SEC Form 4 · accession 0001193125-26-293480

Jefferies Financial Group Inc. · JEF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

SUMITOMO MITSUI FINANCIAL GROUP, INC.

Director

Period of report

Jun 30, 2026

Accepted (ET)

Jul 2, 2026 · 7:54 am EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000096223

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Non-Voting Common Stock^F1,F2,F3	Jun 30, 2026	M	27,562,500	—	A	36,809,581	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Non-Voting Convertible Preferred Shares^F2,F3,F1	—	Jun 30, 2026	M	55,125	D	—	—	Non-Voting Common Stock	27,562,500	0	I

Explanation of responses

F1Reflects 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.
F2The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.
F3The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Remarks

The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Hyakutome, Deputy President of SMFG, currently serves on the board of directors of the Issuer.