STOCK TITAN

Jefferies (NYSE: JEF) outlines SMBC alliance, risks and operations

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-K

Rhea-AI Filing Summary

Jefferies Financial Group Inc. files its annual report describing a global investment banking and capital markets franchise and an asset management platform. The firm highlights key joint ventures in corporate lending (Jefferies Finance) and commercial real estate finance (Berkadia), plus a growing strategic alliance with SMBC Group, which owns 15.7% of its common stock on an as-converted basis.

Jefferies reports 7,787 employees across the Americas, Europe and the Middle East, and Asia-Pacific, with a strong focus on human capital, culture, wellness and community initiatives. The filing details extensive U.S. and international regulation, capital and liquidity requirements, and broad risk factors, including credit, market and liquidity risks, geopolitical shocks, cybersecurity and AI-related risks, and the potential impact of climate change and evolving financial regulation.

Positive

  • None.

Negative

  • None.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-5721
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
New York
13-2615557
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
520 Madison Avenue,
New York,
New York
10022
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 284-2300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol(s)
Name of each exchange on which registered:
Common Shares, par value $1 per share
JEF
New York Stock Exchange
4.850% Senior Notes Due 2027
JEF 27A
New York Stock Exchange
5.875% Senior Notes Due 2028
JEF 28
New York Stock Exchange
2.750% Senior Notes Due 2032
JEF 32A
New York Stock Exchange
6.200% Senior Notes Due 2034
JEF 34
New York Stock Exchange
5.500% Senior Notes Due 2036
JEF 36
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Accelerated filer                 
Non-accelerated filer 
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.      
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.     
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  
Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at May 31, 2025 (computed by reference to the last reported
closing sale price of the Common Shares on the New York Stock Exchange on such date): $8,180,207,998.
On January 15, 2026, the registrant had outstanding 206,691,275 Common Shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the registrant's Definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the 2026
Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
Jefferies Financial Group, Inc.
Index to Annual Report on Form 10-K
November 30, 2025
PART I.
Page
Item 1. Business ............................................................................................................................................................................................................................
1
Item 1A. Risk Factors ...................................................................................................................................................................................................................
6
Item 1B. Unresolved Staff Comments .......................................................................................................................................................................................
14
Item 1C. Cybersecurity .................................................................................................................................................................................................................
14
Item 2. Properties ..........................................................................................................................................................................................................................
15
Item 3. Legal Proceedings ...........................................................................................................................................................................................................
15
Item 4. Mine Safety Disclosures .................................................................................................................................................................................................
15
PART II. FINANCIAL INFORMATION
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Equity Securities .........................................
15
Item 6. [Reserved] .........................................................................................................................................................................................................................
16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................................
16
Consolidated Results of Operations ..................................................................................................................................................................................
17
Executive Summary ...........................................................................................................................................................................................................
17
Revenues by Source ..........................................................................................................................................................................................................
17
Non-interest Expenses ......................................................................................................................................................................................................
20
Accounting Developments ..................................................................................................................................................................................................
21
Critical Accounting Estimates .............................................................................................................................................................................................
21
Liquidity, Financial Condition and Capital Resources .....................................................................................................................................................
23
Risk Management .................................................................................................................................................................................................................
31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................................................................
39
Item 8. Financial Statements and Supplementary Data .........................................................................................................................................................
40
Index to Consolidated Financial Statements ....................................................................................................................................................................
40
Management’s Report on Internal Control Over Financial Reporting ............................................................................................................................
41
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) .......................................................................................................
42
Consolidated Statements of Financial Condition ............................................................................................................................................................
45
Consolidated Statements of Earnings ...............................................................................................................................................................................
46
Consolidated Statements of Comprehensive Income ....................................................................................................................................................
47
Consolidated Statements of Changes in Equity ...............................................................................................................................................................
48
Consolidated Statements of Cash Flows ..........................................................................................................................................................................
49
Notes to Consolidated Financial Statements ...................................................................................................................................................................
51
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................................................
105
Item 9A. Controls and Procedures .............................................................................................................................................................................................
105
Item 9B. Other Information ..........................................................................................................................................................................................................
105
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. ..............................................................................................................
105
PART III. OTHER INFORMATION
Item 10. Directors, Executive Officers and Corporate Governance ......................................................................................................................................
105
Item 11. Executive Compensation ..............................................................................................................................................................................................
105
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .......................................................
105
Item 13. Certain Relationships and Related Transactions, and Director Independence ..................................................................................................
105
Item 14. Principal Accountant Fees and Services ...................................................................................................................................................................
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PART IV. EXHIBITS AND SIGNATURES
Item 15. Exhibits and Financial Statement Schedules ............................................................................................................................................................
105
Item 16. Form 10-K Summary .....................................................................................................................................................................................................
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Signatures .......................................................................................................................................................................................................................................
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1
Jefferies Financial Group Inc.
PART I
Item 1. Business
Introduction
Jefferies Financial Group Inc. (“Jefferies,” “we,” “us” or “our”) is a
U.S.-headquartered global investment banking and capital
markets firm. Our largest subsidiary, Jefferies LLC, a U.S. broker-
dealer, was founded in the U.S. in 1962 and our first international
operating subsidiary, Jefferies International Limited, a U.K.
broker-dealer, was established in the U.K. in 1986. Our strategy
focuses on driving momentum in our investment banking
business, bringing value to clients and executing in our capital
markets sales and trading businesses and growing our credit and
alternative asset management platforms. We are always client
focused first and committed to integration and collaboration
across our businesses.
Our global headquarters and executive offices are located at 520
Madison Avenue, New York, New York 10022. We also have
regional headquarters in London and Hong Kong. Our primary
telephone number is 212-284-2300 and our Internet address is
jefferies.com where we make available, free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as well as proxy statements, as soon as
reasonably practicable after we electronically file with the U.S.
Securities and Exchange Commission (“SEC”) and can also be
viewed at sec.gov.
The following documents and reports are also available on our
public website:
Audit Committee Charter
Code of Business Practice
Compensation Committee Charter
Corporate Governance Guidelines
Corporate Social Responsibility Principles
Reportable waivers, if any, from our Code of Business Practice
by our executive officers
Culture and Community Committee Charter
Health and Safety Policy
Human Rights Statement
Nominating and Corporate Governance Committee Charter
Risk and Liquidity Oversight Committee Charter
Supplier Code of Conduct
Sustainable Investment Statement
Whistle Blower Policy
We may use our website to disclose public information. We
encourage you to visit our website for additional information. In
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.
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.
Item 1A. Risk Factors
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.
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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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
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.
Item 2. Properties
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.
Item 3. Legal Proceedings
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.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Our common shares are traded on the NYSE under the symbol
JEF. As of January 15, 2026, there were 1,156 record holders of
the common shares.
Dividends paid per common share:
Year Ended November 30,
2025
2024
2023
First Quarter ...........................................
$0.40
$0.30
$0.30
Second Quarter .....................................
$0.40
$0.30
$0.30
Third Quarter .........................................
$0.40
$0.35
$0.30
Fourth Quarter .......................................
$0.40
$0.35
$0.30
November 2025 Form 10-K
16
In January 2026, our Board of Directors declared a quarterly cash
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 in the future is subject to the discretion
of our Board of Directors and will depend upon general business
conditions, legal and contractual restrictions on the payment of
dividends and other factors that our Board of Directors may
deem to be relevant.
During the year ended November 30, 2025, we purchased a total
of 0.7 million of our common shares for $58.5 million, or an
average price of $79.57 per share, in connection with net-share
settlements under our equity compensation plan. Our equity
compensation plan allows participants to surrender shares to
satisfy certain tax liabilities arising from the vesting of restricted
shares and the distribution of restricted share units.
There were no unregistered sales of equity securities during the
period covered by this report.
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 2025.
Stockholder Return Performance Graph
Set forth below is a graph comparing the cumulative total
stockholder return on our common shares against the cumulative
total return of the Standard & Poor’s 500 Stock Index and the
Standard & Poor’s 500 Financials Index for the period
commencing November 30, 2020 to November 30, 2025. Index
data was furnished by S&P Global Market Intelligence. The graph
assumes that $100 was invested on November 30, 2020 in each
of our common stock, the S&P 500 Index and the S&P
500 Financials Index and that all dividends, including quarterly
and special dividends, were reinvested.
5-Year Chart.jpg
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
This report may contain or incorporate by reference certain
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and/or the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include
statements about our future and statements that are not
historical or current facts. These forward-looking statements are
often preceded by the words “should,” “expect,” “believe,”
“intend,” “may,” “will,” “would,” “could” or similar expressions.
Forward-looking statements may contain expectations regarding
revenues, earnings, operations and other results, and may include
statements of future performance, plans and objectives. Forward-
looking statements also include statements pertaining to our
strategies for future development of our business and products.
Forward-looking statements represent only our belief regarding
future events, many of which by their nature are inherently
uncertain. It is possible that the actual results may differ, possibly
materially, from the anticipated results indicated in these
forward-looking statements. Information regarding important
factors that could cause actual results to differ, perhaps
materially, from those in our forward-looking statements is
contained in this report and other documents we file. You should
read and interpret any forward-looking statement together with
these documents, including the following:
the description of our business 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
2025
2024
% Change
Net revenues ....................................................
$7,343,751
$7,034,803
4.4%
Non-interest expenses ....................................
6,472,762
6,029,257
7.4%
Earnings from continuing operations
before income taxes ...................................
870,989
1,005,546
(13.4)%
Income tax expense from continuing
operations ....................................................
184,570
293,194
(37.0)%
Net earnings from continuing operations .....
686,419
712,352
(3.6)%
Net (losses) earnings from discontinued
operations, net of income taxes ...............
(4,374)
3,667
N/M
Net losses attributable to noncontrolling
interests .......................................................
(28,430)
(27,364)
3.9%
Preferred stock dividends ...............................
79,684
74,110
7.5%
Net earnings attributable to common
shareholders ................................................
630,791
669,273
(5.7)%
Effective tax rate from continuing
operations ...................................................
21.2%
29.2%
$ in thousands
2024
2023
% Change
Net revenues ....................................................
$7,034,803
$4,700,417
49.7%
Non-interest expenses ....................................
6,029,257
4,346,148
38.7%
Earnings from continuing operations
before income taxes ...................................
1,005,546
354,269
183.8%
Income tax expense from continuing
operations ....................................................
293,194
91,881
219.1%
Net earnings from continuing operations .....
712,352
262,388
171.5%
Net losses from discontinued operations,
net of income taxes ....................................
3,667
N/M
Net losses attributable to noncontrolling
interests .......................................................
(27,364)
(14,846)
84.3%
Net losses attributable to redeemable
noncontrolling interests .............................
(454)
(100.0)%
Preferred stock dividends ...............................
74,110
14,616
407.0%
Net earnings attributable to common
shareholders ................................................
669,273
263,072
154.4%
Effective tax rate from continuing
operations ...................................................
29.2%
25.9%
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.
2025
2024
$ in thousands
Amount
% of Net
Revenues
Amount
% of Net
Revenues
% Change
Advisory .................................
$2,145,421
29.2%
$1,811,634
25.8%
18.4%
Equity underwriting ...............
771,890
10.5
799,804
11.4
(3.5)
Debt underwriting ..................
870,007
11.8
689,227
9.8
26.2
Other investment banking ....
2,981
144,122
2.0
(97.9)
Total Investment Banking ...
3,790,299
51.5
3,444,787
49.0
10.0
Equities ...................................
1,907,866
26.0
1,592,793
22.6
19.8
Fixed income .........................
909,869
12.4
1,166,761
16.6
(22.0)
Total Capital Markets ..........
2,817,735
38.4
2,759,554
39.2
2.1
Total Investment Banking
and Capital Markets (1) .
6,608,034
89.9
6,204,341
88.2
6.5
Asset management fees
and revenues ..................
140,914
1.9
103,488
1.5
36.2
Investment return ..................
177,814
2.4
212,209
3.0
(16.2)
Allocated net interest (2) .....
(76,045)
(1.0)
(62,135)
(1.0)
22.4
Other investments,
inclusive of net interest ..
467,533
6.4
550,107
7.8
(15.0)
Total Asset Management ....
710,216
9.7
803,669
11.3
(11.6)
Other .......................................
25,501
0.3
26,793
0.5
(4.8)
Net revenues .........................
$7,343,751
100.0%
$7,034,803
100.0%
4.4%
2024
2023
$ in thousands
Amount
% of Net
Revenues
Amount
% of Net
Revenues
% Change
Advisory ..................................
$1,811,634
25.8%
$1,198,916
25.5%
51.1%
Equity underwriting ...............
799,804
11.4
560,243
11.9
42.8
Debt underwriting ..................
689,227
9.8
410,208
8.7
68.0
Other investment banking ....
144,122
2.0
102,851
2.2
40.1
Total Investment Banking ...
3,444,787
49.0
2,272,218
48.3
51.6
Equities ...................................
1,592,793
22.6
1,139,425
24.2
39.8
Fixed income .........................
1,166,761
16.6
1,092,736
23.2
6.8
Total Capital Markets ..........
2,759,554
39.2
2,232,161
47.4
23.6
Total Investment Banking
and Capital Markets (1) .
6,204,341
88.2
4,504,379
95.7
37.7
Asset management fees
and revenues ...................
103,488
1.5
93,678
2.0
10.5
Investment return ..................
212,209
3.0
154,461
3.3
37.4
Allocated net interest (2) .....
(62,135)
(1.0)
(49,519)
(1.1)
25.5
Other investments,
inclusive of net interest ..
550,107
7.8
(10,275)
(0.2)
N/M
Total Asset Management ....
803,669
11.3
188,345
4.0
326.7
Other .......................................
26,793
0.5
7,693
0.3
248.3
Net revenues .........................
$7,034,803
100.0%
$4,700,417
100.0%
49.7%
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.
Deals Completed
2025
2024
2023
Advisory transactions ......................................
392
364
287
Public and private equity and convertible
offerings ........................................................
215
243
182
Public and private debt financings .................
1,115
1,080
699
Aggregate Value
$ in billions
2025
2024
2023
Advisory transactions ......................................
$435.5
$359.2
$259.1
Public and private equity and convertible
offerings ........................................................
100.6
83.5
59.6
Public and private debt financings .................
532.0
516.1
213.6
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
2025.
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
2025
2024
% Change
Asset management fees and other ..
$67,719
$50,700
33.6%
Revenue from strategic affiliates (1)
73,195
52,788
38.7%
Total asset management fees and
revenues ..........................................
140,914
103,488
36.2%
Investment return ................................
177,814
212,209
(16.2)%
Allocated net interest ..........................
(76,045)
(62,135)
22.4%
Other investments ...............................
467,533
550,107
(15.0)%
Total Asset Management ..................
$710,216
$803,669
(11.6)%
$ in thousands
2024
2023
% Change
Asset management fees:
Asset management fees and other ..
$50,700
$33,867
49.7%
Revenue from strategic affiliates (1)
52,788
59,811
(11.7)%
Total asset management fees and
revenues ..........................................
103,488
93,678
10.5%
Investment return ................................
212,209
154,461
37.4%
Other investments ...............................
550,107
(10,275)
N/M
Allocated net interest ..........................
(62,135)
(49,519)
25.5%
Total Asset Management ..................
$803,669
$188,345
326.7%
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
2025
2024
Net asset value seeded by us:
Jefferies funds or separately managed
accounts ..............................................................
$358
$377
Our affiliates funds or separately managed
accounts ..............................................................
1,741
1,384
Total net asset value of Jefferies’ invested
capital (1) .............................................................
2,099
1,761
Fair value of investment purchased with
leverage ................................................................
699
895
Total AUM attributed to Jefferies as investor ....
$2,798
$2,656
Net asset value of third-party investors:
Jefferies funds or separately managed
accounts (2) ........................................................
2,462
2,596
Our affiliates funds or separately managed
accounts (3) ........................................................
25,387
22,515
Total AUM attributed to third-party investors ....
$27,849
$25,111
Unfunded capital commitments ............................
195
250
Aggregated AUM .....................................................
$30,842
$28,017
(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
2025
2024
% Change
Compensation and benefits ...........
$3,860,255
$3,659,588
5.5%
Brokerage and clearing fees ..........
489,203
432,721
13.1
Underwriting costs ..........................
85,838
68,492
25.3
Technology and communications
598,187
546,655
9.4
Occupancy and equipment rental .
126,414
118,611
6.6
Business development ...................
335,683
283,459
18.4
Professional services .....................
313,821
296,204
5.9
Depreciation and amortization ......
192,281
190,326
1.0
Cost of sales ....................................
190,934
206,283
(7.4)
Other ..................................................
280,146
226,918
23.5
Total non-interest expenses .........
$6,472,762
$6,029,257
7.4%
$ in thousands
2024
2023
% Change
Compensation and benefits ...........
$3,659,588
$2,535,272
44.3%
Brokerage and clearing fees ..........
432,721
366,702
18.0
Underwriting costs ..........................
68,492
61,082
12.1
Technology and communications
546,655
477,028
14.6
Occupancy and equipment rental .
118,611
106,051
11.8
Business development ...................
283,459
177,541
59.7
Professional services .....................
296,204
266,447
11.2
Depreciation and amortization ......
190,326
112,201
69.6
Cost of sales ....................................
206,283
29,435
600.8
Other ..................................................
226,918
214,389
5.8
Total non-interest expenses .........
$6,029,257
$4,346,148
38.7%
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
2024.
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:
November 30,
$ in millions
2025
2024
Investment banking ...................................................................
$702.0
$700.7
Equities and wealth management ...........................................
255.9
255.4
Fixed income ..............................................................................
578.0
576.9
Asset management ...................................................................
143.0
143.0
Other investments .....................................................................
158.7
151.9
Total.............................................................................................
$1,837.6
$1,827.9
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.
November 30,
$ in millions
2025
2024
% Change
Total assets ...........................................
$76,012.3
$64,360.3
18.1%
Cash and cash equivalents ..................
14,043.9
12,153.4
15.6
Cash and securities segregated and
on deposit for regulatory
purposes or deposited with
clearing and depository
organizations ....................................
917.7
1,132.6
(19.0)
Financial instruments owned ..............
27,722.7
24,138.3
14.8
Financial instruments sold, not yet
purchased .........................................
13,320.2
11,007.3
21.0
Total Level 3 assets ..............................
737.8
734.2
0.5
Securities borrowed ..............................
$8,295.2
$7,213.4
15.0%
Securities purchased under
agreements to resell ........................
8,449.1
6,179.7
36.7
Total securities borrowed and
securities purchased under
    agreements to resell .......................
$16,744.3
$13,393.1
25.0%
Securities loaned ...................................
$2,540.8
$2,540.9
%
Securities sold under agreements to
repurchase ........................................
12,156.7
12,337.9
(1.5)
Total securities loaned and
securities sold under agreements
to repurchase ...................................
$14,697.5
$14,878.8
(1.2)%
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
November 30,
 2025
Percent
November 30,
2024
Percent
Investment Banking ............
$111.7
15.1%
$146.7
20.0%
Equities and Fixed Income .
$343.6
46.7
312.2
42.5
Asset Management (1) .......
$230.5
31.2
256.2
34.9
Other ......................................
$52.0
7.0
19.1
2.6
Total ......................................
$737.8
100.0%
$734.2
100.0%
(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:
Year Ended November 30,
$ in millions
2025
2024
Securities Purchased Under Agreements to
Resell:
Year end ..............................................................
$8,449
$6,180
Month end average ............................................
10,526
8,910
Maximum month end ........................................
14,927
10,978
Securities Sold Under Agreements to
Repurchase:
Year end ..............................................................
$12,157
$12,338
Month end average ............................................
16,497
15,197
Maximum month end ........................................
19,785
20,971
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:
November 30,
$ in millions
2025
2024
Total assets ..................................................................
$76,012
$64,360
Total equity ...................................................................
$10,642
$10,225
Total shareholders’ equity ..........................................
$10,575
$10,157
Deduct: Goodwill and intangible assets, net ............
(2,040)
(2,054)
Tangible shareholders’ equity ...................................
$8,535
$8,103
Leverage ratio (1) .........................................................
7.1
6.3
Tangible gross leverage ratio (2) ...............................
8.7
7.7
(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
November 30,
 2025
Average
Balance
Quarter Ended
November 30,
2025 (1)
November 30,
2024
Cash and cash equivalents:
Cash in banks .............................................
$3,903,807
$5,014,748
$3,925,535
Money market investments (2) ...............
10,140,082
6,622,532
8,227,879
Total cash and cash equivalents ............
14,043,889
11,637,280
12,153,414
Other sources of liquidity:
Debt securities owned and securities
purchased under agreements to
resell (3) ................................................
1,823,733
1,995,920
1,287,564
Other (4) ......................................................
1,836,150
1,561,944
573,042
Total other sources ...................................
3,659,883
3,557,864
1,860,606
Total cash and cash equivalents and
other liquidity sources .......................
$17,703,772
$15,195,144
$14,014,020
Total cash and cash equivalents and
other liquidity sources as % of Total
assets ....................................................
23.3%
21.8%
Total cash and cash equivalents and
other liquidity sources as % of Total
assets less goodwill and intangible
assets ....................................................
23.9%
22.5%
(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:
November 30,
2025
2024
$ in thousands
Liquid Financial
Instruments
Unencumbered
Liquid Financial
Instruments (1)
Liquid Financial
Instruments
Unencumbered
Liquid Financial
Instruments (1)
Corporate equity
securities .............
$7,433,971
$2,715,099
$5,280,920
$781,490
Corporate debt
securities .............
4,788,698
280,512
5,179,229
339,500
U.S. government,
agency and
municipal
securities .............
3,013,344
55,781
4,061,773
75,911
Other sovereign
obligations ..........
1,460,571
1,731,074
1,361,762
1,044,630
Agency mortgage-
backed
securities (2) .......
3,060,262
2,695,282
Loans and other
receivables ..........
159,939
978
Total ...........................
$19,916,785
$4,782,466
$18,579,944
$2,241,531
(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.
November 30,
$ in thousands
2025
2024
Unsecured Long-Term Debt (1) ..................................
$12,494,842
$11,430,610
Total Mezzanine Equity ...............................................
406
406
Total Equity ...................................................................
10,642,203
10,224,987
Total Long-Term Capital ............................................
$23,137,451
$21,656,003
(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:
Rating
Outlook
Moody’s Investors Service .........................................
Baa2
Stable
Standard & Poor’s ........................................................
BBB
Stable
Fitch Ratings .................................................................
BBB+
Stable
Jefferies LLC
Jefferies
International
Limited
Jefferies GmbH
Rating
Outlook
Rating
Outlook
Rating
Outlook
Moody’s
Investors
Service ..........
Baa1
Stable
Baa1
Stable
Baa1
Stable
Standard &
Poor’s ............
BBB+
Stable
BBB+
Stable
BBB+
Stable
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
Declaration Date
Record Date
Payment Date
Per Common
Share Amount
January 8, 2025
February 14, 2025
February 27, 2025
$0.40
March 26, 2025
May 19, 2025
May 29, 2025
$0.40
June 25, 2025
August 18, 2025
August 29, 2025
$0.40
September 29, 2025
November 17, 2025
November 26, 2025
$0.40
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
Net
Capital
Excess Net
Capital
Jefferies LLC .................................................................
$2,262,928
$2,115,314
JFSI - SEC ......................................................................
234,041
200,305
JFSI - CFTC ...................................................................
234,041
203,041
JIL (1) .............................................................................
2,043,400
1,209,300
Jefferies GmbH (1) ......................................................
379,326
184,633
(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.
VaR at
November 30,
2025
Daily Firmwide VaR
$ in millions
Daily VaR for 2025
Risk Categories
Average
High
Low
Interest Rates and Credit
  Spreads .............................
$4.52
$5.67
$9.31
$2.50
Equity Prices ........................
7.83
9.27
13.93
5.73
Currency Rates ....................
1.91
1.64
2.61
0.54
Commodity Prices ..............
0.56
0.36
0.93
0.12
Diversification Effect (1) ....
(5.86)
(5.71)
N/A
N/A
Firmwide VaR (2) ................
$8.96
$11.23
$16.03
$7.60
VaR at
November 30,
2024
Daily Firmwide VaR
$ in millions
Daily VaR for 2024
Risk Categories
Average
High
Low
Interest Rates and Credit
  Spreads .............................
$4.30
$5.69
$8.25
$2.58
Equity Prices ........................
8.31
11.41
20.69
7.76
Currency Rates ....................
0.84
0.67
2.82
0.24
Commodity Prices ..............
0.41
0.44
1.38
0.15
Diversification Effect (1) ....
(2.19)
(5.08)
N/A
N/A
Firmwide VaR (2) ................
$11.67
$13.13
$18.70
$9.33
(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:
VaR at
November 30,
2025
Daily Capital Markets VaR
$ in millions
Daily VaR for 2025
Risk Categories
Average
High
Low
Interest Rates and Credit
  Spreads .............................
$4.46
$5.57
$9.10
$1.05
Equity Prices ........................
4.37
4.29
6.95
2.85
Currency Rates ....................
1.72
1.12
1.99
0.51
Commodity Prices ..............
0.04
0.25
Diversification Effect (1) ....
(4.11)
(3.38)
N/A
N/A
Capital Markets VaR (2) ....
$6.44
$7.64
$14.01
$4.48
VaR at
November 30,
2024
Daily Capital Markets VaR
$ in millions
Daily VaR for 2024
Risk Categories
Average
High
Low
Interest Rates and Credit
  Spreads .............................
$4.33
$5.66
$11.88
$0.98
Equity Prices ........................
7.27
7.00
18.85
4.18
Currency Rates ....................
0.52
0.45
0.90
0.11
Commodity Prices ..............
0.01
0.03
Diversification Effect (1) ....
(5.69)
(4.59)
N/A
N/A
Capital Markets VaR (2) ....
$6.43
$8.53
$12.47
$5.52
(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.
