UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended November 30, 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 1-5721

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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report.      ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements.      ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).      ☐

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

Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at May 31, 2025 (computed by reference to the last reported

closing sale price of the Common Shares on the New York Stock Exchange on such date): $8,180,207,998.

On January 15, 2026, the registrant had outstanding 206,691,275 Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of the registrant's Definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the 2026

Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

Jefferies Financial Group, Inc.

Index to Annual Report on Form 10-K

November 30, 2025

PART I.	Page
Item 1. Business ............................................................................................................................................................................................................................	1
Item 1A. Risk Factors ...................................................................................................................................................................................................................	6
Item 1B. Unresolved Staff Comments .......................................................................................................................................................................................	14
Item 1C. Cybersecurity .................................................................................................................................................................................................................	14
Item 2. Properties ..........................................................................................................................................................................................................................	15
Item 3. Legal Proceedings ...........................................................................................................................................................................................................	15
Item 4. Mine Safety Disclosures .................................................................................................................................................................................................	15
PART II. FINANCIAL INFORMATION
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Equity Securities .........................................	15
Item 6. [Reserved] .........................................................................................................................................................................................................................	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................................	16
Consolidated Results of Operations ..................................................................................................................................................................................	17
Executive Summary ...........................................................................................................................................................................................................	17
Revenues by Source ..........................................................................................................................................................................................................	17
Non-interest Expenses ......................................................................................................................................................................................................	20
Accounting Developments ..................................................................................................................................................................................................	21
Critical Accounting Estimates .............................................................................................................................................................................................	21
Liquidity, Financial Condition and Capital Resources .....................................................................................................................................................	23
Risk Management .................................................................................................................................................................................................................	31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................................................................	39
Item 8. Financial Statements and Supplementary Data .........................................................................................................................................................	40
Index to Consolidated Financial Statements ....................................................................................................................................................................	40
Management’s Report on Internal Control Over Financial Reporting ............................................................................................................................	41
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) .......................................................................................................	42
Consolidated Statements of Financial Condition ............................................................................................................................................................	45
Consolidated Statements of Earnings ...............................................................................................................................................................................	46
Consolidated Statements of Comprehensive Income ....................................................................................................................................................	47
Consolidated Statements of Changes in Equity ...............................................................................................................................................................	48
Consolidated Statements of Cash Flows ..........................................................................................................................................................................	49
Notes to Consolidated Financial Statements ...................................................................................................................................................................	51
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................................	105
Item 9A. Controls and Procedures .............................................................................................................................................................................................	105
Item 9B. Other Information ..........................................................................................................................................................................................................	105
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ..............................................................................................................	105
PART III. OTHER INFORMATION
Item 10. Directors, Executive Officers and Corporate Governance ......................................................................................................................................	105
Item 11. Executive Compensation ..............................................................................................................................................................................................	105
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................................................	105
Item 13. Certain Relationships and Related Transactions, and Director Independence ..................................................................................................	105
Item 14. Principal Accountant Fees and Services ...................................................................................................................................................................	105
PART IV. EXHIBITS AND SIGNATURES
Item 15. Exhibits and Financial Statement Schedules ............................................................................................................................................................	105
Item 16. Form 10-K Summary .....................................................................................................................................................................................................	106
Signatures .......................................................................................................................................................................................................................................	107
1	Jefferies Financial Group Inc.
---	---

PART I

Item 1. Business

Introduction

Jefferies Financial Group Inc. (“Jefferies,” “we,” “us” or “our”) is a

U.S.-headquartered global investment banking and capital

markets firm. Our largest subsidiary, Jefferies LLC, a U.S. broker-

dealer, was founded in the U.S. in 1962 and our first international

operating subsidiary, Jefferies International Limited, a U.K.

broker-dealer, was established in the U.K. in 1986. Our strategy

focuses on driving momentum in our investment banking

business, bringing value to clients and executing in our capital

markets sales and trading businesses and growing our credit and

alternative asset management platforms. We are always client

focused first and committed to integration and collaboration

across our businesses.

Our global headquarters and executive offices are located at 520

Madison Avenue, New York, New York 10022. We also have

regional headquarters in London and Hong Kong. Our primary

telephone number is 212-284-2300 and our Internet address is

jefferies.com where we make available, free of charge, our annual

reports on Form 10-K, quarterly reports on Form 10-Q and current

reports on Form 8-K and amendments to those reports filed or

furnished pursuant to Section 13(a) or 15(d) of the Securities

Exchange Act of 1934, as well as proxy statements, as soon as

reasonably practicable after we electronically file with the U.S.

Securities and Exchange Commission (“SEC”) and can also be

viewed at sec.gov.

The following documents and reports are also available on our

public website:

•Audit Committee Charter

•Code of Business Practice

•Compensation Committee Charter

•Corporate Governance Guidelines

•Corporate Social Responsibility Principles

•Reportable waivers, if any, from our Code of Business Practice

by our executive officers

•Culture and Community Committee Charter

•Health and Safety Policy

•Human Rights Statement

•Nominating and Corporate Governance Committee Charter

•Risk and Liquidity Oversight Committee Charter

•Supplier Code of Conduct

•Sustainable Investment Statement

•Whistle Blower Policy

We may use our website to disclose public information. We

encourage you to visit our website for additional information. In

addition, you may also obtain a printed copy of any of the above

documents or reports by sending a request to Investor Relations,

Jefferies Financial Group Inc., 520 Madison Avenue, New York,

NY 10022, by calling 212-284-2300 or by sending an email to

info@jefferies.com.

Business Segments

We report our activities in two business segments: (1) Investment

Banking and Capital Markets and (2) Asset Management.

•Investment Banking and Capital Markets provides investment

banking, capital markets and other related services to our

clients. We provide underwriting and financial advisory

services across a range of industry sectors in the Americas;

Europe and the Middle East; and Asia-Pacific. Our capital

markets businesses operate across the spectrum of equities

and fixed income products. Related services include prime

brokerage, equity finance, and research and strategy.

Investment Banking and Capital Markets also includes our

corporate lending joint venture (“JFIN Parent LLC” or “Jefferies

Finance”) and our commercial real estate finance joint venture

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

•Asset Management provides alternative investment

management services to investors globally through our directly

owned managers and through our affiliated asset managers.

We often seed or provide additional strategic capital in the

strategies offered by our affiliated asset managers in addition

to investing for our own account. Our Asset Management

business also holds investments in public securities and

private companies, along with investments in several

consolidated subsidiaries whose operations consist of, among

other businesses, real estate development, online foreign

exchange trading and telecommunications. These investments

and holdings include the remainder of our legacy merchant

banking portfolio as well as other investments.

Our Businesses

Investment Banking and Capital Markets

Jefferies is one of the world’s leading full-service investment

banking and capital markets firms. Our Investment Banking and

Capital Markets segment focuses on Investment Banking,

Equities and Fixed Income. We primarily serve public companies,

private companies, and their sponsors and owners, institutional

investors and government entities. Our services are enhanced by

our relentless client focus, our differentiated insights, deep

product and sector expertise and a flat and nimble operating

structure leading to exceptional execution.

Investment Banking

We provide our clients around the world with a full range of

financial advisory, equity underwriting and debt underwriting

services. Our investment banking professionals operate in the

Americas, Europe and the Middle East and Asia-Pacific, and are

organized into industry, product and geographic coverage

groups. Our industry coverage groups include: Consumer; Energy

and Power; Financial Institutions; Financial Sponsors; Healthcare;

Industrials; Municipal Finance; Real Estate, Gaming and Lodging;

and Technology, Media and Telecom. Our product groups include

advisory (which includes mergers and acquisitions, debt advisory

and restructuring and private capital advisory services), equity

underwriting and debt underwriting. Our teams are based in

major cities across the United States and other locations in the

Americas, in London and additional cities across Europe and the

Middle East, and in key markets in Asia and in Australia. We have

continually invested in our investment banking business over

several decades, consistently expanding our professional talent

base and increasing our presence globally.

November 2025 Form 10-K	2

Advisory Services

We provide mergers and acquisition, debt advisory and

restructuring and private capital advisory services to companies,

financial sponsors and government entities. In the mergers and

acquisitions area, we advise business owners, private equity

firms and public and private corporations on mergers, sales,

acquisitions, leveraged buyouts, joint ventures, activist defense,

spin-offs, and divestitures. In the debt advisory and restructuring

area, we provide companies, bondholders, creditors and lenders a

full range of both in-court and out-of-court advisory capabilities to

help our clients enhance their financial position by obtaining the

best available capital and by implementing complex restructuring

transactions. As part of our private capital advisory business, we

offer a range of liquidity and fundraising solutions to sponsors

and limited partners, and advise on both primary and secondary

capital raising. We also advise large institutional investors on the

sale of existing private equity limited partnership and co-

investment interests.

Equity Underwriting

We provide a broad range of equity financing capabilities and

equity capital solutions to businesses and their owners. These

capabilities include initial public offerings, follow-on offerings,

rights issues, block trades, accelerated book builds, equity-linked

products and corporate derivative solutions.

Debt Underwriting

We provide a wide range of debt capital raising and acquisition

financing capabilities to businesses, financial sponsors and

government entities. We help clients raise capital, carry out

refinancings, issue bonds, and access alternative and structured

finance solutions that optimize terms and minimize risk. These

offerings include both public and private debt, such as

investment grade debt, high yield bonds, leveraged loans,

municipal debt, emerging market debt, global structured notes,

preferred stock and mortgage-backed and other asset-backed

debt.

Other Investment Banking Activities

Jefferies Finance, our 50/50 joint venture with Massachusetts

Mutual Life Insurance Company, structures, underwrites and

syndicates primarily senior secured loans to corporate borrowers;

and manages proprietary and third-party investments composed

of both broadly syndicated and direct lending loans. Jefferies

Finance conducts its operations primarily through two business

lines, Leveraged Finance Arrangement and Asset Management.

In connection with its Leveraged Finance business, loans are

originated primarily through our investment banking efforts and

Jefferies Finance typically syndicates through us to third-party

investors substantially all of its arranged volume. The Asset

Management business, referred to as Jefferies Credit Partners, is

a multi-strategy credit platform that manages proprietary and

third-party capital invested across commingled funds, funds-of-

one, separately managed accounts, business development

companies and collateralized loan obligations. 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 Jefferies.

Jefferies Finance and its subsidiaries that are involved in

investment management are registered investment advisers with

the SEC.

Berkadia Commercial Mortgage Holding LLC is our commercial

real estate finance and investment sales joint venture with

Berkshire Hathaway, Inc. Berkadia originates commercial and

multifamily real estate loans that are sold to U.S. government

agencies or other investors with Berkadia generally retaining the

mortgage servicing rights. Berkadia also provides advisory

services in connection with sales of multifamily assets. Berkadia

is also 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.

Strategic Alliance with SMBC Group

In July 2021, we entered into a strategic alliance with Sumitomo

Mitsui Financial Group, Inc. (“SMFG”), 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. This relationship has

continued to expand, providing us with enhanced client

capabilities and supporting continued growth in our global

investment banking and capital markets business. Under our

alliance, we jointly pursue certain investment banking, capital

markets and financing opportunities and have expanded our

alliance beyond the United States to Europe and the Middle East,

Canada, Asia and Australia.

In September 2025, we announced that we have entered into a

Memorandum of Understanding with SMBC Group to establish a

joint venture in Japan to conduct together the principal aspects

of our wholesale Japanese equity research, sales and trading and

equity capital markets business, which we anticipate will begin in

January 2027. Additionally, our strategic alliance is expanding

joint coverage of larger sponsors and implement joint origination,

underwriting and execution for syndicated loans in Europe and

the Middle East.

At November 30, 2025, SMBC owns 15.7% of our common stock

on an as-converted basis and 14.3% on a fully-diluted, as-

converted, basis and the CEO of SMFG serves on our Board of

Directors. In September 2025, we agreed to allow SMBC Group to

increase its economic ownership to 20% (on as as-converted and

fully diluted basis), while maintaining less than 5% voting interest.

Equities

Equities Research, Capital Markets

We provide our clients leading advisory, distribution and solution-

based execution capabilities through equities research and sales

and trading across the global equities markets. These services

are delivered with key capabilities in cash equities, electronic

trading, equity derivatives, convertibles, prime services and

corporate access. We deliver high touch services and act as

agent, principal or market maker to provide clients with execution

quality in varying liquidity situations—providing clients with

bespoke insights and execution informed by our sector expertise.

Our equities electronic trading business provides our clients with

local expertise and innovative electronic trading solutions,

including customizable algorithms. We offer a full-service

coverage model and customized solutions in equity derivatives

and financing solutions and our convertibles platform is a market

leading franchise.

3	Jefferies Financial Group Inc.

Commissions or spread revenue is earned by executing, settling

and clearing transactions for clients across these markets in

equity and equity-related products, including common stock,

American depository receipts, global depository receipts,

exchange-traded funds, exchange-traded and over-the-counter

(“OTC”) equity derivatives, convertible and other equity-linked

products and closed-end funds. Our equity research, sales and

trading efforts are organized across the Americas, Europe and

the Middle East and Asia-Pacific and we continue to strengthen

our global footprint throughout these regions. Our clients are

primarily institutional market participants such as mutual funds,

hedge funds, investment advisors, pension and profit sharing

plans, and insurance companies. Through our global research

team and sales force, we maintain relationships with our clients,

distribute investment research and insights, trading ideas, market

information and analyses across a range of industries and

receive and execute client orders.

Prime Services

Our Prime Services business provides a full-service offering that

includes financing, business consulting and capital introduction

services, a robust technology platform, outsourced trading

solutions for both start-up and existing managers, strategic

content and thought leadership. Our prime brokerage services in

the U.S. provide hedge funds, money managers and registered

investment advisors with execution, financing, clearing, financing,

swaps, outsourced trading and reporting and administrative

services. Through our outsourced trading offering we provide a

global trading solution to all types of asset managers to enhance

their trading infrastructure and execution needs. Our platform is

fully self-clearing and provides global access to markets across

the world. We earn an interest spread equal to the difference

between the amount financed for clients and the amount we pay

for funds. We also borrow and lend securities versus cash or

liquid collateral and earn a net interest spread.

Wealth Management

We provide tailored wealth management services designed to

meet the needs of high net worth individuals, their families and

their businesses, private equity and venture funds and small

institutions.

Fixed Income

We provide clients unique fixed income insights and leading

global execution capabilities, working collaboratively across

markets to provide best-in-class trade execution. Jefferies’

facilitates client activity by making markets in a wide range of

fixed income securities, loans and derivative instruments to a

large and diversified group of clients including financial

institutions and corporates. We offer clients real-time actionable

insights and high and low touch execution as well as a range of

financing solutions tailored to our clients’ needs.

Our global capabilities across sales, trading and capital markets

cover credit products including loans, high yield and distressed

debt securities, investment grade securities, municipal securities

and structured finance transactions. Our emerging markets sales

and trading team actively participates in sovereign and corporate

fixed income markets in Latin America, Eastern Europe, the

Middle East, Africa and Asia. Our global structured solutions

business provides customized products in interest rates and

foreign exchange to investors as well as providing interest rate

and foreign currency hedging solutions to corporates. Our

securitized markets group structures, trades and provides

warehousing solutions for collateralized loan obligations (CLOs)

and asset-backed securities covering prime and non-conforming

residential mortgage-backed securities, U.S. agency residential

mortgage-backed securities and consumer loans as well as other

non-traditional collateral.

We provide execution, distribution, structuring and expertise in

the government and agency bond markets. Jefferies is

designated as a Primary Dealer for U.S. government securities

and is designated in similar capacities for several European

countries. Additionally, through the use of repurchase

agreements, we act as an intermediary between borrowers and

lenders of short-term funds and obtain funding for various of our

inventory positions. Our strategists and economists provide

ongoing commentary and analysis of the global fixed income

markets and provide ideas and analysis to clients across our

breadth of fixed income products.

Alternative Asset Management

We manage and provide services to a diverse group of alternative

asset management platforms across a spectrum of investment

strategies and asset classes.

We offer institutional clients an innovative range of investment

strategies through directly owned and affiliated managers and

offer investors opportunities to invest alongside us. Our products

are offered to pension funds, insurance companies, sovereign

wealth funds, endowments and other institutional investors

globally. The investment products range from multi-manager

products to niche equity long/short strategies to credit strategies,

among other strategies. We offer our affiliated asset managers

access to stable long-term capital, robust operational

infrastructure and global marketing and distribution. We often

invest seed or additional strategic capital for our own account in

the strategies offered by us and associated third-party asset

managers in which we have an interest.

Other Investments

Our legacy merchant banking portfolio includes Stratos Group

International, LLC (“Stratos”), provider of online foreign exchange

trading services; Tessellis S.p.A. (“Tessellis”), a

telecommunications company publicly listed on the Italian stock

exchange; HomeFed LLC (“HomeFed”), (real estate); investments

in certain public equity securities; and other investments in

private and public companies and asset management funds.

Human Capital

Our people make up the fabric of our firm, which is comprised of

diverse and innovative teams. We are focused on the durability,

health, and long-term growth and development of our business,

as well as our long-term contribution to our shareholders, clients,

employees, communities in which we live and work, and society

as a whole. Instrumental to all of this is our culture.

We have employees located throughout the world. As of

November 30, 2025, we had 7,787 employees globally across all

of our consolidated subsidiaries within our Investment Banking

and Capital Markets and Asset Management reportable

segments. Our workforce is distributed across our regions of the

Americas with 50%, Europe and the Middle East with 36%, and

Asia-Pacific with 14%. We employ 5,990 within our Investment

Banking advisory and underwriting businesses, Fixed Income and

Equity Capital Markets businesses, and Alternative Asset

Management business. In addition, 1,797 individuals are

employees of our Stratos, Tessellis, HomeFed and M Science

subsidiaries.

November 2025 Form 10-K	4

Talent and Recruiting

In order to compete effectively and continue to provide best-in-

class service to our clients, we must attract and retain highly

talented professionals. Our core workforce is predominately

composed of employees in roles within investment banking,

sales, trading, research and other revenue producing and

supporting roles for those businesses. We believe that our

culture, our effort to maintain a meritocracy in terms of

opportunity and compensation, and our continued evolution and

growth contribute to our success in attracting and retaining

strong talent.

We value continued training and development for all employees.

We seek to equip our people at all stages in their careers with the

tools necessary to become thoughtful and effective

professionals. We offer customized, year-long training

curriculums across all divisions and title levels globally, focused

on enhancing skillsets, professional development and

management best practices. Our programs comprise both

internal leaders and best-in-class external experts facilitating our

trainings. We also offer mentoring initiatives, including our

firmwide Cross-Divisional Mentoring Program, Career Advisory

Program, New Hire Buddy Program, and Managing Director

Mentoring. To supplement our in-person learning model, we also

offer on-demand training to all of our employees via a digital

learning platform.

Wellness

In addition to training and development programs, we continue to

be focused on the mental and physical well-being of our

employees. We host global wellness webinars led by mental

health experts, provide confidential 1:1 wellness and nutritional

counseling, host monthly group fitness classes and offer a

variety of tailored wellness content for “Mental Health Awareness

Month” in May and “World Mental Health Day” in October. The

events for these two initiatives include training sessions with

world-class psychologists on managing stress and well-being,

supporting the mental health of friends, family and colleagues,

emotional regulation and physical fitness initiatives.

Culture and Community

The foundation of our culture is our approach to building

community and fostering engagement, which is summed up in

our Corporate Social Responsibility Principle: Respect People. We

believe that innovation and thought leadership thrive when

individuals feel connected, valued and empowered. We have

implemented a number of policies and measures focused on

non-discrimination, sexual harassment prevention, health and

safety and training and education. We have strong internal

partnerships engaging eight global Employee Resource Groups

(ERGs) that support a collaborative workplace. Our ERG Council,

co-sponsored by Rich Handler, our CEO, and Brian Friedman, our

President, gives our Employee Resource Groups a platform to

come together and discuss best practices, as well as collaborate

on firmwide initiatives.

We have also made a commitment to building a culture that

provides opportunities for all employees regardless of our

differences. As a result, we are able to pool our collective insights

and intelligence to provide fresh and innovative thinking for our

clients. Our strategy focuses on fostering inclusive leadership,

building inclusive teams, developing our leaders, fostering

community and belonging and client and community

engagement.

Our Board has a Culture and Community Committee, which,

among other things, oversees the sustainability matters arising

from our business and includes oversight over the Company’s

efforts to build upon our culture. The Culture and Community

Committee demonstrates our and the Board’s ongoing

commitment to fostering a culture of engagement and of

supporting communities in which we operate.

We encourage you to review our Culture and Community Report

(located on our website) for more detailed information regarding

our human capital programs and initiatives. Nothing on our

website, including the Culture and Community Report or sections

thereof, is deemed incorporated by reference into this Report. In

addition, for discussion of the risks relating to our ability to

attract, develop and retain highly skilled and productive

employees, refer to “Part 1. Item 1A. Risk Factors.”

Employee Benefits

Our benefits are designed to attract, support and retain

employees by providing employees and their spouses, partners

and families with health and wellness programs (medical, dental,

vision and behavioral), retirement wealth accumulation, paid time

off, income replacement (paid sick and disability leaves and life

insurance) and family-oriented benefits (parental leaves and

childcare assistance). We also provide all our employees with

benefits to support inclusive fertility health and family-forming

benefits, including coaching for individuals going out and

returning from primary caregivers leave globally. We have

continued to broaden our inclusive benefits offering by adding

menopause support as well. We also endeavor to provide

location specific health club, transportation and employee

discounts.

Giving Back to Community

The firm is committed to giving back to our communities. In

2025, we donated approximately $19.0 million to organizations

across a number of Jefferies-supported charitable initiatives.

Additionally, through our Employee Resource Groups, employees

have created lasting partnerships by volunteering time to support

several of these charitable partners.

Competition

All aspects of our business are intensely competitive. We

compete primarily with large global bank holding companies that

engage in investment banking and capital markets activities as

one of their lines of business and that have greater capital and

resources than we do. We also compete against other broker-

dealers, asset managers and boutique firms. We believe the

principal factors driving our competitiveness include our ability to

provide differentiated insights to our clients that lead to better

business outcomes, to attract, retain and develop skilled

professionals and to deliver a competitive breadth of high-quality

service offerings; our vast global footprint; the depth and breadth

of our capabilities in Investment Banking and Capital Markets;

and our ability to maintain a flat, nimble and entrepreneurial

culture built on immediacy and client service.

Regulation

Regulation in the United States. The financial services industry in

which we operate is subject to extensive regulation. As a publicly

traded company and through our investment bank, investment

management and derivative businesses in the U.S., we are

subject to the jurisdiction of the Securities and Exchange

Commission (“SEC”). In the U.S., the SEC is the federal agency

responsible for the administration of federal securities laws, and

the Commodity Futures Trading Commission (“CFTC”) is the

federal agency responsible for the administration of laws relating

to commodity interests. In addition, we are subject to regulation

5	Jefferies Financial Group Inc.

by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and

the National Futures Association (“NFA”) and our municipal

securities activities are subject to regulation by the Municipal

Securities Rulemaking Board (“MSRB”). In addition to federal

regulation, we are subject to state securities regulations in each

state and U.S. territory in which we conduct securities or

investment advisory activities and to regulation by the securities

exchanges and execution facilities of which we are a member.

The SEC, FINRA, CFTC, NFA and state securities regulators

conduct periodic examinations of broker-dealers, investment

advisors, futures commission merchants (“FCMs”), swap dealers,

security-based swap dealers (“SBS dealers”) and over the counter

derivatives dealer (“OTCDD”). The designated examining

authority for Jefferies LLC’s activities as a broker-dealer is FINRA,

and the designated self-regulatory organization (“DSRO”) for

Jefferies LLC’s non-clearing FCM activities is the NFA. As it

pertains to Jefferies Financial Services Inc. (“JFSI”), the

designated examining authority for its activities as an SEC

registered SBS dealer and OTCDD is the SEC and the DSRO for its

activities as a swap dealer registered with the CFTC is the NFA.

SEC, FINRA, MSRB, SRO and state securities regulations cover all

aspects of the securities business, including sales and trading

methods, trade practices among broker-dealers, use and

safekeeping of customers’ funds and securities, capital structure

and requirements, anti-money laundering efforts, recordkeeping

and the conduct of broker-dealer personnel including officers and

employees. Registered investment advisors are subject to,

among other requirements, SEC regulations concerning

marketing, transactions with affiliates, custody of client assets,

disclosures to clients, conflict of interest, insider trading and

recordkeeping; and investment advisors that are also registered

as commodity trading advisors or commodity pool operators are

also subject to regulation by the CFTC and the NFA. Additional

legislation, changes in rules promulgated by the SEC, FINRA,

CFTC, NFA and other SROs of which the broker-dealer is a

member, and state securities regulators, or changes in the

interpretation or enforcement of existing laws or rules may

directly affect our operations and profitability. The SEC, CFTC,

FINRA, NFA, state securities regulators and state attorneys

general may conduct administrative proceedings or initiate civil

litigation that can result in adverse consequences for Jefferies

LLC, JFSI, and its affiliated entities, including affiliated

investment advisors, as well as its and their officers and

employees (including, without limitation, injunctions, censures,

fines, suspensions, directives that impact business operations

(including proposed expansions), membership expulsions, or

revocations of licenses and registrations).

The investment advisers responsible for the Jefferies’ investment

management businesses are all registered as investment

advisers with the SEC or rely upon the registration of an affiliated

adviser, and all are currently exempt from registration as

Commodity Pool Operators and Commodity Trading Advisors.

Registered investment advisers are subject to the requirements

of the Advisers Act and the regulations promulgated thereunder.

Such requirements relate to, among other things, fiduciary duties

to clients, maintaining an effective compliance program,

operational and marketing requirements, disclosure obligations,

conflicts of interest, fees and prohibitions on fraudulent

activities. The investment activities are also subject to regulation

under the Securities Exchange Act of 1934, as amended, the

Securities Act of 1933, as amended, the Investment Company Act

of 1940, as amended (the “Investment Company Act”) and

various other statutes, as well as the laws of the fifty states and

the rules of various United States and non-United States

securities exchanges and self-regulatory organizations, including

laws governing trading on inside information, market

manipulation and a broad number of technical requirements (e.g.,

options and futures position limits, execution requirements and

reporting obligations) and market regulation policies in the United

States and globally. Congress, regulators, tax authorities and

others continue to explore and implement regulations governing

all aspects of the financial services industry. Pursuant to

systemic risk reporting requirements adopted by the SEC,

Jefferies’ affiliated registered investment advisers with private

investment fund clients are required to report certain information

about their investment funds to the SEC.

Regulatory Capital Requirements. Several of our regulated entities

are subject to financial capital requirements that are set by

applicable local regulations.

Jefferies LLC is a dually registered broker-dealer and FCM and is

required to maintain net capital in excess of the greater of the

SEC or CFTC minimum financial requirements. The SEC’s

Uniform Net Capital Rule 15c3-1 (the “Net Capital Rule”) specifies

the minimum level of net capital a broker-dealer must maintain

and also requires that a significant part of a broker-dealer's

assets be kept in relatively liquid form. The SEC and various self-

regulatory organizations impose rules that require notification

when net capital falls below certain predefined criteria, limit the

ratio of subordinated debt to equity in the regulatory capital

composition of a broker-dealer and constrain the ability of a

broker-dealer to expand its business under certain

circumstances. Jefferies LLC has elected to compute its

minimum net capital requirement in accordance with the

“Alternative Net Capital Requirement” as permitted by the Net

Capital Rule, which provides that a broker-dealer shall not permit

its net capital, as defined, to be less than the greater of 2% of its

aggregate debit balances (primarily customer-related

receivables) or $250,000 ($1.5 million for prime brokers, as

applicable to Jefferies LLC).

Compliance with the Net Capital Rule could limit Jefferies LLC’s

operations, such as underwriting and trading activities and

financing customers’ prime brokerage or other margin activities

that could require the use of significant amounts of capital or

limit its ability to engage in certain financing transaction.

Compliance may also restrict its ability (i) to make payments of

dividends, withdrawals or similar distributions or payments to a

stockholder/parent or other affiliate, (ii) to make a redemption or

repurchase of shares of stock, or (iii) to make an unsecured loan

or advance to such shareholders or affiliates. As a carrying/

clearing broker-dealer, FINRA could impose higher minimum net

capital requirements than required by the SEC and could restrict

Jefferies LLC from expanding business or to reduce its business

activities. As a non-clearing FCM, Jefferies LLC is also required to

maintain minimum adjusted net capital of $1.0 million under

CFTC rules.

As a registered broker dealer that clears and carries customer

accounts and proprietary accounts of brokers or dealers

(commonly referred to as “PAB”), Jefferies LLC is subject to the

customer and PAB reserve provisions under SEC Rule 15c3-3 and

is required to compute a separate reserve formula requirements

for customer and PAB accounts and deposit cash or qualified

securities into separate special reserve bank account for the

exclusive benefit of customers and PAB.

November 2025 Form 10-K	6

Jefferies LLC is also subject to the Securities Investor Protection

Act and is required by federal law to be a member of the

Securities Investors Protection Corporation (“SIPC”). The SIPC

oversees the liquidation of broker-dealers during liquidation or

financial distress. The SIPC fund provides protection for cash

and securities held in client accounts up to $500,000 per client,

with a limitation of $250,000 on claims for cash balances.

JFSI as an SBS dealer, and OTCDD and swap dealer registered

with the CFTC is required to comply with the SEC and CFTC

capital rules for SBS dealers and swap dealers, respectively.

Further, as an OTCDD, JFSI is subject to compliance with the

SEC’s net capital requirements. As an SEC registered OTCDD and

security-based swap dealer, JFSI is subject to rules regarding

capital, segregation and margin requirements. The CFTC and

NFA have also adopted similar swap dealer capital rules. Under

the rules there are minimum capital requirements for an entity

that acts as a dealer in SBS or swaps, of $100 million in tentative

net capital and the greater of $20 million or 2% of a risk margin

amount (that the SEC could, in the future, increase up to 4% or

8%) of a risk margin amount in net capital. The risk margin

amount for the SEC means the sum of (i) the total initial margin

required to be maintained by the SEC-registered SBS dealer at

each clearinghouse with respect to SBS or swap transactions

cleared for SBS or swap customers and (ii) the total initial margin

amount calculated by the SEC-registered SBS dealer with respect

to non-cleared SBS and swaps under the SEC rules. The risk

margin amount for the CFTC means the total initial margin

amount calculated by the CFTC-registered swap dealer with

respect to non-cleared SBS and swaps under the CFTC rules.

For additional information refer to Item 1A. Risk Factors -

“Legislation and regulation may significantly affect our business.”

Jefferies Financial Group Inc. is not subject to any regulatory

capital rules.

Refer to Net Capital within Item 7. Management’s Discussion and

Analysis and Note 21, Regulatory Requirements in this Annual

Report on Form 10-K for additional discussion of net capital

calculations.

Regulation outside the United States. We are an active participant

in the international capital markets and provide investment

banking services in Europe and the Middle East and Asia-Pacific.

Jefferies International Limited, which is the principal operating

subsidiary of Jefferies in the U.K., maintains regulatory capital

aligned with the two key regulatory pillars. Pillar 1 is its own

funds requirement which represents the highest of the

permanent minimum capital requirement, fixed overheads

requirement and k-factor requirements set out in the Investment

Firms Prudential Regime under the Financial Conduct Authority’s

(“FCA”) MIFIDPRU sourcebook, while Pillar 2 pertains to the

International Capital Adequacy and Risk Assessment process

whereby Jefferies International Limited ensures that it maintains

capital in excess of minimum regulatory capital requirements

under both normal and stressed conditions. Our international

subsidiaries are subject to extensive regulations proposed,

promulgated and enforced by, among other regulatory bodies, the

European Commission and European Supervisory Authorities

(including the European Banking Authority and European

Securities and Market Authority), the U.K. Financial Conduct

Authority, the German Federal Financial Supervisory Authority, the

Canadian Investment Regulatory Organization, the Swiss

Financial Market Supervisory Authority, the Dubai Financial

Services Authority, the Hong Kong Securities and Futures

Commission, the Japan Financial Services Agency, the Monetary

Authority of Singapore, the Australian Securities and Investments

Commission and the Securities and Exchange Board of India.

Every country in which we do business imposes upon us laws,

rules and regulations similar to those in the U.S., including with

respect to some form of capital adequacy rules, customer

protection rules, data protection regulations, anti-money

laundering and anti-bribery rules, compliance with other

applicable trading and investment banking regulations and

similar regulatory reform.

Item 1A. Risk Factors

Factors Affecting Our Business

The following factors describe some of the assumptions, risks,

uncertainties and other factors that could adversely affect our

business or that could necessitate unforeseen changes to the

ways we operate our businesses or could otherwise result in

changes that differ materially from our expectations. In addition

to the specific factors mentioned in this report, we may also be

affected by other factors that affect businesses generally, such

as global or regional changes in economic, business or political

conditions, acts of war, terrorism, pandemics, climate change,

and natural disasters.

Credit, Market and Liquidity Risks

Our business is subject to significant credit risk.

In the normal course of our businesses, we are involved in the

execution, settlement and financing of various customer and

principal securities and derivative transactions. These activities

are transacted on a cash, margin or delivery-versus-payment

basis and are subject to the risk of counterparty or customer

nonperformance. Even when transactions are collateralized by

the underlying security or other securities, we still face the risks

associated with changes in the market value of the collateral

through settlement date or during the time when margin is

extended and collateral has not been secured or the counterparty

defaults before collateral or margin can be adjusted. We may

also incur credit risk in our derivative transactions to the extent

such transactions result in uncollateralized credit exposure to our

counterparties.

We seek to control the risk associated with these transactions by

establishing and monitoring credit limits and by monitoring

collateral and transaction levels daily. We may require

counterparties to deposit additional collateral or return collateral

pledged. In certain circumstances, we may, under industry

regulations, purchase the underlying securities in the market and

seek reimbursement for any losses from the counterparty.

However, there can be no assurances that our risk controls will

be successful.

We are exposed to significant market risk and our principal

trading and investments expose us to risk of loss.

Market risk generally represents the risk that values of assets

and liabilities or revenues will be adversely affected by changes

in market conditions. Market risk is inherent in the financial

instruments associated with our operations and activities,

including trading account assets and liabilities, loans, securities,

short-term borrowings, corporate debt and derivatives. Market

conditions that change from time to time, thereby exposing us to

market risk, include fluctuations in interest rates, equity prices,

relative exchange rates, and price deterioration or changes in

value due to changes in market perception or actual credit quality

of an issuer.

7	Jefferies Financial Group Inc.

In addition, disruptions in the liquidity or transparency of the

financial markets may result in our inability to sell, syndicate or

realize the value of security positions, thereby leading to

increased concentrations. The inability to reduce our positions in

specific securities may not only increase the market and credit

risks associated with such positions, but also increase capital

requirements, which could have an adverse effect on our

business, results of operations, financial condition and liquidity.

A considerable portion of our revenues is derived from trading in

which we act as principal. We may incur trading losses relating to

the purchase, sale or short sale of fixed income, high yield,

international, convertible and equity securities, loans, derivative

contracts and commodities for our own account. In any period,

we may experience losses on our inventory positions as a result

of the level and volatility of equity, fixed income and commodity

prices (including oil prices), lack of trading volume and illiquidity.

From time to time, we may engage in a large block trade in a

single security or maintain large position concentrations in a

single security, securities of a single issuer, securities of issuers

engaged in a specific industry or securities from issuers located

in a particular country or region. In general, because our inventory

is marked to market on a daily basis, any adverse price

movement in these securities could result in a reduction of our

revenues and profits. In addition, we may engage in hedging

transactions that if not successful, could result in losses.

Increased market volatility may also impact our revenues as

transaction activity in our investment banking and capital

markets sales and trading businesses can be negatively

impacted in a volatile market environment.

Refer to Management’s Discussion and Analysis of Financial

Condition and Results of Operations-Risk Management within

Part II, Item 7. of this Annual Report on Form 10-K for additional

discussion.

A credit-rating agency downgrade could significantly impact our

business.

The cost and availability of financing generally are impacted by

(among other things) our credit ratings. If any of our credit

ratings were downgraded, or if rating agencies indicate that a

downgrade may occur, our business, financial position and

results of operations could be adversely affected and

perceptions of our financial strength could be damaged, which

could adversely affect our client relationships. Additionally, we

intend to access the capital markets and issue debt securities

from time to time, and a decrease in our credit ratings or outlook

could adversely affect our liquidity and competitive position,

increase our borrowing costs, decrease demand for our debt

securities and increase the expense and difficulty of financing

our operations. In addition, 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. Such a

downgrade could also negatively impact the prices of our debt

securities. There can be no assurance that our credit ratings will

not be downgraded.

As a holding company, we are dependent for liquidity from

payments from our subsidiaries, many of which are subject to

restrictions.

As a holding company, we depend on dividends, distributions and

other payments from our subsidiaries to fund payments on our

obligations, including debt obligations. Several of our

subsidiaries, particularly our broker-dealer subsidiaries and swap

dealer subsidiary, are subject to regulations that limit or restrict

dividend payments or reduce the availability of the flow of funds

from those subsidiaries to us. In addition, our broker-dealer

subsidiaries and swap dealer subsidiary are subject to

restrictions on their ability to lend or transact with affiliates and

are required to maintain minimum regulatory capital

requirements. These regulations may hinder our ability to access

funds that we may need to make payments to fulfill obligations.

From time to time, we may invest in securities that are illiquid or

subject to restrictions.

From time to time, we may invest in securities that are subject to

restrictions which prohibit us from selling the securities for a

period of time. Such agreements may limit our ability to generate

liquidity quickly through the disposition of the underlying

investment while the agreement is effective.

Economic Environment Risks

We may incur losses as a result of unforeseen or catastrophic

events, including the emergence of a pandemic, cybersecurity

incidents and events, terrorist attacks, war, trade policies,

military conflict, climate-related incidents or other natural

disasters.

The occurrence of unforeseen or catastrophic events, including

the emergence of a pandemic, such as COVID-19, or other

widespread health emergency (or concerns over the possibility of

such an emergency), cybersecurity incidents and events, terrorist

attacks, war, trade policies, military conflict, could create

economic and financial disruptions, and could lead to operational

difficulties (including travel limitations) that could impair our

ability to manage our businesses. For instance, the spread of

illnesses or pandemics has, and could in the future, cause illness,

quarantines, various shutdowns, reduction in business activity

and financial transactions, labor shortages, supply chain

interruptions and overall economic and financial market

instability. In addition, geopolitical and military conflict and war

between Russia and Ukraine and Hamas and Israel have and

could continue to result in instability and adversely affect the

global economy or specific markets, which could continue to

have an adverse impact or cause volatility in the financial

services industry generally or on our results of operations and

financial conditions. In addition, these geopolitical tensions can

cause an increase in volatility in commodity and energy prices,

creating supply chain issues, and causing instability in financial

markets. Sanctions imposed by the United States and other

countries in response to such conflict could further adversely

impact the financial markets and the global economy, and any

economic countermeasures by the affected countries or others,

could exacerbate market and economic instability. While 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,

the specific consequences of the conflict in Ukraine on our

business is difficult to predict at this time. Likewise, our

investments and assets in our growing Israeli business could be

negatively affected by consequences from the geopolitical and

military conflict in the region. In addition to inflationary pressures

affecting our operations, we may also experience an increase in

cyberattacks against us and our third-party service providers

from Russia, Hamas or their allies.

Climate change concerns and incidents or other natural disasters

could disrupt our businesses, adversely affect the profitability of

certain of our investments, adversely affect client activity levels,

adversely affect the creditworthiness of our counterparties and

damage our reputation.

November 2025 Form 10-K	8

Climate change may cause extreme weather events that disrupt

operations at one or more of our or our customer’s or client’s

locations, which may negatively affect our ability to service and

interact with our clients, and also may adversely affect the value

of certain of our investments, including our real estate

investments. Climate change, as well as uncertainties related to

the transition to a lower carbon dependent economy, may also

have a negative impact on the financial condition of our clients,

which may decrease revenues from those clients and increase

the credit risk associated with loans and other credit exposures

to those clients. Additionally, our reputation and client

relationships may be damaged as a result of our involvement, or

our clients’ involvement, in certain industries or projects

associated with causing or exacerbating climate change, as well

as any decisions we make to continue to conduct or change our

activities in response to considerations relating to climate

change.

New regulations or guidance relating to climate change and the

transition to a lower carbon dependent economy, as well as the

perspectives of shareholders, employees and other stakeholders

regarding climate change, may affect whether and on what terms

and conditions we engage in certain activities or offer certain

products, as well as impact our business reputation and efforts

to recruit and retain employees and customers.

Abrupt changes in market and general economic conditions have

in the past adversely affected, and may in the future adversely

affect, our business and profitability and cause volatility in our

results of operations.

Economic and market conditions have had, and will continue to

have, a direct and material impact on our results of operations

and financial condition because performance in the financial

services industry is heavily influenced by the overall strength of

general economic conditions and financial market activity.

Our investment banking revenue, in the form of advisory services

and underwriting, is directly related to general economic

conditions and corresponding financial market activity. When the

outlook for such economic conditions is uncertain or negative,

financial market activity generally tends to decrease, which

reduces our investment banking revenues. Reduced expectations

of U.S. economic growth or a decline in the global economic

outlook could cause financial market activity to decrease and

negatively affect our investment banking revenues.

A sustained and continuing market downturn could lead to or

exacerbate declines in the number of securities transactions

executed for clients and, therefore, to a decline in the revenues

we receive from commissions and spreads. Correspondingly, a

reduction of prices of the securities we hold in inventory or as

investments would lead to reduced revenues.

Revenues from our asset management businesses have been

and may continue to be negatively impacted by declining

securities prices, as well as widely fluctuating securities prices.

Because our asset management businesses hold long and short

positions in equity and debt securities, changes in the prices of

these securities, as well as any decrease in the liquidity of these

securities, may materially and adversely affect our revenues from

asset management.

Similarly, our other investments businesses may suffer from the

above-mentioned impacts of fluctuations in economic and

market conditions, including reductions in business activity and

financial transactions, labor shortages, supply chain interruptions

and overall economic and financial market instability. In addition,

other factors, most of which are outside of our control, can affect

our businesses, including the state of the real estate market, the

state of the Italian telecommunications market, and the state of

international market and economic conditions which impact

trading volume and currency volatility, and changes in regulatory

requirements.

In addition, global economic conditions and global financial

markets remain vulnerable to the potential risks posed by certain

events, which could include, among other things, the level and

volatility of interest rates, the availability and market conditions

of financing, economic growth or its sustainability, unforeseen

changes to gross domestic product, inflation, energy prices,

fluctuations or other changes in both debt and equity capital

markets and currencies, political and financial uncertainty in the

United States and the European Union, foreign trade restrictions,

ongoing concern about Asia’s economies, global supply

disruptions, complications involving terrorism and armed

conflicts around the world (including the conflict between Russia

and Ukraine, and Hamas and Israel, or other challenges to global

trade or travel, such as those that occur due to a pandemic).

More generally, because our business is closely correlated to the

general economic outlook, a significant deterioration in that

outlook or realization of certain events would likely have an

immediate and significant negative impact on our business and

overall results of operations.

Changing financial, economic and political conditions could result

in decreased revenues, losses or other adverse consequences.

Global or regional changes in the financial markets or economic

and political conditions could adversely affect our business in

many ways, including the following:

•A market downturn, potential recession and high inflation, as

well as declines in consumer confidence and an increase in

unemployment rates, could lead to a decline in the volume of

transactions executed for customers and, therefore, to a

decline in the revenues we receive from commissions and

spreads. Any such economic downturn, volatile business

environment, hostile third-party action or continued

unpredictable and unstable market conditions could adversely

affect our general business strategies;

•Unfavorable conditions or changes in general political,

economic or market conditions could reduce the number and

size of transactions in which we provide underwriting, financial

advisory and other services. Our investment banking revenues,

in the form of financial advisory, underwriting or placement

fees, are directly related to the number and size of the

transactions in which we participate and could therefore be

adversely affected by unfavorable financial, economic or

political conditions. In particular, the increasing trend toward

sovereign protectionism and de-globalization has resulted or

could result in decreases in free trade, erosion of traditional

international coalitions, the imposition of sanctions, tariffs or

other trade restrictions, governmental closures and no-

confidence votes, domestic and international strife, and

general market upheaval in response to such events, all of

which could negatively impact our business;

•Adverse changes in the securities markets could lead to a

reduction in revenues from asset management fees and losses

on our own capital invested in managed funds. Even in the

absence of a market downturn, below-market investment

performance by our funds and portfolio managers could

reduce asset management revenues and assets under

management and result in reputational damage that might

make it more difficult to attract new investors;

9	Jefferies Financial Group Inc.

•Adverse changes in the financial markets could lead to

regulatory restrictions that may limit or halt certain of our

business activities;

•Limitations on the availability of credit can affect our ability to

borrow on a secured or unsecured basis, which may adversely

affect our liquidity and results of operations. Global market and

economic conditions have been particularly disrupted and

volatile in the last several years and may be in the future. Our

cost and availability of funding could be affected by illiquid

credit markets and wider credit spreads;

•New or increased taxes on compensation payments such as

bonuses may adversely affect our profits;

•Should one of our clients or competitors fail, our business

prospects and revenue could be negatively impacted due to

negative market sentiment causing clients to cease doing

business with us and our lenders to cease loaning us money,

which could adversely affect our business, funding and

liquidity;

•Unfavorable economic conditions could have an adverse effect

on the demand for new loans and the servicing of loans

originated by third-parties, which would have an adverse

impact on the operations and profitability of some of our

financial services businesses.

Operational Risks

We may incur losses if our risk management is not effective.

We seek to monitor and control our risk exposure. Our risk

management processes and procedures are designed to limit our

exposure to acceptable levels as we conduct our business. We

apply a comprehensive framework of limits on a variety of key

metrics to constrain the risk profile of our business activities.

These limits reflect our risk tolerances for business activity. Our

framework includes inventory position and exposure limits on a

gross and net basis, scenario analysis and stress tests, Value-at-

Risk, sensitivities, exposure concentrations, aged inventory, the

amount of Level 3 assets, counterparty exposure, leverage, cash

capital and performance analysis. Refer to Management’s

Discussion and Analysis of Financial Condition and Results of

Operations - Risk Management within Part II. Item 7. of this

Annual Report on Form 10-K for additional discussion. While we

employ various risk monitoring and risk mitigation techniques,

those techniques and the judgments that accompany their

application, including risk tolerance determinations, cannot

anticipate every economic and financial outcome or the specifics

and timing of such outcomes. As a result, we may incur losses

notwithstanding our risk management processes and

procedures.

The ability to attract, develop and retain highly skilled and

productive employees is critical to the success of our business.

Our ability to develop and retain our clients depends on the

reputation, judgment, business generation capabilities and skills

of our professionals. To compete effectively, we must attract,

retain and motivate qualified professionals, including successful

investment bankers, sales and trading professionals, research

professionals, portfolio managers and other revenue producing

or specialized personnel, in addition to qualified, successful

personnel in functional, non-revenue producing roles.

Competitive pressures we experience with respect to employees

could have an adverse effect on our business, results of

operations, financial condition and liquidity.

Turnover in the financial services industry is high. The cost of

retaining skilled professionals in the financial services industry

has escalated considerably. Financial industry employers are

increasingly offering guaranteed contracts, upfront payments and

increased compensation. These can be important factors in a

current employee’s decision to leave us as well as in a

prospective employee’s decision to join us. As competition for

skilled professionals in the industry remains intense, we may

have to devote significant resources to attracting and retaining

qualified personnel.

If we were to lose the services of certain of our professionals, we

may not be able to retain valuable relationships and some of our

clients could choose to use the services of a competitor instead

of our services. If we are unable to retain our professionals or

recruit additional professionals, our reputation, business, results

of operations and financial condition will be adversely affected.

Further, new business initiatives and efforts to expand existing

businesses frequently require that we incur compensation and

benefits expense before generating additional revenues.

Moreover, companies in our industry whose employees accept

positions with competitors often claim that those competitors

have engaged in unfair hiring practices. We may be subject to

such claims in the future as we seek to hire qualified personnel

who have worked for our competitors. Some of these claims may

result in material litigation. We could incur substantial costs in

defending against these claims, regardless of their merits. Such

claims could also discourage potential employees who work for

our competitors from joining us.

We face increasing competition in the financial services industry.

We operate in an intensely competitive market with other global

bank holding companies that engage in investment banking and

capital markets activities as one of their lines of business and

that have greater capital and resources than we do. We also

compete against other banks, broker-dealers, asset managers

and boutique firms on both a global and regional basis. There is

also growing pressure to provide services at lower fees to appeal

to clients, which may impact our ability to effectively compete.

Operational risks may disrupt our business, result in regulatory

action against us or limit our growth.

Our businesses are highly dependent on our ability to process

and settle, on a daily basis, a large number of transactions across

numerous and diverse markets in many currencies, and the

transactions we process have become increasingly complex. If

any of our financial, accounting or other data processing systems

do not operate properly, or are disabled, or if there are other

shortcomings or failures in our internal processes, people or

systems, we could suffer an impairment to our liquidity, financial

loss, a disruption of our businesses, liability to clients, regulatory

intervention or reputational damage. These systems may fail to

operate properly or become disabled as a result of events that

are wholly or partially beyond our control, including a disruption

of electrical or communications services or our inability to

occupy one or more of our buildings. The inability of our systems

to accommodate an increasing volume and complexity of

transactions could also constrain our ability to expand our

businesses.

Certain of our financial and other data processing systems rely

on access to and the functionality of operating systems

maintained by third-parties. If the accounting, trading or other

data processing systems on which we are dependent are unable

to meet increasingly demanding standards for processing and

security or, if they fail or have other significant shortcomings, we

could be adversely affected. Such consequences may include our

inability to effect transactions and manage our exposure to risk.

November 2025 Form 10-K	10

In addition, despite the contingency plans we have in place, our

ability to conduct business may be adversely impacted by a

disruption in the infrastructure that supports our businesses and

the communities in which they are located. This may include a

disruption involving electrical, communications, transportation or

other services used by us or third-parties with which we conduct

business.

Any cyber attack, cybersecurity incident, or other information

security breach of, or vulnerability in, our technology systems, or

those of our clients, partners, counterparties, or other third-party

service providers we rely on, could have operational impacts,

subject us to significant liability and harm our reputation.

Our operations rely heavily on the secure processing, storage and

transmission of financial, personal and other information in our

computer systems and networks. In recent years, there have

been several highly publicized incidents involving financial

services companies and their service providers reporting the

unauthorized disclosure of client or other confidential

information, as well as cyber attacks involving theft,

dissemination and destruction of corporate information or other

assets, which in some cases occurred as a result of failure to

follow procedures by employees or contractors or as a result of

actions by third-parties. Cyber attacks can originate from a

variety of sources, including foreign governments and third-

parties affiliated with them, organized crime or terrorist

organizations, and malicious individuals both outside and inside

a targeted company, including through use of relatively new

artificial intelligence (“AI”) tools or methods that can be used to

create deepfakes for impersonation or to enable attack

campaigns more quickly and effectively. Retaliatory acts by

Russia, Hamas or their allies in response to economic sanctions

or other measures taken by the global community arising from

the Russia-Ukraine and Hamas-Israel conflicts, as well as other

acts by nation states or their allies in the context of other

geopolitical conflicts or tensions, could result in an increased

number and/or severity of cyber attacks. Malicious actors may

also attempt to compromise or induce our employees, clients or

other users of our systems to disclose sensitive information or

provide access to our data, and these types of risks may be

difficult to detect or prevent.

