8-K
Jefferies Financial Group Inc. (JEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 29, 2025
________________________________
JEFFERIES FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
________________________________
| New York | 001-05721 | 13-2615557 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 520 Madison Avenue | New York, | New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (212) 284-2300
(Former name or former address, if changed since last report)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On September 29, 2025, we issued a press release containing financial results for our quarter and nine months ended August 31, 2025. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.
The information provided in this Item 2.02, including the exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
The following exhibits are furnished with this report:
| Exhibit No. | Description |
|---|---|
| 99 | Press Release of Jefferies Financial Group Inc. - Quarter and Nine Months ended August 31, 2025 Results |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 29, 2025
| JEFFERIES FINANCIAL GROUP INC. | |
|---|---|
| By: | /s/ Michael J. Sharp |
| Name: | Michael J. Sharp |
| Title: | Executive Vice President and General Counsel |
Document
| FOR MORE INFORMATION<br><br>Jonathan Freedman 212.778.8913 |
|---|
For Immediate Release
Jefferies Financial Group Inc. (NYSE: JEF)
September 29, 2025
Jefferies Announces Third Quarter 2025 Financial Results
Q3 Financial Highlights
| $ in thousands, except per share amounts | Quarter End | Year-to-Date | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3Q25 | 3Q24 | 2025 | 2024 | ||||||||||
| Net earnings attributable to common shareholders | $ | 223,986 | $ | 167,128 | $ | 439,912 | $ | 462,719 | |||||
| Diluted earnings per common share from continuing operations | $ | 1.01 | $ | 0.72 | $ | 1.98 | $ | 2.06 | |||||
| Return on adjusted tangible shareholders' equity from continuing operations1 | 13.6 | % | 10.3 | % | 9.3 | % | 10.0 | % | |||||
| Total net revenues | $ | 2,047,432 | $ | 1,683,552 | $ | 5,274,898 | $ | 5,078,200 | |||||
| Investment banking net revenues14 | $ | 1,135,325 | $ | 943,566 | $ | 2,602,324 | $ | 2,457,963 | |||||
| Capital markets net revenues14 | $ | 723,382 | $ | 676,525 | $ | 2,125,821 | $ | 2,107,863 | |||||
| Asset management net revenues | $ | 176,882 | $ | 59,012 | $ | 523,218 | $ | 488,919 | |||||
| Pre-tax earnings from continuing operations | $ | 331,815 | $ | 252,687 | $ | 617,781 | $ | 700,683 | |||||
| Book value per common share | $ | 50.60 | $ | 48.89 | $ | 50.60 | $ | 48.89 | |||||
| Adjusted tangible book value per fully diluted share3 | $ | 33.38 | $ | 31.87 | $ | 33.38 | $ | 31.87 |
Quarterly Cash Dividend
The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.40 per Jefferies common share, payable on November 26, 2025 to record holders of Jefferies common shares on November 17, 2025.
Management Comments
"Net revenues of $2.05 billion for the third quarter reflect continued growth in our market position amid a strengthening environment for our services. Our Investment Banking Advisory business delivered record quarterly results, driven by increased market share, the continued realization of our ongoing investments in human capital around the globe, and an improvement in the environment for mergers and acquisitions and capital formation. This growth plus strong results in Equities and an improved performance in Asset Management, helped drive net earnings attributable to common shareholders of $224 million and return on adjusted tangible shareholders' equity of 13.6%.
"We are encouraged by the rebound in global market sentiment and believe Jefferies is more strongly positioned than ever—with talent, global reach, product and service offerings, client relationships, joint venture partners and brand—to deliver exceptional long-term value to our clients and shareholders. While the world will remain volatile and full of challenges, we are increasingly optimistic about the near and long-term outlook for Jefferies."