VaR_Graph.jpg
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):
15236
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
10% Sensitivity
Investment in funds and other (1) ..........................................................................................................................................................................
$173,595
Private investments ..................................................................................................................................................................................................
64,693
Corporate debt securities in default .......................................................................................................................................................................
17,459
Trade claims ..............................................................................................................................................................................................................
2,063
(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.
 
Expected Maturity Date (Fiscal Years)
$ in thousands
2026
2027
2028
2029
2030
Thereafter
Total
Fair Value
Rate Sensitive Liabilities:
Fixed Interest Rate Borrowings
$211,312
$656,405
$1,378,273
$370,957
$1,508,541
$5,442,407
$9,567,895
$9,710,721
Weighted-Average Interest Rate
5.26%
5.28%
5.16%
5.52%
4.61%
5.74%
 
 
Variable Interest Rate Borrowings
$625,000
$725,000
$
$1,317
$2,236
$1,411,372
$2,764,925
$2,623,848
Weighted-Average Interest Rate
6.44%
6.71%
—%
4.97%
4.84%
5.82%
 
 
Borrowings with Foreign Currency Exposure
$962,514
$633,859
$580,100
$584,037
$1,416
$1,153,471
$3,915,397
$3,788,401
Weighted-Average Interest Rate
3.95%
2.59%
3.37%
4.04%
2.50%
5.92%
 
 
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
Loans and Lending
Securities and Margin
Finance
OTC Derivatives
Total
Cash and
Cash Equivalents
Total with Cash and
Cash Equivalents
At
At
At
At
At
At
$ in millions
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
AAA Range
$
$
$10.7
$12.0
$
$
$10.7
$12.0
$10,140.1
$8,227.9
$10,150.8
$8,239.9
AA Range
91.1
80.0
218.8
190.3
270.5
5.6
580.4
275.9
156.8
63.8
737.2
339.7
A Range
24.5
0.2
1,081.5
1,145.1
173.6
415.0
1,279.6
1,560.3
3,514.5
3,691.8
4,794.1
5,252.1
BBB Range
263.7
253.5
166.7
31.2
20.2
40.0
450.6
324.7
232.5
169.4
683.1
494.1
BB or Lower
38.4
37.2
42.6
31.2
173.8
78.7
254.8
147.1
0.5
254.8
147.6
Unrated
279.5
322.6
9.9
5.3
289.4
327.9
289.4
327.9
Total
$697.2
$693.5
$1,520.3
$1,409.8
$648.0
$544.6
$2,865.5
$2,647.9
$14,043.9
$12,153.4
$16,909.4
$14,801.3
Counterparty Credit Exposure by Region
Loans and Lending
Securities and Margin
Finance
OTC Derivatives
Total
Cash and
Cash Equivalents
Total with Cash and
Cash Equivalents
At
At
At
At
At
At
$ in millions
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
Asia-Pacific/Latin
America/Other
$15.8
$15.8
$234.6
$130.4
$0.4
$0.2
$250.8
$146.4
$766.3
$520.3
$1,017.1
$666.7
Europe and the Middle
East
1.7
0.2
426.5
523.2
88.4
88.7
516.6
612.1
71.3
70.8
587.9
682.9
North America
679.7
677.5
859.2
756.2
559.2
455.7
2,098.1
1,889.4
13,206.3
11,562.3
15,304.4
13,451.7
Total
$697.2
$693.5
$1,520.3
$1,409.8
$648.0
$544.6
$2,865.5
$2,647.9
$14,043.9
$12,153.4
$16,909.4
$14,801.3
Counterparty Credit Exposure by Industry
Loans and Lending
Securities and Margin
Finance
OTC Derivatives
Total
Cash and
Cash Equivalents
Total with Cash and
Cash Equivalents
At
At
At
At
At
At
$ in millions
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
November
30,
2025
November
30,
2024
Asset Managers, Funds
and Investment
Advisors (1)(2)
$438.6
$362.7
$83.6
$38.9
$
$1.6
$522.2
$403.2
$10,140.1
$8,227.9
$10,662.3
$8,631.1
Banks, Broker-Dealers (2)
5.7
13.3
863.8
863.5
478.9
469.4
1,348.4
1,346.2
3,903.8
3,925.5
5,252.2
5,271.7
Corporates (2)
145.3
193.5
165.8
69.6
311.1
263.1
311.1
263.1
As Agent Banks (2)
529.9
474.8
529.9
474.8
529.9
474.8
Other (2)
107.6
124.0
43.0
32.6
3.3
4.0
153.9
160.6
153.9
160.6
Total
$697.2
$693.5
$1,520.3
$1,409.8
$648.0
$544.6
$2,865.5
$2,647.9
$14,043.9
$12,153.4
$16,909.4
$14,801.3
(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:
November 30, 2025
Issuer Risk
Counterparty Risk
Issuer and Counterparty Risk
$ in millions
Fair Value of
Long Debt
Securities
Fair Value of
Short Debt
Securities
Net Derivative
Notional
Exposure
Loans and
Lending
Securities and
Margin
Finance
OTC
Derivatives
Cash and
Cash
Equivalents
Excluding
Cash and
Cash
Equivalents
Including
Cash and
Cash
Equivalents
Canada
$175.2
$(152.5)
$46.3
$
$56.9
$373.3
$
$499.2
$499.2
United Kingdom
1,391.5
(806.6)
(260.2)
0.9
44.6
84.1
7.8
454.3
462.1
Hong Kong
54.6
(41.0)
1.7
24.3
294.9
39.6
334.5
Australia
837.8
(611.8)
(87.4)
11.6
0.2
92.8
150.4
243.2
France
628.5
(405.8)
(131.4)
0.9
149.2
0.1
241.4
241.5
Japan
1,570.6
(1,929.7)
364.7
67.6
0.1
140.0
73.3
213.3
Spain
546.6
(341.8)
(76.3)
74.9
0.2
1.1
203.6
204.7
India
19.9
(17.8)
0.6
198.9
2.7
201.6
Sweden
250.9
(168.4)
52.7
10.5
135.2
145.7
Taiwan
1,119.2
(903.9)
(172.2)
101.5
144.6
144.6
Total
$6,594.8
$(5,379.3)
$(261.5)
$1.8
$530.6
$457.9
$746.1
$1,944.3
$2,690.4
November 30, 2024
Issuer Risk
Counterparty Risk
Issuer and Counterparty Risk
$ in millions
Fair Value of
Long Debt
Securities
Fair Value of
Short Debt
Securities
Net Derivative
Notional
Exposure
Loans and
Lending
Securities and
Margin
Finance
OTC
Derivatives
Cash and
Cash
Equivalents
Excluding
Cash and
Cash
Equivalents
Including
Cash and
Cash
Equivalents
Canada
$259.2
$(280.1)
$109.7
$
$46.6
$360.1
$59.3
$495.5
$554.8
United Kingdom
1,332.5
(680.8)
(364.3)
0.1
95.8
76.5
37.9
459.8
497.7
France
592.2
(495.0)
7.7
0.1
184.9
1.6
291.5
291.5
Hong Kong
73.5
(36.5)
(6.0)
2.4
250.0
33.4
283.4
Spain
403.1
(263.6)
(6.0)
63.1
1.2
0.5
197.8
198.3
Netherlands
484.1
(450.4)
125.4
5.7
1.7
0.1
166.5
166.6
Japan
2,146.0
(2,093.5)
0.4
63.2
37.4
116.1
153.5
Australia
523.8
(426.8)
(16.8)
26.5
44.6
106.7
151.3
India
27.4
(29.7)
142.9
(2.3)
140.6
Italy
1,070.9
(569.3)
(402.9)
0.4
1.1
99.1
100.2
Total
$6,912.7
$(5,325.7)
$(552.8)
$0.2
$488.6
$441.1
$573.8
$1,964.1
$2,537.9
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.
Item 7A. Quantitative and Qualitative Disclosures About Market
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
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Management’s Report on Internal Control over Financial Reporting ......................................................................................................................................
41
Reports of Independent Registered Public Accounting Firm ...................................................................................................................................................
42
Consolidated Statements of Financial Condition ......................................................................................................................................................................
45
Consolidated Statements of Earnings .........................................................................................................................................................................................
46
Consolidated Statements of Comprehensive Income ..............................................................................................................................................................
47
Consolidated Statements of Changes in Equity .........................................................................................................................................................................
48
Consolidated Statements of Cash Flows ....................................................................................................................................................................................
49
Notes to Consolidated Financial Statements .............................................................................................................................................................................
51
41
Jefferies Financial Group Inc.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated our internal control over financial reporting as of November 30, 2025. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated
Framework (2013). As a result of this assessment and based on the criteria in this framework, management has concluded that, as of
November 30, 2025, our internal control over financial reporting was effective.
Deloitte & Touche LLP, our independent registered public accounting firm, has audited and issued a report on our internal control over
financial reporting, which appears on page 44.
November 2025 Form 10-K
42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Jefferies Financial Group Inc. and subsidiaries
(the “Company”) as of November 30, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, changes
in equity, and cash flows, for each of the three years in the period ended November 30, 2025, and the related notes and the schedules
listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of November 30, 2025 and 2024, and the results of its
operations and its cash flows for each of the three years in the period ended November 30, 2025, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
January 28, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a
critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant unobservable inputs
or complex models/methodologies - Refer to Note 2 and Note 5 to the financial statements
Critical Audit Matter Description
The Company estimates fair value for certain financial assets and liabilities utilizing models and unobservable inputs. Unlike the fair
value of other assets and liabilities which are readily observable and therefore more easily independently corroborated, these financial
assets and liabilities are not actively traded or quoted prices are available but traded less frequently, and fair value is determined based
on significant judgments such as models, inputs and valuation methodologies.
We identified the valuation of financial assets and liabilities measured at fair value on a recurring basis that incorporate significant
unobservable inputs or complex models/methodologies as a critical audit matter because of the pricing inputs, complexity of models
and/or methodologies used by management and third-party specialists to estimate fair value. The valuations involve a high degree of
auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant
quantitative and modeling experience, to audit and evaluate the appropriateness of the models and inputs.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures for financial assets and liabilities that incorporate significant unobservable inputs or complex models/
methodologies included the following procedures, among others:
We tested the design and operating effectiveness of the Company’s valuation controls, including the:
Independent price verification controls.
Pricing model controls which are designed to review a model’s theoretical soundness and its appropriateness.
With the assistance of our fair value specialists, we evaluated the reasonableness of management’s valuation methodology and
estimates by:
Developing independent valuation estimates and comparing such estimates to management’s recorded values.
43
Jefferies Financial Group Inc.
Comparing management’s assumptions and both observable and unobservable inputs to relevant audit evidence, including
external sources, where available.
We evaluated management’s ability to estimate fair value by comparing management’s valuation estimates to transactions or events
occurring after the valuation date, when available.
/s/ Deloitte & Touche LLP
New York, New York
January 28, 2026
We have served as the Company’s auditor since 2017.
November 2025 Form 10-K
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Jefferies Financial Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Jefferies Financial Group Inc. and subsidiaries (the “Company”) as of
November 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of November 30, 2025, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated financial statements as of and for the year ended November 30, 2025, of the Company and our report dated January
28, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
New York, New York
January 28, 2026
45
Jefferies Financial Group Inc.
Consolidated Statements of Financial Condition
November 30,
$ in thousands, except share and per share amounts
2025
2024
Assets
Cash and cash equivalents ...............................................................................................................................................................
$14,043,889
$12,153,414
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and depository
organizations (includes $120,414 of securities at fair value at November 30, 2024) .........................................................
917,697
1,132,612
Financial instruments owned, at fair value (includes securities pledged of $17,419,373 and $18,441,751) .......................
27,722,739
24,138,274
Investments in and loans to related parties ...................................................................................................................................
1,496,125
1,385,658
Securities borrowed ...........................................................................................................................................................................
8,295,161
7,213,421
Securities purchased under agreements to resell ........................................................................................................................
8,449,107
6,179,653
Securities received as collateral, at fair value ................................................................................................................................
200,495
185,588
Receivables:
Brokers, dealers and clearing organizations ...............................................................................................................................
4,310,143
2,666,591
Customers ........................................................................................................................................................................................
3,439,921
2,494,717
Fees, interest and other ..................................................................................................................................................................
806,324
663,536
Premises and equipment ..................................................................................................................................................................
1,246,470
1,194,720
Goodwill ...............................................................................................................................................................................................
1,837,570
1,827,938
Assets held for sale ...........................................................................................................................................................................
51,885
Other assets (includes assets pledged of $627,259 and $429,347) ..........................................................................................
3,246,706
3,072,302
Total assets ........................................................................................................................................................................................
$76,012,347
$64,360,309
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................................
$1,767,206
$443,160
Financial instruments sold, not yet purchased, at fair value .......................................................................................................
13,320,152
11,007,328
Securities loaned ................................................................................................................................................................................
2,540,759
2,540,861
Securities sold under agreements to repurchase .........................................................................................................................
12,156,737
12,337,935
Other secured financings (includes $425,964 and $24,848 at fair value) .................................................................................
2,885,878
2,183,000
Obligation to return securities received as collateral, at fair value .............................................................................................
200,495
185,588
Payables:
Brokers, dealers and clearing organizations ...............................................................................................................................
6,955,100
3,686,367
Customers ........................................................................................................................................................................................
5,216,714
4,073,975
Lease liabilities ...................................................................................................................................................................................
594,097
635,306
Accrued expenses and other liabilities ...........................................................................................................................................
3,836,709
3,510,831
Long-term debt (includes $3,734,843 and $2,351,346 at fair value) ..........................................................................................
15,895,891
13,530,565
Total liabilities ....................................................................................................................................................................................
65,369,738
54,134,916
Mezzanine Equity
Redeemable noncontrolling interests .............................................................................................................................................
406
406
Equity
Series B preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and outstanding
55
55
Common shares, par value $1 per share, authorized 565,000,000 shares; 206,296,167 and 205,504,272 shares issued
and outstanding, after deducting 114,821,903 and 115,613,798 shares held in treasury ..................................................
206,296
205,504
Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and
outstanding ....................................................................................................................................................................................
Additional paid-in capital ..................................................................................................................................................................
2,177,954
2,104,199
Accumulated other comprehensive loss ........................................................................................................................................
(384,434)
(423,131)
Retained earnings ..............................................................................................................................................................................
8,574,825
8,270,145
Total Jefferies Financial Group Inc. shareholders' equity ..........................................................................................................
10,574,696
10,156,772
Noncontrolling interests ...................................................................................................................................................................
67,507
68,215
Total equity .........................................................................................................................................................................................
10,642,203
10,224,987
Total liabilities and equity ................................................................................................................................................................
$76,012,347
$64,360,309
See accompanying notes to consolidated financial statements.
November 2025 Form 10-K
46
Consolidated Statements of Earnings
Year Ended November 30,
$ in thousands, except per share amounts
2025
2024
2023
Revenues
Investment banking ..........................................................................................................................................
$3,799,290
$3,309,060
$2,169,366
Principal transactions ......................................................................................................................................
1,610,960
1,816,963
1,413,283
Commissions and other fees ..........................................................................................................................
1,322,753
1,085,349
905,665
Asset management fees and revenues .........................................................................................................
130,673
86,106
82,574
Interest ................................................................................................................................................................
3,402,317
3,543,497
2,868,674
Other ...................................................................................................................................................................
557,684
674,094
1,837
Total revenues ..................................................................................................................................................
10,823,677
10,515,069
7,441,399
Interest expense ................................................................................................................................................
3,479,926
3,480,266
2,740,982
Net revenues .....................................................................................................................................................
7,343,751
7,034,803
4,700,417
Non-interest expenses
Compensation and benefits ............................................................................................................................
3,860,255
3,659,588
2,535,272
Brokerage and clearing fees ............................................................................................................................
489,203
432,721
366,702
Underwriting costs ............................................................................................................................................
85,838
68,492
61,082
Technology and communications ..................................................................................................................
598,187
546,655
477,028
Occupancy and equipment rental ...................................................................................................................
126,414
118,611
106,051
Business development .....................................................................................................................................
335,683
283,459
177,541
Professional services .......................................................................................................................................
313,821
296,204
266,447
Depreciation and amortization ........................................................................................................................
192,281
190,326
112,201
Cost of sales ......................................................................................................................................................
190,934
206,283
29,435
Other expenses ..................................................................................................................................................
280,146
226,918
214,389
Total non-interest expenses ...........................................................................................................................
6,472,762
6,029,257
4,346,148
Earnings from continuing operations before income taxes .......................................................................
870,989
1,005,546
354,269
Income tax expense ..........................................................................................................................................
184,570
293,194
91,881
Net earnings from continuing operations .....................................................................................................
686,419
712,352
262,388
Net (losses) earnings from discontinued operations (including gain on disposal of $0, $3,493, $0),
net of income tax (expense) benefit of $(4,374), $17,063, and $0 ........................................................
(4,374)
3,667
Net earnings ......................................................................................................................................................
682,045
716,019
262,388
Net losses attributable to noncontrolling interests .....................................................................................
(28,430)
(27,364)
(14,846)
Net losses attributable to redeemable noncontrolling interests ...............................................................
(454)
Preferred stock dividends ................................................................................................................................
79,684
74,110
14,616
Net earnings attributable to common shareholders ..................................................................................
$630,791
$669,273
$263,072
Earnings per common share
Basic from continuing operations ..................................................................................................................
$2.95
$3.05
$1.12
Diluted from continuing operations ................................................................................................................
2.85
2.96
1.10
Basic ...................................................................................................................................................................
2.93
3.08
1.12
Diluted .................................................................................................................................................................
2.83
2.99
1.10
Weighted-average common shares outstanding
Basic ...................................................................................................................................................................
215,096
217,079
232,609
Diluted .................................................................................................................................................................
222,746
223,650
236,620
See accompanying notes to consolidated financial statements.
47
Jefferies Financial Group Inc.
Consolidated Statements of Comprehensive Income
Year Ended November 30,
$ in thousands
2025
2024
2023
Net earnings .......................................................................................................................................................
$682,045
$716,019
$262,388
Other comprehensive income (loss), net of tax: ............................................................................................
Currency translation adjustments and other (1) ...........................................................................................
28,561
(11,300)
57,530
Changes in fair value related to instrument-specific credit risk (2) ...........................................................
5,976
(24,718)
(77,420)
Minimum pension liability adjustments (3) ...................................................................................................
3,550
6,243
2,467
Unrealized gains on available-for-sale securities ........................................................................................
610
2,189
1,297
Total other comprehensive income (loss), net of tax (4) ............................................................................
38,697
(27,586)
(16,126)
Comprehensive income .....................................................................................................................................
720,742
688,433
246,262
Net losses attributable to noncontrolling interests .......................................................................................
(28,430)
(27,364)
(14,846)
Net losses attributable to redeemable noncontrolling interests .................................................................
(454)
Preferred stock dividends .................................................................................................................................
79,684
74,110
14,616
Comprehensive income attributable to common shareholders ................................................................
$669,488
$641,687
$246,946
(1)Includes income tax expense of $13.9 million, $1.6 million and $3.1 million for the years ended November 30, 2025, 2024 and 2023, respectively.
(2)Includes income tax expense of $7.9 million for the year ended November 30, 2025 and income tax benefit of $9.0 million and $29.0 million for the years ended
November 30, 2024 and 2023, respectively.
(3)Includes income tax expense of $1.2 million and $2.2 million for the years ended November 30, 2025 and 2024, respectively.
(4)Includes unrealized losses of $2.2 million for the year ended November 30, 2024 related to currency translation adjustments attributable to noncontrolling interests.
See accompanying notes to consolidated financial statements.
November 2025 Form 10-K
48
Consolidated Statements of Changes in Equity
$ in thousands, except share amounts
Year Ended November 30,
2025
2024
2023
Preferred shares $1 par value
Balance, beginning of period ...........................................................................................................................
$55
$42
$
Conversion of common shares to preferred shares .................................................................................
13
42
Balance, end of period .....................................................................................................................................
$55
$55
$42
Common shares $1 par value
Balance, beginning of period ...........................................................................................................................
$205,504
$210,627
$226,130
Purchase of common shares for treasury ..................................................................................................
(735)
(1,089)
(4,887)
Conversion of 125,000 preferred shares to common shares ..................................................................
4,654
Conversion of common shares to preferred shares .................................................................................
(6,562)
(21,000)
Other .................................................................................................................................................................
1,527
2,528
5,730
Balance, end of period .....................................................................................................................................
$206,296
$205,504
$210,627
Additional paid-in capital
Balance, beginning of period ...........................................................................................................................
$2,104,199
$2,044,859
$1,967,781
Share-based compensation expense ..........................................................................................................
88,227
63,119
45,360
Change in fair value of redeemable noncontrolling interests ..................................................................
(390)
Purchase of common shares for treasury ..................................................................................................
(57,780)
(43,223)
(164,515)
Conversion of 125,000 preferred shares to common shares ..................................................................
120,346
Dividend equivalents ......................................................................................................................................
31,666
19,016
24,140
Conversion of common shares to preferred shares .................................................................................
16,393
52,458
Change in equity interest related to consolidated subsidiaries ..............................................................
(3,200)
(2,631)
(6,307)
Other .................................................................................................................................................................
14,842
6,666
5,986
Balance, end of period .....................................................................................................................................
$2,177,954
$2,104,199
$2,044,859
Accumulated other comprehensive loss, net of tax
Balance, beginning of period ...........................................................................................................................
$(423,131)
$(395,545)
$(379,419)
Other comprehensive income (loss), net of tax .........................................................................................
38,697
(27,586)
(16,126)
Balance, end of period .....................................................................................................................................
$(384,434)
$(423,131)
$(395,545)
Retained earnings
Balance, beginning of period ...........................................................................................................................
$8,270,145
$7,849,844
$8,418,354
Net earnings attributable to Jefferies Financial Group Inc. .....................................................................
710,475
743,383
275,670
Dividends - common shares ($1.60, $1.30, and $1.20 per share) ...........................................................
(361,696)
(290,086)
(290,135)
Dividends - preferred shares .........................................................................................................................
(44,100)
(31,894)
(12,600)
Cumulative effect of change in accounting principle for current expected credit losses, net of tax
(644)
(14,813)
Distribution of Vitesse Energy, Inc. ..............................................................................................................
(526,964)
Other .................................................................................................................................................................
1
(458)
332
Balance, end of period .....................................................................................................................................
$8,574,825
$8,270,145
$7,849,844
Total Jefferies Financial Group Inc. shareholders' equity .........................................................................
$10,574,696
$10,156,772
$9,709,827
Noncontrolling interests
Balance, beginning of period ...........................................................................................................................
$68,215
$92,308
$62,633
Net losses attributable to noncontrolling interests ...................................................................................
(28,430)
(27,364)
(14,846)
Contributions ...................................................................................................................................................
18,209
10,039
78,247
Distributions ....................................................................................................................................................
(14,034)
(13,407)
(31,433)
Other .................................................................................................................................................................
23,547
6,639
(2,293)
Balance, end of period .....................................................................................................................................
$67,507
$68,215
$92,308
Total equity ........................................................................................................................................................
$10,642,203
$10,224,987
$9,802,135
See accompanying notes to consolidated financial statements.
49
Jefferies Financial Group Inc.
Consolidated Statements of Cash Flows
Year Ended November 30,
$ in thousands
2025
2024
2023
Cash flows from operating activities:
Net earnings .......................................................................................................................................................
$682,045
$716,019
$262,388
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization .....................................................................................................................
201,906
197,850
113,473
Deferred income taxes ..................................................................................................................................
109,937
(4,131)
10,462
Share-based compensation ..........................................................................................................................
88,227
63,119
45,360
Net bad debt expense ....................................................................................................................................
24,426
52,451
67,009
(Income) losses on investments in and loans to related parties ............................................................
(95,275)
(86,466)
192,197
Distributions received on investments in related parties .........................................................................
104,616
60,039
58,336
Gain on sale of subsidiaries and investments in related parties .............................................................
(59,105)
Loss on assets held for sale .........................................................................................................................
12,566
Other adjustments ..........................................................................................................................................
492,481
264,680
(99,784)
Net change in assets and liabilities:
Securities deposited with clearing and depository organizations ..........................................................
(110,198)
Receivables:
Brokers, dealers and clearing organizations ...........................................................................................
(1,641,314)
(287,820)
(436,029)
Customers ....................................................................................................................................................
(945,204)
(790,292)
(480,487)
Fees, interest and other ..............................................................................................................................
(151,506)
(69,280)
(103,870)
Securities borrowed .......................................................................................................................................
(1,079,449)
(23,601)
(1,307,125)
Financial instruments owned .......................................................................................................................
(3,447,283)
(2,416,306)
(2,843,554)
Securities purchased under agreements to resell .....................................................................................
(2,261,455)
(237,567)
(1,263,278)
Other assets ....................................................................................................................................................
(359,330)
(339,141)
(551,926)
Payables:
Brokers, dealers and clearing organizations ...........................................................................................
3,266,151
(48,889)
1,054,135
Customers ....................................................................................................................................................
1,142,739
113,418
83,181
Securities loaned ............................................................................................................................................
(2,464)
702,646
431,423
Financial instruments sold, not yet purchased ..........................................................................................
2,302,187
(234,747)
(8,894)
Securities sold under agreements to repurchase ......................................................................................
(188,543)
1,427,068
3,324,482
Lease liabilities ...............................................................................................................................................
(65,791)
(65,417)
(52,129)
Accrued expenses and other liabilities .......................................................................................................
315,190
925,006
(318,798)
Net cash used in operating activities from continuing operations ..........................................................
(1,495,143)
(140,466)
(1,933,626)
Net cash (used in) provided by operating activities from discontinued operations .............................
(4,374)
(68,789)
Cash flows from investing activities:
Contributions to investments in and loans to related parties ..................................................................
(953,024)
(1,080,358)
(251,751)
Capital distributions from investments and repayments of loans from related parties ......................
