................................	$(396,438)	$(423,131)	$(395,545)
Other comprehensive income (loss), net of taxes ......................................	(14,296)	83,436	(15,189)
Balance, end of period .......................................................................................	$(410,734)	$(339,695)	$(410,734)
Retained earnings
Balance, beginning of period .............................................................................	$7,937,908	$8,270,145	$7,849,844
Net earnings attributable to Jefferies Financial Group Inc. .......................	159,478	242,895	323,308
Dividends - common shares (0.40, 0.30, 0.80, 0.60) per share) .......	(68,540)	(181,955)	(136,903)
Dividends - preferred shares ..........................................................................	(6,300)	(22,050)	(12,600)
Cumulative effect of change in accounting principle for current expected credit losses, net of tax .............................................................	—	—	(644)
Other ..................................................................................................................	—	—	(459)
Balance, end of period .......................................................................................	$8,022,546	$8,309,035	$8,022,546
Total Jefferies Financial Group Inc. shareholders' equity ...........................	$9,875,056	$10,305,025	$9,875,056
Noncontrolling interests
Balance, beginning of period .............................................................................	$87,372	$68,215	$92,308
Net losses attributable to noncontrolling interests ....................................	(4,790)	(14,651)	(12,228)
Contributions ....................................................................................................	5	17,454	9,321
Distributions .....................................................................................................	(3,563)	(4,323)	(10,689)
Change in equity interest related to consolidated subsidiaries ................	—	3,420	—
Other ..................................................................................................................	(1,894)	7,034	(1,582)
Balance, end of period .......................................................................................	$77,130	$77,149	$77,130
Total equity ..........................................................................................................	$9,952,186	$10,382,174	$9,952,186

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

6	Jefferies Financial Group Inc.

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended May 31,
$ in thousands	2025	2024
Cash flows from operating activities:
Net earnings ......................................................................................................................................................................................	$228,244	$311,079
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization ....................................................................................................................................................	88,454	93,722
Share-based compensation .........................................................................................................................................................	53,830	34,572
Net bad debt expense ...................................................................................................................................................................	13,463	46,593
Income on investments in and loans to related parties ...........................................................................................................	(15,162)	(37,202)
Distributions received on investments in related parties ........................................................................................................	28,593	874
Gain on sale of subsidiaries and investments in related parties ............................................................................................	—	(56,174)
Other adjustments .........................................................................................................................................................................	184,362	147,851
Net change in assets and liabilities:
Receivables:
Brokers, dealers and clearing organizations ..........................................................................................................................	(90,224)	(722,293)
Customers ...................................................................................................................................................................................	(158,094)	(594,067)
Fees, interest and other .............................................................................................................................................................	(143,594)	(114,271)
Securities borrowed ......................................................................................................................................................................	(622,392)	48,414
Financial instruments owned .......................................................................................................................................................	(1,241,243)	(937,418)
Securities purchased under agreements to resell ....................................................................................................................	(1,266,238)	(799,421)
Other assets ...................................................................................................................................................................................	(205,378)	(539,351)
Payables:
Brokers, dealers and clearing organizations ..........................................................................................................................	112,293	601,124
Customers ...................................................................................................................................................................................	192,801	(119,505)
Securities loaned ...........................................................................................................................................................................	(509,851)	405,066
Financial instruments sold, not yet purchased .........................................................................................................................	727,110	680,922
Securities sold under agreements to repurchase .....................................................................................................................	(217,150)	122,236
Lease liabilities ..............................................................................................................................................................................	(33,240)	(38,778)
Accrued expenses and other liabilities ......................................................................................................................................	(770,081)	285,980
Net cash used in operating activities from continuing operations .........................................................................................	(3,643,497)	(1,180,047)
Net cash used in operating activities from discontinued operations .....................................................................................	—	(90,174)
Cash flows from investing activities:
Contributions to investments in and loans to related parties .................................................................................................	(111,087)	(62,543)
Capital distributions from investments and repayments of loans from related parties .....................................................	47,190	7,941
Originations and purchases of automobile loans, notes and other receivables ..................................................................	—	(89,540)
Principal collections of automobile loans, notes and other receivables ...............................................................................	—	83,268
Net payments on premises and equipment ..............................................................................................................................	(93,247)	(144,857)
Proceeds from sales of subsidiary and investment in related parties, net of cash of operations sold ...........................	—	95,276
Net cash used in investing activities from continuing operations ..........................................................................................	(157,144)	(110,455)
May 2025 Form 10-Q	7
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Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended May 31,
$ in thousands	2025	2024
Cash flows from financing activities:
Proceeds from short-term borrowings .......................................................................................................................................	$4,744,829	$2,113,633
Payments on short-term borrowings ..........................................................................................................................................	(3,852,844)	(1,495,796)
Proceeds from issuance of long-term debt, net of issuance costs .......................................................................................	2,635,540	3,527,009
Repayment of long-term debt ......................................................................................................................................................	(960,857)	(726,019)
Purchase of common shares for treasury .................................................................................................................................	(57,568)	(43,979)
Dividends paid to common and preferred shareholders .........................................................................................................	(187,054)	(139,823)
Net proceeds from other secured financings ...........................................................................................................................	556,902	240,898
Net change in bank overdrafts ....................................................................................................................................................	(22,945)	17,754
Proceeds from contributions of noncontrolling interests .......................................................................................................	16,354	9,321
Payments on distributions to noncontrolling interests ............................................................................................................	(3,223)	(10,689)
Other ................................................................................................................................................................................................	16,134	6,984
Net cash provided by financing activities from continuing operations ..................................................................................	2,885,268	3,499,293
Net cash provided by financing activities from discontinued operations ..............................................................................	—	4,384
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ...............................................................	61,470	(1,513)
Change in cash, cash equivalents, and restricted cash reclassified from (to) assets held for sale ....................................	—	(13,224)
Net (decrease) increase in cash, cash equivalents, and restricted cash .................................................................................	(853,905)	2,121,488
Cash, cash equivalents, and restricted cash at beginning of period ........................................................................................	13,165,612	9,830,758
Cash, cash equivalents, and restricted cash at end of period ..................................................................................................	$12,311,707	$11,939,022
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest ............................................................................................................................................................................................	$1,716,136	$1,579,458
Income taxes, net ..........................................................................................................................................................................	53,197	88,988

Noncash investing activities:

During the six months ended May 31, 2025, we donated land with a fair market value of $5.7 million.

During the six months ended May 31, 2024, we had a stock distribution of $0.6 million from one of our equity method investments.

Cash, cash equivalents and restricted cash by category in our Consolidated Statements of Financial Condition:

	May 31,	November 30,
$ in thousands	2025	2024
Cash and cash equivalents ...........................................................................................................................................	$11,260,403	$12,153,414
Cash on deposit for regulatory purposes with clearing and depository organizations .......................................	1,051,304	1,012,198
Total cash, cash equivalents and restricted cash ....................................................................................................	$12,311,707	$13,165,612

See accompanying notes to consolidated financial statements.

8	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Index

	Page
Note 1. Organization and Basis of Presentation ......................................................................................................................................................................	9
Note 2. Summary of Significant Accounting Policies .............................................................................................................................................................	9
Note 3. Accounting Developments ............................................................................................................................................................................................	10
Note 4. Business Acquisitions ....................................................................................................................................................................................................	10
Note 5. Assets Held for Sale and Discontinued Operations ...................................................................................................................................................	11
Note 6. Fair Value Disclosures ....................................................................................................................................................................................................	12
Note 7. Derivative Financial Instruments ..................................................................................................................................................................................	22
Note 8. Collateralized Transactions ...........................................................................................................................................................................................	25
Note 9. Securitization Activities .................................................................................................................................................................................................	27
Note 10. Variable Interest Entities ..............................................................................................................................................................................................	27
Note 11. Investments ...................................................................................................................................................................................................................	30
Note 12. Credit Losses on Financial Assets Measured at Amortized Cost .........................................................................................................................	33
Note 13. Goodwill and Intangible Assets ..................................................................................................................................................................................	33
Note 14. Revenues from Contracts with Customers ...............................................................................................................................................................	34
Note 15. Compensation Plans ....................................................................................................................................................................................................	36
Note 16. Borrowings .....................................................................................................................................................................................................................	36
Note 17. Total Equity ....................................................................................................................................................................................................................	38
Note 18. Income Taxes ................................................................................................................................................................................................................	40
Note 19. Commitments, Contingencies and Guarantees .......................................................................................................................................................	40
Note 20. Regulatory Requirements ............................................................................................................................................................................................	42
Note 21. Segment Reporting .......................................................................................................................................................................................................	43
Note 22. Related Party Transactions .........................................................................................................................................................................................	44
May 2025 Form 10-Q	9
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Notes to Consolidated Financial Statements

Note 1. Organization and Basis of Presentation

Organization

Jefferies Financial Group Inc. is a U.S.-headquartered global full

service, integrated investment banking and capital markets firm.

The accompanying Consolidated Financial Statements represent

the accounts of Jefferies Financial Group Inc. and subsidiaries

(together, the “Company,” “we” or “us”). We, collectively with our

consolidated subsidiaries and through our affiliates, deliver a

broad range of financial services across investment banking,

capital markets and asset management.

We operate in two reportable business segments: (1) Investment

Banking and Capital Markets and (2) Asset Management. The

Investment Banking and Capital Markets reportable business

segment includes our capital markets activities and our

investment banking business, which provides underwriting and

financial advisory services to our clients. We operate in the

Americas; Europe and the Middle East; and Asia-Pacific.

Investment Banking and Capital Markets also includes our

corporate lending joint venture (“Jefferies Finance LLC” or

“Jefferies Finance”), our commercial real estate joint venture

(“Berkadia Commercial Holding LLC” or “Berkadia”) and

historically our automobile lending and servicing activities. The

Asset Management reportable business segment provides

alternative investment management services to investors in the

U.S. and overseas and generates investment income from capital

invested in and managed by us or our affiliated asset managers,

and includes certain remaining businesses and assets of our

legacy merchant banking portfolio.

During the fourth quarter of 2023, we acquired Stratos Group

International (“Stratos”) (formerly FXCM Group, LLC, or “FXCM”)

and OpNet S.p.A. (“OpNet,” formerly known as “Linkem”),

investments in our legacy merchant banking portfolio which

became consolidated subsidiaries. In April 2024, we finalized the

sale of Foursight Capital LLC (“Foursight”). In February 2024,

OpNet agreed to sell substantially all of its wholesale operating

assets to Wind Tre S.p.A., a subsidiary of CK Hutchison Group

Telecom Holdings Ltd. The sale closed in August 2024. Refer to

Note 4, Business Acquisitions and Note 5, Assets Held for Sale

and Discontinued Operations for further information.

Basis of Presentation

The accompanying consolidated financial statements have been

prepared in accordance with U.S. generally accepted accounting

principles (“U.S. GAAP”) and should be read in conjunction with

our consolidated financial statements and notes thereto included

in our Annual Report on Form 10-K for the year ended

November 30, 2024. Certain footnote disclosures included in our

Annual Report on Form 10-K for the year ended November 30,

2024 have been condensed or omitted from the consolidated

financial statements as they are not required for interim reporting

under U.S. GAAP. The consolidated financial statements reflect

all adjustments of a normal, recurring nature that are, in the

opinion of management, necessary for the fair presentation of

the results for the interim period. The results presented in our

consolidated financial statements for interim periods are not

necessarily indicative of the results for the entire year.

We have made a number of estimates and assumptions relating

to the reporting of assets and liabilities, the disclosure of

contingent assets and liabilities and the reported amounts of

revenues and expenses during the reporting period to prepare

these consolidated financial statements in conformity with U.S.

GAAP. The most important of these estimates and assumptions

relate to fair value measurements, compensation and benefits,

goodwill and intangible assets and the accounting for income

taxes. Although these and other estimates and assumptions are

based on the best available information, actual results could be

materially different from these estimates.

Consolidation

Our policy is to consolidate all entities that we control by

ownership of a majority of the outstanding voting stock. In

addition, we consolidate entities that meet the definition of a

variable interest entity (“VIE”) for which we are the primary

beneficiary. The primary beneficiary is the party who has the

power to direct the activities of a VIE that most significantly

impact the entity’s economic performance and who has an

obligation to absorb losses of the entity or a right to receive

benefits from the entity that could potentially be significant to the

entity. For consolidated entities that are less than wholly-owned,

the third-party’s holding of equity interest is presented as

Noncontrolling interests in our Consolidated Statements of

Financial Condition and Consolidated Statements of Changes in

Equity. The portion of net earnings attributable to the

noncontrolling interests is presented as Net earnings (losses)

attributable to noncontrolling interests in our Consolidated

Statements of Earnings.

In situations in which we have significant influence, but not

control, of an entity that does not qualify as a VIE, we apply either

the equity method of accounting or fair value accounting

pursuant to the fair value option election under U.S. GAAP, with

our portion of net earnings or gains and losses recorded in Other

revenues or Principal transactions revenues, respectively. We

also have formed nonconsolidated investment vehicles with

third-party investors that are typically organized as partnerships

or limited liability companies and are carried at fair value. We act

as general partner or managing member for these investment

vehicles and have generally provided the third-party investors

with termination or “kick-out” rights.

Intercompany accounts and transactions are eliminated in

consolidation.

Note 2. Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant

accounting policies, refer to Note 2, Summary of Significant

Accounting Policies in our consolidated financial statements

included in Part II, Item 8 of our Annual Report on Form 10-K for

the year ended November 30, 2024.

During the three and six months ended May 31, 2025, there were

no significant changes made to the Company’s significant

accounting policies.

10	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 3. Accounting Developments

Accounting Standards to be Adopted in Future Periods

Segment Reporting. In November 2023, the Financial Accounting

Standards Board (“FASB”) issued ASU No. 2023-07 (“ASU

2023-07”), Improvements to Reportable Segment Disclosures.

The guidance primarily will require enhanced disclosures about

significant segment expenses. The amendments in ASU 2023-07

are effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted, and are to be applied on

a retrospective basis. We are evaluating the impact of the

standard on our segment reporting disclosures.

Income Taxes. In December 2023, the FASB issued ASU No.

2023-09 (“ASU 2023-09”), Improvements to Income Tax

Disclosures. The guidance is intended to improve income tax

disclosure requirements by requiring (i) consistent categories

and greater disaggregation of information in the rate

reconciliation and (ii) the disaggregation of income taxes paid by

jurisdiction. The guidance makes several other changes to the

income tax disclosure requirements. The amendments in ASU

2023-09 are effective for fiscal years beginning after December

15, 2024, with early adoption permitted, and are required to be

applied prospectively with the option of retrospective application.

We are evaluating the impact of the standard on our income tax

disclosures.

Expenses. In November 2024, the FASB issued ASU No. 2024-03

(“ASU 2024-03”), Disaggregation of Income Statement Expenses.

The guidance primarily will require enhanced disclosures about

certain types of expenses. The amendments in ASU 2024-03 are

effective for fiscal years beginning after December 15, 2026, and

interim periods within fiscal years beginning after December 15,

2027 and may be applied either on a prospective or retrospective

basis. We are evaluating the impact of the standard on our

disclosures.

Note 4. Business Acquisitions

We acquired OpNet during the fourth quarter of 2023. OpNet is a

fixed wireless broadband service provider in Italy and also owned

a majority of the common shares of Tessellis S.p.A. (“Tessellis”),

a telecommunications company publicly listed on the Italian

stock exchange. Upon obtaining control of OpNet, we accounted

for this transaction under the acquisition method of accounting,

which requires that the assets acquired, including identifiable

intangible assets, and liabilities assumed to be recognized at

their respective fair values as of the acquisition date.

OpNet

We historically owned 47.4% of the common shares and 50.0% of

the voting rights of OpNet and various classes of convertible

preferred stock issued by OpNet (the “preferred shares”). On

November 30, 2023, we provided notice of our intent to convert

certain classes of our preferred shares into common shares and,

as a result, we obtained control of OpNet. Upon conversion on

May 7, 2024, our ownership increased to 57.5% of the common

shares and our voting rights increased to 72.5% of the aggregate

voting rights of OpNet.

Upon obtaining control of OpNet on November 30, 2023, the

assets and liabilities of OpNet have been included in our

consolidated financial statements. The initial consolidation of

OpNet was accounted for under the acquisition method of

accounting and we remeasured our previously existing interests

at fair value and recognized a gain of $115.8 million, representing

the excess of the fair value of our previously existing interests

over the carrying value of our investment of $201.6 million.

The fair value of the previously existing interests was measured

based on an estimate of what could be recognized in a sale

transaction for wholesale net operating assets operating assets

of OpNet, which have been classified as held for sale. The

remaining identifiable assets and assumed liabilities of OpNet

represented the assets and liabilities of Tessellis. An enterprise

value for Tessellis was estimated based on its market

capitalization at November 30, 2023, which was then allocated to

the identifiable assets, including intangible assets, liabilities, and

noncontrolling interests of Tessellis using an income approach,

which calculates the present value of the estimated economic

benefit of future cash flows, in order to determine the fair value

of the identified customer relationships and Tessellis trade

name. Property and equipment and developed technology assets

were valued using a replacement cost methodology. Critical

estimates included future expected cash flows, including

forecasted revenues and expenses, and applicable discount

rates. Discount rates used to compute the present value of

expected net cash flows were based upon estimated weighted

average cost of capital. The initial allocation of the purchase

price resulted in the recognition of goodwill relating to Tessellis

of $127.1 million. No consideration was transferred in connection

with the consolidation.

The initial estimated purchase price allocation as of November

30, 2023 for Tessellis was revised during the first quarter of 2024

as new information was received and analyzed resulting in an

increase in intangible assets of $39.3 million, a decrease in

property and equipment of $12.3 million, and a decrease in

goodwill of $27.0 million.

In February 2024, OpNet agreed to sell substantially all of its

wholesale operating assets to Wind Tre S.p.A., a subsidiary of CK

Hutchison Group Telecom Holdings Ltd. The sale closed in

August 2024 and we received net cash proceeds of

$322.8 million and recognized a pre-tax gain on sale of

$3.5 million. The sale of OpNet’s operating assets did not include

our interest in Tessellis.

During 2024, Tessellis executed various acquisitions and, as a

result, recognized assets and liabilities of $27.9 million and

$20.2 million, respectively, on the acquisition dates. Total assets

primarily relate to goodwill, property and equipment, intangible

assets, and short-term trade receivables. Total liabilities primarily

relate to financial debt assumed and trade payables. The primary

acquisition executed during 2024 was the acquisition of a 97.2%

ownership interest in Go Internet S.p.A. (“Go Internet”) for a total

consideration of €4.2 million. During the second quarter of 2025,

purchase price allocation adjustments were finalized.

May 2025 Form 10-Q	11

Notes to Consolidated Financial Statements

Note 5. Assets Held for Sale and Discontinued Operations

Foursight

During the second quarter of 2024, we closed the sale of

Foursight and recognized a gain on sale of $24.2 million, which is

included within Other revenues.

OpNet

In February 2024, we agreed to sell substantially all of OpNet’s

wholesale operating assets. The sale closed in August 2024 and

we recognized a pre-tax gain on sale of $3.5 million. For the year

ended November 30, 2024, the activities of OpNet’s wholesale

operations have been classified as discontinued operations and

OpNet’s results are presented in Net losses from discontinued

operations, net of income tax benefit.

Airplanes

During 2024, we classified certain airplanes related to a sale

leaseback transaction executed by our subsidiary, Aircadia

Leasing II LLC as held for sale. Effective with the designation of

the airplanes as held for sale, we suspended recording

depreciation on these assets. The airplanes are included within

Assets held for sale on our Consolidated Statements of Financial

Condition and had a carrying amount of $51.9 million at

November 30, 2024. During the second quarter of 2025, we

agreed to sell the airplanes and we recognized a loss of

$12.8 million during the three months ended May 31, 2025. The

sale is expected to close in the third quarter of 2025.

12	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 6. Fair Value Disclosures

	May 31, 2025 (1)
$ in thousands	Level 1	Level 2	Level 3	Counterparty<br><br>and Cash<br><br>Collateral<br><br>Netting (2)	Total
Assets:
Financial instruments owned:
Corporate equity securities ..................................................................................	$5,018,987	$417,979	$231,160	$—	$5,668,126
Corporate debt securities .....................................................................................	—	5,375,646	44,682	—	5,420,328
Collateralized debt obligations and collateralized loan obligations ...............	—	685,511	70,948	—	756,459
U.S. government and federal agency securities ................................................	3,139,294	130,185	—	—	3,269,479
Municipal securities ..............................................................................................	—	621,737	—	—	621,737
Sovereign obligations ............................................................................................	694,500	738,064	—	—	1,432,564
Residential mortgage-backed securities ............................................................	—	2,040,529	7,947	—	2,048,476
Commercial mortgage-backed securities ..........................................................	—	72,563	505	—	73,068
Other asset-backed securities .............................................................................	—	579,030	153,681	—	732,711
Loans and other receivables ................................................................................	—	2,572,953	92,168	—	2,665,121
Derivatives ..............................................................................................................	472	3,995,263	8,569	(2,715,818)	1,288,486
Investments at fair value ......................................................................................	—	7	153,379	—	153,386
Total financial instruments owned, excluding Investments at fair value<br><br>based on NAV ....................................................................................................	$8,853,253	$17,229,467	$763,039	$(2,715,818)	$24,129,941
Securities received as collateral ..........................................................................	$50,968	$—	$—	$—	$50,968
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ..................................................................................	$3,870,700	$14,554	$161	$—	$3,885,415
Corporate debt securities .....................................................................................	—	3,534,470	644	—	3,535,114
Collateralized debt obligations and collateralized loan obligations ...............	—	1	—	—	1
U.S. government and federal agency securities ................................................	2,136,579	5	—	—	2,136,584
Sovereign obligations ............................................................................................	814,027	592,350	—	—	1,406,377
Commercial mortgage-backed securities ..........................................................	—	37	1,153	—	1,190
Loans .......................................................................................................................	—	87,415	313	—	87,728
Derivatives ..............................................................................................................	—	3,768,347	41,857	(3,087,478)	722,726
Total financial instruments sold, not yet purchased .......................................	$6,821,306	$7,997,179	$44,128	$(3,087,478)	$11,775,135
Other secured financings ......................................................................................	$—	$410,413	$18,876	$—	$429,289
Obligation to return securities received as collateral .......................................	50,968	—	—	—	50,968
Long-term debt .......................................................................................................	—	2,313,361	991,156	—	3,304,517

(1)Excludes investments at fair value based on net asset value (“NAV”) of $1.44 billion at May 31, 2025 by level within the fair value hierarchy.

(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.

May 2025 Form 10-Q	13

Notes to Consolidated Financial Statements

	November 30, 2024 (1)
$ in thousands	Level 1	Level 2	Level 3	Counterparty<br><br>and Cash<br><br>Collateral<br><br>Netting (2)	Total
Assets:
Financial instruments owned:
Corporate equity securities ..................................................................................	$5,238,058	$302,051	$239,364	$—	$5,779,473
Corporate debt securities .....................................................................................	—	5,310,815	24,931	—	5,335,746
Collateralized debt obligations and collateralized loan obligations ...............	—	1,029,662	63,976	—	1,093,638
U.S. government and federal agency securities ................................................	3,583,139	160,227	—	—	3,743,366
Municipal securities ..............................................................................................	—	320,507	—	—	320,507
Sovereign obligations ............................................................................................	749,912	630,681	172	—	1,380,765
Residential mortgage-backed securities ............................................................	—	2,348,862	7,714	—	2,356,576
Commercial mortgage-backed securities ..........................................................	—	146,752	477	—	147,229
Other asset-backed securities .............................................................................	—	110,687	103,214	—	213,901
Loans and other receivables ................................................................................	—	1,706,152	152,586	—	1,858,738
Derivatives ..............................................................................................................	146	3,181,454	3,926	(2,667,751)	517,775
Investments at fair value ......................................................................................	—	6	137,865	—	137,871
Total financial instruments owned, excluding Investments at fair value<br><br>based on NAV ....................................................................................................	$9,571,255	$15,247,856	$734,225	$(2,667,751)	$22,885,585
Securities segregated and on deposit for regulatory purposes or<br><br>deposited with clearing and depository organizations ................................	$120,414	$—	$—	$—	$120,414
Securities received as collateral ..........................................................................	185,588	—	—	—	185,588
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ..................................................................................	$3,013,877	$73,240	$208	$—	$3,087,325
Corporate debt securities .....................................................................................	—	3,105,010	165	—	3,105,175
U.S. government and federal agency securities ................................................	2,904,379	26	—	—	2,904,405
Sovereign obligations ............................................................................................	667,647	422,124	—	—	1,089,771
Commercial mortgage-backed securities .........................................................	—	—	1,153	—	1,153
Loans .......................................................................................................................	—	92,321	16,864	—	109,185
Derivatives ..............................................................................................................	13	3,477,802	26,212	(2,793,713)	710,314
Total financial instruments sold, not yet purchased .......................................	$6,585,916	$7,170,523	$44,602	$(2,793,713)	$11,007,328
Other secured financings ......................................................................................	$—	$9,964	$14,884	$—	$24,848
Obligation to return securities received as collateral ......................................	185,588	—	—	—	185,588
Long-term debt .......................................................................................................	—	1,529,443	821,903	—	2,351,346

(1)Excludes investments at fair value based on NAV of $1.25 billion at November 30, 2024 by level within the fair value hierarchy.

(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.

14	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

There have been no significant changes in valuation techniques

and inputs used in measuring our financial assets and liabilities

that are accounted for at fair value on a recurring basis. Refer to

our consolidated financial statements included in Part II, Item 8

of our Annual Report on Form 10-K for the year ended

November 30, 2024.

Investments at Fair Value

Investments at fair value includes investments in hedge funds,

private equity funds, credit funds, real estate funds and other

funds, which are measured at the NAV of the funds, provided by

the fund managers and are excluded from the fair value

hierarchy. Investments at fair value also include direct equity

investments in private companies, which are measured at fair

value using valuation techniques involving quoted prices of or

market data for comparable companies, similar company ratios

and multiples (e.g., price/EBITDA, price/book value), discounted

cash flow analyses and transaction prices observed for

subsequent financing or capital issuance by the company. Direct

equity investments in private companies are categorized within

Level 2 or Level 3 of the fair value hierarchy.

Information about our investments in entities that have the

characteristics of an investment company:

	May 31, 2025
$ in thousands	Fair Value<br><br>(1)	Unfunded Commitments	Redemption<br><br>Notice Period
Hedge<br><br>Funds (2) ..............	$689,960	—	45 - 90 days<br><br>45 - 60 days
Private Equity<br><br>Funds (3) ..............	64,532	26,638	N/R
Credit<br><br>Funds (4) ..............	489,597	106	90 days<br><br>30 days<br><br>N/R
Real Estate and<br><br>Other Funds (5) ....	196,164	164,982	90 days<br><br>N/R
Total ......................	$1,440,253	191,726

All values are in US Dollars.

	November 30, 2024
$ in thousands	Fair Value<br><br>(1)	Unfunded Commitments	Redemption<br><br>Notice Period
Hedge<br><br>Funds (2) ............	$660,720	—	45 - 90 days<br><br>45 - 60 days
Private Equity<br><br>Funds (3) ............	60,215	30,530	N/R
Credit Funds (4)	430,429	30,554	90 days<br><br>30 days<br><br>N/R
Real Estate and<br><br>Other Funds (5) .	101,325	232,696	N/R
Total ...................	$1,252,689	293,780

All values are in US Dollars.

N/R - Not redeemable

(1)Where fair value is calculated based on NAV, fair value has been derived from

each of the funds’ capital statements.

(2)Includes investments in hedge funds that invest, long and short, primarily in

both public and private equity securities in domestic and international

markets, commodities and multi-asset securities.

(3)Includes investments in equity funds that invest in the equity of various U.S.

and foreign private companies in a broad range of industries. These

investments cannot be redeemed; instead, distributions are received through

the liquidation of the underlying assets of the funds which are primarily

expected to be liquidated in approximately one to ten years.

(4)Primarily includes investments in funds that invest in:

•distressed and special situations long/short credit strategies across

sectors and asset types;

•short-term trade receivables and payables that are expected to generally

be outstanding between 90 to 120 days;

•distressed and event-driven opportunities across structured credit,

opportunistic credit, and private credit.

(5)Primarily includes investments in corporate real estate strategies focused on

buying or building real estate businesses.

May 2025 Form 10-Q	15

Notes to Consolidated Financial Statements

Level 3 Rollforwards

	Three Months Ended May 31, 2025
$ in thousands	Balance at<br><br>February 28,<br><br>2025	Total<br><br>gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1)	Purchases	Sales	Settlements	Issuances	Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3	Balance at<br><br>May 31,<br><br>2025	For instruments still held at<br><br>May 31, 2025, changes in<br><br>unrealized gains (losses)<br><br>included in:
									Earnings (1)	Other<br><br>comprehensive<br><br>income<br><br>(loss) (1)
Level 3 assets:
Financial instruments owned:
Corporate equity securities ....................	$212,409	$8,245	$2,482	$(2,201)	$—	$—	$10,225	$231,160	$5,003	$—
Corporate debt securities ......................	25,925	2,547	18,805	(15,740)	(2,177)	—	15,322	44,682	2,194	—
CDOs and CLOs .......................................	71,827	(4,123)	35,644	(18,469)	(6,550)	—	(7,381)	70,948	(4,564)	—
RMBS ........................................................	7,526	436	—	—	(15)	—	—	7,947	439	—
CMBS ........................................................	471	34	—	—	—	—	—	505	34	—
Other ABS .................................................	147,319	6,814	27,523	(26,231)	(1,863)	—	119	153,681	5,985	—
Loans and other receivables .................	153,764	(7,236)	18,008	(39,475)	(13,063)	—	(19,830)	92,168	(10,875)	—
Investments at fair value ........................	157,881	6,041	261	—	(804)	—	(10,000)	153,379	3,581	—
Level 3 liabilities:
Financial instruments sold, not yet<br><br>purchased:
Corporate equity securities ....................	$590	$(256)	$(173)	$—	$—	$—	$—	$161	$31	$—
Corporate debt securities ......................	1,113	222	(41,346)	41,436	(662)	—	(119)	644	(86)	—
RMBS ........................................................	15	(15)	—	—	—	—	—	—	—	—
CMBS ........................................................	1,154	(1)	—	35	—	—	(35)	1,153	1	—
Loans ........................................................	848	(658)	(37)	—	183	—	(23)	313	(226)	—
Net derivatives (2) ...................................	42,076	(1,132)	—	—	(4)	—	(7,652)	33,288	(6,385)	—
Other secured financings .......................	12,705	—	—	—	(2,360)	8,531	—	18,876	—	—
Long-term debt ........................................	860,684	34,729	—	—	(5,893)	93,570	8,066	991,156	(49,509)	14,781			Six Months Ended May 31, 2025
---	---	---	---	---	---	---	---	---	---	---
$ in thousands	Balance at<br><br>November 30,<br><br>2024	Total<br><br>gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1)	Purchases	Sales	Settlements	Issuances	Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3	Balance at<br><br>May 31,<br><br>2025	For instruments still held at<br><br>May 31, 2025, changes in<br><br>unrealized gains (losses)<br><br>included in:
									Earnings (1)	Other<br><br>comprehensive<br><br>income<br><br>(loss) (1)
Assets:
Financial instruments owned:
Corporate equity securities ................	$239,364	$9,940	$7,049	$(5,366)	$494	$—	$(20,321)	$231,160	$8,292	$—
Corporate debt securities ...................	24,931	2,147	37,129	(23,787)	(2,197)	—	6,459	44,682	2,419	—
CDOs and CLOs ...................................	63,976	(10,286)	52,875	(23,728)	(6,550)	—	(5,339)	70,948	(10,336)	—
Sovereign obligations .........................	172	2	—	(174)	—	—	—	—	—	—
RMBS .....................................................	7,714	269	—	—	(36)	—	—	7,947	279	—
CMBS ....................................................	477	28	—	—	—	—	—	505	28	—
Other ABS .............................................	103,214	(264)	86,866	(30,929)	(4,175)	—	(1,031)	153,681	(565)	—
Loans and other receivables ..............	152,586	(5,759)	72,851	(82,603)	(21,549)	3,670	(27,028)	92,168	(9,134)	—
Investments at fair value ....................	137,865	6,434	21,549	—	(2,469)	—	(10,000)	153,379	3,974	—
Liabilities:
Financial instruments sold, not yet<br><br>purchased:
Corporate equity securities ................	$208	$126	$(173)	$—	$—	$—	$—	$161	$(126)	$—
Corporate debt securities ...................	165	52	(135,198)	135,433	—	—	192	644	(123)	—
CMBS ....................................................	1,153	—	—	35	—	—	(35)	1,153	—	—
Loans ....................................................	16,864	(1,673)	(1,046)	—	698	—	(14,530)	313	39	—
Net derivatives (2) ...............................	22,286	(13,925)	—	22,588	(484)	—	2,823	33,288	5,076	—
Other secured financings ...................	14,884	241	—	—	(4,780)	8,531	—	18,876	(241)	—
Long-term debt ....................................	821,903	(21,118)	—	—	(2,799)	218,124	(24,954)	991,156	(19,522)	40,640

(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes

within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.

(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

16	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Analysis of Level 3 Assets and Liabilities for the Three Months

Ended May 31, 2025

Transfers of assets of $31.5 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Corporate debt securities of $15.9 million, Corporate equity

securities of $11.1 million, Other ABS of $2.1 million and Loan

and other receivables of $1.6 million due to reduced pricing

transparency.

Transfers of assets of $43.0 million from Level 3 to Level 2 of the

fair value hierarchy are primarily attributed to:

•Loans and other receivables of $21.5 million, Investments at

fair value of $10.0 million, CDOs and CLOs of $8.0 million and

Other ABS of $2.0 million due to greater pricing transparency

supporting classification into Level 2.

Transfers of liabilities of $11.5 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $13.2 million,

partially offset by net derivatives transfers into Level 3 of $2.0

million due to reduced market and pricing transparency.

Transfers of liabilities of $11.2 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Net derivatives of $5.7 million and structured notes within

Long-term debt of $5.1 million due to greater pricing and

market transparency.

Net gains on Level 3 assets were $12.8 million and net losses on

Level 3 liabilities were $32.9 million for the three months ended

May 31, 2025. Net gains on Level 3 assets were primarily due to

increased market values across Corporate equity securities,

Other ABS, Investments at fair value and Corporate debt

securities, partially offset by decreased market values of Loans

and other receivables and CDOs and CLOs. Net losses on Level 3

liabilities were primarily due to increased valuations of structured

notes within Long-term debt, partially offset by decreased

valuations of certain derivatives.

