SEC Form 4 · accession 0001193125-26-301384
Jefferies Financial Group Inc. · JEF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jul 10, 2026
Accepted (ET)
Jul 13, 2026 · 6:10 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jul 10, 2026 | M | 3,769,500 | — | D | 2,659,837 | I | See footnotes |
| Non-Voting Common StockF1,F2,F3,F4 | Jul 10, 2026 | M | 3,769,500 | — | A | 40,579,081 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant 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.
- F2SMBC'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.
- F3The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.
- F4The 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.