834,842
936,684
116,750
Originations and purchases of automobile loans, notes and other receivables ...................................
(89,540)
(441,583)
Principal collections of automobile loans, notes and other receivables ................................................
83,268
350,348
Net payments on premises and equipment ...............................................................................................
(207,467)
(250,584)
(1,155)
Proceeds from assets held for sale .............................................................................................................
26,843
Net cash acquired in business acquisitions ...............................................................................................
215,187
Proceeds from sales of subsidiary and investment in related parties, net of cash of operations
sold ..............................................................................................................................................................
610,843
Net cash (used in) provided by investing activities from continuing operations ..................................
(298,806)
210,313
(12,204)
November 2025 Form 10-K
50
Consolidated Statements of Cash Flows
Year Ended November 30,
$ in thousands
2025
2024
2023
Cash flows from financing activities:
Proceeds from short-term borrowings ........................................................................................................
$10,360,275
$6,219,084
$5,413,000
Payments on short-term borrowings ...........................................................................................................
(9,037,414)
(6,743,153)
(5,010,868)
Proceeds from issuance of long-term debt, net of issuance costs ........................................................
6,043,025
5,952,286
2,209,672
Repayment of long-term debt .......................................................................................................................
(4,059,438)
(2,427,653)
(1,282,369)
Proceeds from conversion of common to preferred shares ...................................................................
9,844
31,500
Purchase of common shares for treasury ..................................................................................................
(58,515)
(44,312)
(169,402)
Dividends paid to common and preferred shareholders ..........................................................................
(374,130)
(302,964)
(278,595)
Net proceeds from other secured financings ............................................................................................
702,959
877,962
89,073
Net change in bank overdrafts .....................................................................................................................
(2,184)
(23,933)
52,054
Proceeds from contributions of noncontrolling interests ........................................................................
18,209
10,039
Payments on distributions to noncontrolling interests ............................................................................
(14,034)
(13,407)
Other .................................................................................................................................................................
13,170
6,104
6,059
Net cash provided by financing activities from continuing operations ...................................................
3,591,923
3,519,897
1,060,124
Net cash used in financing activities from discontinued operations ......................................................
(170,631)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ................................
2,372
(2,246)
54,911
Change in cash, cash equivalents, and restricted cash reclassified from (to) assets held for sale .....
(13,224)
(45,691)
Net increase (decrease) in cash, cash equivalents, and restricted cash ..................................................
1,795,974
3,348,078
(830,795)
Cash, cash equivalents, and restricted cash at beginning of period .........................................................
13,165,612
9,830,758
10,707,244
Cash, cash equivalents, and restricted cash at end of period ...................................................................
$14,961,586
$13,165,612
$9,830,758
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .............................................................................................................................................................
$3,478,237
$3,440,878
$2,348,061
Income taxes, net (1) .....................................................................................................................................
291,970
257,503
159,359
(1)Includes the purchase of tax credits in the aggregate of $163.6 million for the year ended November 30, 2025.
Noncash investing activities:
During the year ended November 30, 2025, we donated land with a fair market value of $5.7 million.
During the year ended November 30, 2025 and 2024, we had stock distributions of $0.4 million and $0.6 million, respectively, from our
equity method investments.
During the year ended November 30, 2023, we had acquisition related activity attributable to Vitesse Oil, LLC of $30.6 million.
Noncash financing activities:
During the year ended November 30, 2023, we had capital distributions of $527.0 million and $31.4 million to our shareholders and
noncontrolling interest holders, respectively, related to the spin-off of Vitesse Energy, Inc.
During the year ended November 30, 2023, preferred shares of $125.0 million were converted to common shares.
Cash, cash equivalents and restricted cash by category in our Consolidated Statements of Financial Condition:
November 30,
$ in thousands
2025
2024
Cash and cash equivalents ...........................................................................................................................................
$14,043,889
$12,153,414
Cash on deposit for regulatory purposes with clearing and depository organizations .......................................
917,697
1,012,198
Total cash, cash equivalents and restricted cash ....................................................................................................
$14,961,586
$13,165,612
See accompanying notes to consolidated financial statements.
51
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Index
Page
Note 1. Organization and Basis of Presentation ......................................................................................................................................................................
52
Note 2. Summary of Significant Accounting Policies .............................................................................................................................................................
52
Note 3. Accounting Developments ............................................................................................................................................................................................
58
Note 4. Business Acquisitions and Discontinued Operations ................................................................................................................................................
59
Note 5. Fair Value Disclosures ....................................................................................................................................................................................................
60
Note 6. Derivative Financial Instruments ..................................................................................................................................................................................
72
Note 7. Collateralized Transactions ...........................................................................................................................................................................................
75
Note 8. Securitization Activities .................................................................................................................................................................................................
78
Note 9. Variable Interest Entities ................................................................................................................................................................................................
78
Note 10. Investments ...................................................................................................................................................................................................................
81
Note 11. Credit Losses on Financial Assets Measured at Amortized Cost .........................................................................................................................
85
Note 12. Goodwill and Intangible Assets ..................................................................................................................................................................................
85
Note 13. Revenues from Contracts with Customers ...............................................................................................................................................................
87
Note 14. Compensation Plans ....................................................................................................................................................................................................
89
Note 15. Benefit Plans .................................................................................................................................................................................................................
92
Note 16. Leases ............................................................................................................................................................................................................................
93
Note 17. Borrowings .....................................................................................................................................................................................................................
94
Note 18. Total Equity ....................................................................................................................................................................................................................
96
Note 19. Income Taxes ................................................................................................................................................................................................................
98
Note 20. Commitments, Contingencies and Guarantees .......................................................................................................................................................
100
Note 21. Regulatory Requirements ............................................................................................................................................................................................
101
Note 22. Segment Reporting .......................................................................................................................................................................................................
102
Note 23. Related Party Transactions .........................................................................................................................................................................................
103
November 2025 Form 10-K
52
Notes to Consolidated Financial Statements
Note 1. Organization and Basis of Presentation
Organization
Jefferies Financial Group Inc. is a U.S.-headquartered global
investment banking and capital markets firm. The accompanying
Consolidated Financial Statements represent the accounts of
Jefferies Financial Group Inc. and subsidiaries (together, the
“Company,” “we” or “us”). We, collectively with our consolidated
subsidiaries and through our affiliates, deliver a broad range of
financial services across investment banking, capital markets
and asset management.
We operate in two reportable business segments: (1) Investment
Banking and Capital Markets and (2) Asset Management. The
Investment Banking and Capital Markets reportable business
segment includes our capital markets activities and our
investment banking business, which provides underwriting and
financial advisory services to our clients. We operate in the
Americas; Europe and the Middle East; and Asia-Pacific.
Investment Banking and Capital Markets also includes our
corporate lending joint venture (“Jefferies Finance LLC” or
“Jefferies Finance”), our commercial real estate joint venture
(“Berkadia Commercial Holding LLC” or “Berkadia”) and
historically our automobile lending and servicing activities (sold
in April 2024). The Asset Management reportable business
segment provides alternative investment management services
to investors globally and generates investment income from
capital invested in and managed by us or our affiliated asset
managers, and includes certain remaining businesses and assets
of our legacy merchant banking portfolio.
During the fourth quarter of 2023, we acquired Stratos Group
International (“Stratos”) and OpNet S.p.A. (“OpNet”), investments
in our legacy merchant banking portfolio which became
consolidated subsidiaries. In April 2024, we finalized the sale of
Foursight Capital LLC (“Foursight”). In August 2024, OpNet sold
substantially all of its wholesale operating assets to Wind Tre
S.p.A., a subsidiary of CK Hutchison Group Telecom Holdings
Ltd. Refer to Note 4, Business Acquisitions and Discontinued
Operations for further information.
Basis of Presentation
The accompanying Consolidated Financial Statements have been
prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) for financial information.
We have made a number of estimates and assumptions relating
to the reporting of assets and liabilities, the disclosure of
contingent assets and liabilities and the reported amounts of
revenues and expenses during the reporting period to prepare
these consolidated financial statements in conformity with U.S.
GAAP. The most important of these estimates and assumptions
relate to fair value measurements, compensation and benefits,
goodwill and intangible assets and the accounting for income
taxes. Although these and other estimates and assumptions are
based on the best available information, actual results could be
materially different from these estimates.
Certain prior period amounts in our Consolidated Financial
Statements and respective notes have been reclassified to be
consistent with the current period presentation. Such
reclassifications had no impact on net earnings, total assets,
total liabilities, or stockholders’ equity.
Consolidation
Our policy is to consolidate all entities that we control by
ownership of a majority of the outstanding voting stock. In
addition, we consolidate entities that meet the definition of a
variable interest entity (“VIE”) for which we are the primary
beneficiary. The primary beneficiary is the party who has the
power to direct the activities of a VIE that most significantly
impact the entity’s economic performance and who has an
obligation to absorb losses of the entity or a right to receive
benefits from the entity that could potentially be significant to the
entity. For consolidated entities that are less than wholly-owned,
the third-party’s holding of equity interest is presented as
Noncontrolling interests in our Consolidated Statements of
Financial Condition and Consolidated Statements of Changes in
Equity. The portion of net earnings attributable to the
noncontrolling interests is presented as Net earnings (losses)
attributable to noncontrolling interests in our Consolidated
Statements of Earnings.
In situations in which we have significant influence, but not
control, of an entity that does not qualify as a VIE, we apply either
the equity method of accounting or fair value accounting
pursuant to the fair value option election under U.S. GAAP, with
our portion of net earnings or gains and losses recorded in Other
revenues or Principal transactions revenues, respectively. We
also have formed nonconsolidated investment vehicles with
third-party investors that are typically organized as partnerships
or limited liability companies and are carried at fair value. We act
as general partner or managing member for these investment
vehicles and have generally provided the third-party investors
with termination or “kick-out” rights.
Intercompany accounts and transactions are eliminated in
consolidation.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition Policies
Commissions and Other Fees. All customer securities
transactions are reported in our Consolidated Statements of
Financial Condition on a settlement date basis with related
income reported on a trade-date basis. We permit institutional
customers to allocate a portion of their gross commissions to
pay for research products and other services provided by third
parties. The amounts allocated for those purposes are commonly
referred to as soft dollar arrangements. These arrangements are
accounted for on an accrual basis and, as we are acting as an
agent in these arrangements, netted against commission
revenues. In addition, we earn asset-based fees associated with
the management and supervision of assets, account services and
administration related to customer accounts. We also earn
commissions on execution services provided to customers in
facilitating prime brokerage services.
Principal Transactions. Financial instruments owned and
Financial instruments sold, not yet purchased are carried at fair
value with gains and losses reflected in Principal transactions
revenues, except for derivatives accounted for as hedges (refer
to “Hedge Accounting” section herein and Note 6, Derivative
Financial Instruments). Fees received on loans carried at fair
value are also recorded in Principal transactions revenues.
Investment Banking. Advisory fees from mergers and acquisitions
engagements are recognized at a point in time when the related
transaction is completed. Advisory retainer fees from
restructuring engagements are recognized over time using a time
elapsed measure of progress. Expenses associated with
53
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
investment banking advisory engagements are deferred only to
the extent they are explicitly reimbursable by the client and the
related revenue is recognized at a point in time. All other
investment banking advisory related expenses, including
expenses incurred related to restructuring advisory engagements,
are expensed as incurred. All investment banking advisory
expenses are recognized within their respective expense
category on the Consolidated Statements of Earnings and any
expenses reimbursed by clients are recognized as Investment
banking revenues.
Underwriting and placement agent revenues are recognized at a
point in time on trade-date. Costs associated with underwriting
activities are deferred until the related revenue is recognized or
the engagement is otherwise concluded and are recorded on a
gross basis within Underwriting costs.
Asset Management Fees and Revenues. Asset management fees
and revenues consist of asset management fees, as well as
revenues from strategic affiliates pursuant to arrangements,
which entitle us to portions of the revenues and/or profits of the
affiliated managers and perpetual rights to certain defined
revenues for a given revenue share period. Revenue from
strategic affiliates pursuant to such arrangements is recognized
at the end of the defined revenue or profit share period when the
revenues have been realized and all contingencies have been
resolved.
Management and administrative fees are generally recognized
over the period that the related service is provided. Performance
fee revenue is generally recognized only at the end of the
performance period to the extent that the benchmark return has
been met.
Interest Revenue and Expense. We recognize contractual interest
on Financial instruments owned and Financial instruments sold,
not yet purchased, on an accrual basis as a component of
interest revenue and expense. Interest flows on derivative trading
transactions and dividends are included as part of the fair
valuation of these contracts and recognized in Principal
transactions revenues rather than as a component of interest
revenue or expense. We account for our short- and long-term
borrowings at amortized cost, except for those for which we have
elected the fair value option, with related interest recorded on an
accrual basis as Interest expense. Discounts/premiums arising
on our long-term debt are accreted/amortized to Interest expense
using the effective yield method over the remaining lives of the
underlying debt obligations. We recognize interest revenue
related to our securities borrowed and securities purchased
under agreements to resell activities and interest expense related
to our securities loaned and securities sold under agreements to
repurchase activities on an accrual basis. In addition, we
recognize interest income as earned on brokerage customer
margin balances and interest expense as incurred on credit
balances.
Other Revenues. Other revenues include revenue from the sale of
real estate and revenues from providing internet connection and
broadband services. Revenues from the sales of real estate are
recognized at a point in time when the related transaction is
complete. If performance obligations under the contract with a
customer related to a parcel of real estate are not yet complete
when title transfers to the buyer, revenue associated with the
incomplete performance obligations is deferred until the
performance obligation is completed. Revenues from internet
connection services are recognized based on volume based
pricing and revenue from activating broadband services are
recognized on a straight-line basis over a two year period. Fees
related to selling and licensing information and data to clients is
recognized ratably over the related contract service period.
Cash Equivalents
Cash equivalents include highly liquid investments, including
money market funds and certificates of deposit, not held for
resale with original maturities of three months or less.
Cash and Securities Segregated and on Deposit for Regulatory
Purposes or Deposited with Clearing and Depository
Organizations
In accordance with Rule 15c3-3 of the Securities Exchange Act of
1934, Jefferies LLC as a broker-dealer carrying client accounts, is
subject to requirements related to maintaining cash or qualified
securities in a segregated reserve account for the exclusive
benefit of its clients. Certain other entities are also obligated by
rules mandated by their primary regulators to segregate or set
aside cash or equivalent securities to satisfy regulations,
promulgated to protect customer assets. In addition, certain
exchange and/or clearing organizations require cash and/or
securities to be deposited by us to conduct day-to-day activities.
Amounts may also include cash and cash equivalents that are
restricted for other business purposes.
Financial Instruments and Fair Value
Financial instruments owned and Financial instruments sold, not
yet purchased are recorded at fair value, either as required by
accounting pronouncements or through the fair value option
election. These instruments primarily represent our trading
activities and include both cash and derivative products. Our
derivative products are acquired or originated for trading
purposes and are included within operating activities on our
Consolidated Statements of Cash Flows. Gains and losses are
recognized in Principal transactions revenues. 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).
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 as follows:
November 2025 Form 10-K
54
Notes to Consolidated Financial Statements
Level 1:
Quoted prices are available in active markets for
identical assets or liabilities at the reported date.
Valuation adjustments and block discounts are not
applied to Level 1 instruments.
Level 2:
Pricing inputs other than quoted prices in active
markets, which are either directly or indirectly
observable at the reported date. The nature of these
financial instruments include cash instruments for
which quoted prices are available but traded less
frequently, derivative instruments for which fair values
have been derived using model inputs that are directly
observable in the market, or can be derived principally
from, or corroborated by, observable market data, and
financial instruments that are fair valued by reference
to other similar financial instruments, the parameters
of which can be directly observed.
Level 3:
Instruments that have little to no pricing observability
at the reported date. These financial instruments are
measured using management’s best estimate of fair
value, where the inputs into the determination of fair
value require significant management judgment or
estimation.
Certain financial instruments have bid and ask prices that can be
observed in the marketplace. For financial instruments whose
inputs are based on bid-ask prices, the financial instrument is
valued at the point within the bid-ask range that meets our best
estimate of fair value. We use prices and inputs that are current
at the measurement date. For financial instruments that do not
have readily determinable fair values using quoted market prices,
the determination of fair value is based on the best available
information, taking into account the types of financial
instruments, current financial information, restrictions (if any) on
dispositions, fair values of underlying financial instruments and
quotations for similar instruments.
The valuation of financial instruments may include the use of
valuation models and other techniques. Adjustments to
valuations derived from valuation models are permitted based on
management’s judgment, which takes into consideration the
features of the financial instrument such as its complexity, the
market in which the financial instrument is traded and underlying
risk uncertainties about market conditions. Adjustments from the
price derived from a valuation model reflect management’s
judgment that other participants in the market for the financial
instrument being measured at fair value would also consider in
valuing that same financial instrument. To the extent that
valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value
requires more judgment.
The availability of observable inputs can vary and is affected by a
wide variety of factors, including, for example, the type of
financial instrument and market conditions. As the observability
of prices and inputs may change for a financial instrument from
period to period, this condition may cause a transfer of an
instrument among the fair value hierarchy levels. The degree of
judgment exercised in determining fair value is greatest for
instruments categorized within Level 3.
Securities Borrowed and Securities Loaned
Securities borrowed and securities loaned are carried at the
amounts of cash collateral advanced and received in connection
with the transactions and accounted for as collateralized
financing transactions. In connection with both trading and
brokerage activities, we borrow securities to cover short sales
and to complete transactions in which customers have failed to
deliver securities by the required settlement date and lend
securities to other brokers and dealers for similar purposes.
When we borrow securities, we generally provide cash to the
lender as collateral, which is reflected in our Consolidated
Statements of Financial Condition as Securities borrowed. We
earn interest revenues on this cash collateral. Similarly, when we
lend securities to another party, that party provides cash to us as
collateral, which is reflected in our Consolidated Statements of
Financial Condition as Securities loaned. We pay interest expense
on the cash collateral received from the party borrowing the
securities. The initial collateral advanced or received
approximates or is greater than the fair value of the securities
borrowed or loaned. We monitor the fair value of the securities
borrowed and loaned on a daily basis and request additional
collateral or return excess collateral, as appropriate. In instances
where the Company receives securities as collateral in
connection with securities-for-securities transactions in the
which the Company is the lender of securities and is permitted to
sell or repledge the securities received as collateral, the Company
reports the fair value of the collateral received and the related
obligation to return the collateral in the Company’s Consolidated
Statements of Financial Condition.
Securities Purchased Under Agreements to Resell and Securities
Sold Under Agreements to Repurchase
Securities purchased under agreements to resell and Securities
sold under agreements to repurchase (collectively “repos”) are
accounted for as collateralized financing transactions and are
recorded at their contracted resale or repurchase amount plus
accrued interest. We earn and incur interest over the term of the
repo, which is reflected in Interest revenue and Interest expense
on an accrual basis. Repos are presented in our Consolidated
Statements of Financial Condition on a net-basis by counterparty,
where permitted by U.S. GAAP. We monitor the fair value of the
underlying securities daily versus the related receivable or
payable balances. Should the fair value of the underlying
securities decline or increase, additional collateral is requested or
excess collateral is returned, as appropriate.
Offsetting of Derivative Financial Instruments and Securities
Financing Agreements
To manage our exposure to credit risk associated with our
derivative activities and securities financing transactions, we may
enter into International Swaps and Derivative Association, Inc.
(“ISDA”) master netting agreements, master securities lending
agreements, master repurchase agreements or similar
agreements and collateral arrangements with counterparties. A
master agreement creates a single contract under which all
transactions between two counterparties are executed allowing
for trade aggregation and a single net payment obligation. Master
agreements provide protection in bankruptcy in certain
circumstances and, where legally enforceable, enable receivables
and payables with the same counterparty to be settled or
otherwise eliminated by applying amounts due against all or a
portion of an amount due from the counterparty or a third-party.
Under our ISDA master netting agreements, we typically also
execute credit support annexes, which provide for collateral,
either in the form of cash or securities, to be posted by or paid to
a counterparty based on the fair value of the derivative receivable
or payable based on the rates and parameters established in the
credit support annex.
55
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
In the event of the counterparty’s default, provisions of the
master agreement permit acceleration and termination of all
outstanding transactions covered by the agreement such that a
single amount is owed by, or to, the non-defaulting party. In
addition, any collateral posted can be applied to the net
obligations, with any excess returned; and the collateralized party
has a right to liquidate the collateral. Any residual claim after
netting is treated along with other unsecured claims in
bankruptcy court.
The conditions supporting the legal right of offset may vary from
one legal jurisdiction to another and the enforceability of master
netting agreements and bankruptcy laws in certain countries or in
certain industries is not free from doubt. The right of offset is
dependent both on contract law under the governing
arrangement and consistency with the bankruptcy laws of the
jurisdiction where the counterparty is located. Industry legal
opinions with respect to the enforceability of certain standard
provisions in respective jurisdictions are relied upon as a part of
managing credit risk. In cases where we have not determined an
agreement to be enforceable, the related amounts are not offset.
Master netting agreements are a critical component of our risk
management processes as part of reducing counterparty credit
risk and managing liquidity risk.
We are also a party to clearing agreements with various central
clearing parties. Under these arrangements, the central clearing
counterparty facilitates settlement between counterparties based
on the net payable owed or receivable due and, with respect to
daily settlement, cash is generally only required to be deposited
to the extent of the net amount. In the event of default, a net
termination amount is determined based on the market values of
all outstanding positions and the clearing organization or clearing
member provides for the liquidation and settlement of the net
termination amount among all counterparties to the open
contracts or transactions.
Securitization Activities
We engage in securitization activities related to corporate loans,
consumer loans, mortgage loans and mortgage-backed and other
asset-backed securities. Transfers of financial assets to secured
funding vehicles are accounted for as sales when we have
relinquished control over the transferred assets. The gain or loss
on sale of such financial assets depends, in part, on the previous
carrying amount of the assets involved in the transfer allocated
between the assets sold and the retained interests, if any, based
upon their respective fair values at the date of sale. We may
retain interests in the securitized financial assets as one or more
tranches of the securitization. These retained interests are
included in Financial instruments owned, at fair value. Any
changes in the fair value of such retained interests are
recognized in Principal transactions revenues.
When a transfer of assets does not meet the criteria of a sale, we
account for the transfer as a secured borrowing and continue to
recognize the assets of a secured borrowing in Financial
instruments owned and recognize the associated financing in
Other secured financings.
Investments in and Loans to Related Parties
Investments in and loans to related parties include investments
in operating entities in which we exercise significant influence
and investments in limited partnerships or certain limited liability
companies where our interest is more than minor. Investments in
and loans to related parties also includes loans made to these
investees as well as loans to private equity and other entities
considered to be integral to our asset management activities.
Investments in and loans to related parties are accounted for
using the equity method or at cost, as appropriate, and reviewed
for impairment when changes in circumstances may indicate a
decrease in value which is other than temporary. Revenues on
Investments in and loans to related parties are included in Other
revenues. Refer to Note 10, Investments, and Note 23, Related
Party Transactions for additional information regarding certain of
these investments.
Credit Losses
Financial assets measured at amortized cost are presented at
the net amount expected to be collected and the measurement of
credit losses and any expected increases in expected credit
losses are recognized in earnings. The estimate of expected
credit losses involves judgment and is based on an assessment
over the life of the financial instrument taking into consideration
current market conditions and reasonable and supportable
forecasts of expected future economic conditions.
Goodwill and Intangible Assets
Goodwill. Goodwill represents the excess acquisition cost over
the fair value of net tangible and intangible assets
acquired. Goodwill is not amortized and is subject to annual
impairment testing on August 1 for our Investment Banking,
Fixed Income, Equities and Asset Management reporting units,
on November 30 for other identified reporting units or between
annual tests if an event or change in circumstance occurs that
would more likely than not reduce the fair value of a reporting
unit below its carrying value. The goodwill impairment test is
performed at the reporting unit level by comparing the estimated
fair value of a reporting unit with its respective carrying value,
including goodwill and allocated intangible assets. If the fair
value is less than the carrying value, then an impairment loss is
recognized for the amount by which the carrying value of the
reporting unit exceeds the reporting unit’s fair value.
When assessing goodwill for impairment, first, a qualitative
assessment can be made to determine whether it is more likely
than not that the estimated fair value of a reporting unit is less
than its carrying value. If the results of the qualitative
assessment are not conclusive, a quantitative goodwill test is
performed. If the estimated fair value exceeds the carrying value,
goodwill at the reporting unit level is not impaired. Alternatively, a
quantitative goodwill test can be performed without performing a
qualitative assessment.
November 2025 Form 10-K
56
Notes to Consolidated Financial Statements
The fair value of a reporting unit is based on widely accepted
valuation techniques that we believe market participants would
use, although the valuation process requires significant judgment
and often involves the use of significant estimates and
assumptions. The methodologies we utilize in estimating the fair
value of reporting units include market valuation methods that
incorporate price-to-earnings and price-to-book multiples of
comparable exchange-traded companies and multiples of merger
and acquisitions of similar businesses and/or projected cash
flows. The estimates and assumptions used in determining fair
value could have a significant effect on whether or not an
impairment charge is recorded and the magnitude of such a
charge. Adverse market or economic events could result in
impairment charges in future periods.
Intangible Assets. Intangible assets deemed to have finite lives
are amortized on a straight-line basis over their estimated useful
lives, where the useful life is the period over which the asset is
expected to contribute directly, or indirectly, to our future cash
flows. Intangible assets are reviewed for impairment on an
interim basis when certain events or circumstances exist. For
intangible assets deemed to be impaired, an impairment loss is
recognized for the amount by which the intangible asset’s
carrying value exceeds its fair value. At least annually, the
remaining useful life is evaluated.
An intangible asset with an indefinite useful life is not amortized
but assessed for impairment annually, or more frequently, when
events or changes in circumstances occur indicating that it is
more likely than not that the indefinite-lived asset is impaired.