Analysis of Level 3 Assets and Liabilities for the Six Months Ended

May 31, 2025

Transfers of assets of $71.8 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Corporate equity securities of $30.3 million, Loan and other

receivables of $27.1 million, Corporate debt securities of $8.0

million, Other ABS of $3.3 million and CDOs and CLOs of $3.0

million due to reduced pricing transparency.

Transfers of assets of $129.0 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Loans and other receivables of $54.1 million, Corporate equity

securities of $50.7 million, Investments at fair value of

$10.0 million, CDOs and CLOs of $8.4 million and Other ABS of

$4.4 million due to greater pricing transparency supporting

classification into Level 2.

Transfers of liabilities of $7.9 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Net derivatives of $3.9 million and structured notes within

Long-term debt of $3.9 million due to reduced market and

pricing transparency.

Transfers of liabilities of $44.4 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $28.8 million and

Loans of $14.5 million due to greater pricing and market

transparency.

Net gains on Level 3 assets were $2.5 million and net gains on

Level 3 liabilities were $36.3 million for the six months ended

May 31, 2025. Net gains on Level 3 assets were primarily due to

increased market values across Corporate equity securities,

Investments at fair value and Corporate debt securities, partially

offset by decreased valuations of CDOs and CLOs and Loans and

other receivables. Net gains on Level 3 liabilities were primarily

due to decreased valuations of structured notes within Long-term

debt, certain derivatives and loans.

May 2025 Form 10-Q	17

Notes to Consolidated Financial Statements

	Three Months Ended May 31, 2024
$ in thousands	Balance at<br><br>February 28,<br><br>2024	Total<br><br>gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1)	Purchases	Sales	Settlements	Issuances	Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3	Balance at<br><br>May 31,<br><br>2024	For instruments still held at<br><br>May 31, 2024, changes in<br><br>unrealized gains (losses)<br><br>included in:
									Earnings (1)	Other<br><br>comprehensive<br><br>income<br><br>(loss) (1)
Assets:
Financial instruments owned:
Corporate equity securities .................	$173,214	$(12,751)	$15,398	$(18)	$—	$—	$2,912	$178,755	$(12,404)	$—
Corporate debt securities ...................	35,335	1,363	1,091	(16,250)	—	—	17,178	38,717	89	—
CDOs and CLOs ....................................	69,367	1,220	6,810	(1,905)	(5,527)	—	(1,339)	68,626	(675)	—
RMBS .....................................................	684	(6)	—	—	(34)	—	—	644	—	—
CMBS .....................................................	473	4	—	—	—	—	—	477	—	—
Other ABS ..............................................	102,256	(2,198)	63,554	(15,138)	(35,363)	—	55,625	168,736	(1,694)	—
Loans and other receivables ..............	78,885	1,255	11,329	(4,161)	(35)	—	5,273	92,546	579	—
Investments at fair value .....................	121,764	1,616	15,224	(547)	—	—	—	138,057	1,616	—
Liabilities:
Financial instruments sold, not yet<br><br>purchased:
Corporate equity securities .................	675	8	—	25	—	—	—	708	(8)	—
Corporate debt securities ...................	124	(23)	—	246	—	—	159	506	23	—
CMBS .....................................................	944	—	—	—	105	—	—	1,049	—	—
Loans .....................................................	1,466	(251)	(925)	2,801	81	—	(1,588)	1,584	309	—
Net derivatives (2) ................................	52,089	(10,062)	—	—	(9,689)	—	2,539	34,877	(178)	—
Other secured financings ....................	3,965	—	—	—	—	—	—	3,965	—	—
Long-term debt .....................................	779,529	(2,477)	—	—	(2,109)	6,616	2,653	784,212	9,334	(6,857)			Six Months Ended May 31, 2024
---	---	---	---	---	---	---	---	---	---	---
$ in thousands	Balance at<br><br>November 30,<br><br>2023	Total<br><br>gains/<br><br>losses<br><br>(realized<br><br>and<br><br>unrealized)<br><br>(1)	Purchases	Sales	Settlements	Issuances	Net<br><br>transfers<br><br>into/<br><br>(out of)<br><br>Level 3	Balance at<br><br>May 31,<br><br>2024	For instruments still held at<br><br>May 31, 2024, changes in<br><br>unrealized gains (losses)<br><br>included in:
									Earnings (1)	Other<br><br>comprehensive<br><br>income<br><br>(loss) (1)
Assets:
Financial instruments owned:
Corporate equity securities ................	$181,294	$(12,817)	$15,956	$(2,230)	$—	$—	$(3,448)	$178,755	$(12,175)	$—
Corporate debt securities ...................	26,112	3,830	25,563	(17,217)	(200)	—	629	38,717	2,997	—
CDOs and CLOs ...................................	64,862	9,006	20,333	(15,838)	(7,293)	—	(2,444)	68,626	4,904	—
RMBS .....................................................	20,871	(207)	32	(32)	(5,395)	—	(14,625)	644	33	—
CMBS ....................................................	508	(35)	4	—	—	—	—	477	(64)	—
Other ABS .............................................	117,661	(5,913)	76,263	(32,817)	(26,619)	—	40,161	168,736	(3,938)	—
Loans and other receivables ..............	130,101	(39,831)	18,555	(3,974)	(17,892)	—	5,587	92,546	(17,220)	—
Investments at fair value ....................	130,835	(9,079)	16,855	—	(547)	—	(7)	138,057	(9,079)	—
Liabilities:
Financial instruments sold, not yet<br><br>purchased:
Corporate equity securities	$676	$1	$—	$31	$—	$—	$—	$708	$(1)	$—
Corporate debt securities ...................	124	(23)	—	246	—	—	159	506	23	—
CMBS ....................................................	840	—	(245)	—	455	—	(1)	1,049	—	—
Loans ....................................................	1,521	(114)	(1,041)	3,642	114	—	(2,538)	1,584	107	—
Net derivatives (2) ...............................	50,955	(17,979)	(978)	2,913	(9,486)	—	9,452	34,877	9,057	—
Other secured financings ...................	3,898	4,482	—	—	(4,415)	—	—	3,965	(4,482)	—
Long-term debt ....................................	744,597	9,651	—	—	(2,109)	28,072	4,001	784,212	(5,117)	(4,534)

(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes

within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.

(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.

18	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Analysis of Level 3 Assets and Liabilities for the Three Months

Ended May 31, 2024

Transfers of assets of $99.2 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $61.9 million, Corporate debt securities of $17.3

million, Loan and other receivables of $11.4 million and

Corporate equity securities of $5.4 million due to reduced

pricing transparency.

Transfers of assets of $19.2 million from Level 3 to Level 2 of the

fair value hierarchy are primarily attributed to:

•Oher ABS of $6.3 million, Loans and other receivables of $6.2

million, CDOs and CLOs of $4.5 million and Corporate equity

securities of $2.5 million due to greater pricing transparency

supporting classification into Level 2.

Transfers of liabilities of $47.3 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $32.8 million and

Net derivatives of $15.9 million due to reduced market and

pricing transparency.

Transfers of liabilities of $43.5 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $30.1 million and

Net derivatives of $13.4 million due to greater pricing and

market transparency.

Net losses on Level 3 assets were $9.5 million and net gains on

Level 3 liabilities were $12.8 million for the three months ended

May 31, 2024. Net losses on Level 3 assets were primarily due to

decreased market values across Corporate equity securities and

Other ABS, partially offset by increased valuations of Investments

at fair value, Corporate debt securities, Loans and other

receivables and CDOs and CLOs. Net gains on Level 3 liabilities

were primarily due to decreased valuations of certain derivatives

and structured notes within Long-term debt.

Analysis of Level 3 Assets and Liabilities for the Six Months Ended

May 31, 2024

Transfers of assets of $59.1 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $47.6 million, Loan and other receivables of $6.1

million, CDOs and CLOs of $2.7 million and Corporate debt

securities of $2.6 million due to reduced pricing transparency.

Transfers of assets of $33.3 million from Level 3 to Level 2 of the

fair value hierarchy are primarily attributed to:

•RMBS of $14.6 million, Other ABS of $7.4 million, CDOs and

CLOs of $5.1 million, Corporate equity securities of $3.6 million

and Corporate debt securities of $2.0 million due to greater

pricing transparency supporting classification into Level 2.

Transfers of liabilities of $62.0 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $38.7 million and

Net derivatives of $23.2 million due to reduced market and

pricing transparency.

Transfers of liabilities of $50.9 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within Long-term debt of $34.7 million and

Net derivatives of $13.7 million due to greater pricing and

market transparency.

Net losses on Level 3 assets were $55.0 million and net gains on

Level 3 liabilities were $4.0 million for the six months ended May

31, 2024. Net losses on Level 3 assets were primarily due to

decreased market values across Loans and other receivables,

Corporate equity securities, Investments at fair value and Other

ABS, partially offset by increased valuations of CDOs and CLOs

and Corporate debt securities. Net gains on Level 3 liabilities

were primarily due to decreased valuations of certain derivatives,

partially offset by increased valuations of structured notes within

Long-term debt and Other secured financings.

Significant Unobservable Inputs used in Level 3 Fair Value

Measurements

The tables below present information on the valuation

techniques, significant unobservable inputs and their ranges for

our financial assets and liabilities, subject to threshold levels

related to the market value of the positions held, measured at fair

value on a recurring basis with a significant Level 3 balance. The

range of unobservable inputs could differ significantly across

different firms given the range of products across different firms

in the financial services sector. The inputs are not representative

of the inputs that could have been used in the valuation of any

one financial instrument (i.e., the input used for valuing one

financial instrument within a particular class of financial

instruments may not be appropriate for valuing other financial

instruments within that given class). Additionally, the ranges of

inputs presented below should not be construed to represent

uncertainty regarding the fair values of our financial instruments;

rather, the range of inputs is reflective of the differences in the

underlying characteristics of the financial instruments in each

category.

For certain categories, we have provided a weighted average of

the inputs allocated based on the fair values of the financial

instruments comprising the category. We do not believe that the

range or weighted average of the inputs is indicative of the

reasonableness of uncertainty of our Level 3 fair values. The

range and weighted average are driven by the individual financial

instruments within each category and their relative distribution in

the population. The disclosed inputs when compared to the

inputs as disclosed in other periods should not be expected to

necessarily be indicative of changes in our estimates of

unobservable inputs for a particular financial instrument as the

population of financial instruments comprising the category will

vary from period to period based on purchases and sales of

financial instruments during the period as well as transfers into

and out of Level 3 each period.

May 2025 Form 10-Q	19

Notes to Consolidated Financial Statements

May 31, 2025
Financial Instruments Owned	Fair Value(in thousands)	Significant Unobservable Input(s)	Input / Range		Weighted<br><br>Average
Corporate equity securities .....................	205,389
Non-exchange-traded securities		Price	0	$486	$80
Corporate debt securities ........................	38,700	Price	49	$118	$52
		Discount rate/yield	18%	26%	21%
CDOs and CLOs ..........................................	63,639	Constant prepayment rate	20%		—
		Constant default rate	2%		—
		Loss severity	30%		—
		Discount rate/yield	13%	19%	17%
		Price	98	$114	$105
RMBS ...........................................................	7,947	Constant prepayment rate	40%		—
		Loss severity	90%		—
		Discount rate/yield	18%		—
Other ABS ...................................................	152,664	Discount rate/yield	10%	29%	19%
		Cumulative loss rate	11%	34%	17%
		Duration (years)	0.6	1.2	1.0
		Price	114	$135	$122
		Estimated recovery percentage	83%		—
Loans and other receivables ...................	92,168	Price	8	$114	$92
		Estimated recovery percentage	17%	251%	91%
Derivatives ..................................................	4,701
Embedded options		Basis points upfront	0.3		—
Investments at fair value ..........................	148,059
Private equity securities		Price	0	$9,133	$1,704
		Discount rate/yield	28%		—
		Estimated revenue	29,733,947		—
Financial Instruments Sold, Not Yet Purchased:
Derivatives ..................................................	40,701
Equity options		Volatility	49%	51%	50%
Options		Basis points upfront	0.0	23.8	15.6
Other secured financings .........................	18,876	Estimated recovery percentage	76%	100%	96%
		Price	112	$117	$114
Long-term debt ..........................................	990,274
Structured notes		Price	66	$116	$97

All values are in US Dollars.

20	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

November 30, 2024
Financial Instruments Owned	Fair Value(in thousands)	Significant Unobservable Input(s)	Input / Range		Weighted<br><br>Average
Corporate equity securities .....................	239,364
Non-exchange-traded securities		Price	0	$486	$68
Corporate debt securities ........................	24,931	Price	28	$105	$74
CDOs and CLOs ..........................................	53,388	Constant prepayment rate	20%		—
		Constant default rate	2%		—
		Loss severity	30%		—
		Discount rate/yield	14%	32%	26%
		Price	70	$106	$94
RMBS ...........................................................	7,714	Constant prepayment rate	20%		—
		Loss severity	10%		—
		Discount rate/yield	12%		—
Other ABS ...................................................	98,172	Discount rate/yield	19%	30%	25%
		Cumulative loss rate	17%	34%	24%
		Duration (years)	0.9	1.0	0.9
		Price	106	$127	$121
		Estimated recovery percentage	92%		—
Loans and other receivables ...................	152,586	Price	17	$106	$75
		Estimated recovery percentage	3%	252%	50%
Derivatives ..................................................	1,396
Embedded options		Basis points upfront	0.3		—
Investments at fair value ..........................	132,769
Private equity securities		Price	1	$8,506	$501
		Discount rate/yield	28%		—
		Estimated revenue	29,908,372		—
Financial Instruments Sold, Not Yet Purchased:
Loans ..........................................................	16,864	Price	17	$100	$75
		Estimated recovery percentage	0%	205%	50%
Derivatives ..................................................	25,045
Equity options		Volatility	28%	102%	49%
Options		Basis points upfront	8.0	22.3	14.9
Other secured financings .........................	14,884	Estimated recovery percentage	60%	100%	93%
		Price	117		—
Long-term debt ..........................................	821,903
Structured notes		Price	61	$122	$96

All values are in US Dollars.

The fair values of certain Level 3 assets and liabilities that were

determined based on third-party pricing information, unadjusted

past transaction prices or a percentage of the reported enterprise

fair value are excluded from the above tables. At May 31, 2025

and November 30, 2024, asset exclusions consisted of $49.8

million and $23.9 million, respectively, primarily composed of

Corporate equity securities, CDOs and CLOs, Corporate debt

securities, Investments at fair value, certain derivatives, Other

ABS and CMBS. At May 31, 2025 and November 30, 2024, liability

exclusions consisted of $4.3 million and $2.7 million,

respectively, primarily composed of CMBS, certain derivatives,

structured notes within Long-term debt, loans, corporate equity

securities and corporate debt securities.

Uncertainty of Fair Value Measurement from Use of Significant

Unobservable Inputs

For recurring fair value measurements categorized within Level 3

of the fair value hierarchy, the uncertainty of the fair value

measurement due to the use of significant unobservable inputs

and interrelationships between those unobservable inputs (if any)

are described below:

•Non-exchange-traded securities, corporate debt securities,

CDOs and CLOs, loans and other receivables, other ABS, private

equity securities, certain derivatives, other secured financings

and structured notes using a market approach valuation

technique. A significant increase (decrease) in the price of the

private equity securities, nonexchange-traded securities,

corporate debt securities, CDOs and CLOs, other ABS, loans

and other receivables, other secured financings or structured

notes would result in a significantly higher (lower) fair value

May 2025 Form 10-Q	21

Notes to Consolidated Financial Statements

measurement. A significant increase (decrease) in the revenue

or revenue multiple related to private equity securities would

result in a significantly higher (lower) fair value measurement.

A significant increase (decrease) in the discount rate/security

yield related to private equity securities would result in a

significantly lower (higher) fair value measurement. Depending

on whether we are a receiver or (payer) of basis points upfront,

a significant increase in basis points would result in a

significant increase (decrease) in the fair value measurement

of options.

•Loans and other receivables, other ABS and other secured

financings using a scenario analysis valuation technique. A

significant increase (decrease) in the possible recovery rates

underlying the financial instrument would result in a

significantly higher (lower) fair value measurement for the

financial instrument.

•CDOs and CLOs, corporate debt securities, RMBS and other

ABS using a discounted cash flows valuation technique. A

significant increase (decrease) in isolation in the constant

default rate, loss severity or cumulative loss rate would result

in a significantly lower (higher) fair value measurement. The

impact of changes in the constant prepayment rate and

duration would have differing impacts depending on the capital

structure and type of security. A significant increase

(decrease) in the discount rate/security yield would result in a

significantly lower (higher) fair value measurement.

•Derivative equity options using volatility benchmarking. A

significant increase (decrease) in volatility would result in a

significantly higher (lower) fair value measurement.

Fair Value Option Election

For a description of our financial assets and liabilities for which

we have elected the fair value option, refer to our consolidated

financial statements included in Part II, Item 8 of our Annual

Report on Form 10-K for the year ended November 30, 2024.

Fair value option gains (losses):

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in thousands	2025	2024	2025	2024
Financial instruments owned:
Loans and other receivables (1) .	$69,578	$(28,264)	$103,854	$(39,691)
Other secured financings:
Other changes in fair value (1) ...	$(1,418)	$—	$(1,659)	$(4,482)
Long-term debt:
Changes in instrument-specific<br><br>credit risk (2) ............................	$28,763	$(13,790)	$66,501	$(17,769)
Other changes in fair value (1) ...	13,225	16,367	27,548	(27,451)

(1)Other changes in fair value are included in Principal transactions revenues.

(2)Changes in fair value of structured notes related to instrument-specific credit

risk are presented net of tax in our Consolidated Statements of

Comprehensive Income.

Fair value option amounts by which contractual principal is

greater than (less than) fair value:

$ in thousands	May 31,<br><br>2025	November 30,<br><br>2024
Financial instruments owned:
Loans and other receivables (1) ...............................	$1,635,461	$1,603,512
Loans and other receivables on nonaccrual<br><br>status and/or 90 days or greater past<br><br>due (1) (2) ...............................................................	135,253	132,838
Long-term debt ...........................................................	266,641	131,107
Other secured financings .........................................	(1,200)	459

(1)Interest income is recognized separately from other changes in fair value and

is included in Interest revenues.

(2)Amounts include loans and other receivables 90 days or greater past due by

which contractual principal exceeds fair value of $50.3 million and $48.8

million at May 31, 2025 and November 30, 2024, respectively.

The aggregate fair value of loans and other receivables on

nonaccrual status and/or 90 days or greater past due was $68.4

million and $126.9 million at May 31, 2025 and November 30,

2024, respectively, which includes loans and other receivables 90

days or greater past due of $60.0 million and $120.0 million at

May 31, 2025 and November 30, 2024, respectively.

Assets Measured at Fair Value on a Non-recurring Basis

Our shares in Monashee, an equity method investment, were

measured at fair value on a nonrecurring basis during the six

months ended May 31, 2024 and are not included in the tables

above. During the six months ended May 31, 2024, we converted

our shares in Monashee to a newly created class of

nonmarketable preferred shares and remeasured our equity

method investment to a fair value of $21.9 million in connection

with the nonmonetary exchange and the preferred shares are

subsequently accounted for at cost pursuant to the

measurement alternative.

Financial Instruments Not Measured at Fair Value

Certain of our financial instruments are not carried at fair value

but are recorded at amounts that approximate fair value due to

their liquid or short-term nature and generally negligible credit

risk. These financial assets include Cash and cash equivalents

and Cash and securities segregated and on deposit for regulatory

purposes or deposited with clearing and depository organizations

and would generally be presented within Level 1 of the fair value

hierarchy.

We have equity securities without readily determinable fair

values, which we account for at cost, minus impairment, which

are presented within Other assets and were $21.9 million at both

May 31, 2025 and November 30, 2024. There were no

impairments and downward adjustments on these investments

during the three and six months ended May 31, 2025 and 2024.

22	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 7. Derivative Financial Instruments

Our derivative activities are recorded at fair value in Financial

instruments owned and Financial instruments sold, not yet

purchased, net of cash paid or received under credit support

agreements and on a net counterparty basis when a legally

enforceable right to offset exists under a master netting

agreement. We enter into derivative transactions to satisfy the

needs of our clients and to manage our own exposure to market

and credit risks. In addition, we apply hedge accounting to: (1)

interest rate swaps that have been designated as fair value

hedges of the changes in fair value due to the benchmark interest

rate for certain fixed rate senior long-term debt, and (2) forward

foreign exchange contracts designated as hedges to offset the

change in the value of certain net investments in foreign

operations.

Derivatives are subject to various risks similar to other financial

instruments, including market, credit and operational risk. The

risks of derivatives should not be viewed in isolation, but rather

should be considered on an aggregate basis along with our other

trading-related activities. We manage the risks associated with

derivatives on an aggregate basis along with the risks associated

with proprietary trading as part of our firm wide risk management

policies.

In connection with our derivative activities, we may enter into

International Swaps and Derivatives Association, Inc. master

netting agreements or similar agreements with counterparties.

	May 31, 2025 (1)
	Assets	Liabilities
$ in thousands	Fair Value	Fair Value
Derivatives designated as<br><br>accounting hedges:
Interest rate contracts:
Cleared OTC ........................................	1,712	—
Foreign exchange contracts:
Bilateral OTC .......................................	1,862	55,950
Total derivatives designated as<br><br>accounting hedges ............................	3,574	55,950
Derivatives not designated as<br><br>accounting hedges:
Interest rate contracts:
Exchange-traded ................................	536	—
Cleared OTC ........................................	329,900	331,751
Bilateral OTC .......................................	329,124	682,976
Foreign exchange contracts:
Bilateral OTC .......................................	161,844	136,950
Equity contracts:
Exchange-traded ................................	1,815,569	1,023,820
Bilateral OTC .......................................	1,293,083	1,521,811
Commodity contracts:
Exchange-traded ................................	1	234
Bilateral OTC .......................................	4,252	1,475
Credit contracts:
Cleared OTC ........................................	1,493	10,827
Bilateral OTC .......................................	64,928	44,410
Total derivatives not designated<br><br>as accounting hedges .......................	4,000,730	3,754,254
Total gross derivative assets/<br><br>liabilities:
Exchange-traded ................................	1,816,106	1,024,054
Cleared OTC ........................................	333,105	342,578
Bilateral OTC .......................................	1,855,093	2,443,572
Amounts offset in our<br><br>Consolidated Statements of<br><br>Financial Condition (3):
Exchange-traded ................................	(981,970)	(981,970)
Cleared OTC ........................................	(330,271)	(339,425)
Bilateral OTC .......................................	(1,403,577)	(1,766,083)
Net amounts per Consolidated<br><br>Statements of Financial<br><br>Condition (4) .................................	1,288,486	722,726

All values are in US Dollars.

(1)Exchange-traded derivatives include derivatives executed on an organized

exchange. Cleared OTC derivatives include derivatives executed bilaterally and

subsequently novated to and cleared through central clearing counterparties.

Bilateral OTC derivatives include derivatives executed and settled bilaterally

without the use of an organized exchange or central clearing counterparty.

(2)The number of exchange-traded contracts may include open futures

contracts. The unsettled fair value of these futures contracts is included in

Receivables from/Payables to brokers, dealers and clearing organizations.

(3)Amounts netted include both netting by counterparty and for cash collateral

paid or received.

(4)We have not received or pledged additional collateral under master netting

agreements and/or other credit support agreements that is eligible to be

offset beyond what has been offset in our Consolidated Statements of

Financial Condition.

May 2025 Form 10-Q	23

Notes to Consolidated Financial Statements

	November 30, 2024 (1)
	Assets	Liabilities
$ in thousands	Fair Value	Fair Value
Derivatives designated as<br><br>accounting hedges:
Interest rate contracts:
Cleared OTC .........................................	3,396	—
Foreign exchange contracts:
Bilateral OTC ........................................	41,903	—
Total derivatives designated as<br><br>accounting hedges .............................	45,299	—
Derivatives not designated as<br><br>accounting hedges:
Interest rate contracts:
Exchange-traded .................................	273	13
Cleared OTC .........................................	1,030,842	1,030,671
Bilateral OTC ........................................	365,678	717,255
Foreign exchange contracts:
Bilateral OTC ........................................	132,240	138,608
Equity contracts:
Exchange-traded .................................	682,327	521,889
Bilateral OTC ........................................	855,169	1,024,129
Commodity contracts:
Exchange-traded .................................	22	17
Bilateral OTC .......................................	4,570	1,381
Credit contracts:
Cleared OTC .........................................	31,488	38,711
Bilateral OTC ........................................	37,618	31,353
Total derivatives not designated as<br><br>accounting hedges .............................	3,140,227	3,504,027
Total gross derivative assets/<br><br>liabilities:
Exchange-traded .................................	682,622	521,919
Cleared OTC .........................................	1,065,726	1,069,382
Bilateral OTC ........................................	1,437,178	1,912,726
Amounts offset in our<br><br>Consolidated Statements of<br><br>Financial Condition (3):
Exchange-traded .................................	(476,364)	(476,364)
Cleared OTC .........................................	(1,058,995)	(1,066,232)
Bilateral OTC ........................................	(1,132,392)	(1,251,117)
Net amounts per Consolidated<br><br>Statements of Financial<br><br>Condition (4) ..................................	517,775	710,314

All values are in US Dollars.

(1)Exchange-traded derivatives include derivatives executed on an organized

exchange. Cleared OTC derivatives include derivatives executed bilaterally and

subsequently novated to and cleared through central clearing counterparties.

Bilateral OTC derivatives include derivatives executed and settled bilaterally

without the use of an organized exchange or central clearing counterparty.

(2)The number of exchange-traded contracts may include open futures

contracts. The unsettled fair value of these futures contracts is included in

Receivables from/Payables to brokers, dealers and clearing organizations.

(3)Amounts netted include both netting by counterparty and for cash collateral

paid or received.

(4)We have not received or pledged additional collateral under master netting

agreements and/or other credit support agreements that is eligible to be

offset beyond what has been offset in our Consolidated Statements of

Financial Condition.

Gains (losses) recognized in Interest expense related to fair value

hedges:

$ in thousands	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
Gains (Losses)	2025	2024	2025	2024
Interest rate swaps (1) ..................	$(415)	$(26,253)	$(6,043)	$(30,811)
Long-term debt ...............................	(11,968)	10,282	(18,659)	(985)
Total .................................................	$(12,383)	$(15,971)	$(24,702)	$(31,796)

(1)Includes net settlements of $12.2 million and $24.1 million for the three and

six months ended May 31, 2025, respectively, and $16.1 million and $32.0

million for the three and six months ended May 31, 2024, respectively.

Gains (losses) on our net investment hedges recognized in

Currency translation and other adjustments, a component of

Other comprehensive income (loss):

$ in thousands	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
Gains (Losses)	2025	2024	2025	2024
Foreign exchange contracts .........	$(90,986)	$(10,925)	$(74,132)	$(8,808)
Total .................................................	$(90,986)	$(10,925)	$(74,132)	$(8,808)

Unrealized and realized gains (losses) on derivative contracts

recognized primarily in Principal transactions revenues, which are

utilized in connection with our client activities and our economic

risk management activities:

$ in thousands	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
Gains (Losses)	2025	2024	2025	2024
Interest rate contracts ...................	$(8,710)	$36,783	$(31,212)	$58,505
Foreign exchange contracts .........	21,645	42,363	16,770	32,529
Equity contracts ..............................	823,950	50,298	1,318,166	(259,358)
Commodity contracts ....................	7,723	14,332	13,457	18,432
Credit contracts ..............................	653	(8,769)	1,704	(13,342)
Total .................................................	$845,261	$135,007	$1,318,885	$(163,234)

The net gains (losses) on derivative contracts in the table above

are one of a number of activities comprising our business

activities and are before consideration of economic hedging

transactions, which generally offset the net gains (losses)

included above. We substantially mitigate our exposure to market

risk on our cash instruments through derivative contracts, which

generally provide offsetting revenues, and we manage the risk

associated with these contracts in the context of our overall risk

management framework.

24	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

OTC Derivatives

Remaining contract maturities at May 31, 2025:

	OTC Derivative Assets (1) (2) (3)
$ in thousands	0 – 12<br><br>Months	1 – 5<br><br>Years	Greater<br><br>Than 5<br><br>Years	Cross-<br><br>Maturity<br><br>Netting<br><br>(4)	Total
Commodity swaps, options and<br><br>forwards ......................................	$4,031	$—	$—	$—	$4,031
Equity options and forwards ..........	238,135	872	—	(389)	238,618
Credit default swaps .......................	—	—	21,592	(106)	21,486
Total return swaps ...........................	147,772	57,728	181	(2,269)	203,412
Foreign currency forwards, swaps<br><br>and options .................................	68,897	992	—	—	69,889
Fixed income forwards ...................	42,666	—	—	—	42,666
Interest rate swaps, options and<br><br>forwards ......................................	52,418	142,873	32,691	(31,415)	196,567
Total ...................................................	$553,919	$202,465	$54,464	$(34,179)	776,669
Cross-product counterparty<br><br>netting ..........................................					(37,916)
Total OTC derivative assets<br><br>included in Financial<br><br>instruments owned ....................					$738,753			OTC Derivative Liabilities (1) (2) (3)
---	---	---	---	---	---
$ in thousands	0 – 12<br><br>Months	1 – 5<br><br>Years	Greater<br><br>Than 5<br><br>Years	Cross-<br><br>Maturity<br><br>Netting<br><br>(4)	Total
Commodity swaps, options and<br><br>forwards ......................................	$1,376	$—	$—	$—	$1,376
Equity options and forwards ..........	208,093	88,727	13,726	(389)	310,157
Credit default swaps ........................	714	753	9,680	(106)	11,041
Total return swaps ...........................	271,638	131,091	—	(2,269)	400,460
Foreign currency forwards, swaps<br><br>and options .................................	98,657	427	—	—	99,084
Fixed income forwards ...................	528	—	—	—	528
Interest rate swaps, options and<br><br>forwards ......................................	34,901	85,465	463,024	(31,415)	551,975
Total ...................................................	$615,907	$306,463	$486,430	$(34,179)	1,374,621
Cross-product counterparty<br><br>netting ..........................................					(37,916)
Total OTC derivative liabilities<br><br>included in Financial<br><br>instruments sold, not yet<br><br>purchased ...................................					$1,336,705

(1)At May 31, 2025, we held net exchange-traded derivative assets and liabilities

with a fair value of $834.1 million and $42.1 million, respectively, which are not

included in these tables.

(2)OTC derivative assets and liabilities in the tables above are gross of collateral

pledged. OTC derivative assets and liabilities are recorded net of collateral

pledged in our Consolidated Statements of Financial Condition. At May 31,

2025, cash collateral received and pledged was $284.4 million and $656.1

million, respectively.

(3)Derivative fair values include counterparty netting within product category.

(4)Amounts represent the netting of receivable balances with payable balances

for the same counterparty within product category across maturity categories.

OTC derivative assets at May 31, 2025:

Counterparty credit quality (1):	$ in thousands
A- or higher ...............................................................................................	$246,263
BBB- to BBB+ ...........................................................................................	29,767
BB+ or lower .............................................................................................	194,209
Unrated .....................................................................................................	268,514
Total ..........................................................................................................	$738,753

(1)We utilize internal credit ratings determined by our Risk Management

department. Credit ratings determined by Risk Management use

methodologies that produce ratings generally consistent with those produced

by external rating agencies.

Credit Related Derivative Contracts

External credit ratings of the underlyings or referenced assets for

our written credit related derivative contracts:

	May 31, 2025
	External Credit Rating
$ in millions	Investment<br><br>Grade	Non-<br><br>investment<br><br>Grade	Total<br><br>Notional
Credit protection sold:
Index credit default swaps .....................	$63.2	$743.8	$807.0			November 30, 2024
---	---	---	---
	External Credit Rating
$ in millions	Investment<br><br>Grade	Non-<br><br>investment<br><br>Grade	Total<br><br>Notional
Credit protection sold:
Index credit default swaps .....................	$395.2	$553.4	$948.6

Contingent Features

Certain of our derivative instruments contain provisions that

require our debt to maintain an investment grade credit rating

from each of the major credit rating agencies. If our debt were to

fall below investment grade, it would be in violation of these

provisions and the counterparties to the derivative instruments

could request immediate payment or demand immediate and

ongoing full overnight collateralization on our derivative

instruments in liability positions. The following table presents the

aggregate fair value of all derivative instruments with such credit-

risk-related contingent features that are in a liability position, the

collateral amounts we have posted or received in the normal

course of business and the potential collateral we would have

been required to return and/or post additionally to our

counterparties if the credit-risk-related contingent features

underlying these agreements were triggered:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Derivative instrument liabilities with credit-risk-<br><br>related contingent features ....................................	$197.3	$102.3
Collateral posted ...........................................................	(105.6)	(50.6)
Collateral received ........................................................	297.8	296.1
Return of and additional collateral required in the<br><br>event of a credit rating downgrade below<br><br>investment grade (1) ...............................................	389.5	347.8

(1)These potential outflows include initial margin received from counterparties at

the execution of the derivative contract. The initial margin will be returned if

counterparties elect to terminate the contract after a downgrade.