Like other financial services firms, we and our third-party service

providers have been the target of cyber attacks. Although we and

our service providers regularly defend against, respond to and

mitigate the risks of cyberattacks, cybersecurity incidents among

financial services firms and industry generally are on the rise. We

are not aware of any material losses we have incurred relating to

cyber attacks or other information security breaches. The

techniques and malware used in these cyber attacks and

cybersecurity incidents are increasingly sophisticated, change

frequently and are often not recognized until launched because

they are novel. Although we monitor the changing cybersecurity

risk environment and seek to maintain reasonable security

measures, including a suite of authentication and layered

information security controls, no security measures are infallible,

and we cannot guarantee that our safeguards will always work or

that they will detect, mitigate or remediate these risks in a timely

manner. Despite our implementation of reasonable security

measures and endeavoring to modify them as circumstances

warrant, our computer systems, software and networks may be

vulnerable to spam attacks, unauthorized access, distributed

denial of service attacks, ransomware, computer viruses and

other malicious code, impersonation campaigns as well as

human error, natural disaster, power loss, and other events that

could damage our reputation, impact the security and stability of

our operations, and expose us to class action lawsuits and

regulatory investigation, action, and penalties, and significant

liability.

We also rely on numerous third-party service providers to

conduct other aspects of our business operations and we face

similar risks relating to them. While we evaluate the information

security programs and defenses of third-party vendors, we

cannot be certain that our reviews and oversight will identify all

potential information security weaknesses or that our vendors’

information security protocols are or will be sufficient to

withstand or adequately respond to a cyber attack, cybersecurity

incident or other information security breach. In addition, in order

to access our products and services, or trade with us, our

customers and counterparties may use networks, computers and

other devices that are beyond our security control systems and

processes.

Notwithstanding the precautions we take, if a cyber attack,

cybersecurity incident, or other information security breach were

to occur, this could jeopardize the information we confidentially

maintain, or otherwise cause interruptions in our operations or

those of our clients and counterparties, exposing us to liability.

As attempted attacks continue to evolve in scope and

sophistication, we may be required to expend substantial

additional resources to modify or enhance our reasonable

security measures, to investigate and remediate vulnerabilities or

other exposures or to communicate about cyber attacks,

cybersecurity incidents or other information security breaches to

our customers, partners, third-party service providers and

counterparties. Though we have insurance against some cyber

risks and attacks, we may be subject to litigation and financial

losses that exceed our insurance policy limits or are not covered

under any of our current insurance policies. A technological

breakdown could also interfere with our ability to comply with

financial reporting and other regulatory requirements, exposing

us to potential disciplinary action by regulators. Successful cyber

attacks, cybersecurity incidents or other information security

breaches at other large financial institutions or other market

participants, whether or not we are affected, could lead to a

general loss of customer confidence in financial institutions that

could negatively affect us, including harming the market

perception of the effectiveness of our security measures or the

financial system in general, which could result in a loss of

business.

Further, in light of the high volume of transactions we process,

the large number of our clients, partners and counterparties, and

the increasing sophistication of malicious actors that may

employ increasingly sophisticated methods such as new artificial

intelligence tools, a cyber attack, cybersecurity incident, or other

information security breach could occur and persist for an

extended period of time without detection. We expect that any

investigation of a cyber attack, cybersecurity incident, or other

information security breach would take substantial amounts of

time and resources, and that there may be extensive delays

before we obtain full and reliable information. During such time

we would not necessarily know the extent of the harm caused by

the cyber attack, cybersecurity incident, or other information

security breach or how best to remediate it, and certain errors or

actions could be repeated or compounded before they are

discovered and remediated. All of these factors could further

increase the costs and consequences of such a cyber attack or

cybersecurity incident. In providing services to clients, we

manage, utilize and store sensitive or confidential client or

employee data, including personal data. As a result, we are

subject to numerous laws and regulations designed to protect

this information, such as U.S. and non-U.S. federal and state laws

governing privacy and cybersecurity. If any person, including any

11	Jefferies Financial Group Inc.

of our associates, negligently disregards or intentionally

breaches our established controls with respect to client or

employee data, or otherwise mismanages or misappropriates

such data, we could be subject to significant monetary damages,

regulatory enforcement actions, fines and/or criminal

prosecution. In addition, unauthorized disclosure of sensitive or

confidential client or employee data, whether through system

compromise or failure, employee negligence, fraud or

misappropriation, could damage our reputation and cause us to

lose clients and related revenue. Depending on the

circumstances giving rise to the information security breach, this

liability may not be subject to a contractual limit or an exclusion

of consequential or indirect damages.

The development and use of artificial intelligence presents risks

and challenges that could adversely impact our business,

financial condition, and results of operations.

We, or our third-party service providers, may develop or

incorporate AI technology in certain business operations,

processes, products, or services. The development and use of AI

presents a number of opportunities for us, as well as risks and

challenges. The full extent of current or future risks related to the

development of AI technology is not possible to predict and we

may not be able to anticipate, prevent, mitigate or remediate all of

the potential risks, challenges or impacts of such changes. AI

could significantly disrupt the business models, investment

strategies, operational processes, and markets in which we

operate and subject us to increased competition, which could

have a material adverse effect on our business, financial

condition and results of operations. Some of our competitors

may be more successful than us in the development and

implementation of new technologies, including services and

platforms based on AI, to address investor demands or improve

operations. If we are unable to adequately advance our

capabilities in these areas, or do so at a slower pace than others

in our industry, we may be at a disadvantage. The use of AI may

also include the input of sensitive personal information, trade

secrets, and other protected data by both us and third parties and

could result in the exposure of such information.

In addition, the worldwide legal and regulatory environment

relating to AI is uncertain and rapidly evolving, which could

require changes in our potential use and implementation of AI

technology, limit our ability to integrate AI, and increase our

compliance costs and the risk of non-compliance. For example,

Regulation (EU) 2024/1689 of the European Union and of the

Council (the “EU AI Act”) applies to providers and deployers of AI

systems in all EU Member States, as well as providers and

deployers established or located outside of the EU where AI

system output is used in the EU. If we were classified to be such

a provider or deployer of AI Systems and deemed non-compliant,

we could potentially face significant fines. While most EU AI Act

requirements will come into force on August 3, 2026, the

November 2025 publication of the proposed Digital Omnibus by

the European Commission may extend this timeline. In the United

States, states and local jurisdictions have begun to enact

comprehensive or more limited laws regulating AI. More

legislative activity is expected both in the United States and in

other countries.

While we have an AI governance policy and related procedures

governing the use of AI by our personnel and third-party service

providers, we cannot guarantee that they will follow such policies

when using AI or that such policies will protect us from potential

liability relating to our adoption or use of AI technologies. We

expect our AI policies and procedures to continue to develop as

business needs, AI-related risks, and the U.S. and global

regulatory environment change.

Damage to our reputation could harm our business.

Maintaining our reputation is critical to our attracting and

maintaining customers, investors and employees. If we fail to

deal with, or appear to fail to deal with, various issues that may

give rise to reputational risk, we could significantly harm our

business prospects. These issues include, but are not limited to,

any of the risks discussed in this Item 1A, appropriately dealing

with potential conflicts of interest, legal and regulatory

requirements, ethical issues, money-laundering or other

instances of fraud, cybersecurity and privacy, record keeping,

sales and trading practices, failure to sell securities we have

underwritten at the anticipated price levels, and the proper

identification of the legal, reputational, credit, liquidity and market

risks inherent in our products. A failure to deliver appropriate

standards of service and quality, or a failure or perceived failure

to treat customers and clients fairly, can result in customer

dissatisfaction, litigation and heightened regulatory scrutiny, all

of which can lead to lost revenue, higher operating costs and

harm to our reputation. Further, negative publicity regarding us,

whether or not true, may also result in harm to our prospects. Our

operations in the past have been impacted as some clients either

ceased doing business or temporarily slowed down the level of

business they do, thereby decreasing our revenue. There is no

assurance that we will be able to successfully reverse the

negative impact of allegations and rumors in the future and our

potential failure to do so could have a material adverse effect on

our business, financial condition and liquidity.

Employee misconduct or fraud could harm us by impairing our

ability to attract and retain clients and subject us to significant

legal liability and reputational harm.

There is a risk that our employees could engage in fraud or other

misconduct that adversely affects our business. For example, we

are subject to a number of obligations and standards arising

from our asset management business and our responsibility over

the assets managed by this business. In addition, our financial

advisors may act in a fiduciary capacity, providing financial

planning, investment advice, and discretionary asset

management. Misconduct or fraud by employees, advisors, or

other third-party service providers could cause significant losses.

In addition, our business often requires that we deal with

confidential matters of great significance to our clients. If our

employees were to improperly use or disclose confidential

information provided by our clients, we could be subject to

regulatory sanctions and suffer serious harm to our reputation,

financial position, current client relationships and ability to attract

future clients. Employee misconduct or fraud could include,

among other things, binding us to unauthorized transactions that

present unacceptable risks, engaging in other unauthorized

activities or concealing unsuccessful investments. The violation

of these obligations and standards by any of our employees

would adversely affect our clients and us. It is not always

possible to deter employee misconduct, and the precautions we

take to detect and prevent this activity may not be effective

against certain misconduct, including conduct which is difficult

to detect. The occurrence of significant employee misconduct

could have a material adverse financial effect or cause us

significant reputational harm and/or legal and regulatory liability,

which in turn could seriously harm our business and our

prospects.

November 2025 Form 10-K	12

We may not be able to insure certain risks economically.

We cannot be certain that we will be able to insure all risks that

we desire to insure economically or that all of our insurers or

reinsurers will be financially viable if we make a claim. If an

uninsured loss or a loss in excess of insured limits should occur,

or if we are required to pay a deductible for an insured loss,

results of operations could be adversely affected.

Future acquisitions and dispositions of our businesses and

investments are possible, changing the components of our assets

and liabilities, and if unsuccessful or unfavorable, could reduce

the value of our securities.

Any future acquisitions or dispositions may result in significant

changes in the composition of our assets and liabilities, as well

as our business mix and prospects. Consequently, our financial

condition, results of operations and the trading price of our

securities may be affected by factors different from those

affecting our financial condition, results of operations and trading

price at the present time.

Our investment in Jefferies Finance may not prove to be

successful and may adversely affect our results of operations or

financial condition.

Many factors, many of which are outside of our control, can

affect Jefferies Finance’s business, including losses on loan

originations; adverse investment banking and capital market

conditions leading to a decline of syndicate loans; inability of

borrowers to repay commitments; adverse changes to a

borrower’s credit worthiness; and other factors that directly and

indirectly affect the results of operations, and consequently may

adversely affect our results of operations or financial condition.

Our investment in Berkadia may not prove to be successful and

may adversely affect our results of operations or financial

condition.

Many factors, many of which are outside of our control, can

affect Berkadia’s business, including losses on loan originations

in excess of reserves; a change in the relationships with U.S.

Government-Sponsored Enterprises or federal agencies; a

significant loss of customers; and other factors that directly and

indirectly affect the results of operations, including the sales and

profitability of Berkadia, and consequently may adversely affect

our results of operations or financial condition.

If Berkadia suffered significant losses and was unable to repay its

commercial paper borrowings, we would be exposed to loss

pursuant to a reimbursement obligation to Berkshire Hathaway.

Berkadia obtains funds generated by commercial paper sales of

an affiliate of Berkadia. All of the proceeds from the commercial

paper sales are used by Berkadia to fund new mortgage loans,

servicer advances, investments and other working capital

requirements. Repayment of the commercial paper is supported

by a $1.5 billion surety policy issued by a Berkshire Hathaway

insurance subsidiary and a Berkshire Hathaway corporate

guaranty, and we have agreed to reimburse Berkshire Hathaway

for one-half of any losses incurred thereunder. If Berkadia suffers

significant losses and is unable to repay its commercial paper

borrowings, we would suffer losses to the extent of our

reimbursement obligation to Berkshire Hathaway.

Legal, Legislation and Regulation Risks

Legislation and regulation may significantly affect our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

(the “Dodd-Frank Act”) and the rules and regulations adopted by

the CFTC and the SEC introduced a comprehensive regulatory

regime for swaps and SBS and parties that deal in such

derivatives. One of our subsidiaries is registered as a swap dealer

with the CFTC and is a member of the NFA, is registered as a

security-based swap dealer with the SEC and is registered with

the SEC as an OTC Derivatives Dealer. We have incurred

significant compliance and operational costs as a result of the

swaps and SBS rules adopted by the CFTC and SEC pursuant to

the Dodd-Frank Act, and we expect that the complex regulatory

framework will continue to require significant monitoring and

compliance expenditures. Negative effects could result from an

expansive extraterritorial application of the Dodd-Frank Act and/

or insufficient international coordination with respect to adoption

of rules for derivatives and other financial reforms in other

jurisdictions.

Similar types of swap regulation have been proposed or adopted

in jurisdictions outside the U.S., including in the EU, the U.K. and

Japan. For example, the EU and the U.K. have established

regulatory requirements relating to portfolio reconciliation and

reporting, clearing certain OTC derivatives and margining for

uncleared derivatives activities under the European Market

Infrastructure Regulation (“EMIR”). Further enhancements (driven

by regulation) have been required in 2024 with respect to EMIR

OTC derivative transaction reporting, and affect our European

entities.

The Markets in Financial Instruments Regulation and a revision of

the Market in Financial Instruments Directive in 2018 (collectively

referred to as “MiFID II”) imposes certain restrictions as to the

trading of shares and derivatives including market structure-

related, reporting, investor protection-related and organizational

requirements, requirements on pre- and post-trade transparency,

requirements to use certain venues when trading financial

instruments (which includes shares and certain derivative

instruments), requirements affecting the way investment

managers can obtain research, powers of regulators to impose

position limits and provisions on regulatory sanctions. The

European regulators continue to refine aspects of MiFID with

these changes now being rolled out separately in both the UK and

Europe.

The Investment Firms Regulation (IFR) and the Investment Firms

Directive (IFD), applicable in the EU, and the MIFIDPRU regime,

applicable in the UK, while applying a more appropriate capital

treatment for investments firms such as the UK entity, Jefferies

International Limited, and, its EU subsidiary, Jefferies GmbH,

include a requirement that a certain amount of variable

remuneration for material risk takers be paid in non-cash

instruments and have a deferral element. Consequently, we have

adapted our remuneration structures for those employees

identified as material risk takers.

13	Jefferies Financial Group Inc.

A key focus of the European regulators over the last couple of

years has been emerging regulation with regards to Operational

Resilience, with regulators expecting investment firms like

Jefferies to be able to assess (on an ongoing basis) their

resilience (measured by impact to Jefferies’ clients and market)

on identified critical business services. This has brought our

management of third party risk, business continuity and the

mitigation of cyber risk more firmly into focus with the regulators.

Significant new legislation and regulation affecting the financial

services industry is regularly proposed and sometimes adopted.

For example, a legislative proposal was approved, to go live in

2027, to shorten the settlement cycle in the EU, UK, and

Switzerland from two days to one (“T+1”) for transactions in

transferable securities executed on trading venues. The U.S. and

Canada underwent this transition to T+1 in May 2024 and we

undertook significant investment and changes to business

practices in our U.S. operations to prepare. These legislative and

regulatory initiatives affect not only us, but also our competitors

and certain of our clients. These changes could have an effect on

our revenue and profitability, limit our ability to pursue certain

business opportunities, impact the value of assets that we hold,

require us to change certain business practices, impose

additional costs on us and otherwise adversely affect our

business. Accordingly, we cannot provide assurance that

legislation and regulation will not eventually have an adverse

effect on our business, results of operations, cash flows and

financial condition. In the U.S., such initiatives frequently arise in

the aftermath of elections that change the party of the president

or the majority party in the House and/or Senate.

Increasing regulatory focus on evolving privacy and security

issues and expanding laws could impact our businesses and

investments and expose us to increased liability.

The EU General Data Protection Regulation (the “EU GDPR” or

“GDPR”) applies in all EU Member States and also applies to

entities established outside of the EU where such entity

processes personal data in relation to: (i) the offering of goods or

services to data subjects in the EEA; or (ii) monitoring the

behavior of data subjects as far as that behavior takes place in

the EEA. Since GDPR became effective in 2018, the global

regulatory landscape has shifted considerably and there has

been a marked increase in privacy and cybersecurity legislation.

Accordingly, we are subject to a broad and evolving array of

privacy and cybersecurity regulations across the jurisdictions

where we operate.

In EMEA, particularly in Switzerland and the Dubai International

Financial Centre, privacy laws are broadly modelled on, or derived

from, the principles and requirements of the GDPR, with local

variations to reflect national legislation and regulatory priorities.

Across the Americas, privacy regulation is expanding; for

instance, Canada has a federal privacy law, with some provinces

also having their own similar laws. Even the Brazilian data privacy

regime largely echoes the GDPR. Conversely, in the US there is no

single federal law equivalent to the GDPR, but privacy is instead

governed by a growing patchwork of both sector-specific privacy

laws, such as the Gramm-Leach-Bliley Act, and state-level data

protection laws, such as the California Consumer Privacy Act. In

APAC, privacy regulation is becoming more stringent and

increasingly aligned with global standards, particularly the GDPR.

Key jurisdictions including Hong Kong, India, Australia, Japan and

Singapore, all have national data protection laws and regulators

in these jurisdictions have introduced comprehensive

requirements around consent, transparency, data subject rights

and breach notification, supported by stronger enforcement

powers and higher penalties. The UK has implemented GDPR as

part of its national law (the “UK GDPR”). The UK GDPR exists

alongside the UK Data Protection Act 2018 and its requirements

are largely aligned with those under the EU GDPR.

The EU GDPR and UK GDPR impose a number of obligations on

organizations to which they apply, including, without limitation:

accountability and transparency requirements; compliance with

the data protection rights of data subjects; and under certain

circumstances, the prompt reporting of certain personal data

breaches to both the relevant data supervisory authority and

impacted individuals. The EU GDPR and UK GDPR also include

restrictions on the transfer of personal data from the EEA to

jurisdictions that are not recognized as having an adequate level

of protection with regards to data protection laws.

The continued expansion and development of privacy legislation

and regulation will determine the level of any additional resources

which we will need to invest to ensure compliance. In the event of

non-compliance with privacy laws and regulations, we could face

significant administrative and monetary sanctions as well as

reputational damage which may have a material adverse effect

on our operations, financial condition, and prospects. In Europe

and the UK alone, the GDPR imposes significant fines for serious

non-compliance of up to the higher of 4% of an organization’s

annual worldwide turnover or €20 million (or £17.5 million under

the UK GDPR). Data subjects also have a right to receive

compensation as a result of infringement of the GDPR for

financial or non-financial losses.

Extensive regulation of our business limits our activities, and, if

we violate these regulations, we may be subject to significant

penalties.

We are subject to extensive laws, rules and regulations in the

countries in which we operate. Firms that engage in providing

financial services must comply with the laws, rules and

regulations imposed by national and state governments and

regulatory and self-regulatory bodies with jurisdiction over such

activities. Such laws, rules and regulations cover many aspects

of providing financial services.

Our regulators supervise our business activities to monitor

compliance with applicable laws, rules and regulations. In

addition, if there are instances in which our regulators question

our compliance with laws, rules, or regulations, they may

investigate the facts and circumstances to determine whether we

have complied. At any moment in time, we may be subject to one

or more such investigations or similar reviews. At this time, all

such investigations and similar reviews are insignificant in scope

and immaterial to us. However, there can be no assurance that, in

the future, the operations of our businesses will not violate such

laws, rules, or regulations, or that such investigations and similar

reviews will not result in significant or material adverse regulatory

requirements, regulatory enforcement actions, fines or other

adverse impact to the operation of our business.

Additionally, violations of laws, rules and regulations could

subject us to one or more of the following events: civil and

criminal liability; sanctions, which could include the revocation of

our subsidiaries’ registrations as investment advisors or broker-

dealers; the revocation of the licenses of our financial advisors;

censures; fines; or a temporary suspension or permanent bar

from conducting business. The occurrence of any of these events

could have a material adverse effect on our business, financial

condition and prospects.

Certain of our subsidiaries are subject to regulatory financial

capital holding requirements that could impact various capital

allocation decisions or limit the operations of our broker-dealers.

November 2025 Form 10-K	14

In particular, compliance with the financial capital holding

requirement may restrict our broker-dealers’ ability to engage in

capital-intensive activities such as underwriting and trading, and

may also limit their ability to make loans, advances, dividends

and other payments and may restrict our swap dealer’s ability to

execute certain derivative transactions.

Additional legislation, changes in rules, changes in the

interpretation or enforcement of existing laws and rules, conflicts

and inconsistencies among rules and regulations, or the entering

into businesses that subject us to new rules and regulations may

directly affect our business, results of operations and financial

condition. We continue to monitor the impact of new U.S. and

international regulation on our businesses.

Legal liability may harm our business.

Many aspects of our business involve substantial risks of liability,

and in the normal course of business, we have been named as a

defendant or codefendant in lawsuits involving primarily claims

for damages. The risks associated with potential legal liabilities

often may be difficult to assess or quantify and their existence

and magnitude often remain unknown for substantial periods of

time. The expansion of our business, including increases in the

number and size of investment banking transactions and our

expansion into new areas impose greater risks of liability.

Substantial legal liability could have a material adverse financial

effect or cause us significant reputational harm, which in turn

could seriously harm our business and our prospects.

A change in tax laws in key jurisdictions could materially increase

our tax expense.

We are subject to tax in the U.S. and numerous international

jurisdictions. Changes to income tax laws and regulations in any

of the jurisdictions in which we operate, or in the interpretation of

such laws, or the introduction of new taxes, could significantly

increase our effective tax rate and ultimately reduce our cash

flow from operating activities and otherwise have an adverse

effect on our financial condition or results of operations.

If our tax filing positions were to be challenged by federal, state

and local, or foreign tax jurisdictions, we may not be wholly

successful in defending our tax filing positions.

We 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 result could be significant to our financial

condition or results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

Our Chief Information Security Officer (“CISO”), supervised by our

Chief Technology Officer, and his Global Information Security

team (“GIS”) oversee our cybersecurity program and exercise

overall responsibility for the strategic vision and the design,

development and implementation of, and adherence to, the

program’s protocols. The comprehensive program includes

policies and procedures designed to protect our systems,

operations and the data entrusted to us from anticipated threats

or hazards. The program applies seven layers of controls:

governance, identification, protection, detection, response,

recovery and third-party vendor management. Our CISO reviews

the cybersecurity framework annually as well as on an event-

driven basis as necessary, and reviews the scope of

cybersecurity measures periodically, including to accommodate

changes in business practices that may implicate security-related

issues.

Protective measures include, where appropriate, physical and

digital access controls, software security and patch

management, identity verification, mobile device management,

data loss prevention solutions, employee cybersecurity

awareness communications and best practices training

programs, security baselines and tools to detect and report

anomalous activity, service provider risk assessments, network

monitoring of data usage, hardware and software, and data

erasure and media disposal, among others. Measures, policies

and standards are aligned with industry-leading frameworks,

such as those promulgated by the International Organization for

Standardization and the National Institute of Standards and

Technology (“NIST”).

We test our cybersecurity defenses regularly through automated

vulnerability scanning by GIS’s 24/7 Security Operations Group to

identify and remediate critical vulnerabilities. In addition, an

independent vendor conducts annual penetration tests to

validate our external security posture. For certain businesses, we

also conduct cyber incident tabletop exercises involving

hypothetical cybersecurity incidents to test our cyber incident

response processes. Tabletop exercises are conducted by our IT

Risk team in collaboration with outside service providers as

appropriate and members of senior management and Legal and

Compliance teams. Learnings from these tabletop exercises and

any events that we experience are reviewed, discussed, and

incorporated into our cybersecurity risk management processes

as appropriate.

In addition to our internal exercises to test aspects of our

cybersecurity program, we annually engage an independent third

party to assess the risks associated with our information

systems and information assets and the maturity of our cyber

security program. The independent third party assesses the

cybersecurity program against the Cyber Risk Institute Cyber

Profile, a financial sector-focused framework based on the NIST

Cybersecurity Framework, the results of which are reported to the

Board of Directors and inform our program.

We have a comprehensive cybersecurity incident response and

communication plan (the “IRP”), managed by the Security

Operations Group, which is designed to inform appropriate risk

management and business managers of non-routine suspected

or confirmed information security or cybersecurity events based

on the expected risk an event presents. As appropriate, a team

composed of individuals from several internal technical and

managerial functions may be formed to investigate and

remediate such an event and determine the extent of external

advisor support required, including from external counsel,

forensic investigators and law enforcement agencies. The IRP

and our internal data loss reporting procedure are reviewed at

least annually and more frequently as needed.

We maintain a cybersecurity risk management process to identify

and mitigate risks that impact the firm. Cybersecurity is assessed

by IT Risk and approved by the Chief Information Officer (“CIO”)

as a component of our annual, enterprise-wide Risk Control Self

Assessment (“RCSA”) managed by the Operational Risk Group.

15	Jefferies Financial Group Inc.

The RCSA process is independently verified by the Internal Audit

Department. Additionally, our cybersecurity risk management

process includes reviewing risks discerned from time to time

from both internal events and from external events, alerts and

reports received from a broad variety of sources. Reports from

external sources are also reviewed to formulate risk mitigation

and remediation strategies. The CISO periodically discusses and

reviews cybersecurity risks and related mitigants with the CIO,

the Head of IT Risk and General Counsel and incorporates

relevant cybersecurity risk updates and metrics. We conduct

periodic risk assessments and adjust and enhance our

cybersecurity program in response to the evolving cybersecurity

landscape and to align with regulatory and industry standards.

We also employ a process designed to assess the cybersecurity

risks associated with the engagement of third-party vendors and

service providers. This assessment is conducted on the basis of,

among other factors, the types of products or services provided

and the extent and type of data accessed or processed by the

third party.

Cybersecurity Governance

Our dedicated GIS team is led by the CISO, who reports to the

CIO. The CISO works closely with the CIO, Chief Financial Officer,

and the Chief Risk Officer’s (“CRO”) team and the Legal and

Compliance Departments to develop and advance our

cybersecurity strategy. The CISO has extensive experience in

cybersecurity and technology and is responsible for all aspects of

cybersecurity across our global businesses.

We conduct periodic cybersecurity risk assessments, including

assessments of third-party vendors. The CISO reviews the

cybersecurity framework annually as well as on an event-driven

basis as necessary, and reviews the scope of cybersecurity

measures periodically, including to accommodate changes in

business practices that may implicate security-related issues.

Our cybersecurity program is periodically assessed by the

Internal Audit Department. The results of these audits are

reported to the Audit Committee of the Board. Any resulting

findings and associated actions to address issues are tracked

and managed to completion. In addition, the IT Risk team

provides Key Risk Indicators (“KRIs”) monthly to the Operational

Risk Committee whose members include the CIO, CRO, Head of

Internal Audit and the CISO and their representatives. The

monthly presentation includes updates on key security incidents

and trending of cybersecurity KRIs.

Our Board is responsible for the general oversight of all matters

that affect us, including the myriad risks impacting us. The Board

fulfills its oversight role through the operations of its various

committees and receives periodic reports on its committees’

activities.

The Board’s Risk and Liquidity Oversight Committee oversees

Jefferies’ enterprise risk management. Oversight includes

annually reviewing and approving the risk management

framework and overarching risk appetite statements; reviewing

our technology, cybersecurity and privacy risk, legal and

regulatory risk, and reputational risk, among other major risk

exposures; reviewing the steps management has taken to

monitor and control such exposures; and reviewing our capital,

liquidity and funding against established risk methodologies. The

CISO keeps the Board informed about our security posture and

cybersecurity maturity program on a regular basis, providing

updates about the current threat landscape and related risks,

cybersecurity events, significant incidents and new initiatives.

Item 2. Properties

Our global headquarters and principal executive offices are

located at 520 Madison Avenue, New York, New York, with our

European and the Middle East headquarters in London and our

Asia-Pacific headquarters in Hong Kong and other offices and

operations located across the U.S. and around the world. In

addition, we maintain backup data center facilities with

redundant technologies for each of our three main data center

hubs in Jersey City, London and Hong Kong. We lease all of our

office space, or contract via service arrangement, which

management believes is adequate for our business. The facilities

vary in size and have leases expiring at various times, subject, in

certain instances, to renewal options. Additionally, HomeFed, our

consolidated real estate subsidiary, owns and develops various

real estate properties in the U.S.

Item 3. 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. In June 2025, we commenced

litigation against First Fed Bank alleging that it participated in and

aided and abetted the Ponzi scheme. The Company has

recognized a loss of $17.2 million in respect of our investment in

the Fund. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are traded on the NYSE under the symbol

JEF. As of January 15, 2026, there were 1,156 record holders of

the common shares.

Dividends paid per common share:

	Year Ended November 30,
	2025	2024	2023
First Quarter ...........................................	$0.40	$0.30	$0.30
Second Quarter .....................................	$0.40	$0.30	$0.30
Third Quarter .........................................	$0.40	$0.35	$0.30
Fourth Quarter .......................................	$0.40	$0.35	$0.30
November 2025 Form 10-K	16
---	---

In January 2026, our Board of Directors declared a quarterly cash

dividend of $0.40 per common share to be paid on February 27,

2026 to common shareholders of record at February 17, 2026.

The payment of dividends in the future is subject to the discretion

of our Board of Directors and will depend upon general business

conditions, legal and contractual restrictions on the payment of

dividends and other factors that our Board of Directors may

deem to be relevant.

During the year ended November 30, 2025, we purchased a total

of 0.7 million of our common shares for $58.5 million, or an

average price of $79.57 per share, in connection with net-share

settlements under our equity compensation plan. Our equity

compensation plan allows participants to surrender shares to

satisfy certain tax liabilities arising from the vesting of restricted

shares and the distribution of restricted share units.

There were no unregistered sales of equity securities during the

period covered by this report.

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 2025.

Stockholder Return Performance Graph

Set forth below is a graph comparing the cumulative total

stockholder return on our common shares against the cumulative

total return of the Standard & Poor’s 500 Stock Index and the

Standard & Poor’s 500 Financials Index for the period

commencing November 30, 2020 to November 30, 2025. Index

data was furnished by S&P Global Market Intelligence. The graph

assumes that $100 was invested on November 30, 2020 in each

of our common stock, the S&P 500 Index and the S&P

500 Financials Index and that all dividends, including quarterly

and special dividends, were reinvested.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Forward-Looking Statements

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 contained in this report under

the caption “Business”;

•the risk factors contained in this report under the caption “Risk

Factors”;

•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. For a further discussion of the factors that may

affect our future operating results, refer to the risk factors

contained in this report under the caption “Risk Factors”.

Our results of operations for the years ended November 30, 2025

(“2025”) and November 30, 2024 (“2024”) are discussed below.

For a discussion of our results of operations for the year ended

November 30, 2023 (“2023”) and our 2024 results of operations

as compared to our 2023 results of operations, refer to

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations” in Part II, Item 7 of our Annual Report

Form 10-K for the year ended November 30, 2024, which was

filed with the SEC on January 28, 2025.

17	Jefferies Financial Group Inc.

Consolidated Results of Operations

Overview

$ in thousands	2025	2024	% Change
Net revenues ....................................................	$7,343,751	$7,034,803	4.4%
Non-interest expenses ....................................	6,472,762	6,029,257	7.4%
Earnings from continuing operations<br><br>before income taxes ...................................	870,989	1,005,546	(13.4)%
Income tax expense from continuing<br><br>operations ....................................................	184,570	293,194	(37.0)%
Net earnings from continuing operations .....	686,419	712,352	(3.6)%
Net (losses) earnings from discontinued<br><br>operations, net of income taxes ...............	(4,374)	3,667	N/M
Net losses attributable to noncontrolling<br><br>interests .......................................................	(28,430)	(27,364)	3.9%
Preferred stock dividends ...............................	79,684	74,110	7.5%
Net earnings attributable to common<br><br>shareholders ................................................	630,791	669,273	(5.7)%
Effective tax rate from continuing<br><br>operations ...................................................	21.2%	29.2%
$ in thousands	2024	2023	% Change
Net revenues ....................................................	$7,034,803	$4,700,417	49.7%
Non-interest expenses ....................................	6,029,257	4,346,148	38.7%
Earnings from continuing operations<br><br>before income taxes ...................................	1,005,546	354,269	183.8%
Income tax expense from continuing<br><br>operations ....................................................	293,194	91,881	219.1%
Net earnings from continuing operations .....	712,352	262,388	171.5%
Net losses from discontinued operations,<br><br>net of income taxes ....................................	3,667	—	N/M
Net losses attributable to noncontrolling<br><br>interests .......................................................	(27,364)	(14,846)	84.3%
Net losses attributable to redeemable<br><br>noncontrolling interests .............................	—	(454)	(100.0)%
Preferred stock dividends ...............................	74,110	14,616	407.0%
Net earnings attributable to common<br><br>shareholders ................................................	669,273	263,072	154.4%
Effective tax rate from continuing<br><br>operations ...................................................	29.2%	25.9%

N/M — Not Meaningful

Executive Summary

Year Ended November 30, 2025 Versus November 30, 2024

Net earnings attributable to common shareholders were

$630.8 million and $669.3 million for the year ended November

30, 2025 and 2024, respectively.

Our effective tax rate was 21.2%, and 29.2% for the year ended

November 30, 2025 and 2024, respectively.

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.

At November 30, 2025, we had 7,787 employees globally across

all of our consolidated subsidiaries within our Investment

Banking and Capital Markets and Asset Management reportable

segments, compared to 7,822 at November 30, 2024. Included

within our global headcount are 1,797 employees at

November 30, 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 these costs, 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.

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.

	2025		2024
$ in thousands	Amount	% of Net<br><br>Revenues	Amount	% of Net<br><br>Revenues	% Change
Advisory .................................	$2,145,421	29.2%	$1,811,634	25.8%	18.4%
Equity underwriting ...............	771,890	10.5	799,804	11.4	(3.5)
Debt underwriting ..................	870,007	11.8	689,227	9.8	26.2
Other investment banking ....	2,981	—	144,122	2.0	(97.9)
Total Investment Banking ...	3,790,299	51.5	3,444,787	49.0	10.0
Equities ...................................	1,907,866	26.0	1,592,793	22.6	19.8
Fixed income .........................	909,869	12.4	1,166,761	16.6	(22.0)
Total Capital Markets ..........	2,817,735	38.4	2,759,554	39.2	2.1
Total Investment Banking<br><br>and Capital Markets (1) .	6,608,034	89.9	6,204,341	88.2	6.5
Asset management fees<br><br>and revenues ..................	140,914	1.9	103,488	1.5	36.2
Investment return ..................	177,814	2.4	212,209	3.0	(16.2)
Allocated net interest (2) .....	(76,045)	(1.0)	(62,135)	(1.0)	22.4
Other investments,<br><br>inclusive of net interest ..	467,533	6.4	550,107	7.8	(15.0)
Total Asset Management ....	710,216	9.7	803,669	11.3	(11.6)
Other .......................................	25,501	0.3	26,793	0.5	(4.8)
Net revenues .........................	$7,343,751	100.0%	$7,034,803	100.0%	4.4%
	2024		2023
$ in thousands	Amount	% of Net<br><br>Revenues	Amount	% of Net<br><br>Revenues	% Change
Advisory ..................................	$1,811,634	25.8%	$1,198,916	25.5%	51.1%
Equity underwriting ...............	799,804	11.4	560,243	11.9	42.8
Debt underwriting ..................	689,227	9.8	410,208	8.7	68.0
Other investment banking ....	144,122	2.0	102,851	2.2	40.1
Total Investment Banking ...	3,444,787	49.0	2,272,218	48.3	51.6
Equities ...................................	1,592,793	22.6	1,139,425	24.2	39.8
Fixed income .........................	1,166,761	16.6	1,092,736	23.2	6.8
Total Capital Markets ..........	2,759,554	39.2	2,232,161	47.4	23.6
Total Investment Banking<br><br>and Capital Markets (1) .	6,204,341	88.2	4,504,379	95.7	37.7
Asset management fees<br><br>and revenues ...................	103,488	1.5	93,678	2.0	10.5
Investment return ..................	212,209	3.0	154,461	3.3	37.4
Allocated net interest (2) .....	(62,135)	(1.0)	(49,519)	(1.1)	25.5
Other investments,<br><br>inclusive of net interest ..	550,107	7.8	(10,275)	(0.2)	N/M
Total Asset Management ....	803,669	11.3	188,345	4.0	326.7
Other .......................................	26,793	0.5	7,693	0.3	248.3
Net revenues .........................	$7,034,803	100.0%	$4,700,417	100.0%	49.7%

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

November 2025 Form 10-K	18

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.

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 Jefferies Finance joint

venture;

•our 45% share of net earnings from our commercial real estate

joint venture, Berkadia (which includes commercial mortgage

origination and servicing) as well as investment sales;

•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.

Deals Completed
	2025	2024	2023
Advisory transactions ......................................	392	364	287
Public and private equity and convertible<br><br>offerings ........................................................	215	243	182
Public and private debt financings .................	1,115	1,080	699		Aggregate Value
---	---	---	---
$ in billions	2025	2024	2023
Advisory transactions ......................................	$435.5	$359.2	$259.1
Public and private equity and convertible<br><br>offerings ........................................................	100.6	83.5	59.6
Public and private debt financings .................	532.0	516.1	213.6

Year Ended November 30, 2025 Versus November 30, 2024

Investment banking net revenues were $3.79 billion, up 10.0%

compared to $3.44 billion for the prior year period.

Advisory net revenues of $2.15 billion reflect a record year, an

increase of 18.4% compared to $1.81 billion for the prior year

period, driven by market share gains and increased overall

market opportunity.

Total underwriting net revenues were $1.64 billion, up 10.3%

compared to $1.49 billion for the prior year period. Solid net

revenues in Debt underwriting were driven by an increase in

mergers and acquisition activity across most sectors and

collateralized loan origination activity. Equity underwriting net

revenues declined due to reduced transaction activity across

most sectors, reflecting a broad industry slowdown in the first-

half of 2025. However, by June, market conditions began to

strengthen and transaction volumes accelerated as economic

and market clarity improved. Over 40% of our annual Equity

underwriting net revenues were generated in the fourth quarter of

2025.

Other investment banking net revenues were $3.0 million,

compared to net revenues of $144.1 million for the prior year

period. A significant portion of the decrease is attributable to the

prior year’s inclusion of Foursight’s operating revenues as well as

the gain on the sale of Foursight in April 2024. The current year

also includes mark-to-market net losses on certain investment

positions compared to mark-to-market net gains in the prior year

period. Additionally, performance of our Berkadia joint venture

increased while performance of our Jefferies Finance joint

venture was lower than the prior year period.

Our investment banking momentum and backlog remains strong,

continuing the trend we saw during the second half of 2025,

although the extent and timing of its realization is always subject

to change. 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 be modified or cancelled.

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;

•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.

Year Ended November 30, 2025 Versus November 30, 2024

Equities net revenues were a record $1.91 billion, up 19.8%

compared to $1.59 billion for the prior year period, as market

share gains and overall strong client activity drove stronger

results in our prime services, global electronic trading, Europe

and Asia equity cash, equity options and corporate derivatives

businesses, many of which have been key areas of focus and

investment in prior years. 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.

19	Jefferies Financial Group Inc.

Year Ended November 30, 2025 Versus November 30, 2024

Fixed income net revenues were $909.9 million, down 22.0%

compared to $1.17 billion for the prior year period, as a result of

lower global activity levels and volatility in credit spreads for the

first-half of 2025 meaningfully impacting the overall trading

environment. Strong results from our global structured solutions

business were offset by lower results in our distressed trading,

municipals, emerging markets, corporates and rates businesses.

Asset Management

We operate a diversified alternative asset management platform

through our Leucadia Asset Management division that provides

institutional clients with a broad range of investment strategies,

both directly and through our strategic affiliated asset managers.

Certain affiliated managers also benefit from access to our

global marketing and distribution platform, as well as operational

infrastructure and support. 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.

Asset management fees and revenues primarily consist of:

•Management and performance fees from funds and accounts

managed by us;

•Placement and distribution fees for raising capital from

investors; and

•Revenue from strategic affiliated asset managers where we are

entitled to portions of their operating revenues and income

based on our ownership interests in the affiliates.

Fees and revenues are generally tied to the value of assets under

management and the performance of those assets.

Performance-based fees are earned when returns exceed

specified benchmarks or performance targets and are typically

recognized annually generally in our first quarter, once they

become fixed and determinable and are not subject to significant

reversal.

We also generate an investment return from capital invested in

our managed funds and in funds managed by our affiliated asset

managers. Additionally, we earn revenues from other

investments, including our portfolio of real estate development

activities, foreign exchange trading, and telecommunications

operations.

$ in thousands	2025	2024	% Change
Asset management fees and other ..	$67,719	$50,700	33.6%
Revenue from strategic affiliates (1)	73,195	52,788	38.7%
Total asset management fees and<br><br>revenues ..........................................	140,914	103,488	36.2%
Investment return ................................	177,814	212,209	(16.2)%
Allocated net interest ..........................	(76,045)	(62,135)	22.4%
Other investments ...............................	467,533	550,107	(15.0)%
Total Asset Management ..................	$710,216	$803,669	(11.6)%		$ in thousands	2024	2023	% Change
---	---	---	---
Asset management fees:
Asset management fees and other ..	$50,700	$33,867	49.7%
Revenue from strategic affiliates (1)	52,788	59,811	(11.7)%
Total asset management fees and<br><br>revenues ..........................................	103,488	93,678	10.5%
Investment return ................................	212,209	154,461	37.4%
Other investments ...............................	550,107	(10,275)	N/M
Allocated net interest ..........................	(62,135)	(49,519)	25.5%
Total Asset Management ..................	$803,669	$188,345	326.7%

N/M — Not Meaningful

(1)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.

Year Ended November 30, 2025 Versus November 30, 2024

Asset management fees and revenues were $140.9 million, up

36.2% compared to $103.5 million for the prior year period,

primarily reflecting higher performance fees on funds managed

by us and through our strategic affiliates.

Investment return was $177.8 million, down 16.2% compared to

$212.2 million for the prior year period, primarily driven by a pre-

tax loss of $30.0 million related to our investment in Point Bonita.

Other investments net revenues were $467.5 million, down 15.0%

compared to $550.1 million for the prior year period, as

performance from Stratos and HomeFed was lower than the prior

year period, as well as net losses recognized on certain

investments in the current year period compared to net gains in

the prior year period.

Assets Under Management

Assets under management (“AUM”) represents the assets we

manage or are managed by our affiliated asset managers with

whom we have revenue sharing arrangements. AUM primarily

refers to the basis of assets from which we are entitled to earn

fees and revenues though the measure also includes funds and

separately managed accounts for which we do not charge fees.

AUM includes:

•the net asset value of a fund or separately managed account

managed by us or our affiliated managers and may include an

agreed target AUM utilizing leverage;

•unfunded capital commitments to a fund; and

•the fair value of any invested capital in our consolidated funds

or separately managed accounts.

Net asset value generally refers to the fair value the assets less

the liabilities of a fund or account.

November 2025 Form 10-K	20

Assets under management:

$ in millions	2025	2024
Net asset value seeded by us:
Jefferies funds or separately managed<br><br>accounts ..............................................................	$358	$377
Our affiliates funds or separately managed<br><br>accounts ..............................................................	1,741	1,384
Total net asset value of Jefferies’ invested<br><br>capital (1) .............................................................	2,099	1,761
Fair value of investment purchased with<br><br>leverage ................................................................	699	895
Total AUM attributed to Jefferies as investor ....	$2,798	$2,656
Net asset value of third-party investors:
Jefferies funds or separately managed<br><br>accounts (2) ........................................................	2,462	2,596
Our affiliates funds or separately managed<br><br>accounts (3) ........................................................	25,387	22,515
Total AUM attributed to third-party investors ....	$27,849	$25,111
Unfunded capital commitments ............................	195	250
Aggregated AUM .....................................................	$30,842	$28,017

(1)Revenues related to the investments made by us are presented in Investment

return within the results of our asset management businesses.

(2)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.

(3)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

$3.02 billion.

Our definition of assets under management may differ from the

calculations of other asset managers; and as a result, this

measure may not be comparable to similar measures presented

by other asset managers. Our definition of AUM may differ from

that referenced in any of our investment management

agreements, differs from the manner in which “Regulatory Assets

Under Management” is reported to the SEC on Form ADV, and

includes assets for which we do not act as an asset manager.

In addition to our investments directly in Jefferies’ and our

strategic affiliates funds and separately managed accounts, we

have capital invested in other equity method investees as part of

our asset management business of $174.0 million and

$81.0 million at November 30, 2025 and November 30, 2024,

respectively.

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.

Non-interest Expenses

$ in thousands	2025	2024	% Change
Compensation and benefits ...........	$3,860,255	$3,659,588	5.5%
Brokerage and clearing fees ..........	489,203	432,721	13.1
Underwriting costs ..........................	85,838	68,492	25.3
Technology and communications	598,187	546,655	9.4
Occupancy and equipment rental .	126,414	118,611	6.6
Business development ...................	335,683	283,459	18.4
Professional services .....................	313,821	296,204	5.9
Depreciation and amortization ......	192,281	190,326	1.0
Cost of sales ....................................	190,934	206,283	(7.4)
Other ..................................................	280,146	226,918	23.5
Total non-interest expenses .........	$6,472,762	$6,029,257	7.4%
$ in thousands	2024	2023	% Change
Compensation and benefits ...........	$3,659,588	$2,535,272	44.3%
Brokerage and clearing fees ..........	432,721	366,702	18.0
Underwriting costs ..........................	68,492	61,082	12.1
Technology and communications	546,655	477,028	14.6
Occupancy and equipment rental .	118,611	106,051	11.8
Business development ...................	283,459	177,541	59.7
Professional services .....................	296,204	266,447	11.2
Depreciation and amortization ......	190,326	112,201	69.6
Cost of sales ....................................	206,283	29,435	600.8
Other ..................................................	226,918	214,389	5.8
Total non-interest expenses .........	$6,029,257	$4,346,148	38.7%

Total Non-interest Expenses

Year Ended November 30, 2025 Versus November 30, 2024

Non-interest expenses were $6.47 billion, an increase of 7.4%,

compared to $6.03 billion for the prior year.

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 granted to employees may 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 2025 was $3.86 billion

compared to $3.66 billion for 2024. A significant portion of our

compensation expense is highly variable with net revenues.

Compensation and benefits expense as a percentage of Net

revenues was 52.6% for 2025 compared with 52.0% for 2024.

Compensation expense related to the amortization of share- and

cash-based awards amounted to $621.5 million for 2025

compared to $513.7 million for 2024.

21	Jefferies Financial Group Inc.

At November 30, 2025, we had 7,787 employees globally across

all of our consolidated subsidiaries within our Investment

Banking and Capital Markets and Asset Management reportable

segments, compared to 7,822 at November 30, 2024. Included

within our global headcount are 1,797 employees at

November 30, 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)

Year Ended November 30, 2025 Versus November 30, 2024

Non-compensation expenses as a percentage of Net revenues

was 35.6% compared to 33.7% for the current year and the prior

year period, respectively, and was impacted by the following:

•Brokerage and clearing fees were higher by $56.5 million

primarily due to increased global equities trading volumes, as

we continue to gain market share globally.

•Technology and communication were higher by $51.5 million

related to the continued development of various trading and

management systems as well as higher data related costs in

investment banking.

•Business development was higher by $52.2 million due to

increased deal related costs and increased expenses related to

business travel, conferences and other events.

•Other expenses were higher by $53.2 million compared to the

prior year period, as charitable donations increased

$17.0 million compared to the prior year period. Other

expenses for the current year 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 the shutdown of Weiss. In addition, the prior year

period includes activity from Foursight, which was sold in April

2024.

Income Taxes

Year Ended November 30, 2025 Versus November 30, 2024

The provision for income taxes on continuing operations was

$184.6 million and $293.2 million for the year ended November

30, 2025 and 2024, respectively, representing an effective tax rate

of 21.2%, and 29.2%, respectively. The lower rate was primarily

driven by the resolution of certain state and local tax matters.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was

signed into law. The OBBBA permanently extends and modifies

certain domestic and international provisions from the 2017 Tax

Cuts and Jobs Act and phases out certain provisions from the

2022 Inflation Reduction Act. Certain domestic provisions have

retroactive effects beginning in 2025, while the international

provisions are generally effective for years beginning after

December 31, 2025. The OBBBA did not materially impact our

fiscal 2025 results.

Business Developments

On September 19, 2025, we and the SMBC Group announced a

significant expansion of our strategic alliance originally

established in 2021. Key provisions include:

•The planned formation of a joint venture in Japan to integrate

our global equities platform with SMBC Group’s domestic

equity research, sales, trading, and equity capital markets

businesses, expected to launch in January 2027;

•Expansion of joint sponsor coverage in EMEA, targeting larger

sponsors with our combined investment banking and

corporate banking capabilities;

•SMBC Group’s intent to increase its economic ownership from

14.5% to up to 20% (on an as-converted and fully diluted basis),

while maintaining less than 5% voting interest; and

•SMBC Group’s commitment to provide approximately $2.5

billion in new credit facilities to us and Jefferies Finance.

These initiatives are designed to deepen the partnership, leverage

complementary strengths, and deliver enhanced services to

clients.

On December 9, 2025, we entered into an agreement to acquire a

50% interest in Hildene Holding Company, LLC, parent of Hildene

Capital Management, LLC, a credit-focused asset manager with

approximately $18.0 billion of assets under management. We will

contribute our existing revenue share, a portion of our interest in

an existing Hildene-managed fund, and $340.0 million in cash for

our interest. Hildene’s principals will contribute their ownership

interests and approximately $250.0 million of fund and related

equity interests. Additionally, subsequent to the transaction,

Hildene’s insurance underwriting and annuity reinsurance will

expand. Closing is expected in the third quarter of 2026, subject

to customary approvals.

Accounting Developments

For a discussion of recently issued accounting developments and

their impact on our consolidated financial statements, refer to

Note 3, Accounting Developments in our consolidated financial

statements included in this Annual Report on Form 10-K.

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 this Annual Report on Form 10-

K.

November 2025 Form 10-K	22

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 in our Consolidated Statements

of Earnings.

For information on the composition of our Financial instruments

owned and Financial instruments sold, not yet purchased

recorded at fair value, refer to Note 5, Fair Value Disclosures in

our consolidated financial statements included in this Annual

Report on Form 10-K.