Impairment exists when the carrying amount exceeds its fair
value. In testing for impairment, we have the option to first
perform a qualitative assessment to determine whether it is more
likely than not that an impairment exists. If it is determined that it
is not more likely than not that an impairment exists, a
quantitative impairment test is not necessary. If we conclude
otherwise, we are required to perform a quantitative impairment
test.
Intangible assets are included in Other assets. Our annual
indefinite-lived intangible asset impairment testing date is August
1. To the extent an impairment loss is recognized, the loss
establishes the new cost basis of the asset that is amortized over
the remaining useful life of that asset, if any. Subsequent reversal
of impairment losses is not permitted.
Premises and Equipment
Premises and equipment consist of leasehold improvements,
furniture, fixtures, computer and communications equipment,
capitalized software (externally purchased and developed for
internal use) and owned aircraft. Furniture, fixtures, computer and
communications equipment, capitalized software are
depreciated using the straight-line method over the estimated
useful lives of the related assets (generally three to ten years).
Leasehold improvements are amortized using the straight-line
method over the term of the related leases or the estimated
useful lives of the assets, whichever is shorter. The carrying
values of internally developed software ready for its intended use
are depreciated over the remaining useful life of each capitalized
software.
At November 30, 2025 and 2024, premises and equipment (not
including right-of-use assets) amounted to $1.63 billion and
$1.51 billion, respectively. Accumulated depreciation and
amortization was $907.2 million and $816.1 million at
November 30, 2025 and 2024, respectively.
Depreciation and amortization expense amounted to $192.3
million, $190.3 million and $112.2 million for the years ended
November 30, 2025, 2024 and 2023, respectively.
Leases
For leases with an original term longer than one year, lease
liabilities are initially recognized on the lease commencement
date based on the present value of the future minimum lease
payments over the lease term, including non-lease components
such as fixed common area maintenance costs and other fixed
costs for generally all leases. A corresponding right-of-use
(“ROU”) asset is initially recognized equal to the lease liability
adjusted for any lease prepayments, initial direct costs and lease
incentives. The ROU assets are included within Premises and
equipment on our Consolidated Statements of Financial
Condition and are amortized over the lease term with the
resulting amortization expense included in Occupancy and
equipment rental in our Statements of Consolidated Earnings and
Other adjustments in our Consolidated Statements of Cash
Flows.
The discount rates used in determining the present value of
leases represent our collateralized borrowing rate considering
each lease’s term and currency of payment. The lease term
includes options to extend or terminate the lease when it is
reasonably certain that we will exercise that option. Certain
leases have renewal options that can be exercised at the
discretion of the Company. Lease expense is generally
recognized on a straight-line basis over the lease term and
included in Occupancy and equipment rental expense.
Real Estate and Costs of Sales
We have a consolidated entity that engages in real estate
activities.
Real estate is classified within Other assets and includes all
expenditures incurred in connection with the acquisition,
development and construction of properties. Interest, payroll
related to construction, property taxes and other professional
fees attributable to land and property construction are capitalized
and added to the cost of those properties when active
development begins and ends when the property development is
fully completed and ready for its intended use. During the years
ended November 30, 2025, 2024 and 2023, capitalized interest of
$23.3 million, $14.2 million and $12.9 million, respectively, was
allocated among real estate projects that are currently under
development.
Cost of goods sold is recognized within Non-interest expenses.
57
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Impairment of Long-Lived Assets
We evaluate our long-lived assets for impairment whenever
events or changes in circumstances indicate, in management’s
judgment, that the carrying value of such assets may not be
recoverable. When testing for impairment, we group our long-
lived assets with other assets and liabilities at the lowest level for
which identifiable cash flows are largely independent of the cash
flows of other assets and liabilities (or asset group). The
determination of whether an asset group is recoverable is based
on management’s estimate of undiscounted future cash flows
directly attributable to the asset group as compared to its
carrying value. If the carrying amount of the asset group is
greater than the undiscounted cash flows, an impairment loss
would be recognized for the amount by which the carrying
amount of the asset group exceeds its estimated fair value.
Assets Held for Sale
We classify assets and related liabilities as held for sale when: (i)
management has committed to a plan to sell the assets, (ii) the
net assets are available for immediate sale, (iii) there is an active
program to locate a buyer and (iv) the sale and transfer of the net
assets is probable within one year. Assets and liabilities held for
sale generally are presented separately on our Consolidated
Statements of Financial Condition with a valuation allowance, if
necessary, to recognize the net carrying amount at the lower of
cost or fair value, less costs to sell. Depreciation of property,
plant and equipment and amortization of finite-lived intangible
assets and right-of-use assets are not recorded while these
assets are classified as held for sale. For each period that assets
are classified as being held for sale, they are tested for
recoverability. Refer to Note 4. Business Acquisitions and
Discontinued Operations for additional information.
Share-based Compensation
Share-based awards are measured based on the fair value of the
award and recognized over the required service or vesting period.
Certain executive and employee share-based awards contain
market, performance and/or service conditions. Market
conditions are incorporated into the grant-date fair value using a
Monte Carlo valuation model. Compensation expense for awards
with market conditions is recognized over the service period and
is not reversed if the market condition is not met. Awards with
performance conditions are amortized over the service period if it
is determined that it is probable that the performance condition
will be achieved. The fair value of options is estimated at the date
of grant using the Black-Scholes option pricing model. We
account for forfeitures as they occur, which results in dividends
and dividend equivalents originally charged against retained
earnings for forfeited shares to be reclassified to compensation
expense in the period in which the forfeiture occurs.
Income Taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and for tax loss
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to
be recovered or settled. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date. The realization of
deferred tax assets is assessed and a valuation allowance is
recorded to the extent that it is more likely than not that any
portion of the deferred tax asset will not be realized on the basis
of its projected tax return results.
We record uncertain tax positions using a two-step process:
(i) we determine whether it is more likely than not that each tax
position will be sustained on the basis of the technical merits of
the position; and (ii) for those tax positions that meet the more-
likely-than-not recognition threshold, we recognize the largest
amount of tax benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax authority.
We use the portfolio approach relating to the release of stranded
tax effects recorded in accumulated other comprehensive
income (loss).
Earnings per Common Share
Basic earnings per share is calculated using the two-class
method and is computed by dividing net earnings available to
common shareholders by the weighted average number of
common shares outstanding and certain other shares committed
to be, but not yet issued. Net earnings available to common
shareholders represent net earnings to common shareholders
reduced by the allocation of earnings to participating
securities. Losses are not allocated to participating
securities. Common shares outstanding and certain other shares
committed to be, but not yet issued, include restricted stock and
restricted stock units (“RSUs”) for which no future service is
required. 
Diluted earnings per share is calculated using the two-class
method using the treasury stock or if-converted method, with the
more dilutive amount being reported. Diluted earnings per share
is computed by taking the sum of net earnings available to
common shareholders, dividends on preferred shares and
dividends on dilutive mandatorily redeemable convertible
preferred shares, divided by the weighted average number of
common shares outstanding and certain other shares committed
to be, but not yet issued, plus all dilutive common stock
equivalents outstanding during the period.
Preferred shares and unvested share-based payment awards that
contain nonforfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and,
therefore, are included in the earnings allocation in computing
earnings per share under the two-class method of earnings per
share. Restricted stock and RSUs granted as part of share-based
compensation contain nonforfeitable rights to dividends and
dividend equivalents, respectively, and therefore, prior to the
requisite service being rendered for the right to retain the award,
restricted stock and RSUs meet the definition of a participating
security. RSUs granted under the senior executive compensation
plan are not considered participating securities as the rights to
dividend equivalents are forfeitable.
November 2025 Form 10-K
58
Notes to Consolidated Financial Statements
Legal Reserves
In the normal course of business, we have been named, from
time to time, as a defendant in legal and regulatory proceedings.
We are also involved, from time to time, in other exams,
investigations and similar reviews (both formal and informal) by
governmental and self-regulatory agencies regarding our
businesses, certain of which may result in judgments,
settlements, fines, penalties or other injunctions.
We recognize a liability for a contingency in Accrued expenses
and other liabilities when it is probable that a liability has been
incurred and the amount of loss can be reasonably estimated. If
the reasonable estimate of a probable loss is a range, we accrue
the most likely amount of such loss, and if such amount is not
determinable, then we accrue the minimum in the range as the
loss accrual. The determination of the outcome and loss
estimates requires significant judgment on the part of
management. We believe that any other matters for which we
have determined a loss to be probable and reasonably estimable
are not material to our consolidated financial statements.
In many instances, it is not possible to determine whether any
loss is probable or even possible or to estimate the amount of
any loss or the size of any range of loss. We believe that, in the
aggregate, the pending legal actions or regulatory proceedings
and any other exams, investigations or similar reviews (both
formal and informal) should not have a material adverse effect
on our consolidated results of operations, cash flows or financial
condition. In addition, we believe that any amount of potential
loss or range of potential loss in excess of what has been
provided in our consolidated financial statements that could be
reasonably estimated is not material.
Hedge Accounting
Hedge accounting is applied using interest rate swaps
designated as fair value hedges of changes in the benchmark
interest rate of fixed rate senior long-term debt. The interest rate
swaps are included as derivative contracts in Financial
instruments owned and Financial instruments sold, not yet
purchased. We use regression analysis to perform ongoing
prospective and retrospective assessments of the effectiveness
of these hedging relationships. A hedging relationship is deemed
effective if the change in fair value of the interest rate swap and
the change in the fair value of the long-term debt due to changes
in the benchmark interest rate offset within a range of 80% -
125%. The impact of valuation adjustments related to our own
credit spreads and counterparty credit spreads are included in
the assessment of effectiveness.
For qualifying fair value hedges of benchmark interest rates, the
change in the fair value of the derivative and the change in fair
value of the long-term debt provide offset of one another and,
together with any resulting ineffectiveness, are recorded in
Interest expense.
We seek to reduce the impact of fluctuations in foreign exchange
rates on our net investments in certain non-U.S. operations
through the use of foreign exchange contracts. The foreign
exchange contracts are included as derivative contracts in
Financial instruments owned and Financial instruments sold, not
yet purchased. For foreign exchange contracts designated as
hedges, the effectiveness of the hedge is assessed based on the
overall changes in the fair value of the forward contracts (i.e.,
based on changes in forward rates). For qualifying net
investment hedges, all gains or losses on the hedging
instruments are included in Currency translation adjustments and
other in our Consolidated Statements of Comprehensive Income.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries having non-U.S.
dollar functional currencies are translated at exchange rates at
the end of a period. Revenues and expenses are translated at
average exchange rates during the period. The gains or losses
resulting from translating foreign currency financial statements
into U.S. dollars, net of hedging gains or losses and taxes, if any,
are included in Other comprehensive income. Gains or losses
resulting from foreign currency transactions are included in
Principal transactions revenues.
Note 3. Accounting Developments
Accounting Standards to be Adopted in Future Periods
Income Taxes. In December 2023, the FASB issued ASU No.
2023-09 (“ASU 2023-09”), Improvements to Income Tax
Disclosures. The guidance is intended to improve income tax
disclosure requirements by requiring (i) consistent categories
and greater disaggregation of information in the rate
reconciliation and (ii) the disaggregation of income taxes paid by
jurisdiction. The guidance makes several other changes to the
income tax disclosure requirements. The amendments in ASU
2023-09 are effective for fiscal years beginning after December
15, 2024, with early adoption permitted, and are required to be
applied prospectively with the option of retrospective application.
We are evaluating the impact of the standard on our income tax
disclosures.
Expenses. In November 2024, the FASB issued ASU No. 2024-03
(“ASU 2024-03”), Disaggregation of Income Statement Expenses.
The guidance primarily will require enhanced disclosures about
certain types of expenses. The amendments in ASU 2024-03 are
effective for fiscal years beginning after December 15, 2026, and
interim periods within fiscal years beginning after December 15,
2027 and may be applied either on a prospective or retrospective
basis. We are evaluating the impact of the standard on our
disclosures.
Credit Losses. In July 2025, the FASB issued ASU No. 2025-05
(“ASU 2025-05”), Financial Instruments–Credit Losses. The
guidance provides an optional practical expedient when applying
the guidance related to the estimation of expected credit losses
for current accounts receivable and current contract assets
resulting from transactions arising from contracts with
customers. The amendments in ASU 2025-05 are effective for
fiscal years beginning after December 15, 2025, and interim
reporting periods, with early adoption permitted. We are
evaluating the impact of the standard on our financial
statements.
Internal-Use Software. In September 2025, the FASB issued ASU
No. 2025-06 (“ASU 2025-06”), Intangibles–Goodwill and Other–
Internal-Use Software. The guidance modernizes and clarifies the
threshold for when an entity is required to start capitalizing
software costs and is based on when (i) management has
authorized and committed to funding the software project and (ii)
it is probable that the project will be completed and the software
will be used to perform the function intended. The amendments
in ASU 2025-06 are effective for fiscal years beginning after
December 15, 2027, and interim reporting periods, with early
adoption permitted. We are evaluating the impact of the standard
on our financial statements.
59
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Derivatives and Hedging and Revenue from Contracts with
Customers. In September 2025, the FASB issued ASU No.
2025-07 (“ASU 2025-07”), Derivatives and Hedging (Topic 815)
and Revenue from Contracts with Customers (Topic 606). The
guidance refines the scope of Topic 815 to clarify which
contracts are subject to derivative accounting. The guidance also
provides clarification under Topic 606 for share-based payments
from a customer in a revenue contract. The amendments in ASU
2025-07 are effective for fiscal years beginning after December
15, 2026, and interim reporting periods, with early adoption
permitted. We are evaluating the impact of the standard on our
financial statements.
Adopted Accounting Standards
Segment Reporting. In November 2023, the Financial Accounting
Standards Board (“FASB”) issued ASU No. 2023-07 (“ASU
2023-07”), Improvements to Reportable Segment Disclosures.
The guidance primarily requires enhanced disclosures about
significant segment expenses. We adopted the guidance
beginning with our year ended November 30, 2025, which
impacted our disclosures only. Refer to Note 22, Segment
Reporting for additional information.
Note 4. Business Acquisitions and Discontinued Operations
OpNet
We historically owned 47.4% of the common shares and 50.0% of
the voting rights of OpNet, a fixed wireless broadband service
provider in Italy, and various classes of convertible preferred
stock issued by OpNet (the “preferred shares”). On November 30,
2023, we provided notice of our intent to convert certain classes
of our preferred shares into common shares and, as a result, we
obtained control of OpNet. Upon conversion on May 7, 2024, our
ownership increased to 57.5% of the common shares and our
voting rights increased to 72.5% of the aggregate voting rights of
OpNet.
Upon obtaining control of OpNet on November 30, 2023, the
assets and liabilities of OpNet have been included in our
consolidated financial statements under the acquisition method
of accounting. The initial consolidation of OpNet was accounted
for under the acquisition method of accounting and we
remeasured our previously existing interests at fair value and
recognized a gain of $115.8 million, representing the excess of
the fair value of our previously existing interests over the carrying
value of our investment of $201.6 million.
The fair value of the previously existing interests was measured
based on an estimate of what could be recognized in a sale
transaction for wholesale net operating assets operating assets
of OpNet. The remaining identifiable assets and assumed
liabilities of OpNet represented the assets and liabilities of
Tessellis S.p.A. (“Tessellis”), a telecommunications company
publicly listed on the Italian stock exchange. An enterprise value
for Tessellis was estimated based on its market capitalization at
November 30, 2023.
In February 2024, OpNet agreed to sell substantially all of its
wholesale operating assets to Wind Tre S.p.A., a subsidiary of CK
Hutchison Group Telecom Holdings Ltd. The sale closed in
August 2024 and we received net cash proceeds of
$322.8 million and recognized a pre-tax gain on sale of
$3.5 million. The sale of OpNet’s operating assets did not include
our interest in Tessellis. For the year ended November 30, 2024,
the activities of OpNet’s wholesale operations have been
classified as discontinued operations and OpNet’s results are
presented in Net losses from discontinued operations, net of
income tax benefit.
During 2024, Tessellis executed various acquisitions and, as a
result, recognized assets and liabilities of $27.9 million and
$20.2 million, respectively, on the acquisition dates. Total assets
primarily relate to goodwill, property and equipment, intangible
assets, and short-term trade receivables. Total liabilities primarily
relate to financial debt assumed and trade payables. The primary
acquisition executed during 2024 was the acquisition of a 97.2%
ownership interest in Go Internet S.p.A. (“Go Internet”) for a total
consideration of 4.2 million. During the second quarter of 2025,
purchase price allocation adjustments were finalized.
Stratos
We historically held a 49.9% voting interest in Stratos. In March
2023, certain noteholders of Global Brokerage Inc. (“GLBR”) filed
an involuntary bankruptcy petition against GLBR and its
subsidiary, Global Brokerage Holdings LLC (“Holdings”), which
holds a 50.1% voting equity interest in Stratos. On September 14,
2023, we completed a foreclosure on the collateral that GLBR had
pledged to secure its obligations under a credit facility, which
consisted of GLBR’s equity interest in Stratos. As a result of the
foreclosure, we own 100% of the outstanding interests of Stratos;
and Stratos has become a consolidated subsidiary.
In connection with the acquisition of the additional 50.1%
interests in Stratos, we extinguished our senior secured term loan
to Stratos of $39.2 million and recognized a gain of $5.6 million,
which is reflected in Principal transactions revenues. Upon the
acquisition, we remeasured our previously existing 49.9% interest
at fair value and recognized a loss of $4.7 million, in Other
revenues, representing the excess of the carrying value of the
49.9% interest of our $47.9 million equity method investment
over its fair value at the date of acquisition. The fair value of the
previously existing equity interest was measured using an
income approach based on estimates of future expected cash
flows applying a risk-adjusted discount rate of 24.5%. Critical
estimates to derive future expected cash flows includes the use
of projected revenues and expenses, applicable tax rates and
depreciation factors with the risk-adjusted discount rate based
upon an estimated weighted average cost of capital for the
acquired business.
No consideration, other than the nonmonetary exchange of our
senior secured term loan, was transferred in connection with the
foreclosure, which resulted in us obtaining 100% ownership of
the outstanding interests of Stratos. In applying acquisition
accounting, we estimated the overall enterprise fair value of
Stratos consistent with the methodology utilized to fair value our
previously existing 49.9% equity interest. The enterprise fair value
was allocated based on the fair values of the acquired assets and
assumed liabilities resulting in a gain of $0.9 million and goodwill
of $5.5 million.
The results of Stratos’ operations have been included in our
Consolidated Statements of Earnings from the date of
acquisition on September 14, 2023.
Foursight
During the second quarter of 2024, we closed the sale of
Foursight and recognized a gain on sale of $24.2 million, which is
included within Other revenues.
November 2025 Form 10-K
60
Notes to Consolidated Financial Statements
Note 5. Fair Value Disclosures
November 30, 2025 (1)
$ in thousands
Level 1
Level 2
Level 3
Counterparty
and Cash
Collateral
Netting (2)
Total
Assets:
Financial instruments owned:
Corporate equity securities ..................................................................................
$7,664,824
$249,847
$218,853
$
$8,133,524
Corporate debt securities .....................................................................................
5,367,201
37,578
5,404,779
Collateralized debt obligations and collateralized loan obligations ...............
645,798
40,187
685,985
U.S. government and federal agency securities ................................................
2,342,718
106,633
2,449,351
Municipal securities ..............................................................................................
563,994
563,994
Sovereign obligations ............................................................................................
860,832
815,722
1,676,554
Residential mortgage-backed securities ............................................................
1,827,092
6,663
1,833,755
Commercial mortgage-backed securities ..........................................................
10,458
348
10,806
Other asset-backed securities .............................................................................
909,474
133,001
1,042,475
Loans and other receivables ................................................................................
2,111,517
127,720
2,239,237
Derivatives ..............................................................................................................
72
5,519,463
10,311
(3,705,764)
1,824,082
Investments at fair value ......................................................................................
13,567
163,107
176,674
Total financial instruments owned, excluding Investments at fair value
based on NAV ....................................................................................................
$10,868,446
$18,140,766
$737,768
$(3,705,764)
$26,041,216
Securities received as collateral ..........................................................................
$200,495
$
$
$
$200,495
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ..................................................................................
$5,571,534
$47,631
$155
$
$5,619,320
Corporate debt securities .....................................................................................
2,761,794
3,720
2,765,514
Collateralized debt obligations and collateralized loan obligations ...............
627
627
U.S. government and federal agency securities ................................................
1,913,403
4
1,913,407
Sovereign obligations ............................................................................................
796,564
540,555
1,337,119
Loans .......................................................................................................................
184,391
9,757
194,148
Derivatives ..............................................................................................................
24
5,429,227
45,953
(3,985,187)
1,490,017
Total financial instruments sold, not yet purchased .......................................
$8,281,525
$8,964,229
$59,585
$(3,985,187)
$13,320,152
Other secured financings ......................................................................................
$
$412,510
$13,454
$
$425,964
Obligation to return securities received as collateral .......................................
200,495
200,495
Long-term debt .......................................................................................................
2,671,485
1,063,358
3,734,843
(1)Excludes investments at fair value based on net asset value (“NAV”) of $1.68 billion at November 30, 2025 by level within the fair value hierarchy.
(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
61
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
November 30, 2024 (1)
$ in thousands
Level 1
Level 2
Level 3
Counterparty
and Cash
Collateral
Netting (2)
Total
Assets:
Financial instruments owned:
Corporate equity securities ..................................................................................
$5,238,058
$302,051
$239,364
$
$5,779,473
Corporate debt securities .....................................................................................
5,310,815
24,931
5,335,746
Collateralized debt obligations and collateralized loan obligations ...............
1,029,662
63,976
1,093,638
U.S. government and federal agency securities ................................................
3,583,139
160,227
3,743,366
Municipal securities ..............................................................................................
320,507
320,507
Sovereign obligations ............................................................................................
749,912
630,681
172
1,380,765
Residential mortgage-backed securities ............................................................
2,348,862
7,714
2,356,576
Commercial mortgage-backed securities ..........................................................
146,752
477
147,229
Other asset-backed securities .............................................................................
110,687
103,214
213,901
Loans and other receivables ................................................................................
1,706,152
152,586
1,858,738
Derivatives ..............................................................................................................
146
3,181,454
3,926
(2,667,751)
517,775
Investments at fair value ......................................................................................
6
137,865
137,871
Total financial instruments owned, excluding Investments at fair value
based on NAV ....................................................................................................
$9,571,255
$15,247,856
$734,225
$(2,667,751)
$22,885,585
Securities segregated and on deposit for regulatory purposes or
deposited with clearing and depository organizations ................................
$120,414
$
$
$
$120,414
Securities received as collateral ..........................................................................
185,588
185,588
Liabilities:
Financial instruments sold, not yet purchased:
Corporate equity securities ..................................................................................
$3,013,877
$73,240
$208
$
$3,087,325
Corporate debt securities .....................................................................................
3,105,010
165
3,105,175
U.S. government and federal agency securities ................................................
2,904,379
26
2,904,405
Sovereign obligations ............................................................................................
667,647
422,124
1,089,771
Commercial mortgage-backed securities .........................................................
1,153
1,153
Loans .......................................................................................................................
92,321
16,864
109,185
Derivatives ..............................................................................................................
13
3,477,802
26,212
(2,793,713)
710,314
Total financial instruments sold, not yet purchased .......................................
$6,585,916
$7,170,523
$44,602
$(2,793,713)
$11,007,328
Other secured financings ......................................................................................
$
$9,964
$14,884
$
$24,848
Obligation to return securities received as collateral ......................................
185,588
185,588
Long-term debt .......................................................................................................
1,529,443
821,903
2,351,346
(1)Excludes investments at fair value based on NAV of $1.25 billion at November 30, 2024 by level within the fair value hierarchy.
(2)Represents counterparty and cash collateral netting across the levels of the fair value hierarchy for positions with the same counterparty.
The following is a description of the valuation basis, including
valuation techniques and inputs, used in measuring our financial
assets and liabilities that are accounted for at fair value on a
recurring basis:
Cash and securities segregated and on deposit for regulatory
purposes or deposited with clearing and depository organizations
Segregated U.S. Treasury securities are measured based on
quoted market prices obtained from external pricing services and
categorized within Level 1 of the fair value hierarchy.
Corporate Equity Securities
Exchange-Traded Equity Securities: Exchange-traded equity
securities are measured based on quoted closing exchange
prices, which are generally obtained from external pricing
services, and are categorized within Level 1 of the fair value
hierarchy. Otherwise, they are categorized within Level 2 of the
fair value hierarchy to the extent these securities are actively
traded and valuation adjustments are not applied..
Non-Exchange-Traded Equity Securities: Non-exchange-traded
equity securities are measured, where available, using broker
quotations, pricing data from external pricing services and
prices observed from recently executed market transactions
and are categorized within Level 2 of the fair value hierarchy.
Where such information is not available, non-exchange-traded
equity securities are categorized within Level 3 of the fair value
hierarchy and measured using valuation techniques involving
quoted prices of or market data for comparable companies,
similar company ratios and multiples (e.g., price/Earnings
before interest, taxes, depreciation and amortization
(“EBITDA”), price/book value), discounted cash flow analyses
and transaction prices observed from subsequent financing or
capital issuance by the company. When using pricing data of
comparable companies, judgment must be applied to adjust
the pricing data to account for differences between the
measured security and the comparable security (e.g., issuer
November 2025 Form 10-K
62
Notes to Consolidated Financial Statements
market capitalization, yield, dividend rate, geographical
concentration).
Equity Warrants: Non-exchange-traded equity warrants are
measured primarily from observed prices on recently executed
market transactions and broker quotations and are categorized
within Level 2 of the fair value hierarchy. Where such
information is not available, non-exchange-traded equity
warrants are generally categorized within Level 3 of the fair
value hierarchy and can be measured using third-party
valuation services or the Black-Scholes model with key inputs
impacting the valuation including the underlying security price,
implied volatility, dividend yield, interest rate curve, strike price
and maturity date.