May 2025 Form 10-Q	25

Notes to Consolidated Financial Statements

Note 8. Collateralized Transactions

	May 31, 2025
$ in millions	Securities<br><br>Lending<br><br>Arrangements	Repurchase<br><br>Agreements	Obligation to<br><br>Return<br><br>Securities<br><br>Received as<br><br>Collateral, at<br><br>Fair Value	Total
Collateral Pledged:
Corporate equity<br><br>securities .....................	$1,555.0	$1,823.9	$—	$3,378.9
Corporate debt<br><br>securities .....................	371.6	4,196.9	—	4,568.5
Mortgage-backed and<br><br>asset-backed<br><br>securities .....................	—	2,133.0	—	2,133.0
U.S. government and<br><br>federal agency<br><br>securities .....................	84.4	9,169.2	—	9,253.6
Municipal securities ........	—	467.7	—	467.7
Sovereign obligations .....	30.8	2,061.4	51.0	2,143.2
Loans and other<br><br>receivables ..................	—	692.9	—	692.9
Total ..................................	$2,041.8	$20,545.0	$51.0	$22,637.8			November 30, 2024
---	---	---	---	---
$ in millions	Securities<br><br>Lending<br><br>Arrangements	Repurchase<br><br>Agreements	Obligation to<br><br>Return<br><br>Securities<br><br>Received as<br><br>Collateral, at<br><br>Fair Value	Total
Collateral Pledged:
Corporate equity<br><br>securities .....................	$2,059.8	$1,394.2	$3.9	$3,457.8
Corporate debt<br><br>securities .....................	416.4	4,522.5	—	4,938.9
Mortgage-backed and<br><br>asset-backed<br><br>securities .....................	—	2,384.8	—	2,384.8
U.S. government and<br><br>federal agency<br><br>securities .....................	30.9	6,837.1	—	6,868.0
Municipal securities ........	—	212.1	—	212.1
Sovereign obligations .....	33.7	1,981.0	181.7	2,196.4
Loans and other<br><br>receivables ..................	—	757.4	—	757.4
Total ..................................	$2,540.9	$18,088.9	$185.6	$20,815.4			May 31, 2025
---	---	---	---	---	---
$ in millions	Overnight<br><br>and<br><br>Continuous	Up to 30<br><br>Days	31-90<br><br>Days	Greater<br><br>than 90<br><br>Days	Total
Securities lending<br><br>arrangements ..............	$1,474.5	$76.1	$195.0	$296.2	$2,041.8
Repurchase agreements .	2,431.4	10,216.6	3,879.2	4,017.8	20,545.0
Obligation to return<br><br>securities received as<br><br>collateral, at fair<br><br>value .............................	51.0	—	—	—	51.0
Total ...................................	$3,956.9	$10,292.7	$4,074.2	$4,314.0	$22,637.8			November 30, 2024
---	---	---	---	---	---
$ in millions	Overnight<br><br>and<br><br>Continuous	Up to 30<br><br>Days	31-90<br><br>Days	Greater<br><br>than 90<br><br>Days	Total
Securities lending<br><br>arrangements ..............	$1,617.8	$154.3	$250.4	$518.4	$2,540.9
Repurchase agreements .	2,258.1	7,055.1	4,182.8	4,592.9	18,088.9
Obligation to return<br><br>securities received as<br><br>collateral, at fair<br><br>value .............................	185.6	—	—	—	185.6
Total ...................................	$4,061.5	$7,209.4	$4,433.2	$5,111.2	$20,815.4

We receive securities as collateral under resale agreements,

securities borrowing transactions, customer margin loans, and in

connection with securities-for-securities transactions in which we

are the lender of securities. We also receive securities as initial

margin on certain derivative transactions. In many instances, we

are permitted by contract to rehypothecate the securities

received as collateral. These securities may be used to secure

repurchase agreements, enter into securities lending

transactions, satisfy margin requirements on derivative

transactions or cover short positions. At May 31, 2025 and

November 30, 2024, the approximate fair value of securities

received as collateral by us that may be sold or repledged was

$45.53 billion and $37.63 billion, respectively. At May 31, 2025

and November 30, 2024, a substantial portion of the securities

received by us had been sold or repledged.

26	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Securities Financing Agreements

To manage our exposure to credit risk associated with securities financing transactions, we may enter into master netting agreements

and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including,

but not limited to, master securities lending agreements (securities lending transactions) and master repurchase agreements

(repurchase transactions).

	May 31, 2025
$ in millions	Gross<br><br>Amounts	Netting in<br><br>Consolidated<br><br>Statements<br><br>of Financial<br><br>Condition	Net Amounts in<br><br>Consolidated<br><br>Statements of<br><br>Financial<br><br>Condition	Additional<br><br>Amounts<br><br>Available for<br><br>Setoff (1)	Available<br><br>Collateral (2)	Net<br><br>Amount (3)
Assets:
Securities borrowing arrangements ...................................	$7,844.8	$—	$7,844.8	$(585.4)	$(1,769.1)	$5,490.3
Reverse repurchase agreements .........................................	15,872.4	(8,387.4)	7,485.0	(1,479.4)	(5,919.8)	85.8
Securities received as collateral, at fair value ...................	51.0	—	51.0	—	(51.0)	—
Liabilities:
Securities lending arrangements ........................................	$2,041.8	$—	$2,041.8	$(585.4)	$(1,408.1)	$48.3
Repurchase agreements .......................................................	20,545.0	(8,387.4)	12,157.6	(1,479.4)	(10,039.6)	638.6
Obligation to return securities received as collateral, at<br><br>fair value .............................................................................	51.0	—	51.0	—	(51.0)	—			November 30, 2024
---	---	---	---	---	---	---
$ in millions	Gross<br><br>Amounts	Netting in<br><br>Consolidated<br><br>Statements<br><br>of Financial<br><br>Condition	Net Amounts in<br><br>Consolidated<br><br>Statements of<br><br>Financial<br><br>Condition	Additional<br><br>Amounts<br><br>Available for<br><br>Setoff (1)	Available<br><br>Collateral (2)	Net<br><br>Amount (4)
Assets:
Securities borrowing arrangements ...................................	$7,213.4	$—	$7,213.4	$(325.4)	$(1,537.3)	$5,350.7
Reverse repurchase agreements .........................................	11,930.7	(5,751.0)	6,179.7	(1,475.9)	(4,574.0)	129.8
Securities received as collateral, at fair value ...................	185.6	—	185.6	—	(185.6)	—
Liabilities:
Securities lending arrangements ........................................	$2,540.9	$—	$2,540.9	$(325.4)	$(2,091.4)	$124.1
Repurchase agreements .......................................................	18,088.9	(5,751.0)	12,337.9	(1,475.9)	(10,274.6)	587.4
Obligation to return securities received as collateral, at<br><br>fair value .............................................................................	185.6	—	185.6	—	(185.6)	—

(1)Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty’s outstanding

rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by a counterparty in the event of a counterparty’s

default, but which are not netted in our Consolidated Statements of Financial Condition because other netting provisions of U.S. GAAP are not met.

(2)Includes securities received or paid under collateral arrangements with counterparties that could be liquidated in the event of a counterparty default and thus offset

against a counterparty’s rights and obligations under the respective repurchase agreements or securities borrowing or lending arrangements.

(3)Includes $5.41 billion of securities borrowing arrangements, for which we have received securities collateral of $5.38 billion, and $560.0 million of repurchase

agreements, for which we have pledged securities collateral of $573.1 million, which are subject to master netting agreements, but we have not determined the

agreements to be legally enforceable.

(4)Includes $5.31 billion of securities borrowing arrangements, for which we have received securities collateral of $5.19 billion, and $645.0 million of repurchase

agreements, for which we have pledged securities collateral of $656.9 million, which are subject to master netting agreements, but we have not determined the

agreements to be legally enforceable.

May 2025 Form 10-Q	27

Notes to Consolidated Financial Statements

Cash and Securities Segregated and on Deposit for Regulatory

Purposes or Deposited with Clearing and Depository

Organizations

Cash and securities segregated in accordance with regulatory

regulations and deposited with clearing and depository

organizations primarily consist of deposits in accordance with

Rule 15c3-3 of the Securities Exchange Act of 1934, which

subjects Jefferies LLC as a broker-dealer carrying customer

accounts to requirements related to maintaining cash or qualified

securities in segregated special reserve bank accounts for the

exclusive benefit of its customers.

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Cash and securities segregated and on<br><br>deposit for regulatory purposes or<br><br>deposited with clearing and depository<br><br>organizations ..................................................	$1,051.3	$1,132.6

Note 9. Securitization Activities

We engage in securitization activities related to corporate loans,

mortgage loans, consumer loans and mortgage-backed and other

asset-backed securities. In our securitization transactions, we

transfer these assets to special purpose entities (“SPEs”) and act

as the placement or structuring agent for the beneficial interests

sold to investors by the SPE. A portion of our securitization

transactions are the securitization of assets issued or

guaranteed by U.S. government agencies. These SPEs generally

meet the criteria of VIEs; however, we generally do not

consolidate the SPEs as we are not considered the primary

beneficiary for these SPEs. Refer to Note 10, Variable Interest

Entities for further discussion on VIEs and our determination of

the primary beneficiary.

We account for our securitization transactions as sales, provided

we have relinquished control over the transferred assets.

Transferred assets are carried at fair value with unrealized gains

and losses reflected in Principal transactions revenues prior to

the identification and isolation for securitization. Subsequently,

revenues recognized upon securitization are reflected as net

underwriting revenues. We generally receive cash proceeds in

connection with the transfer of assets to an SPE. We may,

however, have continuing involvement with the transferred

assets, which is limited to retaining one or more tranches of the

securitization (primarily senior and subordinated debt securities

in the form of mortgage-backed and other-asset backed

securities or CLOs). These securities are included in Financial

instruments owned, at fair value and are generally initially

categorized as Level 2 within the fair value hierarchy.

Securitizations that were accounted for as sales in which we had

continuing involvement:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Transferred assets .....................	$2,591.4	$1,910.0	$2,633.4	$3,412.0
Proceeds on new<br><br>securitizations .......................	2,591.4	1,910.0	2,633.4	3,412.0
Cash flows received on<br><br>retained interests ..................	6.5	9.0	11.1	19.1

We have no explicit or implicit arrangements to provide additional

financial support to these SPEs, have no liabilities related to

these SPEs and do not have any outstanding derivative contracts

executed in connection with these securitization activities at

May 31, 2025 and November 30, 2024.

Our retained interests in SPEs where we transferred assets and

have continuing involvement and received sale accounting

treatment:

$ in millions	May 31, 2025		November 30, 2024
Securitization Type	Total<br><br>Assets	Retained<br><br>Interests	Total<br><br>Assets	Retained<br><br>Interests
U.S. government agency RMBS ...	$2,045.0	$18.6	$3,956.8	$105.7
U.S. government agency CMBS ...	1,345.2	48.0	1,817.1	91.8
CLOs .................................................	10,416.7	60.2	9,001.9	37.2
Consumer and other loans ...........	1,674.3	58.7	1,424.4	52.1

Total assets represent the unpaid principal amount of assets in

the SPEs in which we have continuing involvement and are

presented solely to provide information regarding the size of the

transactions and the size of the underlying assets supporting our

retained interests and are not considered representative of the

risk of potential loss. Assets retained in connection with a

securitization transaction represent the fair value of the

securities of one or more tranches issued by an SPE, including

senior and subordinated tranches. Our risk of loss is limited to

this fair value amount which is included in total Financial

instruments owned in our Consolidated Statements of Financial

Condition.

Although not obligated, in connection with secondary market-

making activities we may make a market in the securities issued

by these SPEs. In these market-making transactions, we buy

these securities from and sell these securities to investors.

Securities purchased through these market-making activities are

not considered to be continuing involvement in these SPEs. To

the extent we purchased securities through these market-making

activities, and we are not deemed to be the primary beneficiary of

the VIE, these securities are included in agency and non-agency

mortgage-backed and asset-backed securitizations in the

nonconsolidated VIEs section presented in Note 10, Variable

Interest Entities.

Note 10. Variable Interest Entities

VIEs are entities in which equity investors lack the characteristics

of a controlling financial interest. VIEs are consolidated by the

primary beneficiary. The primary beneficiary is the party who has

both (1) the power to direct the activities of a VIE that most

significantly impact the entity’s economic performance and (2)

an obligation to absorb losses of the entity or a right to receive

benefits from the entity that could potentially be significant to the

entity.

Our variable interests in VIEs include debt and equity interests,

commitments, guarantees and certain fees. Our involvement with

VIEs arises primarily from:

•Purchases of securities in connection with our trading and

secondary market making activities;

•Retained interests held as a result of securitization activities;

•Acting as placement agent and/or underwriter in connection

with client-sponsored securitizations;

•Financing of agency and non-agency mortgage-backed and

other asset-backed securities;

•Acting as servicer for a fee to automobile loan financing

vehicles;

28	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

•Warehouse funding arrangements for client-sponsored

consumer and mortgage loan vehicles and CLOs through

participation agreements, forward sale agreements, reverse

repurchase agreements, and revolving loan and note

commitments; and

•Loans to, investments in and fees from various investment

vehicles.

We determine whether we are the primary beneficiary of a VIE

upon our initial involvement with the VIE and we reassess

whether we are the primary beneficiary of a VIE on an ongoing

basis. Our determination of whether we are the primary

beneficiary of a VIE is based upon the facts and circumstances

for each VIE and requires judgment. Our considerations in

determining the VIE’s most significant activities and whether we

have power to direct those activities include, but are not limited

to, the VIE’s purpose and design and the risks passed through to

investors, the voting interests of the VIE, management, service

and/or other agreements of the VIE, involvement in the VIE’s

initial design and the existence of explicit or implicit financial

guarantees. In situations where we have determined that the

power over the VIE’s significant activities is shared, we assess

whether we are the party with the power over the most significant

activities. If we are the party with the power over the most

significant activities, we meet the “power” criteria of the primary

beneficiary. If we do not have the power over the most significant

activities or we determine that decisions require consent of each

sharing party, we do not meet the “power” criteria of the primary

beneficiary.

We assess our variable interests in a VIE both individually and in

aggregate to determine whether we have an obligation to absorb

losses of or a right to receive benefits from the VIE that could

potentially be significant to the VIE. The determination of whether

our variable interest is significant to the VIE requires judgment. In

determining the significance of our variable interest, we consider

the terms, characteristics and size of the variable interests, the

design and characteristics of the VIE, our involvement in the VIE

and our market-making activities related to the variable interests.

Consolidated VIEs:

	May 31, 2025 (1)
$ in millions	Secured<br><br>Funding<br><br>Vehicles	Other
Cash ...................................................................................	$—	$16.8
Financial instruments owned ........................................	—	56.6
Securities purchased under agreements to resell (2)	3,336.9	—
Receivables from brokers (3) .........................................	—	21.3
Other receivables .............................................................	—	3.1
Other assets (4) ...............................................................	—	88.6
Total assets ......................................................................	$3,336.9	$186.4
Financial instruments sold, not yet purchased ...........	$—	$10.6
Other secured financings (5) .........................................	3,333.2	29.9
Other liabilities (6) ...........................................................	5.1	25.9
Long-term debt ................................................................	—	70.1
Total liabilities .................................................................	$3,338.3	$136.5			November 30, 2024 (1)
---	---	---
$ in millions	Secured<br><br>Funding<br><br>Vehicles	Other
Cash ...................................................................................	$—	$1.6
Financial instruments owned .........................................	—	40.0
Securities purchased under agreements to resell (2)	2,829.7	—
Receivables from brokers (3) .........................................	—	23.5
Other receivables .............................................................	—	3.0
Other assets (4) ...............................................................	—	90.3
Total assets ......................................................................	$2,829.7	$158.4
Financial instruments sold, not yet purchased ...........	$—	$7.6
Other secured financings (5) .........................................	2,823.0	26.1
Other liabilities (6) ...........................................................	6.7	23.1
Long-term debt ................................................................	—	70.1
Total liabilities .................................................................	$2,829.7	$126.9

(1)Assets and liabilities are presented prior to consolidation and thus a portion of

these assets and liabilities are eliminated in consolidation.

(2)Securities purchased under agreements to resell primarily represent amounts

due under collateralized transactions from related consolidated entities, which

are all eliminated in consolidation.

(3)$0.8 million and $1.5 million of receivables from brokers at May 31, 2025 and

November 30, 2024, respectively, are with related consolidated entities, which

are eliminated in consolidation.

(4)$3.6 million and $3.4 million of the other assets at May 31, 2025 and

November 30, 2024, respectively, represent intercompany receivables with

related consolidated entities, which are eliminated in consolidation.

(5)$734.0 million and $719.0 million of the other secured financings at May 31,

2025 and November 30, 2024, respectively, are with related consolidated

entities and are eliminated in consolidation.

(6)$24.8 million and $22.0 million of the other liabilities amounts at May 31, 2025

and November 30, 2024, respectively, are with related consolidated entities,

which are eliminated in consolidation.

Secured Funding Vehicles. We are the primary beneficiary of

asset-backed financing vehicles to which we sell agency and non-

agency residential and commercial mortgage loans, and asset-

backed securities pursuant to the terms of a master repurchase

agreement. Our variable interests in these vehicles consist of our

collateral margin maintenance obligations under the master

repurchase agreement, which we manage, and retained interests

in securities issued. The assets of these VIEs consist of reverse

repurchase agreements, which are available for the benefit of the

vehicle’s debt holders. In addition, we also from time to time

securitize other financial instruments and own variable interests

in the securitization vehicles to the extent that we consolidate

such vehicles.

Other. We are the primary beneficiary of certain investment

vehicles that we manage for external investors and certain

investment vehicles set up for the benefit of our employees as

well as investment vehicles managed by third parties where we

have a controlling financial interest. The assets of these VIEs

consist primarily of equity securities and broker receivables. Our

variable interests in these vehicles consist of equity securities,

management and performance fees and revenue share. The

creditors of these VIEs do not have recourse to our general credit

and each such VIE’s assets are not available to satisfy any other

debt.

We are the primary beneficiary of a real estate syndication entity

that develops multi-family residential property and manages the

property. The assets of the VIE consist primarily of real estate

and its liabilities primarily consist of accrued expenses and long-

term debt secured by the real estate property. Our variable

interest in the VIE primarily consists of our limited liability

company interest, a sponsor promote and development and

asset management fees for managing the project.

May 2025 Form 10-Q	29

Notes to Consolidated Financial Statements

We are the primary beneficiary of special purpose vehicles that

hold risk retention notes issued as part of unsecured loan asset-

backed transactions. Our variable interest in the VIEs primarily

consists of our ownership of certificates issued by the VIEs.

Nonconsolidated VIEs

	May 31, 2025
	Carrying Amount		Maximum<br><br>Exposure to<br><br>Loss	VIE Assets
$ in millions	Assets	Liabilities
CLOs ......................................	$969.6	$42.2	$4,843.7	$15,080.2
Asset-backed vehicles ........	734.3	—	994.9	3,601.2
Related party private equity<br><br>vehicles ............................	3.4	—	15.0	40.7
Other investment vehicles ..	1,385.4	—	1,606.3	30,032.9
Total .......................................	$3,092.7	$42.2	$7,459.9	$48,755.0			November 30, 2024
---	---	---	---	---
	Carrying Amount		Maximum<br><br>Exposure to<br><br>Loss	VIE Assets
$ in millions	Assets	Liabilities
CLOs ......................................	951.8	$26.5	$6,511.1	$14,872.4
Asset-backed vehicles ........	827.4	—	946.3	4,266.7
Related party private equity<br><br>vehicles ............................	3.7	—	14.0	34.4
Other investment vehicles ..	1,107.8	—	1,365.8	19,064.1
Total .......................................	$2,890.7	$26.5	$8,837.2	$38,237.6

Our maximum exposure to loss often differs from the carrying

value of the variable interests. The maximum exposure to loss is

dependent on the nature of our variable interests in the VIEs and

is limited to the notional amounts of certain loan and equity

commitments and guarantees. Our maximum exposure to loss

does not include the offsetting benefit of any financial

instruments that may be utilized to hedge the risks associated

with our variable interests and is not reduced by the amount of

collateral held as part of a transaction with a VIE.

Collateralized Loan Obligations. Assets collateralizing the CLOs

include bank loans, participation interests, sub-investment grade

and senior secured U.S. loans, and senior secured Euro-

denominated corporate leveraged loans and bonds. We

underwrite securities issued in CLO transactions on behalf of

sponsors and provide advisory services to the sponsors. We may

also sell corporate loans to the CLOs. Our variable interests in

connection with CLOs where we have been involved in providing

underwriting and/or advisory services consist of the following:

•Forward sale agreements whereby we commit to sell, at a fixed

price, corporate loans and ownership interests in an entity

holding such corporate loans to CLOs;

•Warehouse funding arrangements in the form of:

◦Participation interests in corporate loans held by CLOs and

commitments to fund such participation interests;

◦Reverse repurchase agreements with collateral margin

maintenance obligations and commitments to fund such

reverse repurchase agreements; and

◦Senior and subordinated notes issued in connection with

CLO warehousing activities.

•Trading positions in securities issued in CLO transactions; and

•Investments in variable funding notes issued by CLOs.

Asset-Backed Vehicles. We provide financing and lending related

services to certain client-sponsored VIEs in the form of revolving

funding note agreements, revolving credit facilities, forward

purchase agreements and reverse repurchase agreements. We

also may transfer originated corporate loans to certain VIEs and

hold subordinated interests issued by the vehicle. The underlying

assets, which are collateralizing the vehicles, are primarily

composed of unsecured consumer loans, mortgage loans and

corporate loans. In addition, we may provide structuring and

advisory services and act as an underwriter or placement agent

for securities issued by the vehicles. We do not control the

activities of these entities.

Related Party Private Equity Vehicles. We have committed to

invest in private equity funds, (the “JCP Funds”, including JCP

Fund V (refer to Note 11, Investments for further information))

managed by Jefferies Capital Partners, LLC (the “JCP Manager”).

Additionally, we have committed to invest in the general partners

of the JCP Funds (the “JCP General Partners”) and the JCP

Manager. Our variable interests in the JCP Funds, JCP General

Partners and JCP Manager (collectively, the “JCP Entities”)

consist of equity interests that, in total, provide us with limited

and general partner investment returns of the JCP Funds, a

portion of the carried interest earned by the JCP General Partners

and a portion of the management fees earned by the JCP

Manager. At both May 31, 2025 and November 30, 2024, our total

equity commitment in the JCP Entities was $133.0 million, of

which $123.2 million had been funded. The carrying value of our

equity investments in the JCP Entities was $2.8 million and $3.2

million at May 31, 2025 and November 30, 2024, respectively. Our

exposure to loss is limited to the total of our carrying value and

unfunded equity commitment. The assets of the JCP Entities

primarily consist of private equity and equity related investments.

At both May 31, 2025 and November 30, 2024, we had also

committed to invest $1.0 million, of which $0.6 million was

funded in a private equity fund managed by us for the benefit of

our employees. The carrying value of our equity was $0.6 million

and $0.5 million at May 31, 2025 and November 30, 2024,

respectively.

Other Investment Vehicles. At May 31, 2025 and November 30,

2024, we had equity commitments to invest $1.59 billion and

$1.43 billion, respectively, in various other investment vehicles, of

which $1.37 billion and $1.17 billion was funded, respectively.

The carrying value of our equity investments was $1.39 billion

and $1.11 billion at May 31, 2025 and November 30, 2024,

respectively. Our exposure to loss is limited to the total of our

carrying value and unfunded equity commitment. These

investment vehicles have assets primarily consisting of private

and public equity investments, debt instruments, trade and

insurance claims and various oil and gas assets.

Mortgage-Backed and Other Asset-Backed Secured Funding

Vehicles. In connection with our secondary trading and market-

making activities, we buy and sell agency and non-agency

mortgage-backed securities and other asset-backed securities,

which are issued by third-party securitization SPEs and are

generally considered variable interests in VIEs. Securities issued

by securitization SPEs are backed by residential mortgage loans,

U.S. agency collateralized mortgage obligations, commercial

mortgage loans, CDOs and CLOs and other consumer loans, such

as installment receivables, automobile loans and student loans.

These securities are accounted for at fair value and included in

Financial instruments owned. We have no other involvement with

the related SPEs and therefore do not consolidate these entities.

30	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

We also engage in underwriting, placement and structuring

activities for third-party-sponsored securitization trusts generally

through agency (Fannie Mae, Federal Home Loan Mortgage

Corporation (“Freddie Mac”) or Ginnie Mae) or non-agency-

sponsored SPEs and may purchase loans or mortgage-backed

securities from third-parties that are subsequently transferred

into the securitization trusts. The securitizations are backed by

residential and commercial mortgage, home equity and

automobile loans. We do not consolidate agency-sponsored

securitizations as we do not have the power to direct the

activities of the SPEs that most significantly impact their

economic performance. Further, we are not the servicer of non-

agency-sponsored securitizations and therefore do not have

power to direct the most significant activities of the SPEs and

accordingly, do not consolidate these entities. We may retain

unsold senior and/or subordinated interests at the time of

securitization in the form of securities issued by the SPEs.

At May 31, 2025 and November 30, 2024, we held $1.80 billion

and $1.84 billion of agency mortgage-backed securities,

respectively, and $153.7 million and $201.1 million of non-agency

mortgage-backed and other asset-backed securities, respectively,

as a result of our secondary trading and market-making activities,

and underwriting, placement and structuring activities. Our

maximum exposure to loss on these securities is limited to the

carrying value of our investments in these securities. These

mortgage-backed and other asset-backed secured funding

vehicles discussed are not included in the above table containing

information about our variable interests in nonconsolidated VIEs.

Note 11. Investments

Investments for which we exercise significant influence over the

investee are accounted for under the equity method of

accounting with our shares of the investees’ earnings recognized

in Other revenues. Equity method investments, including any

loans to the investees, are reported within Investments in and

loans to related parties.

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Total Investments in and loans to related<br><br>parties ........................................................	$1,436.6	$1,385.7			Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Total equity method pickup<br><br>earnings recognized in Other<br><br>revenues ...................................	$8.1	$28.5	$15.2	$37.2

The following presents summarized financial information about

our significant equity method investees. For certain investees, we

receive financial information on a lag and the summarized

information provided for these investees is based on the latest

financial information available as of May 31, 2025, November 30,

2024 and May 31, 2024.

Jefferies Finance

Jefferies Finance, our 50/50 joint venture with Massachusetts

Mutual Life Insurance Company (“MassMutual”) structures,

underwrites and syndicates primarily senior secured loans to

corporate borrowers; and manages proprietary and third-party

investments in both broadly syndicated and direct lending loans.

In connection with its Leveraged Finance business, loans are

originated primarily through our investment banking efforts and

Jefferies Finance typically syndicates to third-party investors

substantially all of its arranged volume through us. The Asset

Management business is a multi-strategy private credit platform

that manages proprietary and third-party capital across

commingled funds, funds-of-one, separately managed accounts,

business development companies, CLOs and levered balance

sheet funds. Broadly syndicated loan investments are sourced

through transactions arranged by Jefferies Finance and third-

party arrangers and managed through its subsidiary, Apex Credit

Partners LLC. Direct lending investments are primarily sourced

through us. Jefferies Finance and its subsidiaries that are

involved in investment management are registered investment

advisers with the SEC.

At May 31, 2025, we and MassMutual each had equity

commitments to Jefferies Finance of $750.0 million, for a

combined total commitment of $1.5 billion. The equity

commitment is reduced quarterly based on our share of any

undistributed earnings from Jefferies Finance and the

commitment is increased only to the extent the share of such

earnings are distributed. At May 31, 2025, our unfunded

commitment to Jefferies Finance was $15.4 million. The

investment commitment is scheduled to expire on March 1, 2026

with automatic one year extensions absent a 60 day termination

notice by either party.

Jefferies Finance has executed a Secured Revolving Credit

Facility with us and MassMutual, to be funded equally, to support

loan underwritings by Jefferies Finance, which bears interest

based on the interest rates of the related Jefferies Finance

underwritten loans and is secured by the underlying loans funded

by the proceeds of the facility. The total Secured Revolving Credit

Facility is a committed amount of $500.0 million at May 31, 2025.

Advances are shared equally between us and MassMutual. The

facility is scheduled to mature on March 1, 2026 with automatic

one year extensions absent a 60 day termination notice by either

party. At May 31, 2025, our $250.0 million commitment was

undrawn.

Activity related to the facility:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Unfunded commitment fees .........	$0.3	$0.3	0.6	0.6

Selected financial information for Jefferies Finance:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Total assets ....................................................	$6,073.6	$5,762.6
Total liabilities ................................................	4,732.8	4,415.6
Total mezzanine equity .................................	13.9	14.4		$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
---	---	---
Our total investment balance .......................	$663.5	$666.3			Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Net earnings (losses)<br><br>attributable to members ..........	$0.1	$40.2	$(1.6)	$39.3
May 2025 Form 10-Q	31
---	---

Notes to Consolidated Financial Statements

Activity related to our other transactions with Jefferies Finance:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Origination and syndication fee<br><br>revenues (1) ............................	$58.4	$74.9	$118.6	$127.3
Origination fee expenses (1) .....	13.9	9.7	32.4	24.6
CLO placement and structuring<br><br>fee revenues (2) ....................	1.3	0.3	1.5	0.3
Placement and referral fees (3)	9.4	0.4	10.0	0.9
Asset management fee<br><br>revenues (4) .............................	7.5	—	7.5	—
Service fee revenues (5) .............	22.7	20.8	77.1	65.7

(1)We engage in the origination and syndication of loans underwritten by

Jefferies Finance. In connection with such services, we earned fees, which are

recognized in Investment banking revenues. In addition, we paid fees to

Jefferies Finance in respect of certain loans originated by Jefferies Finance,

which are recognized as Business development expenses.

(2)We act as a placement and/or structuring agent for CLOs managed by

Jefferies Finance, for which we recognized fees and are included in

Investment banking revenues.

(3)We receive fees from Jefferies Finance, which are recognized in Commissions

and other fees, in connection with placement and referral activities.

(4)Under a fee and revenue sharing agreement with Jefferies Finance, we receive

fees which are included in Asset management fees and revenues.

(5)Under a service agreement, we charge Jefferies Finance for various

administrative services provided.

In connection with non-U.S. dollar loans originated by Jefferies

Finance to borrowers who are investment banking clients of ours,

we have entered into an agreement to indemnify Jefferies

Finance with respect to any foreign currency exposure.

Receivables from Jefferies Finance, included in Other assets,

were $0.3 million and $1.9 million at May 31, 2025 and

November 30, 2024, respectively, and payables to Jefferies

Finance, included in Accrued expenses and other liabilities, were

$0.7 million at May 31, 2025. Additionally, a payable to Jefferies

Finance, related to cash deposited with us and included in

Payables to customers, was $1.0 million and $13.7 million at

May 31, 2025 and November 30, 2024, respectively.

Berkadia

Berkadia is a commercial real estate finance and investment

sales joint venture that was formed by us and Berkshire

Hathaway Inc. We are entitled to receive 45.0% of the profits of

Berkadia. Berkadia originates commercial and multifamily real

estate loans that are sold to U.S. government agencies or other

investors with Berkadia retaining the servicing rights. Berkadia

also provides advisory services in connection with sales of

multifamily assets. Berkadia is a servicer of commercial real

estate loans in the U.S., performing primary, master and special

servicing functions for U.S. government agency programs and

financial services companies.

Commercial paper issued by Berkadia is supported by a

$1.50 billion surety policy issued by a Berkshire Hathaway

insurance subsidiary and corporate guaranty, and we have

agreed to reimburse Berkshire Hathaway for one-half of any

losses incurred thereunder. At May 31, 2025, the aggregate

amount of commercial paper outstanding was $1.47 billion.

Selected financial information for Berkadia:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Total assets ...................................................	$4,914.9	$4,963.2
Total liabilities ...............................................	3,557.0	3,515.6
Total noncontrolling interest .......................	391.8	502.1		$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
---	---	---
Our total investment balance .......................	$437.7	$427.7			Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Net earnings attributable to<br><br>members ....................................	$44.2	$48.9	$82.0	$78.2			Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Distributions ....................................	$10.9	$2.9	$27.0	$6.7

At May 31, 2025 and November 30, 2024, we had commitments

to purchase $17.4 million and $21.8 million, respectively, of

agency CMBS from Berkadia.

Revenues from other transactions with Berkadia for the six

months ended May 31, 2025 were $0.1 million. Revenues and

expenses from other transactions with Berkadia for both the

three and six months ended May 31, 2024 were $0.3 million and

$0.4 million, respectively.

Real Estate Investments

Our real estate equity method investments primarily consist of

our equity interests in Brooklyn Renaissance Plaza and Hotel and

54 Madison. Brooklyn Renaissance Plaza is composed of a hotel,

office building complex and parking garage located in Brooklyn,

New York. We have a 25.4% equity interest in the hotel and a

61.3% equity interest in the office building and garage. Although

we have a majority interest in the office building and garage, we

do not have control, but only have the ability to exercise

significant influence on this investment. We are amortizing our

basis difference between the estimated fair value and the

underlying book value of Brooklyn Renaissance office building

and garage over the respective useful lives (weighted average life

of 39 years).

We own a 48.1% equity interest in 54 Madison, a fund that most

recently owned an interest in one real estate project and the fund

is in the process of being liquidated.

Selected financial information for our significant real estate

investments:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Total assets ....................................................	$316.2	$326.0
Total liabilities ................................................	476.5	484.7
	May 31,<br><br>2025	November 30,<br><br>2024
Our total investment balance .......................	$98.0	$97.8			Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Net earnings (losses) ....................	$(3.3)	$(2.4)	$1.3	$0.1
32	Jefferies Financial Group Inc.
---	---

Notes to Consolidated Financial Statements

	Three Months Ended<br><br>May 31,		Six Months Ended May<br><br>31,
$ in millions	2025	2024	2025	2024
Distributions we received<br><br>from Brooklyn Renaissance<br><br>Office .......................................	$1.2	$—	$1.2	$—

JCP Fund V

We have limited partnership interests of 11% and 50% in Jefferies

Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together,

“JCP Fund V”), respectively, which are private equity funds

managed by a team led by our President and which are in the

process of being fully liquidated. The amount of our investments

in JCP Fund V included in Financial instruments owned, at fair

value was $2.7 million and $2.9 million at May 31, 2025 and

November 30, 2024, respectively. We account for these

investments at fair value based on the NAV of the funds provided

by the fund managers. The following summarizes the results

from these investments which are included in Principal

transactions revenues:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Net gains (losses) from our<br><br>investments in JCP Fund V .....	$—	$0.1	$(0.2)	$(0.2)

At both May 31, 2025 and November 30, 2024, we were

committed to invest equity of up to $85.0 million in JCP Fund V.

At both May 31, 2025 and November 30, 2024, our unfunded

commitment relating to JCP Fund V was $8.7 million. We do not

expect any further capital to be called by JCP Fund V.

The following is a summary of the Net change in net assets

resulting from operations for 100.0% of JCP Fund V, in which we

owned effectively 35.1% at May 31, 2025 of the combined equity

interests:

	Three Months Ended
$ in millions	March 31,<br><br>2025	December 31,<br><br>2024	March 31,<br><br>2024	December 31,<br><br>2023
Net increase (decrease)<br><br>in net assets resulting<br><br>from operations (1) .....	$0.1	$(0.6)	$0.1	$(0.9)

(1)Financial information for JCP Fund V within our results of operations for the

three months and six months ended May 31, 2025 and 2024 is included based

on the periods presented.

Hildene

In July 2024, we invested $25.0 million in the Class A Common

Equity Units of Hildene Insurance Holdings, LLC (“Hildene

Insurance”), an investment fund with insurance exposures. On

March 1, 2025, we made an additional investment of

$75.0 million in Hildene Insurance, which resulted in an increase

of our effective ownership from 8.83% to 23.5%. The investment

is accounted for under the equity method with a carrying amount

of $104.2 million and $27.5 million at May 31, 2025 and

November 30, 2024, respectively.