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 generally 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 and Note 5,

Fair Value Disclosures in our consolidated financial statements

included in this Annual Report on Form 10-K 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 5, Fair Value

Disclosures in our consolidated financial statements included in

this Annual Report on Form 10-K.

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. In addition, recently executed

comparable transactions and other observable market data are

considered for purposes of validating assumptions underlying

the model.

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.

23	Jefferies Financial Group Inc.

In the first quarter of 2023, we performed a valuation of our

equity method investment in Golden Queen as forecasts of the

expected future production of gold and silver from its mine had

declined from previous periods. Our estimate of fair value was

based on a discounted cash flow analysis, which included

management’s projections of future Golden Queen cash flows

and a discount rate of 11.0%. As a result, an impairment loss of

$22.1 million was recorded in Other income for the three months

ended February 28, 2023. During the three months ended May 31,

2023, we recognized an additional impairment loss of $7.3

million primarily due to further declines in cash flows at Golden

Queen During the three months ended August 31, 2023, we

recognized an additional impairment loss of $27.8 million

primarily based on our estimate of what could be recognized in a

sale transaction for the investment. In the fourth quarter of 2023,

we sold Golden Queen and recognized a gain of $1.7 million on

the sale.

Goodwill

At November 30, 2025, goodwill recorded in our Consolidated

Statements of Financial Condition is $1.84 billion (2.4% of total

assets). The nature and accounting for goodwill is discussed in

Note 2, Summary of Significant Accounting Policies, and Note 12,

Goodwill and Intangible Assets, in our consolidated financial

statements included in this Annual Report on Form 10-K.

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.

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. Under the income approach the key

assumptions include our internally developed projections of

future cash flows, growth rates, and risk adjusted discount rates

which are sensitive to the interest rate environment and capital

market conditions. 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.

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.

For certain of our reporting units included within Other

investments we may first assess qualitative factors to determine

whether it is more likely than not that the fair value of the

reporting unit is less than its carrying amount. If we determine on

the basis of this qualitative assessment that it is not more likely

than not that a reporting unit’s fair value is less than its carrying

amount, we place reliance on our qualitative assessment and no

quantitative calculation of the fair value of the reporting unit is

performed.

Carrying values of goodwill by reporting unit:

	November 30,
$ in millions	2025	2024
Investment banking ...................................................................	$702.0	$700.7
Equities and wealth management ...........................................	255.9	255.4
Fixed income ..............................................................................	578.0	576.9
Asset management ...................................................................	143.0	143.0
Other investments .....................................................................	158.7	151.9
Total.............................................................................................	$1,837.6	$1,827.9

The results of our annual assessments indicated that all of our

reporting units had a fair value in excess of their carrying

amounts. Our valuation methodologies and the assessment of

qualitative factors are sensitive to management’s forecasts of

future probability. At November 30, 2025, our Stratos reporting

unit with allocated goodwill of $5.5 million is the most sensitive

to the forecast assumptions used in our market approach

valuation. Reductions in trading volumes and/or a decline in

performance from the expected levels assumed in our forecast

could cause a decline in the estimated fair value of our Stratos

reporting unit and a resulting impairment of a portion of our

goodwill.

Refer to Note 4, Business Acquisitions and Discontinued

Operations and Note 12, Goodwill and Intangible Assets in our

consolidated financial statements included in this Annual Report

on Form 10-K for further details on goodwill.

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.

November 2025 Form 10-K	24

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,

rating agency ratios 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 year ended November 30, 2025, we

returned an aggregate of $432.6 million to shareholders primarily

in the form of $374.1 million in cash dividends and the

repurchase of 735,426 common shares for a total of $58.5

million at a weighted average price of $79.57 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.

In January 2026, we issued $1.5 billion aggregate principal

amount of 5.500% Senior Notes due 2036.

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.

	November 30,
$ in millions	2025	2024	% Change
Total assets ...........................................	$76,012.3	$64,360.3	18.1%
Cash and cash equivalents ..................	14,043.9	12,153.4	15.6
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 ....................................	917.7	1,132.6	(19.0)
Financial instruments owned ..............	27,722.7	24,138.3	14.8
Financial instruments sold, not yet<br><br>purchased .........................................	13,320.2	11,007.3	21.0
Total Level 3 assets ..............................	737.8	734.2	0.5
Securities borrowed ..............................	$8,295.2	$7,213.4	15.0%
Securities purchased under<br><br>agreements to resell ........................	8,449.1	6,179.7	36.7
Total securities borrowed and<br><br>securities purchased under<br><br>agreements to resell .......................	$16,744.3	$13,393.1	25.0%
Securities loaned ...................................	$2,540.8	$2,540.9	—%
Securities sold under agreements to<br><br>repurchase ........................................	12,156.7	12,337.9	(1.5)
Total securities loaned and<br><br>securities sold under agreements<br><br>to repurchase ...................................	$14,697.5	$14,878.8	(1.2)%

Total assets at November 30, 2025 and 2024 were $76.01 billion

and $64.36 billion, respectively, an increase of 18.1%. During the

year ended November 30, 2025, average total assets were higher

by 5.1% than total assets at November 30, 2025.

Our total Financial instruments owned inventory was $27.72

billion and $24.14 billion at November 30, 2025 and 2024,

respectively. During the year ended November 30, 2025, our total

Financial instruments owned increased primarily due to

increased client facilitation trades in corporate equity securities

largely in connection with our growing prime brokerage business,

derivative contracts and loans at fair value, partially offset by a

decrease in U.S. government and agency securities. Financial

instruments sold, not yet purchased inventory was $13.32 billion

at November 30, 2025, an increase of 21.0% from $11.01 billion

at November 30, 2024, with the increase primarily driven by

increases in corporate equity securities and derivative contracts,

partially offset by a decrease in U.S. government and agency

securities. Our overall net inventory position was $14.40 billion

and $13.13 billion at November 30, 2025 and 2024, respectively,

with the increase primarily due to increases in derivative

contracts, investments at fair value and corporate debt.

Level 3 assets:

$ in millions	November 30,<br><br>2025	Percent	November 30,<br><br>2024	Percent
Investment Banking ............	$111.7	15.1%	$146.7	20.0%
Equities and Fixed Income .	$343.6	46.7	312.2	42.5
Asset Management (1) .......	$230.5	31.2	256.2	34.9
Other ......................................	$52.0	7.0	19.1	2.6
Total ......................................	$737.8	100.0%	$734.2	100.0%

(1)At November 30, 2025 and 2024, $195.8 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 year ended November 30, 2025 was 23.4% higher

than the balance at November 30, 2025. Our average month end

25	Jefferies Financial Group Inc.

balance of total repos and stock loans during the year ended

November 30, 2025 was 34.4% higher than the balance at

November 30, 2025.

Select information related to repurchase agreements:

	Year Ended November 30,
$ in millions	2025	2024
Securities Purchased Under Agreements to<br><br>Resell:
Year end ..............................................................	$8,449	$6,180
Month end average ............................................	10,526	8,910
Maximum month end ........................................	14,927	10,978
Securities Sold Under Agreements to<br><br>Repurchase:
Year end ..............................................................	$12,157	$12,338
Month end average ............................................	16,497	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:

	November 30,
$ in millions	2025	2024
Total assets ..................................................................	$76,012	$64,360
Total equity ...................................................................	$10,642	$10,225
Total shareholders’ equity ..........................................	$10,575	$10,157
Deduct: Goodwill and intangible assets, net ............	(2,040)	(2,054)
Tangible shareholders’ equity ...................................	$8,535	$8,103
Leverage ratio (1) .........................................................	7.1	6.3
Tangible gross leverage ratio (2) ...............................	8.7	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 $23.14 billion at November 30, 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.

November 2025 Form 10-K	26

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 November 30, 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	November 30,<br><br>2025	Average<br><br>Balance<br><br>Quarter Ended<br><br>November 30,<br><br>2025 (1)	November 30,<br><br>2024
Cash and cash equivalents:
Cash in banks .............................................	$3,903,807	$5,014,748	$3,925,535
Money market investments (2) ...............	10,140,082	6,622,532	8,227,879
Total cash and cash equivalents ............	14,043,889	11,637,280	12,153,414
Other sources of liquidity:
Debt securities owned and securities<br><br>purchased under agreements to<br><br>resell (3) ................................................	1,823,733	1,995,920	1,287,564
Other (4) ......................................................	1,836,150	1,561,944	573,042
Total other sources ...................................	3,659,883	3,557,864	1,860,606
Total cash and cash equivalents and<br><br>other liquidity sources .......................	$17,703,772	$15,195,144	$14,014,020
Total cash and cash equivalents and<br><br>other liquidity sources as % of Total<br><br>assets ....................................................	23.3%		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 ....................................................	23.9%		22.5%

(1)Average balances are calculated based on weekly balances.

(2)At November 30, 2025 and 2024, $10.12 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 November 30, 2025 and

2024 are primarily invested in AAA-rated prime money funds. The average

balance of U.S. government money funds for the quarter ended November 30,

2025 was $6.60 billion.

(3)Consists of unencumbered 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.

27	Jefferies Financial Group Inc.

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 November 30, 2025, we had the ability to readily

obtain repurchase financing for 71.8% 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:

	November 30,
	2025		2024
$ in thousands	Liquid Financial<br><br>Instruments	Unencumbered<br><br>Liquid Financial<br><br>Instruments (1)	Liquid Financial<br><br>Instruments	Unencumbered<br><br>Liquid Financial<br><br>Instruments (1)
Corporate equity<br><br>securities .............	$7,433,971	$2,715,099	$5,280,920	$781,490
Corporate debt<br><br>securities .............	4,788,698	280,512	5,179,229	339,500
U.S. government,<br><br>agency and<br><br>municipal<br><br>securities .............	3,013,344	55,781	4,061,773	75,911
Other sovereign<br><br>obligations ..........	1,460,571	1,731,074	1,361,762	1,044,630
Agency mortgage-<br><br>backed<br><br>securities (2) .......	3,060,262	—	2,695,282	—
Loans and other<br><br>receivables ..........	159,939	—	978	—
Total ...........................	$19,916,785	$4,782,466	$18,579,944	$2,241,531

(1)Unencumbered liquid balances represent assets that can be sold or used as

collateral for a loan but have not been.

(2)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”).

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. A portion of our

cash and noncash repurchase financing activities is used as

collateral that is 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

eight months at November 30, 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 November 30, 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 short-

term borrowings outstanding were $1.26 billion and $1.25 billion

for the year ended November 30, 2025 and 2024, respectively.

At November 30, 2025 and 2024, our borrowings under bank

loans in Short-term borrowings were $533.8 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 November 30, 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 provide 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 November 30, 2025, the outstanding notes

totaled $2.27 billion, bear interest primarily at a spread over the

Secured Overnight Funding Rate (“SOFR”) and mature from

December 2025 to October 2028.

For additional details on our repurchase agreement financing

program, refer to Note 9, Variable Interest Entities in our

consolidated financial statements included in this Annual Report

on Form 10-K.

November 2025 Form 10-K	28

Total Long-Term Capital

At November 30, 2025 and 2024, we had total long-term capital

of $23.14 billion and $21.66 billion, respectively, resulting in a

long-term debt to equity capital ratio of 1.17:1 and 1.12:1,

respectively.

	November 30,
$ in thousands	2025	2024
Unsecured Long-Term Debt (1) ..................................	$12,494,842	$11,430,610
Total Mezzanine Equity ...............................................	406	406
Total Equity ...................................................................	10,642,203	10,224,987
Total Long-Term Capital ............................................	$23,137,451	$21,656,003

(1)Amounts at November 30, 2025 and 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 matured on June 16, 2025, $6.2 million of

our 4.500% Callable Note as the note matured on July 22, 2025, and

$500.0 million of our 5.100% Callable Note as the note matured on September

15, 2025.

The amount at November 30, 2025 excludes $869.5 million of our

Callable Notes as the note matures on April 16, 2026, and $45.2 million of our

Floating Senior Notes as the note matures on June 19, 2026. The amounts at

November 30, 2025 and 2024 also exclude $102.7 million and $157.6 million,

respectively, of structured notes as the notes mature within one year.

Long-Term Debt

During the year ended November 30, 2025, long-term debt

increased by $2.37 billion to $15.90 billion at November 30, 2025,

as presented in our Consolidated Statements of Financial

Condition. This increase is primarily due to proceeds of

$1.07 billion from the issuances of unsecured senior notes,

$698.7 million from net issuances of structured notes,

$1.65 billion from increased subsidiaries’ borrowings, and

$296.1 million from currency losses on foreign currency

borrowings. These increases were partially offset by repayments

of $1.42 billion on our unsecured senior notes.

At November 30, 2025, our unsecured long-term debt has a

weighted average maturity of approximately

7.4

years.

At November 30, 2025 and 2024, our borrowings under several

credit facilities classified within Long-term debt in our

Consolidated Statements of Financial Condition amounted to

$803.2 million 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 November 30, 2025,

we were in compliance with all covenants under theses credit

facilities.

For further information, refer to Note 17, Borrowings, in our

consolidated financial statements included in this Annual Report

on Form 10-K.

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 January 2026, we issued $1.5 billion aggregate principal

amount of 5.500% Senior Notes due 2036.

Equity Capital

Common Stock

At November 30, 2025 and 2024, we had 565,000,000 authorized

shares of voting common stock with a par value of $1.00 per

share and had 206,296,167 and 205,504,272 common shares

outstanding, respectively. At November 30, 2025, we had

16,202,612 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 year ended November 30, 2025.

Treasury stock repurchases during the year ended November 30,

2025 represent repurchases of common stock for net-share tax

withholding under our equity compensation plan.

Dividends

Year Ended November 30, 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
June 25, 2025	August 18, 2025	August 29, 2025	$0.40
September 29, 2025	November 17, 2025	November 26, 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

January 7, 2026, the Board of Directors declared a dividend of

$0.40 per common share to be paid on February 27, 2026 to

common shareholders of record at February 17, 2026.

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.

29	Jefferies Financial Group Inc.

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.

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, 2025, SMBC had exchanged approximately 27.6 million

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

Preferred Stock. At November 30, 2025, SMBC owns

approximately 15.7% of our common stock on an as-converted

basis and 14.3% on a fully-diluted, as-converted basis. The CEO

of Sumitomo Mitsui Financial Group, Inc. serves on our Board of

Directors. Additionally, Refer to Note 23, Related Party

Transactions for further information regarding transactions with

SMBC.

On September 19, 2025, our Board of Directors established Series

B-1 Non-Voting Convertible Preferred Shares with a par value of

$1.00 per share (“Series B-1 Preferred Stock”) and designated

17,500 shares as Series B-1 Preferred Stock. The Series B-1

Preferred Stock has a liquidation preference of $500 per share

and ranks senior to our voting common stock and equal to the

Series B Preferred Stock upon dissolution, liquidation or winding

up of Jefferies Financial Group Inc. Each share of Series B-1

Preferred Stock is automatically convertible into 500 shares of

non-voting common stock as soon as such non-voting common

stock exists, subject to certain anti-dilution adjustments. The

Series B-1 Preferred Stock also participates in cash dividends

and distributions alongside our voting common stock on an as-

converted basis.

Additionally, on September 19, 2025, we entered into an amended

and restated Exchange Agreement (the “Amended and Restated

Exchange Agreement”) with SMBC, which entitles SMBC to

exchange shares of our voting common stock for shares of the

Series B-1 Preferred Stock at a rate of 500 shares of voting

common stock for one share of Series B-1 Preferred Stock. The

Amended and Restated Exchange Agreement is limited to 17,500

shares of Series B-1 Preferred Stock. Under the Amended and

Restated Exchange Agreement, SMBC is permitted to increase its

economic ownership in the Company to up to 20% on an as-

converted and fully diluted basis, while continuing to own less

than 5% of a voting interest in the Company.

During the year ended November 30, 2025 and 2024, we paid

cash dividends of $44.1 million and $31.9 million, respectively,

with respect to the Series B Preferred stock.

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.

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, 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. 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. 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. Additionally,

as a registered member firm, JFSI is subject to the net capital

requirements of the NFA. 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 (“JIL”), which is subject to the regulatory supervision and

requirements of the Financial Conduct Authority in the U.K. and

Jefferies GmbH, which is subject to the regulatory supervision of

the German Federal Financial Supervisory Authority.

November 2025 Form 10-K	30

At November 30, 2025, net capital and excess net capital were as

follows:

$ in thousands	Net<br><br>Capital	Excess Net<br><br>Capital
Jefferies LLC .................................................................	$2,262,928	$2,115,314
JFSI - SEC ......................................................................	234,041	200,305
JFSI - CFTC ...................................................................	234,041	203,041
JIL (1) .............................................................................	2,043,400	1,209,300
Jefferies GmbH (1) ......................................................	379,326	184,633

(1)Represents an equivalent capital requirement in the respective jurisdiction.

At November 30, 2025, Jefferies LLC, JFSI, JIL and Jefferies

GmbH 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.

At November 30, 2025 and 2024, $5.93 billion and $4.96 billion,

respectively, of net assets of our consolidated subsidiaries are

restricted as to the payment of cash dividends, or the ability to

make loans or advances to the parent company. At November 30,

2025 and 2024, $5.30 billion and $4.54 billion, respectively, of

these assets are restricted as they reflect regulatory capital

requirements or require regulatory approval prior to the payment

of cash dividends and advances to the parent company.

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

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 November 30, 2025,

Jefferies LLC had $846.7 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 November 30, 2025,

Jefferies LLC had $475.1 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.

JFSI is exempt from the CFTC and SEC segregation rules.

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.

Global markets continue to experience disruption and volatility

following the geopolitical instability from the ongoing conflicts

along Israel’s border with the Gaza Strip and elsewhere in the

Middle East, including the ongoing tensions between Israel and

Iran. Our investments and assets in our growing business in the

Persian Gulf, Saudi Arabia and Israel, as well as the related global

macroeconomic climate, could be negatively affected by

consequences from this geopolitical and military conflict in the

region. We continue to monitor these and other geopolitical

conflicts, including recent developments between the United

States, Venezuela and other Latin American countries, and

assess their potential impact on our business.

Throughout 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, and wholly new arrangements with key trading

partners of the United States. These actions have led to

increased economic uncertainty, and could negatively impact

global supply chains and trade flow. The potential impact of

tariffs on corporate earnings remains uncertain. We continue to

closely monitor the impact of these matters on our business.

Beginning on September 24, 2025, First Brands Group, LLC and

certain of its affiliates (“First Brands”) filed voluntary petitions for

Chapter 11 bankruptcy protection. First Brands is an aftermarket

auto parts manufacturer that sells its products to major auto-

parts retailers (the “Obligors”). As of that date, Point Bonita

Capital, a division of Leucadia Asset Management (“LAM”),

managed on behalf of third-party institutional and other investors

an approximately $3 billion portfolio of trade-finance assets,

which was supported by total invested equity of $1.9 billion, of

which $113 million, or 5.9%, is owned by LAM. Since 2019, the

portfolio has included purported accounts receivable purchased

from First Brands and arising from the sale of First Brands’

products to Obligors. The purchase of receivables in this fashion

is called factoring, and as of the Chapter 11 filing the Point Bonita

portfolio had approximately $715 million in purported receivables

due from retailers, including Walmart, AutoZone, NAPA, O’Reilly

Auto Parts, and Advanced Auto Parts, with First Brands, as the

servicer, responsible for collecting and remitting the Obligors’

payments to Point Bonita. For almost six years until September

15, 2025, Point Bonita always had been paid on time and in full.

On September 15, 2025, First Brands stopped directing timely

transfers of funds to Point Bonita.

The First Brands bankruptcy proceedings have uncovered what is

alleged to be a massive fraud that has resulted in the bankrupt

estate bringing claims against its former CEO, its former

Executive Vice President, one of its significant financing

counterparties, and various related entities to recover billions of

dollars in allegedly fraudulent transfers. As it relates to factoring,

the alleged fraudulent activities included First Brands selling

certain receivables more than once, selling receivables that had

been inflated in amount, and selling fabricated receivables. The

Company is exerting every effort to maximize the recovery of

assets from First Brands and from the various Obligors. That

process will take months to years to complete and, given the

fraud, the recovery is uncertain.

Separately, Apex Credit Partners LLC (“Apex”), a wholly owned

subsidiary of Jefferies Finance, 50%-owned by us, manages on

behalf of third-party institutional and other investors certain CLOs

that invest in broadly syndicated loans with approximately $4.5

billion in assets under management. 12 CLOs managed by Apex

31	Jefferies Financial Group Inc.

own approximately $49 million in the aggregate of First Brands’

term loans (including PIK interest) and $9 million of First Brands’

debtor-in-possession term loans, which is approximately 1% of

the CLO assets managed by Apex. Additionally, approximately, $1

million of First Brands’ term loans (including PIK interest) and

$0.2 million of debt-in-possession term loans were transferred

from an Apex-managed CLO warehouse to Apex in anticipation of

a CLO closing expected to occur at the end of January. Apex

beneficially own a portion of the equity tranche and other senior

tranches in an amount to comply with applicable securitization

risk-retention rules and in certain instances such additional

amounts which are not material.

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 5, Fair Value Disclosures and Note 6, Derivative

Financial Instruments in our consolidated financial statements

included in this Annual Report on Form 10-K.

Contractual Obligations

Subsequent to November 30, 2025 and on or before January 31,

2026, we expect to make cash payments of $1.94 billion related

to year-end compensation awards for fiscal 2025. Refer to Note

14, Compensation Plans in our consolidated financial statements

included in this Annual Report on Form 10-K for further

information.

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

Our Board of Directors (“Board”) and Risk and Liquidity Oversight

Committee (“Committee”). Our Board and Committee play an

important role in reviewing our risk management process and

risk appetite. The Committee assists the Board in its oversight of:

(i) our enterprise risk management, (ii) our capital, liquidity and

funding guidelines and policies and (iii) the performance of our

Global Chief Risk Officer (“CRO”). Our CRO and Global Treasurer

meet with the Committee on no less than a quarterly basis to

present our risk profile and liquidity profile and to respond to

questions. Our Chief Information Officer also meets with the

Committee at least semi-annually to receive and review reports

related to any exposure to cybersecurity risk and our plans and

programs to mitigate and respond to cybersecurity risks.

Additionally, our risk management team continuously monitors

our various businesses, the level of risk the businesses are taking

and the efficacy of potential risk mitigation strategies and

presents this information to our senior management and the

Committee.

Our Board also fulfills its risk oversight role through the

operations of its various committees, including its Audit

Committee, through review of our financial statements, internal

audit function and internal control over financial reporting, as well

November 2025 Form 10-K	32

as through assisting the Board with our legal and regulatory

compliance and overseeing our Code of Business Practice. The

Audit Committee is also updated on risk controls at each of its

regularly scheduled meetings.

Internal Audit, which reports to the Audit Committee of the Board

and includes professionals with a broad range of audit and

industry experience, including risk management expertise, is

responsible for independently assessing and validating key

controls within our risk management framework.

We make extensive use of internal committees to govern risk

taking and ensure that business activities are properly identified,

assessed, monitored and managed. The Risk Management

Committee (“RMC”) and membership comprises our Chief

Executive Officer, President, CFO, CRO and Global Treasurer. Our

other risk related committees govern risk taking and ensure that

business activities are properly managed for their area of

oversight.

Risk Committees

•Risk Management Committee (RMC) - the principal committee

that governs our risk taking activities. The RMC meets weekly

to discuss our risk profile and discuss business or market

trends and their potential impact on the business. The RMC

approves our limits as a whole and across risk categories and

business lines, reviews limit breaches, approves risk policies

and stress testing methodologies and is supported by other

Committees including:

◦Credit Risk Committee - provides review and approval of

counterparties and credit limits.

◦Model Governance Committee - oversees all model risk

matters throughout the model life cycle, from model

identification and initiation, model development, model

validation/approval and model risk control.

◦Stress Testing Committee - provides review, approval and

oversees implementation of our stress testing framework

and methodologies.

•Operating Committee - brings together the managers of all

control areas and the business line chief operating officers,

whereby each department presents issues regarding current

and proposed business. This committee provides the key

forum for coordination and communication between the

control managers entirely focused on our activities as a whole.

•Asset / Liability Committee - seeks to ensure effective

management and control of the balance sheet in terms of risk

profile, adequacy of capital and liquidity resources and funding

profile and strategy. The committee is responsible for

developing, implementing and enforcing our liquidity, funding

and capital policies. This includes recommendations for

capital and balance sheet size, as well as the allocation of

capital to our businesses.

•Independent Price Verification Committee - establishes our

valuation policies and procedures and is responsible for

independently validating the fair value of our financial

instruments. The committee, which comprises stakeholders

represented by the CFO, Internal Audit, Risk Management and

Controllers, meets monthly to assess and approve the results

of our inventory price testing.

•New Business Committee - reviews new business, products and

activities and extensions of existing businesses, products and

activities that may introduce materially different or greater

risks than those of a business’ existing activities. The new

business approval process is a key control over new business

activity. The objectives are to notify all relevant functions of the

intention to introduce a new product, business or activity, to

share information between functions and to ensure there is a

thorough understanding of the proposal.

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.

33	Jefferies Financial Group Inc.

As with all measures of VaR, our estimate has inherent

limitations due to the assumption that historical changes in

market conditions are representative of the future. Furthermore,

the VaR model measures the risk of a current static position over

a one-day horizon and might not capture the market risk over a

longer time horizon where moves may be more extreme.

Previous changes in market risk factors may not generate

accurate predictions of future market movements. While we

believe the assumptions and inputs in our risk model are

reasonable, we could incur losses greater than the reported VaR.

Consequently, this VaR estimate is only one of a number of tools

we use in our daily risk management activities.

	Daily Firmwide VaR
in millions	Daily VaR for 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .............................	$5.67	$9.31	$2.50
Equity Prices ........................	9.27	13.93	5.73
Currency Rates ....................	1.64	2.61	0.54
Commodity Prices ..............	0.36	0.93	0.12
Diversification Effect (1) ....	(5.71)	N/A	N/A
Firmwide VaR (2) ................	$11.23	$16.03	$7.60

All values are in US Dollars.

	Daily Firmwide VaR
in millions	Daily VaR for 2024
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .............................	$5.69	$8.25	$2.58
Equity Prices ........................	11.41	20.69	7.76
Currency Rates ....................	0.67	2.82	0.24
Commodity Prices ..............	0.44	1.38	0.15
Diversification Effect (1) ....	(5.08)	N/A	N/A
Firmwide VaR (2) ................	$13.13	$18.70	$9.33

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 using the past 365 days of

historical data:

	Daily Capital Markets VaR
in millions	Daily VaR for 2025
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .............................	$5.57	$9.10	$1.05
Equity Prices ........................	4.29	6.95	2.85
Currency Rates ....................	1.12	1.99	0.51
Commodity Prices ..............	0.04	0.25	—
Diversification Effect (1) ....	(3.38)	N/A	N/A
Capital Markets VaR (2) ....	$7.64	$14.01	$4.48

All values are in US Dollars.

	Daily Capital Markets VaR
in millions	Daily VaR for 2024
Risk Categories	Average	High	Low
Interest Rates and Credit   Spreads .............................	$5.66	$11.88	$0.98
Equity Prices ........................	7.00	18.85	4.18
Currency Rates ....................	0.45	0.90	0.11
Commodity Prices ..............	0.01	0.03	—
Diversification Effect (1) ....	(4.59)	N/A	N/A
Capital Markets VaR (2) ....	$8.53	$12.47	$5.52

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.

November 2025 Form 10-K	34

Our average daily firmwide VaR decreased to $11.23 million for 2025 from $13.13 million for 2024, driven by lower equity exposures,

partially offset by an increase in exposures to movements in currency rates. The average daily capital markets VaR decreased to $7.64

million for 2025 from $8.53 million for 2024 driven by lower equity exposures, partially offset by an increase in exposures to movements

in currency rates and a lower diversification effect.

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 2025, there were three days when the aggregate net trading loss exceeded the 95% one

day VaR.

The chart below presents our daily firmwide VaR and capital markets VaR over the last four quarters. In the last quarter of 2025, the

firmwide VaR decrease was driven by lower equity exposures, partially offset by an increase in exposures to movements in currency

rates.

Daily Net Trading Revenue

There were 23 days with firmwide trading losses out of a total of 250 trading days in 2025. The histogram below presents the

distribution of our actual daily net trading revenue for substantially all of our activities (in millions):

35	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 November 30, 2025:

$ in thousands	10% Sensitivity
Investment in funds and other (1) ..........................................................................................................................................................................	$173,595
Private investments ..................................................................................................................................................................................................	64,693
Corporate debt securities in default .......................................................................................................................................................................	17,459
Trade claims ..............................................................................................................................................................................................................	2,063

(1)Primarily 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 $2.0 million at November 30, 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. For additional information, refer to Note 17, Borrowings in our consolidated

financial statements included in this Annual Report on Form 10-K.

	Expected Maturity Date (Fiscal Years)
$ in thousands	2026	2027	2028	2029	2030	Thereafter	Total	Fair Value
Rate Sensitive Liabilities:
Fixed Interest Rate Borrowings	$211,312	$656,405	$1,378,273	$370,957	$1,508,541	$5,442,407	$9,567,895	$9,710,721
Weighted-Average Interest Rate	5.26%	5.28%	5.16%	5.52%	4.61%	5.74%
Variable Interest Rate Borrowings	$625,000	$725,000	$—	$1,317	$2,236	$1,411,372	$2,764,925	$2,623,848
Weighted-Average Interest Rate	6.44%	6.71%	—%	4.97%	4.84%	5.82%
Borrowings with Foreign Currency Exposure	$962,514	$633,859	$580,100	$584,037	$1,416	$1,153,471	$3,915,397	$3,788,401
Weighted-Average Interest Rate	3.95%	2.59%	3.37%	4.04%	2.50%	5.92%

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.

November 2025 Form 10-K	36

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

10, Investments in our consolidated financial statements

included in this Annual Report on Form 10-K. 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

23, Related Party Transactions in our consolidated financial

statements included in this Annual Report on Form 10-K.

•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 November 30, 2025 and

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.

37	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	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024
AAA Range	$—	$—	$10.7	$12.0	$—	$—	$10.7	$12.0	$10,140.1	$8,227.9	$10,150.8	$8,239.9
AA Range	91.1	80.0	218.8	190.3	270.5	5.6	580.4	275.9	156.8	63.8	737.2	339.7
A Range	24.5	0.2	1,081.5	1,145.1	173.6	415.0	1,279.6	1,560.3	3,514.5	3,691.8	4,794.1	5,252.1
BBB Range	263.7	253.5	166.7	31.2	20.2	40.0	450.6	324.7	232.5	169.4	683.1	494.1
BB or Lower	38.4	37.2	42.6	31.2	173.8	78.7	254.8	147.1	—	0.5	254.8	147.6
Unrated	279.5	322.6	—	—	9.9	5.3	289.4	327.9	—	—	289.4	327.9
Total	$697.2	$693.5	$1,520.3	$1,409.8	$648.0	$544.6	$2,865.5	$2,647.9	$14,043.9	$12,153.4	$16,909.4	$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	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024
Asia-Pacific/Latin<br><br>America/Other	$15.8	$15.8	$234.6	$130.4	$0.4	$0.2	$250.8	$146.4	$766.3	$520.3	$1,017.1	$666.7
Europe and the Middle<br><br>East	1.7	0.2	426.5	523.2	88.4	88.7	516.6	612.1	71.3	70.8	587.9	682.9
North America	679.7	677.5	859.2	756.2	559.2	455.7	2,098.1	1,889.4	13,206.3	11,562.3	15,304.4	13,451.7
Total	$697.2	$693.5	$1,520.3	$1,409.8	$648.0	$544.6	$2,865.5	$2,647.9	$14,043.9	$12,153.4	$16,909.4	$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	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024	November<br><br>30,<br><br>2025	November<br><br>30,<br><br>2024
Asset Managers, Funds<br><br>and Investment<br><br>Advisors (1)(2)	$438.6	$362.7	$83.6	$38.9	$—	$1.6	$522.2	$403.2	$10,140.1	$8,227.9	$10,662.3	$8,631.1
Banks, Broker-Dealers (2)	5.7	13.3	863.8	863.5	478.9	469.4	1,348.4	1,346.2	3,903.8	3,925.5	5,252.2	5,271.7
Corporates (2)	145.3	193.5	—	—	165.8	69.6	311.1	263.1	—	—	311.1	263.1
As Agent Banks (2)	—	—	529.9	474.8	—	—	529.9	474.8	—	—	529.9	474.8
Other (2)	107.6	124.0	43.0	32.6	3.3	4.0	153.9	160.6	—	—	153.9	160.6
Total	$697.2	$693.5	$1,520.3	$1,409.8	$648.0	$544.6	$2,865.5	$2,647.9	$14,043.9	$12,153.4	$16,909.4	$14,801.3

(1)Includes a $250.0 million secured revolving credit facility to Jefferies Finance at November 30, 2025.

(2)Prior period amounts have been revised to conform with the current period presentation.

November 2025 Form 10-K	38

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 November 30, 2025 and 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:

	November 30, 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
Canada	$175.2	$(152.5)	$46.3	$—	$56.9	$373.3	$—	$499.2	$499.2
United Kingdom	1,391.5	(806.6)	(260.2)	0.9	44.6	84.1	7.8	454.3	462.1
Hong Kong	54.6	(41.0)	1.7	—	24.3	—	294.9	39.6	334.5
Australia	837.8	(611.8)	(87.4)	—	11.6	0.2	92.8	150.4	243.2
France	628.5	(405.8)	(131.4)	0.9	149.2	—	0.1	241.4	241.5
Japan	1,570.6	(1,929.7)	364.7	—	67.6	0.1	140.0	73.3	213.3
Spain	546.6	(341.8)	(76.3)	—	74.9	0.2	1.1	203.6	204.7
India	19.9	(17.8)	0.6	—	—	—	198.9	2.7	201.6
Sweden	250.9	(168.4)	52.7	—	—	—	10.5	135.2	145.7
Taiwan	1,119.2	(903.9)	(172.2)	—	101.5	—	—	144.6	144.6
Total	$6,594.8	$(5,379.3)	$(261.5)	$1.8	$530.6	$457.9	$746.1	$1,944.3	$2,690.4			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.

39	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 7A. 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 II, Item 7 of this Form 10-K.

November 2025 Form 10-K	40

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

	Page
Management’s Report on Internal Control over Financial Reporting ......................................................................................................................................	41
Reports of Independent Registered Public Accounting Firm ...................................................................................................................................................	42
Consolidated Statements of Financial Condition ......................................................................................................................................................................	45
Consolidated Statements of Earnings .........................................................................................................................................................................................	46
Consolidated Statements of Comprehensive Income ..............................................................................................................................................................	47
Consolidated Statements of Changes in Equity .........................................................................................................................................................................	48
Consolidated Statements of Cash Flows ....................................................................................................................................................................................	49
Notes to Consolidated Financial Statements .............................................................................................................................................................................	51
41	Jefferies Financial Group Inc.
---	---

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over

financial reporting is a process designed 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. A company’s

internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated our internal control over financial reporting as of November 30, 2025. In making this assessment, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated

Framework (2013). As a result of this assessment and based on the criteria in this framework, management has concluded that, as of

November 30, 2025, our internal control over financial reporting was effective.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited and issued a report on our internal control over

financial reporting, which appears on page 44.

November 2025 Form 10-K	42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of Jefferies Financial Group Inc. and subsidiaries

(the “Company”) as of November 30, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, changes

in equity, and cash flows, for each of the three years in the period ended November 30, 2025, and the related notes and the schedules

listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and the results of its

operations and its cash flows for each of the three years in the period ended November 30, 2025, in conformity with accounting

principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company’s internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated

January 28, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the

Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of

the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due

to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe

that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a

critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

Valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant unobservable inputs

or complex models/methodologies - Refer to Note 2 and Note 5 to the financial statements

Critical Audit Matter Description

The Company estimates fair value for certain financial assets and liabilities utilizing models and unobservable inputs. Unlike the fair

value of other assets and liabilities which are readily observable and therefore more easily independently corroborated, these financial

assets and liabilities are not actively traded or quoted prices are available but traded less frequently, and fair value is determined based

on significant judgments such as models, inputs and valuation methodologies.

We identified the valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant

unobservable inputs or complex models/methodologies as a critical audit matter because of the pricing inputs, complexity of models

and/or methodologies used by management and third-party specialists to estimate fair value. The valuations involve a high degree of

auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant

quantitative and modeling experience, to audit and evaluate the appropriateness of the models and inputs.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures for financial assets and liabilities that incorporate significant unobservable inputs or complex models/

methodologies included the following procedures, among others:

•We tested the design and operating effectiveness of the Company’s valuation controls, including the:

◦Independent price verification controls.

◦Pricing model controls which are designed to review a model’s theoretical soundness and its appropriateness.

•With the assistance of our fair value specialists, we evaluated the reasonableness of management’s valuation methodology and

estimates by:

◦Developing independent valuation estimates and comparing such estimates to management’s recorded values.

43	Jefferies Financial Group Inc.

◦Comparing management’s assumptions and both observable and unobservable inputs to relevant audit evidence, including

external sources, where available.

•We evaluated management’s ability to estimate fair value by comparing management’s valuation estimates to transactions or events

occurring after the valuation date, when available.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2026

We have served as the Company’s auditor since 2017.

November 2025 Form 10-K	44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Jefferies Financial Group Inc. and subsidiaries (the “Company”) as of

November 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,

effective internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control — Integrated

Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the consolidated financial statements as of and for the year ended November 30, 2025, of the Company and our report dated January

28, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of

the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control

Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company

in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing

such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our

opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2026

45	Jefferies Financial Group Inc.

Consolidated Statements of Financial Condition

	November 30,
$ in thousands, except share and per share amounts	2025	2024
Assets
Cash and cash equivalents ...............................................................................................................................................................	$14,043,889	$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) .........................................................	917,697	1,132,612
Financial instruments owned, at fair value (includes securities pledged of $17,419,373 and $18,441,751) .......................	27,722,739	24,138,274
Investments in and loans to related parties ...................................................................................................................................	1,496,125	1,385,658
Securities borrowed ...........................................................................................................................................................................	8,295,161	7,213,421
Securities purchased under agreements to resell ........................................................................................................................	8,449,107	6,179,653
Securities received as collateral, at fair value ................................................................................................................................	200,495	185,588
Receivables:
Brokers, dealers and clearing organizations ...............................................................................................................................	4,310,143	2,666,591
Customers ........................................................................................................................................................................................	3,439,921	2,494,717
Fees, interest and other ..................................................................................................................................................................	806,324	663,536
Premises and equipment ..................................................................................................................................................................	1,246,470	1,194,720
Goodwill ...............................................................................................................................................................................................	1,837,570	1,827,938
Assets held for sale ...........................................................................................................................................................................	—	51,885
Other assets (includes assets pledged of $627,259 and $429,347) ..........................................................................................	3,246,706	3,072,302
Total assets ........................................................................................................................................................................................	$76,012,347	$64,360,309
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................................	$1,767,206	$443,160
Financial instruments sold, not yet purchased, at fair value .......................................................................................................	13,320,152	11,007,328
Securities loaned ................................................................................................................................................................................	2,540,759	2,540,861
Securities sold under agreements to repurchase .........................................................................................................................	12,156,737	12,337,935
Other secured financings (includes $425,964 and $24,848 at fair value) .................................................................................	2,885,878	2,183,000
Obligation to return securities received as collateral, at fair value .............................................................................................	200,495	185,588
Payables:
Brokers, dealers and clearing organizations ...............................................................................................................................	6,955,100	3,686,367
Customers ........................................................................................................................................................................................	5,216,714	4,073,975
Lease liabilities ...................................................................................................................................................................................	594,097	635,306
Accrued expenses and other liabilities ...........................................................................................................................................	3,836,709	3,510,831
Long-term debt (includes $3,734,843 and $2,351,346 at fair value) ..........................................................................................	15,895,891	13,530,565
Total liabilities ....................................................................................................................................................................................	65,369,738	54,134,916
Mezzanine Equity
Redeemable noncontrolling interests .............................................................................................................................................	406	406
Equity
Series B preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and outstanding	55	55
Common shares, par value $1 per share, authorized 565,000,000 shares; 206,296,167 and 205,504,272 shares issued<br><br>and outstanding, after deducting 114,821,903 and 115,613,798 shares held in treasury ..................................................	206,296	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 ..................................................................................................................................................................	2,177,954	2,104,199
Accumulated other comprehensive loss ........................................................................................................................................	(384,434)	(423,131)
Retained earnings ..............................................................................................................................................................................	8,574,825	8,270,145
Total Jefferies Financial Group Inc. shareholders' equity ..........................................................................................................	10,574,696	10,156,772
Noncontrolling interests ...................................................................................................................................................................	67,507	68,215
Total equity .........................................................................................................................................................................................	10,642,203	10,224,987
Total liabilities and equity ................................................................................................................................................................	$76,012,347	$64,360,309

See accompanying notes to consolidated financial statements.

November 2025 Form 10-K	46

Consolidated Statements of Earnings

	Year Ended November 30,
$ in thousands, except per share amounts	2025	2024	2023
Revenues
Investment banking ..........................................................................................................................................	$3,799,290	$3,309,060	$2,169,366
Principal transactions ......................................................................................................................................	1,610,960	1,816,963	1,413,283
Commissions and other fees ..........................................................................................................................	1,322,753	1,085,349	905,665
Asset management fees and revenues .........................................................................................................	130,673	86,106	82,574
Interest ................................................................................................................................................................	3,402,317	3,543,497	2,868,674
Other ...................................................................................................................................................................	557,684	674,094	1,837
Total revenues ..................................................................................................................................................	10,823,677	10,515,069	7,441,399
Interest expense ................................................................................................................................................	3,479,926	3,480,266	2,740,982
Net revenues .....................................................................................................................................................	7,343,751	7,034,803	4,700,417
Non-interest expenses
Compensation and benefits ............................................................................................................................	3,860,255	3,659,588	2,535,272
Brokerage and clearing fees ............................................................................................................................	489,203	432,721	366,702
Underwriting costs ............................................................................................................................................	85,838	68,492	61,082
Technology and communications ..................................................................................................................	598,187	546,655	477,028
Occupancy and equipment rental ...................................................................................................................	126,414	118,611	106,051
Business development .....................................................................................................................................	335,683	283,459	177,541
Professional services .......................................................................................................................................	313,821	296,204	266,447
Depreciation and amortization ........................................................................................................................	192,281	190,326	112,201
Cost of sales ......................................................................................................................................................	190,934	206,283	29,435
Other expenses ..................................................................................................................................................	280,146	226,918	214,389
Total non-interest expenses ...........................................................................................................................	6,472,762	6,029,257	4,346,148
Earnings from continuing operations before income taxes .......................................................................	870,989	1,005,546	354,269
Income tax expense ..........................................................................................................................................	184,570	293,194	91,881
Net earnings from continuing operations .....................................................................................................	686,419	712,352	262,388
Net (losses) earnings from discontinued operations (including gain on disposal of $0, $3,493, $0),<br><br>net of income tax (expense) benefit of $(4,374), $17,063, and $0 ........................................................	(4,374)	3,667	—
Net earnings ......................................................................................................................................................	682,045	716,019	262,388
Net losses attributable to noncontrolling interests .....................................................................................	(28,430)	(27,364)	(14,846)
Net losses attributable to redeemable noncontrolling interests ...............................................................	—	—	(454)
Preferred stock dividends ................................................................................................................................	79,684	74,110	14,616
Net earnings attributable to common shareholders ..................................................................................	$630,791	$669,273	$263,072
Earnings per common share
Basic from continuing operations ..................................................................................................................	$2.95	$3.05	$1.12
Diluted from continuing operations ................................................................................................................	2.85	2.96	1.10
Basic ...................................................................................................................................................................	2.93	3.08	1.12
Diluted .................................................................................................................................................................	2.83	2.99	1.10
Weighted-average common shares outstanding
Basic ...................................................................................................................................................................	215,096	217,079	232,609
Diluted .................................................................................................................................................................	222,746	223,650	236,620

See accompanying notes to consolidated financial statements.

47	Jefferies Financial Group Inc.

Consolidated Statements of Comprehensive Income

	Year Ended November 30,
$ in thousands	2025	2024	2023
Net earnings .......................................................................................................................................................	$682,045	$716,019	$262,388
Other comprehensive income (loss), net of tax: ............................................................................................
Currency translation adjustments and other (1) ...........................................................................................	28,561	(11,300)	57,530
Changes in fair value related to instrument-specific credit risk (2) ...........................................................	5,976	(24,718)	(77,420)
Minimum pension liability adjustments (3) ...................................................................................................	3,550	6,243	2,467
Unrealized gains on available-for-sale securities ........................................................................................	610	2,189	1,297
Total other comprehensive income (loss), net of tax (4) ............................................................................	38,697	(27,586)	(16,126)
Comprehensive income .....................................................................................................................................	720,742	688,433	246,262
Net losses attributable to noncontrolling interests .......................................................................................	(28,430)	(27,364)	(14,846)
Net losses attributable to redeemable noncontrolling interests .................................................................	—	—	(454)
Preferred stock dividends .................................................................................................................................	79,684	74,110	14,616
Comprehensive income attributable to common shareholders ................................................................	$669,488	$641,687	$246,946

(1)Includes income tax expense of $13.9 million, $1.6 million and $3.1 million for the years ended November 30, 2025, 2024 and 2023, respectively.

(2)Includes income tax expense of $7.9 million for the year ended November 30, 2025 and income tax benefit of $9.0 million and $29.0 million for the years ended

November 30, 2024 and 2023, respectively.

(3)Includes income tax expense of $1.2 million and $2.2 million for the years ended November 30, 2025 and 2024, respectively.

(4)Includes unrealized losses of $2.2 million for the year ended November 30, 2024 related to currency translation adjustments attributable to noncontrolling interests.

See accompanying notes to consolidated financial statements.

November 2025 Form 10-K	48

Consolidated Statements of Changes in Equity

in thousands, except share amounts
	2024	2023
Preferred shares 1 par value
Balance, beginning of period ...........................................................................................................................	$42	$—
Conversion of common shares to preferred shares .................................................................................	13	42
Balance, end of period .....................................................................................................................................	$55	$42
Common shares 1 par value
Balance, beginning of period ...........................................................................................................................	$210,627	$226,130
Purchase of common shares for treasury ..................................................................................................	(1,089)	(4,887)
Conversion of 125,000 preferred shares to common shares ..................................................................	—	4,654
Conversion of common shares to preferred shares .................................................................................	(6,562)	(21,000)
Other .................................................................................................................................................................	2,528	5,730
Balance, end of period .....................................................................................................................................	$205,504	$210,627
Additional paid-in capital
Balance, beginning of period ...........................................................................................................................	$2,044,859	$1,967,781
Share-based compensation expense ..........................................................................................................	63,119	45,360
Change in fair value of redeemable noncontrolling interests ..................................................................	—	(390)
Purchase of common shares for treasury ..................................................................................................	(43,223)	(164,515)
Conversion of 125,000 preferred shares to common shares ..................................................................	—	120,346
Dividend equivalents ......................................................................................................................................	19,016	24,140
Conversion of common shares to preferred shares .................................................................................	16,393	52,458
Change in equity interest related to consolidated subsidiaries ..............................................................	(2,631)	(6,307)
Other .................................................................................................................................................................	6,666	5,986
Balance, end of period .....................................................................................................................................	$2,104,199	$2,044,859
Accumulated other comprehensive loss, net of tax
Balance, beginning of period ...........................................................................................................................	$(395,545)	$(379,419)
Other comprehensive income (loss), net of tax .........................................................................................	(27,586)	(16,126)
Balance, end of period .....................................................................................................................................	$(423,131)	$(395,545)
Retained earnings
Balance, beginning of period ...........................................................................................................................	$7,849,844	$8,418,354
Net earnings attributable to Jefferies Financial Group Inc. .....................................................................	743,383	275,670
Dividends - common shares (1.60, 1.30, and 1.20 per share) ...........................................................	(290,086)	(290,135)
Dividends - preferred shares .........................................................................................................................	(31,894)	(12,600)
Cumulative effect of change in accounting principle for current expected credit losses, net of tax	(644)	(14,813)
Distribution of Vitesse Energy, Inc. ..............................................................................................................	—	(526,964)
Other .................................................................................................................................................................	(458)	332
Balance, end of period .....................................................................................................................................	$8,270,145	$7,849,844
Total Jefferies Financial Group Inc. shareholders' equity .........................................................................	$10,156,772	$9,709,827
Noncontrolling interests
Balance, beginning of period ...........................................................................................................................	$92,308	$62,633
Net losses attributable to noncontrolling interests ...................................................................................	(27,364)	(14,846)
Contributions ...................................................................................................................................................	10,039	78,247
Distributions ....................................................................................................................................................	(13,407)	(31,433)
Other .................................................................................................................................................................	6,639	(2,293)
Balance, end of period .....................................................................................................................................	$68,215	$92,308
Total equity ........................................................................................................................................................	$10,224,987	$9,802,135

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

49	Jefferies Financial Group Inc.

Consolidated Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2025	2024	2023
Cash flows from operating activities:
Net earnings .......................................................................................................................................................	$682,045	$716,019	$262,388
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization .....................................................................................................................	201,906	197,850	113,473
Deferred income taxes ..................................................................................................................................	109,937	(4,131)	10,462
Share-based compensation ..........................................................................................................................	88,227	63,119	45,360
Net bad debt expense ....................................................................................................................................	24,426	52,451	67,009
(Income) losses on investments in and loans to related parties ............................................................	(95,275)	(86,466)	192,197
Distributions received on investments in related parties .........................................................................	104,616	60,039	58,336
Gain on sale of subsidiaries and investments in related parties .............................................................	—	(59,105)	—
Loss on assets held for sale .........................................................................................................................	12,566	—	—
Other adjustments ..........................................................................................................................................	492,481	264,680	(99,784)
Net change in assets and liabilities:
Securities deposited with clearing and depository organizations ..........................................................	—	—	(110,198)
Receivables:
Brokers, dealers and clearing organizations ...........................................................................................	(1,641,314)	(287,820)	(436,029)
Customers ....................................................................................................................................................	(945,204)	(790,292)	(480,487)
Fees, interest and other ..............................................................................................................................	(151,506)	(69,280)	(103,870)
Securities borrowed .......................................................................................................................................	(1,079,449)	(23,601)	(1,307,125)
Financial instruments owned .......................................................................................................................	(3,447,283)	(2,416,306)	(2,843,554)
Securities purchased under agreements to resell .....................................................................................	(2,261,455)	(237,567)	(1,263,278)
Other assets ....................................................................................................................................................	(359,330)	(339,141)	(551,926)
Payables:
Brokers, dealers and clearing organizations ...........................................................................................	3,266,151	(48,889)	1,054,135
Customers ....................................................................................................................................................	1,142,739	113,418	83,181
Securities loaned ............................................................................................................................................	(2,464)	702,646	431,423
Financial instruments sold, not yet purchased ..........................................................................................	2,302,187	(234,747)	(8,894)
Securities sold under agreements to repurchase ......................................................................................	(188,543)	1,427,068	3,324,482
Lease liabilities ...............................................................................................................................................	(65,791)	(65,417)	(52,129)
Accrued expenses and other liabilities .......................................................................................................	315,190	925,006	(318,798)
Net cash used in operating activities from continuing operations ..........................................................	(1,495,143)	(140,466)	(1,933,626)
Net cash (used in) provided by operating activities from discontinued operations .............................	(4,374)	(68,789)	—
Cash flows from investing activities:
Contributions to investments in and loans to related parties ..................................................................	(953,024)	(1,080,358)	(251,751)
Capital distributions from investments and repayments of loans from related parties ......................	834,842	936,684	116,750
Originations and purchases of automobile loans, notes and other receivables ...................................	—	(89,540)	(441,583)
Principal collections of automobile loans, notes and other receivables ................................................	—	83,268	350,348
Net payments on premises and equipment ...............................................................................................	(207,467)	(250,584)	(1,155)
Proceeds from assets held for sale .............................................................................................................	26,843	—	—
Net cash acquired in business acquisitions ...............................................................................................	—	—	215,187
Proceeds from sales of subsidiary and investment in related parties, net of cash of operations<br><br>sold ..............................................................................................................................................................	—	610,843	—
Net cash (used in) provided by investing activities from continuing operations ..................................	(298,806)	210,313	(12,204)
November 2025 Form 10-K	50
---	---

Consolidated Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2025	2024	2023
Cash flows from financing activities:
Proceeds from short-term borrowings ........................................................................................................	$10,360,275	$6,219,084	$5,413,000
Payments on short-term borrowings ...........................................................................................................	(9,037,414)	(6,743,153)	(5,010,868)
Proceeds from issuance of long-term debt, net of issuance costs ........................................................	6,043,025	5,952,286	2,209,672
Repayment of long-term debt .......................................................................................................................	(4,059,438)	(2,427,653)	(1,282,369)
Proceeds from conversion of common to preferred shares ...................................................................	—	9,844	31,500
Purchase of common shares for treasury ..................................................................................................	(58,515)	(44,312)	(169,402)
Dividends paid to common and preferred shareholders ..........................................................................	(374,130)	(302,964)	(278,595)
Net proceeds from other secured financings ............................................................................................	702,959	877,962	89,073
Net change in bank overdrafts .....................................................................................................................	(2,184)	(23,933)	52,054
Proceeds from contributions of noncontrolling interests ........................................................................	18,209	10,039	—
Payments on distributions to noncontrolling interests ............................................................................	(14,034)	(13,407)	—
Other .................................................................................................................................................................	13,170	6,104	6,059
Net cash provided by financing activities from continuing operations ...................................................	3,591,923	3,519,897	1,060,124
Net cash used in financing activities from discontinued operations ......................................................	—	(170,631)	—
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ................................	2,372	(2,246)	54,911
Change in cash, cash equivalents, and restricted cash reclassified from (to) assets held for sale .....	—	(13,224)	(45,691)
Net increase (decrease) in cash, cash equivalents, and restricted cash ..................................................	1,795,974	3,348,078	(830,795)
Cash, cash equivalents, and restricted cash at beginning of period .........................................................	13,165,612	9,830,758	10,707,244
Cash, cash equivalents, and restricted cash at end of period ...................................................................	$14,961,586	$13,165,612	$9,830,758
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .............................................................................................................................................................	$3,478,237	$3,440,878	$2,348,061
Income taxes, net (1) .....................................................................................................................................	291,970	257,503	159,359

(1)Includes the purchase of tax credits in the aggregate of $163.6 million for the year ended November 30, 2025.