Corporate Debt Securities
Investment Grade Corporate Bonds: Investment grade
corporate bonds are measured primarily using pricing data
from external pricing services and broker quotations, where
available, prices observed from recently executed market
transactions and bond spreads. Investment grade corporate
bonds measured using these valuation methods are
categorized within Level 2 of the fair value hierarchy. If broker
quotes, pricing data or spread data is not available, alternative
valuation techniques may be used. Investment grade corporate
bonds measured using alternative valuation techniques are
categorized within Level 2 or Level 3 of the fair value hierarchy.
High Yield Corporate and Convertible Bonds: A significant
portion of our high yield corporate and convertible bonds are
categorized within Level 2 of the fair value hierarchy and are
measured primarily using pricing data from external pricing
services and broker quotations, where available, and prices
observed from recently executed market transactions of
institutional size. Where pricing data is less observable,
valuations are categorized within Level 3 of the fair value
hierarchy and are based on pending transactions involving the
issuer or comparable issuers, prices implied from an issuer’s
subsequent financing or recapitalization, models incorporating
financial ratios and projected cash flows of the issuer and
market prices for comparable issuers.
Collateralized Debt Obligations and Collateralized Loan
Obligations
Collateralized debt obligations (“CDOs”) and collateralized loan
obligations (“CLOs”) are measured based on prices observed
from recently executed market transactions of the same or
similar security or based on valuations received from third-party
brokers or data providers and are categorized within Level 2 or
Level 3 of the fair value hierarchy depending on the observability
and significance of the pricing inputs. Valuation that is based on
recently executed market transactions of similar securities
incorporates additional review and analysis of pricing inputs and
comparability criteria, including, but not limited to, collateral type,
tranche type, rating, origination year, prepayment rates, default
rates and loss severity.
U.S. Government and Federal Agency Securities
U.S. Treasury Securities: U.S. Treasury securities are measured
based on quoted market prices obtained from external pricing
services and categorized within Level 1 of the fair value
hierarchy.
U.S. Agency Debt Securities: Callable and non-callable U.S.
agency debt securities are measured primarily based on
quoted market prices obtained from external pricing services
and are generally categorized within Level 1 or Level 2 of the
fair value hierarchy.
Municipal Securities
Municipal securities are measured based on quoted prices
obtained from external pricing services, where available, or
recently executed independent transactions of comparable size
and are generally categorized within Level 2 of the fair value
hierarchy.
Sovereign Obligations
Sovereign government obligations are measured based on
quoted market prices obtained from external pricing services,
where available, or recently executed independent transactions of
comparable size. Sovereign government obligations, with
consideration given to the country of issuance, are generally
categorized within Level 1 or Level 2 of the fair value hierarchy.
Residential Mortgage-Backed Securities
Agency Residential Mortgage-Backed Securities (“RMBS”):
Agency RMBS include mortgage pass-through securities (fixed
and adjustable rate), collateralized mortgage obligations and
principal-only and interest-only (including inverse interest-only)
securities. Agency RMBS are generally measured using recent
transactions, pricing data from external pricing services or
expected future cash flow techniques that incorporate
prepayment models and other prepayment assumptions to
amortize the underlying mortgage loan collateral and are
categorized within Level 2 or Level 3 of the fair value hierarchy.
We use prices observed from recently executed transactions to
develop market-clearing spread and yield assumptions.
Valuation inputs with regard to the underlying collateral
incorporate factors such as weighted average coupon, loan-to-
value, credit scores, geographic location, maximum and
average loan size, originator, servicer and weighted average
loan age.
Non-Agency RMBS: The fair value of non-agency RMBS is
determined primarily using pricing data from external pricing
services, where available, and discounted cash flow
methodologies and securities are categorized within Level 2 or
Level 3 of the fair value hierarchy based on the observability
and significance of the pricing inputs used. Performance
attributes of the underlying mortgage loans are evaluated to
estimate pricing inputs, such as prepayment rates, default
rates and the severity of credit losses. Attributes of the
underlying mortgage loans that affect the pricing inputs
include, but are not limited to, weighted average coupon;
average and maximum loan size; loan-to-value; credit scores;
documentation type; geographic location; weighted average
loan age; originator; servicer; historical prepayment, default
and loss severity experience of the mortgage loan pool; and
delinquency rate. Yield curves used in the discounted cash flow
models are based on observed market prices for comparable
securities and published interest rate data to estimate market
yields. In addition, broker quotes, where available, are also
referenced to compare prices.
63
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Commercial Mortgage-Backed Securities
Agency Commercial Mortgage-Backed Securities (“CMBS”):
Government National Mortgage Association (“Ginnie Mae”)
project loan bonds are measured using recent transactions,
pricing data from external pricing services or discount cash
flow methodologies with inputs corroborated from and
benchmarked to observed prices of recent securitization
transactions of similar securities with adjustments
incorporating an evaluation of various factors, including
prepayment speeds, default rates and cash flow structures.
Federal National Mortgage Association (“Fannie Mae”)
Delegated Underwriting and Servicing (“DUS”) mortgage-
backed securities are generally measured by using prices
observed from recently executed market transactions to
estimate market-clearing spread levels for purposes of
estimating fair value. Ginnie Mae project loan bonds and
Fannie Mae DUS mortgage-backed securities are categorized
within Level 2 of the fair value hierarchy.
Non-Agency CMBS: Non-agency CMBS are measured using
pricing data obtained from external pricing services, prices
observed from recently executed market transactions or based
on expected cash flow models that incorporate underlying loan
collateral characteristics and performance. Non-Agency CMBS
are categorized within Level 2 or Level 3 of the fair value
hierarchy depending on the observability of the underlying
inputs.
Other Asset-Backed Securities
Other asset-backed securities (“ABS”) include, but are not limited
to, securities backed by auto loans, credit card receivables,
student loans and other consumer loans and are categorized
within Level 2 or Level 3 of the fair value hierarchy. Valuations are
primarily determined using pricing data obtained from external
pricing services, broker quotes and prices observed from recently
executed market transactions. In addition, recent transaction
data from comparable deals is deployed to develop market
clearing yields and cumulative loss assumptions. The cumulative
loss assumptions are based on the analysis of the underlying
collateral and comparisons to earlier deals with similar collateral
to gauge the relative performance of the deal.
Loans and Other Receivables
Corporate Loans: Corporate loans categorized within Level 2 of
the fair value hierarchy are measured based on market
consensus pricing service quotations. Where available, market
price quotations from external pricing services are reviewed to
ensure they are supported by transaction data. Corporate loans
categorized within Level 3 of the fair value hierarchy are
measured based on price quotations that are considered to be
less observable. Price quotations are derived using market
prices for debt securities of the same creditor and estimates of
future cash flows. Future cash flows use assumptions
regarding creditor default and recovery rates, credit rating,
effective yield and consideration of the issuer’s capital
structure.
Participation Certificates in Agency Residential Loans:
Valuations of participation certificates in agency residential
loans are based on observed market prices of recently
executed purchases and sales of similar loans and data
provider pricing. The loan participation certificates are
categorized within Level 2 of the fair value hierarchy given the
observability and volume of recently executed transactions and
availability of data provider pricing.
Project Loans and Participation Certificates in Ginnie Mae
Project and Construction Loans: Valuations of participation
certificates in Ginnie Mae project and construction loans are
based on inputs corroborated from and benchmarked to
observed prices of recent securitizations with similar
underlying loan collateral to derive an implied spread.
Securitization prices are adjusted to estimate the fair value of
the loans to account for the arbitrage that is realized at the
time of securitization. The measurements are categorized
within Level 2 of the fair value hierarchy given the observability
and volume of recently executed transactions.
Consumer Loans and Funding Facilities: Consumer and small
business whole loans and related funding facilities are valued
based on observed market transactions and incorporating
valuation inputs including, but not limited to, delinquency and
default rates, prepayment rates, borrower characteristics, loan
risk grades and loan age. These assets are categorized within
Level 2 or Level 3 of the fair value hierarchy.
Escrow and Claim Receivables: Escrow and claim receivables
are categorized within Level 2 of the fair value hierarchy where
fair value is based on recent observations in the same
receivable. Escrow and claim receivables are categorized
within Level 3 of the fair value hierarchy where fair value is
estimated based on reference to market prices and implied
yields of debt securities of the same or similar issuers.
Derivatives
Listed Derivative Contracts: Listed derivative contracts that are
actively traded are measured based on quoted exchange
prices, broker quotes or vanilla option valuation models, such
as Black-Scholes, using observable valuation inputs from the
principal market or consensus pricing services. Exchange
quotes and/or valuation inputs are generally obtained from
external vendors and pricing services. Broker quotes are
validated that they are tradeable. Listed derivative contracts
that use exchange close prices are generally categorized within
Level 1 of the fair value hierarchy. All other listed derivative
contracts are generally categorized within Level 2 of the fair
value hierarchy.
Over-the-Counter (“OTC”) Derivative Contracts: OTC derivative
contracts are generally valued using models, whose inputs
reflect assumptions that we believe market participants would
use in valuing the derivative in a current transaction. Where
available, valuation inputs are calibrated from observable
market data. For many OTC derivative contracts, the valuation
models do not involve material subjectivity as the
methodologies do not entail significant judgment and the
inputs to valuation models do not involve a high degree of
subjectivity as the valuation model inputs are readily
observable or can be derived from actively quoted markets.
OTC derivative contracts are primarily categorized within Level
2 of the fair value hierarchy given the observability and
significance of the inputs to the valuation models. Where
significant inputs to the valuation are unobservable, derivative
instruments are categorized within Level 3 of the fair value
hierarchy.
November 2025 Form 10-K
64
Notes to Consolidated Financial Statements
OTC options include OTC equity, foreign exchange, interest rate
and commodity options measured using various valuation
models, such as Black-Scholes, with key inputs including the
underlying security price, foreign exchange spot rate,
commodity price, implied volatility, dividend yield, interest rate
curve, strike price and maturity date. Discounted cash flow
models are utilized to measure certain OTC derivative
contracts including the valuations of our interest rate swaps,
which incorporate observable inputs related to interest rate
curves, valuations of our foreign exchange forwards and
swaps, which incorporate observable inputs related to foreign
currency spot rates and forward curves and valuations of our
commodity swaps and forwards, which incorporate observable
inputs related to commodity spot prices and forward curves.
Credit default swaps include both index and single-name credit
default swaps. Where available, external data is used in
measuring index credit default swaps and single-name credit
default swaps. For commodity and equity total return swaps,
market prices are generally observable for the underlying asset
and used as the basis for measuring the fair value of the
derivative contracts. Total return swaps executed on other
underlyings are measured based on valuations received from
external pricing services.
Securities Received as Collateral / Obligations to Return Securities
Received as Collateral
In connection with securities-for-securities transactions in which
we are the lender of securities and are permitted to sell or
repledge the securities received as collateral, we report the fair
value of the collateral received and the related obligation to
return the collateral. Valuation is based on the price of the
underlying security and is categorized within the corresponding
leveling guidance above. These financial instruments are typically
categorized within Level 1 of the fair value hierarchy.
Other Secured Financings
Other secured financings that are accounted for at fair value are
classified within Level 2 or Level 3 of the fair value hierarchy. Fair
value is based on estimates of future cash flows incorporating
assumptions regarding recovery rates.
Long-term Debt
Long-term debt includes structured notes where valuation is
linked to the performance of a specific index, a specific equity
security or various interest rate-related features, such as
embedded options (caps, floors, and collars), callable or puttable
provisions, step-up or step-down coupon structures, and floating-
rate components tied to benchmark indices (e.g., SOFR,
EURIBOR). The various valuation models incorporate our own
credit spread, market price quotations from external pricing
sources referencing the appropriate interest rate curves,
volatilities and other inputs as well as prices for transactions in a
given note during the period. Long-term debt notes are generally
categorized within Level 2 of the fair value hierarchy where
market trades have been observed during the period, otherwise
the notes are categorized within Level 3.
Investments at Fair Value
Investments at fair value includes investments in hedge funds,
private equity funds, credit funds, real estate funds and other
funds, which are measured at the NAV of the funds, provided by
the fund managers and are excluded from the fair value
hierarchy. Investments at fair value also include direct equity
investments in private companies, which are measured at fair
value using valuation techniques involving quoted prices of or
market data for comparable companies, similar company ratios
and multiples (e.g., price/EBITDA, price/book value), discounted
cash flow analyses and transaction prices observed for
subsequent financing or capital issuance by the company. Direct
equity investments in private companies are categorized within
Level 2 or Level 3 of the fair value hierarchy.
Information about our investments in entities that have the
characteristics of an investment company:
November 30, 2025
$ in thousands
Fair Value
(1)
Unfunded
Commitments
Redemption
Frequency
Redemption
Notice Period
Hedge
Funds (2) ..............
$888,880
$
Quarterly (42%)
Monthly (41%)
N/R (17%)
45 - 90 days
45 - 60 days
N/R
Private Equity
Funds (3) ..............
66,476
26,828
N/R (100%)
N/R
Credit
Funds (4) ..............
490,321
23,847
Quarterly (56%)
Monthly (2%)
N/R (42%)
90 days
30 days
N/R
Real Estate and
Other Funds (5) ....
235,846
114,872
Quarterly (19%)
N/R (81%)
90 days
N/R
Total ......................
$1,681,523
$165,547
November 30, 2024
$ in thousands
Fair Value
(1)
Unfunded
Commitments
Redemption
Frequency
Redemption
Notice Period
Hedge
Funds (2) ............
$660,720
$
Quarterly (53%)
Monthly (47%)
45 - 90 days
45 - 60 days
Private Equity
Funds (3) ............
60,215
30,530
N/R (100%)
N/R
Credit Funds (4)
430,429
30,554
Quarterly (72%)
Monthly (3%)
N/R (25%)
90 days
30 days
N/R
Real Estate and
Other Funds (5) .
101,325
232,696
N/R (100%)
N/R
Total ...................
$1,252,689
$293,780
N/R - Not redeemable
(1)Where fair value is calculated based on NAV, fair value has been derived from
each of the funds’ capital statements.
(2)Includes investments in hedge funds that invest, long and short, primarily in
both public and private equity securities in domestic and international
markets, commodities and multi-asset securities.
(3)Includes investments in equity funds that invest in the equity of various U.S.
and foreign private companies in a broad range of industries. These
investments cannot be redeemed; instead, distributions are received through
the liquidation of the underlying assets of the funds which are primarily
expected to be liquidated in approximately one to nine years.
(4)Primarily includes investments in funds that invest in:
Distressed and special situations long/short credit strategies across
sectors and asset types;
Short-term trade receivables and payables that are expected to generally be
outstanding between 90 to 120 days; and
Distressed and event-driven opportunities across structured credit,
opportunistic credit, and private credit.
(5)Primarily includes investments in corporate real estate strategies focused on
buying or building real estate businesses.
65
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Level 3 Rollforwards
For instruments still held at
November 30, 2025, changes
in unrealized gains/(losses)
included in:
$ in thousands
Balance at
November 30,
2024
Total gains/
losses
(realized
and
unrealized)
(1)
Purchases
Sales
Settlements
Issuances
Net
transfers
into/
(out of)
Level 3
Balance at
November 30,
2025
Earnings (1)
Other
comprehensive
income (1)
Assets:
Financial instruments
owned:
Corporate equity securities ...
$239,364
$(14,552)
$31,127
$(3,286)
$
$
$(33,800)
$218,853
$(8,419)
$
Corporate debt securities ......
24,931
5,015
12,441
(1,767)
(2,961)
(81)
37,578
3,998
CDOs and CLOs .......................
63,976
(15,633)
75,557
(48,218)
(9,799)
(25,696)
40,187
(9,638)
Sovereign obligations .............
172
2
(174)
RMBS ........................................
7,714
235
(845)
(441)
6,663
(8)
CMBS ........................................
477
(129)
348
(129)
Other ABS .................................
103,214
(10,760)
94,034
(52,840)
(10,931)
10,284
133,001
(5,738)
Loans and other receivables .
152,586
(3,054)
165,778
(113,390)
(39,097)
(35,103)
127,720
18,629
Investments at fair value .......
137,865
19,273
21,547
(292)
(3,951)
(11,335)
163,107
15,330
Liabilities:
Financial instruments sold,
not yet purchased:
Corporate equity securities ...
$208
$(771)
$(413)
$1,131
$
$
$
$155
$779
$
Corporate debt securities ......
165
2,158
508
889
3,720
(2,158)
CMBS ........................................
1,153
35
(35)
(1,153)
Loans ........................................
16,864
(8,476)
(1,038)
119
2,288
9,757
(7,322)
Net derivatives (2) ...................
22,286
(6,031)
(558)
(1,753)
22,588
(890)
35,642
(2,454)
Other secured financings .......
14,884
(1,210)
(8,751)
8,531
13,454
(74)
Long-term debt ........................
821,903
19,977
(24,093)
270,483
(24,912)
1,063,358
(14,506)
(5,473)
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes
within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.
Analysis of Level 3 Assets and Liabilities for the Year Ended
November 30, 2025
Transfers of assets of $82.6 million from Level 2 to Level 3 of the
fair value hierarchy are primarily attributed to:
Loans and other receivables of $28.4 million, CDOs and CLOs
of $20.1 million, corporate equity securities of $17.0 million
and other ABS of $15.4 million due to reduced pricing
transparency.
Transfers of assets of $178.3 million from Level 3 to Level 2 are
primarily attributed to:
Loans and other receivables of $63.5 million, corporate equity
securities of $50.8 million, CDOs and CLOs of $45.8 million,
investments at fair value of $11.3 million and other ABS of $5.1
million due to greater pricing transparency.
Transfers of liabilities of $16.0 million from Level 2 to Level 3 of
the fair value hierarchy are primarily attributed to:
Structured notes within long-term debt of $7.2 million, net
derivatives of $5.6 million and loans of $2.3 million due to
reduced pricing and market transparency.
Transfers of liabilities of $39.8 million from Level 3 to Level 2 of
the fair value hierarchy are primarily attributed to:
Structured notes within long-term debt of $32.1 million and net
derivatives of $6.5 million due to greater pricing and market
transparency.
Net losses on Level 3 assets were $19.6 million and net losses
on Level 3 liabilities were $5.7 million for the year ended
November 30, 2025. Net losses on Level 3 assets were primarily
due to decreased market values in CDOs and CLOs, corporate
equity securities, other ABS and loans and other receivables,
partially offset by increases in the market values of investments
at fair value and corporate debt securities. Net losses on Level 3
liabilities were primarily due to increased market valuations of
certain structured notes within long-term debt and corporate debt
securities, partially offset by decreases in the market valuations
of loans, certain derivatives and other secured financings.
November 2025 Form 10-K
66
Notes to Consolidated Financial Statements
For instruments still held at
November 30, 2024, changes in
unrealized gains/(losses)
included in:
$ in thousands
Balance at
November 30,
2023
Total gains/
losses
(realized
and
unrealized)
(1)
Purchases
Sales
Settlements
Issuances
Net
transfers
into/
(out of)
Level 3
Balance at
November 30,
2024
Earnings (1)
Other
comprehensive
income (1)
Assets:
Financial instruments
owned:
Corporate equity
securities .......................
$181,294
$(4,616)
$50,297
$(524)
$
$
$12,913
$239,364
$(11,718)
$
Corporate debt securities
26,112
(4,442)
16,219
(7,307)
(400)
(5,251)
24,931
(19,872)
CDOs and CLOs .................
64,862
(6,194)
34,964
(21,963)
(2,198)
(5,495)
63,976
(2,437)
Sovereign obligations .......
172
172
172
RMBS ..................................
20,871
(669)
6,874
(5,384)
(51)
(13,927)
7,714
(395)
CMBS ..................................
508
(31)
477
(64)
Other ABS ...........................
117,661
(22,251)
63,704
(74,139)
(10,284)
28,523
103,214
(17,242)
Loans and other
receivables ....................
130,101
(1,664)
79,399
(41,551)
(20,523)
6,824
152,586
(22,108)
Investments at fair value .
130,835
(12,142)
19,726
(547)
(7)
137,865
(12,142)
Liabilities:
Financial instruments
sold, not yet
purchased:
Corporate equity
securities .......................
$676
$682
$(1,150)
$
$
$
$
$208
$3
$
Corporate debt securities
124
(3)
(1,100)
1,144
165
105
CMBS ..................................
840
(1)
(245)
560
(1)
1,153
1
Loans ..................................
1,521
(148)
(1,443)
16,946
(12)
16,864
125
Net derivatives (2) .............
50,955
(9,648)
(12,298)
3,766
(10,489)
22,286
8,110
Other secured financings .
3,898
4,482
(4,415)
10,919
14,884
(4,482)
Long-term debt ..................
744,597
51,747
(2,109)
28,614
(946)
821,903
(37,526)
(28,442)
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes
within Long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased—Derivatives.
Analysis of Level 3 Assets and Liabilities for the Year Ended
November 30, 2024
Transfers of assets of $90.5 million from Level 2 to Level 3 of the
fair value hierarchy are primarily attributed to:
Other ABS of $47.6 million, corporate equity securities of $22.7
million, loans and other receivables of $14.9 million, CDOs and
CLOs of $2.7 million and corporate debt securities of $2.0
million due to reduced pricing transparency.
Transfers of assets of $66.9 million from Level 3 to Level 2 are
primarily attributed to:
Other ABS of $19.0 million, RMBS of $14.6 million, corporate
equity securities of $9.7 million, CDOs and CLOs of $8.2 million
and loans and other receivables of $8.1 million due to greater
pricing transparency.
Transfers of liabilities of $30.1 million from Level 2 to Level 3 of
the fair value hierarchy are primarily attributed to:
Structured notes within long-term debt of $26.8 million and net
derivatives of $3.1 million due to reduced pricing and market
transparency.
Transfers of liabilities of $40.4 million from Level 3 to Level 2 of
the fair value hierarchy are primarily attributed to:
Structured notes within long-term debt of $27.8 million and net
derivatives of $13.6 million due to greater pricing and market
transparency.
Net losses on Level 3 assets were $52.0 million and net losses
on Level 3 liabilities were $47.1 million for the year ended
November 30, 2024. Net losses on Level 3 assets were primarily
due to decreased market values in loans and other receivables,
other ABS, investments at fair value, CDOs and CLOs, corporate
equity securities and corporate debt securities. Net losses on
Level 3 liabilities were primarily due to increased market other
secured financings, partially offset by decreases in certain
derivatives.
67
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
For instruments still held at
November 30, 2023, changes
in unrealized gains/(losses)
included in:
$ in thousands
Balance at
November 30,
2022
Total gains/
losses
(realized
and
unrealized)
(1)
Purchases
Sales
Settlements
Issuances
Net
transfers
into/
(out of)
Level 3
Balance at
November 30,
2023
Earnings (1)
Other
comprehensive
income (1)
Assets:
Financial instruments
owned:
Corporate equity
securities .......................
$240,347
$(65,037)
$7,865
$(1,228)
$
$
$(653)
$181,294
$(11,007)
$
Corporate debt securities
30,232
1,749
4,132
(18,325)
(200)
8,524
26,112
(703)
CDOs and CLOs .................
55,824
31,218
51,632
(3,199)
(56,624)
(13,989)
64,862
(10,774)
RMBS ..................................
27,617
(5,709)
10
(247)
(800)
20,871
(1,775)
CMBS ..................................
839
(331)
508
(327)
Other ABS ...........................
94,677
(17,800)
71,261
(37,088)
(26,936)
33,547
117,661
(20,678)
Loans and other
receivables ....................
168,875
10,995
55,520
(42,999)
(46,383)
(15,907)
130,101
4,168
Investments, at fair value .
161,992
83,382
8,852
(15,080)
(107,963)
(348)
130,835
(5,762)
Liabilities:
Financial instruments
sold, not yet
purchased:
Corporate equity
securities .......................
$750
$348
$(1,477)
$1,055
$
$
$
$676
$284
$
Corporate debt securities
500
(35)
(187)
(154)
124
29
CMBS ..................................
490
350
840
Loans ..................................
3,164
(114)
(1,655)
126
1,521
(992)
Net derivatives (2) .............
59,524
(10,405)
(527)
170
(3,496)
2,158
3,531
50,955
6,760
Other secured financings .
1,712
2,186
3,898
(2,186)
Long-term debt ..................
661,123
70,945
17,140
(4,611)
744,597
(28,327)
(59,706)
(1)Realized and unrealized gains/losses are primarily reported in Principal transactions revenues. Changes in instrument-specific credit risk related to structured notes
within long-term debt are presented net of tax in our Consolidated Statements of Comprehensive Income.
(2)Net derivatives represent Financial instruments owned—Derivatives and Financial instruments sold, not yet purchased —Derivatives.
Analysis of Level 3 Assets and Liabilities for the Year Ended
November 30, 2023
Transfers of assets of $88.5 million from Level 2 to Level 3 of the
fair value hierarchy are primarily attributed to:
Other ABS of $57.8 million, loans and other receivables of
$16.5 million, corporate debt securities of $8.9 million and
corporate equity securities of $5.3 million due to reduced price
transparency.
Transfers of assets of $78.2 million from Level 3 to Level 2 are
primarily attributed to:
Loans and other receivables of $32.4 million, other ABS of
$24.3 million, CDOs and CLOs of $14.0 million and corporate
equity securities of $6.0 million due to greater pricing
transparency supporting classification into Level 2.
Transfers of liabilities of $60.8 million from Level 2 to Level 3 are
primarily attributed to:
Net derivatives of $35.6 million and structured notes within
long-term debt of $25.2 million due to reduced pricing and
market transparency.
Transfers of liabilities of $62.0 million from Level 3 to Level 2 are
primarily attributed to:
Net derivatives of $32.0 million and structured notes within
long-term debt of $29.8 million due to greater pricing
transparency.