Selected financial information for Hildene Insurance:

$ in millions	March 31,<br><br>2025 (1)	September 30,<br><br>2024 (1)
Total assets ...............................................................	$447.9	$304.2
Total liabilities ...........................................................	0.1	0.2
Total members’ equity .............................................	447.8	304.0			Three Months Ended (1)
---	---	---
$ in millions	March 31,<br><br>2025	December 31,<br><br>2024
Net increase in members’ equity resulting from<br><br>operations ................................................................	$27.5	$8.4

(1)Financial information for Hildene Insurance Holdings, LLC included in our

financial position at May 31, 2025 and November 30, 2024 is based on the

dates presented, and in our results of operations for the three and six months

ended May 31, 2025 is based on the periods presented.

ApiJect

We own shares that represent a 33.6% economic interest in

ApiJect at both May 31, 2025 and at November 30, 2024, which

are accounted for at fair value by electing the fair value option

available under U.S. GAAP, and are included within corporate

equity securities in Financial instruments owned, at fair value. At

both May 31, 2025 and November 30, 2024, the total fair value of

our total equity investment in common shares of ApiJect was

$116.1 million, which is classified within Level 3 of the fair value

hierarchy.

Additionally, we own warrants to purchase up to 950,000 shares

of common stock at any time or from time to time on or before

April 15, 2032, and we have a right to 1.125% of ApiJect’s future

revenues.

We also have a term loan agreement with a principal of ApiJect

for $23.3 million, which will mature on July 31, 2025. The loan is

accounted for at amortized cost and is reported within Other

assets. The loan has a fair value of $23.3 million at both May 31,

2025 and November 30, 2024, which would be classified as Level

3 in the fair value hierarchy.

Aircadia

In December 2023, Aircadia Leasing II LLC (“Aircadia”), a wholly

owned subsidiary, purchased airplanes and simultaneously

entered into a lease with the seller to lease the airplanes for a

term of 42 months. The transaction was accounted for as a sale

leaseback and the airplanes were recorded within Premises and

equipment at $57.7 million.

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Operating lease income ................	$1.3	$5.6	$6.9	$9.4

Also in December 2023, we provided a loan to the seller for

$30.0 million, which was paid off on April 1, 2025. The loan was

accounted for at amortized cost and included within Investments

in and loans to related parties. We recognized interest income of

$0.2 million and $1.0 million on the loan during the three months

and six months ended May 31, 2025, respectively, and

$0.8 million and $1.4 million during the three months and six

months ended May 31, 2024, respectively. We also hold preferred

shares in the seller, which are accounted for at fair value in

Financial instruments owned with a fair value of $41.8 million

and $37.1 million at May 31, 2025 and November 30, 2024,

respectively, and are classified within Level 3 of the fair value

hierarchy.

In September 2024, we provided a €15.0 million loan, maturing in

November 2025, to an individual related to the seller, secured by

a privately owned aircraft and guaranteed by the individual. We

recognized interest income of $0.5 million and $0.9 million for

the three months and six months ended May 31, 2025,

respectively.

May 2025 Form 10-Q	33

Notes to Consolidated Financial Statements

During 2024, we classified the airplanes related to the sale

leaseback transaction as held for sale. Effective with the

designation of the airplanes as held for sale, we suspended

recording depreciation on these assets. The airplanes are

included within Assets held for sale on our Consolidated

Statements of Financial Condition and had a carrying amount of

$51.9 million at November 30, 2024. During the second quarter of

2025, we agreed to sell the airplanes and we recognized a loss of

$12.8 million during the three months ended May 31, 2025. The

sale is expected to close in the third quarter of 2025.

Note 12. Credit Losses on Financial Assets Measured at

Amortized Cost

Secured Financing Receivables. In evaluating secured financing

receivables (reverse repurchases agreements, securities

borrowing arrangements, and margin loans), the underlying

collateral maintenance provisions are taken into consideration.

The underlying contractual collateral maintenance for

significantly all of our secured financing receivables requires that

the counterparty continually adjust the collateralization amount,

securing the credit exposure on these contracts. Collateralization

levels for our secured financing receivables are initially

established based upon the counterparty, the type of acceptable

collateral that is monitored daily and adjusted to mitigate the

potential of any credit losses. Credit losses are not recognized

for secured financing receivables where the underlying

collateral’s fair value is equal to or exceeds the asset’s amortized

cost basis. In cases where the collateral’s fair value does not

equal or exceed the amortized cost basis, the allowance for

credit losses, if any, is limited to the difference between the fair

value of the collateral at the reporting date and the amortized

cost basis of the financial assets.

Broker Receivables. Our receivables from brokers, dealers, and

clearing organizations include deposits of cash with exchange

clearing organizations to meet margin requirements, amounts

due from clearing organizations for daily variation settlements,

securities failed-to-deliver or receive and receivables and

payables for fees and commissions. These receivables generally

do not give rise to material credit risk and have a remote

probability of default either because of their short-term nature or

due to the credit protection framework inherent in the design and

operations of brokers, dealers and clearing organizations. As

such, generally, no allowance for credit losses is held against

these receivables.

Investment Banking Fee Receivables. Our allowance for credit

losses on our investment banking fee receivables uses a

provisioning matrix based on the shared risk characteristics and

historical loss experience for such receivables. In some

instances, we may adjust the allowance calculated based on the

provision matrix to incorporate a specific allowance based on the

unique credit risk profile of a receivable. The provisioning matrix

is periodically updated to reflect changes in the underlying

portfolio’s credit characteristics and most recent historical loss

data.

Allowance for credit losses for investment banking receivables:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in thousands	2025	2024	2025	2024
Beginning balance ...............	$2,046	$2,963	$5,277	$6,306
Bad debt expense ................	1,472	1,077	2,818	2,088
Charge-offs ...........................	—	(219)	(3,076)	(2,719)
Recoveries collected ...........	(1,203)	(953)	(2,704)	(2,807)
Ending balance (1) ...............	$2,315	$2,868	$2,315	$2,868

(1)Substantially all of the allowance for doubtful accounts relate to mergers and

acquisitions and restructuring fee receivables, which include recoverable

expense receivables.

Other Financial Assets. For all other financial assets measured at

amortized cost, we estimate expected credit losses over the

financial assets’ life as of the reporting date based on relevant

information about past events, current conditions, and

reasonable and supportable forecasts. During the six months

ended May 31, 2024, we recognized bad debt expense of

$26.2 million related to receivables associated with our asset

management arrangements with Weiss Multi-Strategy Advisers.

Note 13. Goodwill and Intangible Assets

Goodwill

	Six Months Ended May 31, 2025
$ in thousands	Investment<br><br>Banking and<br><br>Capital<br><br>Markets	Asset<br><br>Management	Total
Balance, at beginning of period ...................	$1,533,013	$294,925	$1,827,938
Currency translation and other<br><br>adjustments ..............................................	4,457	7,917	12,374
Measurement period adjustments (1) ........	—	1,802	1,802
Balance, at end of period .............................	$1,537,470	$304,644	$1,842,114

(1)Relates to a measurement period adjustment recorded during the second

quarter of 2025 attributable to the Go Internet acquisition. Refer to Note 4,

Business Acquisitions for further discussion.

	Six Months Ended May 31, 2024
$ in thousands	Investment<br><br>Banking and<br><br>Capital<br><br>Markets	Asset<br><br>Management	Total
Balance, at beginning of period ...................	$1,532,172	$315,684	$1,847,856
Currency translation and other<br><br>adjustments ..............................................	357	(424)	(67)
Measurement period adjustments (1) ........	—	(28,346)	(28,346)
Goodwill relating to acquisitions by<br><br>Tessellis .....................................................	—	3,366	3,366
Balance, at end of period .............................	$1,532,529	$290,280	$1,822,809

(1)Includes a $27.0 million measurement period adjustment recorded during the

first quarter of 2024 related to the OpNet acquisition. Refer to Note 4,

Business Acquisitions for further discussion.

Carrying values of goodwill by reporting unit:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Investment banking ..............................................................	$702.7	$700.7
Equities and wealth management ......................................	256.1	255.4
Fixed income .........................................................................	578.5	576.9
Asset management ..............................................................	143.0	143.0
Other investments .................................................................	161.8	151.9
Total ........................................................................................	$1,842.1	$1,827.9
34	Jefferies Financial Group Inc.
---	---

Notes to Consolidated Financial Statements

Intangible Assets

	May 31, 2025
$ in thousands	Gross<br><br>Cost	Assets<br><br>Acquired	Accumulated<br><br>Amortization	Net Carrying Amount
Customer relationships .......................	$165,820	$622	$(111,235)	55,207
Trademarks and trade names ............	160,291	—	(52,338)	107,953
Exchange and clearing organization<br><br>membership interests and<br><br>registrations ..........................................	8,793	—	—	8,793
Other ......................................................	85,295	99	(39,442)	45,952
Total .......................................................	$420,199	$721	$(203,015)	217,905

All values are in US Dollars.

	November 30, 2024
$ in thousands	Gross<br><br>Cost	Assets<br><br>Acquired<br><br>(1)	Impairment<br><br>Losses	Accumulated<br><br>Amortization	Net Carrying Amount
Customer relationships	$136,049	$26,450	$—	$(104,539)	57,960
Trademarks and trade<br><br>names ..............................	146,032	8,533	—	(45,412)	109,153
Exchange and clearing<br><br>organization<br><br>membership interests<br><br>and registrations ............	8,715	—	(10)	—	8,705
Other ................................	50,930	26,316	—	(26,693)	50,553
Total ................................	$341,726	$61,299	$(10)	$(176,644)	226,371

All values are in US Dollars.

(1)Includes a $39.3 million measurement period adjustment recorded during the

first quarter of 2024 related to the OpNet acquisition. Refer to Note 4,

Business Acquisitions for further information.

Amortization Expense

For finite life intangible assets, we recognized aggregate

amortization expense of $8.6 million and $16.4 million for the

three months six months ended May 31, 2025, respectively, and

$8.5 million and $14.1 million for the three months six months

ended May 31, 2024, respectively. These expenses are included

in Depreciation and amortization.

Estimated future amortization expense for the next five fiscal

years (in thousands):

Remainder of fiscal year 2025 ................................................................	$16,934
Year ending November 30, 2026 ............................................................	32,937
Year ending November 30, 2027 ............................................................	29,370
Year ending November 30, 2028 ............................................................	28,087
Year ending November 30, 2029 ............................................................	16,051

Note 14. Revenues from Contracts with Customers

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in thousands	2025	2024	2025	2024
Revenues from<br><br>contracts with<br><br>customers:
Investment banking ..........	$785,455	$738,584	$1,511,116	$1,417,649
Commissions and other<br><br>fees ....................................	344,184	271,782	632,149	517,325
Asset management fees .	7,495	6,989	53,303	36,350
Real estate revenues ........	16,211	3,540	27,292	6,689
Internet connection and<br><br>broadband revenues<br><br>(1) ..................................	56,668	58,855	114,471	122,269
Other contracts with<br><br>customers ..........................	16,791	14,651	32,899	28,750
Total revenue from<br><br>contracts with<br><br>customers ....................	1,226,804	1,094,401	2,371,230	2,129,032
Other sources of<br><br>revenue:
Principal transactions ......	338,507	416,195	745,737	1,056,931
Revenues from strategic<br><br>affiliates ........................	21,336	4,779	64,785	25,790
Interest ...............................	878,025	879,727	1,723,196	1,699,216
Other (1) .............................	29,643	121,194	62,231	157,269
Total revenues ..................	$2,494,315	$2,516,296	$4,967,179	$5,068,238

(1)There was an immaterial correction associated with classification of certain

revenue as revenue from contracts with customers, which resulted in

decreases of $58.9 million and $122.3 million in other revenue and increases

of $58.9 million and $122.3 million in internet connection and broadband

revenues for the three and six months ended May 31, 2024, respectively.

Disaggregation of Revenue

	Three Months Ended May 31, 2025
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$457,725	$—	$457,725
Investment banking - Underwriting .........	327,730	—	327,730
Equities (1) .................................................	342,179	—	342,179
Fixed income (1) ........................................	2,005	—	2,005
Asset management ...................................	—	7,495	7,495
Other investments .....................................	—	89,670	89,670
Total ............................................................	$1,129,639	$97,165	$1,226,804
Primary geographic region:
Americas .....................................................	$788,139	$38,522	$826,661
Europe and the Middle East .....................	238,528	57,695	296,223
Asia-Pacific ................................................	102,972	948	103,920
Total ............................................................	$1,129,639	$97,165	$1,226,804
May 2025 Form 10-Q	35
---	---

Notes to Consolidated Financial Statements

	Three Months Ended May 31, 2024
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$283,898	$—	$283,898
Investment banking - Underwriting .........	454,686	—	454,686
Equities (1) .................................................	269,189	—	269,189
Fixed income (1) ........................................	2,120	—	2,120
Asset management ...................................	—	6,989	6,989
Other investments (2) ...............................	—	77,519	77,519
Total ............................................................	$1,009,893	$84,508	$1,094,401
Primary geographic region:
Americas .....................................................	$735,377	$23,568	$758,945
Europe and the Middle East (2) ...............	169,344	59,901	229,245
Asia-Pacific ................................................	105,172	1,039	106,211
Total ............................................................	$1,009,893	$84,508	$1,094,401			Six Months Ended May 31, 2025
---	---	---	---
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$855,505	$—	$855,505
Investment banking - Underwriting .........	655,611	—	655,611
Equities (1) .................................................	628,229	—	628,229
Fixed income (1) ........................................	3,920	—	3,920
Asset management ...................................	—	53,303	53,303
Other investments .....................................	—	174,662	174,662
Total ............................................................	$2,143,265	$227,965	$2,371,230
Primary geographic region:
Americas .....................................................	$1,536,814	$109,593	$1,646,407
Europe and the Middle East .....................	411,649	116,488	528,137
Asia-Pacific ................................................	194,802	1,884	196,686
Total ............................................................	$2,143,265	$227,965	$2,371,230			Six Months Ended May 31, 2024
---	---	---	---
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$622,466	$—	$622,466
Investment banking - Underwriting .........	795,183	—	795,183
Equities (1) .................................................	511,765	—	511,765
Fixed income (1) ........................................	4,550	—	4,550
Asset management ...................................	—	36,350	36,350
Other investments (2) ...............................	—	158,718	158,718
Total ............................................................	$1,933,964	$195,068	$2,129,032
Primary geographic region:
Americas .....................................................	$1,465,754	$68,767	$1,534,521
Europe and the Middle East (2) ...............	295,346	124,421	419,767
Asia-Pacific ................................................	172,864	1,880	174,744
Total ............................................................	$1,933,964	$195,068	$2,129,032

(1)Revenues from contracts with customers associated with the equities and

fixed income businesses primarily represent commissions and other fee

revenue.

(2)There was an immaterial correction associated with classification of certain

revenue as revenue from contracts with customers, which resulted in

increases of $58.9 million and $122.3 million in Other Investments within

major business activities and increases of $58.9 million and $122.3 million in

Europe and the Middle East under primary geographic regions for the three

and six months ended May 31, 2024, respectively.

Information on Remaining Performance Obligations and Revenue

Recognized from Past Performance

We do not disclose information about remaining performance

obligations pertaining to contracts that have an original expected

duration of one year or less. The transaction price allocated to

remaining unsatisfied or partially unsatisfied performance

obligations with an original expected duration exceeding one year

was not material at May 31, 2025. Investment banking advisory

fees that are contingent upon completion of a specific milestone

and fees associated with certain distribution services are also

excluded as the fees are considered variable and not included in

the transaction price.

During the three and six months ended May 31, 2025, we

recognized $10.1 million and $64.9 million, respectively,

compared with $16.7 million and $25.6 million during the three

and six months ended May 31, 2024, respectively, of revenue

related to performance obligations satisfied (or partially

satisfied) in previous periods, mainly due to resolving

uncertainties in variable consideration that was constrained in

prior periods. In addition, three and six months ended May 31,

2025, we recognized $7.7 million and $15.5 million, respectively,

compared with $8.9 million and $15.2 million during the three

and six months ended May 31, 2024, respectively, of revenues

primarily associated with distribution services, a portion of which

relates to prior periods.

Contract Balances

The timing of our revenue recognition may differ from the timing

of payment by our customers. We record a receivable when

revenue is recognized prior to payment and we have an

unconditional right to payment. Alternatively, when payment

precedes the provision of the related services, we record deferred

revenue until the performance obligations are satisfied.

Our deferred revenue primarily relates to retainer and milestone

fees received in investment banking advisory engagements

where the performance obligation has not yet been satisfied.

Deferred revenue at May 31, 2025 and November 30, 2024 was

$87.8 million and $79.1 million, respectively, which is recorded in

Accrued expenses and other liabilities. During the three and six

months ended May 31, 2025, we recognized revenues of $25.5

million and $38.5 million, respectively, compared with $36.4

million and $32.9 million for the three and six months ended May

31, 2024, respectively, that were recorded as deferred revenue at

the beginning of the periods.

We had receivables related to revenues from contracts with

customers of $289.4 million and $275.9 million at May 31, 2025

and November 30, 2024, respectively.

Contract Costs

We capitalize costs to fulfill contracts associated with

investment banking advisory engagements where the revenue is

recognized at a point in time and the costs are determined to be

recoverable. Capitalized costs to fulfill a contract are recognized

at the point in time that the related revenue is recognized.

36	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

At May 31, 2025 and November 30, 2024, capitalized costs to

fulfill a contract were $7.4 million and $5.8 million, respectively,

which are recorded in Receivables – Fees, interest and other.

During the three and six months ended May 31, 2025, we

recognized expenses of $1.4 million and $1.7 million, compared

with $1.3 million and $2.0 million during the three and six months

ended May 31, 2024, related to costs to fulfill a contract that

were capitalized as of the beginning of the period. There were no

significant impairment charges recognized in relation to these

capitalized costs during the three and six months ended May 31,

2025 and May 31, 2024.

Note 15. Compensation Plans

For a description of Restricted Stock, Restricted Stock Units, the

Senior Executive Compensation Plan and other compensation

plans refer to Note 15. Compensation Plans in our consolidated

financial statements included in Part II, Item 8 of our Annual

Report on Form 10-K for the year ended November 30, 2024.

At May 31, 2025, there were approximately 2.2 million shares of

restricted stock outstanding with future service required,

4.4 million RSUs outstanding with future service required

(including target RSUs that may be issued under the senior

executive compensation plan), 9.7 million RSUs outstanding with

no future service required, and 5.1 million stock options

outstanding. The maximum potential increase to common shares

outstanding resulting from these outstanding awards is

19.2 million at May 31, 2025.

In December 2024, the Compensation Committee of our Board of

Directors granted RSUs and performance stock units (“PSUs”) to

each of our senior executives as follows:

$ in millions	Grant Terms
RSUs
Aggregate grant date fair value ......................................	$18.0
Vesting period ...................................................................	3-year cliff
PSUs
Aggregate target fair value ..............................................	$18.0
Service period ....................................................................	3 years
Performance period ..........................................................	Fiscal 2024 to Fiscal 2026
Performance target (1) ....................................................	10% ROTE
Performance range (2) .....................................................	7.5% - 15% ROTE

(1)ROTE is defined as return on tangible equity measured over three years.

(2)Performance below an ROTE of 7.5% results in forfeiture of all PSUs. An ROTE

of 15% or greater results in earning 150% of target PSUs and between 7.5% to

15%, the level of earning PSUs is linearly interpolated.

In addition, we sponsor non-share-based compensation plans.

Non-share-based compensation plans sponsored by us include a

profit sharing plan and other forms of restricted cash awards.

Restricted cash awards are subject to ratable vesting terms with

service requirements. These awards are amortized as

compensation expense over the relevant service period, which is

generally considered to start at the beginning of the annual

compensation year.

Components of total compensation cost associated with certain

of our compensation plans:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Restricted cash awards	$131.5	$104.2	$246.6	$212.1
Restricted stock and<br><br>RSUs (1) .....................	18.2	14.4	53.8	34.6
Profit sharing plan .........	1.9	2.2	9.3	9.1
Total compensation<br><br>cost .............................	$151.6	$120.8	$309.7	$255.8

(1)Total compensation cost associated with restricted stock and RSUs includes

the amortization of sign-on, retention and senior executive awards, less

forfeitures and clawbacks.

Remaining unamortized amounts related to certain

compensation plans at May 31, 2025:

$ in millions	Remaining Unamortized Amounts
Non-vested share-based awards ..............	126.1
Restricted cash awards (1) ........................	1,050.5
Total ..............................................................	1,176.6

All values are in US Dollars.

(1)The remaining unamortized amount is included within Other assets.

Note 16. Borrowings

Short-Term Borrowings

$ in thousands	May 31, 2025	November 30,<br><br>2024
Bank loans and other credit facilities ........................	$615,770	$443,160
Fixed rate callable note ...............................................	699,333	—
Total short-term borrowings (1) ...............................	$1,315,103	$443,160

(1)Short-term borrowings mature in one year or less and are recorded at cost,

which is a reasonable approximation of their fair values due to their liquid and

short-term nature.

At May 31, 2025 and November 30, 2024, the weighted average

interest rate on bank loans outstanding is 5.50% and 6.25% per

annum, respectively.

Our borrowings include credit facilities that contain certain

covenants that, among other things, require us to maintain a

specified level of tangible net worth, require a minimum

regulatory net capital requirement for our U.S. broker-dealer,

Jefferies LLC, and impose certain restrictions on the future

indebtedness of certain of our subsidiaries that are borrowers.

Interest is based on rates at spreads over the federal funds rate

or other adjusted rates, as defined in the various credit

agreements, or at a rate as agreed between the bank and us in

reference to the bank’s cost of funding. At May 31, 2025, we were

in compliance with all covenants under these credit facilities.

May 2025 Form 10-Q	37

Notes to Consolidated Financial Statements

Long-Term Debt

$ in thousands	Maturity (Fiscal Years)	May 31, 2025	November 30, 2024
Parent Co. unsecured borrowings
Fixed rate	2025	6,203	519,738
	2026	1,304,514	818,819
	2027	1,165,138	587,631
	2028	1,098,720	1,031,076
	2029	664,938	742,427
	2030 and Later	5,697,602	4,561,814
Variable rate	2025	350,000	—
	2026	44,277	41,230
	2027	—	570,432
	2029	1,312	1,311
	2030 and Later	71,916	850,273
Structured notes (1)	2025	81,836	157,638
	2026	139,700	114,308
	2027	100,865	97,758
	2028	143,633	77,781
	2029	267,167	316,139
	2030 and Later	2,000,286	1,587,721
Total Parent Co. unsecured borrowings (2) ..........................................................................................................................................		13,138,107	12,076,096
Subsidiaries secured borrowings
Fixed rate	2025	163,529	160,384
	2026	26,042	42,643
	2027	34,799	13,077
	2028	86,375	35,135
	2029	132,230	104,912
Variable rate	2026	865,770	792,400
	2027	274,254	274,026
Structured note (1) .......................................................................................................................................	2028	571,030	—
Total Subsidiaries secured borrowings .................................................................................................................................................		2,154,029	1,422,577
Subsidiaries unsecured borrowings
Fixed rate	2029	4,015	4,310
	2030 and Later	1,606	1,347
Variable rate	2026	—	26,235
	2027	54,210	—
Total Subsidiaries unsecured borrowings .............................................................................................................................................		59,831	31,892
Total long-term debt (3) ..........................................................................................................................................................................		$15,351,967	$13,530,565
Fair value ....................................................................................................................................................................................................		$15,386,322	$13,734,421
Weighted-average interest rate (4) .......................................................................................................................................................		5.27%	5.30%
Interest rate range (4) ..............................................................................................................................................................................		0.00% - 7.52%	0.00% - 7.66%

(1)Structured notes have various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from non-credit components

recognized in Principal transactions revenues. The structured notes are classified as Level 2 or Level 3 in the fair value hierarchy. All of our long-term debt with exception

of certain of the structured notes would be classified as Level 2 in the fair value hierarchy.

(2)Carrying values of certain unsecured borrowings, totaling $2.06 billion and $2.04 billion for May 31, 2025 and November 30, 2024, respectively, include cumulative

hedging adjustments of $175.0 million and $193.7 million at May 31, 2025 and November 30, 2024, respectively, associated with interest rate swaps based on

designation as fair value hedges. Refer to Note 7, Derivative Financial Instruments for further information.

(3)Carrying values include unamortized discounts and premiums, valuation adjustments and debt issuance costs. At May 31, 2025 and November 30, 2024, our borrowings

under several credit facilities classified within Long-term debt amounted to $1.20 billion and $775.3 million, respectively. Interest on these credit facilities is based on an

adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or other adjusted rates, as defined in the various credit agreements. Additionally, certain of our

borrowings are under agreements containing covenants that, among other things, require us to maintain specified levels of tangible net worth and liquidity amounts,

certain credit and rating levels and impose certain restrictions on future indebtedness of and require specified levels of regulated capital and cash reserves for certain of

our subsidiaries. At May 31, 2025, we were in compliance with all covenants under theses credit agreements.

(4)Interest rates exclude structured notes.

38	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

During the six months ended May 31, 2025, long-term debt

increased by $1.82 billion to $15.35 billion at May 31, 2025

primarily due to proceeds of $350.0 million from the drawdown

of an unsecured credit facility, $874.5 million from the issuances

of unsecured senior notes, $438.1 million from net issuances of

structured notes, $690.0 million from increased subsidiaries

borrowings and $237.2 million from currency losses on foreign

currency borrowings. These increases were partially offset by

repayments of $666.9 million on unsecured senior notes and

$116.9 million of valuation gains on structured notes.

Note 17. Total Equity

Common Stock

At May 31, 2025 and November 30, 2024, we had 565,000,000

authorized shares of voting common stock with a par value of

$1.00 per share. At May 31, 2025 and November 30, 2024, we

had outstanding 206,271,769 common shares and 205,504,272

common shares outstanding, respectively.

The Board of Directors has authorized the repurchase of

common stock up to $250.0 million under a share repurchase

program. Treasury stock repurchases during the three and six

months ended May 31, 2025 represent repurchases of common

stock for net-share tax withholding under our equity

compensation plan.

Non-Voting Convertible Preferred Shares

On April 27, 2023, we established Series B Non-Voting

Convertible Preferred Shares with a par value of $1.00 per share

(“Series B Preferred Stock”) and designated 70,000 shares as

Series B Preferred Stock. The Series B Preferred Stock has a

liquidation preference of $17,500 per share and rank senior to our

voting common stock upon dissolution, liquidation or winding up

of Jefferies Financial Group Inc. Each share of Series B Preferred

Stock is automatically convertible into 500 shares of non-voting

common stock, subject to certain anti-dilution adjustments, three

years after issuance. The Series B Preferred Stock participates in

cash dividends and distributions alongside our voting common

stock on an as-converted basis.

Additionally, on April 27, 2023, we entered into an Exchange

Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”),

which entitles SMBC to exchange shares of our voting common

stock for shares of the Series B Preferred Stock at a rate of 500

shares of voting common stock for one share of Series B

Preferred Stock. The Exchange Agreement is limited to 55,125

shares of Preferred Stock and SMBC will pay $1.50 per share of

voting common stock so exchanged. As of November 30, 2024,

SMBC had cumulatively exchanged approximately 27.6 million

shares of voting common stock for 55,125 shares of Series B

Preferred Stock. Following this exchange, SMBC increased its

ownership of our common stock on an as-converted basis and

fully-diluted, as-converted basis. As a result, the CEO of

Sumitomo Mitsui Financial Group, Inc. was elected and now

serves on our Board of Directors. On September 19, 2024, SMBC

purchased 9.2 million shares of our common stock. At May 31,

2025

, SMBC owns approximately 15.7% of our common stock on

an as-converted basis and 14.5% on a fully-diluted, as-converted

basis. Refer to Note 22, Related Party Transactions for further

information regarding transactions with SMBC.

May 2025 Form 10-Q	39

Notes to Consolidated Financial Statements

Earnings Per Common Share

Basic and diluted earnings per common share amounts were calculated by dividing net earnings by the weighted-average number of

common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per common share are as

follows:

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
In thousands, except per share amounts	2025	2024	2025	2024
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations .........................................................................................................	$91,395	$154,647	$228,244	$318,930
Less: Net losses attributable to noncontrolling interests ...............................................................................	(7,668)	(3,785)	(14,651)	(10,237)
Allocation of earnings to participating securities (1) ......................................................................................	(11,046)	(13,741)	(26,940)	(27,930)
Net earnings from continuing operations attributable to common shareholders for basic earnings<br><br>per share ...........................................................................................................................................................	$88,017	$144,691	$215,955	$301,237
Net earnings from continuing operations attributable to common shareholders for diluted earnings<br><br>per share ...........................................................................................................................................................	$88,017	$144,691	$215,955	$301,237
Numerator for earnings per common share from discontinued operations:
Net earnings (losses) from discontinued operations, net of taxes ...............................................................	—	40	—	(7,851)
Less: Net losses attributable to noncontrolling interests ...............................................................................	—	(1,005)	—	(1,991)
Net earnings (losses) from discontinued operations attributable to common shareholders for basic<br><br>and diluted earnings per share ......................................................................................................................	$—	$1,045	$—	$(5,860)
Net earnings attributable to common shareholders for basic earnings per share ...................................	$88,017	$145,736	$215,955	$295,377
Net earnings attributable to common shareholders for diluted earnings per share ................................	$88,017	$145,736	$215,955	$295,377
Denominator for earnings per common share:
Weighted average common shares outstanding .............................................................................................	206,254	212,039	206,150	211,787
Weighted average shares of restricted stock outstanding with future service required ...........................	(2,248)	(2,329)	(2,276)	(2,366)
Weighted average RSUs outstanding with no future service required ..........................................................	11,091	10,261	10,944	10,514
Weighted average basic common shares ........................................................................................................	215,097	219,971	214,818	219,935
Stock options and other share-based awards .................................................................................................	4,262	3,470	4,984	3,124
Senior executive compensation plan RSU awards ..........................................................................................	2,538	2,705	2,581	2,528
Weighted average diluted common shares (2) ...............................................................................................	221,897	226,146	222,383	225,587
Earnings (losses) per common share:
Basic from continuing operations ......................................................................................................................	$0.41	$0.66	$1.01	$1.37
Basic from discontinued operations ..................................................................................................................	—	—	—	(0.03)
Basic .......................................................................................................................................................................	$0.41	$0.66	$1.01	$1.34
Diluted from continuing operations ....................................................................................................................	$0.40	$0.64	$0.97	$1.34
Diluted from discontinued operations ................................................................................................................	—	—	—	(0.03)
Diluted ....................................................................................................................................................................	$0.40	$0.64	$0.97	$1.31

(1)Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities.

Net losses are not allocated to participating securities. Participating securities represent certain preferred stock, restricted stock and RSUs for

which requisite service has not yet been rendered and amounted to weighted average shares of 27.6 million for both the three and six months

ended May 31, 2025, respectively, compared with 21.1 million and 21.2 million for the three and six months ended May 31, 2024,

respectively. Dividends paid on participating securities were $11.0 million and $22.1 million for the three and six months ended May 31, 2025,

respectively, and $6.3 million and $12.6 million for the three and six months ended May 31, 2024, respectively. Undistributed earnings are allocated

to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.

(2)Certain securities have been excluded as they would be antidilutive. However, these securities could potentially dilute earnings per share in the

future. Antidilutive shares at May 31, 2025 and was 13.4% of the weighted average common shares outstanding for both the three and six months

ended May 31, 2025.

40	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Dividends

Six Months Ended May 31, 2025
Declaration Date	Record Date	Payment Date	Per Common<br><br>Share Amount
January 8, 2025	February 14, 2025	February 27, 2025	$0.40
March 26, 2025	May 19, 2025	May 29, 2025	$0.40
Six Months Ended May 31, 2024
Declaration Date	Record Date	Payment Date	Per Common<br><br>Share Amount
January 8, 2024	February 16, 2024	February 27, 2024	$0.30
March 27, 2024	May 20, 2024	May 30, 2024	$0.30

On January 8, 2025, the Board of Directors increased our

quarterly dividend from $0.35 to $0.40 per common share. On

June 25, 2025, the Board of Directors declared a dividend of

$0.40 per common share to be paid on August 29, 2025 to

common shareholders of record at August 18, 2025.

During the three and six months ended May 31, 2025, we paid

cash dividends of $11.0 million and $22.1 million, compared to

$6.3 million and $12.6 million for the three and six months ended

May 31, 2024, respectively, to the Series B Preferred stockholder.

The payment of dividends is subject to the discretion of our

Board of Directors and depends upon general business

conditions and other factors that our Board of Directors may

deem to be relevant.

Accumulated Other Comprehensive Income (Loss)

$ in thousands	May 31, 2025	November 30,<br><br>2024
Net unrealized losses on available-for-sale<br><br>securities .......................................................................	$(2,244)	$(2,406)
Net currency translation adjustments and other .....	(143,174)	(173,841)
Net unrealized losses related to instrument-<br><br>specific credit risk .......................................................	(154,837)	(206,664)
Net minimum pension liability ....................................	(39,440)	(40,220)
Total accumulated other comprehensive loss, net<br><br>of tax ..............................................................................	$(339,695)	$(423,131)

Amounts reclassified out of accumulated other comprehensive

income (loss) to net earnings:

	Three Months<br><br>Ended<br><br>May 31,		Six Months<br><br>Ended<br><br>May 31,
$ in thousands	2025	2024	2025	2024
Net unrealized gains (losses) on<br><br>instrument-specific credit risk at fair value<br><br>(1) ........................................................................	$5,121	$516	$7,658	$2,633
Amortization of defined benefit pension<br><br>plan actuarial losses (2) ..................................	(67)	(90)	(826)	(180)
Total reclassifications for the period, net<br><br>of tax ..................................................................	$5,054	$426	$6,832	$2,453

(1)The amounts include income tax expense of $1.8 million and $2.6 million for

the three and six months ended May 31, 2025, respectively, compared with

income tax expense of $0.2 million and $0.9 million for the three and six

months ended May 31, 2024, respectively, which were reclassified to Principal

transactions revenues.

(2)The amounts include income tax benefit of $0.3 million for six months ended

May 31, 2025, compared with an income tax benefit of $0.1 million for the six

months ended May 31, 2024, which were reclassified to Compensation and

benefits expenses.

Note 18. Income Taxes

At May 31, 2025 and November 30, 2024, our total gross

unrecognized tax benefits were $325.3 million and

$346.4 million, respectively.