Noncash investing activities:

During the year ended November 30, 2025, we donated land with a fair market value of $5.7 million.

During the year ended November 30, 2025 and 2024, we had stock distributions of $0.4 million and $0.6 million, respectively, from our

equity method investments.

During the year ended November 30, 2023, we had acquisition related activity attributable to Vitesse Oil, LLC of $30.6 million.

Noncash financing activities:

During the year ended November 30, 2023, we had capital distributions of $527.0 million and $31.4 million to our shareholders and

noncontrolling interest holders, respectively, related to the spin-off of Vitesse Energy, Inc.

During the year ended November 30, 2023, preferred shares of $125.0 million were converted to common shares.

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

	November 30,
$ in thousands	2025	2024
Cash and cash equivalents ...........................................................................................................................................	$14,043,889	$12,153,414
Cash on deposit for regulatory purposes with clearing and depository organizations .......................................	917,697	1,012,198
Total cash, cash equivalents and restricted cash ....................................................................................................	$14,961,586	$13,165,612

See accompanying notes to consolidated financial statements.

51	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Index

	Page
Note 1. Organization and Basis of Presentation ......................................................................................................................................................................	52
Note 2. Summary of Significant Accounting Policies .............................................................................................................................................................	52
Note 3. Accounting Developments ............................................................................................................................................................................................	58
Note 4. Business Acquisitions and Discontinued Operations ................................................................................................................................................	59
Note 5. Fair Value Disclosures ....................................................................................................................................................................................................	60
Note 6. Derivative Financial Instruments ..................................................................................................................................................................................	72
Note 7. Collateralized Transactions ...........................................................................................................................................................................................	75
Note 8. Securitization Activities .................................................................................................................................................................................................	78
Note 9. Variable Interest Entities ................................................................................................................................................................................................	78
Note 10. Investments ...................................................................................................................................................................................................................	81
Note 11. Credit Losses on Financial Assets Measured at Amortized Cost .........................................................................................................................	85
Note 12. Goodwill and Intangible Assets ..................................................................................................................................................................................	85
Note 13. Revenues from Contracts with Customers ...............................................................................................................................................................	87
Note 14. Compensation Plans ....................................................................................................................................................................................................	89
Note 15. Benefit Plans .................................................................................................................................................................................................................	92
Note 16. Leases ............................................................................................................................................................................................................................	93
Note 17. Borrowings .....................................................................................................................................................................................................................	94
Note 18. Total Equity ....................................................................................................................................................................................................................	96
Note 19. Income Taxes ................................................................................................................................................................................................................	98
Note 20. Commitments, Contingencies and Guarantees .......................................................................................................................................................	100
Note 21. Regulatory Requirements ............................................................................................................................................................................................	101
Note 22. Segment Reporting .......................................................................................................................................................................................................	102
Note 23. Related Party Transactions .........................................................................................................................................................................................	103
November 2025 Form 10-K	52
---	---

Notes to Consolidated Financial Statements

Note 1. Organization and Basis of Presentation

Organization

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

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 (sold

in April 2024). The Asset Management reportable business

segment provides alternative investment management services

to investors globally 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”) and OpNet S.p.A. (“OpNet”), investments

in our legacy merchant banking portfolio which became

consolidated subsidiaries. In April 2024, we finalized the sale of

Foursight Capital LLC (“Foursight”). In August 2024, OpNet sold

substantially all of its wholesale operating assets to Wind Tre

S.p.A., a subsidiary of CK Hutchison Group Telecom Holdings

Ltd. Refer to Note 4, Business Acquisitions 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”) for financial information.

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.

Certain prior period amounts in our Consolidated Financial

Statements and respective notes have been reclassified to be

consistent with the current period presentation. Such

reclassifications had no impact on net earnings, total assets,

total liabilities, or stockholders’ equity.

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

Revenue Recognition Policies

Commissions and Other Fees. All customer securities

transactions are reported in our Consolidated Statements of

Financial Condition on a settlement date basis with related

income reported on a trade-date basis. We permit institutional

customers to allocate a portion of their gross commissions to

pay for research products and other services provided by third

parties. The amounts allocated for those purposes are commonly

referred to as soft dollar arrangements. These arrangements are

accounted for on an accrual basis and, as we are acting as an

agent in these arrangements, netted against commission

revenues. In addition, we earn asset-based fees associated with

the management and supervision of assets, account services and

administration related to customer accounts. We also earn

commissions on execution services provided to customers in

facilitating prime brokerage services.

Principal Transactions. Financial instruments owned and

Financial instruments sold, not yet purchased are carried at fair

value with gains and losses reflected in Principal transactions

revenues, except for derivatives accounted for as hedges (refer

to “Hedge Accounting” section herein and Note 6, Derivative

Financial Instruments). Fees received on loans carried at fair

value are also recorded in Principal transactions revenues.

Investment Banking. Advisory fees from mergers and acquisitions

engagements are recognized at a point in time when the related

transaction is completed. Advisory retainer fees from

restructuring engagements are recognized over time using a time

elapsed measure of progress. Expenses associated with

53	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

investment banking advisory engagements are deferred only to

the extent they are explicitly reimbursable by the client and the

related revenue is recognized at a point in time. All other

investment banking advisory related expenses, including

expenses incurred related to restructuring advisory engagements,

are expensed as incurred. All investment banking advisory

expenses are recognized within their respective expense

category on the Consolidated Statements of Earnings and any

expenses reimbursed by clients are recognized as Investment

banking revenues.

Underwriting and placement agent revenues are recognized at a

point in time on trade-date. Costs associated with underwriting

activities are deferred until the related revenue is recognized or

the engagement is otherwise concluded and are recorded on a

gross basis within Underwriting costs.

Asset Management Fees and Revenues. Asset management fees

and revenues consist of asset management fees, as well as

revenues from strategic affiliates pursuant to arrangements,

which entitle us to portions of the revenues and/or profits of the

affiliated managers and perpetual rights to certain defined

revenues for a given revenue share period. Revenue from

strategic affiliates pursuant to such arrangements is recognized

at the end of the defined revenue or profit share period when the

revenues have been realized and all contingencies have been

resolved.

Management and administrative fees are generally recognized

over the period that the related service is provided. Performance

fee revenue is generally recognized only at the end of the

performance period to the extent that the benchmark return has

been met.

Interest Revenue and Expense. We recognize contractual interest

on Financial instruments owned and Financial instruments sold,

not yet purchased, on an accrual basis as a component of

interest revenue and expense. Interest flows on derivative trading

transactions and dividends are included as part of the fair

valuation of these contracts and recognized in Principal

transactions revenues rather than as a component of interest

revenue or expense. We account for our short- and long-term

borrowings at amortized cost, except for those for which we have

elected the fair value option, with related interest recorded on an

accrual basis as Interest expense. Discounts/premiums arising

on our long-term debt are accreted/amortized to Interest expense

using the effective yield method over the remaining lives of the

underlying debt obligations. We recognize interest revenue

related to our securities borrowed and securities purchased

under agreements to resell activities and interest expense related

to our securities loaned and securities sold under agreements to

repurchase activities on an accrual basis. In addition, we

recognize interest income as earned on brokerage customer

margin balances and interest expense as incurred on credit

balances.

Other Revenues. Other revenues include revenue from the sale of

real estate and revenues from providing internet connection and

broadband services. Revenues from the sales of real estate are

recognized at a point in time when the related transaction is

complete. If performance obligations under the contract with a

customer related to a parcel of real estate are not yet complete

when title transfers to the buyer, revenue associated with the

incomplete performance obligations is deferred until the

performance obligation is completed. Revenues from internet

connection services are recognized based on volume based

pricing and revenue from activating broadband services are

recognized on a straight-line basis over a two year period. Fees

related to selling and licensing information and data to clients is

recognized ratably over the related contract service period.

Cash Equivalents

Cash equivalents include highly liquid investments, including

money market funds and certificates of deposit, not held for

resale with original maturities of three months or less.

Cash and Securities Segregated and on Deposit for Regulatory

Purposes or Deposited with Clearing and Depository

Organizations

In accordance with Rule 15c3-3 of the Securities Exchange Act of

1934, Jefferies LLC as a broker-dealer carrying client accounts, is

subject to requirements related to maintaining cash or qualified

securities in a segregated reserve account for the exclusive

benefit of its clients. Certain other entities are also obligated by

rules mandated by their primary regulators to segregate or set

aside cash or equivalent securities to satisfy regulations,

promulgated to protect customer assets. In addition, certain

exchange and/or clearing organizations require cash and/or

securities to be deposited by us to conduct day-to-day activities.

Amounts may also include cash and cash equivalents that are

restricted for other business purposes.

Financial Instruments and Fair Value

Financial instruments owned and Financial instruments sold, not

yet purchased are recorded at fair value, either as required by

accounting pronouncements or through the fair value option

election. These instruments primarily represent our trading

activities and include both cash and derivative products. Our

derivative products are acquired or originated for trading

purposes and are included within operating activities on our

Consolidated Statements of Cash Flows. Gains and losses are

recognized in Principal transactions revenues. 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).

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 as follows:

November 2025 Form 10-K	54

Notes to Consolidated Financial Statements

Level 1:	Quoted prices are available in active markets for<br><br>identical assets or liabilities at the reported date.<br><br>Valuation adjustments and block discounts are not<br><br>applied to Level 1 instruments.
Level 2:	Pricing inputs other than quoted prices in active<br><br>markets, which are either directly or indirectly<br><br>observable at the reported date. The nature of these<br><br>financial instruments include cash instruments for<br><br>which quoted prices are available but traded less<br><br>frequently, derivative instruments for which fair values<br><br>have been derived using model inputs that are directly<br><br>observable in the market, or can be derived principally<br><br>from, or corroborated by, observable market data, and<br><br>financial instruments that are fair valued by reference<br><br>to other similar financial instruments, the parameters<br><br>of which can be directly observed.
Level 3:	Instruments that have little to no pricing observability<br><br>at the reported date. These financial instruments are<br><br>measured using management’s best estimate of fair<br><br>value, where the inputs into the determination of fair<br><br>value require significant management judgment or<br><br>estimation.

Certain financial instruments have bid and ask prices that can be

observed in the marketplace. For financial instruments whose

inputs are based on bid-ask prices, the financial instrument is

valued at the point within the bid-ask range that meets our best

estimate of fair value. We use prices and inputs that are current

at the measurement date. For financial instruments that do not

have readily determinable fair values using quoted market prices,

the determination of fair value is based on the best available

information, taking into account the types of financial

instruments, current financial information, restrictions (if any) on

dispositions, fair values of underlying financial instruments and

quotations for similar instruments.

The valuation of financial instruments may include the use of

valuation models and other techniques. Adjustments to

valuations derived from valuation models are permitted based on

management’s judgment, which takes into consideration the

features of the financial instrument such as its complexity, the

market in which the financial instrument is traded and underlying

risk uncertainties about market conditions. Adjustments from the

price derived from a valuation model reflect management’s

judgment that other participants in the market for the financial

instrument being measured at fair value would also consider in

valuing that same financial instrument. To the extent that

valuation is based on models or inputs that are less observable

or unobservable in the market, the determination of fair value

requires more judgment.

The availability of observable inputs can vary and is affected by a

wide variety of factors, including, for example, the type of

financial instrument and market conditions. As the observability

of prices and inputs may change for a financial instrument from

period to period, this condition may cause a transfer of an

instrument among the fair value hierarchy levels. The degree of

judgment exercised in determining fair value is greatest for

instruments categorized within Level 3.

Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are carried at the

amounts of cash collateral advanced and received in connection

with the transactions and accounted for as collateralized

financing transactions. In connection with both trading and

brokerage activities, we borrow securities to cover short sales

and to complete transactions in which customers have failed to

deliver securities by the required settlement date and lend

securities to other brokers and dealers for similar purposes.

When we borrow securities, we generally provide cash to the

lender as collateral, which is reflected in our Consolidated

Statements of Financial Condition as Securities borrowed. We

earn interest revenues on this cash collateral. Similarly, when we

lend securities to another party, that party provides cash to us as

collateral, which is reflected in our Consolidated Statements of

Financial Condition as Securities loaned. We pay interest expense

on the cash collateral received from the party borrowing the

securities. The initial collateral advanced or received

approximates or is greater than the fair value of the securities

borrowed or loaned. We monitor the fair value of the securities

borrowed and loaned on a daily basis and request additional

collateral or return excess collateral, as appropriate. In instances

where the Company receives securities as collateral in

connection with securities-for-securities transactions in the

which the Company is the lender of securities and is permitted to

sell or repledge the securities received as collateral, the Company

reports the fair value of the collateral received and the related

obligation to return the collateral in the Company’s Consolidated

Statements of Financial Condition.

Securities Purchased Under Agreements to Resell and Securities

Sold Under Agreements to Repurchase

Securities purchased under agreements to resell and Securities

sold under agreements to repurchase (collectively “repos”) are

accounted for as collateralized financing transactions and are

recorded at their contracted resale or repurchase amount plus

accrued interest. We earn and incur interest over the term of the

repo, which is reflected in Interest revenue and Interest expense

on an accrual basis. Repos are presented in our Consolidated

Statements of Financial Condition on a net-basis by counterparty,

where permitted by U.S. GAAP. We monitor the fair value of the

underlying securities daily versus the related receivable or

payable balances. Should the fair value of the underlying

securities decline or increase, additional collateral is requested or

excess collateral is returned, as appropriate.

Offsetting of Derivative Financial Instruments and Securities

Financing Agreements

To manage our exposure to credit risk associated with our

derivative activities and securities financing transactions, we may

enter into International Swaps and Derivative Association, Inc.

(“ISDA”) master netting agreements, master securities lending

agreements, master repurchase agreements or similar

agreements and collateral arrangements with counterparties. A

master agreement creates a single contract under which all

transactions between two counterparties are executed allowing

for trade aggregation and a single net payment obligation. Master

agreements provide protection in bankruptcy in certain

circumstances and, where legally enforceable, enable receivables

and payables with the same counterparty to be settled or

otherwise eliminated by applying amounts due against all or a

portion of an amount due from the counterparty or a third-party.

Under our ISDA master netting agreements, we typically also

execute credit support annexes, which provide for collateral,

either in the form of cash or securities, to be posted by or paid to

a counterparty based on the fair value of the derivative receivable

or payable based on the rates and parameters established in the

credit support annex.

55	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

In the event of the counterparty’s default, provisions of the

master agreement permit acceleration and termination of all

outstanding transactions covered by the agreement such that a

single amount is owed by, or to, the non-defaulting party. In

addition, any collateral posted can be applied to the net

obligations, with any excess returned; and the collateralized party

has a right to liquidate the collateral. Any residual claim after

netting is treated along with other unsecured claims in

bankruptcy court.

The conditions supporting the legal right of offset may vary from

one legal jurisdiction to another and the enforceability of master

netting agreements and bankruptcy laws in certain countries or in

certain industries is not free from doubt. The right of offset is

dependent both on contract law under the governing

arrangement and consistency with the bankruptcy laws of the

jurisdiction where the counterparty is located. Industry legal

opinions with respect to the enforceability of certain standard

provisions in respective jurisdictions are relied upon as a part of

managing credit risk. In cases where we have not determined an

agreement to be enforceable, the related amounts are not offset.

Master netting agreements are a critical component of our risk

management processes as part of reducing counterparty credit

risk and managing liquidity risk.

We are also a party to clearing agreements with various central

clearing parties. Under these arrangements, the central clearing

counterparty facilitates settlement between counterparties based

on the net payable owed or receivable due and, with respect to

daily settlement, cash is generally only required to be deposited

to the extent of the net amount. In the event of default, a net

termination amount is determined based on the market values of

all outstanding positions and the clearing organization or clearing

member provides for the liquidation and settlement of the net

termination amount among all counterparties to the open

contracts or transactions.

Securitization Activities

We engage in securitization activities related to corporate loans,

consumer loans, mortgage loans and mortgage-backed and other

asset-backed securities. Transfers of financial assets to secured

funding vehicles are accounted for as sales when we have

relinquished control over the transferred assets. The gain or loss

on sale of such financial assets depends, in part, on the previous

carrying amount of the assets involved in the transfer allocated

between the assets sold and the retained interests, if any, based

upon their respective fair values at the date of sale. We may

retain interests in the securitized financial assets as one or more

tranches of the securitization. These retained interests are

included in Financial instruments owned, at fair value. Any

changes in the fair value of such retained interests are

recognized in Principal transactions revenues.

When a transfer of assets does not meet the criteria of a sale, we

account for the transfer as a secured borrowing and continue to

recognize the assets of a secured borrowing in Financial

instruments owned and recognize the associated financing in

Other secured financings.

Investments in and Loans to Related Parties

Investments in and loans to related parties include investments

in operating entities in which we exercise significant influence

and investments in limited partnerships or certain limited liability

companies where our interest is more than minor. Investments in

and loans to related parties also includes loans made to these

investees as well as loans to private equity and other entities

considered to be integral to our asset management activities.

Investments in and loans to related parties are accounted for

using the equity method or at cost, as appropriate, and reviewed

for impairment when changes in circumstances may indicate a

decrease in value which is other than temporary. Revenues on

Investments in and loans to related parties are included in Other

revenues. Refer to Note 10, Investments, and Note 23, Related

Party Transactions for additional information regarding certain of

these investments.

Credit Losses

Financial assets measured at amortized cost are presented at

the net amount expected to be collected and the measurement of

credit losses and any expected increases in expected credit

losses are recognized in earnings. The estimate of expected

credit losses involves judgment and is based on an assessment

over the life of the financial instrument taking into consideration

current market conditions and reasonable and supportable

forecasts of expected future economic conditions.

Goodwill and Intangible Assets

Goodwill. Goodwill represents the excess acquisition cost over

the fair value of net tangible and intangible assets

acquired. Goodwill is not amortized and is subject to annual

impairment testing on August 1 for our Investment Banking,

Fixed Income, Equities and Asset Management reporting units,

on November 30 for other identified reporting units or between

annual tests if an event or change in circumstance occurs that

would more likely than not reduce the fair value of a reporting

unit below its carrying value. The goodwill impairment test is

performed at the reporting unit level by comparing the estimated

fair value of a reporting unit with its respective carrying value,

including goodwill and allocated intangible assets. If the fair

value is less than the carrying value, then an impairment loss is

recognized for the amount by which the carrying value of the

reporting unit exceeds the reporting unit’s fair value.

When assessing goodwill for impairment, first, a qualitative

assessment can be made to determine whether it is more likely

than not that the estimated fair value of a reporting unit is less

than its carrying value. If the results of the qualitative

assessment are not conclusive, a quantitative goodwill test is

performed. If the estimated fair value exceeds the carrying value,

goodwill at the reporting unit level is not impaired. Alternatively, a

quantitative goodwill test can be performed without performing a

qualitative assessment.

November 2025 Form 10-K	56

Notes to Consolidated Financial Statements

The fair value of a reporting unit is based on widely accepted

valuation techniques that we believe market participants would

use, although the valuation process requires significant judgment

and often involves the use of significant estimates and

assumptions. The methodologies we utilize in estimating the fair

value of reporting units include market valuation methods that

incorporate price-to-earnings and price-to-book multiples of

comparable exchange-traded companies and multiples of merger

and acquisitions of similar businesses and/or projected cash

flows. The estimates and assumptions used in determining fair

value could have a significant effect on whether or not an

impairment charge is recorded and the magnitude of such a

charge. Adverse market or economic events could result in

impairment charges in future periods.

Intangible Assets. Intangible assets deemed to have finite lives

are amortized on a straight-line basis over their estimated useful

lives, where the useful life is the period over which the asset is

expected to contribute directly, or indirectly, to our future cash

flows. Intangible assets are reviewed for impairment on an

interim basis when certain events or circumstances exist. For

intangible assets deemed to be impaired, an impairment loss is

recognized for the amount by which the intangible asset’s

carrying value exceeds its fair value. At least annually, the

remaining useful life is evaluated.

An intangible asset with an indefinite useful life is not amortized

but assessed for impairment annually, or more frequently, when

events or changes in circumstances occur indicating that it is

more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair

value. In testing for impairment, we have the option to first

perform a qualitative assessment to determine whether it is more

likely than not that an impairment exists. If it is determined that it

is not more likely than not that an impairment exists, a

quantitative impairment test is not necessary. If we conclude

otherwise, we are required to perform a quantitative impairment

test.

Intangible assets are included in Other assets. Our annual

indefinite-lived intangible asset impairment testing date is August

1. To the extent an impairment loss is recognized, the loss

establishes the new cost basis of the asset that is amortized over

the remaining useful life of that asset, if any. Subsequent reversal

of impairment losses is not permitted.

Premises and Equipment

Premises and equipment consist of leasehold improvements,

furniture, fixtures, computer and communications equipment,

capitalized software (externally purchased and developed for

internal use) and owned aircraft. Furniture, fixtures, computer and

communications equipment, capitalized software are

depreciated using the straight-line method over the estimated

useful lives of the related assets (generally three to ten years).

Leasehold improvements are amortized using the straight-line

method over the term of the related leases or the estimated

useful lives of the assets, whichever is shorter. The carrying

values of internally developed software ready for its intended use

are depreciated over the remaining useful life of each capitalized

software.

At November 30, 2025 and 2024, premises and equipment (not

including right-of-use assets) amounted to $1.63 billion and

$1.51 billion, respectively. Accumulated depreciation and

amortization was $907.2 million and $816.1 million at

November 30, 2025 and 2024, respectively.

Depreciation and amortization expense amounted to $192.3

million, $190.3 million and $112.2 million for the years ended

November 30, 2025, 2024 and 2023, respectively.

Leases

For leases with an original term longer than one year, lease

liabilities are initially recognized on the lease commencement

date based on the present value of the future minimum lease

payments over the lease term, including non-lease components

such as fixed common area maintenance costs and other fixed

costs for generally all leases. A corresponding right-of-use

(“ROU”) asset is initially recognized equal to the lease liability

adjusted for any lease prepayments, initial direct costs and lease

incentives. The ROU assets are included within Premises and

equipment on our Consolidated Statements of Financial

Condition and are amortized over the lease term with the

resulting amortization expense included in Occupancy and

equipment rental in our Statements of Consolidated Earnings and

Other adjustments in our Consolidated Statements of Cash

Flows.

The discount rates used in determining the present value of

leases represent our collateralized borrowing rate considering

each lease’s term and currency of payment. The lease term

includes options to extend or terminate the lease when it is

reasonably certain that we will exercise that option. Certain

leases have renewal options that can be exercised at the

discretion of the Company. Lease expense is generally

recognized on a straight-line basis over the lease term and

included in Occupancy and equipment rental expense.

Real Estate and Costs of Sales

We have a consolidated entity that engages in real estate

activities.

Real estate is classified within Other assets and includes all

expenditures incurred in connection with the acquisition,

development and construction of properties. Interest, payroll

related to construction, property taxes and other professional

fees attributable to land and property construction are capitalized

and added to the cost of those properties when active

development begins and ends when the property development is

fully completed and ready for its intended use. During the years

ended November 30, 2025, 2024 and 2023, capitalized interest of

$23.3 million, $14.2 million and $12.9 million, respectively, was

allocated among real estate projects that are currently under

development.

Cost of goods sold is recognized within Non-interest expenses.

57	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Impairment of Long-Lived Assets

We evaluate our long-lived assets for impairment whenever

events or changes in circumstances indicate, in management’s

judgment, that the carrying value of such assets may not be

recoverable. When testing for impairment, we group our long-

lived assets with other assets and liabilities at the lowest level for

which identifiable cash flows are largely independent of the cash

flows of other assets and liabilities (or asset group). The

determination of whether an asset group is recoverable is based

on management’s estimate of undiscounted future cash flows

directly attributable to the asset group as compared to its

carrying value. If the carrying amount of the asset group is

greater than the undiscounted cash flows, an impairment loss

would be recognized for the amount by which the carrying

amount of the asset group exceeds its estimated fair value.

Assets Held for Sale

We classify assets and related liabilities as held for sale when: (i)

management has committed to a plan to sell the assets, (ii) the

net assets are available for immediate sale, (iii) there is an active

program to locate a buyer and (iv) the sale and transfer of the net

assets is probable within one year. Assets and liabilities held for

sale generally are presented separately on our Consolidated

Statements of Financial Condition with a valuation allowance, if

necessary, to recognize the net carrying amount at the lower of

cost or fair value, less costs to sell. Depreciation of property,

plant and equipment and amortization of finite-lived intangible

assets and right-of-use assets are not recorded while these

assets are classified as held for sale. For each period that assets

are classified as being held for sale, they are tested for

recoverability. Refer to Note 4. Business Acquisitions and

Discontinued Operations for additional information.

Share-based Compensation

Share-based awards are measured based on the fair value of the

award and recognized over the required service or vesting period.

Certain executive and employee share-based awards contain

market, performance and/or service conditions. Market

conditions are incorporated into the grant-date fair value using a

Monte Carlo valuation model. Compensation expense for awards

with market conditions is recognized over the service period and

is not reversed if the market condition is not met. Awards with

performance conditions are amortized over the service period if it

is determined that it is probable that the performance condition

will be achieved. The fair value of options is estimated at the date

of grant using the Black-Scholes option pricing model. We

account for forfeitures as they occur, which results in dividends

and dividend equivalents originally charged against retained

earnings for forfeited shares to be reclassified to compensation

expense in the period in which the forfeiture occurs.

Income Taxes

Deferred tax assets and liabilities are recognized for the future

tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and

liabilities and their respective tax bases and for tax loss

carryforwards. Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to

be recovered or settled. The effect of a change in tax rates on

deferred tax assets and liabilities is recognized in income in the

period that includes the enactment date. The realization of

deferred tax assets is assessed and a valuation allowance is

recorded to the extent that it is more likely than not that any

portion of the deferred tax asset will not be realized on the basis

of its projected tax return results.

We record uncertain tax positions using a two-step process:

(i) we determine whether it is more likely than not that each tax

position will be sustained on the basis of the technical merits of

the position; and (ii) for those tax positions that meet the more-

likely-than-not recognition threshold, we recognize the largest

amount of tax benefit that is more than 50 percent likely to be

realized upon ultimate settlement with the related tax authority.

We use the portfolio approach relating to the release of stranded

tax effects recorded in accumulated other comprehensive

income (loss).

Earnings per Common Share

Basic earnings per share is calculated using the two-class

method and is computed by dividing net earnings available to

common shareholders by the weighted average number of

common shares outstanding and certain other shares committed

to be, but not yet issued. Net earnings available to common

shareholders represent net earnings to common shareholders

reduced by the allocation of earnings to participating

securities. Losses are not allocated to participating

securities. Common shares outstanding and certain other shares

committed to be, but not yet issued, include restricted stock and

restricted stock units (“RSUs”) for which no future service is

required.

Diluted earnings per share is calculated using the two-class

method using the treasury stock or if-converted method, with the

more dilutive amount being reported. Diluted earnings per share

is computed by taking the sum of net earnings available to

common shareholders, dividends on preferred shares and

dividends on dilutive mandatorily redeemable convertible

preferred shares, divided by the weighted average number of

common shares outstanding and certain other shares committed

to be, but not yet issued, plus all dilutive common stock

equivalents outstanding during the period.

Preferred shares and unvested share-based payment awards that

contain nonforfeitable rights to dividends or dividend equivalents

(whether paid or unpaid) are participating securities and,

therefore, are included in the earnings allocation in computing

earnings per share under the two-class method of earnings per

share. Restricted stock and RSUs granted as part of share-based

compensation contain nonforfeitable rights to dividends and

dividend equivalents, respectively, and therefore, prior to the

requisite service being rendered for the right to retain the award,

restricted stock and RSUs meet the definition of a participating

security. RSUs granted under the senior executive compensation

plan are not considered participating securities as the rights to

dividend equivalents are forfeitable.

November 2025 Form 10-K	58

Notes to Consolidated Financial Statements

Legal Reserves

In the normal course of business, we have been named, from

time to time, as a defendant in legal and regulatory proceedings.

We are also involved, from time to time, in other exams,

investigations and similar reviews (both formal and informal) by

governmental and self-regulatory agencies regarding our

businesses, certain of which may result in judgments,

settlements, fines, penalties or other injunctions.

We recognize a liability for a contingency in Accrued expenses

and other liabilities when it is probable that a liability has been

incurred and the amount of loss can be reasonably estimated. If

the reasonable estimate of a probable loss is a range, we accrue

the most likely amount of such loss, and if such amount is not

determinable, then we accrue the minimum in the range as the

loss accrual. The determination of the outcome and loss

estimates requires significant judgment on the part of

management. We believe that any other matters for which we

have determined a loss to be probable and reasonably estimable

are not material to our consolidated financial statements.

In many instances, it is not possible to determine whether any

loss is probable or even possible or to estimate the amount of

any loss or the size of any range of loss. We believe that, in the

aggregate, the pending legal actions or regulatory proceedings

and any other exams, investigations or similar reviews (both

formal and informal) should not have a material adverse effect

on our consolidated results of operations, cash flows or financial

condition. In addition, we believe that any amount of potential

loss or range of potential loss in excess of what has been

provided in our consolidated financial statements that could be

reasonably estimated is not material.

Hedge Accounting

Hedge accounting is applied using interest rate swaps

designated as fair value hedges of changes in the benchmark

interest rate of fixed rate senior long-term debt. The interest rate

swaps are included as derivative contracts in Financial

instruments owned and Financial instruments sold, not yet

purchased. We use regression analysis to perform ongoing

prospective and retrospective assessments of the effectiveness

of these hedging relationships. A hedging relationship is deemed

effective if the change in fair value of the interest rate swap and

the change in the fair value of the long-term debt due to changes

in the benchmark interest rate offset within a range of 80% -

125%. The impact of valuation adjustments related to our own

credit spreads and counterparty credit spreads are included in

the assessment of effectiveness.

For qualifying fair value hedges of benchmark interest rates, the

change in the fair value of the derivative and the change in fair

value of the long-term debt provide offset of one another and,

together with any resulting ineffectiveness, are recorded in

Interest expense.

We seek to reduce the impact of fluctuations in foreign exchange

rates on our net investments in certain non-U.S. operations

through the use of foreign exchange contracts. The foreign

exchange contracts are included as derivative contracts in

Financial instruments owned and Financial instruments sold, not

yet purchased. For foreign exchange contracts designated as

hedges, the effectiveness of the hedge is assessed based on the

overall changes in the fair value of the forward contracts (i.e.,

based on changes in forward rates). For qualifying net

investment hedges, all gains or losses on the hedging

instruments are included in Currency translation adjustments and

other in our Consolidated Statements of Comprehensive Income.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries having non-U.S.

dollar functional currencies are translated at exchange rates at

the end of a period. Revenues and expenses are translated at

average exchange rates during the period. The gains or losses

resulting from translating foreign currency financial statements

into U.S. dollars, net of hedging gains or losses and taxes, if any,

are included in Other comprehensive income. Gains or losses

resulting from foreign currency transactions are included in

Principal transactions revenues.

Note 3. Accounting Developments

Accounting Standards to be Adopted in Future Periods

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.

Credit Losses. In July 2025, the FASB issued ASU No. 2025-05

(“ASU 2025-05”), Financial Instruments–Credit Losses. The

guidance provides an optional practical expedient when applying

the guidance related to the estimation of expected credit losses

for current accounts receivable and current contract assets

resulting from transactions arising from contracts with

customers. The amendments in ASU 2025-05 are effective for

fiscal years beginning after December 15, 2025, and interim

reporting periods, with early adoption permitted. We are

evaluating the impact of the standard on our financial

statements.

Internal-Use Software. In September 2025, the FASB issued ASU

No. 2025-06 (“ASU 2025-06”), Intangibles–Goodwill and Other–

Internal-Use Software. The guidance modernizes and clarifies the

threshold for when an entity is required to start capitalizing

software costs and is based on when (i) management has

authorized and committed to funding the software project and (ii)

it is probable that the project will be completed and the software

will be used to perform the function intended. The amendments

in ASU 2025-06 are effective for fiscal years beginning after

December 15, 2027, and interim reporting periods, with early

adoption permitted. We are evaluating the impact of the standard

on our financial statements.

59	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Derivatives and Hedging and Revenue from Contracts with

Customers. In September 2025, the FASB issued ASU No.

2025-07 (“ASU 2025-07”), Derivatives and Hedging (Topic 815)

and Revenue from Contracts with Customers (Topic 606). The

guidance refines the scope of Topic 815 to clarify which

contracts are subject to derivative accounting. The guidance also

provides clarification under Topic 606 for share-based payments

from a customer in a revenue contract. The amendments in ASU

2025-07 are effective for fiscal years beginning after December

15, 2026, and interim reporting periods, with early adoption

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

financial statements.

Adopted Accounting Standards

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 requires enhanced disclosures about

significant segment expenses. We adopted the guidance

beginning with our year ended November 30, 2025, which

impacted our disclosures only. Refer to Note 22, Segment

Reporting for additional information.

Note 4. Business Acquisitions and Discontinued Operations

OpNet

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

the voting rights of OpNet, a fixed wireless broadband service

provider in Italy, 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 under the acquisition method

of accounting. 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. The remaining identifiable assets and assumed

liabilities of OpNet represented the assets and liabilities of

Tessellis S.p.A. (“Tessellis”), a telecommunications company

publicly listed on the Italian stock exchange. An enterprise value

for Tessellis was estimated based on its market capitalization at

November 30, 2023.

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. 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.

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.

Stratos

We historically held a 49.9% voting interest in Stratos. In March

2023, certain noteholders of Global Brokerage Inc. (“GLBR”) filed

an involuntary bankruptcy petition against GLBR and its

subsidiary, Global Brokerage Holdings LLC (“Holdings”), which

holds a 50.1% voting equity interest in Stratos. On September 14,

2023, we completed a foreclosure on the collateral that GLBR had

pledged to secure its obligations under a credit facility, which

consisted of GLBR’s equity interest in Stratos. As a result of the

foreclosure, we own 100% of the outstanding interests of Stratos;

and Stratos has become a consolidated subsidiary.

In connection with the acquisition of the additional 50.1%

interests in Stratos, we extinguished our senior secured term loan

to Stratos of $39.2 million and recognized a gain of $5.6 million,

which is reflected in Principal transactions revenues. Upon the

acquisition, we remeasured our previously existing 49.9% interest

at fair value and recognized a loss of $4.7 million, in Other

revenues, representing the excess of the carrying value of the

49.9% interest of our $47.9 million equity method investment

over its fair value at the date of acquisition. The fair value of the

previously existing equity interest was measured using an

income approach based on estimates of future expected cash

flows applying a risk-adjusted discount rate of 24.5%. Critical

estimates to derive future expected cash flows includes the use

of projected revenues and expenses, applicable tax rates and

depreciation factors with the risk-adjusted discount rate based

upon an estimated weighted average cost of capital for the

acquired business.

No consideration, other than the nonmonetary exchange of our

senior secured term loan, was transferred in connection with the

foreclosure, which resulted in us obtaining 100% ownership of

the outstanding interests of Stratos. In applying acquisition

accounting, we estimated the overall enterprise fair value of

Stratos consistent with the methodology utilized to fair value our

previously existing 49.9% equity interest. The enterprise fair value

was allocated based on the fair values of the acquired assets and

assumed liabilities resulting in a gain of $0.9 million and goodwill

of $5.5 million.

The results of Stratos’ operations have been included in our

Consolidated Statements of Earnings from the date of

acquisition on September 14, 2023.

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.

November 2025 Form 10-K	60

Notes to Consolidated Financial Statements

Note 5. Fair Value Disclosures

	November 30, 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 ..................................................................................	$7,664,824	$249,847	$218,853	$—	$8,133,524
Corporate debt securities .....................................................................................	—	5,367,201	37,578	—	5,404,779
Collateralized debt obligations and collateralized loan obligations ...............	—	645,798	40,187	—	685,985
U.S. government and federal agency securities ................................................	2,342,718	106,633	—	—	2,449,351
Municipal securities ..............................................................................................	—	563,994	—	—	563,994
Sovereign obligations ............................................................................................	860,832	815,722	—	—	1,676,554
Residential mortgage-backed securities ............................................................	—	1,827,092	6,663	—	1,833,755
Commercial mortgage-backed securities ..........................................................	—	10,458	348	—	10,806
Other asset-backed securities .............................................................................	—	909,474	133,001	—	1,042,475
Loans and other receivables ................................................................................	—	2,111,517	127,720	—	2,239,237
Derivatives ..............................................................................................................	72	5,519,463	10,311	(3,705,764)	1,824,082
Investments at fair value ......................................................................................	—	13,567	163,107	—	176,674
Total financial instruments owned, excluding Investments at fair value<br><br>based on NAV ....................................................................................................	$10,868,446	$18,140,766	$737,768	$(3,705,764)	$26,041,216
Securities received as collateral ..........................................................................	$200,495	$—	$—	$—	$200,495
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ..................................................................................	$5,571,534	$47,631	$155	$—	$5,619,320
Corporate debt securities .....................................................................................	—	2,761,794	3,720	—	2,765,514
Collateralized debt obligations and collateralized loan obligations ...............	—	627	—	—	627
U.S. government and federal agency securities ................................................	1,913,403	4	—	—	1,913,407
Sovereign obligations ............................................................................................	796,564	540,555	—	—	1,337,119
Loans .......................................................................................................................	—	184,391	9,757	—	194,148
Derivatives ..............................................................................................................	24	5,429,227	45,953	(3,985,187)	1,490,017
Total financial instruments sold, not yet purchased .......................................	$8,281,525	$8,964,229	$59,585	$(3,985,187)	$13,320,152
Other secured financings ......................................................................................	$—	$412,510	$13,454	$—	$425,964
Obligation to return securities received as collateral .......................................	200,495	—	—	—	200,495
Long-term debt .......................................................................................................	—	2,671,485	1,063,358	—	3,734,843

(1)Excludes investments at fair value based on net asset value (“NAV”) of $1.68 billion at November 30, 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.

61	Jefferies Financial Group Inc.

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.

The following is a description of the valuation basis, including

valuation techniques and inputs, used in measuring our financial

assets and liabilities that are accounted for at fair value on a

recurring basis:

Cash and securities segregated and on deposit for regulatory

purposes or deposited with clearing and depository organizations

Segregated U.S. Treasury securities are measured based on

quoted market prices obtained from external pricing services and

categorized within Level 1 of the fair value hierarchy.

Corporate Equity Securities

•Exchange-Traded Equity Securities: Exchange-traded equity

securities are measured based on quoted closing exchange

prices, which are generally obtained from external pricing

services, and are categorized within Level 1 of the fair value

hierarchy. Otherwise, they are categorized within Level 2 of the

fair value hierarchy to the extent these securities are actively

traded and valuation adjustments are not applied..

•Non-Exchange-Traded Equity Securities: Non-exchange-traded

equity securities are measured, where available, using broker

quotations, pricing data from external pricing services and

prices observed from recently executed market transactions

and are categorized within Level 2 of the fair value hierarchy.

Where such information is not available, non-exchange-traded

equity securities are categorized within Level 3 of the fair value

hierarchy and measured using valuation techniques involving

quoted prices of or market data for comparable companies,

similar company ratios and multiples (e.g., price/Earnings

before interest, taxes, depreciation and amortization

(“EBITDA”), price/book value), discounted cash flow analyses

and transaction prices observed from subsequent financing or

capital issuance by the company. When using pricing data of

comparable companies, judgment must be applied to adjust

the pricing data to account for differences between the

measured security and the comparable security (e.g., issuer

November 2025 Form 10-K	62

Notes to Consolidated Financial Statements

market capitalization, yield, dividend rate, geographical

concentration).

•Equity Warrants: Non-exchange-traded equity warrants are

measured primarily from observed prices on recently executed

market transactions and broker quotations and are categorized

within Level 2 of the fair value hierarchy. Where such

information is not available, non-exchange-traded equity

warrants are generally categorized within Level 3 of the fair

value hierarchy and can be measured using third-party

valuation services or the Black-Scholes model with key inputs

impacting the valuation including the underlying security price,

implied volatility, dividend yield, interest rate curve, strike price

and maturity date.

Corporate Debt Securities

•Investment Grade Corporate Bonds: Investment grade

corporate bonds are measured primarily using pricing data

from external pricing services and broker quotations, where

available, prices observed from recently executed market

transactions and bond spreads. Investment grade corporate

bonds measured using these valuation methods are

categorized within Level 2 of the fair value hierarchy. If broker

quotes, pricing data or spread data is not available, alternative

valuation techniques may be used. Investment grade corporate

bonds measured using alternative valuation techniques are

categorized within Level 2 or Level 3 of the fair value hierarchy.

•High Yield Corporate and Convertible Bonds: A significant

portion of our high yield corporate and convertible bonds are

categorized within Level 2 of the fair value hierarchy and are

measured primarily using pricing data from external pricing

services and broker quotations, where available, and prices

observed from recently executed market transactions of

institutional size. Where pricing data is less observable,

valuations are categorized within Level 3 of the fair value

hierarchy and are based on pending transactions involving the

issuer or comparable issuers, prices implied from an issuer’s

subsequent financing or recapitalization, models incorporating

financial ratios and projected cash flows of the issuer and

market prices for comparable issuers.

Collateralized Debt Obligations and Collateralized Loan

Obligations

Collateralized debt obligations (“CDOs”) and collateralized loan

obligations (“CLOs”) are measured based on prices observed

from recently executed market transactions of the same or

similar security or based on valuations received from third-party

brokers or data providers and are categorized within Level 2 or

Level 3 of the fair value hierarchy depending on the observability

and significance of the pricing inputs. Valuation that is based on

recently executed market transactions of similar securities

incorporates additional review and analysis of pricing inputs and

comparability criteria, including, but not limited to, collateral type,

tranche type, rating, origination year, prepayment rates, default

rates and loss severity.

U.S. Government and Federal Agency Securities

•U.S. Treasury Securities: U.S. Treasury securities are measured

based on quoted market prices obtained from external pricing

services and categorized within Level 1 of the fair value

hierarchy.

•U.S. Agency Debt Securities: Callable and non-callable U.S.

agency debt securities are measured primarily based on

quoted market prices obtained from external pricing services

and are generally categorized within Level 1 or Level 2 of the

fair value hierarchy.

Municipal Securities

Municipal securities are measured based on quoted prices

obtained from external pricing services, where available, or

recently executed independent transactions of comparable size

and are generally categorized within Level 2 of the fair value

hierarchy.

Sovereign Obligations

Sovereign government obligations are measured based on

quoted market prices obtained from external pricing services,

where available, or recently executed independent transactions of

comparable size. Sovereign government obligations, with

consideration given to the country of issuance, are generally

categorized within Level 1 or Level 2 of the fair value hierarchy.

Residential Mortgage-Backed Securities

•Agency Residential Mortgage-Backed Securities (“RMBS”):

Agency RMBS include mortgage pass-through securities (fixed

and adjustable rate), collateralized mortgage obligations and

principal-only and interest-only (including inverse interest-only)

securities. Agency RMBS are generally measured using recent

transactions, pricing data from external pricing services or

expected future cash flow techniques that incorporate

prepayment models and other prepayment assumptions to

amortize the underlying mortgage loan collateral and are

categorized within Level 2 or Level 3 of the fair value hierarchy.

We use prices observed from recently executed transactions to

develop market-clearing spread and yield assumptions.

Valuation inputs with regard to the underlying collateral

incorporate factors such as weighted average coupon, loan-to-

value, credit scores, geographic location, maximum and

average loan size, originator, servicer and weighted average

loan age.

•Non-Agency RMBS: The fair value of non-agency RMBS is

determined primarily using pricing data from external pricing

services, where available, and discounted cash flow

methodologies and securities are categorized within Level 2 or

Level 3 of the fair value hierarchy based on the observability

and significance of the pricing inputs used. Performance

attributes of the underlying mortgage loans are evaluated to

estimate pricing inputs, such as prepayment rates, default

rates and the severity of credit losses. Attributes of the

underlying mortgage loans that affect the pricing inputs

include, but are not limited to, weighted average coupon;

average and maximum loan size; loan-to-value; credit scores;

documentation type; geographic location; weighted average

loan age; originator; servicer; historical prepayment, default

and loss severity experience of the mortgage loan pool; and

delinquency rate. Yield curves used in the discounted cash flow

models are based on observed market prices for comparable

securities and published interest rate data to estimate market

yields. In addition, broker quotes, where available, are also

referenced to compare prices.

63	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Commercial Mortgage-Backed Securities

•Agency Commercial Mortgage-Backed Securities (“CMBS”):

Government National Mortgage Association (“Ginnie Mae”)

project loan bonds are measured using recent transactions,

pricing data from external pricing services or discount cash

flow methodologies with inputs corroborated from and

benchmarked to observed prices of recent securitization

transactions of similar securities with adjustments

incorporating an evaluation of various factors, including

prepayment speeds, default rates and cash flow structures.

Federal National Mortgage Association (“Fannie Mae”)

Delegated Underwriting and Servicing (“DUS”) mortgage-

backed securities are generally measured by using prices

observed from recently executed market transactions to

estimate market-clearing spread levels for purposes of

estimating fair value. Ginnie Mae project loan bonds and

Fannie Mae DUS mortgage-backed securities are categorized

within Level 2 of the fair value hierarchy.

•Non-Agency CMBS: Non-agency CMBS are measured using

pricing data obtained from external pricing services, prices

observed from recently executed market transactions or based

on expected cash flow models that incorporate underlying loan

collateral characteristics and performance. Non-Agency CMBS

are categorized within Level 2 or Level 3 of the fair value

hierarchy depending on the observability of the underlying

inputs.

Other Asset-Backed Securities

Other asset-backed securities (“ABS”) include, but are not limited

to, securities backed by auto loans, credit card receivables,

student loans and other consumer loans and are categorized

within Level 2 or Level 3 of the fair value hierarchy. Valuations are

primarily determined using pricing data obtained from external

pricing services, broker quotes and prices observed from recently

executed market transactions. In addition, recent transaction

data from comparable deals is deployed to develop market

clearing yields and cumulative loss assumptions. The cumulative

loss assumptions are based on the analysis of the underlying

collateral and comparisons to earlier deals with similar collateral

to gauge the relative performance of the deal.

Loans and Other Receivables

•Corporate Loans: Corporate loans categorized within Level 2 of

the fair value hierarchy are measured based on market

consensus pricing service quotations. Where available, market

price quotations from external pricing services are reviewed to

ensure they are supported by transaction data. Corporate loans

categorized within Level 3 of the fair value hierarchy are

measured based on price quotations that are considered to be

less observable. Price quotations are derived using market

prices for debt securities of the same creditor and estimates of

future cash flows. Future cash flows use assumptions

regarding creditor default and recovery rates, credit rating,

effective yield and consideration of the issuer’s capital

structure.

•Participation Certificates in Agency Residential Loans:

Valuations of participation certificates in agency residential

loans are based on observed market prices of recently

executed purchases and sales of similar loans and data

provider pricing. The loan participation certificates are

categorized within Level 2 of the fair value hierarchy given the

observability and volume of recently executed transactions and

availability of data provider pricing.

•Project Loans and Participation Certificates in Ginnie Mae

Project and Construction Loans: Valuations of participation

certificates in Ginnie Mae project and construction loans are

based on inputs corroborated from and benchmarked to

observed prices of recent securitizations with similar

underlying loan collateral to derive an implied spread.

Securitization prices are adjusted to estimate the fair value of

the loans to account for the arbitrage that is realized at the

time of securitization. The measurements are categorized

within Level 2 of the fair value hierarchy given the observability

and volume of recently executed transactions.

•Consumer Loans and Funding Facilities: Consumer and small

business whole loans and related funding facilities are valued

based on observed market transactions and incorporating

valuation inputs including, but not limited to, delinquency and

default rates, prepayment rates, borrower characteristics, loan

risk grades and loan age. These assets are categorized within

Level 2 or Level 3 of the fair value hierarchy.