Net gains on Level 3 assets were $38.5 million and net losses on
Level 3 liabilities were $62.9 million for the year ended November
30, 2023. Net gains on Level 3 assets were primarily due to
increased market values in investments at fair value, CDOs and
CLOs and loans and other receivables, partially offset by
decreases in corporate equity securities and other ABS. Net
losses on Level 3 liabilities were primarily due to increased
market valuations of certain structured notes within long-term
debt, partially offset by decreases in certain derivatives.
November 2025 Form 10-K
68
Notes to Consolidated Financial Statements
Significant Unobservable Inputs used in Level 3 Fair Value
Measurements
The tables below present information on the valuation
techniques, significant unobservable inputs and their ranges for
our financial assets and liabilities, subject to threshold levels
related to the market value of the positions held, measured at fair
value on a recurring basis with a significant Level 3 balance. The
range of unobservable inputs could differ significantly across
different firms given the range of products across different firms
in the financial services sector. The inputs are not representative
of the inputs that could have been used in the valuation of any
one financial instrument (i.e., the input used for valuing one
financial instrument within a particular class of financial
instruments may not be appropriate for valuing other financial
instruments within that given class). Additionally, the ranges of
inputs presented below should not be construed to represent
uncertainty regarding the fair values of our financial instruments;
rather, the range of inputs is reflective of the differences in the
underlying characteristics of the financial instruments in each
category.
For certain categories, we have provided a weighted average of
the inputs allocated based on the fair values of the financial
instruments comprising the category. We do not believe that the
range or weighted average of the inputs is indicative of the
reasonableness of uncertainty of our Level 3 fair values. The
range and weighted average are driven by the individual financial
instruments within each category and their relative distribution in
the population. The disclosed inputs when compared to the
inputs as disclosed in other periods should not be expected to
necessarily be indicative of changes in our estimates of
unobservable inputs for a particular financial instrument as the
population of financial instruments comprising the category will
vary from period to period based on purchases and sales of
financial instruments during the period as well as transfers into
and out of Level 3 each period.
69
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
November 30, 2025
Financial Instruments Owned
Fair Value
(in
thousands)
Valuation
Technique
Significant Unobservable Input(s)
Input / Range
Weighted
Average
Corporate equity securities .....................
$218,853
Non-exchange-traded securities
Market approach
Price
$0
-
$486
$85
Volatility
benchmarking
Volatility
44%
-
48%
47%
Corporate debt securities ........................
$37,578
Market approach
Price
$49
-
$121
$72
Discounted cash
flows
Discount rate/yield
18%
-
20%
19%
Scenario analysis
Estimated recovery percentage
30%
CDOs and CLOs ..........................................
$25,824
Discounted cash
flows
Constant prepayment rate
20%
Constant default rate
2%
Loss severity
30%
Discount rate/yield
17%
Market approach
Price
$98
-
$100
$99
RMBS ...........................................................
$6,663
Discounted cash
flows
Constant prepayment rate
12%
Constant default rate
0.3%
Loss severity
20%
Discount rate/yield
15%
Other ABS ...................................................
$129,693
Discounted cash
flows
Discount rate/yield
15.5%
-
15.7%
15.6%
Cumulative loss rate
16.0%
-
16.4%
16.2%
Duration (years)
1.1
-
1.2
1.1
Market approach
Price
$116
-
$133
$130
Scenario analysis
Estimated recovery percentage
66%
Loans and other receivables ...................
$127,720
Market approach
Price
$67
-
$129
$97
Scenario analysis
Estimated recovery percentage
8%
-
100%
35%
Derivatives ..................................................
$6,094
Embedded options
Market approach
Basis points upfront
0.4
-
0.5
0.5
Equity options
Volatility
benchmarking
Volatility
34%
Investments at fair value ..........................
$157,162
Private equity securities
Market approach
Price
$0
-
$27,989
$2,722
Discount rate/yield
28%
Estimated revenue
$29,818,082
Financial Instruments Sold, Not Yet Purchased:
Corporate debt securities ........................
$3,720
Scenario analysis
Estimated recovery percentage
30%
Loans ..........................................................
$9,757
Market approach
Price
$100
-
$129
$117
Scenario analysis
Estimated recovery percentage
30%
Derivatives ..................................................
$45,953
Equity options
Volatility
benchmarking
Volatility
34%
-
61%
58%
Embedded options
Market approach
Basis points upfront
0.0
-
21.0
13.3
Other secured financings .........................
$13,454
Scenario analysis
Estimated recovery percentage
74%
-
100%
96%
Market approach
Price
$114
-
$117
$115
Long-term debt ..........................................
$1,063,358
Structured notes
Market approach
Price
$72
-
$120
$101
November 2025 Form 10-K
70
Notes to Consolidated Financial Statements
November 30, 2024
Financial Instruments Owned
Fair Value
(in
thousands)
Valuation
Technique
Significant Unobservable Input(s)
Input / Range
Weighted
Average
Corporate equity securities .....................
$239,364
Non-exchange-traded securities
Market approach
Price
$0
-
$486
$68
Corporate debt securities ........................
$24,931
Market approach
Price
$28
-
$105
$74
CDOs and CLOs ..........................................
$53,388
Discounted cash
flows
Constant prepayment rate
20%
Constant default rate
2%
Loss severity
30%
Discount rate/yield
14%
-
32%
26%
Market approach
Price
$70
-
$106
$94
RMBS ...........................................................
$7,714
Discounted cash
flows
Constant prepayment rate
20%
Loss severity
10%
Discount rate/yield
12%
Other ABS ...................................................
$98,172
Discounted cash
flows
Discount rate/yield
19%
-
30%
25%
Cumulative loss rate
17%
-
34%
24%
Duration (years)
0.9
-
1.0
0.9
Market approach
Price
$106
-
$127
$121
Scenario analysis
Estimated recovery percentage
92%
Loans and other receivables ...................
$152,586
Market approach
Price
$17
-
$106
$75
Scenario analysis
Estimated recovery percentage
3%
-
252%
50%
Derivatives ..................................................
$1,396
Embedded options
Market approach
Basis points upfront
0.3
Investments at fair value ..........................
$132,769
Private equity securities
Market approach
Price
$1
-
$8,506
$501
Discount rate/yield
28%
Estimated revenue
$29,908,372
Financial Instruments Sold, Not Yet Purchased:
Loans ..........................................................
$16,864
Market approach
Price
$17
-
$100
$75
Scenario analysis
Estimated recovery percentage
0%
-
205%
50%
Derivatives ..................................................
$25,045
Equity options
Volatility
benchmarking
Volatility
28%
-
102%
49%
Options
Market approach
Basis points upfront
8.0
-
22.3
14.9
Other secured financings .........................
$14,884
Scenario analysis
Estimated recovery percentage
60%
-
100%
93%
Market approach
Price
$117
Long-term debt ..........................................
$821,903
Structured notes
Market approach
Price
$61
-
$122
$96
The fair values of certain Level 3 assets and liabilities that were
determined based on third-party pricing information, unadjusted
past transaction prices or a percentage of the reported enterprise
fair value are excluded from the above tables. At November 30,
2025 and 2024, asset exclusions consisted of $28.2 million and
$23.9 million, respectively, primarily composed of CDOs and
CLOs, Investments at fair value, certain derivatives, other ABS
and CMBS. At November 30, 2025 and 2024, liability exclusions
consisted of $0.2 million and $2.7 million, respectively, primarily
composed of CMBS, certain derivatives, corporate equity
securities and corporate debt securities.
Uncertainty of Fair Value Measurement from Use of Significant
Unobservable Inputs
For recurring fair value measurements categorized within Level 3
of the fair value hierarchy, the uncertainty of the fair value
measurement due to the use of significant unobservable inputs
and interrelationships between those unobservable inputs (if any)
are described below:
Non-exchange-traded securities, corporate debt securities,
CDOs and CLOs, loans and other receivables, RMBS, other ABS,
private equity securities, certain derivatives, other secured
financings and structured notes using a market approach
valuation technique. A significant increase (decrease) in the
price of the private equity securities, nonexchange-traded
securities, corporate debt securities, CDOs and CLOs, RMBS,
other ABS, loans and other receivables, other secured
financings and structured notes would result in a significantly
71
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
higher (lower) fair value measurement. A significant increase
(decrease) in the revenue or revenue multiple related to private
equity securities would result in a significantly higher (lower)
fair value measurement. A significant increase (decrease) in
the discount rate/security yield related to private equity
securities would result in a significantly lower (higher) fair
value measurement. Depending on whether we are a receiver
or (payer) of basis points upfront, a significant increase in
basis points would result in a significant increase (decrease) in
the fair value measurement of options.
Corporate debt securities, loans and other receivables, other
ABS and other secured financings using a scenario analysis
valuation technique. A significant increase (decrease) in the
possible recovery rates underlying the financial instrument
would result in a significantly higher (lower) fair value
measurement for the financial instrument.
CDOs and CLOs, corporate debt securities, RMBS and other
ABS using a discounted cash flows valuation technique. A
significant increase (decrease) in isolation in the constant
default rate, loss severity or cumulative loss rate would result
in a significantly lower (higher) fair value measurement. The
impact of changes in the constant prepayment rate and
duration would have differing impacts depending on the capital
structure and type of security. A significant increase
(decrease) in the discount rate/security yield would result in a
significantly lower (higher) fair value measurement.
Corporate equity securities and derivative equity options using
volatility benchmarking. A significant increase (decrease) in
volatility would result in a significantly higher (lower) fair value
measurement.
Fair Value Option Election
We have elected the fair value option for all loans and loan
commitments made by our investment banking and capital
markets businesses. These loans and loan commitments include
loans entered into by our investment banking division in
connection with client bridge financing and loan syndications,
loans purchased by our leveraged credit trading desk as part of
its bank loan trading activities and mortgage and consumer loan
commitments, purchases and fundings in connection with
mortgage-backed and other asset-backed securitization
activities. Loans and loan commitments originated or purchased
by our leveraged credit and mortgage-backed businesses are
managed on a fair value basis. Loans are included in Financial
instruments owned and loan commitments are included in
Financial instruments owned and Financial instruments sold, not
yet purchased. The fair value option election is not applied to
loans made to affiliate entities as such loans are entered into as
part of ongoing, strategic business ventures. Loans to affiliate
entities are included in Investments in and loans to related
parties and are accounted for on an amortized cost basis. We
have also elected the fair value option for certain of our
structured notes which are managed by our investment banking
and capital markets businesses and are included in Long-term
debt. We have elected the fair value option for certain financial
instruments held by subsidiaries as the investments are risk
managed by us on a fair value basis. The fair value option has
been elected for certain other secured financings that arise in
connection with our securitization activities and other structured
financings. Other secured financings, Receivables – Brokers,
dealers and clearing organizations, Receivables – Customers,
Receivables – Fees, interest and other, Payables – Brokers,
dealers and clearing organizations and Payables – Customers,
are accounted for at cost plus accrued interest rather than at fair
value; however, the recorded amounts approximate fair value due
to their liquid or short-term nature.
Gains (losses) due to changes in fair value related to instrument-
specific credit risk on loans, other receivables and debt
instruments and gains (losses) due to other changes in fair value
on Long-term debt measured at fair value under the fair value
option:
Year Ended November 30,
$ in thousands
2025
2024
2023
Financial instruments owned:
Loans and other receivables ..........
$20,329
$(24,029)
$46,421
Other secured financings:
Other changes in fair value (2) ......
(4,948)
(4,482)
(2,186)
Long-term debt:
Changes in instrument-specific
credit risk (1) ....................................
9,563
(32,580)
(106,801)
Other changes in fair value (2) ......
(45,492)
(115,912)
21,373
(1)Changes in fair value of structured notes related to instrument-specific credit
risk are presented net of tax in our Consolidated Statements of
Comprehensive Income.
(2)Other changes in fair value are included in Principal transactions revenues.
Difference between contractual principal and fair value (1):
November 30,
$ in thousands
2025
2024
Financial instruments owned:
Loans and other receivables (2) ................................
$2,378,747
$1,603,512
Loans and other receivables on nonaccrual
status and/or 90 days or greater past due (2) .....
319,394
132,838
Loans and other receivables 90 days or
greater past due (2) ..............................................
100,300
48,800
Long-term debt .............................................................
166,273
131,107
Other secured financings ............................................
237
459
(1)Amounts indicate contractual principal greater than or (less than) fair value.
(2)Interest income is recognized separately from other changes in fair value and
is included in Interest revenues.
Fair value of loans and other receivables on nonaccrual status:
November 30,
$ in thousands
2025
2024
Financial instruments owned:
Loans and other receivables on nonaccrual status
and/or 90 days or greater past due ...........................
$119,900
$126,900
Loans and other receivables 90 days or greater
past due .....................................................................
47,000
120,000
November 2025 Form 10-K
72
Notes to Consolidated Financial Statements
Assets Measured at Fair Value on a Non-recurring Basis
Certain assets were measured at fair value on a non-recurring
basis and are not included in the tables above. There were no
non-recurring fair value adjustments for the year ended
November 30, 2025. Assets measured at fair value on a non-
recurring basis for which we recognized a non-recurring fair value
adjustment for the periods presented:
November 30, 2024
(in thousands)
Level 3
Gains
(Losses)
Premises and equipment (1) .........................................
$
$(1,323)
Exchange ownership interests and registrations (2) .
(10)
Other assets (3) ..............................................................
21,900
21,900
November 30, 2023
(in thousands)
Level 3
Gains
(Losses)
Exchange ownership interests and registrations (2) .
$
$(78)
Investments in and loans to related parties (4) .........
(57,248)
Other assets (5) ..............................................................
1,755
(2,101)
(1)Premises and equipment losses represent impairments of leasehold
improvements, furniture, fixtures, computer and communications equipment
and capitalized software and were recognized in Technology and
communications and Occupancy and equipment rental in our Consolidated
Statements of Earnings.
(2)These impairment losses, which represent ownership interests in market
exchanges on which trading business is conducted, and registrations, were
recognized in Other expenses and the assets were in the Investment Banking
and Capital Markets reportable business segment. The fair value is based on
observed quoted sales prices for each individual membership.
(3)Our shares in Monashee, an equity method investment, were converted to a
newly created class of nonmarketable preferred shares. Our equity method
investment was remeasured in connection with its nonmonetary exchange
into the preferred shares, which are accounted for at cost pursuant to the
measurement alternative subsequent to the nonmonetary exchange. The gain
was recognized in Other revenues and the asset was in the Asset
Management reportable business segment.
(4)These impairment losses, which are related to an equity method investments,
were recognized in Other revenues and the asset was in the Asset
Management reportable business segment. Fair value was based on our best
estimate of what could be recognized in a sale transaction for the investment.
(5)These impairment losses, which are related to real estate held for
development, were recognized in Other revenues and are held in the Asset
Management reportable business segment. Fair value was based on
estimated future cash flows using discounts rates ranging from 10.0% to
14.0%.
Financial Instruments Not Measured at Fair Value
Certain of our financial instruments are not carried at fair value
but are recorded at amounts that approximate fair value due to
their liquid or short-term nature and generally negligible credit
risk. These financial assets include Cash and cash equivalents
and Cash and securities segregated and on deposit for regulatory
purposes or deposited with clearing and depository organizations
and would generally be presented within Level 1 of the fair value
hierarchy.
We have equity securities without readily determinable fair
values, which we account for at cost, minus impairment, which
are presented within Other assets and were $21.9 million at both
November 30, 2025 and 2024. There were no net gains or
(losses) recognized on these investments during the years ended
November 30, 2025 and 2024. Net losses of $122.2 million were
recognized on these investments during the year ended
November 30, 2023. Impairments and downward adjustments on
these investments during the year ended November 30, 2023
were $80.3 million. There were no impairments and downward
adjustments on these investments during the years ended
November 30, 2025 and 2024. These investments would
generally be presented within Level 3 of the fair value hierarchy.
Note 6. Derivative Financial Instruments
Our derivative activities are recorded at fair value in our
Consolidated Statements of Financial Condition in Financial
instruments owned and Financial instruments sold, not yet
purchased, net of cash paid or received under credit support
agreements and on a net counterparty basis when a legally
enforceable right to offset exists under a master netting
agreement. We enter into derivative transactions to satisfy the
needs of our clients and to manage our own exposure to market
and credit risks. In addition, we apply hedge accounting to: (1)
interest rate swaps that have been designated as fair value
hedges of the changes in fair value due to the benchmark interest
rate for certain fixed rate senior long-term debt, and (2) forward
foreign exchange contracts designated as hedges to offset the
change in the value of certain net investments in foreign
operations.
Derivatives are subject to various risks similar to other financial
instruments, including market, credit and operational risk. The
risks of derivatives should not be viewed in isolation, but rather
should be considered on an aggregate basis along with our other
trading-related activities. We manage the risks associated with
derivatives on an aggregate basis along with the risks associated
with proprietary trading as part of our firm wide risk management
policies.
In connection with our derivative activities, we may enter into
International Swaps and Derivatives Association, Inc. master
netting agreements or similar agreements with counterparties.
Refer to Note 2, Summary of Significant Accounting Policies for
additional information regarding the offsetting of derivative
contracts.
The following tables also provide information regarding (1) the
extent to which, under enforceable master netting arrangements,
such balances are presented net in our Consolidated Statements
of Financial Condition as appropriate under U.S. GAAP and (2)
the extent to which other rights of setoff associated with these
arrangements exist and could have an effect on our financial
position.
The fair value of assets/liabilities in the following tables
represent our receivable/payable for derivative financial
instruments, gross of counterparty netting and cash collateral
received and pledged.
73
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
November 30, 2025 (1)
Assets
Liabilities
$ in thousands
Fair Value
Number of
Contracts (2)
Fair Value
Number of
Contracts (2)
Derivatives designated as
accounting hedges:
Interest rate contracts:
Cleared OTC ........................................
$
$2,519
4
Foreign exchange contracts:
Bilateral OTC .......................................
40,444
7
574
2
Total derivatives designated as
accounting hedges ............................
40,444
3,093
Derivatives not designated as
accounting hedges:
Interest rate contracts:
Exchange-traded ................................
232
33,107
24
36,811
Cleared OTC ........................................
806,009
8,148
804,799
8,325
Bilateral OTC .......................................
285,053
1,576
614,104
823
Foreign exchange contracts:
Bilateral OTC .......................................
115,068
34,418
103,297
12,028
Equity contracts:
Exchange-traded ................................
2,776,601
3,275,468
2,156,730
2,298,561
Bilateral OTC .......................................
1,367,089
57,254
1,670,215
36,481
Commodity contracts:
Exchange-traded ................................
452
627
73
668
Bilateral OTC .......................................
6,381
18,497
7,293
15,417
Credit contracts:
Cleared OTC ........................................
10,960
58
17,120
13
Bilateral OTC .......................................
121,557
17
98,456
15
Total derivatives not designated
as accounting hedges .......................
5,489,402
5,472,111
Total gross derivative assets/
liabilities:
Exchange-traded ................................
2,777,285
2,156,827
Cleared OTC ........................................
816,969
824,438
Bilateral OTC .......................................
1,935,592
2,493,939
Amounts offset in our
Consolidated Statements of
Financial Condition (3):
Exchange-traded ................................
(1,600,969)
(1,600,969)
Cleared OTC ........................................
(815,810)
(819,548)
Bilateral OTC .......................................
(1,288,985)
(1,564,670)
Net amounts per Consolidated
Statements of Financial
Condition (4) .................................
$1,824,082
$1,490,017
(1)Exchange-traded derivatives include derivatives executed on an organized
exchange. Cleared OTC derivatives include derivatives executed bilaterally and
subsequently novated to and cleared through central clearing counterparties.
Bilateral OTC derivatives include derivatives executed and settled bilaterally
without the use of an organized exchange or central clearing counterparty.
(2)The number of exchange-traded contracts may include open futures
contracts. The unsettled fair value of these futures contracts is included in
Receivables from/Payables to brokers, dealers and clearing organizations.
(3)Amounts netted include both netting by counterparty and for cash collateral
paid or received.
(4)We have not received or pledged additional collateral under master netting
agreements and/or other credit support agreements that is eligible to be
offset beyond what has been offset in our Consolidated Statements of
Financial Condition.
November 30, 2024 (1)
Assets
Liabilities
$ in thousands
Fair Value
Number of
Contracts (2)
Fair Value
Number of
Contracts (2)
Derivatives designated as
accounting hedges:
Interest rate contracts:
Cleared OTC .........................................
$3,396
3
$
Foreign exchange contracts:
Bilateral OTC ........................................
41,903
3
Total derivatives designated as
accounting hedges .............................
45,299
Derivatives not designated as
accounting hedges:
Interest rate contracts:
Exchange-traded .................................
273
16,548
13
32,984
Cleared OTC .........................................
1,030,842
6,663
1,030,671
6,891
Bilateral OTC ........................................
365,678
1,096
717,255
1,256
Foreign exchange contracts:
Bilateral OTC ........................................
132,240
57,786
138,608
35,545
Equity contracts:
Exchange-traded .................................
682,327
1,777,822
521,889
1,574,498
Bilateral OTC ........................................
855,169
33,516
1,024,129
20,587
Commodity contracts:
Exchange-traded .................................
22
806
17
697
Bilateral OTC .......................................
4,570
11,691
1,381
5,180
Credit contracts:
Cleared OTC .........................................
31,488
66
38,711
32
Bilateral OTC ........................................
37,618
16
31,353
32
Total derivatives not designated as
accounting hedges .............................
3,140,227
3,504,027
Total gross derivative assets/
liabilities:
Exchange-traded .................................
682,622
521,919
Cleared OTC .........................................
1,065,726
1,069,382
Bilateral OTC ........................................
1,437,178
1,912,726
Amounts offset in our
Consolidated Statements of
Financial Condition (3):
Exchange-traded .................................
(476,364)
(476,364)
Cleared OTC .........................................
(1,058,995)
(1,066,232)
Bilateral OTC ........................................
(1,132,392)
(1,251,117)
Net amounts per Consolidated
Statements of Financial
Condition (4) ..................................
$517,775
$710,314
(1)Exchange-traded derivatives include derivatives executed on an organized
exchange. Cleared OTC derivatives include derivatives executed bilaterally and
subsequently novated to and cleared through central clearing counterparties.
Bilateral OTC derivatives include derivatives executed and settled bilaterally
without the use of an organized exchange or central clearing counterparty.
(2)The number of exchange-traded contracts may include open futures
contracts. The unsettled fair value of these futures contracts is included in
Receivables from/Payables to brokers, dealers and clearing organizations.
(3)Amounts netted include both netting by counterparty and for cash collateral
paid or received.
(4)We have not received or pledged additional collateral under master netting
agreements and/or other credit support agreements that is eligible to be
offset beyond what has been offset in our Consolidated Statements of
Financial Condition.
Gains (losses) recognized in Interest expense related to fair value
hedges:
$ in thousands
Year Ended November 30,
Gains (Losses)
2025
2024
2023
Interest rate swaps (1) ....................
$1,692
$(12,735)
$(78,766)
Long-term debt ................................
(50,844)
(50,407)
21,638
Total ..................................................
$(49,152)
$(63,142)
$(57,128)
November 2025 Form 10-K
74
Notes to Consolidated Financial Statements
(1)Includes net settlements of $(48.0) million, $(62.3) million and $(55.6) million
for the years ended November 30, 2025, 2024 and 2023, respectively.
Gains (losses) on our net investment hedges recognized in
Currency translation and other adjustments, a component of
Other comprehensive income (loss), in our Consolidated
Statements of Comprehensive Income:
$ in thousands
Year Ended November 30,
Gains (Losses)
2025
2024
2023
Foreign exchange contracts ..........
$(41,217)
$(9,652)
$(49,060)
Total ..................................................
$(41,217)
$(9,652)
$(49,060)
Unrealized and realized gains (losses) on derivative contracts
recognized primarily in Principal transactions revenues, which are
utilized in connection with our client activities and our economic
risk management activities:
$ in thousands
Year Ended November 30,
Gains (Losses)
2025
2024
2023
Interest rate contracts ....................
$(62,039)
$108,192
$215,856
Foreign exchange contracts ..........
7,190
68,943
46,744
Equity contracts ...............................
1,926,711
(295,662)
(99,968)
Commodity contracts .....................
23,170
33,384
4,089
Credit contracts ...............................
(10,042)
(18,250)
(10,983)
Total ..................................................
$1,884,990
$(103,393)
$155,738
The net gains (losses) on derivative contracts in the table above
are one of a number of activities comprising our business
activities and are before consideration of economic hedging
transactions, which generally offset the net gains (losses)
included above. We substantially mitigate our exposure to market
risk on our cash instruments through derivative contracts, which
generally provide offsetting revenues, and we manage the risk
associated with these contracts in the context of our overall risk
management framework.
OTC Derivatives
Remaining contract maturities at November 30, 2025:
OTC Derivative Assets (1) (2) (3)
$ in thousands
0 – 12
 Months
1 – 5
Years
Greater
Than 5
Years
Cross-
Maturity
Netting (4)
Total
Commodity swaps, options
and forwards .........................
$6,284
$
$
$
$6,284
Equity options and forwards ....
91,052
190,810
(282)
281,580
Credit default swaps .................
447
175
25,384
(119)
25,887
Total return swaps .....................
207,007
142,689
217
(32,505)
317,408
Foreign currency forwards,
swaps and options ...............
108,744
1,174
(29)
109,889
Fixed income forwards .............
93,755
93,755
Interest rate swaps, options
and forwards .........................
42,618
148,800
26,491
(15,339)
202,570
Total .............................................
$549,907
$483,648
$52,092
$(48,274)
1,037,373
Cross-product counterparty
netting ....................................
(81,044)
Total OTC derivative assets
included in Financial
instruments owned ..............