At May 31, 2025 and November 30, 2024, we had interest

accrued of $183.1 million and $176.6 million, respectively,

included in Accrued expenses and other liabilities.

The total amount of unrecognized tax benefits that, if recognized,

would favorably affect the effective tax rate was $257.0 million

and $273.8 million (net of Federal benefit) at May 31, 2025 and

November 30, 2024, respectively.

We recognize interest and penalties, if any, related to

unrecognized tax benefits in income tax expense.

We are currently under examination by a number of taxing

jurisdictions. Though we do not expect that resolution of these

examinations will have a material effect on our consolidated

financial position, they may have a material impact on our

consolidated results of operations for the period in which

resolution occurs.

Earliest tax years that remain subject to examination in the major

tax jurisdictions in which we operate:

Jurisdiction	Tax Year
United States ...........................................................................................	2021
New York State ........................................................................................	2001
New York City ..........................................................................................	2006
United Kingdom .......................................................................................	2022
Germany ...................................................................................................	2019
Hong Kong ...............................................................................................	2019
India ...........................................................................................................	2010			Three Months Ended<br><br>May 31,		Six Months Ended May<br><br>31,
---	---	---	---	---
$ in millions	2025	2024	2025	2024
Income tax expense ..............	$43.5	$73.1	$57.7	$129.1
Effective tax rate ....................	32.3%	32.1%	20.2%	28.8%

Note 19. Commitments, Contingencies and Guarantees

Commitments

	Expected Maturity Date (Fiscal Years)
$ in millions	2025	2026	2027<br><br>and<br><br>2028	2029<br><br>and<br><br>2030	2031<br><br>and<br><br>Later	Maximum<br><br>Payout
Equity commitments (1) .....	$26.9	$18.0	$76.5	$0.1	$166.3	$287.8
Loan commitments (1) .......	1.8	337.2	14.8	—	—	353.8
Loan purchase<br><br>commitments (2) .................	3,588.4	—	—	—	—	3,588.4
Forward starting reverse<br><br>repos (3) ...............................	4,342.0	—	—	—	—	4,342.0
Forward starting repos (3) .	3,051.7	—	—	—	—	3,051.7
Other unfunded<br><br>commitments (1) .................	222.3	392.9	457.6	14.2	—	1,087.0
Total commitments ............	$11,233.1	$748.1	$548.9	$14.3	$166.3	$12,710.7

(1)Equity, loan and other unfunded commitments are presented by contractual

maturity date. The amounts, however, are available on demand.

(2)Loan purchase commitments consist of unfunded commitments to acquire

secondary market loans. For the population of loans to be acquired under the

loan purchase commitments, at May 31, 2025, Jefferies had also entered into

back-to-back committed sale contracts aggregating to $3.41 billion.

(3)At May 31, 2025, all of the of the forward starting securities purchased under

agreements to resell and all of the forward starting securities sold under

agreements to repurchase settled within three business days.

May 2025 Form 10-Q	41

Notes to Consolidated Financial Statements

Equity Commitments. Includes commitments to invest in our joint

venture, Jefferies Finance, asset management funds and in

Jefferies Capital Partners, LLC, a manager of private equity funds,

which consists of a team led by our President and a director. At

May 31, 2025, our outstanding commitments relating to Jefferies

Capital Partners, LLC and its private equity funds were $9.8

million.

Additionally, at May 31, 2025, we had other outstanding equity

commitments to invest up to $222.2 million with strategic

affiliates and $40.4 million to various other investments.

Loan Commitments. From time to time, we make commitments

to extend credit to clients and to strategic affiliates. These

commitments and any related drawdowns of these facilities

typically have fixed maturity dates and are contingent on certain

representations, warranties and contractual conditions applicable

to the borrower. At May 31, 2025, we had outstanding loan

commitments of $99.8 million to clients and $4.0 million to a

strategic affiliate.

Loan commitments outstanding at May 31, 2025 also include our

portion of the outstanding secured revolving credit facility

provided to Jefferies Finance, to support loan underwritings by

Jefferies Finance.

Underwriting Commitments. In connection with investment

banking activities, we may from time to time provide underwriting

commitments to our clients in connection with capital raising

transactions.

Forward Starting Reverse Repos and Repos. We enter into

commitments to take possession of securities with agreements

to resell on a forward starting basis and to sell securities with

agreements to repurchase on a forward starting basis that are

primarily secured by U.S. government and agency securities.

Other Unfunded Commitments. Other unfunded commitments

include obligations in the form of revolving notes, warehouse

financings and debt securities to provide financing to asset-

backed and CLO vehicles. Upon advancing funds, drawn amounts

are collateralized by the assets of an entity. Other unfunded

commitments also include written put options to certain

bondholders of an equity method investee.

Guarantees

Derivative Contracts. As a dealer, we make markets and trade in a

variety of derivative instruments. Certain derivative contracts that

we have entered into meet the accounting definition of a

guarantee under U.S. GAAP, including credit default swaps,

written foreign currency options and written equity put options.

On certain of these contracts, such as written interest rate caps

and foreign currency options, the maximum payout cannot be

quantified since the increase in interest or foreign exchange rates

are not contractually limited by the terms of the contract. As

such, we have disclosed notional values as a measure of our

maximum potential payout under these contracts.

Notional amounts associated with our derivative contracts

meeting the definition of a guarantee under U.S. GAAP at May 31,

2025:

	Expected Maturity Date (Fiscal Years)
$ in millions	2025	2026	2027 and<br><br>2028	2029 and<br><br>2030	Notional/<br><br>Maximum<br><br>Payout
Guarantee Type:
Derivative contracts—<br><br>non-credit related .........	$12,864.2	$18,190.8	$15,253.4	$1,550.0	$47,858.4
Total derivative contracts .......	$12,864.2	$18,190.8	$15,253.4	$1,550.0	$47,858.4

The derivative contracts deemed to meet the definition of a

guarantee under U.S. GAAP are before consideration of hedging

transactions and only reflect a partial or “one-sided” component

of any risk exposure. Written equity options and written credit

default swaps are often executed in a strategy that is in tandem

with long cash instruments (e.g., equity and debt securities). We

substantially mitigate our exposure to market risk on these

contracts through hedges, such as other derivative contracts

and/or cash instruments, and we manage the risk associated

with these contracts in the context of our overall risk

management framework. We believe notional amounts overstate

our expected payout and that fair value of these contracts is a

more relevant measure of our obligations. At May 31, 2025, the

fair value of derivative contracts meeting the definition of a

guarantee is approximately $357.8 million.

HomeFed. For real estate development projects, we are generally

required to obtain infrastructure improvement bonds at the

beginning of construction work and warranty bonds upon

completion of such improvements. These bonds are issued by

surety companies to guarantee a municipality satisfactory

completion of a project. As the planned area is developed and the

municipality accepts the improvements, the bonds are released.

At May 31, 2025, the aggregate amount of infrastructure

improvement bonds outstanding was $60.3 million.

Standby Letters of Credit. At May 31, 2025, we provided

guarantees to certain counterparties in the form of standby

letters of credit in the amount of $306.2 million, with a weighted

average maturity of less than one year. Standby letters of credit

commit us to make payment to the beneficiary if the guaranteed

party fails to fulfill its obligation under a contractual arrangement

with that beneficiary. Since commitments associated with these

collateral instruments may expire unused, the amount shown

does not necessarily reflect the actual future cash funding

requirement.

42	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Other Guarantees. We are members of various exchanges and

clearing houses. In the normal course of business, we provide

guarantees to securities clearing houses and exchanges. These

guarantees generally are required under the standard

membership agreements, such that members are required to

guarantee the performance of other members. Additionally, if a

member becomes unable to satisfy its obligations to the clearing

house, other members would be required to meet these

shortfalls. To mitigate these performance risks, the exchanges

and clearing houses often require members to post collateral.

Our obligations under such guarantees could exceed the

collateral amounts posted. Our maximum potential liability under

these arrangements cannot be quantified; however, the potential

for us to be required to make payments under such guarantees is

deemed remote. Accordingly, no liability has been recognized for

these arrangements. Additionally, we provide certain

indemnifications in connection with third-party clearing and

execution arrangements whereby a third-party may clear and

settle transactions on behalf of our clients. These

indemnifications generally have standard contractual terms and

are entered into in the ordinary course of business. Our

obligations in respect of such transactions are secured by the

assets in our client’s account, as well as any proceeds received

from the transactions cleared and settled on behalf of our client.

However, we believe that it is unlikely we would have to make any

material payments under these arrangements and no material

liabilities related to these indemnifications have been recognized.

Note 20. Regulatory Requirements

Net Capital

Jefferies LLC is a broker-dealer registered with the SEC and a

member firm of the Financial Industry Regulatory Authority

(“FINRA”) and is subject to the SEC Uniform Net Capital Rule

(“Rule 15c3-1”), which requires the maintenance of minimum net

capital, and has elected to calculate minimum capital

requirements using the alternative method permitted by Rule

15c3-1 in calculating net capital. Jefferies LLC, as a dually-

registered U.S. broker-dealer and futures commission merchant

(“FCM”), is also subject to Regulation 1.17 of the Commodity

Futures Trading Commission (“CFTC”) under the Commodity

Exchange Act (“CEA”), which sets forth minimum financial

requirements. The minimum net capital requirement in

determining excess net capital for a dually registered U.S. broker-

dealer and FCM is equal to the greater of the requirement under

SEA Rule 15c3-1 or CFTC Regulation 1.17. Accordingly, FINRA is

the designated examining authority for Jefferies LLC and the

National Futures Association (“NFA”) is the designated self-

regulatory organization (“DSRO”) for Jefferies LLC as an FCM.

Jefferies Financial Services, Inc. (“JFSI”) is registered with the

SEC as a Security-Based Swap Dealer (“SBS Dealer”) and an OTC

Derivatives Dealer (“OTCDD”) subject to the SEC’s SBS dealer

regulatory rules and the SEC’s net capital requirements pursuant

to Rule 18a-1. JFSI is also registered as a swap dealer with the

CFTC and is subject to the CFTC’s regulatory capital

requirements pursuant to the minimum financial requirements for

swap dealers under CFTC Regulation 23.101. Additionally, as a

registered member firm, JFSI is subject to the net capital

requirements of the NFA. Accordingly, the SEC is the designated

examining authority for JFSI in its capacity as an SBS Dealer and

OTCDD, while the NFA is the DSRO for JFSI, as a CFTC registered

swap dealer.

Certain non-U.S. subsidiaries are subject to capital adequacy

requirements as prescribed by the regulatory authorities in their

respective jurisdictions. This includes Jefferies International

Limited which is subject to the regulatory supervision and

requirements of the Financial Conduct Authority (“FCA”) in the

U.K. Jefferies International Limited’s’ own funds requirement

represents the highest of the permanent minimum capital

requirement, fixed overheads requirement and k-factor

requirements set out in the Investment Firms Prudential Regime

(“IFPR”) under the FCA’s MIFIDPRU sourcebook.

At May 31, 2025, Jefferies LLC’s and JFSI’s net capital and

excess net capital were as follows:

$ in thousands	Net<br><br>Capital	Excess Net<br><br>Capital
Jefferies LLC .................................................................	$1,648,720	$1,510,016
JFSI - SEC ......................................................................	345,239	325,239
JFSI - CFTC ...................................................................	345,239	317,560

In addition, the equivalent capital requirement for Jefferies

International Limited, on a consolidated basis, is a total capital of

$1.94 billion and an excess capital of $1.11 billion at May 31,

2025.

At May 31, 2025, Jefferies LLC, JFSI and JIL are in compliance

with their applicable requirements.

The regulatory capital requirements referred to above may

restrict our ability to withdraw capital from our regulated

subsidiaries.

Customer Protection and Segregation Requirement

As a registered broker dealer that clears and carries customer

accounts, Jefferies LLC is subject to the customer protection

provisions under SEC Rule 15c3-3 and is required to compute a

reserve formula requirement for customer accounts and deposit

cash or qualified securities into a special reserve bank account

for the exclusive benefit of customers. At May 31, 2025, Jefferies

LLC had $164.3 million in cash and qualified U.S. Government

securities on deposit in special reserve bank accounts for the

exclusive benefit of customers.

As a registered broker dealer that clears and carries proprietary

accounts of brokers or dealers (commonly referred to as “PAB”),

Jefferies LLC is also required to compute a reserve requirement

for PABs pursuant to SEC Rule 15c3-3. At May 31, 2025, Jefferies

LLC had $317.1 million in cash and qualified U.S. Government

securities in special reserve bank accounts for the exclusive

benefit of PABs.

The qualified securities meeting the 15c3-3 customer and PAB

requirements are included in Cash and securities segregated and

Securities purchased under agreements to resell.

May 2025 Form 10-Q	43

Notes to Consolidated Financial Statements

Note 21. Segment Reporting

We operate in two reportable business segments: (1) Investment

Banking and Capital Markets and (2) Asset Management. The

Investment Banking and Capital Markets reportable business

segment includes our capital markets activities and our

investment banking business, which provides underwriting and

financial advisory services to our clients. We operate in the

Americas; Europe and the Middle East; and Asia-Pacific.

Investment Banking and Capital Markets also includes our

corporate lending joint venture Jefferies Finance, our commercial

real estate joint venture Berkadia and historically our automobile

lending and servicing activities. The Asset Management

reportable business segment provides alternative investment

management services to investors in the U.S. and overseas and

generates investment income from capital invested in and

managed by us or our affiliated asset managers, and includes

certain remaining businesses and assets of our legacy merchant

banking portfolio.

Our reportable business segment information is prepared using

the following methodologies:

•Net revenues and non-interest expenses directly associated

with each reportable business segment are included in

determining earnings from continuing operations before

income taxes.

•Net revenues and non-interest expenses not directly

associated with specific reportable business segments are

allocated based on the most relevant measures applicable,

including each reportable business segment’s net revenues,

headcount and other factors.

•Reportable business segment assets include an allocation of

indirect corporate assets that have been fully allocated to our

reportable business segments, generally based on each

reportable business segment’s capital utilization.

Net revenues presented for our Investment Banking and Capital

Markets reportable segment include allocations of interest

income and interest expense as we assess the profitability of

these businesses inclusive of the net interest revenue or expense

associated with the respective activities, including the net

interest cost of allocated long-term debt, which is a function of

the mix of each business's associated assets and liabilities and

the related funding costs.

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Investment Banking and Capital<br><br>Markets:
Net revenues	$1,470.5	$1,494.4	$2,869.4	$2,945.7
Non-interest expenses	1,282.2	1,243.1	2,514.3	2,539.4
Earnings from continuing operations<br><br>before income taxes	188.3	251.3	$355.10	406.3
Asset Management:
Net revenues	154.6	156.5	346.3	429.9
Non-interest expenses	217.3	185.6	427.2	407.3
Earnings (losses) from continuing<br><br>operations before income taxes	(62.7)	(29.1)	(80.9)	22.6
Total of Reportable Business<br><br>Segments:
Net revenues	1,625.1	1,650.9	3,215.7	3,375.6
Non-interest expenses	1,499.5	1,428.7	2,941.5	2,946.7
Earnings from continuing operations<br><br>before income taxes	125.6	222.2	274.2	428.9
Reconciliation to consolidated<br><br>amounts:
Net revenues	9.3	5.5	11.8	19.0
Earnings from continuing operations<br><br>before income taxes (1)	9.3	5.5	11.8	19.0
Total:
Net revenues	1,634.4	1,656.4	3,227.5	3,394.6
Non-interest expenses	1,499.5	1,428.7	2,941.5	2,946.7
Earnings from continuing operations<br><br>before income taxes	$134.9	$227.7	$286.0	$447.9

(1)Management does not consider debt valuation adjustments on derivative

contracts, gains and losses on investments held in deferred compensation

plans, foreign currency transaction gains or losses or certain other corporate

income and expense items in assessing the financial performance of

operating businesses. Collectively, these items are included in the

reconciliation of reportable business segment amounts to consolidated

amounts.

$ in millions	May 31, 2025	November 30,<br><br>2024
Investment Banking and Capital Markets .................	$61,957.3	$59,142.9
Asset Management ......................................................	5,328.0	5,217.4
Total assets ..................................................................	$67,285.3	$64,360.3

Net Revenues by Geographic Region

Net revenues for the Investment Banking and Capital Markets

reportable business segment are recorded in the geographic

region in which the position was risk-managed or, in the case of

investment banking, in which the senior coverage banker is

located. For the Asset Management reportable business

segment, net revenues are allocated according to the location of

the investment advisor or the location of the invested capital.

	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in millions	2025	2024	2025	2024
Americas (1) ..........................................	$990.3	$1,145.3	$2,097.3	$2,453.0
Europe and the Middle East (2) ...........	488.2	370.2	859.1	702.1
Asia-Pacific ............................................	155.9	140.9	271.1	239.5
Net revenues .........................................	$1,634.4	$1,656.4	$3,227.5	$3,394.6

(1)Primarily relates to U.S. results.

(2)Primarily relates to U.K. results.

44	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Note 22. Related Party Transactions

Officers, Directors and Employees

The following sets forth information regarding related party

transactions with our officers, directors and employees:

•At May 31, 2025 and November 30, 2024, we had $22.4 million

and $29.4 million, respectively, of loans, net of allowance,

outstanding to certain of our officers and employees (none of

whom are executive officers or directors) that are included in

Other assets.

•Receivables from and payables to customers include balances

arising from officers’, directors’ and employees’ individual

security transactions. These transactions are subject to the

same regulations as all customer transactions and are

provided on substantially the same terms.

•Two of our directors and certain of our officers have total

investments in entities managed by us of approximately

$9.2 million and $5.0 million at May 31, 2025 and

November 30, 2024, respectively.

SMBC

We have a strategic alliance with Sumitomo Mitsui Financial

Group, Inc., Sumitomo Mitsui Banking Corporation (“SMBC”) and

SMBC Nikko Securities Inc. (together referred to as “SMBC

Group”) to collaborate on corporate and investment banking

business opportunities as well as equity sales, trading and

research.

The following tables summarize balances with SMBC as reported

in our Consolidated Statements of Financial Condition and

Consolidated Statements of Earnings. In addition, the synergies

and value creation resulting from our strategic alliance with

SMBC generate additive benefits for us, which are not necessarily

reflected by the activity presented in the following tables.

$ in thousands	May 31, 2025	November 30, 2024
Assets
Cash and cash equivalents ............	$302,463	$542,212
Cash and securities segregated<br><br>and on deposit for regulatory<br><br>purposes or deposited with<br><br>clearing and depository<br><br>organizations ...............................	29,222	—
Financial instruments owned, at<br><br>fair value .......................................	5,985	1,539
Securities borrowed .........................	3,579	20,403
Securities purchased under<br><br>agreements to resell ..................	379,932	381,568
Receivables:
Brokers, dealers and clearing<br><br>organizations ................................	32,604	3,012
Fees, interest and other ...............	5,193	7,851
Other assets .....................................	88	175
Total assets ......................................	$759,066	$956,760
Liabilities
Financial instruments sold, not<br><br>yet purchased, at fair value .......	$2,578	$1,830
Securities loaned .............................	3,312	187
Securities sold under agreements<br><br>to repurchase ..............................	481,851	631,390
Payables:
Brokers, dealers and clearing<br><br>organizations ..........................	9,816	18,701
Accrued expenses and other<br><br>liabilities .......................................	10,862	6,767
Long-term debt (1) ...........................	350,000	—
Total liabilities .................................	$858,419	$658,875

(1)Interest on this credit facility is based on an adjusted SOFR plus a spread.

$ in thousands	Three Months Ended<br><br>May 31, 2025	Six Months Ended<br><br>May 31, 2025
Revenues
Investment banking .....................	$3,814	$7,663
Principal transactions (1) ...........	3,197	(995)
Commissions and other fees .....	752	1,401
Interest ...........................................	7,117	14,734
Total revenues .............................	14,880	22,803
Interest expense ...........................	10,844	21,716
Net revenues ................................	$4,036	$1,087
Non-interest expenses
Business development ................	$7,117	$11,805
Other expenses ............................	1	5
Total non-interest expenses ......	$7,118	$11,810

(1)Primarily represents net gains (losses) on interest rate derivatives executed

with SMBC.

Other Related Party Transactions

We have other related party transactions with equity method

investees. Refer to Note 11, Investments for further information.

May 2025 Form 10-Q	45

Item 2. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

This report may contain or incorporate by reference certain

“forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933, Section 21E of the Securities

Exchange Act of 1934 and/or the Private Securities Litigation

Reform Act of 1995. Forward-looking statements include

statements about our future and statements that are not

historical or current facts. These forward-looking statements are

often preceded by the words “should,” “expect,” “believe,”

“intend,” “may,” “will,” “would,” “could” 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 also include statements pertaining to our

strategies for future development of our business 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 that could cause actual results to differ, perhaps

materially, from those in our forward-looking statements is

contained in this report and other documents we file. You should

read and interpret any forward-looking statement together with

these documents, including the following:

•the description of our business and risk factors contained in

our Annual Report on Form 10-K for the year ended

November 30, 2024 and filed with the Securities and Exchange

Commission (“SEC”) on January 28, 2025;

•the discussion of our analysis of financial condition and results

of operations contained in this report under the caption

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations” herein;

•the discussion of our risk management policies, procedures

and methodologies contained in this report under the caption

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations—Risk Management” herein;

•the consolidated financial statements and notes to the

consolidated financial statements contained in this report; and

•cautionary statements we make in our public documents,

reports and announcements.

Any forward-looking statement speaks only as of the date on

which that statement is made. We undertake no obligation to

update any forward-looking statement to reflect events or

circumstances that occur after the date on which the statement

is made, except as required by applicable law.

Our business, by its nature, does not produce predictable or

necessarily recurring earnings. Our results in any given period

can be materially affected by conditions in global financial

markets, economic conditions generally and our own activities

and positions.

Consolidated Results of Operations

Overview

	Three Months Ended<br><br>May 31,
$ in thousands	2025	2024	% Change
Net revenues ....................................................	$1,634,447	$1,656,445	(1.3)%
Non-interest expenses ....................................	1,499,546	1,428,691	5.0%
Earnings from continuing operations<br><br>before income taxes ........................................	134,901	227,754	(40.8)%
Income tax expense from continuing<br><br>operations ..........................................................	43,506	73,107	(40.5)%
Net earnings from continuing operations .....	91,395	154,647	(40.9)%
Net earnings from discontinued operations,<br><br>net of income taxes .........................................	—	40	(100.0)%
Net losses attributable to noncontrolling<br><br>interests .............................................................	(7,668)	(4,790)	60.1%
Preferred stock dividends ...............................	11,046	13,741	(19.6)%
Net earnings attributable to common<br><br>shareholders .....................................................	88,017	145,736	(39.6)%
Effective tax rate from continuing<br><br>operations ........................................................	32.3%	32.1%
	Six Months Ended<br><br>May 31,
$ in thousands	2025	2024	% Change
Net revenues ....................................................	$3,227,466	$3,394,648	(4.9)%
Non-interest expenses ....................................	2,941,500	2,946,652	(0.2)%
Earnings from continuing operations<br><br>before income taxes ........................................	285,966	447,996	(36.2)%
Income tax expense from continuing<br><br>operations ..........................................................	57,722	129,066	(55.3)%
Net earnings from continuing operations .....	228,244	318,930	(28.4)%
Net losses from discontinued operations,<br><br>net of income taxes .........................................	—	(7,851)	(100.0)%
Net losses attributable to noncontrolling<br><br>interests .............................................................	(14,651)	(12,228)	19.8%
Preferred stock dividends ...............................	26,940	27,930	(3.5)%
Net earnings attributable to common<br><br>shareholders .....................................................	215,955	295,377	(26.9)%
Effective tax rate from continuing<br><br>operations ........................................................	20.2%	28.8%
46	Jefferies Financial Group Inc.
---	---

Executive Summary

Three Months Ended May 31, 2025 Versus May 31, 2024

Consolidated Results

•Net revenues were $1.63 billion, down 1.3% compared to $1.66

billion for the prior year quarter, as market uncertainty related

to U.S. policy and geopolitical events reduced activity levels for

certain of our businesses during the current quarter.

•Earnings from continuing operations before income taxes were

$134.9 million, down 40.8% compared to $227.8 million for the

prior year quarter, primarily driven by higher non-compensation

expenses associated with certain business activity, particularly

in Equities. The prior year period includes the results of

Foursight through its sale in April 2024.

Business Results

•Investment banking net revenues from Advisory, Equity

underwriting and Debt underwriting totaling $785.6 million

were up 6.4% compared to $738.6 million for the prior year

quarter. Advisory net revenues were up 61.3%, primarily

attributable to market share gains and an increase in mergers

and acquisitions activity levels across most sectors. Total

underwriting net revenues were down 28% as debt underwriting

remained flat and equity underwriting declined, consistent with

an overall industry slowdown attributable to significant

uncertainty related to U.S. policy and geopolitical events which

meaningfully slowed activity levels. Other investment banking

net revenues were $(19.3) million, compared to net revenues of

$48.8 million for the prior year quarter. Other investment

banking net revenues include the net returns on our

investments in our Jefferies Finance and Berkadia joint

ventures and net gains or losses on investments, and the prior

year quarter includes Foursight operating revenues as well as

the gain on the sale of Foursight in April 2024.

•Equities net revenues were $526.2 million, up 24.4% compared

to $422.9 million for the prior year quarter, primarily

attributable to market share gains and increased global trading

volumes driving stronger results across several of our equities

business lines.

•Fixed income net revenues were $177.9 million, down 37.4%

compared to $284.2 million for the prior year quarter due to

lower global activity levels and volatility in credit spreads

impacting the overall trading environment in the current

quarter.

•Asset management net revenues were $154.6 million

compared to $156.5 million for the prior year quarter. Asset

management fees and revenues were modestly higher and

Investment return increased due to improved returns generated

across a number of fund strategies, partially offset by net

losses on certain investment positions.

Non-interest Expenses

•Compensation and benefits expenses were $854.8 million, a

decrease of 1%, compared to $862.0 million for the prior year

quarter. Compensation and benefits expense as a percentage

of Net revenues was 52.3%, compared to 52.0% for the prior

year quarter.

•Non-compensation expenses were $644.7 million, higher

compared to $566.7 million for the prior year quarter. Non-

compensation expenses were higher primarily due to increased

brokerage and clearing fees other transactional costs (included

in other expenses) associated with increased global equities

trading volumes. Additionally, non-compensation expenses

increased due to higher business development, technology and

communication expenses and a write-down on certain assets

held for sale. In addition, Non-compensation expenses for the

prior year quarter include Foursight activity up through the sale

in April 2024. Non-compensation expenses as a percentage of

Net revenues was 39.4% compared to 34.2% for the prior year

quarter.

Six Months Ended May 31, 2025 Versus May 31, 2024

Consolidated Results

•Net revenues were $3.23 billion, down 4.9% compared to $3.39

billion for the prior year period, as market uncertainty related to

U.S. policy and geopolitical events reduced activity levels for

certain of our businesses during the current year.

•Earnings from continuing operations before income taxes were

$286.0 million, down 36.2% compared to $448.0 million for the

prior year period. Our results reflect solid performance in our

Investment Banking advisory business as well as our Equities

business offset by a meaningful decline in investment return

generated by our Asset Management business and a decline in

the performance of our Fixed Income business. Additionally,

non-compensation expenses were higher compared to the

prior year period associated with certain business activity,

particularly in Equities.

Business Results

•Investment banking net revenues from Advisory, Equity

underwriting and Debt underwriting totaling $1.51 billion were

up 6.8% compared to $1.42 billion for the prior year period.

Advisory net revenues were up 37.5% primarily attributable to

market share gains and an increase in mergers and

acquisitions activity levels across all sectors. Total

underwriting net revenues were down 17.3% as strong results

in debt underwriting were offset by a slowdown in equity

underwriting activity, consistent with the overall industry

slowdown attributable to significant uncertainty related to U.S.

policy and geopolitical events. Other investment banking net

revenues were $(44.3) million, compared to net revenues of

$98.7 million for the prior year period. Other investment

banking net revenues include the net returns on our

investments in our Jefferies Finance and Berkadia joint

ventures and net gains or losses on investments, and the prior

year period includes Foursight operating revenues as well as

the gain on the sale of Foursight in April 2024.

•Equities net revenues were $935.3 million, up 17.7% compared

to $794.7 million for the prior year period, attributable to

market share gains and stronger global results across several

of our equities business lines.

•Fixed income net revenues were $467.1 million, down 26.6%

compared to $636.7 million for the prior year period due to

lower global activity levels and volatility in credit spreads

impacting the overall trading environment in the current year.

•Asset management net revenues were $346.3 million

compared to $429.9 million for the prior year period. Asset

management fees and revenues increased driven by higher

performance fees realized during the period offset by a

decrease in Investment return attributable to a challenging

investment environment for several strategies particularly with

a long equity bias.

May 2025 Form 10-Q	47

Non-interest Expenses

•Compensation and benefits expenses were $1.70 billion, a

decrease of 5.2%, compared to $1.79 billion for the prior year

period. Compensation and benefits expense as a percentage of

Net revenues was 52.5%, compared to 52.7% for the prior year

period.

•Non-compensation expenses were $1.25 billion, higher

compared to $1.16 billion for the prior year period. The

increase in non-compensation expenses was primarily due to

increased business development, brokerage and clearing fees

and other transactional costs (included in other expenses)

associated with increased global equities trading volumes and

higher technology and communication expenses. The current

year also includes $16.3 million in charitable donations,

including $9.6 million to support Los Angeles wildfire relief

efforts, as well as a $5.7 million land donation by HomeFed,

and a write-down on certain assets held for sale. Other

expenses for the prior year period include bad debt expenses

of $26.2 million largely related to our losses associated with

the shutdown of Weiss Multi-Strategy Advisers (“Weiss”). In

addition, non-compensation expenses for the prior year period

include Foursight activity up through the sale in April 2024.

Non-compensation expenses as a percentage of Net revenues

was 38.6% compared to 34.1% for the prior year period.

Headcount

•At May 31, 2025, we had 7,671 employees globally across all of

our consolidated subsidiaries within our Investment Banking

and Capital Markets and Asset Management reportable

segments, a decrease of 151 employees from our headcount

of 7,822 at November 30, 2024. Included within our global

headcount are 1,922 employees at May 31, 2025 and 2,063

employees at November 30, 2024 of our Stratos, Tessellis,

HomeFed and M Science subsidiaries.

Revenues by Source

We present our results as two reportable business segments:

Investment Banking and Capital Markets and Asset Management.

Additionally, corporate activities are fully allocated to each of

these reportable business segments.

Net revenues presented for our Investment Banking and Capital

Markets reportable segment include allocations of interest

income and interest expense as we assess the profitability of

these businesses inclusive of the net interest revenue or expense

associated with the respective activities, including the net

interest cost of allocated short- and long-term debt, which is a

function of the mix of each business’s associated assets and

liabilities and the related funding costs.

The remainder of our “Consolidated Results of Operations” is

presented on a detailed product and expense basis. Our

“Revenues by Source” is reported along the following business

lines: Investment Banking, Equities, Fixed Income and Asset

Management.

Debt valuation adjustments on derivative contracts, gains and

losses on investments held in deferred compensation plans,

foreign currency transaction gains or losses or certain other

corporate income items are not considered by management in

assessing the financial performance of our operating businesses

and are, therefore, not reported as part of our business segment

results.

	Three Months Ended
	May 31, 2025		May 31, 2024
$ in thousands	Amount	% of Net<br><br>Revenues	Amount	% of Net<br><br>Revenues	% Change
Advisory ............................	$457,860	28.0%	$283,898	17.1%	61.3%
Equity underwriting ..........	122,366	7.5	249,187	15.0	(50.9)
Debt underwriting .............	205,363	12.6	205,499	12.4	(0.1)
Other investment<br><br>banking ........................	(19,282)	(1.2)	48,802	3.0	N/M
Total Investment<br><br>Banking ........................	766,307	46.9	787,386	47.5	(2.7)
Equities ..............................	526,244	32.2	422,884	25.5	24.4
Fixed income .....................	177,911	10.9	284,177	17.2	(37.4)
Total Capital Markets ......	704,155	43.1	707,061	42.7	(0.4)
Total Investment<br><br>Banking and Capital<br><br>Markets (1) ..................	1,470,462	90.0	1,494,447	90.2	(1.6)
Asset management fees<br><br>and revenues ..............	20,766	1.3	16,818	1.0	23.5
Investment return .............	50,404	3.1	32,942	2.0	53.0
Allocated net interest (2) .	(19,144)	(1.2)	(16,003)	(1.0)	19.6
Other investments,<br><br>inclusive of net<br><br>interest .........................	102,595	6.3	122,767	7.4	(16.4)
Total Asset<br><br>Management ...............	154,621	9.5	156,524	9.4	(1.2)
Other ...................................	9,364	0.5	5,474	0.4	71.1
Net revenues .....................	$1,634,447	100.0%	$1,656,445	100.0%	(1.3)%			Six Months Ended
---	---	---	---	---	---
	May 31, 2025		May 31, 2024
$ in thousands	Amount	% of Net<br><br>Revenues	Amount	% of Net<br><br>Revenues	% Change
Advisory ...............................	$855,640	26.5%	$622,465	18.3%	37.5%
Equity underwriting .............	250,886	7.8	458,490	13.5	(45.3)
Debt underwriting ................	404,725	12.5	334,693	9.9	20.9
Other investment banking ..	(44,252)	(1.4)	98,748	2.9	N/M
Total Investment Banking .	1,466,999	45.4	1,514,396	44.6	(3.1)
Equities .................................	935,302	29.0	794,684	23.4	17.7
Fixed income ........................	467,137	14.5	636,655	18.8	(26.6)
Total Capital Markets .........	1,402,439	43.5	1,431,339	42.2	(2.0)
Total Investment Banking<br><br>and Capital Markets<br><br>(1) ....................................	2,869,438	88.9	2,945,735	86.8	(2.6)
Asset management fees<br><br>and revenues .................	109,396	3.4	76,475	2.3	43.0
Investment return ................	44,770	1.4	150,582	4.4	(70.3)
Allocated net interest (2) ....	(36,365)	(1.1)	(31,015)	(0.9)	17.2
Other investments,<br><br>inclusive of net interest	228,535	7.1	233,865	6.9	(2.3)
Total Asset Management ..	346,336	10.8	429,907	12.7	(19.4)
Other ......................................	11,692	0.3	19,006	0.5	(38.5)
Net revenues ........................	$3,227,466	100.0%	$3,394,648	100.0%	(4.9)%

N/M — Not Meaningful

(1)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.

