Jefferies Financial Group SEC Filings

Jefferies Financial Group Inc. (JEF) has filed a preliminary pricing supplement for a new Series A Medium-Term Note offering: Market Linked Securities – Auto-Callable with Contingent Coupon and Contingent Downside linked to the VanEck Gold Miners ETF (GDX) and the iShares Silver Trust (SLV). The five-year notes, maturing 27 July 2028, are senior unsecured obligations and therefore subject to Jefferies’ credit risk.

Key structural terms

• Face amount: $1,000 per security; original offering price 100%.
• Contingent coupon: at least 12.30% p.a., paid quarterly only if the worst-performing ETF on the relevant calculation day is ≥ 70% of its starting price (the “threshold price”).
• Automatic call: from Jan 2026 to Apr 2028, if the worst-performing ETF is ≥ its starting price; investors receive face value plus the coupon and the notes terminate early.
• Principal repayment: if not automatically called and the worst-performing ETF on the final calculation day is ≥ 70% of its starting price, investors receive $1,000; otherwise they lose 30% to 100% of principal, fully exposed to downside below the threshold.
• No upside participation in ETF appreciation, no dividends passed through, and no exchange listing; designed to be buy-and-hold.

Distribution economics & estimated value

• Agent discount: $23.25 (2.325%) per note; additional dealer fee up to $2.00.
• Issuer’s estimated value on pricing date: approximately $969.10 (≈ 3% below issue price), reflecting structuring and distribution costs.

Risk highlights

• Principal at risk if either ETF falls more than 30% at maturity and the notes have not been called.
• Returns dependent on the lowest performer each quarter; poor performance of one ETF nullifies coupons even if the other performs well.
• Credit risk of Jefferies; unsecured, unsubordinated claims.
• Complex payoff makes secondary-market pricing and liquidity limited.

The filing is a routine funding activity for Jefferies, providing relatively inexpensive unsecured capital while offering investors a high contingent coupon in exchange for downside risk tied to precious-metals ETFs.

Jefferies Financial Group Inc. (JEF) is offering Senior Autocallable Notes maturing July 16, 2029 that are linked to the worst-performing of the Russell 2000® (RTY) and the S&P 500® (SPX) indices. The notes are issued under Jefferies’ Series A Global Medium-Term Note program and are senior unsecured, ranking pari-passu with all other senior unsecured debt of the issuer. All payments are subject to Jefferies’ credit risk.

Key structural terms:

• Issue price and stated principal: $1,000 per note.
• Pricing Date: July 11, 2025; Original Issue Date: July 16, 2025.
• Automatic call feature: Beginning July 13, 2026 and annually thereafter, the notes will be redeemed early if the Observation Value of the worst-performing underlying is ≥ its Call Value (100% of initial value for the first three observation dates; 75% for the final date).
• Call premium: Provides an annualized return of approximately 9.20% p.a.; investors receive principal plus the applicable premium if called.
• If not called and the final value of the worst-performing index is <75% of its initial value, investors are exposed to a 1-to-1 downside, potentially losing up to their entire principal.
• Estimated value on the pricing date: ~$962.40 per note (within ±$30).
• CUSIP/ISIN: 47233YKE4 / US47233YKE40; no listing; book-entry form via DTC.

Recent developments: Jefferies released preliminary fiscal Q2 2025 results on June 25, 2025: Investment Banking net revenue $766 m, Capital Markets $704 m, Asset Management $155 m, income before taxes $135 m, and net income $88 m (effective tax rate 32.3%). For the first six months of FY25, net income totaled $216 m. These figures are unaudited and may change in the forthcoming Form 10-Q.

Distribution & fees: Dealers may receive discounts/commissions up to 2.00% per note, and an affiliate will receive a structuring fee up to $8 per note. Because Jefferies LLC, a FINRA member, will distribute the notes, the transaction is subject to FINRA Rule 5121 (conflict-of-interest).

Investor considerations: The notes offer an attractive fixed-premium autocall opportunity (≈9.2% p.a.) but expose investors to full downside in the worst-performing index if not called. There is no principal protection, no ongoing coupon, and no secondary market listing. Investors must also consider Jefferies’ credit profile, as the notes are unsecured obligations.

Jefferies Financial Group Inc. ("JEF") has filed a preliminary Rule 424(b)(5) pricing supplement for a new structured debt offering: the Senior Autocallable Contingent Coupon Barrier Notes due 16-Jul-2030, issued under its Series A Global Medium-Term Note program.

Key structural terms

• Underlying basket: Worst performer of the S&P 500, Russell 2000 and Dow Jones Industrial Average.
• Issue price / Principal: US$1,000 per note; senior unsecured obligation ranking pari-passu with other senior debt.
• Coupon: US$22.50 quarterly (≈9.0% p.a.) paid only if the worst-performing underlying is ≥ 70 % of its initial level on each observation date.
• Autocall: Beginning 13-Jul-2026 (≈1 year after issuance) and quarterly thereafter; automatically redeemed at par plus any due coupon if the worst performer is ≥ 100 % of its initial level.
• Principal risk: At maturity investors receive par only if the worst performer ≥ 55 % of initial; otherwise repayment equals initial investment multiplied by the underlying’s percentage return, exposing investors to up to 100 % loss.
• Estimated value: US$982.20 (≈1.8 % below issue price), reflecting dealer discounts and embedded fees.
• No listing; book-entry form through DTC; Jefferies LLC acts as agent and receives up to US$8 structuring fee per note (FINRA Rule 5121 conflict disclosed).