$956,329
OTC Derivative Liabilities (1) (2) (3)
$ in thousands
0 – 12
Months
1 – 5
Years
Greater
Than 5
Years
Cross-
Maturity
Netting (4)
Total
Commodity swaps, options
and forwards ........................
$7,195
$
$
$
$7,195
Equity options and forwards ....
233,440
210,320
(282)
443,478
Credit default swaps .................
32
6,083
1,670
(119)
7,666
Total return swaps ....................
342,002
238,354
(32,505)
547,851
Foreign currency forwards,
swaps and options ..............
57,550
723
(29)
58,244
Fixed income forwards .............
1,753
1,753
Interest rate swaps, options
and forwards ........................
25,031
79,410
447,897
(15,339)
536,999
Total ............................................
$667,003
$534,890
$449,567
$(48,274)
1,603,186
Cross-product counterparty
netting ...................................
(81,044)
Total OTC derivative
liabilities included in
Financial instruments
sold, not yet purchased ......
$1,522,142
(1)At November 30, 2025, we held net exchange-traded derivative assets and
liabilities and other credit agreements with a fair value of $1.18 billion and
$555.8 million, respectively, which are not included in these tables.
(2)OTC derivative assets and liabilities in the tables above are gross of collateral
pledged. OTC derivative assets and liabilities are recorded net of collateral
pledged in our Consolidated Statements of Financial Condition. At
November 30, 2025, cash collateral received and pledged was $308.5 million
and $587.9 million, respectively.
(3)Derivative fair values include counterparty netting within product category.
(4)Amounts represent the netting of receivable balances with payable balances
for the same counterparty within product category across maturity categories.
Counterparty credit quality with respect to the fair value of our
OTC derivative assets at November 30, 2025:
Counterparty credit quality (1):
$ in thousands
A- or higher ...............................................................................................
$302,173
BBB- to BBB+ ...........................................................................................
50,939
BB+ or lower .............................................................................................
267,787
Unrated .....................................................................................................
335,430
Total ..........................................................................................................
$956,329
(1)We utilize internal credit ratings determined by our Risk Management
department. Credit ratings determined by Risk Management use
methodologies that produce ratings generally consistent with those produced
by external rating agencies.
Credit Related Derivative Contracts
External credit ratings of the underlyings or referenced assets for
our written credit related derivative contracts:
November 30, 2025
External Credit Rating
$ in millions
Investment
Grade
Non-
investment
Grade
Total
Notional
Credit protection sold:
Index credit default swaps .....................
$51.4
$873.2
$924.6
November 30, 2024
External Credit Rating
$ in millions
Investment
Grade
Non-
investment
Grade
Total
Notional
Credit protection sold:
Index credit default swaps .....................
$395.2
$553.4
$948.6
75
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Contingent Features
Certain derivative instruments contain provisions that require us
to either post additional collateral or immediately settle any
outstanding liability balances upon a specific event related to our
credit, primarily downgrades in our credit ratings. The following
table presents the aggregate fair value of all derivative
instruments with such credit-risk-related contingent features that
are in a net liability position, the collateral amounts we have
posted or received in the normal course of business and the
potential collateral we could have been required to return and/or
post additionally to our counterparties if the credit-risk-related
contingent features underlying these agreements were triggered:
November 30,
$ in millions
2025
2024
Derivative instrument liabilities with credit-risk-
related contingent features ...................................
$107.3
$102.3
Collateral posted ..........................................................
(70.0)
(50.6)
Collateral received .......................................................
343.3
296.1
Return of and additional collateral required in the
event of a credit rating downgrade below
investment grade (1) ..............................................
380.5
347.8
(1)These potential outflows include initial margin received from counterparties at
the execution of the derivative contract. The initial margin will be returned if
counterparties elect to terminate the contract after a downgrade.
Note 7. Collateralized Transactions
Our repurchase agreements and securities borrowing and lending
arrangements are generally recorded at cost in our Consolidated
Statements of Financial Condition, which is a reasonable
approximation of their fair values due to their short-term nature.
We enter into secured borrowing and lending arrangements to
obtain collateral necessary to effect settlement, finance inventory
positions, meet customer needs or re-lend as part of our dealer
operations. We monitor the fair value of the securities loaned and
borrowed on a daily basis as compared to the related payable or
receivable, and request additional collateral or return excess
collateral, as appropriate. We pledge financial instruments as
collateral under repurchase agreements, securities lending
agreements and other secured arrangements, including clearing
arrangements. Our agreements with counterparties generally
contain contractual provisions allowing the counterparty the right
to sell or repledge the collateral. Pledged securities owned that
can be sold or repledged by the counterparty are included in
Financial instruments owned, at fair value and noted
parenthetically as Securities pledged in our Consolidated
Statements of Financial Condition.
In instances where we receive securities as collateral in
connection with securities-for-securities transactions in which we
are the lender of securities and are permitted to sell or repledge
the securities received as collateral, we report the fair value of
the collateral received and the related obligation to return the
collateral in our Consolidated Statements of Financial Condition.
November 30, 2025
$ in millions
Securities
Lending
Arrangements
Repurchase
Agreements
Obligation to
Return
Securities
Received as
Collateral, at
Fair Value
Total
Collateral Pledged:
Corporate equity
securities .....................
$1,875.2
$1,028.6
$
$2,903.8
Corporate debt
securities .....................
589.7
3,271.5
3,861.2
Mortgage-backed and
asset-backed
securities .....................
2,062.6
2,062.6
U.S. government and
federal agency
securities .....................
21.6
9,183.1
9,204.7
Municipal securities ........
422.3
422.3
Sovereign obligations .....
54.3
1,487.7
200.5
1,742.5
Loans and other
receivables ..................
805.4
805.4
Total ..................................
$2,540.8
$18,261.2
$200.5
$21,002.5
November 30, 2024
$ in millions
Securities
Lending
Arrangements
Repurchase
Agreements
Obligation to
Return
Securities
Received as
Collateral, at
Fair Value
Total
Collateral Pledged:
Corporate equity
securities .....................
$2,059.8
$1,394.2
$3.9
$3,457.8
Corporate debt
securities .....................
416.4
4,522.5
4,938.9
Mortgage-backed and
asset-backed
securities .....................
2,384.8
2,384.8
U.S. government and
federal agency
securities .....................
30.9
6,837.1
6,868.0
Municipal securities ........
212.1
212.1
Sovereign obligations .....
33.7
1,981.0
181.7
2,196.4
Loans and other
receivables ..................
757.4
757.4
Total ..................................
$2,540.9
$18,088.9
$185.6
$20,815.4
November 30, 2025
$ in millions
Overnight
and
Continuous
Up to 30
Days
31-90
Days
Greater
than 90
Days
Total
Securities lending
arrangements ..............
$2,072.7
$123.8
$81.3
$263.0
$2,540.8
Repurchase agreements .
2,108.1
9,569.4
2,959.8
3,623.9
18,261.2
Obligation to return
securities received as
collateral, at fair
value .............................
200.5
200.5
Total ...................................
$4,381.3
$9,693.2
$3,041.1
$3,886.9
$21,002.5
November 30, 2024
$ in millions
Overnight
and
Continuous
Up to 30
Days
31-90
Days
Greater
than 90
Days
Total
Securities lending
arrangements ..............
$1,617.8
$154.3
$250.4
$518.4
$2,540.9
Repurchase agreements .
2,258.1
7,055.1
4,182.8
4,592.9
18,088.9
Obligation to return
securities received as
collateral, at fair
value .............................
185.6
185.6
Total ...................................
$4,061.5
$7,209.4
$4,433.2
$5,111.2
$20,815.4
November 2025 Form 10-K
76
Notes to Consolidated Financial Statements
We receive securities as collateral under resale agreements,
securities borrowing transactions, customer margin loans, and in
connection with securities-for-securities transactions in which we
are the lender of securities. We also receive securities as initial
margin on certain derivative transactions. In many instances, we
are permitted by contract to rehypothecate the securities
received as collateral. These securities may be used to secure
repurchase agreements, enter into securities lending
transactions, satisfy margin requirements on derivative
transactions or cover short positions. At November 30, 2025 and
2024, the approximate fair value of securities received as
collateral by us that may be sold or repledged was $49.68 billion
and $37.63 billion, respectively. At November 30, 2025 and 2024,
a substantial portion of the securities received by us had been
sold or repledged.
77
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Securities Financing Agreements
To manage our exposure to credit risk associated with securities financing transactions, we may enter into master netting agreements
and collateral arrangements with counterparties. Generally, transactions are executed under standard industry agreements, including,
but not limited to, master securities lending agreements (securities lending transactions) and master repurchase agreements
(repurchase transactions).
The following tables provide information regarding repurchase agreements, securities borrowing and lending arrangements and
securities received as collateral, at fair value, and obligation to return securities received as collateral, at fair value, that are recognized
in our Consolidated Statements of Financial Condition and (1) the extent to which, under enforceable master netting arrangements,
such balances are presented net in our Consolidated Statements of Financial Condition as appropriate under U.S.GAAP and (2) the
extent to which other rights of setoff associated with these arrangements exist and could have an effect on our financial position.
November 30, 2025
$ in millions
Gross
Amounts
Netting in
Consolidated
Statements
of Financial
Condition
Net Amounts in
Consolidated
Statements of
Financial
Condition
Additional
Amounts
Available for
Setoff (1)
Available
Collateral (2)
Net
Amount (3)
Assets:
Securities borrowing arrangements ...................................
$8,295.2
$
$8,295.2
$(512.3)
$(1,913.5)
$5,869.4
Reverse repurchase agreements .........................................
14,553.6
(6,104.5)
8,449.1
(2,727.2)
(5,670.2)
51.7
Securities received as collateral, at fair value ...................
200.5
200.5
(200.5)
Liabilities:
Securities lending arrangements ........................................
$2,540.8
$
$2,540.8
$(512.3)
$(1,920.0)
$108.5
Repurchase agreements .......................................................
18,261.2
(6,104.5)
12,156.7
(2,727.2)
(8,666.7)
762.8
Obligation to return securities received as collateral, at
fair value .............................................................................
200.5
200.5
(200.5)
November 30, 2024
$ in millions
Gross
Amounts
Netting in
Consolidated
Statements
of Financial
Condition
Net Amounts in
Consolidated
Statements of
Financial
Condition
Additional
Amounts
Available for
Setoff (1)
Available
Collateral (2)
Net
Amount (4)
Assets:
Securities borrowing arrangements ...................................
$7,213.4
$
$7,213.4
$(325.4)
$(1,537.3)
$5,350.7
Reverse repurchase agreements .........................................
11,930.7
(5,751.0)
6,179.7
(1,475.9)
(4,574.0)
129.8
Securities received as collateral, at fair value ...................
185.6
185.6
(185.6)
Liabilities:
Securities lending arrangements ........................................
$2,540.9
$
$2,540.9
$(325.4)
$(2,091.4)
$124.1
Repurchase agreements .......................................................
18,088.9
(5,751.0)
12,337.9
(1,475.9)
(10,274.6)
587.4
Obligation to return securities received as collateral, at
fair value .............................................................................
185.6
185.6
(185.6)
(1)Under master netting agreements with our counterparties, we have the legal right of offset with a counterparty, which incorporates all of the counterparty’s outstanding
rights and obligations under the arrangement. These balances reflect additional credit risk mitigation that is available by a counterparty in the event of a counterparty’s
default, but which are not netted in our Consolidated Statements of Financial Condition because other netting provisions of U.S. GAAP are not met.
(2)Includes securities received or paid under collateral arrangements with counterparties that could be liquidated in the event of a counterparty default and thus offset
against a counterparty’s rights and obligations under the respective repurchase agreements or securities borrowing or lending arrangements.
(3)Includes $5.81 billion of securities borrowing arrangements, for which we have received securities collateral of $5.69 billion, and $670.0 million of repurchase
agreements, for which we have pledged securities collateral of $688.0 million, which are subject to master netting agreements, but we have not determined the
agreements to be legally enforceable.
(4)Includes $5.31 billion of securities borrowing arrangements, for which we have received securities collateral of $5.19 billion, and $645.0 million of repurchase
agreements, for which we have pledged securities collateral of $656.9 million, which are subject to master netting agreements, but we have not determined the
agreements to be legally enforceable.
November 2025 Form 10-K
78
Notes to Consolidated Financial Statements
Note 8. Securitization Activities
We engage in securitization activities related to corporate loans,
mortgage loans, consumer loans and mortgage-backed and other
asset-backed securities. In our securitization transactions, we
transfer these assets to special purpose entities (“SPEs”) and act
as the placement or structuring agent for the beneficial interests
sold to investors by the SPE. A portion of our securitization
transactions are the securitization of assets issued or
guaranteed by U.S. government agencies. These SPEs generally
meet the criteria of VIEs; however, we generally do not
consolidate the SPEs as we are not considered the primary
beneficiary for these SPEs. Refer to Note 9, Variable Interest
Entities for further discussion on VIEs and our determination of
the primary beneficiary.
We account for our securitization transactions as sales, provided
we have relinquished control over the transferred assets.
Transferred assets are carried at fair value with unrealized gains
and losses reflected in Principal transactions revenues prior to
the identification and isolation for securitization. Subsequently,
revenues recognized upon securitization are reflected as net
underwriting revenues. We generally receive cash proceeds in
connection with the transfer of assets to an SPE. We may,
however, have continuing involvement with the transferred
assets, which is limited to retaining one or more tranches of the
securitization (primarily senior and subordinated debt securities
in the form of mortgage-backed and other-asset backed
securities or CLOs). These securities are included in Financial
instruments owned, at fair value and are generally initially
categorized as Level 2 within the fair value hierarchy.
Securitizations that were accounted for as sales in which we had
continuing involvement:
Year Ended November 30,
$ in millions
2025
2024
2023
Transferred assets ..........................
$6,228.9
$5,230.7
$8,664.5
Proceeds on new securitizations ..
6,228.9
5,230.7
8,639.6
Cash flows received on retained
interests ............................................
26.1
33.4
22.8
We have no explicit or implicit arrangements to provide additional
financial support to these SPEs, have no liabilities related to
these SPEs and do not have any outstanding derivative contracts
executed in connection with these securitization activities at
November 30, 2025 and 2024.
Our retained interests in SPEs where we transferred assets and
have continuing involvement and received sale accounting
treatment:
November 30,
$ in millions
2025
2024
Securitization Type
Total
Assets
Retained
Interests
Total
Assets
Retained
Interests
U.S. government agency RMBS ...
$405.7
$4.0
$3,956.8
$105.7
U.S. government agency CMBS ...
1,108.2
1.1
1,817.1
91.8
CLOs .................................................
10,970.6
436.6
9,001.9
37.2
Consumer and other loans ...........
2,596.7
104.9
1,424.4
52.1
Total assets represent the unpaid principal amount of assets in
the SPEs in which we have continuing involvement and are
presented solely to provide information regarding the size of the
transactions and the size of the underlying assets supporting our
retained interests and are not considered representative of the
risk of potential loss. Assets retained in connection with a
securitization transaction represent the fair value of the
securities of one or more tranches issued by an SPE, including
senior and subordinated tranches. Our risk of loss is limited to
this fair value amount which is included in total Financial
instruments owned in our Consolidated Statements of Financial
Condition.
Although not obligated, in connection with secondary market-
making activities we may make a market in the securities issued
by these SPEs. In these market-making transactions, we buy
these securities from and sell these securities to investors.
Securities purchased through these market-making activities are
not considered to be continuing involvement in these SPEs. To
the extent we purchased securities through these market-making
activities, and we are not deemed to be the primary beneficiary of
the VIE, these securities are included in agency and non-agency
mortgage-backed and asset-backed securitizations in the
nonconsolidated VIEs section presented in Note 9, Variable
Interest Entities.
If we have not relinquished control over the transferred assets,
the assets continue to be recognized in Financial instruments
owned and a corresponding liability is recognized in Other
secured financings. The carrying value of assets and liabilities at
November 30, 2025 resulting from transfers of financial assets
treated as secured financings was $456.1 million and $456.1
million, respectively. The related liabilities do not have recourse
to our general credit.
Note 9. Variable Interest Entities
VIEs are entities in which equity investors lack the characteristics
of a controlling financial interest. VIEs are consolidated by the
primary beneficiary. The primary beneficiary is the party who has
both (1) the power to direct the activities of a VIE that most
significantly impact the entity’s economic performance and (2)
an obligation to absorb losses of the entity or a right to receive
benefits from the entity that could potentially be significant to the
entity.
Our variable interests in VIEs include debt and equity interests,
commitments, guarantees and certain fees. Our involvement with
VIEs arises primarily from:
Purchases of securities in connection with our trading and
secondary market making activities;
Retained interests held as a result of securitization activities;
Acting as placement agent and/or underwriter in connection
with client-sponsored securitizations;
Financing of agency and non-agency mortgage-backed and
other asset-backed securities;
Warehouse funding arrangements for client-sponsored
consumer and mortgage loan vehicles and CLOs through
participation agreements, forward sale agreements, reverse
repurchase agreements, and revolving loan and note
commitments; and
Loans to, investments in and fees from various investment
vehicles.
79
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
We determine whether we are the primary beneficiary of a VIE
upon our initial involvement with the VIE and we reassess
whether we are the primary beneficiary of a VIE on an ongoing
basis. Our determination of whether we are the primary
beneficiary of a VIE is based upon the facts and circumstances
for each VIE and requires judgment. Our considerations in
determining the VIE’s most significant activities and whether we
have power to direct those activities include, but are not limited
to, the VIE’s purpose and design and the risks passed through to
investors, the voting interests of the VIE, management, service
and/or other agreements of the VIE, involvement in the VIE’s
initial design and the existence of explicit or implicit financial
guarantees. In situations where we have determined that the
power over the VIE’s significant activities is shared, we assess
whether we are the party with the power over the most significant
activities. If we are the party with the power over the most
significant activities, we meet the “power” criteria of the primary
beneficiary. If we do not have the power over the most significant
activities or we determine that decisions require consent of each
sharing party, we do not meet the “power” criteria of the primary
beneficiary.
We assess our variable interests in a VIE both individually and in
aggregate to determine whether we have an obligation to absorb
losses of or a right to receive benefits from the VIE that could
potentially be significant to the VIE. The determination of whether
our variable interest is significant to the VIE requires judgment. In
determining the significance of our variable interest, we consider
the terms, characteristics and size of the variable interests, the
design and characteristics of the VIE, our involvement in the VIE
and our market-making activities related to the variable interests.
Consolidated VIEs:
November 30, 2025 (1)
$ in millions
Secured
Funding
Vehicles
Other
Cash ...................................................................................
$
$1.7
Segregated cash ..............................................................
1.4
Financial instruments owned ........................................
1.4
142.6
Securities purchased under agreements to resell (2)
3,043.4
121.5
Receivables from brokers (3) .........................................
104.1
Other receivables .............................................................
3.1
Other assets (4) ...............................................................
87.1
Total assets ......................................................................
$3,044.8
$461.5
Financial instruments sold, not yet purchased ...........
$
$83.8
Other secured financings (5) .........................................
3,042.4
21.6
Repurchase agreement ...................................................
147.8
Other liabilities (6) ...........................................................
7.3
85.1
Long-term debt ................................................................
70.2
Total liabilities .................................................................
$3,049.7
$408.5
November 30, 2024 (1)
$ in millions
Secured
Funding
Vehicles
Other
Cash ...................................................................................
$
$1.6
Financial instruments owned .........................................
40.0
Securities purchased under agreements to resell (2)
2,829.7
Receivables from brokers (3) .........................................
23.5
Other receivables .............................................................
3.0
Other assets (4) ...............................................................
90.3
Total assets ......................................................................
$2,829.7
$158.4
Financial instruments sold, not yet purchased ...........
$
$7.6
Other secured financings (5) .........................................
2,823.0
26.1
Other liabilities (6) ...........................................................
6.7
23.1
Long-term debt ................................................................
70.1
Total liabilities .................................................................
$2,829.7
$126.9
(1)Assets and liabilities are presented prior to consolidation and thus a portion of
these assets and liabilities are eliminated in consolidation.
(2)Securities purchased under agreements to resell primarily represent amounts
due under collateralized transactions on related consolidated entities, all of
which are eliminated in consolidation.
(3)Includes $0.5 million and $1.5 million at November 30, 2025 and 2024,
respectively, with related consolidated entities, which are eliminated in
consolidation.
(4)Includes $3.4 million and $3.4 million at November 30, 2025 and 2024,
respectively, with related consolidated entities, which are eliminated in
consolidation.
(5)Includes $780.5 million and $719.0 million at November 30, 2025 and 2024,
respectively, with related consolidated entities, which are eliminated in
consolidation.
(6)Includes $84.0 million and $22.0 million at November 30, 2025 and 2024,
respectively, with related consolidated entities, which are eliminated in
consolidation.
Secured Funding Vehicles. We sell agency and non-agency
residential and commercial mortgage loans, and asset-backed
securities to asset-backed financing vehicles pursuant to the
terms of a master repurchase agreement. Our variable interests
in these vehicles consist of our collateral margin maintenance
obligations under the master repurchase agreement, and retained
interests in securities issued. The assets of these VIEs consist of
reverse repurchase agreements, which are available for the
benefit of the vehicle’s debt holders. We also from time to time
securitize other financial instruments and own variable interests
in other securitization vehicles.
Other. We manage investment vehicles for external investors and
for the benefit of our employees and we may also hold a
controlling financial interest in investment vehicles managed by
third parties. The assets of these VIEs consist primarily of equity
securities and broker receivables. Our variable interests in these
vehicles consist of equity securities, management and
performance fees and revenue share arrangements. The
creditors of these VIEs do not have recourse to our general credit
and each such VIE’s assets are not available to satisfy any other
debt.
We are the primary beneficiary of a real estate syndication entity
that develops multi-family residential property and manages the
property. The assets of the VIE consist primarily of real estate
and its liabilities primarily consist of accrued expenses and long-
term debt secured by the real estate property. Our variable
interest in the VIE primarily consists of our limited liability
company interest, a sponsor promote and development and
asset management fees for managing the project.
We are the primary beneficiary of special purpose vehicles that
hold risk retention notes issued as part of unsecured loan asset-
November 2025 Form 10-K
80
Notes to Consolidated Financial Statements
backed transactions. Our variable interest in the VIEs primarily
consists of our ownership of certificates issued by the VIEs.
Nonconsolidated VIEs
November 30, 2025
Carrying Amount
Maximum
Exposure to
Loss
VIE Assets
$ in millions
Assets
Liabilities
CLOs ......................................
$1,245.3
$96.5
$7,055.5
$17,600.4
Asset-backed vehicles ........
1,207.3
1,797.1
6,616.0
Related party private equity
vehicles ............................
3.5
14.3
57.7
Other investment vehicles ..
1,722.7
2,009.6
74,007.9
Total .......................................
$4,178.8
$96.5
$10,876.5
$98,282.0
November 30, 2024
Carrying Amount
Maximum
Exposure to
Loss
VIE Assets
$ in millions
Assets
Liabilities
CLOs ......................................
$951.8
$26.5
$6,511.1
$14,872.4
Asset-backed vehicles ........
827.4
946.3
4,266.7
Related party private equity
vehicles ............................
3.7
14.0
34.4
Other investment vehicles ..
1,107.8
1,365.8
19,064.1
Total .......................................
$2,890.7
$26.5
$8,837.2
$38,237.6
Maximum Disclosure to Loss
Maximum exposure to loss represents the total of the carrying
value of our on-balance sheet interests in the unconsolidated
VIEs and the notional amount of any unfunded off-balance sheet
arrangements with the unconsolidated VIEs. With respect to
CLOs and asset-backed vehicles, the off-balance sheet
arrangements typically represent the undrawn notional amount of
arrangements to finance the acquisition of assets during the
warehousing and pre-closing phase of the vehicles. The
maximum exposure to loss is based on the unlikely event that all
of the assets in the VIEs become worthless and incorporates not
only potential losses associated with the carrying amounts of
assets recognized on the Consolidated Statements of Financial
Condition but also potential losses associated with unfunded
commitments and other contractual arrangements. The
maximum exposure to loss does not include the offsetting
benefit of any financial instruments that may be utilized to hedge
the risks associated with our variable interests is not reduced by
the amount of collateral held as part of a transaction with a VIE
and does not consider any executed forward sale agreements
where we have committed to sell ownership interests in any of
the investment vehicles.
Collateralized Loan Obligations. Assets collateralizing the CLOs
include bank loans, participation interests, sub-investment grade
and senior secured U.S. loans, and senior secured Euro-
denominated corporate leveraged loans and bonds. We
underwrite securities issued in CLO transactions on behalf of
sponsors and provide advisory services to the sponsors. We may
also sell corporate loans to the CLOs. Our variable interests
where we have been involved in providing underwriting and/or
advisory services include:
Forward sale agreements whereby we commit to sell, at a fixed
price, corporate loans and ownership interests in a CLO;
Warehouse funding arrangements in the form of:
Participation interests in corporate loans and commitments
to fund such participation interests;
Reverse repurchase agreements and commitments to fund
such reverse repurchase agreements;
Variable funding notes; and
Senior and subordinated notes issued in connection with
CLO warehousing activities.
Trading positions in securities issued in CLO transactions.
Asset-Backed Vehicles. We provide financing and lending related
services to certain client-sponsored VIEs in the form of revolving
funding note agreements, revolving credit facilities, forward
purchase agreements and reverse repurchase agreements. We
also may transfer originated corporate loans to certain VIEs and
hold subordinated interests issued by the vehicle. The underlying
assets, which are collateralizing the vehicles, are primarily
composed of unsecured consumer loans, mortgage loans and
corporate loans. In addition, we may provide structuring and
advisory services and act as an underwriter or placement agent
for securities issued by the vehicles. We do not control the
activities of these entities.
Related Party Private Equity Vehicles. We have committed to
invest in private equity funds, (the “JCP Funds”, including JCP
Fund V (refer to Note 10, Investments for further information))
managed by Jefferies Capital Partners, LLC (the “JCP Manager”).