(2)Allocated net interest represents an allocation to Asset Management 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 make clearer actual

Investment return. We believe that aggregating Investment return and

Allocated net interest would obscure the Investment return by including an

amount that is unique to our credit spreads, debt maturity profile, capital

structure, liquidity risks and allocation methods.

48	Jefferies Financial Group Inc.

Beginning in the fourth quarter of 2024, revenues from corporate

equity derivative transactions historically included within Other

investment banking net revenues were reclassified to Equities net

revenues as the underlying business has matured and has

started to generate meaningful revenues. Prior year amounts

have been revised to conform to this reclassification change to

the current year reporting.

Investment Banking Revenues

Investment banking is composed of revenues from:

•advisory services with respect to mergers and acquisitions,

debt financing, restructurings and private capital transactions;

•underwriting services, which include debt underwriting and

placement services related to investment grade debt, high yield

bonds, leveraged loans, emerging market debt, global

structured notes, municipal debt, mortgage-backed and asset-

backed securities; equity underwriting and placement services

related to equity offerings, preferred stock, and equity-linked

securities; and loan syndication;

•our 50% share of net earnings from our corporate lending joint

venture, Jefferies Finance;

•our 45% share of net earnings from our commercial real estate

joint venture, Berkadia (which includes commercial mortgage

origination and servicing);

•Foursight, our wholly-owned subsidiary engaged in the lending

and servicing of automobile loans (until the sale in April 2024);

•securities and loans received or acquired in connection with

our investment banking activities; and

•certain revenue-sharing agreements with SMBC primarily

associated with investment banking transactions.

Investment banking net revenues were $766.3 million, down 2.7%

compared to $787.4 million for the prior year quarter.

Investment banking net revenues were $1.47 billion, down 3.1%

compared to $1.51 billion for the prior year period.

	Deals Completed
	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
	2025	2024	2025	2024
Advisory transactions ........	84	74	176	152
Public and private equity<br><br>and convertible<br><br>offerings ...........................	45	64	80	122
Public and private debt<br><br>financings ........................	268	285	481	467			Aggregate Value
---	---	---	---	---
	Three Months Ended<br><br>May 31,		Six Months Ended<br><br>May 31,
$ in billions	2025	2024	2025	2024
Advisory transactions ..........	$87.2	$75.9	$199.0	$130.8
Public and private equity<br><br>and convertible offerings	21.6	31.6	44.0	44.4
Public and private debt<br><br>financings ..........................	100.3	160.7	247.5	268.0

Three Months Ended May 31, 2025 Versus May 31, 2024

Advisory net revenues were $457.9 million, up 61% compared to

$283.9 million for the prior year quarter, driven by market share

gains attributable to an increase in mergers and acquisition

activity levels across most sectors.

Total underwriting net revenues were $327.7 million, down 27.9%

from $454.7 million for the prior year quarter, driven by lower

equity underwriting activity across most sectors, consistent with

the overall industry slowdown attributable to significant

uncertainty related to U.S. policy and geopolitical events. Debt

underwriting net revenues remained relatively flat compared to

the prior year quarter.

Other investment banking net revenues were $(19.3) million,

compared to net revenues of $48.8 million for the prior year

quarter and include mark-to-market net losses on certain

investment positions. Performance from our strategic Berkadia

joint venture modestly decreased while performance from our

strategic Jefferies Finance joint venture was lower than the prior

year quarter. Other investment banking net revenues for the prior

year quarter include Foursight operating revenues as well as the

gain on the sale of Foursight in April 2024.

While our investment banking backlog remains strong, the extent

and timing of its realization may be impacted by an environment

that remains challenging due to ongoing uncertainties around

U.S. policy and geopolitical events. Backlog snapshots are

subject to limitations as the time frame for the realization of

revenues from these expected transactions varies and is

influenced by factors we do not control. Transactions not

included in the estimate may occur, and expected transactions

may also be modified or cancelled.

Six Months Ended May 31, 2025 Versus May 31, 2024

Advisory net revenues were $855.6 million, up 37.5% compared

to $622.5 million for the prior year period, primarily attributable to

market share gains and an increase in mergers and acquisition

activity levels across all sectors.

Total underwriting net revenues were $655.6 million, down 17.3%

compared to $793.2 million for the prior year period. Solid net

revenues in Debt were driven by an increase in mergers and

acquisition activity across most sectors and collateralized loan

origination activity. A decline in Equity underwriting net revenues

was attributable to a decrease in transaction activity across most

sectors, consistent with the overall industry slowdown

attributable to significant uncertainty related to U.S. policy and

geopolitical events which meaningfully slowed activity levels.

Other investment banking net revenues were $(44.3) million,

compared to net revenues of $98.7 million for the prior year

period and include mark-to-market net losses compared to mark-

to-market net gains in the prior year period. Performance from

our strategic Berkadia joint venture modestly increased while

performance from our strategic Jefferies Finance joint venture

was lower than the prior year period. Other investment banking

net revenues for the prior year period include Foursight operating

revenues as well as the gain on the sale of Foursight in April

2024.

Equities Net Revenues

Equities is composed of net revenues from:

•services provided to our clients from which we earn

commissions or spread revenue by executing, settling and

clearing transactions for clients;

•advisory services offered to clients;

May 2025 Form 10-Q	49

•financing, securities lending and other prime brokerage

services offered to clients, including capital introductions and

outsourced trading;

•corporate equity derivative transactions; and

•wealth management services.

Three Months Ended May 31, 2025 Versus May 31, 2024

Equities net revenues were $526.2 million, up 24% from

$422.9 million for the prior year quarter, as increased volumes

drove stronger results, particularly within our global electronic

trading, equity options and Europe and Asia equity cash

businesses, and our corporate derivatives business produced

strong results globally. These increases were partially offset by

lower revenues from our U.S. equity cash business.

Six Months Ended May 31, 2025 Versus May 31, 2024

Equities net revenues were $935.3 million, up 17.7% compared to

$794.7 million for the prior year period, as stronger results in our

global electronic trading and Europe and Asia equity cash

businesses significantly increased over the prior year period.

Additionally, revenues from our prime services and equity options

businesses were also strong. These increases were partially

offset by lower revenues from our U.S. equity cash business.

Fixed Income Net Revenues

Fixed income is composed of net revenues from:

•executing transactions for clients and making markets in

securitized products, investment grade, high-yield, distressed,

emerging markets, municipal, sovereign and emerging markets

securities and loans;

•customized products and corporate hedging and foreign

currency solutions through derivative products; and

•financing and other structuring services.

Three Months Ended May 31, 2025 Versus May 31, 2024

Fixed income net revenues were $177.9 million, down 37.4%

compared to $284.2 million for the prior year quarter as a result

of a challenging market in the current quarter due to lower global

activity levels and volatility in credit spreads impacting the overall

trading environment and several businesses, including

distressed, securitized products, emerging markets and

municipals.

Six Months Ended May 31, 2025 Versus May 31, 2024

Fixed income net revenues were $467.1 million, down 26.6%

compared to $636.7 million for the prior year period as a result of

a challenging market in the current year due to lower global

activity levels and volatility in credit spreads impacting the overall

trading environment and several businesses, including

distressed, municipals, emerging markets, securitized products

and corporates.

Asset Management

We operate a diversified alternative asset management platform

offering institutional clients a range of investment strategies

directly and through our affiliated asset managers. We provide

certain of our affiliated asset managers access to our global

marketing and distribution platform, as well as operational

infrastructure and support. We often invest our own capital in the

strategies offered by us and associated third-party asset

managers in which we have an interest.

Asset management revenues include the following:

•management and performance fees from funds and accounts

managed by us;

•revenue from affiliated asset managers where we are entitled

to portions of their revenues and/or profits, as well as earnings

on our ownership interests in our affiliated asset managers;

•investment income from our capital invested in and managed

by us and our affiliated asset managers;

•investment and fund placement fees; and

•revenues from investments held in our other investments

portfolio, including consolidated operations from real estate

development activities, foreign exchange trading and

telecommunications activities.

Asset management fees and revenues are impacted by the level

of assets under management and the performance return of

those assets, for the most part on an absolute basis, and, in

certain cases, relative to a benchmark or hurdle. These

components can be affected by financial markets, profits and

losses in the applicable investment portfolios and client capital

activity. Further, asset management fees vary with the nature of

investment management services. The terms under which clients

may terminate our investment management agreements, and the

requisite notice period for such termination, vary depending on

the nature of the investment vehicle and the liquidity of the

portfolio assets. In some instances, performance fees and

similar revenues are recognized once a year, when they become

fixed and determinable and are not probable of being

significantly reversed, typically in December. As a result, a

significant portion of our performance fees and similar revenues

generated from investment returns in a calendar year are

recognized in our following fiscal year.

	Three Months Ended<br><br>May 31,
$ in thousands	2025	2024	% Change
Asset management fees and other ..	7,495	6,990	7.2%
Revenue from strategic affiliates (1)	13,271	9,828	35.0%
Total asset management fees and<br><br>revenues ..........................................	20,766	16,818	23.5%
Investment return ................................	50,404	32,942	53.0%
Allocated net interest ..........................	(19,144)	(16,003)	19.6%
Other investments ...............................	102,595	122,767	(16.4)%
Total Asset Management ..................	$154,621	$156,524	(1.2)%			Six Months Ended<br><br>May 31,
---	---	---	---
$ in thousands	2025	2024	% Change
Asset management fees and other ..	53,302	36,351	46.6%
Revenue from strategic affiliates (1)	56,094	40,124	39.8%
Total asset management fees and<br><br>revenues ..........................................	109,396	76,475	43.0%
Investment return ................................	44,770	150,582	(70.3)%
Allocated net interest ..........................	(36,365)	(31,015)	17.2%
Other investments ...............................	228,535	233,865	(2.3)%
Total Asset Management ..................	$346,336	$429,907	(19.4)%

(1)These amounts include our share of fees received by affiliated asset

management companies with which we have revenue and profit share

arrangements, as well as earnings on our ownership interest in affiliated asset

managers.

50	Jefferies Financial Group Inc.

Three Months Ended May 31, 2025 Versus May 31, 2024

Asset management fees and revenues were $20.8 million, up

23% compared to $16.8 million for the prior year quarter,

primarily driven by higher placement fees earned during the

current quarter compared to the prior year quarter.

Investment return was $50.4 million, up 53% compared to

$32.9 million for the prior year quarter due to improved returns

generated across a number of fund strategies.

Other investments net revenues were $102.6 million, down 16%

compared to $122.8 million in the prior year quarter, primarily

driven by unrealized losses on certain investment positions.

Six Months Ended May 31, 2025 Versus May 31, 2024

Asset management fees and revenues were $109.4 million, up

43% compared to $76.5 million for the prior year period, reflecting

higher performance fees on funds managed by us and through

our strategic affiliates.

Investment return was $44.8 million, compared to $150.6 million

for the prior year period, with the decrease attributable to a

challenging investment environment, primarily in the first quarter

of 2025 for a variety of strategies, particularly those with a long

equity bias.

Other investments net revenues were $228.5 million, down 2%

compared to $233.9 million for the prior year period, attributable

to net losses recognized on certain investments in the current

period compared to net gains in the prior year period, partially

offset by realized gains on property sales at HomeFed during the

current year period.

Assets Under Management

Aggregate net asset values or net asset value equivalent assets

under management:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Net asset values of seed investments .................	$1,870	$1,761
Net asset values of financed investments ..........	1,193	1,174
Net asset values of investments (1) .....................	3,063	2,935
Assets under management by affiliated asset<br><br>managers with revenue sharing<br><br>arrangements (2) ................................................	25,731	22,515
Third-party and other investments actively<br><br>managed by our wholly-owned managers (3)	2,626	2,596
Total aggregate net asset values or net asset<br><br>value equivalent assets under management .	$31,420	$28,046

(1)Revenues related to the investments made by us are presented in Investment

return within the results of our asset management businesses.

(2)Revenues from our share of fees received by affiliated asset managers are

presented in Revenue from strategic affiliates within the results of our asset

management business. November 30, 2024 includes an adjustment of

$3.0 billion.

(3)We earn asset management fees as a result of the third-party investments,

which are presented in Asset management fees and revenues within the

results of our asset management business.

Assets under management are based on the net asset value or

net asset value equivalent of a fund plus unfunded capital

commitments to the fund, the net asset value equivalents of

separately managed accounts and the fair value of any invested

capital in our consolidated funds and separately managed

accounts. Assets under management is generally based on how

fee and revenues are calculated and the measure also includes

funds and separately managed accounts for which we do not

charge fees.

Our definition of assets under management is not based on any

definition contained in any of our investment management

agreements and differs from the manner in which “Regulatory

Assets Under Management” is reported to the SEC on Form ADV.

Asset Management Investments

Our asset management business makes seed and additional

strategic investments directly in alternative asset management

separately managed accounts and co-mingled funds where we

act as the asset manager or in affiliated asset managers where

we have strategic relationships and participate in the revenues or

profits of the affiliated manager.

Investments by type of asset manager:

$ in thousands	May 31,<br><br>2025	November 30,<br><br>2024
Jefferies Financial Group Inc.; as manager:
Fund investments (1) ...................................................	$205,769	$199,248
Separately managed accounts (2) ............................	209,111	177,998
Total ...............................................................................	$414,880	$377,246
Strategic affiliates; as manager:
Fund investments (1) ...................................................	$1,121,442	$944,940
Separately managed accounts (2) ............................	333,157	439,043
Investments in asset managers .................................	163,815	81,403
Total ...............................................................................	$1,618,414	$1,465,386
Total asset management investments ...................	$2,033,294	$1,842,632

(1)Due to the level or nature of an investment in a fund, we may consolidate that

fund; and accordingly, the assets and liabilities of the fund are included in the

representative line items in our consolidated financial statements. At May 31,

2025 and November 30, 2024 $13.0 million and $11.3 million, respectively,

represent net investments in funds that have been consolidated in our

financial statements.

(2)Where we have investments in a separately managed account, the assets and

liabilities of such account are presented in our consolidated financial

statements within each respective line item.

Other

Other revenues include foreign currency transaction gains or

losses, debt valuation adjustments on derivative contracts, gains

and losses on investments held in deferred compensation plans

or certain other corporate income items that are not attributed to

business segments as management does not consider such

amounts in assessing the financial performance of our operating

businesses.

May 2025 Form 10-Q	51

Non-interest Expenses

	Three Months Ended<br><br>May 31,
$ in thousands	2025	2024	% Change
Compensation and benefits ...........	$854,839	$861,993	(0.8)%
Brokerage and clearing fees ..........	129,745	110,536	17.4
Underwriting costs ..........................	14,525	18,552	(21.7)
Technology and communications	146,198	135,238	8.1
Occupancy and equipment rental .	30,711	29,327	4.7
Business development ...................	80,070	68,630	16.7
Professional services .....................	77,768	75,493	3.0
Depreciation and amortization ......	52,253	49,946	4.6
Cost of sales ....................................	42,961	37,462	14.7
Other ..................................................	70,476	41,514	69.8
Total non-interest expenses .........	$1,499,546	$1,428,691	5.0%			Six Months Ended<br><br>May 31,
---	---	---	---
$ in thousands	2025	2024	% Change
Compensation and benefits ...........	$1,695,966	$1,788,864	(5.2)%
Brokerage and clearing fees ..........	239,181	220,206	8.6
Underwriting costs ..........................	32,371	37,036	(12.6)
Technology and communications	285,673	272,750	4.7
Occupancy and equipment rental .	60,910	57,480	6.0
Business development ...................	152,361	126,281	20.7
Professional services .....................	150,234	153,337	(2.0)
Depreciation and amortization ......	83,241	93,148	(10.6)
Cost of sales ....................................	84,529	72,133	17.2
Other ..................................................	157,034	125,417	25.2
Total non-interest expenses .........	$2,941,500	$2,946,652	(0.2)%

Total Non-interest Expenses

Three Months Ended May 31, 2025 Versus May 31, 2024

Non-interest expenses were $1.50 billion, an increase of 5.0%,

compared with $1.43 billion for the prior year quarter, primarily

due to an increase in certain business activity, particularly in

Equities.

Six Months Ended May 31, 2025 Versus May 31, 2024

Non-interest expenses were $2.94 billion and remained relatively

flat compared to $2.95 billion for the prior year period.

Compensation and Benefits

Compensation and benefits expense consists of salaries,

benefits, commissions, annual cash compensation and share-

based awards and the amortization of share-based and cash

compensation awards to employees.

Cash and share-based awards and a portion of cash awards

granted to employees as part of year end compensation generally

contain provisions such that employees who terminate their

employment or are terminated without cause may continue to

vest in their awards, so long as those awards are not forfeited as

a result of other forfeiture provisions (primarily non-compete

clauses) of those awards. Accordingly, the compensation

expense for a portion of awards granted at year end as part of

annual compensation is recorded during the year of the award.

Compensation and benefits expense includes amortization

expense associated with these awards to the extent vesting is

contingent on future service. In addition, certain awards to our

Chief Executive Officer and our President contain performance

conditions and the awards are amortized over their service

periods.

Compensation and benefits expense for the current quarter and

current year was $854.8 million and $1.70 billion, respectively,

compared to $862.0 million and $1.79 billion for the prior quarter

and prior year period, respectively. A significant portion of our

compensation expense is highly variable with net revenues.

Compensation and benefits expense as a percentage of Net

revenues was 52.3% and 52.5% for the current quarter and

current year, respectively, compared to 52.0% and 52.7% for the

prior quarter and prior year period, respectively.

Compensation expense related to the amortization of share- and

cash-based awards amounted to $149.7 million and $300.4

million for the current quarter and current year, respectively,

compared to $118.6 million and $246.7 million for the prior

quarter and prior year period, respectively.

At May 31, 2025, we had 7,671 employees globally across all of

our consolidated subsidiaries within our Investment Banking and

Capital Markets and Asset Management reportable segments, a

decrease of 151 employees from our headcount of 7,822 at

November 30, 2024. Included within our global headcount are

1,922 employees at May 31, 2025 and 2,063 employees at

November 30, 2024 of our Stratos, Tessellis, HomeFed, and M

Science subsidiaries.

Non-interest Expenses (Excluding Compensation and Benefits)

Three Months Ended May 31, 2025 Versus May 31, 2024

Non-compensation expenses as a percentage of Net revenues

was 39.4% compared to 34.2% for the current quarter and prior

year quarter, respectively, and was impacted by the following:

•Brokerage and clearing fees were higher by $19.2 million

primarily due to increased global equities trading volumes.

•Business development was higher by $11.4 million reflecting

fees paid in connection with increased investment banking

deal activity.

•Technology and communication were higher by $11.0 million

related to the continued development of various trading and

management systems.

•Other expenses were higher by $29.0 million related to bad

debt expenses and a write-down on certain assets held for

sale. Additionally, other expenses for the prior year period

includes activity from Foursight, which was sold in April 2024.

Six Months Ended May 31, 2025 Versus May 31, 2024

Non-compensation expenses as a percentage of Net revenues

was 38.6% compared to 34.1% for the current year and the prior

year period, respectively and was impacted by the following:

•Business development was higher by $26.1 million reflecting

increased investment banking and capital markets deal

activity.

•Brokerage and clearing fees were higher by $19.0 million

primarily due to increased global equities trading volumes.

•Technology and communication were higher by $12.9 million

related to the continued development of various trading and

management systems.

52	Jefferies Financial Group Inc.

•Other expenses were higher by $31.6 million and the current

year period includes $16.3 million in charitable donations,

including $9.6 million to support Los Angeles wildfire relief

efforts, as well as a $5.7 million land donation from HomeFed.

Other expenses also include a write-down on certain assets

held for sale. Other expenses for the prior year period include

bad debt expenses of $26.2 million largely related to our losses

associated with the shutdown of Weiss. In addition, the prior

year period includes activity from Foursight, which was sold in

April 2024.

Income Taxes

Three Months Ended May 31, 2025 Versus May 31, 2024

The provision for income taxes on continuing operations was

$43.5 million and $73.1 million for the three months ended

May 31, 2025 and 2024, respectively, representing an effective

tax rate of 32.3% and 32.1%, respectively.

Six Months Ended May 31, 2025 Versus May 31, 2024

The provision for income taxes on continuing operations was

$57.7 million and $129.1 million for the six months ended May

31, 2025 and 2024, respectively, representing an effective tax rate

of 20.2%, and 28.8%, respectively. The lower rate was primarily

driven by the partial resolution of certain state and local tax

matters during the first quarter of 2025.

Accounting Developments

There are no accounting standard updates, except as discussed

in Note 3, Accounting Developments in our consolidated financial

statements included in this Quarterly Report on Form 10-Q which

we have either determined are applicable or expected to have a

material impact on our consolidated financial statements.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity

with U.S. generally accepted accounting principles (“U.S. GAAP”),

which requires management to make estimates and

assumptions that affect the amounts reported in our

consolidated financial statements and related notes. Actual

results can and may differ from estimates. These differences

could be material to our consolidated financial statements.

We believe our application of U.S. GAAP and the associated

estimates are reasonable. Our accounting estimates are

reevaluated, and adjustments are made when facts and

circumstances dictate a change. Historically, we have found our

application of accounting policies to be appropriate, and actual

results have not differed materially from those determined using

necessary estimates.

For further discussions of the following significant accounting

policies and other significant accounting policies, refer to Note 2,

Summary of Significant Accounting Policies, in our consolidated

financial statements included in Part II, Item 8 of our Annual

Report on Form 10-K for the year ended November 30, 2024.

Valuation of Financial Instruments

Financial instruments owned and Financial instruments sold, not

yet purchased are recorded at fair value. The fair value of a

financial instrument is the amount that would be received to sell

an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date (the exit

price). Unrealized gains or losses are generally recognized in

Principal transactions revenues.

Fair Value Hierarchy – In determining fair value, we maximize the

use of observable inputs and minimize the use of unobservable

inputs by requiring that observable inputs be used when

available. Observable inputs are inputs that market participants

would use in pricing the asset or liability based on market data

obtained from independent sources. Unobservable inputs reflect

our assumptions that market participants would use in pricing

the asset or liability developed based on the best information

available in the circumstances. We apply a hierarchy to

categorize our fair value measurements broken down into three

levels based on the transparency of inputs, where Level 1 uses

observable prices in active markets and Level 3 uses valuation

techniques that incorporate significant unobservable inputs.

Greater use of management judgment is required in determining

fair value when inputs are less observable or unobservable in the

marketplace, such as when the volume or level of trading activity

for a financial instrument has decreased and when certain

factors suggest that observed transactions may not be reflective

of orderly market transactions. Judgment must be applied in

determining the appropriateness of available prices, particularly

in assessing whether available data reflects current prices and/or

reflects the results of recent market transactions. Prices or

quotes are weighed when estimating fair value with greater

reliability placed on information from transactions that are

considered to be representative of orderly market transactions.

Fair value is a market-based measure; therefore, when market

observable inputs are not available, our judgment is applied to

reflect those judgments that a market participant would use in

valuing the same asset or liability. The availability of observable

inputs can vary for different products. We use prices and inputs

that are current as of the measurement date even in periods of

market disruption or illiquidity. The valuation of financial

instruments categorized within Level 3 of the fair value hierarchy

involves the greatest extent of management judgment. (Refer to

Note 2, Summary of Significant Accounting Policies, in our

consolidated financial statements included in Part II, Item 8 of

our Annual Report on Form 10-K for the year ended November 30,

2024 and Note 6, Fair Value Disclosures in our consolidated

financial statements included in this Quarterly Report on Form

10-Q for further information on the definitions of fair value, Level

1, Level 2 and Level 3 and related valuation techniques.)

For information on the composition of our Financial instruments

owned and Financial instruments sold, not yet purchased

recorded at fair value and the composition of activity of our Level

3 assets and Level 3 liabilities, refer to Note 6, Fair Value

Disclosures in our consolidated financial statements included in

this Quarterly Report on Form 10-Q.

Controls Over the Valuation Process for Financial Instruments –

Our Independent Price Verification Group, independent of the

trading function, plays an important role in determining that our

financial instruments are appropriately valued and that fair value

measurements are reliable. This is particularly important where

prices or valuations that require inputs are less observable. In the

event that observable inputs are not available, the control

processes are designed to assure that the valuation approach

utilized is appropriate and consistently applied and that the

assumptions are reasonable. Where a pricing model is used to

determine fair value, these control processes include reviews of

the pricing model’s theoretical soundness and appropriateness

by risk management personnel with relevant expertise who are

independent from the trading desks. In addition, recently

executed comparable transactions and other observable market

data are considered for purposes of validating assumptions

underlying the model.

May 2025 Form 10-Q	53

Income Taxes

Significant judgment is required in estimating our provision for

income taxes. In determining the provision for income taxes, we

must make judgments and interpretations about how to apply

inherently complex tax laws to numerous transactions and

business events. In addition, we must make estimates about the

amount, timing and geographic mix of future taxable income,

which includes various tax planning strategies to utilize tax

attributes and deferred tax assets before they expire.

We record a valuation allowance to reduce our net deferred tax

asset to the amount that is more likely than not to be realized. We

are required to consider all available evidence, both positive and

negative, and to weigh the evidence when determining whether a

valuation allowance is required and the amount of such valuation

allowance. Generally, greater weight is required to be placed on

objectively verifiable evidence when making this assessment, in

particular on recent historical operating results.

We also record reserves for unrecognized tax benefits based on

our assessment of the probability of successfully sustaining tax

filing positions. Management exercises significant judgment

when assessing the probability of successfully sustaining tax

filing positions, and in determining whether a contingent tax

liability should be recorded and if so, estimating the amount. If

our tax filing positions are successfully challenged, payments

could be required that are in excess of reserved amounts or we

may be required to reduce the carrying amount of our net

deferred tax asset, either of which could be significant to our

financial condition or results of operations.

Impairment of Equity Method Investments

We evaluate equity method investments for impairment when

operating losses or other factors may indicate a decrease in

value which is other than temporary. We consider a variety of

factors including economic conditions nationally and in an

investment’s geographic area of operation, adverse changes in

the industry in which an investment operates, declines in

business prospects, deterioration in earnings, increasing costs of

operations and other relevant factors specific to the

investee. Whenever we believe conditions or events indicate that

one of these investments might be significantly impaired, we

generally obtain from such investee updated cash flow

projections and obtain other relevant information related to

assessing the overall valuation of the investee. Utilizing this

information, we assess whether the investment is considered to

be other-than-temporarily impaired. To the extent an investment

is deemed to be other-than-temporarily impaired, an impairment

charge is recognized for the amount, if any, by which the

investment’s book value exceeds our estimate of the

investment’s fair value.

Goodwill

At May 31, 2025, goodwill of $1.84 billion represents 2.7% of total

assets. The nature and accounting for goodwill is discussed in

Note 2, Summary of Significant Accounting Policies in our

consolidated financial statements included in Part II, Item 8 of

our Annual Report on Form 10-K for the year ended November 30,

2024 and Note 13, Goodwill and Intangible Assets in our

consolidated financial statements included in this Quarterly

Report on Form 10-Q. Goodwill must be allocated to reporting

units and tested for impairment at least annually, or when

circumstances or events make it more likely than not that an

impairment occurred. Goodwill is tested by comparing the

estimated fair value of each reporting unit with its carrying value.

Our annual goodwill impairment testing date for a substantial

portion of our reporting units is August 1 and November 30 for

other identified reporting units. The results of our annual tests

did not indicate any goodwill impairment.

We use allocated tangible equity plus allocated goodwill and

intangible assets for the carrying amount of each reporting unit.

The amount of tangible equity allocated to a reporting unit is

based on our cash capital model deployed in managing our

businesses, which seeks to approximate the capital a business

would require if it were operating independently. For further

information on our Cash Capital Policy, refer to the Liquidity,

Financial Condition and Capital Resources section herein.

Intangible assets are allocated to a reporting unit based on either

specifically identifying a particular intangible asset as pertaining

to a reporting unit or, if shared among reporting units, based on

an assessment of the reporting unit’s benefit from the intangible

asset in order to generate results.

Estimating the fair value of a reporting unit requires management

judgment and often involves the use of estimates and

assumptions that could have a significant effect on whether or

not an impairment charge is recorded and the magnitude of such

a charge. Estimated fair values for our reporting units utilize

market valuation methods that incorporate price-to-earnings and

price-to-book multiples of comparable public companies and/or

projected cash flows. Under the market valuation approach, the

key assumptions are the selected multiples and our internally

developed projections of future profitability, growth and return on

equity for each reporting unit. The weight assigned to the

multiples requires judgment in qualitatively and quantitatively

evaluating the size, profitability and the nature of the business

activities of the reporting units as compared to the comparable

publicly-traded companies. The valuation methodology for our

reporting units is sensitive to management’s forecasts of future

profitability, which are a significant component of the valuation

and come with a level of uncertainty regarding trading volumes

and capital market transaction levels. In addition, as the fair

values determined under the market valuation approach

represent a noncontrolling interest, we apply a control premium

to arrive at the estimate fair value of each reporting unit on a

controlling basis.

Carrying values of goodwill by reporting unit:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Investment banking ..........................................................	$702.7	$700.7
Equities and wealth management ..................................	256.1	255.4
Fixed income .....................................................................	578.5	576.9
Asset management ..........................................................	143.0	143.0
Other investments ............................................................	161.8	151.9
Total ....................................................................................	$1,842.1	$1,827.9
54	Jefferies Financial Group Inc.
---	---

Liquidity, Financial Condition and Capital Resources

Our CFO and Global Treasurer are responsible for developing and

implementing our liquidity, funding and capital management

strategies. These policies are determined by the nature and

needs of our day-to-day business operations, business

opportunities, regulatory obligations, and liquidity requirements.

Our actual levels of capital, total assets and financial leverage are

a function of a number of factors, including asset composition,

business initiatives and opportunities, regulatory requirements

and cost and availability of both long term and short-term

funding. We have historically maintained a balance sheet

consisting of a large portion of our total assets in cash and liquid

marketable securities. The liquid nature of these assets provides

us with flexibility in financing and managing our business.

We also own a legacy portfolio of businesses and investments

that are reflected as consolidated subsidiaries, equity

investments or securities. Over the most recent years, we

completed several critical steps to substantially liquidate our

legacy Other investments portfolio of businesses, including the

sales of Foursight in April 2024 and the wholesale operations of

OpNet in August 2024.

In keeping with our strategy of returning excess liquidity to

shareholders, during the six months ended May 31, 2025, we

returned an aggregate of $244.7 million to shareholders primarily

in the form of $187.1 million in cash dividends and the

repurchases of 718,602 common shares for a total of $57.6

million at a weighted average price of $80.11 per share in

connection with the net share settlement for tax purposes of

stock awards under our equity compensation plans.

We maintain modest leverage to support our investment grade

ratings. The growth of our balance sheet is supported by our

equity and we have quantitative metrics in place to monitor

leverage and double leverage. Our capital plan is robust, in order

to sustain our operating model through stressed conditions. We

maintain adequate financial resources to support business

activities in both normal and stressed market conditions,

including a buffer in excess of our regulatory, or other internal or

external, requirements. Our access to funding and liquidity is

stable and efficient to ensure that there is sufficient liquidity to

meet our financial obligations in normal and stressed market

conditions.

Our Balance Sheet

A business unit level balance sheet and cash capital analysis are

prepared and reviewed with senior management on a weekly

basis. As a part of this balance sheet review process, capital is

allocated to all assets and gross balance sheet limits are

adjusted, as necessary. This process ensures that the allocation

of capital and costs of capital are incorporated into business

decisions. The goals of this process are to protect the firm’s

platform, enable our businesses to remain competitive, maintain

the ability to manage capital proactively and hold businesses

accountable for both balance sheet and capital usage.

We actively monitor and evaluate our financial condition and the

composition of our assets and liabilities. We continually monitor

our overall securities inventory, including the inventory turnover

rate, which confirms the liquidity of our overall assets. A

significant portion of our financial instruments are valued on a

daily basis and we monitor and employ balance sheet limits for

our various businesses.

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024	% Change
Total assets ...........................................	$67,285.3	$64,360.3	4.5%
Cash and cash equivalents ..................	11,260.4	12,153.4	(7.3)
Cash and securities segregated and<br><br>on deposit for regulatory<br><br>purposes or deposited with<br><br>clearing and depository<br><br>organizations ....................................	1,051.3	1,132.6	(7.2)
Financial instruments owned ..............	25,570.2	24,138.3	5.9
Financial instruments sold, not yet<br><br>purchased .........................................	11,775.1	11,007.3	7.0
Total Level 3 assets ..............................	763.0	734.2	3.9
Securities borrowed ..............................	$7,844.8	$7,213.4	8.8%
Securities purchased under<br><br>agreements to resell ........................	7,485.0	6,179.7	21.1
Total securities borrowed and<br><br>securities purchased under<br><br>agreements to resell .......................	$15,329.8	$13,393.1	14.5%
Securities loaned ...................................	$2,041.8	$2,540.9	(19.6)%
Securities sold under agreements to<br><br>repurchase ........................................	12,157.6	12,337.9	(1.5)
Total securities loaned and<br><br>securities sold under agreements<br><br>to repurchase ...................................	$14,199.4	$14,878.8	(4.6)%

Total assets at May 31, 2025 and November 30, 2024 were

$67.29 billion and $64.36 billion, respectively, an increase of

4.5%. During the three and six months ended May 31, 2025,

average total assets were higher by 16.7% and 16.3%,

respectively, than total assets at May 31, 2025.

Our total Financial instruments owned inventory was $25.57

billion and $24.14 billion at May 31, 2025 and November 30,

2024, respectively. During the six months ended May 31, 2025,

our total Financial instruments owned increased primarily due to

increases in municipal securities, loans at fair value and

derivative contracts, partially offset by a decrease in U.S.

government and agency securities. Financial instruments sold,

not yet purchased inventory was $11.78 billion at May 31, 2025,

an increase of 7.0% from $11.01 billion at November 30, 2024,

with the increase primarily driven by increases in sovereign

obligations and corporate debt and equity securities, partially

offset by a decrease in government and agency securities. Our

overall net inventory position was $13.80 billion and $13.13

billion at May 31, 2025 and November 30, 2024, respectively, with

the increase primarily due to increases in loans at fair value and

derivative contracts, partially offset by reductions in corporate

debt and equity securities.