•Escrow and Claim Receivables: Escrow and claim receivables

are categorized within Level 2 of the fair value hierarchy where

fair value is based on recent observations in the same

receivable. Escrow and claim receivables are categorized

within Level 3 of the fair value hierarchy where fair value is

estimated based on reference to market prices and implied

yields of debt securities of the same or similar issuers.

Derivatives

•Listed Derivative Contracts: Listed derivative contracts that are

actively traded are measured based on quoted exchange

prices, broker quotes or vanilla option valuation models, such

as Black-Scholes, using observable valuation inputs from the

principal market or consensus pricing services. Exchange

quotes and/or valuation inputs are generally obtained from

external vendors and pricing services. Broker quotes are

validated that they are tradeable. Listed derivative contracts

that use exchange close prices are generally categorized within

Level 1 of the fair value hierarchy. All other listed derivative

contracts are generally categorized within Level 2 of the fair

value hierarchy.

•Over-the-Counter (“OTC”) Derivative Contracts: OTC derivative

contracts are generally valued using models, whose inputs

reflect assumptions that we believe market participants would

use in valuing the derivative in a current transaction. Where

available, valuation inputs are calibrated from observable

market data. For many OTC derivative contracts, the valuation

models do not involve material subjectivity as the

methodologies do not entail significant judgment and the

inputs to valuation models do not involve a high degree of

subjectivity as the valuation model inputs are readily

observable or can be derived from actively quoted markets.

OTC derivative contracts are primarily categorized within Level

2 of the fair value hierarchy given the observability and

significance of the inputs to the valuation models. Where

significant inputs to the valuation are unobservable, derivative

instruments are categorized within Level 3 of the fair value

hierarchy.

November 2025 Form 10-K	64

Notes to Consolidated Financial Statements

OTC options include OTC equity, foreign exchange, interest rate

and commodity options measured using various valuation

models, such as Black-Scholes, with key inputs including the

underlying security price, foreign exchange spot rate,

commodity price, implied volatility, dividend yield, interest rate

curve, strike price and maturity date. Discounted cash flow

models are utilized to measure certain OTC derivative

contracts including the valuations of our interest rate swaps,

which incorporate observable inputs related to interest rate

curves, valuations of our foreign exchange forwards and

swaps, which incorporate observable inputs related to foreign

currency spot rates and forward curves and valuations of our

commodity swaps and forwards, which incorporate observable

inputs related to commodity spot prices and forward curves.

Credit default swaps include both index and single-name credit

default swaps. Where available, external data is used in

measuring index credit default swaps and single-name credit

default swaps. For commodity and equity total return swaps,

market prices are generally observable for the underlying asset

and used as the basis for measuring the fair value of the

derivative contracts. Total return swaps executed on other

underlyings are measured based on valuations received from

external pricing services.

Securities Received as Collateral / Obligations to Return Securities

Received as Collateral

In connection with securities-for-securities transactions in which

we are the lender of securities and are permitted to sell or

repledge the securities received as collateral, we report the fair

value of the collateral received and the related obligation to

return the collateral. Valuation is based on the price of the

underlying security and is categorized within the corresponding

leveling guidance above. These financial instruments are typically

categorized within Level 1 of the fair value hierarchy.

Other Secured Financings

Other secured financings that are accounted for at fair value are

classified within Level 2 or Level 3 of the fair value hierarchy. Fair

value is based on estimates of future cash flows incorporating

assumptions regarding recovery rates.

Long-term Debt

Long-term debt includes structured notes where valuation is

linked to the performance of a specific index, a specific equity

security or various interest rate-related features, such as

embedded options (caps, floors, and collars), callable or puttable

provisions, step-up or step-down coupon structures, and floating-

rate components tied to benchmark indices (e.g., SOFR,

EURIBOR). The various valuation models incorporate our own

credit spread, market price quotations from external pricing

sources referencing the appropriate interest rate curves,

volatilities and other inputs as well as prices for transactions in a

given note during the period. Long-term debt notes are generally

categorized within Level 2 of the fair value hierarchy where

market trades have been observed during the period, otherwise

the notes are categorized within Level 3.

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:

	November 30, 2025
$ in thousands	Fair Value<br><br>(1)	Unfunded Commitments	Redemption<br><br>Notice Period
Hedge<br><br>Funds (2) ..............	$888,880	—	45 - 90 days<br><br>45 - 60 days<br><br>N/R
Private Equity<br><br>Funds (3) ..............	66,476	26,828	N/R
Credit<br><br>Funds (4) ..............	490,321	23,847	90 days<br><br>30 days<br><br>N/R
Real Estate and<br><br>Other Funds (5) ....	235,846	114,872	90 days<br><br>N/R
Total ......................	$1,681,523	165,547

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 nine 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; and

•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.

65	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Level 3 Rollforwards

									For instruments still held at<br><br>November 30, 2025, changes<br><br>in unrealized gains/(losses)<br><br>included in:
$ in thousands	Balance at<br><br>November 30,<br><br>2024	Total 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>November 30,<br><br>2025	Earnings (1)	Other<br><br>comprehensive<br><br>income (1)
Assets:
Financial instruments<br><br>owned:
Corporate equity securities ...	$239,364	$(14,552)	$31,127	$(3,286)	$—	$—	$(33,800)	$218,853	$(8,419)	$—
Corporate debt securities ......	24,931	5,015	12,441	(1,767)	(2,961)	—	(81)	37,578	3,998	—
CDOs and CLOs .......................	63,976	(15,633)	75,557	(48,218)	(9,799)	—	(25,696)	40,187	(9,638)	—
Sovereign obligations .............	172	2	—	(174)	—	—	—	—	—	—
RMBS ........................................	7,714	235	—	(845)	(441)	—	—	6,663	(8)	—
CMBS ........................................	477	(129)	—	—	—	—	—	348	(129)	—
Other ABS .................................	103,214	(10,760)	94,034	(52,840)	(10,931)	—	10,284	133,001	(5,738)	—
Loans and other receivables .	152,586	(3,054)	165,778	(113,390)	(39,097)	—	(35,103)	127,720	18,629	—
Investments at fair value .......	137,865	19,273	21,547	(292)	(3,951)	—	(11,335)	163,107	15,330	—
Liabilities:
Financial instruments sold,<br><br>not yet purchased:
Corporate equity securities ...	$208	$(771)	$(413)	$1,131	$—	$—	$—	$155	$779	$—
Corporate debt securities ......	165	2,158	—	508	—	—	889	3,720	(2,158)	—
CMBS ........................................	1,153	35	(35)	—	—	—	(1,153)	—	—	—
Loans ........................................	16,864	(8,476)	(1,038)	119	—	—	2,288	9,757	(7,322)	—
Net derivatives (2) ...................	22,286	(6,031)	(558)	—	(1,753)	22,588	(890)	35,642	(2,454)	—
Other secured financings .......	14,884	(1,210)	—	—	(8,751)	8,531	—	13,454	(74)
Long-term debt ........................	821,903	19,977	—	—	(24,093)	270,483	(24,912)	1,063,358	(14,506)	(5,473)

(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.

Analysis of Level 3 Assets and Liabilities for the Year Ended

November 30, 2025

Transfers of assets of $82.6 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Loans and other receivables of $28.4 million, CDOs and CLOs

of $20.1 million, corporate equity securities of $17.0 million

and other ABS of $15.4 million due to reduced pricing

transparency.

Transfers of assets of $178.3 million from Level 3 to Level 2 are

primarily attributed to:

•Loans and other receivables of $63.5 million, corporate equity

securities of $50.8 million, CDOs and CLOs of $45.8 million,

investments at fair value of $11.3 million and other ABS of $5.1

million due to greater pricing transparency.

Transfers of liabilities of $16.0 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $7.2 million, net

derivatives of $5.6 million and loans of $2.3 million due to

reduced pricing and market transparency.

Transfers of liabilities of $39.8 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $32.1 million and net

derivatives of $6.5 million due to greater pricing and market

transparency.

Net losses on Level 3 assets were $19.6 million and net losses

on Level 3 liabilities were $5.7 million for the year ended

November 30, 2025. Net losses on Level 3 assets were primarily

due to decreased market values in CDOs and CLOs, corporate

equity securities, other ABS and loans and other receivables,

partially offset by increases in the market values of investments

at fair value and corporate debt securities. Net losses on Level 3

liabilities were primarily due to increased market valuations of

certain structured notes within long-term debt and corporate debt

securities, partially offset by decreases in the market valuations

of loans, certain derivatives and other secured financings.

November 2025 Form 10-K	66

Notes to Consolidated Financial Statements

									For instruments still held at<br><br>November 30, 2024, changes in<br><br>unrealized gains/(losses)<br><br>included in:
$ in thousands	Balance at<br><br>November 30,<br><br>2023	Total 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>November 30,<br><br>2024	Earnings (1)	Other<br><br>comprehensive<br><br>income (1)
Assets:
Financial instruments<br><br>owned:
Corporate equity<br><br>securities .......................	$181,294	$(4,616)	$50,297	$(524)	$—	$—	$12,913	$239,364	$(11,718)	$—
Corporate debt securities	26,112	(4,442)	16,219	(7,307)	(400)	—	(5,251)	24,931	(19,872)	—
CDOs and CLOs .................	64,862	(6,194)	34,964	(21,963)	(2,198)	—	(5,495)	63,976	(2,437)	—
Sovereign obligations .......	—	—	172					172	172	—
RMBS ..................................	20,871	(669)	6,874	(5,384)	(51)	—	(13,927)	7,714	(395)	—
CMBS ..................................	508	(31)	—	—	—	—	—	477	(64)	—
Other ABS ...........................	117,661	(22,251)	63,704	(74,139)	(10,284)	—	28,523	103,214	(17,242)	—
Loans and other<br><br>receivables ....................	130,101	(1,664)	79,399	(41,551)	(20,523)	—	6,824	152,586	(22,108)	—
Investments at fair value .	130,835	(12,142)	19,726	—	(547)	—	(7)	137,865	(12,142)	—
Liabilities:
Financial instruments<br><br>sold, not yet<br><br>purchased:
Corporate equity<br><br>securities .......................	$676	$682	$(1,150)	$—	$—	$—	$—	$208	$3	$—
Corporate debt securities	124	(3)	—	—	(1,100)	—	1,144	165	105	—
CMBS ..................................	840	(1)	(245)	560	—	—	(1)	1,153	1	—
Loans ..................................	1,521	(148)	(1,443)	16,946	—	—	(12)	16,864	125	—
Net derivatives (2) .............	50,955	(9,648)	—	—	(12,298)	3,766	(10,489)	22,286	8,110	—
Other secured financings .	3,898	4,482	—	—	(4,415)	10,919	—	14,884	(4,482)	—
Long-term debt ..................	744,597	51,747	—	—	(2,109)	28,614	(946)	821,903	(37,526)	(28,442)

(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.

Analysis of Level 3 Assets and Liabilities for the Year Ended

November 30, 2024

Transfers of assets of $90.5 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $47.6 million, corporate equity securities of $22.7

million, loans and other receivables of $14.9 million, CDOs and

CLOs of $2.7 million and corporate debt securities of $2.0

million due to reduced pricing transparency.

Transfers of assets of $66.9 million from Level 3 to Level 2 are

primarily attributed to:

•Other ABS of $19.0 million, RMBS of $14.6 million, corporate

equity securities of $9.7 million, CDOs and CLOs of $8.2 million

and loans and other receivables of $8.1 million due to greater

pricing transparency.

Transfers of liabilities of $30.1 million from Level 2 to Level 3 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $26.8 million and net

derivatives of $3.1 million due to reduced pricing and market

transparency.

Transfers of liabilities of $40.4 million from Level 3 to Level 2 of

the fair value hierarchy are primarily attributed to:

•Structured notes within long-term debt of $27.8 million and net

derivatives of $13.6 million due to greater pricing and market

transparency.

Net losses on Level 3 assets were $52.0 million and net losses

on Level 3 liabilities were $47.1 million for the year ended

November 30, 2024. Net losses on Level 3 assets were primarily

due to decreased market values in loans and other receivables,

other ABS, investments at fair value, CDOs and CLOs, corporate

equity securities and corporate debt securities. Net losses on

Level 3 liabilities were primarily due to increased market other

secured financings, partially offset by decreases in certain

derivatives.

67	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

									For instruments still held at<br><br>November 30, 2023, changes<br><br>in unrealized gains/(losses)<br><br>included in:
$ in thousands	Balance at<br><br>November 30,<br><br>2022	Total 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>November 30,<br><br>2023	Earnings (1)	Other<br><br>comprehensive<br><br>income (1)
Assets:
Financial instruments<br><br>owned:
Corporate equity<br><br>securities .......................	$240,347	$(65,037)	$7,865	$(1,228)	$—	$—	$(653)	$181,294	$(11,007)	$—
Corporate debt securities	30,232	1,749	4,132	(18,325)	(200)	—	8,524	26,112	(703)	—
CDOs and CLOs .................	55,824	31,218	51,632	(3,199)	(56,624)	—	(13,989)	64,862	(10,774)	—
RMBS ..................................	27,617	(5,709)	10	—	(247)	—	(800)	20,871	(1,775)	—
CMBS ..................................	839	(331)	—	—	—	—	—	508	(327)	—
Other ABS ...........................	94,677	(17,800)	71,261	(37,088)	(26,936)	—	33,547	117,661	(20,678)
Loans and other<br><br>receivables ....................	168,875	10,995	55,520	(42,999)	(46,383)	—	(15,907)	130,101	4,168	—
Investments, at fair value .	161,992	83,382	8,852	(15,080)	(107,963)	—	(348)	130,835	(5,762)	—
Liabilities:
Financial instruments<br><br>sold, not yet<br><br>purchased:
Corporate equity<br><br>securities .......................	$750	$348	$(1,477)	$1,055	$—	$—	$—	$676	$284	$—
Corporate debt securities	500	(35)	(187)	—	—	—	(154)	124	29	—
CMBS ..................................	490	—	—	350	—	—	—	840	—	—
Loans ..................................	3,164	(114)	(1,655)	126	—	—	—	1,521	(992)	—
Net derivatives (2) .............	59,524	(10,405)	(527)	170	(3,496)	2,158	3,531	50,955	6,760	—
Other secured financings .	1,712	2,186	—	—	—	—	—	3,898	(2,186)	—
Long-term debt ..................	661,123	70,945	—	—	—	17,140	(4,611)	744,597	(28,327)	(59,706)

(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.

Analysis of Level 3 Assets and Liabilities for the Year Ended

November 30, 2023

Transfers of assets of $88.5 million from Level 2 to Level 3 of the

fair value hierarchy are primarily attributed to:

•Other ABS of $57.8 million, loans and other receivables of

$16.5 million, corporate debt securities of $8.9 million and

corporate equity securities of $5.3 million due to reduced price

transparency.

Transfers of assets of $78.2 million from Level 3 to Level 2 are

primarily attributed to:

•Loans and other receivables of $32.4 million, other ABS of

$24.3 million, CDOs and CLOs of $14.0 million and corporate

equity securities of $6.0 million due to greater pricing

transparency supporting classification into Level 2.

Transfers of liabilities of $60.8 million from Level 2 to Level 3 are

primarily attributed to:

•Net derivatives of $35.6 million and structured notes within

long-term debt of $25.2 million due to reduced pricing and

market transparency.

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

primarily attributed to:

•Net derivatives of $32.0 million and structured notes within

long-term debt of $29.8 million due to greater pricing

transparency.

Net gains on Level 3 assets were $38.5 million and net losses on

Level 3 liabilities were $62.9 million for the year ended November

30, 2023. Net gains on Level 3 assets were primarily due to

increased market values in investments at fair value, CDOs and

CLOs and loans and other receivables, partially offset by

decreases in corporate equity securities and other ABS. Net

losses on Level 3 liabilities were primarily due to increased

market valuations of certain structured notes within long-term

debt, partially offset by decreases in certain derivatives.

November 2025 Form 10-K	68

Notes to Consolidated Financial Statements

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.

69	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

November 30, 2025
Financial Instruments Owned	Fair Value(in thousands)	Significant Unobservable Input(s)	Input / Range		Weighted<br><br>Average
Corporate equity securities .....................	218,853
Non-exchange-traded securities		Price	0	$486	$85
		Volatility	44%	48%	47%
Corporate debt securities ........................	37,578	Price	49	$121	$72
		Discount rate/yield	18%	20%	19%
		Estimated recovery percentage	30%		—
CDOs and CLOs ..........................................	25,824	Constant prepayment rate	20%		—
		Constant default rate	2%		—
		Loss severity	30%		—
		Discount rate/yield	17%		—
		Price	98	$100	$99
RMBS ...........................................................	6,663	Constant prepayment rate	12%		—
		Constant default rate	0.3%		—
		Loss severity	20%		—
		Discount rate/yield	15%		—
Other ABS ...................................................	129,693	Discount rate/yield	15.5%	15.7%	15.6%
		Cumulative loss rate	16.0%	16.4%	16.2%
		Duration (years)	1.1	1.2	1.1
		Price	116	$133	$130
		Estimated recovery percentage	66%		—
Loans and other receivables ...................	127,720	Price	67	$129	$97
		Estimated recovery percentage	8%	100%	35%
Derivatives ..................................................	6,094
Embedded options		Basis points upfront	0.4	0.5	0.5
Equity options		Volatility	34%		—
Investments at fair value ..........................	157,162
Private equity securities		Price	0	$27,989	$2,722
		Discount rate/yield	28%		—
		Estimated revenue	29,818,082		—
Financial Instruments Sold, Not Yet Purchased:
Corporate debt securities ........................	3,720	Estimated recovery percentage	30%		—
Loans ..........................................................	9,757	Price	100	$129	$117
		Estimated recovery percentage	30%		—
Derivatives ..................................................	45,953
Equity options		Volatility	34%	61%	58%
Embedded options		Basis points upfront	0.0	21.0	13.3
Other secured financings .........................	13,454	Estimated recovery percentage	74%	100%	96%
		Price	114	$117	$115
Long-term debt ..........................................	1,063,358
Structured notes		Price	72	$120	$101

All values are in US Dollars.

November 2025 Form 10-K	70

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 November 30,

2025 and 2024, asset exclusions consisted of $28.2 million and

$23.9 million, respectively, primarily composed of CDOs and

CLOs, Investments at fair value, certain derivatives, other ABS

and CMBS. At November 30, 2025 and 2024, liability exclusions

consisted of $0.2 million and $2.7 million, respectively, primarily

composed of CMBS, certain derivatives, 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, RMBS, 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, RMBS,

other ABS, loans and other receivables, other secured

financings and structured notes would result in a significantly

71	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

higher (lower) fair value 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.

•Corporate debt securities, 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.

•Corporate equity securities and 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

We have elected the fair value option for all loans and loan

commitments made by our investment banking and capital

markets businesses. These loans and loan commitments include

loans entered into by our investment banking division in

connection with client bridge financing and loan syndications,

loans purchased by our leveraged credit trading desk as part of

its bank loan trading activities and mortgage and consumer loan

commitments, purchases and fundings in connection with

mortgage-backed and other asset-backed securitization

activities. Loans and loan commitments originated or purchased

by our leveraged credit and mortgage-backed businesses are

managed on a fair value basis. Loans are included in Financial

instruments owned and loan commitments are included in

Financial instruments owned and Financial instruments sold, not

yet purchased. The fair value option election is not applied to

loans made to affiliate entities as such loans are entered into as

part of ongoing, strategic business ventures. Loans to affiliate

entities are included in Investments in and loans to related

parties and are accounted for on an amortized cost basis. We

have also elected the fair value option for certain of our

structured notes which are managed by our investment banking

and capital markets businesses and are included in Long-term

debt. We have elected the fair value option for certain financial

instruments held by subsidiaries as the investments are risk

managed by us on a fair value basis. The fair value option has

been elected for certain other secured financings that arise in

connection with our securitization activities and other structured

financings. Other secured financings, Receivables – Brokers,

dealers and clearing organizations, Receivables – Customers,

Receivables – Fees, interest and other, Payables – Brokers,

dealers and clearing organizations and Payables – Customers,

are accounted for at cost plus accrued interest rather than at fair

value; however, the recorded amounts approximate fair value due

to their liquid or short-term nature.

Gains (losses) due to changes in fair value related to instrument-

specific credit risk on loans, other receivables and debt

instruments and gains (losses) due to other changes in fair value

on Long-term debt measured at fair value under the fair value

option:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Financial instruments owned:
Loans and other receivables ..........	$20,329	$(24,029)	$46,421
Other secured financings:
Other changes in fair value (2) ......	(4,948)	(4,482)	(2,186)
Long-term debt:
Changes in instrument-specific<br><br>credit risk (1) ....................................	9,563	(32,580)	(106,801)
Other changes in fair value (2) ......	(45,492)	(115,912)	21,373

(1)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.

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

Difference between contractual principal and fair value (1):

	November 30,
$ in thousands	2025	2024
Financial instruments owned:
Loans and other receivables (2) ................................	$2,378,747	$1,603,512
Loans and other receivables on nonaccrual<br><br>status and/or 90 days or greater past due (2) .....	319,394	132,838
Loans and other receivables 90 days or<br><br>greater past due (2) ..............................................	100,300	48,800
Long-term debt .............................................................	166,273	131,107
Other secured financings ............................................	237	459

(1)Amounts indicate contractual principal greater than or (less than) fair value.

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

is included in Interest revenues.

Fair value of loans and other receivables on nonaccrual status:

	November 30,
$ in thousands	2025	2024
Financial instruments owned:
Loans and other receivables on nonaccrual status<br><br>and/or 90 days or greater past due ...........................	$119,900	$126,900
Loans and other receivables 90 days or greater<br><br>past due .....................................................................	47,000	120,000
November 2025 Form 10-K	72
---	---

Notes to Consolidated Financial Statements

Assets Measured at Fair Value on a Non-recurring Basis

Certain assets were measured at fair value on a non-recurring

basis and are not included in the tables above. There were no

non-recurring fair value adjustments for the year ended

November 30, 2025. Assets measured at fair value on a non-

recurring basis for which we recognized a non-recurring fair value

adjustment for the periods presented:

November 30, 2024<br><br>(in thousands)	Level 3	Gains<br><br>(Losses)
Premises and equipment (1) .........................................	$—	$(1,323)
Exchange ownership interests and registrations (2) .	—	(10)
Other assets (3) ..............................................................	21,900	21,900		November 30, 2023<br><br>(in thousands)	Level 3	Gains<br><br>(Losses)
---	---	---
Exchange ownership interests and registrations (2) .	$—	$(78)
Investments in and loans to related parties (4) .........	—	(57,248)
Other assets (5) ..............................................................	1,755	(2,101)

(1)Premises and equipment losses represent impairments of leasehold

improvements, furniture, fixtures, computer and communications equipment

and capitalized software and were recognized in Technology and

communications and Occupancy and equipment rental in our Consolidated

Statements of Earnings.

(2)These impairment losses, which represent ownership interests in market

exchanges on which trading business is conducted, and registrations, were

recognized in Other expenses and the assets were in the Investment Banking

and Capital Markets reportable business segment. The fair value is based on

observed quoted sales prices for each individual membership.

(3)Our shares in Monashee, an equity method investment, were converted to a

newly created class of nonmarketable preferred shares. Our equity method

investment was remeasured in connection with its nonmonetary exchange

into the preferred shares, which are accounted for at cost pursuant to the

measurement alternative subsequent to the nonmonetary exchange. The gain

was recognized in Other revenues and the asset was in the Asset

Management reportable business segment.

(4)These impairment losses, which are related to an equity method investments,

were recognized in Other revenues and the asset was in the Asset

Management reportable business segment. Fair value was based on our best

estimate of what could be recognized in a sale transaction for the investment.

(5)These impairment losses, which are related to real estate held for

development, were recognized in Other revenues and are held in the Asset

Management reportable business segment. Fair value was based on

estimated future cash flows using discounts rates ranging from 10.0% to

14.0%.

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

November 30, 2025 and 2024. There were no net gains or

(losses) recognized on these investments during the years ended

November 30, 2025 and 2024. Net losses of $122.2 million were

recognized on these investments during the year ended

November 30, 2023. Impairments and downward adjustments on

these investments during the year ended November 30, 2023

were $80.3 million. There were no impairments and downward

adjustments on these investments during the years ended

November 30, 2025 and 2024. These investments would

generally be presented within Level 3 of the fair value hierarchy.

Note 6. Derivative Financial Instruments

Our derivative activities are recorded at fair value in our

Consolidated Statements of Financial Condition 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.

Refer to Note 2, Summary of Significant Accounting Policies for

additional information regarding the offsetting of derivative

contracts.

The following tables also provide information regarding (1) the

extent to which, under enforceable master netting arrangements,

such balances are presented net in our Consolidated Statements

of Financial Condition as appropriate under U.S. GAAP and (2)

the extent to which other rights of setoff associated with these

arrangements exist and could have an effect on our financial

position.

The fair value of assets/liabilities in the following tables

represent our receivable/payable for derivative financial

instruments, gross of counterparty netting and cash collateral

received and pledged.

73	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

	November 30, 2025 (1)
	Assets	Liabilities
$ in thousands	Fair Value	Fair Value
Derivatives designated as<br><br>accounting hedges:
Interest rate contracts:
Cleared OTC ........................................	—	2,519
Foreign exchange contracts:
Bilateral OTC .......................................	40,444	574
Total derivatives designated as<br><br>accounting hedges ............................	40,444	3,093
Derivatives not designated as<br><br>accounting hedges:
Interest rate contracts:
Exchange-traded ................................	232	24
Cleared OTC ........................................	806,009	804,799
Bilateral OTC .......................................	285,053	614,104
Foreign exchange contracts:
Bilateral OTC .......................................	115,068	103,297
Equity contracts:
Exchange-traded ................................	2,776,601	2,156,730
Bilateral OTC .......................................	1,367,089	1,670,215
Commodity contracts:
Exchange-traded ................................	452	73
Bilateral OTC .......................................	6,381	7,293
Credit contracts:
Cleared OTC ........................................	10,960	17,120
Bilateral OTC .......................................	121,557	98,456
Total derivatives not designated<br><br>as accounting hedges .......................	5,489,402	5,472,111
Total gross derivative assets/<br><br>liabilities:
Exchange-traded ................................	2,777,285	2,156,827
Cleared OTC ........................................	816,969	824,438
Bilateral OTC .......................................	1,935,592	2,493,939
Amounts offset in our<br><br>Consolidated Statements of<br><br>Financial Condition (3):
Exchange-traded ................................	(1,600,969)	(1,600,969)
Cleared OTC ........................................	(815,810)	(819,548)
Bilateral OTC .......................................	(1,288,985)	(1,564,670)
Net amounts per Consolidated<br><br>Statements of Financial<br><br>Condition (4) .................................	1,824,082	1,490,017

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.

	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	Year Ended November 30,
Gains (Losses)	2025	2024	2023
Interest rate swaps (1) ....................	$1,692	$(12,735)	$(78,766)
Long-term debt ................................	(50,844)	(50,407)	21,638
Total ..................................................	$(49,152)	$(63,142)	$(57,128)
November 2025 Form 10-K	74
---	---

Notes to Consolidated Financial Statements

(1)Includes net settlements of $(48.0) million, $(62.3) million and $(55.6) million

for the years ended November 30, 2025, 2024 and 2023, respectively.

Gains (losses) on our net investment hedges recognized in

Currency translation and other adjustments, a component of

Other comprehensive income (loss), in our Consolidated

Statements of Comprehensive Income:

$ in thousands	Year Ended November 30,
Gains (Losses)	2025	2024	2023
Foreign exchange contracts ..........	$(41,217)	$(9,652)	$(49,060)
Total ..................................................	$(41,217)	$(9,652)	$(49,060)

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	Year Ended November 30,
Gains (Losses)	2025	2024	2023
Interest rate contracts ....................	$(62,039)	$108,192	$215,856
Foreign exchange contracts ..........	7,190	68,943	46,744
Equity contracts ...............................	1,926,711	(295,662)	(99,968)
Commodity contracts .....................	23,170	33,384	4,089
Credit contracts ...............................	(10,042)	(18,250)	(10,983)
Total ..................................................	$1,884,990	$(103,393)	$155,738

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.

OTC Derivatives

Remaining contract maturities at November 30, 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 (4)	Total
Commodity swaps, options<br><br>and forwards .........................	$6,284	$—	$—	$—	$6,284
Equity options and forwards ....	91,052	190,810	—	(282)	281,580
Credit default swaps .................	447	175	25,384	(119)	25,887
Total return swaps .....................	207,007	142,689	217	(32,505)	317,408
Foreign currency forwards,<br><br>swaps and options ...............	108,744	1,174	—	(29)	109,889
Fixed income forwards .............	93,755	—	—	—	93,755
Interest rate swaps, options<br><br>and forwards .........................	42,618	148,800	26,491	(15,339)	202,570
Total .............................................	$549,907	$483,648	$52,092	$(48,274)	1,037,373
Cross-product counterparty<br><br>netting ....................................					(81,044)
Total OTC derivative assets<br><br>included in Financial<br><br>instruments owned ..............					$956,329			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 (4)	Total
Commodity swaps, options<br><br>and forwards ........................	$7,195	$—	$—	$—	$7,195
Equity options and forwards ....	233,440	210,320	—	(282)	443,478
Credit default swaps .................	32	6,083	1,670	(119)	7,666
Total return swaps ....................	342,002	238,354	—	(32,505)	547,851
Foreign currency forwards,<br><br>swaps and options ..............	57,550	723	—	(29)	58,244
Fixed income forwards .............	1,753	—	—	—	1,753
Interest rate swaps, options<br><br>and forwards ........................	25,031	79,410	447,897	(15,339)	536,999
Total ............................................	$667,003	$534,890	$449,567	$(48,274)	1,603,186
Cross-product counterparty<br><br>netting ...................................					(81,044)
Total OTC derivative<br><br>liabilities included in<br><br>Financial instruments<br><br>sold, not yet purchased ......					$1,522,142

(1)At November 30, 2025, we held net exchange-traded derivative assets and

liabilities and other credit agreements with a fair value of $1.18 billion and

$555.8 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

November 30, 2025, cash collateral received and pledged was $308.5 million

and $587.9 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.

Counterparty credit quality with respect to the fair value of our

OTC derivative assets at November 30, 2025:

Counterparty credit quality (1):	$ in thousands
A- or higher ...............................................................................................	$302,173
BBB- to BBB+ ...........................................................................................	50,939
BB+ or lower .............................................................................................	267,787
Unrated .....................................................................................................	335,430
Total ..........................................................................................................	$956,329

(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:

	November 30, 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 .....................	$51.4	$873.2	$924.6			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
75	Jefferies Financial Group Inc.
---	---

Notes to Consolidated Financial Statements

Contingent Features

Certain derivative instruments contain provisions that require us

to either post additional collateral or immediately settle any

outstanding liability balances upon a specific event related to our

credit, primarily downgrades in our credit ratings. The following

table presents the aggregate fair value of all derivative

instruments with such credit-risk-related contingent features that

are in a net liability position, the collateral amounts we have

posted or received in the normal course of business and the

potential collateral we could have been required to return and/or

post additionally to our counterparties if the credit-risk-related

contingent features underlying these agreements were triggered:

	November 30,
$ in millions	2025	2024
Derivative instrument liabilities with credit-risk-<br><br>related contingent features ...................................	$107.3	$102.3
Collateral posted ..........................................................	(70.0)	(50.6)
Collateral received .......................................................	343.3	296.1
Return of and additional collateral required in the<br><br>event of a credit rating downgrade below<br><br>investment grade (1) ..............................................	380.5	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.

Note 7. Collateralized Transactions

Our repurchase agreements and securities borrowing and lending

arrangements are generally recorded at cost in our Consolidated

Statements of Financial Condition, which is a reasonable

approximation of their fair values due to their short-term nature.

We enter into secured borrowing and lending arrangements to

obtain collateral necessary to effect settlement, finance inventory

positions, meet customer needs or re-lend as part of our dealer

operations. We monitor the fair value of the securities loaned and

borrowed on a daily basis as compared to the related payable or

receivable, and request additional collateral or return excess

collateral, as appropriate. We pledge financial instruments as

collateral under repurchase agreements, securities lending

agreements and other secured arrangements, including clearing

arrangements. Our agreements with counterparties generally

contain contractual provisions allowing the counterparty the right

to sell or repledge the collateral. Pledged securities owned that

can be sold or repledged by the counterparty are included in

Financial instruments owned, at fair value and noted

parenthetically as Securities pledged in our Consolidated

Statements of Financial Condition.

In instances where we receive securities as collateral in

connection with securities-for-securities transactions in which we

are the lender of securities and are permitted to sell or repledge

the securities received as collateral, we report the fair value of

the collateral received and the related obligation to return the

collateral in our Consolidated Statements of Financial Condition.

	November 30, 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 .....................	$1,875.2	$1,028.6	$—	$2,903.8
Corporate debt<br><br>securities .....................	589.7	3,271.5	—	3,861.2
Mortgage-backed and<br><br>asset-backed<br><br>securities .....................	—	2,062.6	—	2,062.6
U.S. government and<br><br>federal agency<br><br>securities .....................	21.6	9,183.1	—	9,204.7
Municipal securities ........	—	422.3	—	422.3
Sovereign obligations .....	54.3	1,487.7	200.5	1,742.5
Loans and other<br><br>receivables ..................	—	805.4	—	805.4
Total ..................................	$2,540.8	$18,261.2	$200.5	$21,002.5			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			November 30, 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 ..............	$2,072.7	$123.8	$81.3	$263.0	$2,540.8
Repurchase agreements .	2,108.1	9,569.4	2,959.8	3,623.9	18,261.2
Obligation to return<br><br>securities received as<br><br>collateral, at fair<br><br>value .............................	200.5	—	—	—	200.5
Total ...................................	$4,381.3	$9,693.2	$3,041.1	$3,886.9	$21,002.5			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
November 2025 Form 10-K	76
---	---

Notes to Consolidated Financial Statements

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 November 30, 2025 and

2024, the approximate fair value of securities received as

collateral by us that may be sold or repledged was $49.68 billion

and $37.63 billion, respectively. At November 30, 2025 and 2024,

a substantial portion of the securities received by us had been

sold or repledged.

77	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).

The following tables provide information regarding repurchase agreements, securities borrowing and lending arrangements and

securities received as collateral, at fair value, and obligation to return securities received as collateral, at fair value, that are recognized

in our Consolidated Statements of Financial Condition and (1) the extent to which, under enforceable master netting arrangements,

such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S.GAAP and (2) the

extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position.

	November 30, 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 ...................................	$8,295.2	$—	$8,295.2	$(512.3)	$(1,913.5)	$5,869.4
Reverse repurchase agreements .........................................	14,553.6	(6,104.5)	8,449.1	(2,727.2)	(5,670.2)	51.7
Securities received as collateral, at fair value ...................	200.5	—	200.5	—	(200.5)	—
Liabilities:
Securities lending arrangements ........................................	$2,540.8	$—	$2,540.8	$(512.3)	$(1,920.0)	$108.5
Repurchase agreements .......................................................	18,261.2	(6,104.5)	12,156.7	(2,727.2)	(8,666.7)	762.8
Obligation to return securities received as collateral, at<br><br>fair value .............................................................................	200.5	—	200.5	—	(200.5)	—			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 $5.81 billion of securities borrowing arrangements, for which we have received securities collateral of $5.69 billion, and $670.0 million of repurchase

agreements, for which we have pledged securities collateral of $688.0 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.

November 2025 Form 10-K	78

Notes to Consolidated Financial Statements

Note 8. 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 9, 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:

	Year Ended November 30,
$ in millions	2025	2024	2023
Transferred assets ..........................	$6,228.9	$5,230.7	$8,664.5
Proceeds on new securitizations ..	6,228.9	5,230.7	8,639.6
Cash flows received on retained<br><br>interests ............................................	26.1	33.4	22.8

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

November 30, 2025 and 2024.

Our retained interests in SPEs where we transferred assets and

have continuing involvement and received sale accounting

treatment:

	November 30,
$ in millions	2025		2024
Securitization Type	Total<br><br>Assets	Retained<br><br>Interests	Total<br><br>Assets	Retained<br><br>Interests
U.S. government agency RMBS ...	$405.7	$4.0	$3,956.8	$105.7
U.S. government agency CMBS ...	1,108.2	1.1	1,817.1	91.8
CLOs .................................................	10,970.6	436.6	9,001.9	37.2
Consumer and other loans ...........	2,596.7	104.9	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 9, Variable

Interest Entities.

If we have not relinquished control over the transferred assets,

the assets continue to be recognized in Financial instruments

owned and a corresponding liability is recognized in Other

secured financings. The carrying value of assets and liabilities at

November 30, 2025 resulting from transfers of financial assets

treated as secured financings was $456.1 million and $456.1

million, respectively. The related liabilities do not have recourse

to our general credit.

Note 9. 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;

•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.

79	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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:

	November 30, 2025 (1)
$ in millions	Secured<br><br>Funding<br><br>Vehicles	Other
Cash ...................................................................................	$—	$1.7
Segregated cash ..............................................................	—	1.4
Financial instruments owned ........................................	1.4	142.6
Securities purchased under agreements to resell (2)	3,043.4	121.5
Receivables from brokers (3) .........................................	—	104.1
Other receivables .............................................................	—	3.1
Other assets (4) ...............................................................	—	87.1
Total assets ......................................................................	$3,044.8	$461.5
Financial instruments sold, not yet purchased ...........	$—	$83.8
Other secured financings (5) .........................................	3,042.4	21.6
Repurchase agreement ...................................................	—	147.8
Other liabilities (6) ...........................................................	7.3	85.1
Long-term debt ................................................................	—	70.2
Total liabilities .................................................................	$3,049.7	$408.5			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 on related consolidated entities, all of

which are eliminated in consolidation.

(3)Includes $0.5 million and $1.5 million at November 30, 2025 and 2024,

respectively, with related consolidated entities, which are eliminated in

consolidation.

(4)Includes $3.4 million and $3.4 million at November 30, 2025 and 2024,

respectively, with related consolidated entities, which are eliminated in

consolidation.

(5)Includes $780.5 million and $719.0 million at November 30, 2025 and 2024,

respectively, with related consolidated entities, which are eliminated in

consolidation.

(6)Includes $84.0 million and $22.0 million at November 30, 2025 and 2024,

respectively, with related consolidated entities, which are eliminated in

consolidation.

Secured Funding Vehicles. We sell agency and non-agency

residential and commercial mortgage loans, and asset-backed

securities to asset-backed financing vehicles 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, 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. We also from time to time

securitize other financial instruments and own variable interests

in other securitization vehicles.

Other. We manage investment vehicles for external investors and

for the benefit of our employees and we may also hold a

controlling financial interest in investment vehicles managed by

third parties. 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 arrangements. 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.

We are the primary beneficiary of special purpose vehicles that

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

November 2025 Form 10-K	80

Notes to Consolidated Financial Statements

backed transactions. Our variable interest in the VIEs primarily

consists of our ownership of certificates issued by the VIEs.

Nonconsolidated VIEs

	November 30, 2025
	Carrying Amount		Maximum<br><br>Exposure to<br><br>Loss	VIE Assets
$ in millions	Assets	Liabilities
CLOs ......................................	$1,245.3	$96.5	$7,055.5	$17,600.4
Asset-backed vehicles ........	1,207.3	—	1,797.1	6,616.0
Related party private equity<br><br>vehicles ............................	3.5	—	14.3	57.7
Other investment vehicles ..	1,722.7	—	2,009.6	74,007.9
Total .......................................	$4,178.8	$96.5	$10,876.5	$98,282.0			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

Maximum Disclosure to Loss

Maximum exposure to loss represents the total of the carrying

value of our on-balance sheet interests in the unconsolidated

VIEs and the notional amount of any unfunded off-balance sheet

arrangements with the unconsolidated VIEs. With respect to

CLOs and asset-backed vehicles, the off-balance sheet

arrangements typically represent the undrawn notional amount of

arrangements to finance the acquisition of assets during the

warehousing and pre-closing phase of the vehicles. The

maximum exposure to loss is based on the unlikely event that all

of the assets in the VIEs become worthless and incorporates not

only potential losses associated with the carrying amounts of

assets recognized on the Consolidated Statements of Financial

Condition but also potential losses associated with unfunded

commitments and other contractual arrangements. The

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 is not reduced by

the amount of collateral held as part of a transaction with a VIE

and does not consider any executed forward sale agreements

where we have committed to sell ownership interests in any of

the investment vehicles.

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

where we have been involved in providing underwriting and/or

advisory services include:

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

price, corporate loans and ownership interests in a CLO;

•Warehouse funding arrangements in the form of:

◦Participation interests in corporate loans and commitments

to fund such participation interests;

◦Reverse repurchase agreements and commitments to fund

such reverse repurchase agreements;

◦Variable funding notes; and

◦Senior and subordinated notes issued in connection with

CLO warehousing activities.

•Trading positions in securities issued in CLO transactions.

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 10, 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 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 November 30, 2025 and

2024, our remaining equity commitment in the JCP Entities was

9.7 million and 9.8 million, respectively. At November 30, 2025

and 2024, we also had remaining commitments of $0.4 million

and 0.5 million, respectively, to a private equity fund managed by

us for the benefit of our employees. The carrying value of our

collective equity interests were $3.4 million and $3.7 million at

November 30, 2025 and 2024, respectively. Our exposure to loss

is limited to the total of our carrying value and unfunded equity

commitment. The assets of the vehicles primarily consist of

private equity and equity related investments.

Other Investment Vehicles. At November 30, 2025 and 2024, our

remaining equity commitment in various other investment

vehicles was $282.2 million and $258.0 million, respectively. The

carrying value of our equity investments was $1.72 billion and

$1.11 billion at November 30, 2025 and 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,

various oil and gas assets and energy tax credits.

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.

81	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 November 30, 2025 and 2024, we held $1.06 billion and $1.84

billion of agency mortgage-backed securities, respectively, and

$156.3 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 10. 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.

	November 30,
$ in millions	2025	2024
Total Investments in and loans to related parties ...	$1,496.1	$1,385.7			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Total equity method pickup<br><br>earnings (losses) recognized in<br><br>Other revenues .............................	$95.3	$86.5	$(192.2)

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 November 30, 2025, 2024

and 2023, respectively.

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 various

types of investment vehicles. 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 November 30, 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 November 30, 2025, our remaining

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 facility is a committed amount

of $500.0 million at November 30, 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

November 30, 2025, our $250.0 million commitment was

undrawn.

Activity related to the facility:

	Year Ended November 30,
$ in millions	2025	2024	2023
Interest income ................................	$0.3	$—	$—
Unfunded commitment fees ..........	1.2	1.2	1.2

Selected financial information for Jefferies Finance:

	November 30,
$ in millions	2025	2024
Total assets ..................................................................	$7,356.1	$5,762.6
Total liabilities ..............................................................	5,959.2	4,415.6
Total mezzanine equity ...............................................	14.8	14.4			November 30,
---	---	---
$ in millions	2025	2024
Our total equity balance ..............................................	$691.0	$666.3			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Net earnings (losses) .......................	$47.9	$73.0	$(12.5)
November 2025 Form 10-K	82
---	---

Notes to Consolidated Financial Statements

Activity related to our other transactions with Jefferies Finance:

	Year Ended November 30,
$ in millions	2025	2024	2023
Origination and syndication fee<br><br>revenues (1) .....................................	$245.1	$252.3	$133.7
Origination fee expenses (1) ..........	74.5	60.7	28.6
CLO placement and structuring<br><br>fee revenues (2) ...............................	2.4	1.1	2.1
Placement and referral fee<br><br>revenues (3) ......................................	23.5	3.6	3.7
Asset management fee revenues<br><br>(4) ........................................................	7.5	—	—
Underwriting fees (5) ......................	0.5	2.7	—
Service fees (6) ................................	127.5	100.7	100.1

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

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

recognized in Investment banking revenues. In addition, we pay 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, which are recognized as fees and included in Investment

banking revenues.

(3)We act as a placement agent for investment funds managed by Jefferies

Finance, which are recognized as fees and included in Commissions and other

fees.

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

fees, which are included in Asset management fees and revenues.

(5)We act as underwriter in connection with term loans issued by Jefferies

Finance. The fees are included in Investment banking revenues.

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

administrative services provided.

Additional balances with Jefferies Finance as reported in our

Consolidated Statements of Financial Condition.

	November 30,
$ in millions	2025	2024
Assets
Financial instruments owned, at fair value (1) .........	$10.9	$16.0
Other assets (2) ............................................................	7.0	1.9
Liabilities
Financial instruments sold, not yet purchased, at<br><br>fair value (1) .............................................................	$0.4	$—
Payables:
Brokers, dealers and clearing organizations (3) .	17.2	—
Customers (4) ..........................................................	3.3	13.7

(1)In connection with our capital markets activities, from time to time we make a

market in long-term debt securities and term loans of Jefferies Finance (i.e.,

we buy and sell debt securities and tern loans of Jefferies Finance).

(2)Receivable for services and certain fees from Jefferies Finance.

(3)Cash collateral, net, received from Jefferies Finance on OTC foreign currency

derivatives.

(4)Payable to Jefferies Finance in connection with loans originated by Jefferies

Finance to borrowers who are investment banking clients of ours. We have

also entered into an agreement to indemnify Jefferies Finance with respect to

any foreign currency exposure on these loans.

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 November 30, 2025, the aggregate

amount of commercial paper outstanding was $1.47 billion.

Selected financial information for Berkadia:

	November 30,
$ in millions	2025	2024
Total assets ..................................................................	$5,269.8	$4,963.2
Total liabilities ..............................................................	3,953.1	3,515.6
Total noncontrolling interest ......................................	369.0	502.1			November 30,
---	---	---
$ in millions	2025	2024
Our total equity balance ..............................................	$429.7	$427.7			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Gross revenues .................................	$1,422.3	$1,210.0	$1,120.2
Net earnings ......................................	232.4	186.0	120.4
Our share of net earnings ................	104.6	85.3	52.5			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Distributions we received ................	$102.5	$58.5	$58.1

At November 30, 2025 and 2024, we had commitments to

purchase $13.6 million and $21.8 million, respectively, of agency

CMBS from Berkadia.

Activity related to our other transactions with Berkadia:

	Year Ended November 30,
$ in millions	2025	2024	2023
Transaction referral fee revenue (1) ..	$0.1	$0.4	$—
Loan origination fees paid (2) .............	—	0.8	—

(1)We refer Berkadia to our clients to act as a transaction servicer and receive

fees, which are included in Commissions and other fees.

(2)We pay fees to Berkadia for loan originations and realty sales. Loan origination

fees are capitalized as debt issuance costs and amortized over the life of the

loan. Realty sales commissions are included in Cost of sales.

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 is in the

process of being liquidated.

83	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Selected financial information for the real estate investments:

	November 30,
$ in millions	2025	2024
Total assets ..................................................................	$312.6	$326.0
Total liabilities ..............................................................	470.7	484.7			November 30,
---	---	---
$ in millions	2025	2024
Our total equity balance ..............................................	$98.7	$97.8			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Net earnings ......................................	$3.6	$5.1	$2.2			Year Ended November 30,
---	---	---	---
$ in millions	2025	2024	2023
Distributions we received from<br><br>Brooklyn Renaissance Hotel ...........	$1.2	$0.4	$—
Distributions we received from 54<br><br>Madison .............................................	—	—	19.4

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 $2.8 million and $2.9 million at November 30, 2025

and 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:

	Year Ended November 30,
$ in millions	2025	2024	2023
Net gains (losses) from our<br><br>investments in JCP Fund V .............	$(0.1)	$0.7	$(9.0)

At both November 30, 2025 and 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.

Selected financial information for 100.0% of JCP Fund V, in which

we own effectively 35.1% of the combined equity interests:

	September 30,
$ in millions	2025 (1)	2024 (1)
Total assets ..................................................................	$8.0	$8.2
Total liabilities ..............................................................	0.1	0.1
Total partners’ capital ..................................................	7.9	8.1			Twelve Months Ended<br><br>September 30,
---	---	---	---
$ in millions	2025 (1)	2024 (1)	2023 (1)
Net (decrease) increase in net<br><br>assets resulting from operations ..	$(0.2)	$1.8	$61.4

(1)Financial information for JCP Fund V included in our financial position at

November 30, 2025 and 2024 and our results of operations for the years

ended November 30, 2025, 2024 and 2023 is 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 8.8% to 23.5%. The investment is

accounted for under the equity method with a carrying amount of

$113.8 million and $27.5 million at November 30, 2025 and 2024,

respectively.

Selected financial information for 100.0% of Hildene Insurance:

	September 30,
$ in millions	2025 (1)	2024 (1)
Total assets .................................................	$498.4	$304.2
Total liabilities .............................................	0.7	0.2
Total members’ equity ................................	497.7	304.0			Three Months Ended
---	---	---	---	---
$ in millions	September 30,<br><br>2025	June 30.<br><br>2025	March 31,<br><br>2025	December 31,<br><br>2024
Net increase in<br><br>members’ equity<br><br>resulting from<br><br>operations .................	$75.9	$44.9	$27.5	$8.4

(1)Financial information for Hildene Insurance included in our financial position

at November 30, 2025 and 2024 and results of operations for the year ended

November 30, 2025 is based on the periods presented.

On December 9, 2025, we entered into an agreement to acquire a

50% interest in Hildene Holding Company, LLC, parent of Hildene

Capital Management, LLC, a credit-focused asset manager and

the parent of Hildene Insurance. We will contribute our existing

revenue share, a portion of our interest in a Hildene-managed

fund, and $340.0 million in cash. Hildene’s principals will

contribute their ownership interests and approximately

$250.0 million of the fund and related equity interests. Closing is

expected in the third quarter of 2026, subject to customary

approvals.

Monashee

We had an equity method investment with a carrying amount of

$15.8 million at November 30, 2023, consisting of shares in

Monashee, an investment management company, registered

investment advisor and general partner of various investment

management funds, which provided us with 50.0% voting rights

interest and the rights to distributions of 47.5% of the annual net

profits of Monashee’s operations if certain thresholds were met.

During the three months ended February 29, 2024, our shares

were converted to preferred shares, which provide us with rights

to be paid dividends based on Monashee’s performance and

management fees, and we recognized a gain of $6.0 million upon

the nonmonetary exchange. In addition, we invested $5.2 million

in mandatorily redeemable preferred shares issued by Monashee.

The investment in the preferred shares is accounted for at cost,

less impairment, if any. The investment in the mandatorily

redeemable preferred shares is accounted for at fair value.

We also had an investment management agreement whereby

Monashee provides asset management services to us for certain

separately managed accounts.

Activity related to these separately managed accounts:

November 2025 Form 10-K	84

Notes to Consolidated Financial Statements

Year Ended<br><br>November 30,
$ in millions	2023
Investment loss (1) ...................................................................................	$(0.1)
Management fees (2) ...............................................................................	0.8

(1)Included in Principal transactions revenues.

(2)Included in Floor brokerage and clearing fees.