Richard Handler, CEO, and Brian Friedman, President
| 1 Jefferies Financial Group |
|---|
Financial Summary (Unaudited)
| $ in thousands | Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| August 31,<br> 2025 | May 31,<br> 2025 | August 31,<br> 2024 | August 31,<br> 2025 | August 31,<br> 2024 | |||||||||||
| Net revenues by source: | |||||||||||||||
| Advisory | $ | 655,578 | $ | 457,860 | $ | 592,462 | $ | 1,511,218 | $ | 1,214,927 | |||||
| Equity underwriting | 181,205 | 122,366 | 150,096 | 432,091 | 608,586 | ||||||||||
| Debt underwriting | 249,525 | 205,363 | 183,078 | 654,250 | 517,771 | ||||||||||
| Other investment banking14 | 49,017 | (19,282) | 17,930 | 4,765 | 116,679 | ||||||||||
| Total Investment Banking | 1,135,325 | 766,307 | 943,566 | 2,602,324 | 2,457,963 | ||||||||||
| Equities14 | 486,695 | 526,244 | 387,342 | 1,421,997 | 1,182,025 | ||||||||||
| Fixed income | 236,687 | 177,911 | 289,183 | 703,824 | 925,838 | ||||||||||
| Total Capital Markets | 723,382 | 704,155 | 676,525 | 2,125,821 | 2,107,863 | ||||||||||
| Total Investment Banking and Capital Markets Net revenues5 | 1,858,707 | 1,470,462 | 1,620,091 | 4,728,145 | 4,565,826 | ||||||||||
| Asset management fees and revenues6 | 15,916 | 20,766 | 13,261 | 125,312 | 89,736 | ||||||||||
| Investment return | 68,026 | 50,404 | (40,135) | 112,796 | 110,447 | ||||||||||
| Allocated net interest4 | (18,550) | (19,144) | (16,016) | (54,915) | (47,031) | ||||||||||
| Other investments, inclusive of net interest13 | 111,490 | 102,595 | 101,902 | 340,025 | 335,767 | ||||||||||
| Total Asset Management Net revenues | 176,882 | 154,621 | 59,012 | 523,218 | 488,919 | ||||||||||
| Other | 11,843 | 9,364 | 4,449 | 23,535 | 23,455 | ||||||||||
| Total Net revenues by source | $ | 2,047,432 | $ | 1,634,447 | $ | 1,683,552 | $ | 5,274,898 | $ | 5,078,200 | |||||
| Non-interest expenses: | |||||||||||||||
| Compensation and benefits | $ | 1,083,510 | $ | 854,839 | $ | 889,098 | $ | 2,779,476 | $ | 2,677,962 | |||||
| Compensation ratio15 | 52.9 | % | 52.3 | % | 52.8 | % | 52.7 | % | 52.7 | % | |||||
| Non-compensation expenses | $ | 632,107 | $ | 644,707 | $ | 541,767 | $ | 1,877,641 | $ | 1,699,555 | |||||
| Non-compensation ratio15 | 30.9 | % | 39.4 | % | 32.2 | % | 35.6 | % | 33.5 | % | |||||
| Total Non-interest expenses | $ | 1,715,617 | $ | 1,499,546 | $ | 1,430,865 | $ | 4,657,117 | $ | 4,377,517 | |||||
| Net earnings from continuing operations before income taxes | $ | 331,815 | $ | 134,901 | $ | 252,687 | $ | 617,781 | $ | 700,683 | |||||
| Income tax expense | $ | 89,311 | $ | 43,506 | $ | 78,011 | $ | 147,033 | $ | 207,077 | |||||
| Income tax rate | 26.9 | % | 32.3 | % | 30.9 | % | 23.8 | % | 29.6 | % | |||||
| Net earnings from continuing operations | $ | 242,504 | $ | 91,395 | $ | 174,676 | $ | 470,748 | $ | 493,606 | |||||
| Net earnings (losses) from discontinued operations, net of income taxes | — | — | 6,363 | — | (1,488) | ||||||||||
| Net losses attributable to noncontrolling interests | (10,041) | (7,668) | (6,874) | (24,692) | (19,102) | ||||||||||
| Preferred stock dividends | 28,559 | 11,046 | 20,785 | 55,528 | 48,501 | ||||||||||
| Net earnings attributable to common shareholders | $ | 223,986 | $ | 88,017 | $ | 167,128 | $ | 439,912 | $ | 462,719 | |||||
| 2 Jefferies Financial Group | |||||||||||||||
| --- |
Highlights
| Three Months Ended August 31, 2025 Versus August 31, 2024 | Nine Months Ended August 31, 2025 Versus August 31, 2024 | |||
|---|---|---|---|---|
| •Net earnings attributable to common shareholders of $224 million, or $1.01 per diluted common share from continuing operations.<br><br>•Return on adjusted tangible shareholders' equity from continuing operations1 of 13.6%.<br><br>•We had 206.3 million common shares outstanding and 254.7 million common shares outstanding on a fully diluted basis2 at August 31, 2025. Our book value per common share was $50.60 and adjusted tangible book value per fully diluted share3 was $33.38.<br><br>•Effective tax rate from continuing operations of 26.9% compared to 30.9% for the prior year quarter. The lower rate was primarily driven by the resolution of certain state and local tax matters. | •Net earnings attributable to common shareholders of $440 million, or $1.98 per diluted common share from continuing operations.<br><br>•Return on adjusted tangible shareholders' equity from continuing operations1 of 9.3%.<br><br>•Repurchased 0.7 million shares of common stock for $58 million, at an average price of $79.58 per share in connection with net-share settlements related to our equity compensation plans.<br><br>•Effective tax rate from continuing operations of 23.8% compared to 29.6% for the prior year period. The lower rate was primarily driven by the resolution of certain state and local tax matters. | Investment Banking and Capital Markets | Investment Banking and Capital Markets | |
| --- | --- | |||