Level 3 assets:

$ in millions	May 31,<br><br>2025	Percent	November 30,<br><br>2024	Percent
Investment Banking ............	$140.9	18.5%	$146.7	20.0%
Equities and Fixed Income .	370.0	48.5	312.2	42.5
Asset Management (1) .......	231.0	30.3	256.2	34.9
Other ......................................	21.1	2.7	19.1	2.6
Total ......................................	$763.0	100.0%	$734.2	100.0%

(1)At May 31, 2025 and November 30, 2024, $192.7 million and $218.3 million,

respectively, are attributed to Other investments within our Asset Management

reportable segment.

Securities financing assets and liabilities include financing for

our financial instruments trading activity, matched book

transactions and mortgage finance transactions. Matched book

transactions accommodate customers, as well as obtain

securities for the settlement and financing of inventory positions.

Our average month end balance of total reverse repos and stock

borrows during three and six months ended May 31, 2025 was

May 2025 Form 10-Q	55

43.8% and 31.4% higher, respectively, than the balance at May 31,

2025. Our average month end balance of total repos and stock

loans during three and six months ended May 31, 2025 was

33.8% and 40.6% higher, respectively, than the balance at May 31,

2025.

Select information related to repurchase agreements:

$ in millions	Six Months<br><br>Ended<br><br>May 31, 2025	Year Ended<br><br>November 30,<br><br>2024
Securities Purchased Under Agreements to<br><br>Resell:
Period end ...........................................................	$7,485	$6,180
Month end average ............................................	10,195	8,910
Maximum month end ........................................	14,927	10,978
Securities Sold Under Agreements to<br><br>Repurchase:
Period end ...........................................................	$12,158	$12,338
Month end average ............................................	16,807	15,197
Maximum month end ........................................	19,785	20,971

Fluctuations in the balance of our repurchase agreements from

period to period and intraperiod are dependent on business

activity in those periods. Additionally, the fluctuations in the

balances of our securities purchased under agreements to resell

are influenced in any given period by our clients’ balances and

our clients’ desires to execute collateralized financing

arrangements via the repurchase market or via other financing

products. Average balances and period end balances will

fluctuate based on market and liquidity conditions and we

consider the fluctuations intraperiod to be typical for the

repurchase market.

Leverage Ratios:

$ in millions	May 31,<br><br>2025	November 30,<br><br>2024
Total assets ..................................................................	$67,285	$64,360
Total equity ...................................................................	$10,382	$10,225
Total shareholders’ equity ..........................................	$10,305	$10,157
Deduct: Goodwill and intangible assets, net ............	(2,060)	(2,054)
Tangible shareholders’ equity ...................................	$8,245	$8,103
Leverage ratio (1) .........................................................	6.5	6.3
Tangible gross leverage ratio (2) ...............................	7.9	7.7

(1)Leverage ratio equals total assets divided by total equity.

(2)Tangible gross leverage ratio (a non-GAAP financial measure) equals total

assets less goodwill and identifiable intangible assets, net divided by tangible

shareholders’ equity. The tangible gross leverage ratio is used by rating

agencies in assessing our leverage ratio.

Liquidity Management

The key objectives of the liquidity management framework are to

support the successful execution of our business strategies

while ensuring sufficient liquidity through the business cycle and

during periods of financial and idiosyncratic distress. Our liquidity

management policies are designed to mitigate the potential risk

that we may be unable to access adequate financing to service

our financial obligations without material franchise or business

impact.

The principal elements of our liquidity management framework

are our Cash Capital Policy, our assessment of Modeled Liquidity

Outflow (“MLO”) and our Contingency Funding Plan (“CFP”).

Liquidity Management Framework. Our Liquidity Management

Framework is based on a model of a potential liquidity

contraction over a one-year time period. This incorporates

potential cash outflows during a market or our idiosyncratic

liquidity stress event, including, but not limited to, the following:

•Repayment of all unsecured debt maturing within one year and

no incremental unsecured debt issuance;

•Maturity rolloff of outstanding letters of credit with no further

issuance and replacement with cash collateral;

•Higher margin requirements than currently exist on assets on

securities financing activity, including repurchase agreements

and other secured funding including central counterparty

clearinghouses;

•Liquidity outflows related to possible credit downgrade;

•Lower availability of secured funding;

•Client cash withdrawals;

•The anticipated funding of outstanding investment and loan

commitments; and

•Certain accrued expenses and other liabilities and fixed costs.

Cash Capital Policy. We maintain a cash capital model that

measures long-term funding sources against requirements.

Sources of cash capital include our equity, mezzanine equity and

the noncurrent portion of long-term borrowings. Uses of cash

capital include the following:

•Illiquid assets such as equipment, goodwill, net intangible

assets, exchange memberships, deferred tax assets and

certain investments;

•A portion of securities inventory and other assets not expected

to be financed on a secured basis in a credit stressed

environment (i.e., margin requirements); and

•Drawdowns of unfunded commitments.

To ensure that we do not need to liquidate inventory in the event

of a funding stress, we seek to maintain surplus cash capital. Our

total long-term capital of $21.76 billion at May 31, 2025 exceeded

our cash capital requirements.

MLO. Our businesses are diverse, and our liquidity needs are

determined by many factors, including market movements,

collateral requirements and client commitments, all of which can

change dramatically in a difficult funding environment. During a

liquidity stress, credit-sensitive funding, including unsecured debt

and some types of secured financing agreements, may be

unavailable, and the terms (e.g., interest rates, collateral

provisions and tenor) or availability of other types of secured

financing may change. As a result of our policy to ensure we have

sufficient funds to cover what we estimate may be needed in a

liquidity stress, we hold more cash and unencumbered securities

and have greater long-term debt balances than our businesses

would otherwise require. As part of this estimation process, we

calculate an MLO that could be experienced in a liquidity stress.

MLO is based on a scenario that includes both a market-wide

stress and firm-specific stress, characterized by some or all of

the following elements:

•Global recession, default by a medium-sized sovereign, low

consumer and corporate confidence, and general financial

instability.

•Severely challenged market environment with material declines

in equity markets and widening of credit spreads.

•Damaging follow-on impacts to financial institutions leading to

the failure of a large bank.

•A firm-specific crisis potentially triggered by material losses,

reputational damage, litigation, executive departure, and/or a

ratings downgrade.

56	Jefferies Financial Group Inc.

The following are the critical modeling parameters of the MLO:

•Liquidity needs over a 30-day scenario.

•A two-notch downgrade of our long-term senior unsecured

credit ratings.

•No support from government funding facilities.

•A combination of contractual outflows, such as upcoming

maturities of unsecured debt, and contingent outflows (e.g.,

actions though not contractually required, we may deem

necessary in a crisis). We assume that most contingent

outflows will occur within the initial days and weeks of a

stress.

•No diversification benefit across liquidity risks. We assume

that liquidity risks are additive.

The calculation of our MLO under the above stresses and

modeling parameters considers the following potential

contractual and contingent cash and collateral outflows:

•All upcoming maturities of unsecured long-term debt,

promissory notes and other unsecured funding products

assuming we will be unable to issue new unsecured debt or

rollover any maturing debt.

•Repurchases of our outstanding long-term debt in the ordinary

course of business as a market maker.

•A portion of upcoming contractual maturities of secured

funding activity due to either the inability to refinance or the

ability to refinance only at wider haircuts (i.e., on terms which

require us to post additional collateral). Our assumptions

reflect, among other factors, the quality of the underlying

collateral and counterparty concentration.

•Collateral postings to counterparties due to adverse changes in

the value of our over-the-counter (“OTC”) derivatives and other

outflows due to trade terminations, collateral substitutions,

collateral disputes, collateral calls or termination payments

required by a two-notch downgrade in our credit ratings.

•Variation margin postings required due to adverse changes in

the value of our outstanding exchange-traded derivatives and

any increase in initial margin and guarantee fund requirements

by derivative clearing houses.

•Liquidity outflows associated with our prime services business,

including withdrawals of customer credit balances, and a

reduction in customer short positions.

•Liquidity outflows to clearing banks to ensure timely

settlements of cash and securities transactions.

•Draws on our unfunded commitments considering, among

other things, the type of commitment and counterparty.

•Other upcoming large cash outflows, such as employee

compensation, tax and dividend payments, with no expectation

of future dividends from any subsidiaries.

Based on the sources and uses of liquidity calculated under the

MLO scenarios, we determine, based on a calculated surplus or

deficit, additional long-term funding that may be needed versus

funding through the repurchase financing market and consider

any adjustments that may be necessary to our inventory balances

and cash holdings. At May 31, 2025, we had sufficient excess

liquidity to meet all contingent cash outflows detailed in the MLO

for at least 30 days without balance sheet reduction. We regularly

refine our model to reflect changes in market or economic

conditions and our business mix.

CFP. Our CFP ensures the ability to access adequate liquid

financial resources to meet liquidity shortfalls that may arise in

emergency situations. The CFP triggers the following actions:

•Sets out the governance for managing liquidity during a

liquidity crisis;

•Identifies key liquidity and capital early warning indicators that

will help guide the response to the liquidity crisis;

•Identifies the actions and escalation procedures should we

experience a liquidity crisis including coordination amongst

senior management and the Board of Directors;

•Sets out the sources of funding available during a liquidity

crisis;

•Sets out the communication plan during a liquidity crisis for

key external stakeholders including regulators, relationship

banks, rating agencies and funding counterparties; and

•Sets out an action plan to source additional funding.

Sources of Liquidity

Financial instruments that are cash and cash equivalents or are

deemed by management to be generally readily convertible into

cash, marginable or accessible for liquidity purposes within a

relatively short period of time:

$ in thousands	May 31,<br><br>2025	Average<br><br>Balance<br><br>Quarter Ended<br><br>May 31, 2025<br><br>(1)	November 30,<br><br>2024
Cash and cash equivalents:
Cash in banks .............................................	$3,975,192	$4,831,344	$3,925,535
Money market investments (2) ...............	7,285,211	4,333,430	8,227,879
Total cash and cash equivalents ............	11,260,403	9,164,774	12,153,414
Other sources of liquidity:
Debt securities owned and securities<br><br>purchased under agreements to<br><br>resell (3) ................................................	1,731,916	1,693,106	1,287,564
Other (4) ......................................................	674,513	818,009	573,042
Total other sources ...................................	2,406,429	2,511,115	1,860,606
Total cash and cash equivalents and<br><br>other liquidity sources .......................	$13,666,832	$11,675,889	$14,014,020
Total cash and cash equivalents and<br><br>other liquidity sources as % of Total<br><br>assets ....................................................	20.3%		21.8%
Total cash and cash equivalents and<br><br>other liquidity sources as % of Total<br><br>assets less goodwill and intangible<br><br>assets ....................................................	21.0%		22.5%

(1)Average balances are calculated based on weekly balances.

(2)At May 31, 2025 and November 30, 2024, $6.76 billion and $8.21 billion,

respectively, was invested in U.S. government money funds that invest

primarily in cash, securities issued by the U.S. government and U.S.

government-sponsored entities, and repurchase agreements that are fully

collateralized by cash or government securities. The remaining balances at

May 31, 2025 and November 30, 2024 are primarily invested in AAA-rated

prime money funds. The average balance of U.S. government money funds for

the quarter ended May 31, 2025 was $4.32 billion.

(3)Consists of high-quality sovereign government securities and reverse

repurchase agreements collateralized by U.S. government securities and other

high quality sovereign government securities; deposits with a central bank

within the European Economic Area, United Kingdom, Canada, Australia,

Japan, Switzerland or the U.S.; and securities issued by a designated

multilateral development bank and reverse repurchase agreements with

underlying collateral composed of these securities.

(4)Other includes unencumbered inventory representing an estimate of the

amount of additional secured financing that could be reasonably expected to

be obtained from our Financial instruments owned that are currently not

pledged after considering reasonable financing haircuts.

May 2025 Form 10-Q	57

In addition to the cash balances and liquidity pool presented

above, the majority of financial instruments (both long and short)

in our trading accounts are actively traded and readily

marketable. At May 31, 2025, we had the ability to readily obtain

repurchase financing for 72.0% of our inventory at haircuts of

10% or less, which reflects the liquidity of our inventory. In

addition, as a matter of our policy, all of these assets have

internal capital assessed, which is in addition to the funding

haircuts provided in the securities finance markets. Additionally,

certain of our Financial instruments owned primarily consisting

of loans and investments are predominantly funded by long term

capital. Under our cash capital policy, we model capital allocation

levels that are more stringent than the haircuts used in the

market for secured funding; and we maintain surplus capital at

these more stringent levels. We continually assess the liquidity of

our inventory based on the level at which we could obtain

financing in the marketplace for a given asset. Assets are

considered to be liquid if financing can be obtained in the

repurchase market or the securities lending market at collateral

haircut levels of 10% or less.

Financial instruments by asset class that we consider to be of a

liquid nature and the amount of such assets that have not been

pledged as collateral:

	May 31, 2025		November 30, 2024
$ in thousands	Liquid Financial<br><br>Instruments	Unencumbered<br><br>Liquid Financial<br><br>Instruments (2)	Liquid Financial<br><br>Instruments	Unencumbered<br><br>Liquid Financial<br><br>Instruments (2)
Corporate equity<br><br>securities .............	$4,845,526	$762,486	$5,280,920	$781,490
Corporate debt<br><br>securities .............	5,637,737	152,724	5,179,229	339,500
U.S. government,<br><br>agency and<br><br>municipal<br><br>securities .............	3,858,523	127,302	4,061,773	75,911
Other sovereign<br><br>obligations ..........	1,346,683	1,424,865	1,361,762	1,044,630
Agency mortgage-<br><br>backed<br><br>securities (1) .......	2,505,238	—	2,695,282	—
Loans and other<br><br>receivables ..........	229,416	—	978	—
Total ...........................	$18,423,123	$2,467,377	$18,579,944	$2,241,531

(1)Consists solely of agency mortgage-backed securities issued by the Federal

Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National

Mortgage Association (“Fannie Mae”) and the Government National Mortgage

Association (“Ginnie Mae”).

(2)Unencumbered liquid balances represent assets that can be sold or used as

collateral for a loan but have not been.

In addition to being able to be readily financed at reasonable

haircut levels, we estimate that each of the individual securities

within each asset class above could be sold into the market and

converted into cash within three business days under normal

market conditions, assuming that the entire portfolio of a given

asset class was not simultaneously liquidated. There are no

restrictions on the unencumbered liquid securities, nor have they

been pledged as collateral.

Sources of Funding and Capital Resources

Our assets are funded by equity capital, senior debt, securities

loaned, securities sold under agreements to repurchase,

customer free credit balances, bank loans and other payables.

Secured Financing

We rely principally on readily available secured funding to finance

our inventory of financial instruments owned and financial

instruments sold. Our ability to support increases in total assets

is largely a function of our ability to obtain short- and

intermediate-term secured funding, primarily through securities

financing transactions. We finance a portion of our long inventory

and cover some of our short inventory by pledging and borrowing

securities in the form of repurchase or reverse repurchase

agreements (collectively “repos”), respectively. During the six

months ended May 31, 2025, an average of approximately 53.9%

of our cash and noncash repurchase financing activities used

collateral that was considered eligible collateral by central

clearing corporations. Central clearing corporations are situated

between participating members who borrow cash and lend

securities (or vice versa); accordingly, repo participants contract

with the central clearing corporation and not one another

individually. Therefore, counterparty credit risk is borne by the

central clearing corporation which mitigates the risk through

initial margin demands and variation margin calls from repo

participants. The comparatively large proportion of our total repo

activity that is eligible for central clearing reflects the high quality

and liquid composition of the inventory we carry in our trading

books. For those asset classes not eligible for central clearing

house financing, we seek to execute our bi-lateral financings on

an extended term basis and the tenor of our repurchase and

reverse repurchase agreements generally exceeds the expected

holding period of the assets we are financing. The weighted

average maturity of cash and noncash repurchase agreements

for non-clearing corporation eligible funded inventory is

approximately six months at May 31, 2025.

Our ability to finance our inventory via central clearinghouses and

bi-lateral arrangements is augmented by our ability to draw bank

loans on an uncommitted basis under our various banking

arrangements. At May 31, 2025, short-term borrowings, which

must be repaid within one year or less include bank loans,

overdrafts and borrowings under revolving credit facilities.

Letters of credit are used in the normal course of business

mostly to satisfy various collateral requirements in favor of

exchanges in lieu of depositing cash or securities. Average daily

short-term borrowings outstanding were $1.33 billion and

$1.04 billion for the three and six months ended May 31, 2025,

respectively.

At May 31, 2025 and November 30, 2024, our borrowings under

bank loans in Short-term borrowings were $610.1 million and

$414.5 million, respectively. Our borrowings include credit

facilities that contain certain covenants that, among other things,

require us to maintain a specified level of tangible net worth,

require a minimum regulatory net capital requirement for our U.S.

broker-dealer, Jefferies LLC, and impose certain restrictions on

the future indebtedness of certain of our subsidiaries that are

borrowers. Interest is based on rates at spreads over the federal

funds rate or other adjusted rates, as defined in the various credit

agreements, or at a rate as agreed between the bank and us in

reference to the bank’s cost of funding. At May 31, 2025, we were

in compliance with all covenants under these credit facilities.

In addition to the above financing arrangements, we issue notes

backed by eligible collateral under master repurchase

agreements, which provides an additional financing source for

our inventory (our “repurchase agreement financing program”).

The notes issued under the program are presented within Other

secured financings. At May 31, 2025, the outstanding notes

totaled $2.61 billion, bear interest at a spread over the Secured

Overnight Funding Rate (“SOFR”) or the Euro Short-Term Rate

(“ESTER”) and mature from June 2025 to October 2028.

Total Long-Term Capital

At May 31, 2025 and November 30, 2024, we had total long-term

capital of $21.76 billion and $21.66 billion, respectively, resulting

in a long-term debt to equity capital ratio of 1.10:1 and 1.12:1,

respectively.

58	Jefferies Financial Group Inc.
$ in thousands	May 31,<br><br>2025	November 30,<br><br>2024
---	---	---
Unsecured Long-Term Debt (1) ..................................	$11,373,498	$11,430,610
Total Mezzanine Equity ...............................................	406	406
Total Equity ...................................................................	10,382,174	10,224,987
Total Long-Term Capital ............................................	$21,756,078	$21,656,003

(1)The amounts at May 31, 2025 and November 30, 2024 exclude our secured

long-term debt. The amount at November 30, 2024 excludes $8.5 million of

our 5.500% Callable Note as the note matured on February 22, 2025,

$5.4 million of our 6.000% Callable Note as the note matures on June 16,

2025,

$6.2 million of our 4.500% Callable Note as the note matures on July 22,

2025, and $500.0 million of our 5.100% Callable Note as the note matures on

September 15, 2025. The amount at May 31, 2025 excludes $6.2 million,

$449.5 million, and 850.3 million of our Callable Notes as the notes mature on

July 22, 2025, March 16, 2026, and April 16, 2026, respectively, and

$350 million of our SMBC Revolver as the revolver matures on November 17,

2025. The amounts at May 31, 2025 and November 30, 2024 also exclude

$162.8 million and $157.6 million, respectively, of structured notes as the

notes mature within one year.

Long-Term Debt

During the six months ended May 31, 2025, long-term debt

increased by $1.82 billion to $15.35 billion at May 31, 2025, as

presented in our Consolidated Statements of Financial Condition.

This increase is primarily due to proceeds of $350.0 million from

the drawdown of an unsecured credit facility, $874.5 million from

the issuances of unsecured senior notes, $438.1 million from net

issuances of structured notes, $690.0 million from increased

subsidiaries’ borrowings, and $237.2 million from currency

losses on foreign currency borrowings. These increases were

partially offset by repayments of $666.9 million on our unsecured

senior notes and $116.9 million of valuation gains on our

structured notes.

At May 31, 2025, our unsecured long-term debt has a weighted

average maturity of approximately

7.3

years.

At May 31, 2025 and November 30, 2024, our borrowings under

several credit facilities classified within Long-term debt in our

Consolidated Statements of Financial Condition amounted to

$1.20 billion and $775.3 million, respectively. Interest on these

credit facilities is based on an adjusted SOFR plus a spread or

other adjusted rates, as defined in the various credit agreements.

The credit facility agreements contain certain covenants that,

among other things, require us to maintain specified levels of

tangible net worth and liquidity amounts, certain credit and rating

levels and impose certain restrictions on future indebtedness of

and require specified levels of regulated capital and cash

reserves for certain of our subsidiaries. At May 31, 2025, we were

in compliance with all covenants under theses credit facilities.

Long-term debt ratings:

	Rating	Outlook
Moody’s Investors Service .........................................	Baa2	Stable
Standard & Poor’s ........................................................	BBB	Stable
Fitch Ratings .................................................................	BBB+	Stable			Jefferies LLC		Jefferies<br><br>International<br><br>Limited		Jefferies GmbH
---	---	---	---	---	---	---
	Rating	Outlook	Rating	Outlook	Rating	Outlook
Moody’s<br><br>Investors<br><br>Service ..........	Baa1	Stable	Baa1	Stable	Baa1	Stable
Standard &<br><br>Poor’s ............	BBB+	Stable	BBB+	Stable	BBB+	Stable

Access to external financing to finance our day-to-day operations,

as well as the cost of that financing, is dependent upon various

factors, including our debt ratings. Our current debt ratings are

dependent upon many factors, including industry dynamics,

operating and economic environment, operating results,

operating margins, earnings trend and volatility, balance sheet

composition, liquidity and liquidity management, our capital

structure, our overall risk management, business diversification

and our market share and competitive position in the markets in

which we operate. Deterioration in any of these factors could

impact our credit ratings. While certain aspects of a credit rating

downgrade are quantifiable pursuant to contractual provisions,

the impact on our business and trading results in future periods

is inherently uncertain and depends on a number of factors,

including the magnitude of the downgrade, the behavior of

individual clients and future mitigating action taken by us.

In connection with certain over-the-counter derivative contract

arrangements and certain other trading arrangements, we may be

required to provide additional collateral to counterparties,

exchanges and clearing organizations in the event of a credit

rating downgrade. At May 31, 2025, the amount of additional

collateral that could be called by counterparties, exchanges and

clearing organizations under the terms of such agreements in the

event of a downgrade of our long-term credit rating below

investment grade was $208.9 million. For certain foreign clearing

organizations, credit rating is only one of several factors

employed in determining collateral that could be called. The

above represents management’s best estimate for additional

collateral to be called in the event of a credit rating downgrade.

The impact of additional collateral requirements is considered in

our CFP and calculation of MLO, as described above.

Equity Capital

Common Stock

At May 31, 2025 and November 30, 2024, we had 565,000,000

authorized shares of voting common stock with a par value of

$1.00 per share and had 206,271,769 and 205,504,272 common

shares outstanding, respectively. At May 31, 2025, we had

14,099,321 share-based awards that do not require the holder to

pay any exercise price and 5,064,740 stock options that require

the holder to pay a weighted average exercise price of $22.69 per

share.

The Board of Directors has authorized the repurchase of

common stock up to $250.0 million under a share repurchase

program. We did not purchase any shares under our share

repurchase program during the six months ended May 31, 2025.

Treasury stock repurchases during the six months ended May 31,

2025 represent repurchases of common stock for net-share tax

withholding under our equity compensation plan.

Dividends

Six Months Ended May 31, 2025
Declaration Date	Record Date	Payment Date	Per Common<br><br>Share Amount
January 8, 2025	February 14, 2025	February 27, 2025	$0.40
March 26, 2025	May 19, 2025	May 29, 2025	$0.40

On January 8, 2025, the Board of Directors increased our

quarterly dividend from $0.35 to $0.40 per common share. On

June 25, 2025, the Board of Directors declared a dividend of

$0.40 per common share to be paid on August 29, 2025 to

common shareholders of record at August 18, 2025

May 2025 Form 10-Q	59

The payment of dividends is subject to the discretion of our

Board of Directors and depends upon general business

conditions and other factors that our Board of Directors may

deem to be relevant.

Non-Voting Common Stock

On June 28, 2023, shareholders approved an Amended and

Restated Certificate of Incorporation, which authorized the

issuance of 35,000,000 shares of non-voting common stock with

a par value of $1.00 per share (the “Non-Voting Common

Shares”). The Non-Voting Common Shares are entitled to share

equally, on a per share basis, with the voting common stock, in

dividends and distributions. Upon the effectiveness of the

Amended and Restated Certificate of Corporation on June 30,

2023, the number of authorized shares of common stock

remains at 600,000,000 shares, composed of 565,000,000 shares

of voting common stock and 35,000,000 shares of Non-Voting

Common Shares.

Series B Preferred Stock

On April 27, 2023, we established Series B Non-Voting

Convertible Preferred Shares with a par value of $1.00 per share

(“Series B Preferred Stock”) and designated 70,000 shares as

Series B Preferred Stock. The Series B Preferred Stock has a

liquidation preference of $17,500 per share and rank senior to our

voting common stock upon dissolution, liquidation or winding up

of Jefferies Financial Group Inc. Each share of Series B Preferred

Stock is automatically convertible into 500 shares of non-voting

common stock, subject to certain anti-dilution adjustments, three

years after issuance. The Series B Preferred Stock participates in

cash dividends and distributions alongside our voting common

stock on an as-converted basis.

Additionally, on April 27, 2023, we entered into an Exchange

Agreement with Sumitomo Mitsui Banking Corporation (“SMBC”),

which entitles SMBC to exchange shares of our voting common

stock for shares of the Series B Preferred Stock at a rate of 500

shares of voting common stock for one share of Series B

Preferred Stock. The Exchange Agreement is limited to 55,125

shares of Preferred Stock and SMBC is required to pay $1.50 per

share of voting common stock so exchanged. As of November

30, 2024, SMBC had cumulatively exchanged approximately 27.6

million shares of voting common stock for 55,125 shares of

Series B Preferred Stock. Following this exchange, SMBC

increased its ownership of our common stock on an as-converted

basis and fully-diluted, as-converted basis. As a result, the CEO of

Sumitomo Mitsui Financial Group, Inc. was elected and now

serves on our Board of Directors. On September 19, 2024, SMBC

purchased 9.2 million shares of our common stock. At May 31,

2025, SMBC owns approximately 15.7% of our common stock on

an as-converted basis and 14.5% on a fully-diluted, as-converted

basis. Refer to Note 22, Related Party Transactions for further

information regarding transactions with SMBC.

During the three and six months ended May 31, 2025, we paid

cash dividends of $11.0 million and $22.1 million, respectively,

compared to $6.3 million and $12.6 million for the three and six

months ended May 31, 2024, respectively, to the Series B

Preferred stockholder.

Net Capital

Jefferies LLC is a broker-dealer registered with the SEC and a

member firm of the Financial Industry Regulatory Authority

(“FINRA”) and is subject to the SEC Uniform Net Capital Rule

(“Rule 15c3-1”), which requires the maintenance of minimum net

capital, and has elected to calculate minimum capital

requirements using the alternative method permitted by Rule

15c3-1 in calculating net capital. Jefferies LLC, as a dually-

registered U.S. broker-dealer and futures commission merchant

(“FCM”), is also subject to Regulation 1.17 of the Commodity

Futures Trading Commission (“CFTC”) under the Commodity

Exchange Act (“CEA”), which sets forth minimum financial

requirements. The minimum net capital requirement in

determining excess net capital for a dually registered U.S. broker-

dealer and FCM is equal to the greater of the requirement under

SEA Rule 15c3-1 or CFTC Regulation 1.17. Accordingly, FINRA is

the designated examining authority for Jefferies LLC and the

National Futures Association (“NFA”) is the designated self-

regulatory organization (“DSRO”) for Jefferies LLC as an FCM

Jefferies Financial Services, Inc. (“JFSI”) is registered with the

SEC as a Security-Based Swap Dealer (“SBS Dealer”) and an OTC

Derivatives Dealer (“OTCDD”) subject to the SEC’s SBS dealer

regulatory rules and the SEC’s net capital requirements pursuant

to Rule 18a-1. JFSI is also registered as a swap dealer with the

CFTC and is subject to the CFTC’s regulatory capital

requirements pursuant to the minimum financial requirements for

swap dealers under CFTC Regulation 23.101. Additionally, as a

registered member firm, JFSI is subject to the net capital

requirements of the NFA. Accordingly, the SEC is the designated

examining authority for JFSI in its capacity as an SBS Dealer and

OTCDD, while the NFA is the DSRO for JFSI, as a CFTC registered

swap dealer.

Certain non-U.S. subsidiaries are subject to capital adequacy

requirements as prescribed by the regulatory authorities in their

respective jurisdictions. This includes Jefferies International

Limited which is subject to the regulatory supervision and

requirements of the Financial Conduct Authority (“FCA”) in the

U.K. Jefferies International Limited’s’ own funds requirement

represents the highest of the permanent minimum capital

requirement, fixed overheads requirement and k-factor

requirements set out in the Investment Firms Prudential Regime

(“IFPR”) under the FCA’s MIFIDPRU sourcebook.

At May 31, 2025, Jefferies LLC’s and JFSI’s net capital and

excess net capital were as follows (in thousands):

$ in thousands	Net<br><br>Capital	Excess Net<br><br>Capital
Jefferies LLC .................................................................	$1,648,720	$1,510,016
JFSI - SEC ......................................................................	345,239	325,239
JFSI - CFTC ...................................................................	345,239	317,560

In addition, the equivalent capital requirements for Jefferies

International Limited, on a consolidated basis, is a total capital of

$1.94 billion and an excess capital of $1.11 billion at May 31,

2025.

At May 31, 2025, Jefferies LLC, JFSI and JIL are in compliance

with their applicable requirements.

The regulatory capital requirements referred to above may

restrict our ability to withdraw capital from our regulated

subsidiaries.

Customer Protection and Segregation Requirement

As a registered broker dealer that clears and carries customer

accounts, Jefferies LLC is subject to the customer protection

provisions under SEC Rule 15c3-3 and is required to compute a

reserve formula requirement for customer accounts and deposit

cash or qualified securities into a special reserve bank account

for the exclusive benefit of customers. At May 31, 2025, Jefferies

LLC had $164.3 million in cash and qualified U.S. Government

securities on deposit in special reserve bank accounts for the

exclusive benefit of customers.

60	Jefferies Financial Group Inc.

As a registered broker dealer that clears and carries proprietary

accounts of brokers or dealers (commonly referred to as “PAB”),

Jefferies LLC is also required to compute a reserve requirement

for PABs pursuant to SEC Rule 15c3-3. At May 31, 2025, Jefferies

LLC had $317.1 million in cash and qualified U.S. Government

securities in special reserve bank accounts for the exclusive

benefit of PABs.

Other Developments

In February 2022, Russia invaded Ukraine. Following Russia’s

invasion, the U.S., the U.K., and the European Union governments,

among others, developed coordinated financial and economic

sanctions targeting Russia that, in various ways, constrain

transactions with numerous Russian entities, including major

Russian banks and individuals; transactions in Russian sovereign

debt; and investment, trade and financing to, from, or in Ukraine.

We do not have any operations in Russia or any clients with

significant Russian operations and we have minimal market risk

related to securities of companies either domiciled or operating

in Russia. We continue to closely monitor the status of global

sanctions and restrictions, trading conditions related to Russian

securities and the credit risk and nature of our counterparties.

In October 2023, Hamas attacked Israel, leading to a multifront

military conflict in the Middle East that has most recently

involved actions by Iran, Israel and the United States. Our

investments and assets in our growing Israeli business, as well

as the global macroeconomic climate, could be negatively

affected by consequences from this geopolitical and military

conflict in the region. We continue to closely monitor the status

of global sanctions, restrictions and other impacts arising from

the conflict.

In the second quarter of 2025, the United States introduced

actions to increase import tariffs at various rates, including on

certain products imported from almost all countries. Other

countries have responded with retaliatory actions or plans for

retaliatory actions. Some of these tariff announcements have

since been followed by announcements of limited exemptions

and temporary pauses. These actions have led to heightened

market volatility and increased economic uncertainty, and could

negatively impact global supply chains and trade flow. The

potential impact of tariffs on corporate earnings remains

uncertain, and will depend on the duration and outcome of

ongoing related trade negotiations. We continue to closely

monitor the impact on our business.

Off-Balance Sheet Arrangements

We have contractual commitments arising in the ordinary course

of business for securities loaned or purchased under agreements

to resell, repurchase agreements, future purchases and sales of

foreign currencies, securities transactions on a when-issued

basis, purchases and sales of corporate loans in the secondary

market and underwriting. Each of these financial instruments and

activities contains varying degrees of off-balance sheet risk

whereby the fair values of the securities underlying the financial

instruments may be in excess of, or less than, the contract

amount. The settlement of these transactions is not expected to

have a material effect upon our consolidated financial

statements.

In the normal course of business, we engage in other off balance-

sheet arrangements, including derivative contracts. Neither

derivatives’ notional amounts nor underlying instrument values

are reflected as assets or liabilities in our Consolidated

Statements of Financial Condition. Rather, the fair values of

derivative contracts are reported in our Consolidated Statements

of Financial Condition as Financial instruments owned or

Financial instruments sold, not yet purchased as applicable.

Derivative contracts are reflected net of cash paid or received

pursuant to credit support agreements and are reported on a net

by counterparty basis when a legal right of offset exists under an

enforceable master netting agreement. For additional information

about our accounting policies and our derivative activities, refer

to Note 2, Summary of Significant Accounting Policies, in our

consolidated financial statements included in Part II, Item 8 of

our Annual Report on Form 10-K for the year ended November 30,

2024 and Note 6, Fair Value Disclosures and Note 7, Derivative

Financial Instruments in our consolidated financial statements

included in this Quarterly Report on Form 10-Q.

May 2025 Form 10-Q	61

Risk Management

Overview

Risk is an inherent part of our business and activities. The extent

to which we properly and effectively identify, assess, monitor and

manage each of the various types of risk involved in our activities

is critical to our financial soundness, viability and profitability.

Accordingly, we have a comprehensive risk management

approach, with a formal governance structure and policies and

procedures outlining frameworks and processes to identify,

assess, monitor and manage risk. Principal risks involved in our

business activities include market, credit, liquidity and capital,

operational, model and strategic risk. Legal and compliance, new

business and reputational risk are also included within our

principal risks.

Risk management is a multifaceted process that requires

communication, judgment and knowledge of financial products

and markets. Our risk management process encompasses the

active involvement of executive and senior management, and

also many departments independent of the revenue-producing

business units, including Risk Management, Operations,

Information Technology, Compliance, Legal and Finance. Our risk

management policies, procedures and methodologies are flexible

in nature and are subject to ongoing review and modification.

In achieving our strategic business objectives, our risk appetite

incorporates keeping our clients’ interests as top priority and

ensuring we are in compliance with applicable laws, rules and

regulations, as well as adhering to the highest ethical standards.