Recent Jefferies operating performance (preliminary Q2 FY-2025)

• Investment Banking revenue: $766 m for the quarter; $1.47 bn YTD.
• Capital Markets revenue: $704 m for the quarter; $1.40 bn YTD.
• Asset Management revenue: $155 m for the quarter; $346 m YTD.
• Income before income tax: $135 m for the quarter; $286 m YTD.
• Net income: $88 m for the quarter (effective tax rate 32.3 %); $216 m YTD (effective tax rate 20.2 %).

The financial figures are unaudited, management-prepared estimates and may change in the forthcoming 10-Q. Deloitte & Touche LLP has provided no assurance.

Investor considerations

• Instrument offers high contingent yield and potential early redemption, but embeds significant downside market risk and full issuer credit risk.
• Absence of listing limits secondary liquidity; estimated value below par highlights upfront costs.
• For Jefferies, the deal provides low-cost, unsecured funding for general corporate purposes without equity dilution.

Jefferies Financial Group Inc. (JEF) is marketing a new structured offering—Senior Autocallable Notes due July 16, 2029—under Rule 424(b)(5). The unsecured notes are linked to the worst-performing of the S&P 500 Index (SPX) and the Russell 2000 Index (RTY) and form part of the company’s Series A Global Medium-Term Note program.

Key structural terms

• Issue price / Principal: $1,000 per note; book-entry form through DTC.
• Pricing & settlement: Priced July 11 2025, issued July 16 2025 (T+3).
• Automatic call feature: Annual observation dates starting 13 Jul 2026. If the observation value of the worst-performing index is ≥ its Call Value, the note is called and investors receive principal plus the stated Call Premium.
• Call Premiums: Schedule implies ~10.70% simple annual return (exact premium table on PS-3).
• Final valuation: 11 Jul 2029. If never called and the final value of the worst-performing index is <75% of its initial level, redemption is principal × (Final Value ÷ Initial Value), exposing investors to full downside on a 1-to-1 basis.
• Estimated value: ~$982.50 per note (98.25% of issue price), reflecting embedded fees of up to $17.50.
• Distribution / fees: Jefferies LLC acts as agent and will receive selling and structuring concessions (up to $8.00 per note) creating a FINRA 5121 conflict of interest.
• Ranking & credit risk: Senior unsecured, pari passu with other senior debt; no collateral; payments subject to Jefferies’ creditworthiness.

Recent financial performance (preliminary fiscal Q2 2025)

• Investment Banking net revenue: $766 mn
• Capital Markets net revenue: $704 mn
• Asset Management net revenue: $155 mn
• Income before taxes: $135 mn
• Net income: $88 mn (32.3% effective tax rate)

For the six-month period ended 31 May 2025, net revenue totalled $3.22 bn and net income reached $216 mn. These figures are management’s pre-audit estimates; Deloitte & Touche has not reviewed the data.

Risk highlights

• Market risk: Investors face 100% downside exposure below the 75% barrier if the note is not called.
• Credit risk: All payments depend on Jefferies’ ability to pay.
• Liquidity: No exchange listing; secondary market, if any, will be limited and priced by the agent.
• Complexity & fee drag: The estimated value is 1.75% below issue price, and embedded fees reduce potential returns versus direct index exposure.

Use of proceeds: General corporate purposes. The offering provides low-cost funding to Jefferies while transferring market risk to investors.

Jefferies Financial Group has filed a prospectus supplement for Senior Autocallable Contingent Coupon Barrier Notes due July 16, 2030, linked to the worst-performing of the S&P 500, Russell 2000, and Dow Jones Industrial Average indices.

Key features of the Notes:

• Issue Price: $1,000 per Note
• Contingent Coupon Payment: $18.90 quarterly if worst-performing underlying is above Coupon Barrier
• Automatic Call Feature: Notes automatically called if worst-performing underlying equals/exceeds Call Value
• Maturity Protection: Full principal returned if worst-performing underlying's Final Value ≥ 55% of Initial Value
• Risk: Up to 100% principal loss if worst-performing underlying falls below threshold

Recent Q2 2025 financial results show Net Income of $88 million on Investment Banking revenues of $766 million, Capital Markets revenues of $704 million, and Asset Management revenues of $155 million. Estimated note value on pricing date is $961.70, reflecting embedded costs.

Jefferies Financial Group Inc. (JEF) is offering $261,000 of senior unsecured Market-Linked Securities tied to Apple Inc. (AAPL) common stock, maturing 23 June 2028. The notes are issued in $1,000 denominations and do not pay coupons or dividends. At maturity investors receive:

• Upside: 100% participation in AAPL appreciation, capped at 32.50% ($1,325 maximum).
• Downside: 1-to-1 loss on the first 10% decline, with a minimum payment of 90% ($900) of face value.
• No additional protection below the 10% buffer.

The initial price of AAPL is $195.64. The estimated fair value on pricing date is $949, implying a 5.1% structuring/distribution premium relative to the $1,000 issue price. Jefferies LLC and Wells Fargo Securities act as agents, earning up to $28.25 per note plus possible concessions to other dealers. All payments depend on Jefferies’ credit; the notes are not FDIC-insured and will not be listed on any exchange, limiting liquidity. Investors must hold to maturity or sell in the secondary market, if available, at prevailing prices that may be well below face value. The CUSIP is 47233YJK2.