| •Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $1.09 billion were 17% higher than the prior year quarter.<br><br>•Advisory net revenues of $656 million reflects our best quarter ever and were higher than the prior year quarter, driven by increased deal values in mergers and acquisitions across most sectors as market conditions improved.<br><br>•Underwriting net revenues of $431 million were higher than the prior year quarter, as market conditions for Equity and Debt underwriting improved, leading to increased activity levels.<br><br>•Capital Markets net revenues of $723 million were higher compared to the prior year quarter. Equities net revenues increased from the prior year quarter, as higher global volumes drove stronger results, particularly within our U.S. and Europe equity cash business. Additionally, our equity options, corporate derivatives and global electronic trading businesses also produced strong results. Fixed Income net revenues decreased from the prior year quarter as strong results from our global structured products were offset by lower results in our client flow trading businesses as tight credit conditions continued to slow activity levels. | •Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $2.60 billion were 11% higher than the prior year period. Other investment banking net revenues were $5 million, compared to net revenues of $117 million for the prior year period in part due to the prior year period including Foursight operating revenues as well as the impact of the gain on sale as Foursight was sold in April 2024, and lower performance from Jefferies Finance.<br><br>•Advisory net revenues of $1.51 billion were higher than the prior year period, driven by market share gains and increased mergers and acquisition activity levels across most sectors.<br><br>•Underwriting net revenues of $1.09 billion were lower than the prior year period, as stronger net revenues in Debt underwriting attributable to the increase in transaction activity across most sectors were offset by lower net revenues in Equity underwriting, consistent with the overall industry slowdown in the first-half of 2025.<br><br>•Capital Markets net revenues of $2.13 billion were modestly higher compared to the prior year period. Equities net revenues were strong for the current year attributable to market share gains and overall increased levels of activity during the period. Fixed Income net revenues decreased from the prior year period due to lower global activity levels and volatility in credit spreads for the first-half of 2025 meaningfully impacting the overall trading environment. | Asset Management | Asset Management | |
| --- | --- | |||
| •Asset Management fees and revenues and investment return of $84 million were higher than the prior year quarter.<br><br>•Asset management fees and revenues modestly increased, driven by higher management and performance fees realized during the current quarter.<br><br>•Investment return meaningfully increased due to improved performance across several fund strategies, particularly those with a long equity bias. | •Asset Management fees and revenues and investment return of $238 million were higher than the prior year period.<br><br>•Asset management fees and revenues were higher compared to the prior year period, primarily reflecting higher performance fees on funds managed by us and through our strategic affiliates.<br><br>•Investment return was modestly higher compared to the prior year period. | Non-interest Expenses | Non-interest Expenses | |
| --- | --- | |||
| •Compensation and benefits expense as a percentage of Net revenues was 52.9%, compared to 52.8% for the prior year quarter.<br><br>•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication and business development expenses. Non-compensation expenses as a percentage of Net revenues declined to 30.9%, compared to 32.2% for the prior year quarter. | •Compensation and benefits expense as a percentage of Net revenues was 52.7%, flat with the prior year period.<br><br>•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, increased higher technology and communication and business development expenses. The current year also includes approximately $17 million in charitable donations, including $10 million to support Los Angeles wildfire relief efforts, while the prior year period includes the impact of $27 million in bad debt expenses associated with the shutdown of Weiss Multi-Strategy Advisers. In addition, non-compensation expenses for the prior year period include Foursight activity up through the sale in April 2024. |
* * * *
| 3 Jefferies Financial Group |
|---|
Amounts herein pertaining to August 31, 2025 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the three and nine months ended August 31, 2025 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC, which we expect to file on or about October 9, 2025.
This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” "would," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements may also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.
Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).
| 4 Jefferies Financial Group |
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Consolidated Statements of Earnings (Unaudited)
| $ in thousands, except per share amounts | Three Months Ended August 31, | Nine Months Ended August 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues | ||||||||
| Investment banking | $ | 1,088,197 | $ | 927,094 | $ | 2,606,976 | $ | 2,344,743 |
| Principal transactions | 486,893 | 324,501 | 1,232,630 | 1,381,432 | ||||
| Commissions and other fees | 325,178 | 270,643 | 966,711 | 787,968 | ||||
| Asset management fees and revenues | 13,079 | 11,986 | 118,563 | 74,126 | ||||
| Interest | 846,894 | 936,786 | 2,570,090 | 2,636,002 | ||||
| Other | 147,433 | 124,579 | 379,883 | 439,556 | ||||
| Total revenues | 2,907,674 | 2,595,589 | 7,874,853 | 7,663,827 | ||||
| Interest expense | 860,242 | 912,037 | 2,599,955 | 2,585,627 | ||||
| Net revenues | 2,047,432 | 1,683,552 | 5,274,898 | 5,078,200 | ||||
| Non-interest expenses | ||||||||
| Compensation and benefits | 1,083,510 | 889,098 | 2,779,476 | 2,677,962 | ||||
| Brokerage and clearing fees | 121,164 | 101,119 | 360,345 | 321,325 | ||||
| Underwriting costs | 20,332 | 14,017 | 52,703 | 51,053 | ||||
| Technology and communications | 157,171 | 136,953 | 442,844 | 409,703 | ||||
| Occupancy and equipment rental | 32,908 | 30,078 | 93,818 | 87,558 | ||||
| Business development | 78,999 | 68,152 | 231,360 | 194,433 | ||||
| Professional services | 73,329 | 64,630 | 223,563 | 217,967 | ||||
| Depreciation and amortization | 53,230 | 45,977 | 136,471 | 139,125 | ||||
| Cost of sales | 34,430 | 37,400 | 118,959 | 109,533 | ||||
| Other expenses | 60,544 | 43,441 | 217,578 | 168,858 | ||||
| Total non-interest expenses | 1,715,617 | 1,430,865 | 4,657,117 | 4,377,517 | ||||
| Earnings from continuing operations before income taxes | 331,815 | 252,687 | 617,781 | 700,683 | ||||
| Income tax expense | 89,311 | 78,011 | 147,033 | 207,077 | ||||
| Net earnings from continuing operations | 242,504 | 174,676 | 470,748 | 493,606 | ||||
| Net earnings (losses) from discontinued operations (including gain on disposal), net of income taxes | — | 6,363 | — | (1,488) | ||||
| Net earnings | 242,504 | 181,039 | 470,748 | 492,118 | ||||
| Net losses attributable to noncontrolling interests | (10,041) | (6,874) | (24,692) | (19,102) | ||||
| Preferred stock dividends | 28,559 | 20,785 | 55,528 | 48,501 | ||||
| Net earnings attributable to common shareholders | $ | 223,986 | $ | 167,128 | $ | 439,912 | $ | 462,719 |
| 5 Jefferies Financial Group | ||||||||
| --- |
Financial Data and Metrics (Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| August 31,<br> 2025 | May 31,<br> 2025 | August 31,<br> 2024 | August 31,<br> 2025 | August 31,<br> 2024 | ||||||
| Other Data: | ||||||||||
| Number of trading days | 63 | 63 | 63 | 187 | 188 | |||||
| Number of trading loss days7 | 3 | 13 | 7 | 20 | 11 | |||||
| Average VaR (in millions)8 | $ | 10.45 | $ | 11.89 | $ | 11.35 | $ | 11.81 | $ | 13.26 |
| In millions, except other data | August 31,<br> 2025 | May 31,<br> 2025 | August 31,<br> 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| Financial position: | ||||||||||
| Total assets | $ | 69,320 | $ | 67,285 | $ | 63,275 | ||||
| Cash and cash equivalents | 11,458 | 11,260 | 10,573 | |||||||
| Financial instruments owned | 26,117 | 25,570 | 24,039 | |||||||
| Level 3 financial instruments owned9 | 803 | 763 | 693 | |||||||
| Goodwill and intangible assets, net | 2,052 | 2,060 | 2,073 | |||||||
| Total equity | 10,501 | 10,382 | 10,115 | |||||||