We undertake prudent risk-taking that protects the capital base

and franchise, utilizing risk limits and tolerances that avoid

outsized risk-taking. We maintain a diversified business mix and

avoid significant concentrations to any sector, product,

geography or activity and set quantitative concentration limits to

manage this risk. We consider contagion, second order effects

and correlation in our risk assessment process and actively seek

out value opportunities of all sizes. We manage the risk of

opportunities larger than our approved risk levels through risk

sharing and risk distribution, sell-down and hedging as

appropriate. We have a limited appetite for illiquid assets and

complex derivative financial instruments. We maintain the asset

quality of our balance sheet through conducting trading activity in

liquid markets and generally ensure high turnover of our

inventory. We subject less liquid positions and derivative financial

instruments to particular scrutiny and use a wide variety of

specific metrics, limits and constraints to manage these risks.

We protect our reputation and franchise, as well as our standing

within the market. We operate a federated approach to risk

management and assign risk oversight responsibilities to a

number of functions with specific areas of focus.

For discussion of liquidity and capital risk management, refer to

the “Liquidity, Financial Condition and Capital Resources” section

herein.

Governance and Risk Management Structure

For a discussion of our governance and risk management

structure and our risk management framework, see

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations—Risk Management” in Part II, Item 7 of

our Annual Report on Form 10-K for the year ended November 30,

2024.

Risk Considerations

We apply a comprehensive framework of limits on a variety of

key metrics to constrain the risk profile of our business activities.

The size of the limits reflects our risk appetite for a certain

activity under normal business conditions. Key metrics included

in our risk management framework include inventory position

and exposure limits on a gross and net basis, scenario analysis

and stress tests, Value-at-Risk (“VaR”), sensitivities, exposure

concentrations, aged inventory, Level 3 assets, counterparty

exposure, leverage and cash capital.

Market Risk

Market risk is defined as the risk of loss due to fluctuations in the

market value of financial assets and liabilities attributable to

changes in market variables.

Our market risk principally arises from interest rate risk, from

exposure to changes in the yield curve, the volatility of interest

rates, and credit spreads, and from equity price risks from

exposure to changes in prices and volatilities of individual

equities, equity baskets and equity indices. In addition,

commodity price risk results from exposure to the changes in

prices and volatilities of individual commodities, commodity

baskets and commodity indices, and foreign exchange risk

results from changes in foreign currency rates.

Market risk is present in our capital markets business through

market making, proprietary trading, underwriting and investing

activities and is present in our asset management business

through investments in separately managed accounts and direct

investments in funds. Given our involvement in a broad set of

financial products and markets, market risk exposures are

diversified and economic hedges are established as appropriate.

Market risk is monitored and managed through a set of key risk

metrics such as VaR, stress scenarios, risk sensitivities and

position exposures. Limits are set on the key risk metrics to

monitor and control the risk exposure ensuring that it is in line

with our risk appetite. Our risk appetite, including the market risk

limits, is periodically reviewed to reflect business strategy and

market environment. Material risk changes, top/emerging risks

and limit utilizations/breaches are highlighted through risk

reporting and escalated as necessary.

Trading is principally managed through front office trader

mandates, where each trader is provided a specific mandate in

line with our product registry. Mandates set out the activities,

currencies, countries and products that a desk is permitted to

trade in and set the limits applicable to a desk. Traders are

responsible for knowing their trading limits and trading in a

manner consistent with their mandate.

VaR

VaR is a statistical estimate of the potential loss from adverse

market movements over a specified time horizon within a

specified probability (confidence level). It provides a common

risk measure across financial instruments, markets and asset

classes. We estimate VaR using a model that simulates revenue

and loss distributions by applying historical market changes to

the current portfolio. We calculate a one-day VaR using a one-

year look-back period measured at a 95% confidence level.

62	Jefferies Financial Group Inc.
	Daily Firmwide VaR
---	---	---	---
in millions	Daily VaR for the Three Months<br><br>Ended May 31, 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .....................................	$6.47	$9.31	$3.36
Equity Prices ................................	9.71	13.93	7.14
Currency Rates ............................	2.01	2.61	1.42
Commodity Prices ......................	0.35	0.71	0.17
Diversification Effect (1) ............	(6.65)	N/A	N/A
Firmwide VaR (2) ........................	$11.89	$15.39	$8.96

All values are in US Dollars.

	Daily Firmwide VaR
in millions	Daily VaR for the Three Months<br><br>Ended February 28, 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads ..................................	$5.43	$8.70	$2.50
Equity Prices ............................	10.37	12.14	7.67
Currency Rates ........................	1.00	1.72	0.54
Commodity Prices ...................	0.29	0.62	0.12
Diversification Effect (1) ........	(3.96)	N/A	N/A
Firmwide VaR (2) ....................	$13.13	$16.03	$8.79

All values are in US Dollars.

(1)The diversification effect is not applicable for the maximum and minimum

VaR values as the firmwide VaR and the VaR values for the four risk categories

might have occurred on different days during the period.

(2)The aggregated VaR presented here is less than the sum of the individual

components (i.e., interest rate risk, foreign exchange rate risk, equity risk and

commodity price risk) due to the benefit of diversification among the four risk

categories. Diversification benefit equals the difference between aggregated

VaR and the sum of VaRs for the four risk categories and arises because the

market risk categories are not perfectly correlated.

VaR for our capital markets trading activities, which excludes the

impact on VaR for each component of market risk from our asset

management activities, by interest rate and credit spreads, equity,

currency and commodity products:

	Daily Capital Markets VaR
in millions	Daily VaR for the Three Months<br><br>Ended May 31, 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .....................................	$6.19	$9.10	$1.05
Equity Prices ................................	3.99	5.81	2.85
Currency Rates ............................	1.16	1.50	0.64
Commodity Prices ......................	0.08	0.25	—
Diversification Effect (1) ............	(3.10)	N/A	N/A
Capital Markets VaR (2) ............	$8.32	$13.08	$6.13

All values are in US Dollars.

	Daily Capital Markets VaR
in millions	Daily VaR for the Three Months<br><br>Ended February 28, 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads ..................................	$5.19	$8.50	$2.39
Equity Prices ............................	4.67	6.95	3.41
Currency Rates ........................	0.72	1.08	0.51
Diversification Effect (1) ........	(1.76)	N/A	N/A
Capital Markets VaR (2) .........	$8.82	$14.01	$5.76

All values are in US Dollars.

(1)The diversification effect is not applicable for the maximum and minimum

VaR values as the capital markets VaR and the VaR values for the four risk

categories might have occurred on different days during the period.

(2)The aggregated VaR presented here is less than the sum of the individual

components (i.e., interest rate risk, foreign exchange rate risk, equity risk and

commodity price risk) due to the benefit of diversification among the four risk

categories. Diversification benefit equals the difference between aggregated

VaR and the sum of VaRs for the four risk categories and arises because the

market risk categories are not perfectly correlated.

May 2025 Form 10-Q	63

Our average daily firmwide VaR decreased to $11.89 million for the three months ended May 31, 2025 from $13.13 million for the three

months ended February 28, 2025, primarily driven by a higher diversification effect, partially offset by increases in exposure to

movements in interest rates, credit spreads and currency rates. The average daily capital markets VaR decreased to $8.32 million for

the three months ended May 31, 2025, from $8.82 million for the three months ended February 28, 2025, primarily driven by a higher

diversification effect, partially offset by increases in exposure to movements in interest rates, credit spreads and currency rates.

The efficacy of the VaR model is tested by comparing our actual daily net revenues for those positions included in the calculation of

VaR with the daily VaR estimate. This evaluation is performed at various levels, from the overall level down to specific business lines.

For the VaR model, revenue is defined as principal transactions revenues, trading related commissions, revenue from securitization

activities and net interest income. VaR backtesting methodologies differ for regulated entities with approved capital models.

For a 95% confidence one day VaR model (i.e., no intra-day trading), assuming current changes in market value are consistent with the

historical changes used in the calculation, losses would not be expected to exceed the VaR estimates more than twelve times on an

annual basis (i.e., once in every 20 days). During the three months ended May 31, 2025, there were two days when the aggregate net

trading loss exceeded the 95% one day VaR.

The chart below presents our daily firmwide and capital markets VaR over the last four quarters. The fluctuations in VaR during the first

and second quarters of 2025 were primarily driven by volatility in the equity markets.

Daily Net Trading Revenue

There were 13 days with firmwide trading losses out of a total of 63 trading days during the three months ended May 31, 2025. The

histogram below presents the distribution of our actual daily net trading revenue for substantially all of our trading activities:

64	Jefferies Financial Group Inc.

Other Risk Measures

The VaR model does not include certain positions that are best measured and monitored using sensitivity analysis. Risk Management

has additional procedures in place to assure that the level of potential loss driven by those positions not in the VaR model arising from

market movements are within acceptable levels. Such procedures include performing stress tests and profit and loss analysis. The

table below presents the potential reduction in earnings associated with a 10% stress of the fair value of the positions that are not

included in the VaR model at May 31, 2025:

$ in thousands	10% Sensitivity
Investment in funds (1) ............................................................................................................................................................................................	$197,122
Private investments ..................................................................................................................................................................................................	61,997
Corporate debt securities in default .......................................................................................................................................................................	16,434
Trade claims ..............................................................................................................................................................................................................	2,312

(1)Includes investments in hedge funds, fund of funds and private equity funds classified within Level 3 of the fair value hierarchy and excluded from

the fair value hierarchy based on net asset value.

The impact of changes in our own credit spreads on our structured notes for which the fair value option was elected is not included in

VaR. The estimated credit spread risk sensitivity for each one basis point widening in our own credit spreads on financial liabilities for

which the fair value option was elected was an increase in value of approximately $1.6 million at May 31, 2025, which is included in

other comprehensive income.

Other Risk

We are also subject to interest rate risk on our long-term fixed interest rate debt. Generally, the fair market value of debt securities with

a fixed interest rate will increase as interest rates fall, and the fair market value will decrease as interest rates rise. The following table

represents principal cash flows by expected maturity dates and the related weighted-average interest rate on those maturities for our

consolidated long-term debt obligations, inclusive of any related interest rate hedges. For the variable rate borrowings, the weighted-

average interest rates are based on the rates in effect at the reporting date. Our market risk with respect to foreign currency exposure

on our long-term debt is also presented in the table below.

	Expected Maturity Date (Fiscal Years)
$ in thousands	2025	2026	2027	2028	2029	Thereafter	Total	Fair Value
Rate Sensitive Liabilities:
Fixed Interest Rate Borrowings ...............................	$152,667	$539,594	$628,977	$1,292,287	$298,171	$5,810,095	$8,721,791	$8,557,404
Weighted-Average Interest Rate .............................	1.90%	5.20%	5.23%	5.59%	5.64%	5.64%
Variable Interest Rate Borrowings ..........................	$395,944	$596,323	$954,669	$49,385	$210,024	$1,416,503	$3,622,848	$3,464,217
Weighted-Average Interest Rate .............................	5.97%	6.73%	6.85%	6.51%	6.37%	6.22%
Borrowings with Foreign Currency Exposure ........	$53,419	$1,240,496	$54,210	$567,950	$571,965	$1,002,404	$3,490,444	$3,364,701
Weighted-Average Interest Rate .............................	5.20%	5.54%	2.59%	3.37%	6.53%	6.85%

Stress Tests and Scenario Analysis

Stress tests are used to analyze the potential impact of specific

events or extreme market moves on the current portfolio both

firm-wide and within business segments. Stress testing is an

important part of our risk management approach because it

allows us to quantify our exposure to tail risks, highlight potential

loss concentrations, undertake risk/reward analysis, set risk

controls and overall assess and mitigate our risk.

We employ a range of stress scenarios, which comprise both

historical market price and rate changes and hypothetical market

environments, and generally involve simultaneous changes of

many risk factors. Indicative market changes in the scenarios

include, but are not limited to, a large widening of credit spreads,

a substantial decline in equities markets, significant moves in

selected emerging markets, large moves in interest rates and

changes in the shape of the yield curve.

Unlike our VaR, which measures potential losses within a given

confidence interval, stress scenarios do not have an associated

implied probability. Rather, stress testing is used to estimate the

potential loss from market moves that tend to be larger than

those embedded in the VaR calculation. Stress testing

complements VaR to cover for potential limitations of VaR such

as the breakdown in correlations, non-linear risks, tail risk and

extreme events and capturing market moves beyond the

confidence levels assumed in the VaR calculations.

Stress testing is performed and reported at least weekly as part

of our risk management process and on an ad hoc basis in

response to market events or concerns. Current stress tests

provide estimated revenue and loss of the current portfolio

through a range of both historical and hypothetical events. The

stress scenarios are reviewed and assessed at least annually so

that they remain relevant and up to date with market

developments. Additional hypothetical scenarios are also

conducted on a sub-portfolio basis to assess the impact of any

relevant idiosyncratic stress events as needed.

May 2025 Form 10-Q	65

Counterparty Credit Risk

Credit risk is the risk of loss due to adverse changes in a

counterparty’s credit worthiness or its ability or willingness to

meet its financial obligations in accordance with the terms and

conditions of a financial contract.

We are exposed to credit risk as a trading counterparty to other

broker-dealers and customers, as a counterparty to derivative

contracts, as a direct lender and through extending loan

commitments and providing securities-based lending and as a

member of exchanges and clearing organizations. Credit

exposure exists across a wide range of products, including cash

and cash equivalents, loans, securities finance transactions and

over-the-counter derivative contracts. The main sources of credit

risk are:

•Loans and lending arising in connection with our investment

banking and capital markets activities, which reflects our

exposure at risk on a default event with no recovery of loans.

Current exposure represents loans that have been drawn by the

borrower and lending commitments that are outstanding. In

addition, credit exposures on forward settling traded loans are

included within our loans and lending exposures for

consistency with the balance sheet categorization of these

items. Loans and lending also arise in connection with our

portion of a Secured Revolving Credit Facility that is with us

and Massachusetts Mutual Life Insurance Company, to be

funded equally, to support loan underwritings by Jefferies

Finance. For further information on this facility, refer to Note

11, Investments in our consolidated financial statements

included in this Quarterly Report on Form 10-Q. In addition, we

have loans outstanding to certain of our officers and

employees (none of whom are executive officers or directors).

For further information on these employee loans, refer to Note

22, Related Party Transactions in our consolidated financial

statements included in this Quarterly Report on Form 10-Q.

•Securities and margin financing transactions, which reflect our

credit exposure arising from reverse repurchase agreements,

repurchase agreements and securities lending agreements to

the extent the fair value of the underlying collateral differs from

the contractual agreement amount and from margin provided

to customers.

•OTC derivatives, which are reported net by counterparty when a

legal right of setoff exists under an enforceable master netting

agreement. OTC derivative exposure is based on a contract at

fair value, net of cash collateral received or posted under credit

support agreements. In addition, credit exposures on forward

settling trades are included within our derivative credit

exposures.

•Cash and cash equivalents, which includes both interest-

bearing and non-interest-bearing deposits at banks.

Credit is extended to counterparties in a controlled manner and in

order to generate acceptable returns, whether such credit is

granted directly or is incidental to a transaction. All extensions of

credit are monitored and managed as a whole to limit exposure

to loss related to credit risk. Credit risk is managed according to

the Credit Risk Management Policy, which sets out the process

for identifying counterparty credit risk, establishing counterparty

limits, and managing and monitoring credit limits. The policy

includes our approach for:

•Client on-boarding and approving counterparty credit limits;

•Negotiating, approving and monitoring credit terms in legal and

master documentation;

•Determining the analytical standards and risk parameters for

ongoing management and monitoring credit risk books;

•Actively managing daily exposure, exceptions and breaches;

and

•Monitoring daily margin call activity and counterparty

performance.

Counterparty credit exposure limits are granted within our credit

ratings framework, as detailed in the Credit Risk Management

Policy. The Credit Risk Department assesses counterparty credit

risk and sets credit limits at the counterparty master agreement

level. Limits must be approved by appropriate credit officers and

initiated in our credit and trading systems before trading

commences. All credit exposures are reviewed against approved

limits on a daily basis.

Our Secured Revolving Credit Facility, which supports loan

underwritings by Jefferies Finance, is governed under separate

policies other than the Credit Risk Management Policy and is

approved by our Board. The loans outstanding to certain of our

officers and employees are extended pursuant to a review by our

most senior management.

Current counterparty credit exposures at May 31, 2025 and

November 30, 2024 are summarized in the tables below and

provided by credit quality, region and industry. Credit exposures

presented take netting and collateral into consideration by

counterparty and master agreement. Collateral taken into

consideration includes both collateral received as cash as well as

collateral received in the form of securities or other

arrangements. Current exposure is the loss that would be

incurred on a particular set of positions in the event of default by

the counterparty, assuming no recovery. Current exposure equals

the fair value of the positions less collateral. Issuer risk is the

credit risk arising from inventory positions (for example,

corporate debt securities and secondary bank loans). Issuer risk

is included in our country risk exposure within the following

tables.

66	Jefferies Financial Group Inc.
Counterparty Credit Exposure by Credit Rating
---	---	---	---	---	---	---	---	---	---	---	---	---
	Loans and Lending		Securities and Margin<br><br>Finance		OTC Derivatives		Total		Cash and<br><br>Cash Equivalents		Total with Cash and<br><br>Cash Equivalents
	At		At		At		At		At		At
$ in millions	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024
AAA Range	$—	$—	$9.7	$12.0	$—	$—	$9.7	$12.0	$7,285.2	$8,227.9	$7,294.9	$8,239.9
AA Range	85.2	80.0	327.6	190.3	2.6	5.6	415.4	275.9	5.6	63.8	421.0	339.7
A Range	0.9	0.2	1,147.1	1,145.1	365.8	415.0	1,513.8	1,560.3	3,880.6	3,691.8	5,394.4	5,252.1
BBB Range	250.0	253.5	91.6	31.2	3.5	40.0	345.1	324.7	88.5	169.4	433.6	494.1
BB or Lower	30.9	37.2	35.2	31.2	113.2	78.7	179.3	147.1	0.5	0.5	179.8	147.6
Unrated	232.1	322.6	—	—	5.3	5.3	237.4	327.9	—	—	237.4	327.9
Total	$599.1	$693.5	$1,611.2	$1,409.8	$490.4	$544.6	$2,700.7	$2,647.9	$11,260.4	$12,153.4	$13,961.1	$14,801.3
Counterparty Credit Exposure by Region
	Loans and Lending		Securities and Margin<br><br>Finance		OTC Derivatives		Total		Cash and<br><br>Cash Equivalents		Total with Cash and<br><br>Cash Equivalents
	At		At		At		At		At		At
$ in millions	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024
Asia-Pacific/Latin<br><br>America/Other	$15.8	$15.8	$189.7	$130.4	$0.6	$0.2	$206.1	$146.4	$473.2	$520.3	$679.3	$666.7
Europe and the Middle<br><br>East	1.0	0.2	567.0	523.2	62.0	88.7	630.0	612.1	45.4	70.8	675.4	682.9
North America	582.3	677.5	854.5	756.2	427.8	455.7	1,864.6	1,889.4	10,741.8	11,562.3	12,606.4	13,451.7
Total	$599.1	$693.5	$1,611.2	$1,409.8	$490.4	$544.6	$2,700.7	$2,647.9	$11,260.4	$12,153.4	$13,961.1	$14,801.3
Counterparty Credit Exposure by Industry
	Loans and Lending		Securities and Margin<br><br>Finance		OTC Derivatives		Total		Cash and<br><br>Cash Equivalents		Total with Cash and<br><br>Cash Equivalents
	At		At		At		At		At		At
$ in millions	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024	May<br><br>31,<br><br>2025	November<br><br>30,<br><br>2024
Asset Managers	$0.2	$6.4	$—	$0.8	$—	$—	$0.2	$7.2	$7,285.2	$8,227.9	$7,285.4	$8,235.1
Banks, Broker-Dealers	251.1	253.7	968.0	849.0	381.5	466.6	1,600.6	1,569.3	3,975.2	3,925.5	5,575.8	5,494.8
Corporates	146.6	187.1	—	—	106.8	69.5	253.4	256.6	—	—	253.4	256.6
As Agent Banks	—	—	499.3	474.8	—	—	499.3	474.8	—	—	499.3	474.8
Other	201.2	246.3	143.9	85.2	2.1	8.5	347.2	340.0	—	—	347.2	340.0
Total	$599.1	$693.5	$1,611.2	$1,409.8	$490.4	$544.6	$2,700.7	$2,647.9	$11,260.4	$12,153.4	$13,961.1	$14,801.3
May 2025 Form 10-Q	67
---	---

Country Risk Exposure

Country risk is the risk that events or developments that occur in the general environment of a country or countries due to economic,

political, social, regulatory, legal or other factors, will affect the ability of obligors of the country to honor their obligations. We define the

country of risk as the country of jurisdiction or domicile of the obligor and monitor country risk resulting from both trading positions and

counterparty exposure, which may not include the offsetting benefit of any financial instruments utilized to manage market risk. The

following tables reflect our top exposures at May 31, 2025 and November 30, 2024 to the sovereign governments, corporations and

financial institutions in those non- U.S. countries in which we have net long issuer and counterparty exposure:

	May 31, 2025
	Issuer Risk			Counterparty Risk				Issuer and Counterparty Risk
$ in millions	Fair Value of<br><br>Long Debt<br><br>Securities	Fair Value of<br><br>Short Debt<br><br>Securities	Net Derivative<br><br>Notional<br><br>Exposure	Loans and<br><br>Lending	Securities and<br><br>Margin<br><br>Finance	OTC<br><br>Derivatives	Cash and<br><br>Cash<br><br>Equivalents	Excluding<br><br>Cash and<br><br>Cash<br><br>Equivalents	Including<br><br>Cash and<br><br>Cash<br><br>Equivalents
United Kingdom	$1,486.2	$(911.6)	$(118.3)	$0.9	$117.5	$52.8	$20.7	$627.5	$648.2
Canada	244.7	(148.1)	29.7	0.1	37.6	307.0	—	471.0	471.0
Hong Kong	79.2	(72.2)	4.7	—	7.2	—	207.4	18.9	226.3
Japan	2,381.5	(2,316.4)	(41.6)	—	93.8	—	61.1	117.3	178.4
India	24.0	(27.0)	—	—	—	—	152.3	(3.0)	149.3
France	551.5	(638.3)	40.3	0.1	186.0	3.3	—	142.9	142.9
Germany	1,011.8	(1,098.1)	98.7	—	110.8	1.3	15.8	124.5	140.3
Netherlands	522.2	(490.8)	83.3	—	6.1	—	0.7	120.8	121.5
Spain	421.2	(363.5)	(5.6)	—	63.8	—	0.5	115.9	116.4
Taiwan	901.1	(831.8)	(23.5)	—	40.1	—	—	85.9	85.9
Total	$7,623.4	$(6,897.8)	$67.7	$1.1	$662.9	$364.4	$458.5	$1,821.7	$2,280.2			November 30, 2024
---	---	---	---	---	---	---	---	---	---
	Issuer Risk			Counterparty Risk				Issuer and Counterparty Risk
$ in millions	Fair Value of<br><br>Long Debt<br><br>Securities	Fair Value of<br><br>Short Debt<br><br>Securities	Net Derivative<br><br>Notional<br><br>Exposure	Loans and<br><br>Lending	Securities and<br><br>Margin<br><br>Finance	OTC<br><br>Derivatives	Cash and<br><br>Cash<br><br>Equivalents	Excluding<br><br>Cash and<br><br>Cash<br><br>Equivalents	Including<br><br>Cash and<br><br>Cash<br><br>Equivalents
Canada	$259.2	$(280.1)	$109.7	$—	$46.6	$360.1	$59.3	$495.5	$554.8
United Kingdom	1,332.5	(680.8)	(364.3)	0.1	95.8	76.5	37.9	459.8	497.7
France	592.2	(495.0)	7.7	0.1	184.9	1.6	—	291.5	291.5
Hong Kong	73.5	(36.5)	(6.0)	—	2.4	—	250.0	33.4	283.4
Spain	403.1	(263.6)	(6.0)	—	63.1	1.2	0.5	197.8	198.3
Netherlands	484.1	(450.4)	125.4	—	5.7	1.7	0.1	166.5	166.6
Japan	2,146.0	(2,093.5)	0.4	—	63.2	—	37.4	116.1	153.5
Australia	523.8	(426.8)	(16.8)	—	26.5	—	44.6	106.7	151.3
India	27.4	(29.7)	—	—	—	—	142.9	(2.3)	140.6
Italy	1,070.9	(569.3)	(402.9)	—	0.4	—	1.1	99.1	100.2
Total	$6,912.7	$(5,325.7)	$(552.8)	$0.2	$488.6	$441.1	$573.8	$1,964.1	$2,537.9

Operational Risk

Operational risk is the risk of financial or non-financial impact,

resulting from inadequate or failed internal processes, people

and systems or from external events. We interpret this definition

as including not only financial loss or gain but also other negative

impacts to our objectives such as reputational impact, legal/

regulatory impact and impact on our clients. Third-party risk is

also included as a subset of operational risk and is defined as the

potential threat presented to us, our employees or clients from

our supply chain and other third parties used to perform a

process, service or activity on our behalf.

Our Operational Risk framework includes governance as well as

operational risk processes, comprises operational risk event

capture and analysis, risk and control self-assessments,

operational risk key indicators, action tracking, risk monitoring

and reporting, deep dive risk assessments, new business

approvals and vendor risk management. Each revenue producing

and support department is responsible for the management and

reporting of operational risks and the implementation of the

Operational Risk Management Policy and processes within the

department with regular operational risk training provided to our

employees.

Operational risk events are mapped to risk categories used for

the consistent classification of risk data to support root cause

and trend analysis, which includes:

•Fraud and Theft

•Clients and Business Practices

•Market Conduct / Regulatory Compliance

•Business Disruption

•Technology

•Data Protection and Privacy

•Trading

•Transaction and Process Management

•People

•Cybersecurity

•Vendor Risk

Our Operational Risk Management Policy and operational risk

management framework, infrastructure, methodology, processes,

guidance and oversight of the operational risk processes are

centralized and consistent firmwide and, additionally, subject to

regional and legal entity operational risk governance, as required.

68	Jefferies Financial Group Inc.

We also maintain a Third-Party (“Vendor”) Risk Management

Policy and Framework to ensure adequate control and monitoring

over our critical third parties, which includes processes for

conducting periodic reviews covering areas of risk including

financial health, information security, privacy, business continuity

management, disaster recovery and operational risk of our

vendors.

Model Risk

Model risk refers to the risk of loss resulting from decisions that

are based on the output of models, due to errors or weaknesses

in the design and development, implementation or improper use

of models. We use quantitative models primarily to value certain

financial assets and liabilities and to monitor and manage our

risk. Model risk is a function of the model materiality, frequency

of use, complexity and uncertainty around inputs and

assumptions used in a given model. Robust model risk

management is a core part of our risk management approach

and is overseen through our risk governance structure and risk

management controls.

Legal and Compliance Risk

Legal and compliance risk includes the risk of noncompliance

with applicable legal and regulatory requirements. We are subject

to extensive regulation in the different jurisdictions in which we

conduct our business. We have various procedures addressing

issues such as regulatory capital requirements, sales and trading

practices, use of and safekeeping of customer funds, credit

granting, collection activities, anti-money laundering and record

keeping. These risks also reflect the potential impact that

changes in local and international laws and tax statutes have on

the economics and viability of current or future transactions. In

an effort to mitigate these risks, we continuously review new and

pending regulations and legislation and participate in various

industry interest groups. We also maintain an anonymous hotline

for employees or others to report suspected inappropriate

actions by us or by our employees or agents.

New Business Risk

New business risk refers to the risks of entering into a new line of

business or offering a new product. By entering a new line of

business or offering a new product, we may face risks that we are

unaccustomed to dealing with and may increase the magnitude

of the risks we currently face. The New Business Committee

reviews proposals for new businesses and new products to

determine if we are prepared to handle the additional or

increased risks associated with entering into such activities.

Reputational Risk

We recognize that maintaining our reputation among clients,

investors, regulators and the general public is an important

aspect of minimizing legal and operational risks. Maintaining our

reputation depends on a large number of factors, including the

selection of our clients and the conduct of our business

activities. We seek to maintain our reputation by screening

potential clients and by conducting our business activities in

accordance with high ethical standards. Our reputation and

business activity can be affected by statements and actions of

third parties, even false or misleading statements by them. We

actively monitor public comment concerning us and are vigilant

in seeking to assure accurate information and perception

prevails.

Item 3. Quantitative and Qualitative Disclosures About Market

Risk

Quantitative and qualitative disclosures about market risk are set

forth under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations —Risk Management” in

Part I, Item 2 of this Form 10-Q.

Item 4. Controls and Procedures

Our Management, under the direction of our Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures as of May 31, 2025.

Based on that evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and

procedures as of May 31, 2025 are functioning effectively to

provide reasonable assurance that the information required to be

disclosed by us in reports filed under the Securities Exchange Act

of 1934 is (i) recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms and

(ii) accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer,

as appropriate, to allow timely decisions regarding disclosure. A

controls system cannot provide absolute assurance that the

objectives of the controls system are met, and no evaluation of

controls can provide absolute assurance that all control issues

and instances of fraud, if any, within a company have been

detected.

No change in our internal control over financial reporting

occurred during the quarter ended May 31, 2025 that has

materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

May 2025 Form 10-Q	69

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Many aspects of our business involve substantial risks of legal

and regulatory liability. In the normal course of business, we have

been named as defendants or co-defendants in lawsuits involving

primarily claims for damages. We are also involved in a number

of judicial and regulatory matters, including exams, investigations

and similar reviews, arising out of the conduct of our business.

Based on currently available information, we do not believe that

any matter will have a material adverse effect on our

consolidated financial statements.

In July 2024, we commenced litigation against the former

portfolio manager of 3ǀ5ǀ2 Capital ABS Master Fund LP (the

“Fund”) and a variety of individuals and entities (collectively, the

“defendants”), alleging that the defendants engaged in a

longstanding Ponzi scheme resulting in the misappropriation of

approximately $106 million from investors in the Fund and in

certain related accounts, including a separately managed

account held by the Company. To date, the Company has

recognized a loss of $17.2 million. We anticipate that this

litigation, which will not be resolved in the near term, will result in

the recovery of some or all of our losses but cannot, with any

reliable accuracy, estimate how much we will be able to recover,

or the outcome of this litigation, which may lead to additional

proceedings.

Item 1A. Risk Factors

Information regarding our risk factors appears in Item 1A. of our

Annual Report on Form 10-K for the year ended November 30,

2024. These risk factors describe some of the assumptions,

risks, uncertainties and other factors that could adversely affect

our business or that could otherwise result in changes that differ

materially from our expectations.

Item 2. Unregistered Sales of Equity Securities and Use of

Proceeds

(a) We did not have any unregistered sales of equity securities

during the three months ended May 31, 2025.

(c) Issuer Purchases of Equity Securities.

Purchases of our common shares during the three months ended

May 31, 2025:

$ in thousands, except share<br><br>and per share amounts	(a) Total<br><br>Number of<br><br>Shares<br><br>Purchased<br><br>(1)	(b) Average<br><br>Price Paid<br><br>per Share	(c) Total<br><br>Number of<br><br>Shares<br><br>Purchased as<br><br>Part of<br><br>Publicly<br><br>Announced<br><br>Plans<br><br>or Programs	(d)<br><br>Approximate<br><br>Dollar Value<br><br>of Shares<br><br>that May Yet<br><br>Be<br><br>Purchased<br><br>Under the<br><br>Plans or<br><br>Programs
March 1, 2025 to<br><br>March 31, 2025 ........................	20,846	$56.45	—	$250,000
April 1, 2025 to<br><br>April  30, 2025 ..........................	—	$—	—	$250,000
May 1, 2025 to<br><br>May 31, 2025 ............................	1,549	$46.59	—	$250,000
Total...........................................	22,395	$55.77	—

(1)An aggregate 22,395 shares repurchased other than as part of our publicly

announced Board authorized repurchase program. We repurchased securities in

connection with our share compensation plans which allow participants to satisfy

certain tax liabilities arising from the vesting of restricted shares and the distribution

of restricted share units with shares.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended May 31, 2025, no directors or

executive officers entered into, modified or terminated, contracts,

instructions or written plans for the sale or purchase of the

Company’s securities that were intended to satisfy the

affirmative defense conditions of Rule 10b5-1.

Item 6. Exhibits

Exhibit<br><br>No.	Description
31.1	Certification of Chief Executive Officer pursuant to Sectionexhibit3115312025.htm<br><br>302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Sectionexhibit3125312025.htm<br><br>302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Sectionexhibit3215312025.htm<br><br>906 of the Sarbanes-Oxley Act of 2002. **
32.2	Certification of Chief Financial Officer pursuant to Sectionexhibit3225312025.htm<br><br>906 of the Sarbanes-Oxley Act of 2002. **
101	Interactive Data Files pursuant to Rule 405 of Regulation S-T,<br><br>formatted in Inline Extensible Business Reporting Language<br><br>(iXBRL).
104	Cover page interactive data file pursuant to Rule 406 of<br><br>Regulation S-T, formatted in iXBRL (included in exhibit 101)
+	Management/Employment Contract or Compensatory Plan<br><br>or Arrangement.
*	Incorporated by reference.
**	Furnished herewith pursuant to item 601(b) (32) of<br><br>Regulation S-K.
70	Jefferies Financial Group Inc.
---	---

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Jefferies Financial Group Inc.
/s/     MATT LARSON
Matt Larson
Executive Vice President and Chief Financial Officer

Dated: July 9, 2025

Document

Exhibit 31.1

CERTIFICATION

I, Richard B. Handler, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Jefferies Financial Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 9, 2025	By:	/s/ Richard B. Handler
			Name:<br>Title:	Richard B. Handler<br>Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Matt Larson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Jefferies Financial Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	July 9, 2025	By:	/s/ Matt Larson
			Name:<br>Title:	Matt Larson<br>Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard B. Handler, as Chief Executive Officer of Jefferies Financial Group Inc. (the "Company"), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)The Quarterly Report on Form 10-Q for the period ending May 31, 2025 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 9, 2025	By:	/s/ Richard B. Handler
			Name:<br>Title:	Richard B. Handler<br>Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Matt Larson, as Chief Financial Officer of Jefferies Financial Group Inc. (the "Company"), certify, as of the date hereof and solely for purposes of and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)The Quarterly Report on Form 10-Q for the period ending May 31, 2025 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 9, 2025	By:	/s/ Matt Larson
			Name:<br>Title:	Matt Larson<br>Chief Financial Officer