Jefferies Financial Group Inc.: Form 10-K for the period ended Nov 30, 2025

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 (mailto: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.

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.

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.

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.

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.

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

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.

$ in thousands

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.

$ in billions

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

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

$ in thousands

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

(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

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

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:

$ in millions

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.

$ in millions

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

(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:

$ in millions

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:

$ in millions

(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

(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:

$ in thousands

(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.

$ in thousands

(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:

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

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

(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.

$ in millions

$ in millions

(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:

$ in millions

$ in millions

(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

(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.

$ in thousands

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

$ in millions

(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:

$ in millions

$ in millions

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.

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

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.