ApiJect

We own shares which represent a 33.6% economic interest in

ApiJect at November 30, 2025 and 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 November 30, 2025

and 2024, the total fair value of our total equity investment in

common shares of ApiJect was $97.9 million and $116.1 million,

respectively, 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.

During the year ended November 30, 2025, we recognized a

valuation loss of $18.2 million and $0.2 million on our ApiJect

common shares and warrants, respectively.

We recognized interest income of $0.2 million on the two

convertible promissory notes during the year ended 2024. During

the year ended 2024, we recognized a gain of $1.2 million,

relating to the conversion of the notes.

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

for $23.3 million, which matures on January 31, 2026. The loan is

accounted for at amortized cost and reported within Other

assets. The loan had a fair value of $23.3 million and

$23.3 million at November 30, 2025 and 2024, respectively, which

would be classified as Level 3 in the fair value hierarchy.

In December 2025, we purchased two secured convertible

promissory notes totaling $9.8 million from ApiJect.

SPAC

Prior to May 2024, we owned 73.4% of the publicly traded units of

a special purpose acquisition company (“SPAC”), which

represented 25.7% of its voting shares. We considered the SPAC

a VIE and had significant influence over the SPAC but were not

considered to be the primary beneficiary as we did not have

control. Our investment was accounted for at fair value pursuant

to the fair value option and was included within corporate equity

securities in Financial instruments owned. In May 2024, the

company redeemed all of its outstanding units issued in its initial

public offering, and our investment in the SPAC was redeemed in

cash for approximately $24.3 million.

Stratos

We had a 49.9% voting interest in Stratos and had the ability to

significantly influence Stratos through our seats on the board of

directors. On September 14, 2023, we acquired the additional

50.1% voting interest in Stratos (refer to Note 4, Business

Acquisitions and Discontinued Operations for further

information). As a result, the financial statements of Stratos are

consolidated into our consolidated financial statements. During

2023, prior to the acquisition, we contributed additional capital of

$20.0 million.

Selected financial information for Stratos:

Year Ended<br><br>November 30,
$ in millions	2023 (1)
Net losses ...................................................................................................	$(36.4)

(1) Represents the period prior to the step-acquisition.

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 recognized within Premises

and equipment at $57.7 million.

	Year Ended November 30,
$ in millions	2025	2024
Operating lease income ..............................................	$6.9	$20.7

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

$1.0 million and $3.1 million during the year ended November 30,

2025 and 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 $43.2 million and $37.1

million at November 30, 2025 and 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

May 15, 2026, to an individual related to the seller, secured by a

privately owned aircraft and guaranteed by the individual. We

recognized interest income of $2.0 million during the year ended

November 30, 2025.

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 were

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 closed in the third quarter of 2025.

OpNet

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

convert certain classes of our preferred shares into common

shares. As a result, we obtained control of OpNet and

consolidated its assets and liabilities in our consolidated

financial statements as of November 30, 2023. Upon conversion

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

85	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

common shares and our voting rights increased to 72.6% of the

aggregate voting rights of OpNet. From the time we obtained

control of OpNet to its sale in August 2024, its wholesale

business was considered a VIE and classified as held for sale.

We also consolidate Tessellis, a subsidiary of OpNet, which is not

considered to be a VIE. Refer to Note 4, Business Acquisitions for

further information. Prior to the acquisition and consolidation of

OpNet, we accounted for our equity investment in OpNet under

the equity method.

We recognized equity method pickup losses of $254.1 million for

the year ended November 30, 2023 in Other revenues.

During the year ended November 30, 2023, we contributed

$167.2 million to OpNet through direct subscription, settlement

of subscription advances and the conversion of a shareholder

loan.

Selected financial information for OpNet:

Year Ended<br><br>November 30,
$ in millions	2023
Net losses ...................................................................................................	$(278.3)

Golden Queen Mining Company LLC

We had a 50.0% ownership interest in Golden Queen, which owns

and operates a gold and silver mine project located in California.

We sold our interest in Golden Queen in November 2023. During

the year ended 2023, we recognized impairment charges of

$57.2 million on our investment within Other revenues. We sold

our interest in Golden Queen in November 2023 and recognized a

gain of $1.7 million.

Selected financial information for Golden Queen:

Year Ended<br><br>November 30,
$ in millions	2023
Net losses ...................................................................................................	$(0.3)

Note 11. 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:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Beginning balance ...........................	$5,277	$6,306	$5,914
Bad debt expense ............................	7,804	6,314	6,568
Charge-offs .......................................	(3,131)	(2,720)	(3,246)
Recoveries collected .......................	(6,269)	(4,623)	(2,930)
Ending balance (1) ...............................	$3,681	$5,277	$6,306

(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 year ended

November 30, 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 12. Goodwill and Intangible Assets

Goodwill

	Year Ended November 30, 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 ..............................................	2,948	10,445	13,393
Measurement period adjustments (1) ........	—	1,802	1,802
Write-off related to disposals .......................	—	(5,563)	(5,563)
Balance, at end of period .............................	$1,535,961	$301,609	$1,837,570

(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 and Discontinued Operations for further discussion.

November 2025 Form 10-K	86

Notes to Consolidated Financial Statements

	Year Ended November 30, 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 ..............................................	841	(3,107)	(2,266)
Measurement period adjustments (1) ........	—	(26,230)	(26,230)
Goodwill relating to acquisitions by<br><br>Tessellis .....................................................	—	8,578	8,578
Balance, at end of period .............................	$1,533,013	$294,925	$1,827,938

(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 and Discontinued Operations for further discussion.

Carrying values of goodwill by reporting unit:

	November 30,
$ in millions	2025	2024
Investment banking .............................................................	$702.0	$700.7
Equities and wealth management .....................................	255.9	255.4
Fixed income ........................................................................	578.0	576.9
Asset management .............................................................	143.0	143.0
Other investments ...............................................................	158.7	151.9
Total ......................................................................................	$1,837.6	$1,827.9

Goodwill Impairment Testing

The goodwill impairment test is performed at the level of the

reporting unit. A reporting unit is an operating segment or one

level below an operating segment. The fair value of each

reporting unit is compared with its carrying value, including

goodwill and allocated intangible assets. If the fair value is in

excess of the carrying value, the goodwill for the reporting unit is

considered not to be impaired. If the fair value is less than the

carrying value, then an impairment loss is recognized for the

amount by which the carrying value of the reporting unit exceeds

the reporting unit’s fair value.

We test goodwill allocated to our Investment Banking, Equities,

Fixed Income and Asset Management reporting units annually on

August 1 and test goodwill allocated to other individual reporting

units annually on November 30. Our annual goodwill impairment

testing at August 1, 2025 did not indicate any goodwill

impairment in any of our Investment Banking, Equities and Fixed

Income reporting units, which are part of our Investment Banking

and Capital Markets reportable segment and did not indicate any

goodwill impairment in our Asset Management reporting unit. Our

annual goodwill impairment testing of our other individual

reporting units did not indicate any goodwill impairment.

For our reporting units that are part of our Investment Banking

and Capital Markets and Asset Management reportable

segments, we generally perform a quantitative assessment,

which involves a quantitative calculation to estimate the fair

value of a reporting unit. Estimating the fair value of a reporting

unit requires management judgment. Estimated fair values for

our reporting units were determined using methodologies that

include a market valuation method that incorporated 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. In

addition, as the fair values determined under the market valuation

approach represent a noncontrolling interest, we applied a

control premium to arrive at the estimated fair value of each

reporting unit on a controlling basis. We engaged an independent

valuation specialist to assist us in our quantitative valuation

process at August 1.

Intangible Assets

Intangible assets are included in Other assets.

	November 30, 2025
$ in thousands	Gross<br><br>Cost	Assets<br><br>Acquired	Accumulated<br><br>Amortization	Net Carrying Amount
Customer relationships .............................	$166,328	$622	$(116,810)	50,140
Trademarks and trade names ..................	160,674	—	(55,948)	104,726
Exchange and clearing organization<br><br>membership interests and registrations	8,717	—	—	8,717
Other ............................................................	86,815	99	(47,920)	38,994
Total .............................................................	$422,534	$721	$(220,678)	202,577

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 and Discontinued Operations for further information.

At August 1, 2025, we performed our annual impairment testing

of intangible assets with an indefinite useful life consisting of

exchange and clearing organization membership interests and

registrations. We utilized quantitative assessments of

membership interests and registrations that have available

quoted sales prices as well as certain other membership

interests and registrations that have declined in utilization and

qualitative assessments were performed on the remainder of our

indefinite-life intangible assets. In applying our quantitative

assessments, there were no impairment losses on certain

exchange membership interests and registrations. With regard to

our qualitative assessments of the remaining indefinite life

intangible assets, based on our assessments of market

conditions, the utilization of the assets and the replacement

costs associated with the assets, we have concluded that it is

more likely than not that the intangible assets are not impaired.

Amortization Expense

For finite life intangible assets, we recognized aggregate

amortization expense of $33.5 million, $30.3 million and $9.3

million for the years ended November 30, 2025, 2024 and 2023,

respectively. These expenses are included in Depreciation and

amortization.

87	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Estimated future amortization expense:

Year Ending November 30,	$ in thousands
2026 ........................................................................................................	$33,273
2027 ........................................................................................................	29,994
2028 ........................................................................................................	28,505
2029 ........................................................................................................	16,215
2030 ........................................................................................................	9,308

Note 13. Revenues from Contracts with Customers

	Year Ended November 30,
$ in thousands	2025	2024	2023
Revenues from contracts with<br><br>customers:
Investment banking .........................	$3,787,318	$3,302,664	$2,169,366
Commissions and other fees ........	1,300,950	1,085,349	905,665
Asset management fees ................	67,719	50,700	33,867
Real estate revenues .......................	94,630	119,050	44,825
Internet connection and<br><br>broadband revenues .................	228,063	240,874	—
Other contracts with customers ....	67,810	59,388	79,485
Total revenue from contracts<br><br>with customers ...........................	5,546,490	4,858,025	3,233,208
Other sources of revenue:
Principal transactions .....................	1,610,960	1,816,963	1,413,283
Revenues from strategic affiliates	90,567	41,802	48,707
Interest ..............................................	3,402,317	3,543,497	2,868,674
Other .................................................	173,343	254,782	(122,473)
Total revenues .................................	$10,823,677	$10,515,069	$7,441,399

Revenue from contracts with customers is recognized when, or

as, we satisfy our performance obligations by transferring the

promised goods or services to the customers. A good or service

is transferred to a customer when, or as, the customer obtains

control of that good or service. A performance obligation may be

satisfied over time or at a point in time. Revenue from a

performance obligation satisfied over time is recognized by

measuring our progress in satisfying the performance obligation

in a manner that depicts the transfer of the goods or services to

the customer. Revenue from a performance obligation satisfied

at a point in time is recognized at the point in time that we

determine the customer obtains control over the promised good

or service. The amount of revenue recognized reflects the

consideration we expect to be entitled to in exchange for those

promised goods or services (i.e., the “transaction price”). In

determining the transaction price, we consider multiple factors,

including the effects of variable consideration. Variable

consideration is included in the transaction price only to the

extent it is probable that a significant reversal in the amount of

cumulative revenue recognized will not occur when the

uncertainties with respect to the amount are resolved. In

determining when to include variable consideration in the

transaction price, we consider the range of possible outcomes,

the predictive value of our past experiences, the time period of

when uncertainties expect to be resolved and the amount of

consideration that is susceptible to factors outside of our

influence, such as market volatility or the judgment and actions

of third-parties.

The following provides detailed information on the recognition of

our revenues from contracts with customers:

•Investment Banking. We provide our clients with a full range of

financial advisory and underwriting services. Revenues from

financial advisory services primarily consist of fees generated

in connection with merger, acquisition and restructuring

transactions. Advisory fees from mergers and acquisitions

engagements are recognized at a point in time when the

related transaction is completed, as the performance

obligation is to successfully broker a specific transaction. Fees

received prior to the completion of the transaction are deferred

within Accrued expenses and other liabilities. Advisory fees

from restructuring engagements are recognized over time

using a time elapsed measure of progress as our clients

simultaneously receive and consume the benefits of those

services as they are provided. A significant portion of the fees

we receive for our advisory services are considered variable as

they are contingent upon a future event (e.g., completion of a

transaction or third-party emergence from bankruptcy) and are

excluded from the transaction price until the uncertainty

associated with the variable consideration is subsequently

resolved, which is expected to occur upon achievement of the

specified milestone. Payment for advisory services is generally

due promptly upon completion of a specified milestone or, for

retainer fees, periodically over the course of the engagement.

We recognize a receivable between the date of completion of

the milestone and payment by the customer. Expenses

associated with investment banking advisory engagements are

deferred only to the extent they are explicitly reimbursable by

the client and the related revenue is recognized at a point in

time. All other investment banking advisory related expenses,

including expenses incurred related to restructuring

assignments, are expensed as incurred. All investment banking

advisory expenses are recognized within their respective

expense category in our Consolidated Statements of Earnings

and any expenses reimbursed by our clients are recognized as

Investment banking revenues.

Underwriting services include underwriting and placement

agent services in both the equity and debt capital markets,

including private equity placements, initial public offerings,

follow-on offerings and equity-linked securities transactions

and structuring, underwriting and distributing public and private

debt, including investment grade debt, high yield bonds,

leveraged loans, municipal bonds and mortgage-backed and

asset-backed securities. Underwriting and placement agent

revenues are recognized at a point in time on trade-date, as the

client obtains the control and benefit of the underwriting

offering at that point. Costs associated with underwriting

transactions are deferred until the related revenue is

recognized or the engagement is otherwise concluded and are

recorded on a gross basis within Underwriting costs as we are

acting as a principal in the arrangement. Any expenses

reimbursed by our clients are recognized as Investment

banking revenues.

•Commissions and Other Fees. We earn commission and other

fee revenue by executing, settling and clearing transactions for

clients primarily in equity, equity-related and futures products

and facilitating foreign currency spot transactions. Trade

execution and clearing services, when provided together,

represent a single performance obligation as the services are

not separately identifiable in the context of the contract.

Commission revenues associated with combined trade

execution and clearing services, as well as trade execution

services on a standalone basis, are recognized at a point in

time on trade-date. Commissions revenues are generally paid

on settlement date, and we record a receivable between trade-

date and payment on settlement date. We permit institutional

customers to allocate a portion of their gross commissions to

pay for research products and other services provided by third

parties. The amounts allocated for those purposes are

November 2025 Form 10-K	88

Notes to Consolidated Financial Statements

commonly referred to as soft dollar arrangements. We act as

an agent in the soft dollar arrangements as the customer

controls the use of the soft dollars and directs our payments to

third-party service providers on its behalf. Accordingly,

amounts allocated to soft dollar arrangements are netted

against commission revenues in our Consolidated Statements

of Earnings. We also earn investment research fees for the

sales of our proprietary investment research when a contract

with a client has been identified. The delivery of investment

research services represents a distinct performance obligation

that is satisfied over time when the performance obligation is

to provide ongoing access to a research platform or research

analysts, with fees recognized on a straight-line basis over the

period in which the performance obligation is satisfied. The

performance obligation is satisfied at a point in time when the

performance obligation is to provide individual interactions

with research analysts or research events, with fees

recognized on the interaction date.

We earn account advisory and distribution fees in connection

with wealth management services. Account advisory fees are

recognized over time using the time-elapsed method as we

determined that the customer simultaneously receives and

consumes the benefits of investment advisory services as they

are provided. Account advisory fees may be paid in advance of

a specified service period or in arrears at the end of the

specified service period (e.g., quarterly). Account advisory fees

paid in advance are initially deferred within Accrued expenses

and other liabilities. Distribution fees are variable and

recognized when the uncertainties with respect to the amounts

are resolved.

•Asset Management Fees. We earn management and

performance fees in connection with investment advisory

services provided to various funds and accounts, which are

satisfied over time and measured using a time elapsed

measure of progress as the customer receives the benefits of

the services evenly throughout the term of the contract.

Management and performance fees are considered variable as

they are subject to fluctuation (e.g., changes in assets under

management, market performance) and/ or are contingent on

a future event during the measurement period (e.g., meeting a

specified benchmark) and are recognized only to the extent it

is probable that a significant reversal in the amount of

cumulative revenue recognized will not occur when the

uncertainty is resolved. Management fees are generally based

on month-end assets under management or an agreed upon

notional amount and are included in the transaction price at

the end of each month when the assets under management or

notional amount is known. Performance fees are received

when the return on assets under management for a specified

performance period exceed certain benchmark returns, “high-

water marks” or other performance targets. The performance

period related to our performance fees is annual or semi-

annual. Accordingly, performance fee revenue will generally be

recognized only at the end of the performance period to the

extent that the benchmark return has been met.

•Real Estate Revenues. Revenues from the sales of real estate

are recognized at a point in time when the related transaction

is complete. The majority of our real estate sales of land, lots

and homes transfer the goods and services to the customer at

the close of escrow when the title transfers to the buyer and

the buyer has the benefit and control of the goods and service.

If the performance obligation under the contract with a

customer related to a parcel of real estate is not yet complete

when title transfers to the buyer, revenue associated with the

incomplete performance obligation is deferred until the

performance obligation is completed.

•Internet Connection and Broadband Revenues. Revenues

associated with internet connection and mobile voice services

provided to customers are recognized based on the volume of

service provided as of a given date and the related service

charge. Revenues from the activation of broadband services

are recognized on a straight-line basis over a period of 24

months. Amounts received in advance are deferred and

recognized into revenue over the 24 month service period.

Disaggregation of Revenue

	Year Ended November 30, 2025
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$2,145,422	$—	$2,145,422
Investment banking - Underwriting .........	1,641,897	—	1,641,897
Equities (1) .................................................	1,293,944	—	1,293,944
Fixed income (1) ........................................	7,005	—	7,005
Asset management ...................................	—	67,719	67,719
Other investments .....................................	—	390,503	390,503
Total ............................................................	$5,088,268	$458,222	$5,546,490
Primary geographic region:
Americas .....................................................	$3,711,906	$222,549	$3,934,455
Europe and the Middle East .....................	963,294	231,994	1,195,288
Asia-Pacific ................................................	413,068	3,679	416,747
Total ............................................................	$5,088,268	$458,222	$5,546,490			Year Ended November 30, 2024
---	---	---	---
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$1,811,633	$—	$1,811,633
Investment banking - Underwriting .........	1,491,030	—	1,491,030
Equities (1) .................................................	1,074,666	—	1,074,666
Fixed income (1) ........................................	8,859	—	8,859
Asset management ...................................	—	50,700	50,700
Other investments ....................................	—	421,137	421,137
Total ............................................................	$4,386,188	$471,837	$4,858,025
Primary geographic region:
Americas .....................................................	$3,196,908	$223,057	$3,419,965
Europe and the Middle East ....................	812,052	245,299	1,057,351
Asia-Pacific ................................................	377,228	3,481	380,709
Total ............................................................	$4,386,188	$471,837	$4,858,025
89	Jefferies Financial Group Inc.
---	---

Notes to Consolidated Financial Statements

	Year Ended November 30, 2023
$ in thousands	Investment<br><br>Banking and<br><br>Capital Markets	Asset<br><br>Management	Total
Major business activity:
Investment banking - Advisory ................	$1,198,915	$—	$1,198,915
Investment banking - Underwriting .........	970,451	—	970,451
Equities (1) .................................................	894,602	—	894,602
Fixed income (1) ........................................	10,577	—	10,577
Asset management ...................................	—	33,867	33,867
Other investments .....................................	—	124,796	124,796
Total ............................................................	$3,074,545	$158,663	$3,233,208
Primary geographic region:
Americas .....................................................	$2,349,161	$153,286	$2,502,447
Europe and the Middle East .....................	485,432	2,646	488,078
Asia-Pacific ................................................	239,952	2,731	242,683
Total ............................................................	$3,074,545	$158,663	$3,233,208

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

fixed income businesses primarily represent commissions and other fee

revenue.

Refer to Note 22, Segment Reporting, for a further discussion on

the allocation of revenues to geographic regions.

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 November 30, 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.

For the years ended November 30, 2025, 2024, and 2023, we

recognized $85.0 million, $41.0 million and $38.1 million,

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, we recognized $32.4

million, $32.1 million, and $31.5 million of revenues primarily

associated with distribution services for the years ended

November 30, 2025, 2024, and 2023, respectively, 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 November 30, 2025 and 2024 was $92.3

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

Accrued expenses and other liabilities. For the years ended

November 30, 2025, 2024, and 2023, we recognized revenues of

$54.1 million, $34.6 million, and $22.7 million, respectively, that

were recorded as deferred revenue at the beginning of the

periods.

We had receivables related to revenues from contracts with

customers of $396.8 million and $275.9 million at November 30,

2025 and 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.

At November 30, 2025 and 2024, capitalized costs to fulfill a

contract were $5.2 million and $5.8 million, respectively, which

are recorded in Receivables – Fees, interest and other. For the

years ended November 30, 2025, 2024, and 2023, we recognized

expenses of $2.1 million, $3.6 million, and $1.8 million,

respectively, related to costs to fulfill a contract that were

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

significant impairment charges recognized in relation to these

capitalized costs for the years ended November 30, 2025, 2024,

and 2023.

Note 14. Compensation Plans

Equity Compensation Plan

Our amended and restated Equity Compensation Plan (the “ECP”)

was approved by shareholders on March 28, 2024. The ECP

replaced our 2003 Incentive Compensation Plan, as Amended

and Restated (the “Incentive Plan”) and the 1999 Directors’ Stock

Compensation Plan, as Amended and Restated July 25, 2013.

The ECP is an omnibus plan authorizing a variety of equity award

types, as well as cash incentive awards, to be used for

employees, non-employee directors and other service providers.

At November 30, 2025, 11.3 million shares remain available for

new grants under the ECP.

Restricted stock awards are grants of our common shares that

generally require service as a condition of vesting. RSUs give a

participant the right to receive shares if service or performance

conditions are met and may specify an additional deferral period

allowing a participant to hold an interest tied to common stock

on a tax deferred basis. Prior to settlement, RSUs carry no voting

or dividend rights associated with stock ownership, but dividend

equivalents are accrued to the extent there are dividends

declared on the underlying common shares.

Restricted stock and RSUs may be granted to new employees as

“sign-on” awards and to existing employees as either “retention”

awards or pursuant to regulatory requirements outside the U.S.

governing remuneration for certain employees. Restricted stock

and RSUs are also granted to certain senior executive officers as

incentive awards. Employee awards are generally subject to

annual ratable vesting over a multi-year service period and may

also contain performance conditions. Restricted stock and RSUs

granted to certain senior executives may contain market,

performance and/or service conditions. Market conditions are

incorporated into the grant-date fair value of senior executive

awards using a Monte Carlo valuation model. Compensation

expense for awards with market conditions is recognized over

the service period and is not reversed if the market conditions are

not met. Awards with performance conditions are amortized over

the service period if, and to the extent, it is determined to be

probable that the performance condition will be achieved. If

awards are forfeited due to failure to achieve performance

conditions or failure to satisfy service conditions, any previously

recognized expense for such awards is reversed.

November 2025 Form 10-K	90

Notes to Consolidated Financial Statements

Senior Executive Compensation

In December 2021, the Board of Directors granted our senior

executives each a special long-term, five-year retention grant,

termed the Leadership Continuity Grant, with a grant date fair

value of $25.0 million. Our senior executives will gain the benefits

of the retention award after an additional three-year holding

period following the five-year service period.

The senior executives also hold previously awarded stock

options of 2,506,266 stock options, with an exercise price of

$23.75, which include rights to “excess dividend

equivalents,” (each share subject to the option is entitled to two

times the amount of any regular quarterly cash dividend paid in

the 9.5 years after grant to the extent the per share dividend

exceeds the quarterly dividend rate in effect at the time of grant

with the dividend equivalent amount converted to non-forfeitable

share units at the dividend payment date.

In connection with our spin-off of Vitesse Energy, Inc. in January

2023, the options and related dividend equivalent rights were

adjusted, resulting in each senior executive holding 2,532,370

Jefferies options exercisable at $22.69 per share and 228,933

Vitesse options exercisable at $8.97 per share, with

corresponding adjustments such that Vitesse regular quarterly

cash dividends relating to shares underlying the Vitesse options

are taken into consideration in the calculation of the excess

dividend equivalents. The stock options became or become

exercisable in three equal annual tranches beginning December

6, 2021, with a final expiration date of December 5, 2030. At

November 30, 2025, stock options of 5,064,740 were outstanding

and exercisable.

Additionally, in connection with our spin-off of Vitesse Energy,

Inc. shares, we adjusted certain outstanding equity awards to

include like awards for the acquisition of Vitesse common stock

(“Vitesse Awards”). Vesting terms, exercise dates and expiration

dates of the resulting Vitesse Awards and Vitesse options are the

same as those terms of the related Jefferies awards. For those

Vitesse Awards that remain subject to performance or service-

based vesting requirements, we continue to recognize expense

based on the original grant-date fair value and any incremental

fair value resulting from modifications of awards. In fiscal 2023,

$4.0 million of incremental compensation expense was

recognized for these modifications connection with the

adjustments relating to the Vitesse spin-off.

In addition, the Compensation Committee has granted RSUs and

performance stock units (“PSUs”) to each of our senior

executives as follows:

	Period Grant
	December
$ in millions	2025	2024	2023	2022	2021
RSUs
Aggregate grant date fair<br><br>value .................................	$14.3	$18.0	$11.7	$13.1	$16.4
Vesting period ........................	3-year cliff	3-year cliff	3-year cliff	3-year cliff	3-year cliff
PSUs
Aggregate target fair value ..	$14.3	$18.0	$8.8	$13.1	$16.4
Service period ........................	3 years	3 years	3 years	3 years	3 years
Performance goals<br><br>performance period ........	Fiscal 2025<br><br>to Fiscal<br><br>2027	Fiscal 2024<br><br>to Fiscal<br><br>2026	Fiscal 2023<br><br>to Fiscal<br><br>2025	Fiscal 2022<br><br>to Fiscal<br><br>2024	Fiscal 2021<br><br>to Fiscal<br><br>2023
Performance target (1) ..	10% ROTE	10% ROTE	10% ROTE	10% ROTE	10% ROTE
Performance range (2) ..	7.5% - 15%<br><br>ROTE	7.5% - 15%<br><br>ROTE	7.5% - 15%<br><br>ROTE	7.5% - 15%<br><br>ROTE	7.5% - 15%<br><br>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.

The following reflects activity in restricted stock, inclusive across

all plans:

In thousands, except per share amounts	Restricted<br><br>Stock	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value
Balance at November 30, 2022 .................................	2,139	27.85
Grants ............................................................................	444	33.16
Fulfillment of vesting requirement ............................	(481)	24.09
Balance at November 30, 2023 .................................	2,102	29.83
Grants ............................................................................	467	37.09
Fulfillment of vesting requirement ............................	(271)	25.65
Balance at November 30, 2024 .................................	2,298	31.80
Grants ............................................................................	52	68.15
Fulfillment of vesting requirement ............................	(189)	33.98
Balance at November 30, 2025 .................................	2,161	$32.50

The following reflects activity in total RSUs, excluding RSUs

related to senior executive compensation that contain

performance conditions:

			Weighted-Average<br><br>Grant Date<br><br>Fair Value
In thousands, except per share amounts	Future<br><br>Service<br><br>Required	No Future<br><br>Service<br><br>Required	Future<br><br>Service<br><br>Required	No Future<br><br>Service<br><br>Required
Balance at November 30, 2022 ...............	2,308	12,655	$33.70	$24.55
Grants ..........................................................	553	732	34.47	29.35
Distributions of underlying shares ...........	—	(5,485)	—	23.35
Fulfillment of vesting requirement (1) ....	(9)	2,685	21.82	26.50
Balance at November 30, 2023 ...............	2,852	10,587	33.89	26.00
Grants ..........................................................	972	448	38.33	40.06
Distributions of underlying shares ...........	—	(1,849)	—	26.74
Fulfillment of vesting requirement (1) ....	(32)	32	35.21	35.21
Balance at November 30, 2024 ...............	3,792	9,218	35.02	26.57
Grants ..........................................................	2,330	668	55.87	67.95
Distributions of underlying shares ...........	—	(1,362)	—	39.20
Fulfillment of vesting requirement (1) ....	(604)	1,320	35.14	39.05
Balance at November 30, 2025 ...............	5,518	9,844	$43.81	$29.30

(1)Fulfillment of vesting requirement during the years ended November 30, 2025,

2024 and 2023, includes RSUs of 716,000, 0, and 2,438,000, respectively,

related to senior executive compensation.

The following reflects activity solely related to the portions of

RSUs related to senior executive compensation that contain

performance conditions:

In thousands, except per share amounts	Target<br><br>Number of<br><br>Shares	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value
Balance at November 30, 2022 .................................	1,971	$28.16
Grants ............................................................................	1,379	30.15
Fulfillment of vesting requirement ............................	(2,438)	26.49
Balance at November 30, 2023 .................................	912	35.64
Grants ............................................................................	459	44.93
Balance at November 30, 2024 .................................	1,371	38.75
Grants ............................................................................	252	77.09
Forfeited ........................................................................	(67)	34.99
Fulfillment of vesting requirement ............................	(716)	42.37
Balance at November 30, 2025 .................................	840	$47.53

During the years ended November 30, 2025, 2024 and 2023,

grants are shown with the targeted number of shares.

91	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

In December 2025, the Compensation Committee of our Board of

Directors approved a total of 200,215 PSUs relating to the

December 2023 award based on actual performance from fiscal

2023 to 2025. As a result, 46,355 PSUs were forfeited by senior

executives due to achieving actual performance below the

targeted number of shares.

Employee Stock Purchase Plan

An Employee Stock Purchase Plan (the “ESPP”) has been

implemented under both the prior Incentive Plan and the ECP. We

consider the ESPP to be noncompensatory effective January 1,

2007. The ESPP allows eligible employees to make payroll

contributions that are used to acquire shares of our stock,

generally at a discounted price.

Deferred Compensation Plan

A Deferred Compensation Plan (the “DCP”), which permits eligible

employees to defer compensation which may be deemed

invested in our common shares usually at a discount or directed

among other investment vehicles available under the DCP. We

often invest directly, as a principal, in investments corresponding

to the other investment vehicles, relating to our obligations to

perform under the DCP. The compensation deferred by our

eligible employees is expensed in the period earned. The change

in fair value of our investments in assets corresponding to the

specified other investment vehicles are recognized in Principal

transactions revenues and changes in the corresponding

deferred compensation liability are reflected as Compensation

and benefits expense.

Profit Sharing Plan

We have a profit sharing plan, covering substantially all

employees, which includes a salary reduction feature designed to

qualify under Section 401(k) of the Internal Revenue Code.

Other Compensation Plans

In connection with the HomeFed LLC (“HomeFed”) merger in

2019, HomeFed stock options were converted into options to

purchase our common shares. During the year ended November

30, 2023, all remaining HomeFed stock options were exercised at

a price of $22.20 per common share.

Restricted Cash Awards

We provide compensation to new and existing employees in the

form of cash awards or loans which are subject to ratable vesting

terms with service requirements. We amortize these awards to

compensation expense over the relevant service period, which is

generally considered to start at the beginning of the annual

compensation year.

Compensation Expense

	Year Ended November 30,
$ in millions	2025	2024	2023
Components of compensation cost:
Restricted cash awards .....................................	$533.3	$450.6	$324.6
Restricted stock and RSUs (1) ..........................	88.2	63.1	45.4
Profit sharing plan ..............................................	13.2	12.7	11.6
Total compensation cost ..................................	$634.7	$526.4	$381.6

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

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

forfeitures and clawbacks. Additionally, we recognize compensation costs

related to the discount provided to employees in electing to defer

compensation under the DCP. These compensation costs were approximately

$1.2 million, $0.7 million and $0.5 million for the years ended November 30,

2025, 2024 and 2023, respectively.

Remaining unamortized amounts related to certain

compensation plans at November 30, 2025:

$ in millions	Remaining Unamortized Amounts
Non-vested share-based awards ...............................	194.3
Restricted cash awards ...............................................	909.5
Total ...............................................................................	1,103.8

All values are in US Dollars.

In December 2025, $467.3 million of restricted cash awards,

which contain a future service requirement and are related to the

2025 performance year were approved and awarded. Absent

actual forfeitures or cancellations or accelerations, the annual

compensation cost for these awards will be recognized as

follows:

	Year Ended November 30,
$ in millions	2025	2026	2027	Thereafter	Total
Restricted cash awards .	$87.1	$93.3	$89.4	$197.5	$467.3
November 2025 Form 10-K	92
---	---

Notes to Consolidated Financial Statements

Note 15. Benefit Plans

U.S. Pension Plans

Pursuant to the agreement to sell one of our former subsidiaries,

WilTel Communications Group, LLC (“WilTel”), the responsibility

for WilTel’s defined benefit pension plan was retained by us. All

benefits under this plan were frozen as of October 30,

2005. Jefferies Group LLC Employees’ Pension Plan (the “U.S.

Pension Plan”) is a defined benefit pension plan covering certain

employees; benefits under that plan were frozen as of December

31, 2005. We contributed $1.8 million to the WilTel plan during

the year ended November 30, 2025 and we anticipate making a

$3.9 million contribution to the plan for the year ending

November 30, 2026. We did not contribute to the U.S. Pension

Plan during the year ended November 30, 2025 and we anticipate

making $1.4 million contribution to the plan for the year ending

November 30, 2026.

Activity with respect to both plans:

	Year Ended November 30,
$ in thousands	2025	2024
Change in projected benefit obligation:
Projected benefit obligation, beginning of year .......	$163,073	$163,870
Interest cost ..................................................................	7,579	7,986
Actuarial (gains) losses ..............................................	827	3,455
Settlements ...................................................................	(2,799)	—
Benefits paid .................................................................	(9,203)	(12,238)
Projected benefit obligation, end of year ................	$159,477	$163,073
Change in plan assets:
Fair value of plan assets, beginning of year .............	$149,671	$141,177
Actual return on plan assets .......................................	12,631	18,980
Employer contributions ...............................................	1,808	3,530
Settlements ...................................................................	(2,799)	—
Benefits paid .................................................................	(9,203)	(12,238)
Administrative expenses paid ....................................	(1,647)	(1,778)
Fair value of plan assets, end of year .......................	$150,461	$149,671
Funded status at end of year .....................................	$(9,016)	$(13,402)

As of November 30, 2025 and 2024, $23.8 million and

$28.6 million, respectively, of the net amount recognized in the

Consolidated Statements of Financial Condition was reflected as

a charge to Accumulated other comprehensive income (loss)

(substantially all of which were cumulative losses) and

$9.0 million and $13.4 million, respectively, was reflected as

accrued pension cost.

Components of net periodic pension cost and other amounts

recognized in other comprehensive income (loss) excluding

taxes:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Interest cost .....................................	$7,579	$7,986	$7,981
Expected return on plan assets .....	(6,308)	(5,796)	(6,411)
Actuarial and Amortization of net<br><br>losses ................................................	669	484	413
Settlement losses ............................	275	—	370
Net periodic pension cost ..............	$2,215	$2,674	$2,353
Amounts recognized in other<br><br>comprehensive income (loss):
Net (gains) losses arising during<br><br>the period ..........................................	$(3,097)	$(7,951)	$(2,670)
Settlement losses ............................	(275)	—	—
Amortization of net losses .............	(669)	(485)	782
Total recognized in other<br><br>comprehensive income (loss) ......	$(4,041)	$(8,436)	$(1,888)
Net amount recognized in net<br><br>periodic benefit cost and other<br><br>comprehensive income (loss) ....	$(1,826)	$(5,762)	$465

Accumulated other comprehensive income (loss) at

November 30, 2025 and 2024 has not yet been recognized as

components of net periodic pension cost in the Consolidated

Statements of Earnings.

Assumptions:

	November 30,
	2025	2024
WilTel Plan
Discount rate used to determine benefit obligation	5.00%	5.10%
Weighted-average assumptions used to<br><br>determine net pension cost:
Discount rate .........................................................	5.10%	5.30%
Expected long-term return on plan assets ........	6.00%	6.00%
U.S. Pension Plan
Discount rate used to determine benefit obligation	4.70%	4.90%
Weighted-average assumptions used to<br><br>determine net pension cost:
Discount rate .........................................................	4.90%	5.20%
Expected long-term return on plan assets ........	5.00%	5.00%
93	Jefferies Financial Group Inc.
---	---

Notes to Consolidated Financial Statements

Pension benefit payments expected to be paid (in thousands):

Fiscal Year:
2026 ............................................................................................................	$27,567
2027 ............................................................................................................	13,435
2028 ............................................................................................................	12,723
2029 ............................................................................................................	13,245
2030 ............................................................................................................	12,921
Years 2031 - 2035 .....................................................................................	59,645

U.S. Plan Assets

The information below on the plan assets for the WilTel plan and

the U.S. Pension Plan is presented separately for the plans as the

investments are managed independently.

WilTel Plan Assets

The current investment objectives are designed to close the

funding gap while mitigating funded status volatility through a

combination of liability hedging and investment returns. As plan

funded status improves, the asset allocation will move along a

predetermined, de-risking glide path that reallocates capital from

growth assets to liability-hedging assets in order to reduce

funded status volatility and lock in funded status gains. Plan

assets are split into two separate portfolios, each with different

asset mixes and objectives. The portfolios are valued at their

NAV as a practical expedient for fair value.

•The Growth Portfolio consists of global equities and high yield

investments.

•The Liability-Driven Investing (“LDI”) Portfolio consists of long

duration credit bonds and a suite of long duration, Treasury-

based instruments designed to provide capital-efficient interest

rate exposure as well as target specific maturities. The

objective of the LDI Portfolio is to seek to achieve performance

similar to the WilTel plan’s liability by seeking to match the

interest rate sensitivity and credit sensitivity. The LDI Portfolio

is managed to mitigate volatility in funded status deriving from

changes in the discounted value of benefit obligations from

market movements in the interest rate and credit components

of the underlying discount curve.

U.S. Pension Plan Assets

We have an agreement with an external investment manager to

invest and manage the plan’s assets under a strategy using a

combination of two portfolios. The investment manager allocates

the plan’s assets between a growth portfolio and a liability-driven

portfolio according to certain target allocations and tolerance

bands that are agreed to by the Administrative Committee of the

U.S. Pension Plan. Such target allocations will take into

consideration the plan’s funded ratio. The manager will also

monitor the strategy and, as the plan’s funded ratio changes over

time, will rebalance the strategy, if necessary, to be within the

agreed tolerance bands and target allocations. The portfolios are

composed of certain common collective investment trusts that

are established and maintained by the investment manager. The

common collective trusts are valued at their NAV as a practical

expedient for fair value.

Plan Assumptions

To develop the assumption for the expected long-term rate of

return on plan assets, we considered the following underlying

assumptions: 2.5% current expected inflation, 0.5% to 1.5% real

rate of return for long duration risk free investments and an

additional 0.5% to 1.0% return premium for corporate credit risk.

For U.S. and international equity, we assume an equity risk

premium over risk-free assets equal to 4.3%. We then weighted

these assumptions based on invested assets and assumed that

investment expenses were offset by expected returns in excess

of benchmarks, which resulted in the selection of 6.0% and 5.0%

expected long-term rate of return assumption for WilTel and U.S.

Pension plan, respectively, for 2025.

Other

We have defined contribution pension plans, including 401(k)

plans, that cover certain employees. Amounts charged to

expense related to such plans were $14.2 million, $13.6 million

and $12.6 million for the years ended November 30, 2025, 2024

and 2023, respectively.

Note 16. Leases

We enter into lease and sublease agreements, primarily for office

space, across our geographic locations. Information related to

operating leases in our Consolidated Statements of Financial

Condition:

	November 30,
$ in thousands	2025	2024
Premises and equipment - ROU assets, net .............	$525,658	$553,816
Weighted average:
Remaining lease term (in years) ................................	8.7	9.6
Discount rate .................................................................	5.2%	5.1%

Maturities of our operating lease liabilities and a reconciliation to

the Lease liabilities:

$ in thousands	November 30,
Fiscal Year	2025	2024
2025 ...............................................................................	$—	$98,220
2026 ...............................................................................	109,757	107,298
2027 ...............................................................................	101,651	93,675
2028 ...............................................................................	91,957	87,802
2029 ...............................................................................	44,637	40,951
2030 ...............................................................................	57,420	53,104
2031 and thereafter .....................................................	331,099	320,318
Total undiscounted cash flows .................................	736,521	801,368
Less: Difference between undiscounted and<br><br>discounted cash flows ...........................................	(143,723)	(168,165)
Operating leases amount in our Consolidated<br><br>Statements of Financial Condition ......................	592,798	633,203
Finance leases amount in our Consolidated<br><br>Statements of Financial Condition .......................	1,299	2,103
Total amount in our Consolidated Statements of<br><br>Financial Condition .................................................	$594,097	$635,306

In addition to the table above, at November 30, 2025, we entered

into a lease agreement that was signed but had not yet

commenced. This operating lease will commence in 2026 with a

lease term of three years. Lease payments for this lease

agreement will be $3.3 million for the period from lease

commencement to the end of the lease term.

November 2025 Form 10-K	94

Notes to Consolidated Financial Statements

Lease costs:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Operating lease costs (1) ................	$91,279	$86,581	$81,194
Variable lease costs (2) ...................	18,772	15,208	14,506
Less: Sublease income ....................	(4,157)	(3,940)	(5,545)
Total lease cost, net ........................	$105,894	$97,849	$90,155

(1)Includes short-term leases, which are not material.

(2)Includes property taxes, insurance costs, common area maintenance, utilities,

and other costs that are not fixed. The amount also includes rent increases

resulting from inflation indices and periodic market rent reviews.

Consolidated Statements of Cash Flows supplemental

information:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Cash outflows - lease liabilities .....	$101,108	$92,355	$81,831
Non-cash - ROU assets recorded<br><br>for new and modified leases .........	19,496	154,903	56,968

Note 17. Borrowings

Short-Term Borrowings

	November 30,
$ in thousands	2025	2024
Bank loans and other credit facilities ........................	$568,418	$443,160
Fixed rate callable note ...............................................	1,198,788	—
Total short-term borrowings (1) ...............................	$1,767,206	$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 November 30, 2025 and 2024, the weighted average interest

rate on bank loans outstanding is 4.92% 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 November 30, 2025,

we were in compliance with all covenants under these credit

facilities.

95	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Long-Term Debt

		November 30,
$ in thousands	Maturity (Fiscal Years)	2025	2024
Parent Co. unsecured borrowings
Fixed rate	2025	$—	$519,738
	2026	869,461	818,819
	2027	1,117,106	587,631
	2028	1,029,501	1,031,076
	2029	586,495	742,427
	2030	1,063,637	1,078,816
	2031 and Later	4,782,178	3,482,998
Variable rate	2026	45,235	41,230
	2027	—	570,432
	2029	1,312	1,311
	2031 and Later	71,924	850,273
Structured notes (1)	2025	—	157,638
	2026	102,743	114,308
	2027	94,777	97,758
	2028	176,009	77,781
	2029	178,956	316,139
	2030	443,825	76,122
	2031 and Later	2,156,638	1,511,599
Total Parent Co. unsecured borrowings (2) ..........................................................................................................................................		12,719,797	12,076,096
Subsidiaries secured borrowings
Fixed rate (3)	2025	—	160,384
	2026	166,414	42,643
	2027	630,114	13,077
	2028	746,556	35,135
	2029	191,068	104,912
Variable rate	2026	525,000	792,400
	2027	124,458	274,026
Total Subsidiaries secured borrowings .................................................................................................................................................		2,383,610	1,422,577
Subsidiaries unsecured borrowings
Fixed rate	2029	3,937	4,310
	2030	1,416	1,347
	2031 and Later	633,372	—
Variable rate	2026	100,000	26,235
	2027	53,759	—
Total Subsidiaries unsecured borrowings .............................................................................................................................................		792,484	31,892
Total long-term debt (3) ..........................................................................................................................................................................		$15,895,891	$13,530,565
Fair value ....................................................................................................................................................................................................		$16,122,970	$13,734,421
Weighted-average interest rate (4) .......................................................................................................................................................		5.11%	5.30%
Interest rate range (4) ..............................................................................................................................................................................		0.00% - 7.50%	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 borrowings, totaling $2.68 billion and $2.04 billion for November 30, 2025 and 2024, respectively, include cumulative hedging adjustments of

$142.8 million and $193.7 million at November 30, 2025 and 2024, respectively, associated with interest rate swaps based on designation as fair value hedges.

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

several credit facilities classified within Long-term debt amounted to $803.2 million 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. Certain of our long-term

borrowings are callable by us prior to maturity reflected at their contractual maturity dates. 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 November 30, 2025, we were

in compliance with all covenants under theses credit agreements.

(4)Interest rates exclude structured notes.

November 2025 Form 10-K	96

Notes to Consolidated Financial Statements

For the year ended November 30, 2025, long-term debt increased

by $2.37 billion to $15.90 billion at November 30, 2025, primarily

due to proceeds of $1.07 billion from the issuances of unsecured

senior notes, $698.7 million from net issuances of structured

notes, $1.65 billion from increased subsidiaries borrowings and

$296.1 million from currency losses on foreign currency

borrowings. These increases were partially offset by repayments

of $1.42 billion on unsecured senior notes.

In January 2026, we issued $1.5 billion aggregate principal

amount of 5.500% Senior Notes due 2036.

Note 18. Total Equity

Common Stock

At November 30, 2025 and 2024, we had 565,000,000 authorized

shares of voting common stock with a par value of $1.00 per

share. At November 30, 2025 and 2024, we had outstanding

206,296,167 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 year ended

November 30, 2025 represent repurchases of common stock for

net-share tax withholding under our equity compensation plan.

Preferred Shares

At November 30, 2025 and 2024, 6,000,000 of preferred shares,

par value $1 per share, were authorized and 55,125 shares issued

and outstanding.

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 exchanged. As of November 30, 2025,

SMBC had exchanged approximately 27.6 million shares of

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

Stock. At November 30, 2025, SMBC owns approximately 15.7%

of our common stock on an as-converted basis and 14.3% on a

fully-diluted, as-converted basis. The CEO of Sumitomo Mitsui

Financial Group, Inc. serves on our Board of Directors.

Additionally, Refer to Note 23, Related Party Transactions for

further information regarding transactions with SMBC.

On September 19, 2025, our Board of Directors established Series

B-1 Non-Voting Convertible Preferred Shares with a par value of

$1.00 per share (“Series B-1 Preferred Stock”) and designated

17,500 shares as Series B-1 Preferred Stock. The Series B-1

Preferred Stock has a liquidation preference of $500 per share

and ranks senior to our voting common stock and equal to the

Series B Preferred Stock upon dissolution, liquidation or winding

up of Jefferies Financial Group Inc. Each share of Series B-1

Preferred Stock is automatically convertible into 500 shares of

non-voting common stock as soon as such non-voting common

stock exists, subject to certain anti-dilution adjustments. The

Series B-1 Preferred Stock also participates in cash dividends

and distributions alongside our voting common stock on an as-

converted basis.

Additionally, on September 19, 2025, we entered into an amended

and restated Exchange Agreement (the “Amended and Restated

Exchange Agreement”) with SMBC, which entitles SMBC to

exchange shares of our voting common stock for shares of the

Series B-1 Preferred Stock at a rate of 500 shares of voting

common stock for one share of Series B-1 Preferred Stock. The

Amended and Restated Exchange Agreement is limited to 17,500

shares of Series B-1 Preferred Stock. Under the Amended and

Restated Exchange Agreement, SMBC is permitted to increase its

economic ownership in the Company to up to 20% on an as-

converted and fully diluted basis, while continuing to own less

than 5% of a voting interest in the Company.

97	Jefferies Financial Group Inc.

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:

	Year Ended November 30,
In thousands, except per share amounts	2025	2024	2023
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations ................................................................................................................................	$686,419	$712,352	$262,388
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(28,430)	(24,367)	(15,300)
Mandatorily redeemable convertible preferred share dividends ..........................................................................................	—	—	(2,016)
Allocation of earnings to participating securities (1) .............................................................................................................	(79,684)	(74,110)	(14,729)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........	$635,165	$662,609	$260,943
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share .....	$635,165	$662,609	$260,943
Numerator for earnings per common share from discontinued operations:
Net (losses) earnings from discontinued operations, net of taxes .....................................................................................	(4,374)	3,667	—
Less: Net losses attributable to noncontrolling interests .....................................................................................................	—	(2,997)	—
Net (losses) earnings from discontinued operations attributable to common shareholders for basic and diluted<br><br>earnings per share .................................................................................................................................................................	$(4,374)	$6,664	$—
Net earnings attributable to common shareholders for basic earnings per share .........................................................	$630,791	$669,273	$260,943
Net earnings attributable to common shareholders for diluted earnings per share .......................................................	$630,791	$669,273	$260,943
Denominator for earnings per common share:
Weighted average common shares outstanding ....................................................................................................................	206,214	208,873	222,325
Weighted average shares of restricted stock outstanding with future service required ..................................................	(2,239)	(2,334)	(1,920)
Weighted average RSUs outstanding with no future service required ................................................................................	11,121	10,540	12,204
Weighted average basic common shares ...............................................................................................................................	215,096	217,079	232,609
Stock options and other share-based awards .......................................................................................................................	4,913	3,638	2,085
Senior executive compensation plan RSU awards .................................................................................................................	2,737	2,933	1,926
Weighted average diluted common shares (2) ......................................................................................................................	222,746	223,650	236,620
Earnings (losses) per common share:
Basic from continuing operations ............................................................................................................................................	$2.95	$3.05	$1.12
Basic from discontinued operations ........................................................................................................................................	(0.02)	0.03	—
Basic .............................................................................................................................................................................................	$2.93	$3.08	$1.12
Diluted from continuing operations ...........................................................................................................................................	$2.85	$2.96	$1.10
Diluted from discontinued operations ......................................................................................................................................	(0.02)	0.03	—
Diluted ...........................................................................................................................................................................................	$2.83	$2.99	$1.10

(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, 24.1 million, and 8.9 million for the years ended November 30, 2025, 2024, and 2023, 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

were 12.4% and 13.2% of the weighted average common shares outstanding for the years ended November 30, 2025 and 2024, respectively.

November 2025 Form 10-K	98

Notes to Consolidated Financial Statements

Dividends

Year Ended November 30, 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
June 25, 2025	August 18, 2025	August 29, 2025	$0.40
September 29, 2025	November 17, 2025	November 26, 2025	$0.40
Year Ended November 30, 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
June 26, 2024	August 19, 2024	August 30, 2024	$0.35
September 25, 2024	November 18, 2024	November 27, 2024	$0.35

On January 7, 2026, the Board of Directors declared a dividend of

$0.40 per common share to be paid on February 27, 2026 to

common shareholders of record at February 17, 2026.

