JEF · Jefferies Financial Group Inc.

The price paid by an affiliate of the Reporting Person for the reported securities is subject to adjustment following an approximately two-month reference period pursuant to an agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party.

The reported securities are held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non-voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non-voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Reflects shares of Series B Non-Voting Convertible Preferred Shares that would have automatically converted into non-voting common stock of the Issuer on the third anniversary of the date of issuance (and may have converted into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and the Reporting Person). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares would convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer (the "Charter"). The Series B Non-Voting Convertible Preferred Shares had no expiration date. Pursuant to the express terms of Article Seventh, Section 3(a)(i) of the Charter, each issued and outstanding share of Series B Non-Voting Convertible Preferred Shares was converted into 500 shares of Non-Voting Common Stock on June 30, 2026 for no consideration.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Reflects shares of Series B Non-Voting Convertible Preferred Shares that would have automatically converted into non-voting common stock of the Issuer on the third anniversary of the date of issuance (and may have converted into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and the Reporting Person). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares would convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer (the "Charter"). The Series B Non-Voting Convertible Preferred Shares had no expiration date. Pursuant to the express terms of Article Seventh, Section 3(a)(i) of the Charter, each issued and outstanding share of Series B Non-Voting Convertible Preferred Shares was converted into 500 shares of Non-Voting Common Stock on June 30, 2026 for no consideration.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Shares withheld to pay tax liability resulting from distribution of deferred shares related to long-term equity grants.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Forfeiture of PSUs relating to prior equity grants due to recalculation of performance metrics. These transactions are exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934.

Forfeiture of PSUs relating to prior equity grants due to recalculation of performance metrics. These transactions are exempt under Rule 16b-3(e) under the Securities Exchange Act of 1934.

Shares withheld to pay tax liability resulting from distribution of long-term equity grants.

Sale of fractional shares to facilitate brokerage account closings.

Sale of fractional shares to facilitate brokerage account closings.

This Form 4/A amends the Form 4 originally filed on May 4, 2026 to report the final adjusted purchase price for the reported securities following completion of the reference period under the agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party. The final adjusted purchase price is $54.83 per share.

The reported securities are held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.

The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of securities under Jefferies Financial Group Inc.'s Equity Compensation Plan in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Shares gifted from a LLC, of which Reporting Person is the manager and Reporting Person's trusts are its members, to Reporting Person's direct ownership account. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted from a LLC, of which Reporting Person is the manager and Reporting Person's trusts are its members, to Reporting Person's direct ownership account. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Gift of shares to family trust, of which the reporting person is neither a trustee nor a beneficiary.

Shares gifted from a LLC, of which Reporting Person is the manager and Reporting Person's trusts are its members, to one of its trust members and Reporting Person's direct ownership account. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted from a LLC, of which Reporting Person is the manager and Reporting Person's trusts are its members, to one of its trust members and Reporting Person's direct ownership account. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted from a LLC, of which Reporting Person is the manager and Reporting Person's trusts are its members, to one of its trust members and Reporting Person's direct ownership account. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.

Gift of shares to family trusts, of which the reporting person is a trustee. These transactions may be exempt under Rule 16a-13.