Jefferies Financial Group Inc. (JEF)

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

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-04-07 (period ending 2026-02-28).

February 2026 Form 10-Q

Item 2. 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 and risk factors contained in

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

November 30, 2025 and filed with the Securities and Exchange

Commission (“SEC”) on January 28, 2026;

•the discussion of our analysis of financial condition and results

of operations contained in this report under the caption

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations” herein;

•the discussion of our risk management policies, procedures

and methodologies contained in this report under the caption

“Management’s Discussion and Analysis of Financial Condition

and Results of Operations – Risk Management” herein;

•the consolidated financial statements and notes to the

consolidated financial statements contained in this report; and

•cautionary statements we make in our public documents,

reports and announcements.

Any forward looking statement speaks only as of the date on

which that statement is made. We undertake no obligation to

update any forward looking statement to reflect events or

circumstances that occur after the date on which the statement

is made, except as required by applicable law.

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

necessarily recurring earnings. Our results in any given period

can be materially affected by conditions in global financial

markets, economic conditions generally and our own activities

and positions.

Consolidated Results of Operations

Overview

	Three Months Ended February 28,
$ in thousands	2026	2025	% Change
Net revenues ....................................................	$2,017,130	$1,593,019	26.6%
Non-interest expenses ....................................	1,804,914	1,441,954	25.2%
Earnings from continuing operations before income taxes ........................................	212,216	151,065	40.5%
Income tax expense from continuing operations ..........................................................	52,870	14,216	271.9%
Net earnings from continuing operations .....	159,346	136,849	16.4%
Net losses attributable to noncontrolling interests .............................................................	(15,858)	(6,983)	127.1%
Preferred stock dividends ...............................	19,504	16,039	21.6%
Net earnings attributable to common shareholders .....................................................	155,700	127,793	21.8%
Effective tax rate from continuing operations ........................................................	24.9%	9.4%

Executive Summary

Three Months Ended February 28, 2026 Versus February 28, 2025

Net earnings attributable to common shareholders were

$155.7 million and $127.8 million for the three months ended

February 28, 2026 and 2025, respectively.

Our effective tax rate was 24.9%, and 9.4% for the three months

ended February 28, 2026 and 2025, 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 February 28, 2026, we had 7,596 employees globally across all

of our consolidated subsidiaries within our Investment Banking

and Capital Markets and Asset Management reportable

segments, compared to 7,787 at November 30, 2025. Included

within our global headcount are 1,578 employees at February 28,

2026 and 1,797 employees at November 30, 2025 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.

44	Jefferies Financial Group Inc.

	Three Months Ended February 28,
	2026		2025
$ in thousands	Amount	% of Net Revenues	Amount	% of Net Revenues	% Change
Advisory ..................................	$527,128	26.2%	$397,780	25.0%	32.5%
Equity underwriting ...............	305,969	15.2	128,520	8.1	138.1
Debt underwriting ..................	181,858	9.0	199,362	12.5	(8.8)
Other investment banking ....	2,338	0.1	(24,970)	(1.6)	N/M
Total Investment Banking ...	1,017,293	50.5	700,692	44.0	45.2
Equities ...................................	558,488	27.7	409,058	25.7	36.5
Fixed income .........................	220,268	10.9	289,226	18.2	(23.8)
Total Capital Markets ..........	778,756	38.6	698,284	43.9	11.5
Total Investment Banking and Capital Markets (1) .	1,796,049	89.1	1,398,976	87.9	28.4
Asset management fees and revenues ...................	69,910	3.5	88,630	5.6	(21.1)
Investment return ..................	88,992	4.4	(5,634)	(0.4)	N/M
Allocated net interest (2) .....	(22,238)	(1.1)	(17,221)	(1.1)	29.1
Other investments, inclusive of net interest ..	83,598	4.1	125,940	7.9	(33.6)
Total Asset Management ....	220,262	10.9	191,715	12.0	14.9
Other .......................................	819	—	2,328	0.1	(64.8)
Net revenues .........................	$2,017,130	100.0%	$1,593,019	100.0%	26.6%

N/M — Not Meaningful

(1)Allocated net interest is not separately disaggregated for Investment Banking

and Capital Markets. This presentation is aligned to our Investment Banking

and Capital Markets internal performance measurement.

(2)Allocated net interest represents an allocation to Asset Management of our

long-term debt interest expense, net of interest income on our Cash and cash

equivalents and other sources of liquidity. Allocated net interest has been

disaggregated to increase transparency and to make clearer actual

Investment return. We believe that aggregating Investment return and

Allocated net interest would obscure the Investment return by including an

amount that is unique to our credit spreads, debt maturity profile, capital

structure, liquidity risks and allocation methods.

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 and 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;

•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
	Three Months Ended
	February 28, 2026	February 28, 2025
Advisory transactions ..................................................	99	92

Loading holders...

Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 1 transaction across 1 insider. Net: -1 shares, -$52.

Date	Insider	Role	Action	Shares	Price	Value
2026-05-06	FRIEDMAN BRIAN P	President	Sell	-1 ×2	$51.90	-$52

Source: SEC Form 4 filings.

Next expected filings

~2026-10-09 10-Q expected by 2026-11-09 (in 92 days)
~2027-01-28 10-K expected by 2027-03-18 (in 203 days)
~2027-04-07 10-Q expected by 2027-05-08 (in 272 days)
~2027-07-09 10-Q expected by 2027-08-09 (in 365 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-07-08 8-K Other Events; Financial Statements and Exhibits
2026-07-02 424B5 Prospectus Supplement
2026-07-02 424B5 Prospectus Supplement
2026-07-01 424B5 Prospectus Supplement
2026-06-30 424B2 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement
2026-06-30 424B5 Prospectus Supplement

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