We paid cash dividends of $44.1 million and $31.9 million for the

years ended November 30, 2025 and 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)

	November 30,
$ in thousands	2025	2024	2023
Net unrealized losses on<br><br>available-for-sale securities ...........	$(1,796)	$(2,406)	$(4,595)
Net currency translation<br><br>adjustments and other ....................	(145,280)	(173,841)	(162,541)
Net unrealized losses related to<br><br>instrument-specific credit risk ......	(200,688)	(206,664)	(181,946)
Net minimum pension liability .......	(36,670)	(40,220)	(46,463)
Total accumulated other<br><br>comprehensive loss, net of tax .....	$(384,434)	$(423,131)	$(395,545)

Amounts reclassified out of accumulated other comprehensive

income (loss) to net earnings:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Net unrealized gains on<br><br>instrument-specific credit risk at<br><br>fair value (1) .......................................	$12,565	$4,794	$(167)
Foreign currency translation<br><br>adjustments (2) .................................	—	—	17,506
Amortization of defined benefit<br><br>pension plan actuarial losses (3) ....	(1,075)	(337)	(631)
Total reclassifications for the<br><br>period, net of tax ...............................	$11,490	$4,457	$16,708

(1)The amounts include income tax expense of $4.2 million and $1.7 million for

the years ended November 30, 2025 and 2024, respectively. The amounts

include income tax benefit of $0.1 million for the year ended November 30,

2023. These amounts were reclassified to Principal transaction revenues.

(2)Relates to the acquisition and consolidation of OpNet in the fourth quarter of

2023. Refer to Note 4, Business Acquisitions and Discontinued Operations for

further information. The amount includes income tax expense of $5.4 million

for the year ended November 30, 2023, which was reclassified to Other

income.

(3)The amounts include income tax benefit of $0.4 million, $0.1 million, and $0.2

million during the years ended November 30, 2025, 2024 and 2023,

respectively, which were reclassified to Compensation and benefits expenses.

Refer to Note 15, Benefit Plans for further information.

Note 19. Income Taxes

Provision for income tax expense components:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Current: .............................................
U.S. Federal ......................................	$(1,397)	$138,259	$14,600
U.S. state and local .........................	(28,466)	75,977	14,896
Foreign ..............................................	104,496	83,089	51,923
Total current ....................................	74,633	297,325	81,419
Deferred:
U.S. Federal ......................................	95,071	(9,453)	10,380
U.S. state and local .........................	18,925	(2,912)	3,112
Foreign ..............................................	(4,059)	8,234	(3,030)
Total deferred ..................................	109,937	(4,131)	10,462
Total income tax expense from<br><br>continuing operations ....................	$184,570	$293,194	$91,881

U.S. and non-U.S. components of earnings from continuing

operations before income tax expense:

	Year Ended November 30,
$ in thousands	2025	2024	2023
U.S. ....................................................	$541,510	$703,981	$177,595
Non-U.S. (1) ......................................	329,479	301,565	176,674
Earnings from continuing<br><br>operations before income tax<br><br>expense ............................................	$870,989	$1,005,546	$354,269

(1)For purposes of this table, non-U.S. income is defined as income generated

from operations located outside the U.S.

99	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Income tax expense differed from the amounts computed by

applying the U.S. Federal statutory income tax rate of

21.0%

to

earnings from continuing operations before income taxes as a

result of the following:

	Year Ended November 30,
	2025		2024		2023
$ in thousands	Amount	Percent	Amount	Percent	Amount	Percent
Computed<br><br>expected federal<br><br>income taxes ...........	$182,908	21.0%	$211,165	21.0%	$74,396	21.0%
Increase<br><br>(decrease) in<br><br>income taxes<br><br>resulting from:
State and local<br><br>income taxes, net<br><br>of Federal income<br><br>tax benefit ................	28,469	3.3	47,642	4.8	17,071	4.8
International<br><br>operations<br><br>(including foreign<br><br>rate differential) ......	19,003	2.2	19,567	1.9	7,306	2.1
Foreign tax credits,<br><br>net .............................	(19,231)	(2.2)	(10,324)	(1.0)	(4,504)	(1.3)
Non-deductible<br><br>executive<br><br>compensation ..........	12,329	1.4	14,481	1.5	11,664	3.3
Transferrable<br><br>investment tax<br><br>credits .......................	(9,761)	(1.1)	—	—	—	—
Employee share-<br><br>based awards ..........	(3,630)	(0.4)	(12,044)	(1.2)	(16,136)	(4.6)
Change in<br><br>unrecognized tax<br><br>benefits related to<br><br>prior years ...............	(61,147)	(7.0)	(15,696)	(1.6)	(25,561)	(7.2)
Interest on<br><br>unrecognized tax<br><br>benefits .....................	5,926	0.7	26,257	2.6	18,988	5.4
Revaluation of<br><br>deferred tax asset<br><br>(1) ..............................	17,276	2.0	(1,502)	(0.1)	(2,814)	(0.8)
Interest on<br><br>amended tax<br><br>returns ......................	(10,841)	(1.2)	—	—	—	—
Other, net (1) ............	23,269	2.5	13,648	1.3	11,471	3.2
Total income tax<br><br>expense from<br><br>continuing<br><br>operations ................	$184,570	21.2%	$293,194	29.2%	$91,881	25.9%

(1)Prior period amounts have been revised to conform with the current period

presentation.

Reconciliation of gross unrecognized tax benefits:

	Year Ended November 30,
$ in thousands	2025	2024	2023
Balance at beginning of period .............	$346,429	$332,323	$349,955
Increases based on tax positions<br><br>related to the current period ..................	8,340	29,454	1,555
Increases based on tax positions<br><br>related to prior periods ...........................	4,978	8,022	10,134
Decreases based on tax positions<br><br>related to prior periods ...........................	(115,339)	(23,370)	(28,622)
Decreases related to settlements with<br><br>taxing authorities ....................................	(2,771)	—	(699)
Balance at end of period ........................	$241,637	$346,429	$332,323

During 2025, decreases in unrecognized tax benefits based on

tax positions related to prior periods are primarily attributable to

the resolution of certain state and local tax matters, in addition to

expiration of state and local statutes of limitation. Decreases for

2024 and 2023 are primarily attributable to expiration of state

and local statutes of limitation.

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

would favorably affect the effective tax rate was $190.9 million

and $273.8 million (net of Federal benefit) at November 30, 2025

and 2024, respectively.

We recognize interest accrued related to unrecognized tax

benefits and penalties, if any, as components of Income tax

expense. Net interest expense related to unrecognized tax

benefits was $1.2 million, $34.6 million and $25.5 million for the

years ended November 30, 2025, 2024 and 2023, respectively. At

November 30, 2025, 2024 and 2023, we had interest accrued of

approximately $177.9 million, $176.6 million and $142.1 million,

respectively, included in Accrued expenses and other liabilities.

No material penalties were accrued for the years ended

November 30, 2025, 2024 and 2023.

Cumulative tax effects of temporary differences that give rise to

significant portions of the deferred tax assets and liabilities:

	November 30,
$ in thousands	2025	2024
Deferred tax assets:
Net operating loss carryover ......................................	$273,096	$254,142
Compensation and benefits .......................................	214,845	221,395
Accrued expenses and other ......................................	239,844	195,216
Operating lease liabilities ............................................	132,709	150,665
Capital loss carryforward ............................................	84,643	—
Long-term debt .............................................................	73,834	83,680
Investments in associated companies .....................	—	73,211
Sub-total ........................................................................	1,018,971	978,309
Valuation allowance ....................................................	(261,804)	(240,231)
Total deferred tax assets ...........................................	757,167	738,078
Deferred tax liabilities:
Operating lease right-of-use assets ..........................	117,421	132,867
Investments in associated companies .....................	67,876	—
Amortization of intangibles ........................................	49,869	55,067
Other ..............................................................................	62,949	52,554
Total deferred tax liabilities .......................................	298,115	240,488
Net deferred tax asset, included in Other assets ...	$459,052	$497,590

The valuation allowance represents the portion of our deferred

tax assets for which it is more likely than not that the benefit of

such items will not be realized. We believe that the realization of

the net deferred tax asset of $459.1 million at November 30,

2025 is more likely than not based on expectations of future

taxable income in the jurisdictions in which we operate.

As of November 30, 2025, we have capital loss carryforwards of

$84.6 million which, if unutilized, will expire in 2031.

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. It is reasonably possible that, within the next

twelve months, statutes of limitation will expire which would have

the effect of reducing the balance of unrecognized tax benefits

by $36.4 million.

November 2025 Form 10-K	100

Notes to Consolidated Financial Statements

Earliest tax years that remain subject to examination in the major

tax jurisdictions in which we operate:

Jurisdiction	Tax Year
United States ...........................................................................................	2022
New York State ........................................................................................	2001
New York City ..........................................................................................	2006
United Kingdom .......................................................................................	2022
Germany ...................................................................................................	2019
Hong Kong ...............................................................................................	2019
India ...........................................................................................................	2011

Note 20. Commitments, Contingencies and Guarantees

Commitments

	Expected Maturity Date (Fiscal Years)
$ in millions	2026	2027	2028<br><br>and<br><br>2029	2030<br><br>and<br><br>2031	2032<br><br>and<br><br>Later	Maximum<br><br>Payout
Equity commitments (1) .....	$117.0	$100.2	$—	$0.1	$132.8	$350.1
Loan commitments (1) .......	337.8	4.4	16.7	0.2	6.3	365.4
Loan purchase<br><br>commitments (2) .................	3,466.9	—	—	—	—	3,466.9
Forward starting reverse<br><br>repos (3) ...............................	5,107.5	—	—	—	—	5,107.5
Forward starting repos (3) .	2,715.5	—	—	—	—	2,715.5
Other unfunded<br><br>commitments (1) .................	195.4	1,957.6	540.9	25.4	—	2,719.3
Total commitments ............	$11,940.1	$2,062.2	$557.6	$25.7	$139.1	$14,724.7

(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 November 30, 2025, Jefferies had also

entered into back-to-back committed sale contracts aggregating to

$3.13 billion.

(3)At November 30, 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.

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

November 30, 2025, our outstanding commitments relating to

Jefferies Capital Partners, LLC and its private equity funds were

$9.7 million.

Additionally, at November 30, 2025, we had other outstanding

equity commitments to invest up to $195.7 million with strategic

affiliates and $129.3 million to energy tax credit vehicles and

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 November 30, 2025, we had outstanding loan

commitments of $108.0 million to a client and $7.4 million to

strategic affiliates.

Loan commitments outstanding at November 30, 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

November 30, 2025:

	Expected Maturity Date (Fiscal Years)
$ in millions	2026	2027	2028 and<br><br>2029	2030 and<br><br>2031	2032 and<br><br>Later	Notional/<br><br>Maximum<br><br>Payout
Guarantee Type:
Derivative<br><br>contracts—<br><br>non-credit<br><br>related .........	$17,971.5	$12,781.6	$10,235.4	$446.0	$101.2	$41,535.7
Total derivative<br><br>contracts ..............	$17,971.5	$12,781.6	$10,235.4	$446.0	$101.2	$41,535.7

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 November 30, 2025,

the fair value of derivative contracts meeting the definition of a

guarantee, gross of any counterparty and cash collateral netting,

is a liability of approximately $331.8 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

101	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

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

municipality accepts the improvements, the bonds are released.

At November 30, 2025, the aggregate amount of infrastructure

improvement bonds outstanding was $74.1 million.

Standby Letters of Credit. At November 30, 2025, we provided

guarantees to certain counterparties in the form of standby

letters of credit in the amount of $345.6 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.

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 21. 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, 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 Rule 15c3-1 or Regulation

1.17. 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. 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. Additionally,

as a registered member firm, JFSI is subject to the net capital

requirements of the NFA. 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 (“JIL”), which is subject to the regulatory supervision and

requirements of the Financial Conduct Authority in the U.K. and

Jefferies GmbH, which is subject to the regulatory supervision of

the German Federal Financial Supervisory Authority.

At November 30, 2025, net capital and excess net capital were as

follows:

$ in thousands	Net<br><br>Capital	Excess Net<br><br>Capital
Jefferies LLC .................................................................	$2,262,928	$2,115,314
JFSI - SEC ......................................................................	234,041	200,305
JFSI - CFTC ...................................................................	234,041	203,041
JIL (1) .............................................................................	2,043,400	1,209,300
Jefferies GmbH (1) ......................................................	379,326	184,633

(1)Represents an equivalent capital requirement in the respective jurisdiction.

At November 30, 2025, Jefferies LLC, JFSI, JIL and Jefferies

GmbH 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.

At November 30, 2025 and 2024, $5.93 billion and $4.96 billion,

respectively, of net assets of our consolidated subsidiaries are

restricted as to the payment of cash dividends, or the ability to

make loans or advances to the parent company. At November 30,

2025 and 2024, $5.30 billion and $4.54 billion, respectively, of

these assets are restricted as they reflect regulatory capital

requirements or require regulatory approval prior to the payment

of cash dividends and advances to the parent company.

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 November 30, 2025,

Jefferies LLC had $846.7 million in cash and qualified U.S.

Government securities on deposit in special reserve bank

accounts for the exclusive benefit of customers.

November 2025 Form 10-K	102

Notes to Consolidated Financial Statements

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 November 30, 2025,

Jefferies LLC had $475.1 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 SEC Rule 15c3-3 customer

and PAB requirements are included in Cash and securities

segregated and Securities purchased under agreements to resell.

JFSI is exempt from the CFTC and SEC segregation rules.

Note 22. 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 investment

banking business, which is composed of financial advisory and

underwriting activities. The Investment Banking and Capital

Markets reportable business segment provides the sales, trading,

origination and advisory effort for various fixed income, equity

and advisory products and services. The Asset Management

reportable business segment provides investment management

services to investors globally and invests capital in hedge funds,

separately managed accounts and third-party asset managers.

Our reportable business segment information is prepared using

the following methodologies:

•Net revenues, expenses and income (loss) from equity method

investments directly associated with each reportable business

segment are included in determining earnings (losses) from

continuing operations before income taxes.

•Net revenues and 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. During 2023, we refined our allocated

net interest methodology to better reflect net interest expense

across our business units based on use of capital. Historical

periods have been recast to conform with the revised

methodology.

Our Chief Executive Officer and President serve collectively as

our chief operating decision maker (“CODM”). In this capacity, the

CODM evaluates the performance of each business segment and

allocate resources based on a variety of strategic and financial

considerations. These considerations include measures of

segment results and profitability, including net revenues and

earnings before income taxes, which are calculated in

accordance with U.S. GAAP and align with the amounts reported

in our Consolidated Statements of Earnings. The CODM regularly

reviews results and profitability measures to monitor budget

versus actual results. Furthermore, the ongoing monitoring of

budget versus actual results is used to assess the performance

of each reportable business segment and significantly influences

decisions about allocating resources.

103	Jefferies Financial Group Inc.

Notes to Consolidated Financial Statements

Summary of our results by reportable business segment:

	Year Ended November 30,
$ in millions	2025	2024	2023
Investment Banking and Capital Markets:
Revenues
Non-interest revenues ...................................	$6,551.9	$6,011.3	$4,331.1
Interest income ..............................................	3,239.3	3,363.2	2,734.0
Total revenues (1) .........................................	9,791.2	9,374.5	7,065.1
Interest expense .............................................	3,183.2	3,170.2	2,560.7
Net revenues (1) ............................................	6,608.0	6,204.3	4,504.4
Non-interest expenses
Compensation and benefits .........................	3,616.0	3,418.6	2,403.0
Brokerage and clearing fees .........................	445.7	372.2	327.4
Technology and communications ...............	541.8	488.5	455.5
Business development ..................................	297.4	243.9	165.8
Other segment items (3) (4) .........................	725.0	658.3	643.4
Total non-interest expenses ........................	5,625.9	5,181.5	3,995.1
Earnings before income taxes ......................	$982.1	$1,022.8	$509.3
Asset Management:
Revenues
Non-interest revenues ...................................	$843.9	$933.4	$233.8
Interest income ..............................................	163.0	180.3	134.6
Total revenues (2) .........................................	1,006.9	1,113.7	368.4
Interest expense .............................................	296.7	310.0	180.1
Net revenues (2) ............................................	710.2	803.7	188.3
Non-interest expenses
Compensation and benefits .........................	244.2	241.0	132.2
Brokerage and clearing fees .........................	43.5	60.6	39.2
Technology and communications ...............	56.4	58.1	21.6
Business development ..................................	38.3	39.6	11.8
Cost of sales ...................................................	190.9	206.3	29.4
Other segment items (3) (5) .........................	273.5	242.2	116.8
Total non-interest expenses ........................	846.8	847.8	351.0
Losses before income taxes (6) (7) ...........	$(136.6)	$(44.1)	$(162.7)
	Year Ended November 30,
	2025	2024	2023
Total of Reportable Business Segments:
Revenues
Non-interest revenues ...................................	$7,395.8	$6,944.7	$4,564.9
Interest income ..............................................	3,402.3	3,543.5	2,868.6
Total revenues ...............................................	10,798.1	10,488.2	7,433.5
Interest expense .............................................	3,479.9	3,480.2	2,740.8
Net revenues ..................................................	7,318.2	7,008.0	4,692.7
Non-interest expenses
Compensation and benefits .........................	3,860.2	3,659.6	2,535.2
Brokerage and clearing fees .........................	489.2	432.8	366.6
Technology and communications ...............	598.2	546.6	477.1
Business development ..................................	335.7	283.5	177.6
Cost of sales ...................................................	190.9	206.3	29.4
Other segment items (3) ...............................	998.5	900.5	760.2
Total non-interest expenses ........................	6,472.7	6,029.3	4,346.1
Earnings before income taxes .....................	$845.5	$978.7	$346.6

(1)Includes total net earnings related to equity method investees of $80.5 million,

$82.8 million and $13.0 million, respectively.

(2)Includes total net earnings (losses) related to equity method investees of

$14.8 million, $3.7 million and $(205.2) million, respectively.

(3)Primarily consists of underwriting costs, occupancy and equipment rental,

professional services, and depreciation and amortization.

(4)Includes depreciation and amortization of $101.5 million, $103.0 million and

$89.9 million, respectively.

(5)Includes depreciation and amortization of $90.8 million, $87.3 million and

$22.3 million, respectively.

(6)Consists of earnings before income taxes of $69.4 million, $42.0 million and

$38.0 million, respectively, related to asset management fees and investment

return and consists of losses before income taxes of $206.0 million,

$86.1 million and $200.7 million, respectively, related to Other investments.

(7)Includes losses before income taxes related to non-controlling interests of

$28.1 million, $27.4 million and $14.9 million, respectively.

Reconciliation of Reportable Segment Information:

	Year Ended November 30,
$ in millions	2025	2024	2023
Total revenues for reportable segments ...	$7,318.2	$7,008.0	$4,692.7
Other revenues not allocated to segments	25.5	26.8	7.7
Total consolidated net revenues ................	$7,343.7	$7,034.8	$4,700.4
Total earnings for reportable segments ....	$845.5	$978.7	$346.6
Earnings not allocated to segments ...........	25.5	26.8	7.7
Total consolidated earnings ........................	$871.0	$1,005.5	$354.3

Assets by reportable business segment:

	November 30,
$ in millions	2025	2024
Investment Banking and Capital Markets .................	$70,335.5	$59,142.9
Asset Management ......................................................	5,676.8	5,217.4
Total assets ..................................................................	$76,012.3	$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.

	Year Ended November 30,
$ in millions	2025	2024	2023
Americas (1) .....................................	$5,008.6	$4,952.3	$3,625.6
Europe and the Middle East (2) .....	1,781.4	1,577.5	775.9
Asia-Pacific ......................................	553.8	505.0	298.9
Net revenues ....................................	$7,343.8	$7,034.8	$4,700.4

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

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

Note 23. Related Party Transactions

Officers, Directors and Employees

The following sets forth information regarding related party

transactions with our officers, directors and employees:

•At November 30, 2025 and 2024, we had $19.2 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.

November 2025 Form 10-K	104

Notes to Consolidated Financial Statements

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

investments in entities managed by us of approximately

$10.4 million and $5.0 million at November 30, 2025 and 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 opportunities related to 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.

	November 30,
$ in thousands	2025	2024
Assets
Cash and cash equivalents .........................................	$444,506	$542,212
Cash and securities segregated and on deposit<br><br>for regulatory purposes or deposited with<br><br>clearing and depository organizations ................	27,975	—
Financial instruments owned, at fair value ...............	395	1,539
Securities borrowed .....................................................	3,872	20,403
Securities purchased under agreements to resell ...	357,261	381,568
Receivables:
Brokers, dealers and clearing organizations ........	7,752	3,012
Customers .................................................................	206	—
Fees, interest and other ...........................................	5,438	7,851
Other assets ..................................................................	6,203	175
Total assets ..................................................................	$853,608	$956,760
Liabilities
Financial instruments sold, not yet purchased, at<br><br>fair value ...................................................................	$6,763	$1,830
Securities loaned ..........................................................	620	187
Securities sold under agreements to repurchase ...	638,581	631,390
Payables:
Brokers, dealers and clearing organizations .......	470	18,701
Accrued expenses and other liabilities .....................	9,537	6,767
Long-term debt (1) .......................................................	—	—
Total liabilities ..............................................................	$655,971	$658,875

(1)At November 30, 2025, we have a credit facility with SMBC of $700.0 million

with an interest rate based on an adjusted SOFR plus a spread.

	Year Ended<br><br>November 30,
$ in thousands	2025	2024 (1)
Revenues
Investment banking ...............................................................	$22,559	$5,066
Principal transactions (2) .....................................................	(12,205)	(5,997)
Commissions and other fees ...............................................	2,907	895
Interest ....................................................................................	27,512	14,203
Total revenues .......................................................................	40,773	14,167
Interest expense ....................................................................	42,120	13,238
Net revenues ..........................................................................	$(1,347)	$929
Non-interest expenses
Compensation and benefits	$2,911	$—
Technology and communications .......................................	1,452	—
Business development .........................................................	32,538	7,274
Other expenses ......................................................................	456	—
Total non-interest expenses ...............................................	$37,357	$7,274

(1)Amounts reflect activity beginning from August 12, 2024, the date SMBC

became a related party.

(2)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 10, Investments for further information.

105	Jefferies Financial Group Inc.

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure 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 November 30, 2025.

Based on that evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and

procedures as of November 30, 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.

Internal Control over Financial Reporting

Management’s annual report on internal control over financial

reporting is contained in Part II, Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting

occurred during the quarter ended November 30, 2025 that has

materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the three months ended November 30, 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 9C. Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate

Governance

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2026 Annual Meeting of Shareholders,

which is incorporated herein by reference.

We have a Code of Business Practice, which is applicable to all

directors, officers and employees, and is available on our

website. We intend to post amendments to or waivers from our

Code of Business Practice on our website as required by

applicable law.

Item 11. Executive Compensation

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2026 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2026 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and

Director Independence

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

Information with respect to this item will be contained in the

Proxy Statement for the 2026 Annual Meeting of Shareholders,

which is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information with respect to aggregate fees billed to us by our

principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34)

will be contained in the Proxy Statement for the 2026 Annual

Meeting of Shareholders, which is incorporated herein by

reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)1. Financial Statements

The financial statements required to be filed hereunder are listed

on page S-1.

(a)2. Financial Statement Schedules

The financial statement schedules required to be filed hereunder

are listed on page S-1.

(a)3. Exhibits

November 2025 Form 10-K	106
Exhibit<br><br>No.	Description
---	---
3.1	Amended and Restated Certificate of Incorporation of Jefferies Financial<br><br>Group Inc., is incorporated by reference to Exhibit 3.1 to the Company’s<br><br>Current Report on 8-K filed on June 30, 2023.*
3.2	Certificate of Amendment of the Certificate of Incorporation relating to the<br><br>Series B-1 Preferred Stock, is incorporated by reference to Exhibit 3.1 to the<br><br>Company’s Current Report on Form 8-K filed on September 19, 2025.*
3.3	Amended and Restated By-Laws of Jefferies Financial Group Inc. (effective<br><br>September 30, 2021), is incorporated herein by reference to Exhibit 3.1 to the<br><br>Company’s Current Report on Form 8-K filed on October 5, 2021.*
4.1	Description of Securities Registered Pursuant to Section 12 of the Securities<br><br>Exchange Act of 1934.
4.2	Indenture, dated as of October 18, 2013, by and between Jefferies Financial<br><br>Group Inc. (formerly Leucadia National Corporation) and The Bank of New<br><br>York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 of<br><br>the Company’s Current Report on Form 8-K filed on October 18, 2013. *
4.3	Indenture, dated as of March 12, 2002 (Senior Securities), by and between<br><br>Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York<br><br>Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 to<br><br>Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3<br><br>Registration Statement filed on February 1, 2019 (File Nos. 333-229494 and<br><br>333-229494-01).*
4.4	First Supplemental Indenture, dated as of July 15, 2003, to Indenture dated as<br><br>of March 12, 2002 by and between Jefferies Group LLC (formerly Jefferies<br><br>Group, Inc.) and The Bank of New York Mellon, as Trustee, is incorporated<br><br>herein by reference to Exhibit 4.2 of Jefferies Group, Inc.’s Form S-3<br><br>Registration Statement filed on July 15, 2003 (No. 333-107032). *
4.5	Second Supplemental Indenture, dated as of December 19, 2012, to the<br><br>Indenture dated as of March 12, 2002, by and between Jefferies Group LLC<br><br>(formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as trustee,<br><br>is incorporated herein by reference to Exhibit 4.1 of Jefferies Group, Inc.’s<br><br>Form 8-K filed on December 20, 2012. *
4.6	Third Supplemental Indenture, dated as of March 1, 2013, to the Indenture<br><br>dated as of March 12, 2002 by and between Jefferies Group LLC (formerly<br><br>Jefferies Group, Inc.) and The Bank of New York Mellon, as Trustee, is<br><br>incorporated herein by reference to Exhibit 4.3 of Jefferies Group, Inc.’s Form<br><br>8-K filed on March 1, 2013. *
4.7	Fourth Supplemental Indenture, dated as of November 1, 2022, among<br><br>Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to<br><br>the Indenture, dated as of March 12, 2002, is incorporated by reference to<br><br>Exhibit 4.5 of the Company’s Current Report on Form 8-K filed on November 1,<br><br>2022.*
4.8	Indenture, dated as of May 26, 2016 (the “Senior Debt Indenture”), by and<br><br>among Jefferies Group LLC and Jefferies Group Capital Finance Inc. and The<br><br>Bank of New York Mellon, as trustee, is incorporated herein by reference to<br><br>Exhibit 4.1 of the Form 8-A of Jefferies Group LLC and Jefferies Group Capital<br><br>Finance Inc. filed on January 17, 2017.*
4.9	First Supplemental Indenture, dated as of November 1, 2022, among Jefferies<br><br>Financial Group Inc. and The Bank of New York Mellon, as trustee, to the<br><br>Senior Debt Indenture, dated as of May 26, 2016, is incorporated herein by<br><br>reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed on<br><br>November 1, 2022.*
4.10	Other instruments defining the rights of holders of long-term debt securities of<br><br>the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii)<br><br>of Regulation S-K. Registrant hereby agrees to furnish copies of these<br><br>instruments to the Commission upon request.
10.1	Jefferies Financial Group Inc. 2003 Incentive Compensation Plan as Amended<br><br>and Restated, is incorporated herein by reference to Exhibit 10.5 to the<br><br>Company’s Annual Report on Form 10-K filed on January 29, 2021.* +
10.2	Jefferies Financial Group Inc. Equity Compensation Plan, as amended and<br><br>restated on March 28, 2024, is incorporated herein by reference to Exhibit 99.1<br><br>to the Company’s Current Report on Form 8-K filed on March 29, 2024* +
10.3	Form of Stock Option Agreement under the Company’s 2003 Stock Award and<br><br>Incentive Plan, is incorporated herein by reference to Exhibit 10.1 to the<br><br>Company’s Quarterly Report on Form 10-Q filed on April 8, 2021. * +
10.4	Form of Stock Appreciation Award Agreement, is incorporated herein by<br><br>reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed<br><br>on April 8, 2021. * +
10.5	Form of Stock Option Agreement (Converted Stock Appreciation Award) under<br><br>the Company’s Equity Compensation Plan, is incorporated herein by reference<br><br>to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April<br><br>8, 2021. * +
10.6	Leucadia National Corporation 1999 Directors’ Stock Compensation Plan, as<br><br>amended and restated on July 25, 2013, is incorporated herein by reference to<br><br>Appendix II to the 2013 Proxy Statement.* +
10.7	Agreement of Terms dated as of December 31, 2011 between Leucadia<br><br>National Corporation and Berkshire Hathaway Inc., is incorporated herein by<br><br>reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on<br><br>February 24, 2012.*		Exhibit<br><br>No.	Description
---	---
10.8	Form of Restricted Stock Units Agreement (Time-Based) under the Company’s<br><br>Equity Compensation Plan, is incorporated by reference to Exhibit 10.8 of the<br><br>Company’s Annual Report on Form 10-K filed on January 28, 2025.* +
10.9	Form of Restricted Stock Units Agreement (Performance-Based) under the<br><br>Company’s Equity Compensation Plan, is incorporated by reference to Exhibit<br><br>10.9 of the Company’s Annual Report on Form 10-K filed on January 28,<br><br>2025.* +
10.10	Form of Restricted Stock Units Agreement (Leadership Continuity Grant)<br><br>under the Company’s Equity Compensation Plan, is incorporated herein by<br><br>reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q<br><br>filed on April 8, 2022.* +
10.11	Form of Restricted Stock Units Agreement (Service-Based) under the<br><br>Company’s Equity Compensation Plan. +
10.12	Form of Restricted Stock / Deferred Share Agreement to Non-Employee<br><br>Independent Directors, is incorporated herein by reference to Exhibit 10.17 to<br><br>the Company’s Annual Report on Form 10-K filed on January 27, 2023.* +
10.13	Vitesse Energy, Inc. Transitional Equity Award Adjustment Plan is<br><br>incorporated herein by reference to Exhibit 10.2 of the Company’s Current<br><br>Report on Form 8-K filed on January 17, 2023.* +
10.14	Exchange Agreement, dated as of April 27, 2023, by and between Jefferies<br><br>Financial Group Inc., a New York corporation, and Sumitomo Mitsui Banking<br><br>Corporation, a joint stock company incorporated in Japan, is incorporated by<br><br>reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on April<br><br>27, 2023.*
10.15	Memorandum of Understanding in Relation to Strategic Alliance, dated as of<br><br>April 27, 2023, by and among Jefferies Financial Group Inc., a New York<br><br>corporation, Jefferies Finance LLC, a Delaware limited liability company,<br><br>Sumitomo Mitsui Financial Group, Inc., a financial holding company<br><br>incorporated in Japan, Sumitomo Mitsui Banking Corporation, a joint stock<br><br>company incorporated in Japan, SMBC Nikko Securities Inc., a joint stock<br><br>company incorporated in Japan, and SMBC Nikko Securities America, Inc., a<br><br>Delaware corporation, is incorporated by reference to Exhibit 10.2 to the<br><br>Company’s Current Report on 8-K filed on April 27, 2023.*
10.16	Amended and Restated Exchange Agreement, dated as of September 19,<br><br>2025, by and between Jefferies Financial Group Inc., a New York corporation,<br><br>and Sumitomo Mitsui  Banking Corporation, a joint stock company<br><br>incorporated in Japan, is incorporated by reference to Exhibit 10.1 to the<br><br>Company’s Current Report on Form 8-K filed on September<br><br>19, 2025.*
19	Jefferies Financial Group Inc. Insider Trading and Anti-Tipping Policy, is<br><br>incorporated by reference to Exhibit 19 of the Company’ Annual Report on<br><br>Form 10-K filed on January 28, 2025.*
21	Subsidiaries of the registrant.
23.1	Consent of Deloitte & Touche LLP.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the<br><br>Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the<br><br>Sarbanes-Oxley Act of 2002. **
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the<br><br>Sarbanes-Oxley Act of 2002. **
97.1	Jefferies Financial Group Inc. Incentive-Based Compensation Recovery Policy.<br><br>is incorporate by reference by reference to Exhibit 97.1 to the Company's<br><br>Annual Report on From 10-K filed on January 26, 2024 *
101	Interactive Data Files pursuant to Rule 405 of Regulation S-T, formatted in<br><br>Inline Extensible Business Reporting Language (iXBRL).
104	Cover page interactive data file pursuant to Rule 406 of Regulation S-T,<br><br>formatted in iXBRL (included in exhibit 101)

+Management/Employment Contract or Compensatory Plan or Arrangement.

*Incorporated by reference.

**Furnished herewith pursuant to item 601(b) (32) of Regulation S-K.

Item 16. Form 10-K Summary

None.

107	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: January 28, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on

behalf of the registrant and in the capacities indicated, on the date set forth below.

	Name	Title	Date
/s/	JOSEPH S. STEINBERG	Chairman of the Board of Directors	January 28, 2026
	Joseph S. Steinberg
/s/	RICHARD B. HANDLER	Chief Executive Officer and Director<br><br>(Principal Executive Officer)	January 28, 2026
	Richard B. Handler
/s/	BRIAN P. FRIEDMAN	President and Director	January 28, 2026
	Brian P. Friedman
/s/	MATT LARSON	Executive Vice President and Chief Financial Officer<br><br>(Principal Financial Officer)	January 28, 2026
	Matt Larson
/s/	MARK L. CAGNO	Vice President and Controller<br><br>(Principal Accounting Officer)	January 28, 2026
	Mark L. Cagno
/s/	LINDA L. ADAMANY	Director	January 28, 2026
	Linda L. Adamany
/s/	ROBERT D. BEYER	Director	January 28, 2026
	Robert D. Beyer
/s/	MATRICE ELLIS KIRK	Director	January 28, 2026
	Matrice Ellis Kirk
November 2024 Form 10-K	108
---	---
/s/	MARYANNE GILMARTIN	Director	January 28, 2026
---	---	---	---
	MaryAnne Gilmartin
/s/	THOMAS W. JONES	Director	January 28, 2026
	Thomas W. Jones
/s/	JACOB M. KATZ	Director	January 28, 2026
	Jacob M. Katz
/s/	TORU NAKASHIMA	Director	January 28, 2026
	Toru Nakashima
/s/	MICHAEL T. O’KANE	Director	January 28, 2026
	Michael T. O’Kane
/s/	MELISSA V. WEILER	Director	January 28, 2026
	Melissa V. Weiler
S-1	Jefferies Financial Group Inc.
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Jefferies Financial Group Inc.

Index to Financial Statements and Financial Statement

Schedules Items (15)(a)(1) and (15)(a)(2)

	Page
Financial Statements
Management’s Report on Internal Control over Financial Reporting ....................................................................................................	41
Reports of Independent Registered Public Accounting Firms ...............................................................................................................	42
Consolidated Statements of Financial Condition .....................................................................................................................................	45
Consolidated Statements of Earnings .......................................................................................................................................................	46
Consolidated Statements of Comprehensive Income .............................................................................................................................	47
Consolidated Statements of Changes in Equity .......................................................................................................................................	48
Consolidated Statements of Cash Flows ..................................................................................................................................................	49
Notes to Consolidated Financial Statements ...........................................................................................................................................	51
Financial Statement Schedules
Schedule I - Condensed Financial Information of Jefferies Financial Group Inc. (Parent Company Only) at November 30,<br><br>2025 and 2024 and for each of the three fiscal years ended November 30, 2025, 2024 and 2023 .............................................	S-2 - S-5
November 2025 Form 10-K	S-2
---	---

Parent Company Only

Condensed Statements of Financial Condition

	November 30,
$ in thousands, except per share amounts	2025	2024
Assets
Cash and cash equivalents ..............................................................................................................................................	$3,398,835	$1,862,275
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and<br><br>depository organizations .............................................................................................................................................	11,076	68,076
Financial instruments owned, at fair value ....................................................................................................................	147,881	117,941
Investments in and loans to related parties ..................................................................................................................	703,530	682,637
Investment in subsidiaries ...............................................................................................................................................	8,558,309	7,694,585
Advances to subsidiaries .................................................................................................................................................	9,778,081	7,644,604
Subordinated notes receivable ........................................................................................................................................	5,747,933	5,463,472
Other assets .......................................................................................................................................................................	983,536	1,012,283
Total assets ........................................................................................................................................................................	$29,329,181	$24,545,873
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................	$1,198,788	$—
Financial instruments sold, not yet purchased, at fair value .......................................................................................	7,989	5,135
Advances from subsidiaries ............................................................................................................................................	4,113,228	1,509,676
Accrued expenses and other liabilities ..........................................................................................................................	714,692	798,194
Long-term debt ..................................................................................................................................................................	12,719,788	12,076,096
Total liabilities ...................................................................................................................................................................	18,754,485	14,389,101
Equity
Series B preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and<br><br>outstanding ....................................................................................................................................................................	55	55
Common shares, par value $1 per share, authorized 565,000,000 shares; 206,296,167 and 205,504,272<br><br>shares issued and outstanding, after deducting 114,821,903 and 115,613,798 shares held in treasury ........	206,296	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 ..................................................................................................................................................	2,177,954	2,104,199
Accumulated other comprehensive loss .......................................................................................................................	(384,434)	(423,131)
Retained earnings ..............................................................................................................................................................	8,574,825	8,270,145
Total Jefferies Financial Group Inc. shareholders’ equity .........................................................................................	10,574,696	10,156,772
Total liabilities and equity ...............................................................................................................................................	$29,329,181	$24,545,873

See accompanying notes to condensed financial statements.

S-3	Jefferies Financial Group Inc.

Parent Company Only

Condensed Statements of Earnings and Comprehensive Income

	Year Ended November 30,
$ in thousands	2025	2024	2023
Revenues:
Principal transactions ..........................................................................................................................................	$(119,665)	$(104,505)	$(95,642)
Interest ...................................................................................................................................................................	898,392	803,068	580,485
Other .......................................................................................................................................................................	23,760	66,438	(3,654)
Total revenues ......................................................................................................................................................	802,487	765,001	481,189
Interest expense ....................................................................................................................................................	778,385	630,994	446,786
Net revenues .........................................................................................................................................................	24,102	134,007	34,403
Non-interest expenses:
Total non-interest expenses ..............................................................................................................................	47,235	34,285	34,462
(Losses) earnings before income taxes ............................................................................................................	(23,133)	99,722	(59)
Income tax (benefit) expense ............................................................................................................................	(27,465)	22,352	(42,322)
Net earnings before undistributed earnings of subsidiaries ..........................................................................	4,332	77,370	42,263
Undistributed earnings of subsidiaries from continuing operations .............................................................	710,517	662,346	235,425
Undistributed (losses) earnings of subsidiaries from discontinued operations (including gain on<br><br>disposal of $— million, $3,493 million, $—), net of income tax .................................................................	(4,374)	3,667	—
Net earnings .........................................................................................................................................................	710,475	743,383	277,688
Preferred stock dividends ....................................................................................................................................	79,684	74,110	14,616
Net earnings attributable to Jefferies Financial Group Inc. common shareholders ................................	630,791	669,273	263,072
Other comprehensive income (loss), net of tax:
Currency translation adjustments and other ...................................................................................................	28,560	(11,300)	57,530
Change in fair value related to instrument-specific credit risk ......................................................................	5,977	(24,718)	(77,420)
Minimum pension liability adjustments ............................................................................................................	3,550	6,243	2,467
Unrealized gains on available-for-sale securities .............................................................................................	610	2,189	1,297
Total other comprehensive income (loss), net of tax ....................................................................................	38,697	(27,586)	(16,126)
Comprehensive income attributable to Jefferies Financial Group Inc. common shareholders .............	$669,488	$641,687	$246,946

See accompanying notes to condensed financial statements.

November 2025 Form 10-K	S-4

Parent Company Only

Condensed Statements of Cash Flows

	Year Ended November 30,
$ in thousands	2025	2024	2023
Cash flows from operating activities:
Net earnings ..........................................................................................................................................................	$710,475	$743,383	$277,688
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes .........................................................................................................................................	1,041	16,777	53,728
Share-based compensation ................................................................................................................................	88,227	63,119	45,360
Amortization ..........................................................................................................................................................	9,249	7,046	1,040
Undistributed earnings of subsidiaries ..............................................................................................................	(706,143)	(666,013)	(235,425)
(Income) losses on investments in and loans to related parties ...................................................................	(24,536)	(36,403)	6,808
Other adjustments ................................................................................................................................................	337,644	149,077	(438,649)
Net change in assets and liabilities:
Financial instruments owned ..............................................................................................................................	(29,940)	(37,374)	17,303
Other assets ..........................................................................................................................................................	70,913	175,338	(67,626)
Financial instruments sold, not yet purchased .................................................................................................	2,854	4,445	(4,183)
Income taxes receivable/payable, net ...............................................................................................................	(43,207)	(179,259)	(189,608)
Accrued expenses and other liabilities ..............................................................................................................	(83,502)	79,561	49,916
Net cash provided by (used in) operating activities from continuing operations ......................................	333,075	319,697	(483,648)
Cash flows from investing activities:
Contributions to investments in and loans to related parties ........................................................................	(73,450)	(950,123)	(211)
Capital distributions from investments and repayments of loans from related parties ............................	77,093	934,594	—
Distribution (to) from subsidiaries, net ..............................................................................................................	(153,207)	190,919	887,895
Net cash provided by (used in) investing activities from continuing operations .......................................	(149,564)	175,390	887,684
Net cash provided by (used in) investing activities from discontinued operations ..................................	(4,374)	29,294	—
Cash flows from financing activities:
Proceeds from short-term borrowings ..............................................................................................................	1,896,996	—	—
Payments on short-term borrowings .................................................................................................................	(699,491)	—	(10,868)
Proceeds from issuance of long-term debt, net of issuance costs ..............................................................	2,521,663	5,336,634	1,718,992
Repayments of long-term debt ...........................................................................................................................	(2,171,714)	(1,936,085)	(813,182)
Advances (to) from subsidiaries, net .................................................................................................................	185,614	(4,180,659)	(828,114)
Purchase of common shares for treasury ........................................................................................................	(58,515)	(44,313)	(169,402)
Proceeds from conversion of common to preferred shares ..........................................................................	—	9,844	31,500
Dividends paid .......................................................................................................................................................	(374,130)	(302,964)	(278,595)
Net cash provided by (used in) financing activities from continuing operations ......................................	1,300,423	(1,117,543)	(349,669)
Net increase (decrease) in cash and cash equivalents and restricted cash ...............................................	1,479,560	(593,162)	54,367
Cash, cash equivalents and restricted cash at beginning of period .............................................................	1,930,351	2,523,513	2,469,146
Cash, cash equivalents and restricted cash at end of period .......................................................................	$3,409,911	$1,930,351	$2,523,513
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for
Interest ...................................................................................................................................................................	$752,213	$632,040	$176,981
Income taxes, net ..................................................................................................................................................	29,456	186,177	95,634

Parent Company’s cash, cash equivalents and restricted cash by category within the Condensed Statements of Financial Condition:

	November 30,
$ in thousands	2025	2024
Cash and cash equivalents ...............................................................................................................................................................	$3,398,835	$1,862,275
Cash and securities segregated and on deposit for regulatory purposes with clearing and depository organizations .....	11,076	68,076
Total cash, cash equivalents and restricted cash ........................................................................................................................	$3,409,911	$1,930,351

See accompanying notes to condensed financial statements.

S-5	Jefferies Financial Group Inc.

Parent Company Only

Notes to Condensed Financial Statements

Note 1. Introduction and Basis of Presentation

The accompanying condensed financial statements (the “Parent

Company Only Financial Statements”), including the notes

thereto, should be read in conjunction with the consolidated

financial statements of Jefferies Financial Group Inc. (the

“Company”) and the notes thereto found in the Company’s

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

2025. For purposes of these condensed financial statements, the

Company’s wholly-owned and majority owned subsidiaries are

accounted for using the equity method of accounting.

The Parent Company Only Financial Statements have been

prepared in accordance with U.S. generally accepted accounting

principles (“U.S. GAAP”) for financial information. The significant

accounting policies of the Parent Company Only Financial

Statements are those used by the Company on a consolidated

basis, to the extent applicable. For further information regarding

the significant accounting policies refer to Note 2, Summary of

Significant Accounting Policies in the Company’s consolidated

financial statements included in the Annual Report on Form 10-K

for the year ended November 30, 2025.

The Company has made a number of estimates and assumptions

relating to the reporting of assets and liabilities and the

disclosure of contingent assets and liabilities to prepare these

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, the ability to realize deferred tax assets and the

recognition and measurement of uncertain tax positions.

Although these and other estimates and assumptions are based

on the best available information, actual results could be

materially different from these estimates.

Note 2. Transactions with Subsidiaries

The Parent Company has transactions with its consolidated

subsidiaries and certain other affiliated entities determined on an

agreed upon basis and has guaranteed certain unsecured lines of

credit and contractual obligations of certain equity method

subsidiaries.

Note 3. Guarantees

In the normal course of its business, the Company issues

guarantees in respect of obligations of certain of its wholly-

owned subsidiaries under trading and other financial

arrangements, including guarantees to various trading

counterparties and banks. The Company records all derivative

contracts and Financial instruments owned and Financial

instruments sold, not yet purchased at fair value in its

Consolidated Statements of Financial Condition.

Certain of the Company’s subsidiaries are members of various

exchanges and clearing houses. In the normal course of

business, the Company provides guarantees to securities

clearinghouses 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 clearinghouse, other members would be

required to meet these shortfalls. To mitigate these performance

risks, the exchanges and clearinghouses often require members

to post collateral. The Company’s obligations under such

guarantees could exceed the collateral amounts posted. The

maximum potential liability under these arrangements cannot be

quantified; however, the potential for the Company to be required

to make payments under such guarantees is deemed remote.

Accordingly, no liability has been recognized for these

arrangements.

The Company guarantees certain financing arrangements of

subsidiaries. The maximum amount payable under these

guarantees is $2.65 billion at November 30, 2025. For further

information, refer to Note 17, Borrowings in the Company’s

consolidated financial statements included in the Annual Report

on Form 10-K for the year ended November 30, 2025.

Document

Exhibit 4.1

DESCRIPTION OF REGISTRANT’S SECURITIES

Jefferies Financial Group Inc. (“Jefferies,” the “Company,” “we,” “us,” “our” or “Issuer”) has six classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (1) Our common shares, par value $1.00 per share (“Common Shares”); (2) our 4.850% Senior Notes due 2027; (3) our 2.750% Senior Notes Due 2032; (4) our 5.875% Senior Notes due 2028; (5) our 6.200% Senior Notes Due 2034 and (6) our 5.500% Senior Notes due 2036.

Description of Common Shares

Authorized Capital

Pursuant to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Company is authorized to issue 606,000,000 shares, which consist of 565,000,000 shares of our Common Shares, 35,000,000 shares of our non-voting common shares, par value $1.00 per share (the “Non-Voting Common Shares”), and 6,000,000 preferred shares, par value $1.00 per share (the “Preferred Shares”).

Dividend Rights

Subject to the rights of the holders of our Preferred Shares that may be outstanding, holders of our Common Shares are entitled to receive dividends as may be declared by the Company’s board of directors out of funds legally available to pay dividends.

Voting Rights

Each holder of our Common Shares is entitled to one vote for each share held of record on the applicable record date for all matters submitted to a vote of the Company’s shareholders.

No Preemptive, Conversion or Redemption Rights; No Sinking Fund Provisions

Holders of our Common Shares have no preemptive rights to purchase or subscribe for any shares or other securities, and there are no conversion rights or redemption, purchase, retirement or sinking fund provisions with respect to our Common Shares.

Liquidation Rights

In the event of any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary, and after the holders of our Preferred Shares shall have been paid in full the amounts to which they respectively shall be entitled, or an amount sufficient to pay the aggregate amount to which such holders will be entitled have been deposited in trust with a bank or trustee having its principal office in the Borough of Manhattan, City, County and State of New York, having a capital, undivided profits and surplus aggregating at least $50,000,000, for the benefit of the holders of our Preferred Stock, the remaining net assets of the Company shall be distributed pro rata to the holders of our Common Shares and our Non-Voting Common Shares.

Certain Other Provisions of Our Certificate of Incorporation and By-Laws

The Certificate of Incorporation and/or the By-Laws, include the following provisions, not previously discussed above, that may have effect of delaying, deferring or preventing a change in control of the Company:

•Our board of directors may adopt, amend or repeal the By-Laws without shareholder approval;

•Vacancies on our board of directors (including any vacancy due to an increase in the size of our board of directors) may be filled by a majority of remaining directors, although less than a quorum;

•Our directors may only be removed with cause;

•Our By-Laws establish an advance notice procedure and proxy access procedures for shareholders to submit proposed nominations of persons for election to our board of directors at our annual meeting of shareholders;

•Our By-Laws otherwise limit the ability to call special meetings of shareholders to our board of directors; and

•Our board of directors is authorized to issue Preferred Shares without shareholder approval.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Incorporation and the By-Laws. For additional information we encourage you to read: the Certificate of Incorporation and By-Laws; and applicable provisions of the Business Corporation Law of the State of New York, including Section 717, Section 912 and Section 513.

Description of the Notes

The following description of our 4.850% Senior Notes due 2027 (the “2027 Notes”), our 2.750% Senior Notes Due 2032 (the “2032 Notes”), our 5.875% Senior Notes due 2028 (the “2028 Notes”), our 6.200% Senior Notes Due 2034 (the “2034 Notes”) and our 5.500% Senior Notes Due 2036 (the “2036 Notes”, and together with the 2027 Notes, the 2032 Notes, the 2028 Notes and the 2034 Notes, the “Notes”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to, in the case of each of the 2027 Notes and the 2032 Notes, the indenture, dated as of May 26, 2016 between Jefferies Group LLC, Jefferies Group Capital Finance Inc. and the Bank of New York Mellon (“BNYM”), as trustee, as supplemented by a first supplemental indenture, dated as of November 1, 2022 between us and BNYM (the “Senior Indenture”), in the case of the 2028 Notes, the indenture, dated as of October 18, 2013, between us and BNYM, as trustee, as supplemented by a third supplemental indenture, dated as of July 21, 2023, between us and BNYM (the “2028 Notes Indenture”), in the case of the 2034 Notes, the indenture, dated as of October 18, 2013, between us and BNYM, as trustee, as supplemented by a fourth supplemental indenture, dated as of April 16, 2024, between us and BNYM (the “2034 Notes Indenture”), and in the case of the 2036 Notes, the indenture, dated as of October 18, 2013, between us and BNYM, as trustee, as supplemented by a fifth supplemental indenture, dated as of January 16, 2026, between us and BNYM (the “2036 Notes Indenture”), which are incorporated by reference as exhibits to the Annual Report on Form 10-K.

General

The initial aggregate principal amount of the 2027 Notes is $750,000,000, the initial aggregate principal amount of the 2032 Notes is $500,000,000, the initial aggregate principal amount of the 2028 Notes is $1,000,000,000, the initial aggregate principal amount of the 2034 Notes is $1,500,000,000 and the initial aggregate principal amount of the 2036 Notes is $1,500,000,000.