| Total shareholders' equity | 10,439 | 10,305 | 10,046 | |||||||
| Tangible shareholders' equity10 | 8,387 | 8,245 | 7,973 | |||||||
| Other data and financial ratios: | ||||||||||
| Leverage ratio11 | 6.6 | 6.5 | 6.3 | |||||||
| Tangible gross leverage ratio12 | 8.0 | 7.9 | 7.7 | |||||||
| Number of employees at period end | 7,866 | 7,671 | 7,624 | |||||||
| Number of employees excluding Tessellis and Stratos at period end | 6,206 | 5,949 | 5,926 | |||||||
| 6 Jefferies Financial Group | ||||||||||
| --- |
Components of Numerators and Denominators for Earnings Per Common Share
| $ in thousands, except per share amounts | Three Months Ended<br> August 31, | Nine Months Ended<br> August 31, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Numerator for earnings per common share from continuing operations: | ||||||||
| Net earnings from continuing operations | $ | 242,504 | $ | 174,676 | $ | 470,748 | $ | 493,606 |
| Less: Net losses attributable to noncontrolling interests | (10,041) | (6,304) | (24,692) | (16,541) | ||||
| Allocation of earnings to participating securities | (28,559) | (20,785) | (55,528) | (48,501) | ||||
| Net earnings from continuing operations attributable to common shareholders for basic earnings per share | $ | 223,986 | $ | 160,195 | $ | 439,912 | $ | 461,646 |
| Net earnings from continuing operations attributable to common shareholders for diluted earnings per share | $ | 223,986 | $ | 160,195 | $ | 439,912 | $ | 461,646 |
| Numerator for earnings per common share from discontinued operations: | ||||||||
| Net earnings (losses) from discontinued operations, net of taxes | $ | — | $ | 6,363 | $ | — | $ | (1,488) |
| Less: Net losses attributable to noncontrolling interests | — | (570) | — | (2,561) | ||||
| Net earnings from discontinued operations attributable to common shareholders for basic and diluted earnings per share | $ | — | $ | 6,933 | $ | — | $ | 1,073 |
| Net earnings attributable to common shareholders for basic earnings per share | $ | 223,986 | $ | 167,128 | $ | 439,912 | $ | 462,719 |
| Net earnings attributable to common shareholders for diluted earnings per share | $ | 223,986 | $ | 167,128 | $ | 439,912 | $ | 462,719 |
| Denominator for earnings per common share: | ||||||||
| Weighted average common shares outstanding | 206,272 | 206,418 | 206,191 | 209,997 | ||||
| Weighted average shares of restricted stock outstanding with future service required | (2,224) | (2,305) | (2,259) | (2,346) | ||||
| Weighted average restricted stock units outstanding with no future service required | 11,245 | 10,339 | 11,045 | 10,455 | ||||
| Weighted average basic common shares | 215,293 | 214,452 | 214,977 | 218,106 | ||||
| Stock options and other share-based awards | 4,643 | 4,189 | 4,915 | 3,369 | ||||
| Senior executive compensation plan restricted stock unit awards | 2,779 | 3,058 | 2,647 | 2,705 | ||||
| Weighted average diluted common shares | 222,715 | 221,699 | 222,539 | 224,180 | ||||
| Earnings per common share: | ||||||||
| Basic from continuing operations | $ | 1.04 | $ | 0.75 | $ | 2.05 | $ | 2.12 |
| Basic from discontinued operations | — | 0.03 | — | — | ||||
| Basic | $ | 1.04 | $ | 0.78 | $ | 2.05 | $ | 2.12 |
| Diluted from continuing operations | $ | 1.01 | $ | 0.72 | $ | 1.98 | $ | 2.06 |
| Diluted from discontinued operations | — | 0.03 | — | — | ||||
| Diluted | $ | 1.01 | $ | 0.75 | $ | 1.98 | $ | 2.06 |
| 7 Jefferies Financial Group | ||||||||
| --- |
Non-GAAP Reconciliations
The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP financial measures. Management believes such non-GAAP financial measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.