Interest Payments and Maturity

The 2027 Notes will mature on January 15, 2027, the 2032 Notes will mature on October 15, 2032, the 2028 Notes will mature on July 21, 2028, the 2034 Notes will mature on April 14, 2034 and the 2036 Notes will mature on February 15, 2036. The 2027 Notes bear interest at a rate of 4.850%, the 2032 Notes bear interest at a rate of 2.750%, the 2028 Notes bear interest at a rate of 5.875%, the 2034 Notes bear interest at a rate of 6.200% and the 2036 Notes bear interest at a rate of 5.500%.

Interest on the 2027 Notes accrues from January 17, 2017, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2027 Notes on January 15 and July 15 of each year, commencing July 15, 2017 to holders of record at the close of business on the immediately preceding January 1 and July 1.

Interest on the 2032 Notes accrues from October 7, 2020, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2032 Notes on April 15 and October 15 of each year, commencing April 15, 2021 to holders of record at the close of business on the immediately preceding March 31 and September 30.

Interest on the 2028 Notes accrues from July 21, 2023, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2028 Notes on January 21 and July 21 of each year, commencing January 21, 2024 to holders of record at the close of business on the immediately preceding January 6 and July 6.

Interest on the 2034 Notes accrues from April 16, 2024, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2034 Notes on April 14 and October 14 of each year, commencing October 14, 2024 to holders of record at the close of business on the immediately preceding March 30 and September 29.

Interest on the 2036 Notes accrues from January 16, 2026, or from the most recent interest payment date to which interest has been paid or provided for. We pay interest on the 2036 Notes on February 15 and August 15 of each year, commencing August 15, 2026 to holders of record at the close of business on the immediately preceding January 31 and July 31.

Interest is to be calculated on the basis of a 360-day year comprising twelve 30-day months. Interest on the Notes will be paid by check mailed to the persons in whose names the Notes are registered at the close of business on the applicable record date or, at our option, by wire transfer to accounts maintained by such persons with a bank located in the United States. The principal of the Notes will be paid upon surrender of the Notes at the corporate trust office of the trustee. For

so long as the Notes are represented by global notes, we will make payments of interest by wire transfer to The Depository Trust Company (“DTC”) or its nominee, which will distribute payments to beneficial holders in accordance with its customary procedures.

The Notes are not entitled to any sinking fund.

Ranking

The Notes will be senior unsecured obligations, each ranking equally with all of our existing and future senior indebtedness and senior to any future subordinated indebtedness.

Optional Redemption

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

The Notes are redeemable, in whole at any time or in part from time to time, at our option at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; or

(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 40 basis points with respect to the 2027 Notes, and 35 basis points with respect to the 2032 Notes, plus accrued interest thereon to the date of redemption.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Senior Indenture.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (i) Jefferies LLC (or its affiliates that are Primary Treasury Dealers) and their respective successors, as applicable; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefore another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each registered holder of the Notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all the Notes are to be redeemed, the Notes shall be selected in accordance with the procedures of DTC.

The 2028 Notes and the 2034 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes.

Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)    (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus, in the case of the 2028 Notes, 30 basis points, and in the case of the 2034 Notes, 25 basis points, less (b) interest accrued to the date of redemption, and

(ii)    100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable.

“Par Call Date” means, with respect to the 2028 Notes, June 21, 2028 (the date that is one month prior to the scheduled maturity of the 2028 Notes) and, with respect to the 2034 Notes, January 14, 2034 (the date that is three months prior to the scheduled maturity of the 2034 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as

“Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury

securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that Notes represented by global notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any of the Notes are to be redeemed in part only, the notice of redemption that relates to the Notes will state the portion of the principal amount of the Notes to be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the applicable redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

The 2036 Notes

In this subsection only, references to “Notes” means the 2036 Notes.

Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(i)    (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus, 25 basis points, less (b) interest accrued to the date of redemption, and

(ii)    100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

The Company may redeem the Notes in whole, but not in part, on not more than 60 days’ and not less than 30 days’ notice, at a redemption price equal to 100% of their principal amount, plus all accrued but unpaid interest through the Redemption Date if the Company determines that as a result of a Change in Tax Law

(i)    the Company has or will become obligated to pay additional amounts as described in “Payment of Additional Amounts” below; or

(ii)    there is a substantial possibility that the Company will be required to pay such additional amounts as described in “Payment of Additional Amounts” below.

A “Change in Tax Law” shall mean any change in or amendment to the laws, treaties, regulations or rulings of the United States or any political subdivision or taxing authority thereof, or any proposed change in the laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of the laws, treaties, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) or any other action (other than an action predicated on law generally known on or before January 13, 2026 except for proposals before the Congress prior to that date) taken by any taxing authority or a court of competent jurisdiction in the United States, or the official proposal of the action, whether or not the action or proposal was taken or made with respect to the Company.

Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the 2036 Notes Indenture.

“Par Call Date” means, November 15, 2035 (the date that is three months prior to the scheduled maturity of the 2036 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days (or, in the case of a redemption as a result of a Change in Tax Law, at least 30 days) but not more than 60 days before the redemption date to each holder of the Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made by the Trustee by lot, provided, that Notes represented by global notes will be selected in accordance with the procedures of DTC or another depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any of the Notes are to be redeemed in part only, the notice of redemption that relates to the Notes will state the portion of the principal amount of the Notes to

be redeemed. For so long as the Notes are held by DTC, Euroclear, Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the applicable redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Payment of Additional Amounts

The 2027 Notes

We will not pay additional amounts for taxes on the 2027 Notes.

The 2032 Notes

We will pay to the holder of any 2032 Notes who is a United States alien holder such additional amounts as may be necessary so that every net payment of principal of and interest on the 2032 Note, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any taxing authority thereof or therein, will not be less than the amount provided in such 2032 Note to be then due and payable. We will not be required, however, to make any payment of additional amounts for or on account of:

•any tax, assessment or other governmental charge that would not have been imposed but for the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor), being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having or having had a permanent establishment in the United States;

•any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the 2032 Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

•any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;

•any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding company or foreign personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax;

•any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, or interest on, such 2032 Note;

•any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, or interest on, any 2032 Note if such payment can be made without withholding by any other paying agent;

•any tax, assessment or other governmental charge that is imposed by reason of a holder’s present or former status as (i) the actual or constructive owner of 10% or more of the total combined voting power of our stock, as determined for purposed of Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), (or any successor provision) or (ii) a controlled foreign corporation that is related to us, as determined for purposes of Section 881(c)(3)(C) of the Code (or any successor provision);

•any tax, assessment or other governmental charge (i) in the nature of a backup withholding tax, (ii) as a result of the failure to comply with information reporting requirements or (iii) imposed under the Hiring Incentives to Restore Employment Act of 2010 or any substantially similar successor legislation, any current or future regulations or official interpretations thereof, any agreement entered into pursuant thereto, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection therewith;

•any tax, assessment or other governmental charge imposed solely because the holder or the beneficial owner of such 2032 Note (i) is a bank purchasing such 2032 Note in the ordinary course of its lending business or (ii) is a bank that is neither (a) buying such 2032 Note for investment purposes nor (b) buying such 2032 Note for resale to a third party that either is not a bank or holding such 2032 Note for investment purposes only;

•any tax, assessment or other governmental charge imposed in whole or in part by reason of such holder’s or beneficial owner’s past or present status as a corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation, a foreign private foundation or other tax-exempt organization; or

•any combinations of items identified in the bullet points above.

The 2028 Notes. the 2034 Notes and the 2036 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes and the 2036 Notes.

We will pay to the holder of any Notes that is beneficially owned by a United States alien holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Notes, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States or any taxing authority thereof or therein, will not be less than the amount provided in such Notes to be then due and payable. We will not be required, however, to make any payment of additional amounts for or on account of:

•any tax, assessment or other governmental charge that would not have been imposed but for the existence of any present or former connection between such holder or beneficial owner of such Notes (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation) and the United States, including, without

limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor), being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having or having had a permanent establishment in the United States;

•any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of the Notes for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

•any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;

•any tax, assessment or other governmental charge imposed by reason of such holder’s or beneficial owner’s past or present status as a passive foreign investment company (including a qualified electing fund), a controlled foreign corporation, a personal holding company or a foreign personal holding company with respect to the United States;

••any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, or interest on, such Notes;

••any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, or interest on, any Notes if such payment can be made without withholding by any other paying agent;

••any tax, assessment or other governmental charge that is imposed by reason of a holder’s or beneficial owner’s present or former status as (i) the actual or constructive owner of 10% or more of the total combined voting power of Jefferies Financial Group Inc. stock, as determined for purposes of Section 871(h)(3)(B) of the Code, (or any successor provision) or (ii) a controlled foreign corporation that is related to us, as determined for purposes of Section 881(c)(3)(C) of the Code (or any successor provision);

•any tax, assessment or other governmental charge that would not have been imposed or withheld but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements under U.S. income tax laws, including any tax treaty, with respect to the payment, concerning the nationality, residence, identity or connection with the United States, of the holder or beneficial owner of such Notes, if such compliance is required by U.S. income tax laws, including any tax treaty, as a precondition to relief or exemption from such tax, assessment or governmental charge;

•any tax, assessment or other governmental charge imposed or required pursuant to Sections 1471 through 1474 of the Code and the U.S. Treasury Regulations promulgated thereunder (commonly referred to as “FATCA”), or imposed under any substantially similar successor legislation, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection therewith;

•any tax, assessment or other governmental charge imposed solely because the holder or the beneficial owner of such Notes (i) is a bank purchasing such Notes in the ordinary course of its lending business or (ii) is a bank that is neither (a) buying such Notes for investment

purposes nor (b) buying such Notes for resale to a third party that either is not a bank or holding such Notes for investment purposes only;

•any tax, assessment or other governmental charge imposed in whole or in part by reason of such holder’s or beneficial owner’s past or present status as a corporation that accumulates earnings to avoid U.S. federal income tax or as a private foundation, a foreign private foundation or other tax-exempt organization; or

•any combinations of items identified in the bullet points above.

Covenants with respect to the Notes

The 2027 Notes and the 2032 Notes

Limitations on Liens. The Senior Indenture provides that we will not, and will not permit any material subsidiary to, incur, issue, assume or guarantee any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien (other than permitted liens) on, or security interest in any voting stock of any material subsidiary, without effectively providing that each series of the debt securities and, at our option, any other indebtedness ranking equally and ratably with such indebtedness, is secured equally and ratably with (or prior to) such other secured indebtedness. The indenture defines material subsidiary to be any subsidiary that represents 5% or more of our consolidated net worth as of the date of determination.

Limitations on Mergers and Sales of Assets. The Senior Indenture provides that the Company will not merge into, consolidate with or convert into, or convey, transfer or lease its assets substantially as an entirety, and another person may not consolidate with, merge into or convert into the Issuer, unless:

•either (1) the Issuer is the continuing corporation, or (2) the successor corporation, if other than the Issuer, is a domestic corporation, partnership or trust and expressly assumes by supplemental indenture the obligations evidenced by the securities issued pursuant to the Senior Indenture;

•immediately after the transaction, there would not be any default in the performance of any covenant or condition of the Senior Indenture;

•if as a result of such consolidation or merger or conversion or such conveyance, the Issuer’s assets or properties would become subject to a pledge, lien or other similar encumbrance which would not be permitted under the indenture, the Issuer or its successor takes steps as necessary to effectively secure the securities equally and ratably with (or prior to) all indebtedness secured thereby; and

•we have delivered an officers’ certificate and an opinion of counsel to the trustee as required under the Senior Indenture.

For purposes of the Senior Indenture, “corporation” is defined to include a corporation, association, company (including a limited liability company), joint-stock company, business trust or other similar entity.

Other than the restrictions described above, the indenture does not contain any covenants or provisions that would protect holders of the 2027 Notes and/or the 2032 Notes in the event of a highly leveraged transaction. Specifically, the Senior Indenture does not limit the amount of indebtedness we may incur.

The 2028 Notes, the 2034 Notes and the 2036 Notes

Limitations on Liens. The 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture each provide that we will not, and will not permit any material subsidiary to, incur, issue, assume or guarantee any indebtedness for borrowed money if such indebtedness is secured by a pledge of, lien (other than permitted liens) on, or security interest in any voting stock of any material subsidiary, without effectively providing that each series of the debt securities and, at our option, any other indebtedness ranking equally and ratably with such indebtedness, is secured equally and ratably with (or prior to) such other secured indebtedness. The 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture each define material subsidiary to be any subsidiary that represents 5% or more of our consolidated net worth as of the date of determination.

Limitations on Mergers and Sales of Assets. The 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture each provide that we will not merge into, consolidate with or transfer our assets substantially as an entirety (i.e., 90% or more) to any Person, unless:

•either (1) we are the continuing corporation, or (2) the successor corporation, if other than us, (i) is an entity treated as a “corporation” for U.S. tax purposes or we obtain either (x) an opinion of tax counsel of recognized standing who is reasonably acceptable to the trustee, or (y) a ruling from the U.S. Internal Revenue Service, in either case to the effect that such merger or consolidation, or such transfer, will not result in an exchange of the 2028 Notes or the 2034 Notes, as applicable, for new debt instruments for U.S. federal income tax purposes, and (ii) expressly assumes by supplemental indenture, in form satisfactory to the trustee, the due and punctual payment of the obligations evidenced by the 2028 Notes or the 2034 Notes, as applicable, and the performance of all of our other obligations under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•immediately after the transaction, no Event of Default (as defined in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable), or event which, after notice or lapse of time, or both, would become an event of default, shall have happened and be continuing; and

•we have delivered an opinion of counsel to the trustee as required under the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable.

•The restrictions in the second bullet point above shall not be applicable:

•if our Board of Directors determines in good faith that the purpose of such transaction is principally to change our state of incorporation or convert our form of organization to another form; or

•if such transaction is with or into a single direct or indirect wholly owned subsidiary of ours pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware (or similar provision of our state of incorporation).

These provisions above shall not apply to any intracompany transfer of assets to or among any of our subsidiaries.

In the event of any transaction described in and complying with the conditions listed above in which we are not the continuing entity, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of ours under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, and we shall thereupon be discharged from all obligations and covenants under the 2028 Notes Indenture and the 2028 Notes, the 2034 Notes Indenture and the 2034 Notes and the 2036 Notes Indenture and the 2036 Notes, as applicable. The successor Person may, in its discretion, add a subsidiary of ours which is a business corporation as a co-obligor on the 2028 Notes, the 2034 Notes or the 2036 Notes if the successor Person is not a business corporation.

For purposes of the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture, “corporation” is defined to include a corporation, association, company, joint-stock company, limited liability company or business trust. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof.

Other than the restrictions described above, the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture does not contain any covenants or provisions that would protect holders of the 2028 Notes, the 2034 Notes or the 2036 Notes in the event of a highly leveraged transaction. Specifically, the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture do not limit the amount of indebtedness we may incur.

Book-Entry, Delivery and Form

We have obtained the information in this section concerning DTC, Clearstream, Euroclear and the book-entry system and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

The Notes were issued as fully-registered global notes which will be deposited with, or on behalf of, DTC, and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. Investors may elect to hold their interests in the global notes through either DTC (in the United States) or (in Europe) through Clearstream Banking S.A., or “Clearstream,” formerly Cedelbank, or through Euroclear Bank S.A./N.V., as operator of the Euroclear System, or “Euroclear.” Investors may hold their interests in the global notes directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold these interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank will act as depositary for Euroclear. We will refer to Citibank and JPMorgan

Chase Bank in these capacities as the “U.S. Depositaries.” Beneficial interests in the global notes will be held in denominations of $5,000 and integral multiples of $1,000 in excess thereof. Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Notes represented by a global note can be exchanged for definitive Notes, in registered form only if:

•DTC notifies us that it is unwilling or unable to continue as depositary for that global note and we do not appoint a successor depositary within 90 days after receiving that notice;

•at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency;

•we in our sole discretion determine that global note will be exchangeable for definitive Notes, in registered form and notify the trustee of our decision; or

•an event of default with respect to the Notes represented by that global note, has occurred and is continuing.

A global note that can be exchanged as described in the preceding sentence will be exchanged for definitive Notes, issued in denominations of $5,000 and integral multiples of $1,000 in excess thereof in registered form for the same aggregate amount. The definitive Notes will be registered in the names of the owners of the beneficial interests in the global note as directed by DTC.

We will make principal and interest payments on all Notes represented by a global note to the paying agent which in turn will make payment to DTC or its nominee, as the sole registered owner and the sole holder of the Notes represented by the global note, for all purposes under the indenture. Accordingly, we, the trustee and any paying agent will have no responsibility or liability for:

•any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a Note represented by a global note;

•any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global note held through those participants; or

•the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

DTC has advised us that its current practice is to credit participants’ accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriter will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global note will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in “street name,” and will be the sole responsibility of those participants. Book-entry Notes may be more difficult to pledge because of the lack of a physical note.

DTC

So long as DTC or its nominee is the registered owner of a global note, DTC or its nominee, will be considered the sole owner and holder of the Notes represented by that global note for all purposes of the indenture. Owners of beneficial interests in the Notes will not be entitled to have the Notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered owners or holders of Notes under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if that person is not a DTC participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder of Notes. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global note. Beneficial owners may experience delays in receiving distributions on their Notes since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s account.

We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global note desires to take any action which a holder is entitled to take under the indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

Beneficial interests in a global note will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global note. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the Notes will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect.

DTC has advised us that it is a limited-purpose trust company organized under the New York banking law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Securities Exchange Act of 1934.

DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include securities brokers and dealers, including the underwriter, banks, trust companies, clearing corporations and certain other organizations, some of which, and/or their representatives, own DTC. Banks, brokers, dealers, trust companies and others that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC’s book-entry system. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

DTC has advised us that the above information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Clearstream

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations, or “Clearstream Participants,” and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriter. Clearstream’s U.S. Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Distributions with respect to Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear

Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear, or “Euroclear Participants,” and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., or the “Euroclear Operator,” under contract with Euroclear plc, a U.K. corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriter. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is a Belgian bank. As such it is regulated by the Belgian Banking and Finance Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, which we will refer to as the “Terms and Conditions.” The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Euroclear has further advised us that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global notes.

Global Clearance and Settlement Procedures

Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving Notes through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.

Because of time-zone differences, credits of Notes received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities

settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such Notes settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of Notes by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.

Events of Default

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

Each of the following events will constitute an event of default under the Senior Indenture with respect to the Notes issued:

•default in the payment of any interest upon any debt security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or

•default in the payment of the principal of or any premium on any debt security of such series when due; or

•our failure to make any required scheduled installment payment, for 30 days on debt securities of such series; or

•failure to perform for 90 days after notice any other covenant in the Senior Indenture other than a covenant included in the indenture solely for the benefit of a series of debt securities other than such series; or

•our failure to pay beyond any applicable grace period, or the acceleration of, indebtedness in excess of $50,000,000; or

•certain bankruptcy, or insolvency events, whether voluntary or not.

If an event of default regarding debt securities of any series issued under the Senior Indenture should occur and be continuing, either the trustee or the holders of 51% in the principal amount of outstanding debt securities of such series may declare the debt security of that series due and payable. We are required to file annually with the trustee a statement of an officer as to the fulfillment by us of our obligations under the Senior Indenture during the preceding year.

No event of default regarding one series of debt securities issued under the Senior Indenture is necessarily an event of default regarding any other series of debt securities.

Holders of a majority in principal amount of the outstanding debt securities of any series will be entitled to control certain actions of the trustee under the Senior Indenture and to waive past defaults regarding such series. The trustee generally cannot be required by any of the holders of debt securities to take any action, unless one or more of such holders shall have provided to the trustee reasonable security or indemnity satisfactory to the trustee.

If an event of default occurs and is continuing regarding a series of debt securities, the trustee may use any sums that it holds under the Senior Indenture for its own reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series.

Before any holder of any series of debt securities may institute action for any remedy, except payment on such holder’s debt security when due, the holders of not less than 51% in principal amount of the debt securities of that series outstanding must request the trustee to take action. Holders must also offer and give reasonable indemnity satisfactory to the trustee against liabilities incurred by the trustee for taking such action.

The 2028 Notes, the 2034 Notes and the 2036 Notes

Each of the following events will constitute an event of default under the 2028 Notes Indenture with respect to the 2028 Notes issued, the 2034 Notes Indenture with respect to the 2034 Notes issued and the 2036 Notes Indenture with respect to the 2036 Notes issued:

•our failure to pay required interest on any debt security of such series for 30 days;

•our failure to pay principal or premium, if any, on any debt security of such series as and when the same shall become due, either at maturity, upon redemption, by declaration or otherwise;

•our failure to pay any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the debt securities of such series for 30 days;

•our failure to perform for 90 days after notice any other covenant or warranty in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable, other than a covenant or warranty a default in the performance of which or the breach of which is elsewhere specifically dealt with in Section 5.01 of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable;

•our failure to pay when due the principal of, or interest on, or other amounts payable in respect of, any instrument evidencing or securing indebtedness of ours or any Material Subsidiary (as defined in the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable) of ours, other than the debt securities, in the aggregate of $50,000,000 or more;

•the occurrence of any event of default (other than an event of default arising from a default referred to in the immediately preceding bullet) under an instrument evidencing or securing indebtedness of ours or any Material Subsidiary of ours, other than the debt securities, in the aggregate principal amount of $50,000,000 or more resulting in the acceleration of such

indebtedness, which acceleration is not rescinded or annulled pursuant to the terms of such instrument; and

•certain events of bankruptcy or insolvency, whether voluntary or not.

If any Event of Default (other than an Event of Default described in Section 5.01(g) or 5.01(h) of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable) regarding debt securities of any series issued under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, shall have occurred and be continuing, then and in each and every such case, unless the principal of all the debt securities of such series shall have already become due and payable, either the trustee or the holders of not less than 51% in aggregate principal amount of outstanding securities of such series, by notice in writing to the Company (and to the trustee if given by holders), may declare the principal amount (or, if the debt securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of each debt security of that series and any and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, or the debt securities of such series to the contrary notwithstanding. If an Event of Default specified in Section 5.01(g) or Section 5.01(h) of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, occurs, the principal amount of the debt securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on the party of the trustee or any holder. No declaration of acceleration by the trustee with respect to any series of debt securities shall constitute a declaration of acceleration by the trustee with respect to any other series of debt securities, and no declaration of acceleration by the holders of at least 51% in aggregate principal amount of the outstanding securities of any series shall constitute a declaration of acceleration or other action by any of the holders of any other series of debt securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of debt securities, and whether or not any holders of the debt securities of any such affected series shall also be holders of debt securities of any other such affected series. We are required to file annually with the trustee a statement of an officer as to the fulfillment by us of our obligations under the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture during the preceding year.

No Event of Default regarding one series of debt securities issued under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, is necessarily an event of default regarding any other series of debt securities.

Holders of a majority in principal amount of the outstanding securities of any series will be entitled to control certain actions of the trustee under the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture, as applicable, and to waive past defaults regarding such series. The trustee generally cannot be required by any of the holders of debt securities to take any action, unless one or more of such holders shall have provided to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

If an Event of Default occurs and is continuing regarding a series of debt securities, the trustee may use any sums that it holds under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, for its own reasonable compensation and expenses incurred prior to paying the holders of debt securities of such series.

Before any holder of any series of debt securities may institute action for any remedy, except payment on such holder's debt security when due, the holders of not less than 51% in principal amount of the outstanding securities of that series must request the trustee to take action. Holders must also offer and give reasonable indemnity satisfactory to the trustee against liabilities incurred by the trustee for taking such action.

Discharge, Defeasance and Covenant Defeasance

The 2027 Notes and the 2032 Notes

In this subsection only, references to “Notes” means the 2027 Notes together with the 2032 Notes.

The provisions for full defeasance and covenant defeasance described below apply to the Notes. When there is a defeasance and discharge, the Senior Indenture will no longer govern the Notes; we will no longer be liable for payments required by the terms of the Notes and the holders of the Notes will be entitled only to the deposited funds. When there is a covenant defeasance, however, we will continue to be obligated to make payments when due if the deposited funds are not sufficient.

Defeasance and Discharge. If there is a change in United States federal tax law, we can legally release ourselves from all payment and other obligations on the Notes. This is called full defeasance and is further described in Section 13.02 of the Senior Indenture. For us to do so, each of the following must occur:

•We must deposit in trust for the benefit of all holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates;

•There must be a change in current United States federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves. Under current federal tax law, the deposit and our legal release from a Note would be treated as though we took back the Note and returned an appropriate share of the cash and notes or bonds deposited in trust. In that event, there may be a recognized gain or loss on the Note;

•We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above; and

If we ever fully defeased a Note, the trust deposit would make any and all payments on the applicable Note. We would not be responsible for any payment in the event of any shortfall, and we will be deemed to have paid and satisfied our obligations on all outstanding Notes.

Covenant Defeasance. Under current United States law, we can make the same type of deposit described above and be released from the restriction on liens described and any other restrictive covenants relating to a Note. This is called covenant defeasance and is further described in Section 13.03 of the Senior Indenture. In that event, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance for any Notes, we must:

•deposit in trust for the benefit of the holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates; and

•deliver to the trustee a legal opinion of our counsel confirming that under current United States federal income tax law we may make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves.

We will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on such Notes, relating to the Notes (Section 13.04 of the Senior Indenture).

The 2028 Notes, the 2034 Notes and the 2036 Notes

In this subsection only, references to “Notes” means the 2028 Notes together with the 2034 Notes and the 2036 Notes.

The provisions for full defeasance and covenant defeasance described below apply to the Notes. When there is a defeasance and discharge, the 2028 Notes Indenture will no longer govern the 2028 Notes, the 2034 Notes Indenture will no longer govern the 2034 Notes and the 2036 Notes Indenture will no longer govern the 2036 Notes; we will no longer be liable for payments required by the terms of the Notes and the holders of the Notes will be entitled only to the deposited funds. When there is a covenant defeasance, however, we will continue to be obligated to make payments when due if the deposited funds are not sufficient.

Defeasance and Discharge. If there is a change in applicable United States federal tax law, we can legally release ourselves from all payment and other obligations on any Notes. This is called defeasance and is further described in Section 4.02 of the 2028 Notes Indenture, Section 4.02 of the 2034 Notes Indenture and Section 4.02 of the 2036 Notes Indenture. For us to do so, each of the following must occur:

•We must irrevocably deposit in trust for the benefit of all holders of those Notes money or a combination of money and United States government or United States government agency debt securities or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates;

•There must be a change in current United States federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves. Under current federal tax law, the deposit and our legal release from Notes would be treated as though we took back the Notes and returned an appropriate share of the cash and debt securities or bonds deposited in trust. In that event, there may be a recognized gain or loss on the Notes; and

•We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above.

Among other customary conditions, no Event of Default shall have occurred at any time during the period ending on the 91st day after the date of the above deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to us in respect of such deposit.

If we ever defeased the Notes, the trust deposit would make any and all payments on the applicable Notes. We would not be responsible for any payment in the event of any shortfall, and we will be deemed to have paid and satisfied our obligations on all outstanding Notes.

Covenant Defeasance. Under current United States law, we can make the same type of deposit described above and be released from the restrictive covenants relating to the Notes that may be described in the applicable prospectus supplement. This is called covenant defeasance and is further described in Section 4.03 of the 2028 Notes Indenture, Section 4.03 of the 2034 Notes Indenture and Section 4.03 of the 2036 Notes Indenture. In that event, you would lose the protection of those restrictive covenants. In order to achieve covenant defeasance for any Notes, we must:

•deposit in trust for the benefit of the holders of those Notes money or a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on those Notes on their various due dates; and

•deliver to the trustee a legal opinion of our counsel confirming that under current United States federal income tax law we may make the above deposit without causing the holders to be taxed on those Notes any differently than if we did not make the deposit and just repaid those Notes ourselves.

Modification of the Indentures

The 2027 Notes and the 2032 Notes

Under the Senior Indenture, except as may otherwise be provided pursuant to Section 3.01 for all or any specific securities of any series, without the consent of any holders, when authorized by a board resolution at any time, we and the trustee may enter into one or more supplemental indentures, in form satisfactory to the trustee, for any of the following purposes:

•to evidence the succession of another person to us and the assumption by any such successor of the covenants of us herein and in the securities or to add a Co-Issuer of any series of securities;

•to add to our covenants for the benefit of the holders of all or any securities of any series (and if such covenants are to be for the benefit of less than all securities of any series, stating that such covenants are expressly being included solely for the benefit of such securities within such series) or to surrender any right or power herein conferred upon us with regard to all or any securities of any series (and if any such surrender is to be made with regard to less than all securities of any series, stating that such surrender is expressly being made solely with regard to such securities within such series);

•to add any additional events of default for the benefit of the holders of all or any securities of any series (and if such additional events of default are to be for the benefit of less than all securities of any series, stating that such additional events of default are expressly being included solely for the benefit of such securities within such series);

•to add to or change any of the provisions of the Senior Indenture to such extent as shall be necessary to permit or facilitate the issuance of securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of securities in uncertificated form;

•to add to, change or eliminate any of the provisions of the Senior Indenture in respect of all or any securities of any series (and if such addition, change or elimination is to apply with respect to less than all securities of any series, stating that it is expressly being made to apply solely with respect to such securities within such series), provided that any such addition, change or elimination (A) shall neither (i) apply to any security issued prior to the execution of such indentures and entitled to the benefit of such provision nor (ii) modify the rights of the holder of any such security with respect to such provision or (B) shall become effective only when there is no such security outstanding;

•to secure the securities pursuant to the requirements of Section 8.01(3), Section 10.05 or otherwise;

•to establish the form or terms of all or any securities of any series as permitted by Sections 2.01 and 3.01;

•to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the securities of one or more series and to add to or change any of the provisions of the Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;

•to add to or change any of the provisions of the Senior Indenture with respect to any securities that by their terms may be converted into securities or other property other than securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such securities;

•to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Senior Indenture, provided that such action shall not adversely affect the interests of the holders of any securities in any material respect;

•to comply with any requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) or the requirements of the Commission in connection with maintaining the qualification of the Indentures under the Trust Indenture Act; or

•to make any change that does not adversely affect the rights of the holders of securities of each series affected by such change in any material respect.

We and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the debt securities of a series, modify the Senior Indenture or the rights of the holders of the securities of such series.

No such modification may, without the consent of each holder of an affected security:

•extend the fixed maturity of any such securities;

•reduce the rate or change the time of payment of interest on such securities;

•reduce the principal amount of such securities or the premium, if any, on such securities;

•change any obligation of ours to pay additional amounts;

•reduce the amount of the principal payable on acceleration of any securities issued originally at a discount;

•adversely affect the right of repayment or repurchase at the option of the holder;

•reduce or postpone any sinking fund or similar provision;

•change the currency or currency unit in which any such securities are payable or the right of selection thereof;

•impair the right to sue for the enforcement of any such payment on or after the maturity of such securities;

•reduce the percentage of securities referred to above whose holders need to consent to the modification or a waiver without the consent of such holders; or

•change any obligation of ours to maintain an office or agency.

The 2028 Notes, the 2034 Notes and the 2036 Notes

Under the 2028 Notes Indenture, the 2034 Notes Indenture and the 2036 Notes Indenture, except as may otherwise be provided pursuant to Section 3.01 for all or any specific debt securities of any series, without the consent of any holders, when authorized by a board resolution at any time, we and the trustee may enter into one or more supplemental indentures (which shall conform to the provisions of the Trust Indenture Act of 1939, as amended (the “TIA”) as in force at the date of their execution), in form satisfactory to the trustee, for any of the following purposes:

•to evidence the succession of another corporation to us, or successive successions, and the assumption by any such successor of our covenants, agreements and obligations pursuant to Article 8 of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable;

•to add to our covenants such further covenants, restrictions or conditions for the protection of the holders of the debt securities of any or all series as we and the trustee shall consider to be for the protection of the holders of the debt securities of any or all series or to surrender any right or power conferred upon us in the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable (and if such covenants or the surrender of such right

or power are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series);

•to cure any ambiguity, to correct or supplement any provision of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture which may be inconsistent with any other provision of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture that do not adversely affect the interests of the holders of debt securities of any series in any material respect;

•to add to the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, was executed or any corresponding provision in any similar federal statute hereafter enacted;

•to add guarantors or co-obligors with respect to any series of debt securities;

•to secure any series of debt securities;

•to establish any form of debt security, as provided in Article 2 of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, and to provide for the issuance of any series of debt securities, as provided in Article 3 of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, and to set forth the terms thereof, and/or to add to the rights of the holders of the debt securities of any series;

•to evidence and provide for the acceptance of appointment by another corporation as a successor trustee under the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture with respect to the debt securities of one or more series and to add to or change any of the provisions of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11 of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable;

•to add any additional Events of Default in respect of the debt securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of debt securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series);

•to comply with the requirements of the Commission in connection with the qualification of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture under the TIA; or

•to make any change in any series of debt securities that does not adversely affect in any material respect the interests of the holders of such debt securities.

We and the trustee may, with the consent of the holders of at least a majority in aggregate principal amount of the outstanding securities of a series, modify the 2028 Notes Indenture, the

2034 Notes Indenture or the 2036 Notes Indenture or the rights of the holders of the debt securities of such series.

No such modification may, without the consent of each holder of an affected debt security:

•change the scheduled maturity date or the stated payment date of any payment of premium or interest payable on any debt security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon;

•change the method of computing the amount of principal of any debt security or any interest payable thereon on any date, or change any place of payment where, or the coin or currency in which, any debt security or any payment of premium or interest thereon is payable;

•impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be;

•change or waive the redemption or repayment provisions of any series;

•reduce the percentage in principal amount of the outstanding securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences, provided for in the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable;

•modify any of the provisions of Section 9.02 or Section 5.13 of the 2028 Notes Indenture, Section 9.02 or Section 5.13 of the 2034 Notes Indenture or Section 9.02 or Section 5.13 of the 2036 Notes Indenture, as applicable, except to increase any such percentage or to provide that certain other provisions of the 2028 Notes Indenture, the 2034 Notes Indenture or the 2036 Notes Indenture, as applicable, cannot be modified or waived without the consent of the holder of each outstanding security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 9.02 of the 2028 Notes Indenture, Section 9.02 of the 2034 Notes Indenture or Section 9.02 of the 2036 Notes Indenture, as applicable, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h) of the 2028 Notes Indenture, Sections 6.11 and 9.01(h) of the 2034 Notes Indenture or Sections 6.11 and 9.01(h) of the 2036 Notes Indenture, as applicable;

•adversely affect the ranking or priority of any series;

•release any guarantor or co-obligor from any of its obligations under its guarantee of the debt securities or the 2028 Notes Indenture or the 2034 Notes Indenture, except in compliance with the terms of the 2028 Notes Indenture or the 2034 Notes Indenture, as applicable; or

•waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) of the 2028 Notes Indenture, pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) of the 2034 Notes Indenture or pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c) of the 2036 Notes Indenture, as applicable, with respect to such debt security.

Concerning the Trustee under the Indenture

We have and may continue to have banking and other business relationships with The Bank of New York Mellon, or any subsequent trustee, in the ordinary course of business.

Document

Exhibit 10.11

JEFFERIES FINANCIAL GROUP INC.

Equity Compensation Plan Restricted Stock Units Agreement

AGREEMENT dated as of ______________ (the "Grant Date"), between JEFFERIES FINANCIAL GROUP INC., a New York corporation (the “Company”), and ______________ (“Employee”).

WHEREAS, Employee is employed by a subsidiary of the Company (“Employer,” which term includes any successor entity affiliated with the Company); and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the Company shall make a grant of Restricted Stock Units (“RSUs”) to Employee under the Company’s Equity Compensation Plan, as amended and restated on March 28, 2024) (the “Plan”), in furtherance of the purposes of the Plan and in recognition of Employee’s service as an employee of the Company and/or its subsidiaries.

NOW, THEREFORE, the Company hereby confirms the following grant to Employee of RSUs, on the terms and conditions set forth in this Restricted Stock Units Agreement (the "Agreement"), and Employee accepts such grant and agrees to the terms and conditions herein:

Grant Date:    ______________

Grant Type:    Restricted Stock Units (RSUs) Notional Grant Amount:    $______________

Grant-Date Fair Market

Value per Share:    $______________

RSUs Granted:    ______________

Vesting Date(s):    ______________

How RSUs Vest: The terms “vest” and “vesting” mean that the RSUs have become non-forfeitable, except for forfeitures specified under Section 7.4 of the Plan and Section 3 below. The RSUs, if not previously forfeited, will vest at the Vesting Date. Section 3 of this Agreement contains additional provisions relating to vesting and forfeiture.

Settlement:    Settlement of vested RSUs will occur on the Vesting Date set forth above or as promptly as possible upon the death of Employee or Employee's Termination of Employment (as defined below) due to Disability (the “Settlement Date”). RSUs granted hereunder will be settled by delivery of one Company voting Common Share of for each RSU being settled.

1.Incorporation of the Plan by Reference. The RSUs have been granted to Employee under the Plan. The Plan and information regarding the Plan, including documents that constitute the “Prospectus” for the Plan under the (United States) Securities Act of 1933, can be viewed and printed out from the Company’s secure Intranet website (click here) and are also available upon request to the Company's General Counsel. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms

used in this Agreement but not defined herein shall have the same meanings as in the Plan. Employee hereby acknowledges that the Plan and information regarding the Plan have been made readily available and agrees to be bound by all the terms and provisions of the Plan (as presently in effect or hereafter amended), this Agreement, rules and regulations adopted from time to time under the Plan and by all decisions and determinations of the Board, the Company and Employer.

2.Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of RSUs then credited to Employee hereunder as a result of such grant of RSUs and any amounts credited under Section 4.

3.Restrictions on RSUs and Related Terms

(a)Restrictions Generally. Until they expire in accordance with this Agreement and the Plan, the following restrictions (the “Restrictions”) shall apply to the RSUs: (1) The RSUs shall be subject to a risk of forfeiture as set forth in Section 3(b) (the "Risk of Forfeiture"), and (2) Employee shall not sell, transfer, assign, pledge, margin or otherwise encumber or dispose of RSUs or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 9.2 of the Plan.

(b)Risk Of Forfeiture. Except as otherwise specifically set forth herein or in the Plan, the Restrictions shall lapse and expire on all of the RSUs on the Vesting Date as set forth on the cover page above, provided that Employee has remained continuously employed by the Company or Employer or other subsidiary of the Company and is in Good Standing (as defined below) at the applicable Vesting Date. In addition, the following provisions shall govern the earlier lapsing of the Restrictions on unvested RSUs or forfeiture of unvested RSUs, unless otherwise determined by the Board (subject to Section 8 hereof):

(i)Death or Disability. In the event of Employee’s death or Termination of Employment due to Disability, all RSUs then outstanding, if not previously vested, will immediately vest, and all RSUs (if not previously settled) will be settled in accordance with the settlement terms set out on the cover page.

(ii)Termination by the Company or Employer not for Cause. In the event of Employee’s Termination of Employment by the Company or Employer not for Cause (as defined below), RSUs not previously vested will vest in full, provided that Employee executes a separation agreement and release in such form as may be requested by the Company (to be provided no later than the date of Termination), with delivery by Employee

to the Company within 21 days after Termination of Employment (or such longer period as may be required by law) and provided further that any period permitting revocation required by law has expired without Employee exercising their right to revoke the agreement to the separation agreement and release. Upon such a Termination of Employment, the then-outstanding RSUs that become vested will be settled within ten business days after the date on which such separation agreement and release have become legally binding and non-revocable. If Employee does not sign a separation agreement and release within the applicable time period or signs and then timely revokes their agreement to the separation agreement and release, all RSUs that are not vested at the date of Termination will be forfeited.

(iii)Termination by Employee for any Reason or by the Company or Employer for Cause. In the event of a Termination of Employment by the Employee for any reason (other than due to death or Disability) or by the Company or Employer for Cause, then- outstanding RSUs not vested at the date of Termination will be forfeited.

(c)Certain Definitions. The following definitions apply for purposes of this Agreement, whether or not Employee has an employment agreement or other agreement with the Company or any of its subsidiaries or affiliates (the Company and any subsidiary or affiliate each being a “Group Entity”) containing the same or similar defined terms:

(i)"Cause" shall have the definition set forth in Employee’s employment agreement with Employer or, if Employee has no employment agreement that is effective at the time of Termination containing an applicable definition, "Cause" shall have the meaning under the Employee Handbook as in effect at the date of Employee's Termination of Employment and applicable to Employee (the “Employee Handbook”).

(ii)"Disability" means that Employee has commenced receipt of long-term disability benefits under Employer's long-term disability policy as in effect at the date of Employee's Termination of Employment.

(iii)“Good Standing” shall have the definition set forth in Employee’s employment agreement with Employer or, if Employee has no employment agreement that is effective at the time of Termination containing an applicable definition, "Good Standing" shall have the meaning under the Employee Handbook.

(iv)"Termination" or "Termination of Employment" means the earlier of (A) the date Employee gives notice of resignation from the Company or Employer (regardless of the effective or actual date of such resignation) or (B) an event by which Employee ceases to be employed by, and is not employed by any of, Employer, the Company or other Group Entity.

4.Dividend Equivalents and Adjustments.

(a)Dividend Equivalents. Subject to Section 4(d), Dividend Equivalents will be credited on RSUs (other than RSUs that, at the relevant record date, previously have been settled or forfeited) and deemed reinvested in additional RSUs, to the extent and in the manner as follows:

(i)Cash Dividends. If the Company declares and pays a dividend or distribution on Common Shares in the form of cash, then a number of additional RSUs (i.e. Dividend Equivalents) shall be credited to Employee's Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to Employee's Account as of the record date for such dividend or distribution multiplied by the cash amount of the dividend or distribution paid on each outstanding Common Share at such payment date, divided by the Fair Market Value of a Common Share at the date of such crediting.

(ii)Non-Common Stock Dividends. If the Company declares and pays a dividend or distribution on Common Shares in the form of property other than Common

Shares, then a number of additional RSUs shall be credited to Employee's Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Common Share at such payment date, divided by the Fair Market Value of a Common Share at such payment date.

(iii)Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Shares in the form of additional Common Shares, or there occurs a forward split of Common Shares, then a number of additional RSUs shall be credited to Employee's Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Common Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Common Share.

(b)Adjustments. The number of RSUs credited to Employee's Account and related terms of RSUs shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee's rights with respect to RSUs resulting from any event referred to in Section 5.3 of the Plan. In the event of a dividend or distribution otherwise within the scope of Section 5(a), the Board may determine to adjust RSUs under this Section 5(b) in lieu of the crediting of RSUs, cash or property under Section 5(a).

(c)Risk of Forfeiture and Settlement of RSUs Resulting from Adjustments. RSUs, cash or property that directly or indirectly result from crediting events under Section 5(a) or from adjustments under Section 5(b) shall be subject to the same risk of forfeiture (including Section 7.4 of the Plan) as applies to the granted RSU and, if not forfeited, will be settled at the same time as the granted RSU.

5.Additional Forfeiture Provisions and Restrictions. Employee agrees that, by signing this Agreement and accepting the grant of the RSUs, the forfeiture conditions set forth in Sections 7.4 and 7.7 of the Plan and otherwise set forth in any recoupment or clawback policy of the Company or Employer as then in effect shall apply to all RSUs hereunder and to gains realized upon the settlement of the RSUs. In addition, anything to the contrary in this Agreement notwithstanding, Common Shares issued in settlement of the RSUs shall be subject to the applicable holding period specified in Section 7.8 of the Plan.

6.Employee Representations and Warranties and Release. As a condition to any non-forfeiture of the RSUs upon Termination of Employment and to any settlement of the RSUs, the Company or Employer may require Employee (i) to make any representation or warranty to the Company or Employer as may be required under any applicable law or regulation, to make a representation and warranty that the requirements of Section 7.4(d) of the Plan have been met, and

(ii) to execute a release of claims against the Company, Employer and other Group Entities (and affiliated persons) arising before the date of such release, in such form as may be specified by the Company or Employer.

7.Other Terms Relating to RSUs.

(a)Fractional RSUs and Shares. The number of RSUs credited to Employee's Account shall include fractional RSUs calculated to at least three decimal places, unless otherwise determined by the Board. Upon settlement of the RSUs, Employee shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such RSUs.

(b)Tax Withholding. Employee understands and acknowledges that certain amounts must be withheld to satisfy applicable tax obligations associated with the lapse of the risk of forfeiture and/or settlement of the RSUs ("Withholdings"). Employee shall make arrangements satisfactory to the Company, in advance of any event triggering a Withholding obligation on the part of the Company or a Group Entity that employs Employee, to provide for payment of all applicable Withholdings. If Employee has failed to make such arrangements or for any reason full payment of Withholdings is not made by Employee under such arrangements, Employee expressly authorizes the Company and any such Group Entity to (1) withhold the applicable amount of Withholdings from any payment to Employee, including any payment relating to an Award or any payroll or other payment, and/or (2) withhold shares deliverable in settlement of the RSUs having a fair market value (as determined by the Board) equal to the amount of such tax liability required to be withheld as Withholdings in connection with the event triggering Withholding. This provision does not obligate the Company or any Group Entity to withhold shares to satisfy Withholding obligations. The Company may specify a reasonable deadline (for example, 90 days before lapse of Restrictions) by which Employee must make separate arrangements for the payment of Withholdings.

(c)Statements. An individual statement of Employee's Account will be issued or made available to Employee at such times and in such manner as may be determined by the Company. Such a statement shall reflect the number of RSUs credited to Employee's Account, transactions

therein during the period covered by the statement, and other information deemed relevant by the Company. Such a statement may be combined with or include information regarding other plans and compensatory arrangements for employees. Employee's statements shall be deemed a part of this Agreement, and shall evidence the Company's obligations in respect of RSUs. Any statement containing an error shall not, however, represent a binding obligation to the extent of such error, notwithstanding the inclusion of such statement as part of this Agreement.

(d)Compliance with Code Section 409A. It is intended that the RSUs will constitute a “short-term deferral” under Code Section 409A, and conversely will not constitute a deferral of compensation for purposes of Code Section 409A. If and to the extent that any portion of the RSUs constitutes a deferral of compensation under Code Section 409A, such RSUs and the provisions of this Agreement are subject to the Company's “Compliance Rules Under Code Section 409A.”

8.Miscellaneous.

(a)Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Plan constitute the entire agreement between the parties with respect to the RSUs, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation

upon the Company, Employer or other Group Entity or materially impair the rights of Employee with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company, Employer or other Group Entity and, if Employee’s rights are being materially impaired, by Employee. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

(b)No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

(c)Unfunded Plan. Any provision for distribution in settlement of Employee's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to any entitlement of Employee or any Beneficiary to any distribution hereunder, Employee or such Beneficiary shall be a general creditor of the Company.

(d)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

(e)Legal Compliance. Employee agrees to take any action the Company reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the New York Stock Exchange, the Financial Industry Regulatory Authority, or any other stock exchange or self-regulatory organization, or any other obligation of the Company, Employer or Employee relating to the RSUs or this Agreement.

(f)Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at 520 Madison Avenue, New York, NY 10022, attention: Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at Employee’s address as then appearing in the records of the Company or Employer. Employee hereby accepts the RSUs described in this Agreement, and agrees to be bound by the terms and administrative provisions set forth in the Plan and this Agreement. Employee hereby further agrees that all the decisions and determinations of the Board shall be final and binding.

Accepted and agreed.

Employee    JEFFERIES FINANCIAL GROUP INC.

By:

For questions and information, please contact Stock Administration at stock_administration@jefferies.com.

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Jefferies Financial Group Inc.	Exhibit 21
Subsidiaries as of November 30, 2025
	State/Country
Name	of Incorporation
Aircadia Leasing II LLC	Delaware
Baldwin Enterprise, LLC	Colorado
BEI Italia Wireless LLC	Delaware
HomeFed LLC	Delaware
Jefferies (Australia) Pty Ltd	Australia
Jefferies (Japan) Limited Tokyo	Japan
Jefferies Asia Holding Pte. Ltd.	Singapore
Jefferies Capital Services, LLC	Delaware
Jefferies Financial Services, Inc	Delaware
Jefferies Funding LLC	Delaware
Jefferies GmbH	Germany
Jefferies Hong Kong Holdings Limited	Hong Kong
Jefferies Hong Kong Limited	Hong Kong
Jefferies India Private Limited	India
Jefferies International Finance Corporation	Delaware
Jefferies International Limited	England and Wales
Jefferies Investment Advisers LLC	Delaware
Jefferies Leveraged Credit Products, LLC	Delaware
Jefferies LLC	Delaware
Jefferies Research Services LLC	Delaware
Jefferies Singapore Limited	Singapore
Jefferies Strategic Investments, LLC	Delaware
Jefferies Structured Credit LLC	Delaware
Jefferies US Holdings LLC	Delaware
JTOP Investments LLC	Delaware
Leucadia Asset Management Holdings LLC	Delaware
Leucadia Asset Management LLC	Delaware
Leucadia LLC	Delaware
LUK-FX Holdings, LLC	Delaware
LUK Servicing, LLC	Delaware
LVC AM, LLC	Delaware
M Science Holdings LLC	Delaware
M Science LLC	Delaware
Shellnet S.P.A	Italy
SR Warehouse LLC	Delaware
Stratos Global LLC	Saint Vincent and the Grenadines
Stratos Global Services, LLC	Delaware
Stratos Group International LLC	Delaware
Stratos Support EAD	Bulgaria
TESSELIS S.p.A.	Italy
Phlcorp Holding LLC	Pennsylvania
HomeFed Village 8, LLC	Delaware
Jefferies Japan Company Limited	Japan
JILC Limited	United Kingdom
JUPG	Delaware
Jefferies AM Inc.	Delaware
Aviation Leasing Company, LLC	Utah
Baxter Investment Company, LLC	Utah
Leucadia Aviation, Inc.	Delaware
Station Place Securitization Trust, Series 2024-CL1	Delaware
Station Place Securitization Trust, Series 2024-13	Delaware
Versitio International S.A. 2025-01	Luxembourg
HomeFed Village 8E, LLC	Delaware

Subsidiaries not included on this list, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of November 30, 2025.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-185318, 333-232532 and 333-268095 on Form S-8, and No. 333-271881 on Form S-3ASR of our reports dated January 28, 2026, relating to the financial statements of Jefferies Financial Group Inc. and subsidiaries (the “Company”) and the effectiveness of Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended November 30, 2025.

/s/ Deloitte & Touche LLP

New York, New York

January 28, 2026

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Exhibit 31.1

CERTIFICATION

I, Richard B. Handler, certify that:

1.I have reviewed this annual report on Form 10-K 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:	January 28, 2026	By:	/s/ Richard B. Handler
			Name:<br>Title:	Richard B. Handler<br>Chief Executive Officer

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Exhibit 31.2

CERTIFICATION

I, Matt Larson, certify that:

1.I have reviewed this annual report on Form 10-K 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:	January 28, 2026	By:	/s/ Matt Larson
			Name:<br>Title:	Matt Larson<br>Chief Financial Officer

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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 Annual Report on Form 10-K for the period ending November 30, 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	January 28, 2026	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 Annual Report on Form 10-K for the period ending November 30, 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	January 28, 2026	By:	/s/ Matt Larson
			Name:<br>Title:	Matt Larson<br>Chief Financial Officer