Return on Adjusted Tangible Equity Reconciliation
| $ in thousands | Three Months Ended<br> August 31, | Nine Months Ended<br> August 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net earnings attributable to common shareholders (GAAP) | $ | 223,986 | $ | 167,128 | $ | 439,912 | $ | 462,719 | ||||
| Intangible amortization and impairment expense, net of tax | 9,163 | 5,958 | 22,053 | 15,900 | ||||||||
| Adjusted net earnings to common shareholders (non-GAAP) | 233,149 | 173,086 | 461,965 | 478,619 | ||||||||
| Preferred stock dividends | 28,559 | 20,785 | 55,528 | 48,501 | ||||||||
| Adjusted net earnings to total shareholders (non-GAAP) | $ | 261,708 | $ | 193,871 | $ | 517,493 | $ | 527,120 | ||||
| Adjusted net earnings to total shareholders (non-GAAP)1 | $ | 1,046,832 | $ | 775,484 | $ | 689,991 | $ | 702,827 | ||||
| Net earnings impact for net (earnings) losses from discontinued operations, net of noncontrolling interests | — | (6,933) | — | (1,073) | ||||||||
| Adjusted net earnings to total shareholders from continuing operations (non-GAAP) | 261,708 | 186,938 | 517,493 | 526,047 | ||||||||
| Adjusted net earnings to total shareholders from continuing operations (non-GAAP)1 | 1,046,832 | 747,752 | 689,991 | 701,396 | ||||||||
| May 31, | November 30, | |||||||||||
| 2025 | 2024 | 2024 | 2023 | |||||||||
| Shareholders' equity (GAAP) | $ | 10,305,025 | $ | 9,875,056 | $ | 10,156,772 | $ | 9,709,827 | ||||
| Less: Intangible assets, net and goodwill | (2,060,019) | (2,057,302) | (2,054,310) | (2,044,776) | ||||||||
| Less: Deferred tax asset, net | (502,033) | (512,042) | (497,590) | (458,343) | ||||||||
| Less: Weighted average impact of dividends and share repurchases | (66,561) | (57,836) | (208,901) | (157,739) | ||||||||
| Adjusted tangible shareholders' equity (non-GAAP) | $ | 7,676,412 | $ | 7,247,876 | $ | 7,395,971 | $ | 7,048,969 | ||||
| Return on adjusted tangible shareholders' equity (non-GAAP)1 | 13.6 | % | 10.7 | % | 9.3 | % | 10.0 | % | ||||
| Return on adjusted tangible shareholders' equity from continuing operations (non-GAAP)1 | 13.6 | % | 10.3 | % | 9.3 | % | 10.0 | % | ||||
| 8 Jefferies Financial Group | ||||||||||||
| --- |
Adjusted Tangible Book Value and Fully Diluted Shares Outstanding Reconciliation
Reconciliation of book value (shareholders' equity) to adjusted tangible book value and common shares outstanding to fully diluted shares outstanding:
| in thousands, except per share amounts | |
|---|---|
| Book value (GAAP) | 10,438,724 |
| Stock options(1) | |
| Intangible assets, net and goodwill | |
| Adjusted tangible book value (non-GAAP) | 8,500,923 |
| Common shares outstanding (GAAP) | |
| Preferred shares | |
| Restricted stock units ("RSUs") | |
| Stock options(1) | |
| Other | |
| Adjusted fully diluted shares outstanding (non-GAAP)(2) | |
| Book value per common share outstanding | 50.60 |
| Adjusted tangible book value per fully diluted share outstanding (non-GAAP) | 33.38 |
| (1) | |
| (2) |
All values are in US Dollars.
| 9 Jefferies Financial Group |
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Notes
1.Return on adjusted tangible shareholders' equity and Return on adjusted tangible shareholders' equity from continuing operations represent non-GAAP financial measures and are based on full year or annualized amounts. Refer to schedule on page 8 for a reconciliation to U.S. GAAP amounts.
2.Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus preferred shares, restricted stock units, stock options and other shares. Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.
3.Adjusted tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.
4.Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to present direct Asset Management revenues. We believe that aggregating Allocated net interest would obscure the revenue results by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods.
5.Allocated net interest is not separately disaggregated for Investment Banking and Capital Markets. This presentation is aligned to our Investment Banking and Capital Markets internal performance measurement.
6.Asset management fees and revenues include management and performance fees from funds and accounts managed by us as well as 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.
7.Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments, excluding certain Other investments.
8.VaR estimates the potential loss in value of trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2024.
9.Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.
10.Tangible shareholders' equity (a non-GAAP financial measure) is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible shareholders' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible shareholders' equity, making these ratios meaningful for investors.
11.Leverage ratio equals total assets divided by total equity.
12.Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and intangible assets divided by tangible shareholders' equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.
13.Beginning in fiscal 2024, we now refer to "Merchant banking" as “Other investments” in our Asset Management reportable segment.
14.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.
15.Compensation ratio equals total compensation expense divided by total net revenues. Non-compensation ratio equals total non-compensation expense divided by total net revenues.
| 10 Jefferies Financial Group |
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