Additionally, we have committed to invest in the general partners
of the JCP Funds (the “JCP General Partners”) and the JCP
Manager. Our variable interests consist of equity interests that, in
total, provide us with limited and general partner investment
returns of the JCP Funds, a portion of the carried interest earned
by the JCP General Partners and a portion of the management
fees earned by the JCP Manager. At November 30, 2025 and
2024, our remaining equity commitment in the JCP Entities was
9.7 million and 9.8 million, respectively. At November 30, 2025
and 2024, we also had remaining commitments of $0.4 million
and 0.5 million, respectively, to a private equity fund managed by
us for the benefit of our employees. The carrying value of our
collective equity interests were $3.4 million and $3.7 million at
November 30, 2025 and 2024, respectively. Our exposure to loss
is limited to the total of our carrying value and unfunded equity
commitment. The assets of the vehicles primarily consist of
private equity and equity related investments.
Other Investment Vehicles. At November 30, 2025 and 2024, our
remaining equity commitment in various other investment
vehicles was $282.2 million and $258.0 million, respectively. The
carrying value of our equity investments was $1.72 billion and
$1.11 billion at November 30, 2025 and 2024, respectively. Our
exposure to loss is limited to the total of our carrying value and
unfunded equity commitment. These investment vehicles have
assets primarily consisting of private and public equity
investments, debt instruments, trade and insurance claims,
various oil and gas assets and energy tax credits.
Mortgage-Backed and Other Asset-Backed Secured Funding
Vehicles. In connection with our secondary trading and market-
making activities, we buy and sell agency and non-agency
mortgage-backed securities and other asset-backed securities,
which are issued by third-party securitization SPEs and are
generally considered variable interests in VIEs. Securities issued
by securitization SPEs are backed by residential mortgage loans,
U.S. agency collateralized mortgage obligations, commercial
mortgage loans, CDOs and CLOs and other consumer loans, such
as installment receivables, automobile loans and student loans.
These securities are accounted for at fair value and included in
Financial instruments owned. We have no other involvement with
the related SPEs and therefore do not consolidate these entities.
81
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
We also engage in underwriting, placement and structuring
activities for third-party-sponsored securitization trusts generally
through agency (Fannie Mae, Federal Home Loan Mortgage
Corporation (“Freddie Mac”) or Ginnie Mae) or non-agency-
sponsored SPEs and may purchase loans or mortgage-backed
securities from third-parties that are subsequently transferred
into the securitization trusts. The securitizations are backed by
residential and commercial mortgage, home equity and
automobile loans. We do not consolidate agency-sponsored
securitizations as we do not have the power to direct the
activities of the SPEs that most significantly impact their
economic performance. Further, we are not the servicer of non-
agency-sponsored securitizations and therefore do not have
power to direct the most significant activities of the SPEs and
accordingly, do not consolidate these entities. We may retain
unsold senior and/or subordinated interests at the time of
securitization in the form of securities issued by the SPEs.
At November 30, 2025 and 2024, we held $1.06 billion and $1.84
billion of agency mortgage-backed securities, respectively, and
$156.3 million and $201.1 million of non-agency mortgage-
backed and other asset-backed securities, respectively, as a
result of our secondary trading and market-making activities, and
underwriting, placement and structuring activities. Our maximum
exposure to loss on these securities is limited to the carrying
value of our investments in these securities. These mortgage-
backed and other asset-backed secured funding vehicles
discussed are not included in the above table containing
information about our variable interests in nonconsolidated VIEs.
Note 10. Investments
Investments for which we exercise significant influence over the
investee are accounted for under the equity method of
accounting with our shares of the investees’ earnings recognized
in Other revenues. Equity method investments, including any
loans to the investees, are reported within Investments in and
loans to related parties.
November 30,
$ in millions
2025
2024
Total Investments in and loans to related parties ...
$1,496.1
$1,385.7
Year Ended November 30,
$ in millions
2025
2024
2023
Total equity method pickup
earnings (losses) recognized in
Other revenues .............................
$95.3
$86.5
$(192.2)
The following presents summarized financial information about
our significant equity method investees. For certain investees, we
receive financial information on a lag and the summarized
information provided for these investees is based on the latest
financial information available as of November 30, 2025, 2024
and 2023, respectively.
Jefferies Finance
Jefferies Finance, our 50/50 joint venture with Massachusetts
Mutual Life Insurance Company (“MassMutual”) structures,
underwrites and syndicates primarily senior secured loans to
corporate borrowers; and manages proprietary and third-party
investments in both broadly syndicated and direct lending loans.
In connection with its Leveraged Finance business, loans are
originated primarily through our investment banking efforts and
Jefferies Finance typically syndicates to third-party investors
substantially all of its arranged volume through us. The Asset
Management business is a multi-strategy private credit platform
that manages proprietary and third-party capital across various
types of investment vehicles. 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 us. Jefferies Finance
and its subsidiaries that are involved in investment management
are registered investment advisers with the SEC.
At November 30, 2025, we and MassMutual each had equity
commitments to Jefferies Finance of $750.0 million, for a
combined total commitment of $1.5 billion. The equity
commitment is reduced quarterly based on our share of any
undistributed earnings from Jefferies Finance and the
commitment is increased only to the extent the share of such
earnings are distributed. At November 30, 2025, our remaining
commitment to Jefferies Finance was $15.4 million. The
investment commitment is scheduled to expire on March 1, 2026
with automatic one year extensions absent a 60 day termination
notice by either party.
Jefferies Finance has executed a secured revolving credit facility
with us and MassMutual, to be funded equally, to support loan
underwritings by Jefferies Finance, which bears interest based on
the interest rates of the related Jefferies Finance underwritten
loans and is secured by the underlying loans funded by the
proceeds of the facility. The total facility is a committed amount
of $500.0 million at November 30, 2025. Advances are shared
equally between us and MassMutual. The facility is scheduled to
mature on March 1, 2026 with automatic one year extensions
absent a 60 day termination notice by either party. At
November 30, 2025, our $250.0 million commitment was
undrawn.
Activity related to the facility:
Year Ended November 30,
$ in millions
2025
2024
2023
Interest income ................................
$0.3
$
$
Unfunded commitment fees ..........
1.2
1.2
1.2
Selected financial information for Jefferies Finance:
November 30,
$ in millions
2025
2024
Total assets ..................................................................
$7,356.1
$5,762.6
Total liabilities ..............................................................
5,959.2
4,415.6
Total mezzanine equity ...............................................
14.8
14.4
November 30,
$ in millions
2025
2024
Our total equity balance ..............................................
$691.0
$666.3
Year Ended November 30,
$ in millions
2025
2024
2023
Net earnings (losses) .......................
$47.9
$73.0
$(12.5)
November 2025 Form 10-K
82
Notes to Consolidated Financial Statements
Activity related to our other transactions with Jefferies Finance:
Year Ended November 30,
$ in millions
2025
2024
2023
Origination and syndication fee
revenues (1) .....................................
$245.1
$252.3
$133.7
Origination fee expenses (1) ..........
74.5
60.7
28.6
CLO placement and structuring
fee revenues (2) ...............................
2.4
1.1
2.1
Placement and referral fee
revenues (3) ......................................
23.5
3.6
3.7
Asset management fee revenues
(4) ........................................................
7.5
Underwriting fees (5) ......................
0.5
2.7
Service fees (6) ................................
127.5
100.7
100.1
(1)We engage in the origination and syndication of loans underwritten by
Jefferies Finance. In connection with such services, we earn fees, which are
recognized in Investment banking revenues. In addition, we pay fees to
Jefferies Finance in respect of certain loans originated by Jefferies Finance,
which are recognized as Business development expenses.
(2)We act as a placement and/or structuring agent for CLOs managed by
Jefferies Finance, which are recognized as fees and included in Investment
banking revenues.
(3)We act as a placement agent for investment funds managed by Jefferies
Finance, which are recognized as fees and included in Commissions and other
fees.
(4)Under a fee and revenue sharing agreement with Jefferies Finance, we receive
fees, which are included in Asset management fees and revenues.
(5)We act as underwriter in connection with term loans issued by Jefferies
Finance. The fees are included in Investment banking revenues.
(6)Under a service agreement, we charge Jefferies Finance for various
administrative services provided.
Additional balances with Jefferies Finance as reported in our
Consolidated Statements of Financial Condition.
November 30,
$ in millions
2025
2024
Assets
Financial instruments owned, at fair value (1) .........
$10.9
$16.0
Other assets (2) ............................................................
7.0
1.9
Liabilities
Financial instruments sold, not yet purchased, at
fair value (1) .............................................................
$0.4
$
Payables:
Brokers, dealers and clearing organizations (3) .
17.2
Customers (4) ..........................................................
3.3
13.7
(1)In connection with our capital markets activities, from time to time we make a
market in long-term debt securities and term loans of Jefferies Finance (i.e.,
we buy and sell debt securities and tern loans of Jefferies Finance).
(2)Receivable for services and certain fees from Jefferies Finance.
(3)Cash collateral, net, received from Jefferies Finance on OTC foreign currency
derivatives.
(4)Payable to Jefferies Finance in connection with loans originated by Jefferies
Finance to borrowers who are investment banking clients of ours. We have
also entered into an agreement to indemnify Jefferies Finance with respect to
any foreign currency exposure on these loans.
Berkadia
Berkadia is a commercial real estate finance and investment
sales joint venture that was formed by us and Berkshire
Hathaway Inc. We are entitled to receive 45.0% of the profits of
Berkadia. Berkadia originates commercial and multifamily real
estate loans that are sold to U.S. government agencies or other
investors with Berkadia retaining the servicing rights. Berkadia
also provides advisory services in connection with sales of
multifamily assets. Berkadia is 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.
Commercial paper issued by Berkadia is supported by a
$1.50 billion surety policy issued by a Berkshire Hathaway
insurance subsidiary and corporate guaranty, and we have
agreed to reimburse Berkshire Hathaway for one-half of any
losses incurred thereunder. At November 30, 2025, the aggregate
amount of commercial paper outstanding was $1.47 billion.
Selected financial information for Berkadia:
November 30,
$ in millions
2025
2024
Total assets ..................................................................
$5,269.8
$4,963.2
Total liabilities ..............................................................
3,953.1
3,515.6
Total noncontrolling interest ......................................
369.0
502.1
November 30,
$ in millions
2025
2024
Our total equity balance ..............................................
$429.7
$427.7
Year Ended November 30,
$ in millions
2025
2024
2023
Gross revenues .................................
$1,422.3
$1,210.0
$1,120.2
Net earnings ......................................
232.4
186.0
120.4
Our share of net earnings ................
104.6
85.3
52.5
Year Ended November 30,
$ in millions
2025
2024
2023
Distributions we received ................
$102.5
$58.5
$58.1
At November 30, 2025 and 2024, we had commitments to
purchase $13.6 million and $21.8 million, respectively, of agency
CMBS from Berkadia.
Activity related to our other transactions with Berkadia:
Year Ended November 30,
$ in millions
2025
2024
2023
Transaction referral fee revenue (1) ..
$0.1
$0.4
$
Loan origination fees paid (2) .............
0.8
(1)We refer Berkadia to our clients to act as a transaction servicer and receive
fees, which are included in Commissions and other fees.
(2)We pay fees to Berkadia for loan originations and realty sales. Loan origination
fees are capitalized as debt issuance costs and amortized over the life of the
loan. Realty sales commissions are included in Cost of sales.
Real Estate Investments
Our real estate equity method investments primarily consist of
our equity interests in Brooklyn Renaissance Plaza and Hotel and
54 Madison.
Brooklyn Renaissance Plaza is composed of a hotel, office
building complex and parking garage located in Brooklyn, New
York. We have a 25.4% equity interest in the hotel and a 61.3%
equity interest in the office building and garage. Although we
have a majority interest in the office building and garage, we do
not have control, but only have the ability to exercise significant
influence on this investment. We are amortizing our basis
difference between the estimated fair value and the underlying
book value of Brooklyn Renaissance office building and garage
over the respective useful lives (weighted average life of 39
years).
We own a 48.1% equity interest in 54 Madison, a fund that most
recently owned an interest in one real estate project and is in the
process of being liquidated.
83
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Selected financial information for the real estate investments:
November 30,
$ in millions
2025
2024
Total assets ..................................................................
$312.6
$326.0
Total liabilities ..............................................................
470.7
484.7
November 30,
$ in millions
2025
2024
Our total equity balance ..............................................
$98.7
$97.8
Year Ended November 30,
$ in millions
2025
2024
2023
Net earnings ......................................
$3.6
$5.1
$2.2
Year Ended November 30,
$ in millions
2025
2024
2023
Distributions we received from
Brooklyn Renaissance Hotel ...........
$1.2
$0.4
$
Distributions we received from 54
Madison .............................................
19.4
JCP Fund V
We have limited partnership interests of 11% and 50% in Jefferies
Capital Partners V L.P. and Jefferies SBI USA Fund L.P. (together,
“JCP Fund V”), respectively, which are private equity funds
managed by a team led by our President and which are in the
process of being fully liquidated. The amount of our investments
in JCP Fund V included in Financial instruments owned, at fair
value was $2.8 million and $2.9 million at November 30, 2025
and 2024, respectively. We account for these investments at fair
value based on the NAV of the funds provided by the fund
managers. The following summarizes the results from these
investments which are included in Principal transactions
revenues:
Year Ended November 30,
$ in millions
2025
2024
2023
Net gains (losses) from our
investments in JCP Fund V .............
$(0.1)
$0.7
$(9.0)
At both November 30, 2025 and 2024, our unfunded commitment
relating to JCP Fund V was $8.7 million. We do not expect any
further capital to be called by JCP Fund V.
Selected financial information for 100.0% of JCP Fund V, in which
we own effectively 35.1% of the combined equity interests:
September 30,
$ in millions
2025 (1)
2024 (1)
Total assets ..................................................................
$8.0
$8.2
Total liabilities ..............................................................
0.1
0.1
Total partners’ capital ..................................................
7.9
8.1
Twelve Months Ended
September 30,
$ in millions
2025 (1)
2024 (1)
2023 (1)
Net (decrease) increase in net
assets resulting from operations ..
$(0.2)
$1.8
$61.4
(1)Financial information for JCP Fund V included in our financial position at
November 30, 2025 and 2024 and our results of operations for the years
ended November 30, 2025, 2024 and 2023 is based on the periods presented.
Hildene
In July 2024, we invested $25.0 million in the Class A Common
Equity Units of Hildene Insurance Holdings, LLC (“Hildene
Insurance,” an investment fund with insurance exposures. On
March 1, 2025, we made an additional investment of
$75.0 million in Hildene Insurance, which resulted in an increase
of our effective ownership from 8.8% to 23.5%. The investment is
accounted for under the equity method with a carrying amount of
$113.8 million and $27.5 million at November 30, 2025 and 2024,
respectively.
Selected financial information for 100.0% of Hildene Insurance:
September 30,
$ in millions
2025 (1)
2024 (1)
Total assets .................................................
$498.4
$304.2
Total liabilities .............................................
0.7
0.2
Total members’ equity ................................
497.7
304.0
Three Months Ended
$ in millions
September 30,
2025
June 30.
2025
March 31,
2025
December 31,
2024
Net increase in
members’ equity
resulting from
operations .................
$75.9
$44.9
$27.5
$8.4
(1)Financial information for Hildene Insurance included in our financial position
at November 30, 2025 and 2024 and results of operations for the year ended
November 30, 2025 is based on the periods presented.
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 and
the parent of Hildene Insurance. We will contribute our existing
revenue share, a portion of our interest in a Hildene-managed
fund, and $340.0 million in cash. Hildene’s principals will
contribute their ownership interests and approximately
$250.0 million of the fund and related equity interests. Closing is
expected in the third quarter of 2026, subject to customary
approvals.
Monashee
We had an equity method investment with a carrying amount of
$15.8 million at November 30, 2023, consisting of shares in
Monashee, an investment management company, registered
investment advisor and general partner of various investment
management funds, which provided us with 50.0% voting rights
interest and the rights to distributions of 47.5% of the annual net
profits of Monashee’s operations if certain thresholds were met.
During the three months ended February 29, 2024, our shares
were converted to preferred shares, which provide us with rights
to be paid dividends based on Monashee’s performance and
management fees, and we recognized a gain of $6.0 million upon
the nonmonetary exchange. In addition, we invested $5.2 million
in mandatorily redeemable preferred shares issued by Monashee.
The investment in the preferred shares is accounted for at cost,
less impairment, if any. The investment in the mandatorily
redeemable preferred shares is accounted for at fair value.
We also had an investment management agreement whereby
Monashee provides asset management services to us for certain
separately managed accounts.
Activity related to these separately managed accounts:
November 2025 Form 10-K
84
Notes to Consolidated Financial Statements
Year Ended
November 30,
$ in millions
2023
Investment loss (1) ...................................................................................
$(0.1)
Management fees (2) ...............................................................................
0.8
(1)Included in Principal transactions revenues.
(2)Included in Floor brokerage and clearing fees.
ApiJect
We own shares which represent a 33.6% economic interest in
ApiJect at November 30, 2025 and 2024, which are accounted for
at fair value by electing the fair value option available under U.S.
GAAP, and are included within corporate equity securities in
Financial instruments owned, at fair value. At November 30, 2025
and 2024, the total fair value of our total equity investment in
common shares of ApiJect was $97.9 million and $116.1 million,
respectively, which is classified within Level 3 of the fair value
hierarchy. Additionally, we own warrants to purchase up to
950,000 shares of common stock at any time or from time to
time on or before April 15, 2032.
During the year ended November 30, 2025, we recognized a
valuation loss of $18.2 million and $0.2 million on our ApiJect
common shares and warrants, respectively.
We recognized interest income of $0.2 million on the two
convertible promissory notes during the year ended 2024. During
the year ended 2024, we recognized a gain of $1.2 million,
relating to the conversion of the notes.
We also have a term loan agreement with a principal of ApiJect
for $23.3 million, which matures on January 31, 2026. The loan is
accounted for at amortized cost and reported within Other
assets. The loan had a fair value of $23.3 million and
$23.3 million at November 30, 2025 and 2024, respectively, which
would be classified as Level 3 in the fair value hierarchy.
In December 2025, we purchased two secured convertible
promissory notes totaling $9.8 million from ApiJect.
SPAC
Prior to May 2024, we owned 73.4% of the publicly traded units of
a special purpose acquisition company (“SPAC”), which
represented 25.7% of its voting shares. We considered the SPAC
a VIE and had significant influence over the SPAC but were not
considered to be the primary beneficiary as we did not have
control. Our investment was accounted for at fair value pursuant
to the fair value option and was included within corporate equity
securities in Financial instruments owned. In May 2024, the
company redeemed all of its outstanding units issued in its initial
public offering, and our investment in the SPAC was redeemed in
cash for approximately $24.3 million.
Stratos
We had a 49.9% voting interest in Stratos and had the ability to
significantly influence Stratos through our seats on the board of
directors. On September 14, 2023, we acquired the additional
50.1% voting interest in Stratos (refer to Note 4, Business
Acquisitions and Discontinued Operations for further
information). As a result, the financial statements of Stratos are
consolidated into our consolidated financial statements. During
2023, prior to the acquisition, we contributed additional capital of
$20.0 million.
Selected financial information for Stratos:
Year Ended
November 30,
$ in millions
2023 (1)
Net losses ...................................................................................................
$(36.4)
(1) Represents the period prior to the step-acquisition.
Aircadia
In December 2023, Aircadia Leasing II LLC (“Aircadia”), a wholly
owned subsidiary, purchased airplanes and simultaneously
entered into a lease with the seller to lease the airplanes for a
term of 42 months. The transaction was accounted for as a sale
leaseback and the airplanes were recognized within Premises
and equipment at $57.7 million.
Year Ended November 30,
$ in millions
2025
2024
Operating lease income ..............................................
$6.9
$20.7
Also in December 2023, we provided a loan to the seller for
$30.0 million, which was paid off on April 1, 2025. The loan was
accounted for at amortized cost and included within Investments
in and loans to related parties. We recognized interest income of
$1.0 million and $3.1 million during the year ended November 30,
2025 and 2024, respectively. We also hold preferred shares in the
seller, which are accounted for at fair value in Financial
instruments owned with a fair value of $43.2 million and $37.1
million at November 30, 2025 and 2024, respectively, and are
classified within Level 3 of the fair value hierarchy.
In September 2024, we provided a 15.0 million loan, maturing in
May 15, 2026, to an individual related to the seller, secured by a
privately owned aircraft and guaranteed by the individual. We
recognized interest income of $2.0 million during the year ended
November 30, 2025.
During 2024, we classified the airplanes related to the sale
leaseback transaction as held for sale. Effective with the
designation of the airplanes as held for sale, we suspended
recording depreciation on these assets. The airplanes were
included within Assets held for sale on our Consolidated
Statements of Financial Condition and had a carrying amount of
$51.9 million at November 30, 2024. During the second quarter of
2025, we agreed to sell the airplanes and we recognized a loss of
$12.8 million during the three months ended May 31, 2025. The
sale closed in the third quarter of 2025.
OpNet
On November 30, 2023, we provided notice of our intent to
convert certain classes of our preferred shares into common
shares. As a result, we obtained control of OpNet and
consolidated its assets and liabilities in our consolidated
financial statements as of November 30, 2023. Upon conversion
on May 7, 2024, our ownership increased to 57.5% of the
85
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
common shares and our voting rights increased to 72.6% of the
aggregate voting rights of OpNet. From the time we obtained
control of OpNet to its sale in August 2024, its wholesale
business was considered a VIE and classified as held for sale.
We also consolidate Tessellis, a subsidiary of OpNet, which is not
considered to be a VIE. Refer to Note 4, Business Acquisitions for
further information. Prior to the acquisition and consolidation of
OpNet, we accounted for our equity investment in OpNet under
the equity method.
We recognized equity method pickup losses of $254.1 million for
the year ended November 30, 2023 in Other revenues.
During the year ended November 30, 2023, we contributed
$167.2 million to OpNet through direct subscription, settlement
of subscription advances and the conversion of a shareholder
loan.
Selected financial information for OpNet:
Year Ended
November 30,
$ in millions
2023
Net losses ...................................................................................................
$(278.3)
Golden Queen Mining Company LLC
We had a 50.0% ownership interest in Golden Queen, which owns
and operates a gold and silver mine project located in California.
We sold our interest in Golden Queen in November 2023. During
the year ended 2023, we recognized impairment charges of
$57.2 million on our investment within Other revenues. We sold
our interest in Golden Queen in November 2023 and recognized a
gain of $1.7 million.
Selected financial information for Golden Queen:
Year Ended
November 30,
$ in millions
2023
Net losses ...................................................................................................
$(0.3)
Note 11. Credit Losses on Financial Assets Measured at
Amortized Cost
Secured Financing Receivables. In evaluating secured financing
receivables (reverse repurchases agreements, securities
borrowing arrangements, and margin loans), the underlying
collateral maintenance provisions are taken into consideration.
The underlying contractual collateral maintenance for
significantly all of our secured financing receivables requires that
the counterparty continually adjust the collateralization amount,
securing the credit exposure on these contracts. Collateralization
levels for our secured financing receivables are initially
established based upon the counterparty, the type of acceptable
collateral that is monitored daily and adjusted to mitigate the
potential of any credit losses. Credit losses are not recognized
for secured financing receivables where the underlying
collateral’s fair value is equal to or exceeds the asset’s amortized
cost basis. In cases where the collateral’s fair value does not
equal or exceed the amortized cost basis, the allowance for
credit losses, if any, is limited to the difference between the fair
value of the collateral at the reporting date and the amortized
cost basis of the financial assets.
Broker Receivables. Our receivables from brokers, dealers, and
clearing organizations include deposits of cash with exchange
clearing organizations to meet margin requirements, amounts
due from clearing organizations for daily variation settlements,
securities failed-to-deliver or receive and receivables and
payables for fees and commissions. These receivables generally
do not give rise to material credit risk and have a remote
probability of default either because of their short-term nature or
due to the credit protection framework inherent in the design and
operations of brokers, dealers and clearing organizations. As
such, generally, no allowance for credit losses is held against
these receivables.
Investment Banking Fee Receivables. Our allowance for credit
losses on our investment banking fee receivables uses a
provisioning matrix based on the shared risk characteristics and
historical loss experience for such receivables. In some
instances, we may adjust the allowance calculated based on the
provision matrix to incorporate a specific allowance based on the
unique credit risk profile of a receivable. The provisioning matrix
is periodically updated to reflect changes in the underlying
portfolio’s credit characteristics and most recent historical loss
data.
Allowance for credit losses for investment banking receivables:
Year Ended November 30,
$ in thousands
2025
2024
2023
Beginning balance ...........................
$5,277
$6,306
$5,914
Bad debt expense ............................
7,804
6,314
6,568
Charge-offs .......................................
(3,131)
(2,720)
(3,246)
Recoveries collected .......................
(6,269)
(4,623)
(2,930)
Ending balance (1) ...............................
$3,681
$5,277
$6,306
(1)Substantially all of the allowance for doubtful accounts relate to mergers and
acquisitions and restructuring fee receivables, which include recoverable
expense receivables.
Other Financial Assets. For all other financial assets measured at
amortized cost, we estimate expected credit losses over the
financial assets’ life as of the reporting date based on relevant
information about past events, current conditions, and
reasonable and supportable forecasts. During the year ended
November 30, 2024, we recognized bad debt expense of
$26.2 million related to receivables associated with our asset
management arrangements with Weiss Multi-Strategy Advisers.
Note 12. Goodwill and Intangible Assets
Goodwill
Year Ended November 30, 2025
$ in thousands
Investment
Banking and
Capital
Markets
Asset
Management
Total
Balance, at beginning of period ...................
$1,533,013
$294,925
$1,827,938
Currency translation and other
adjustments ..............................................
2,948
10,445
13,393
Measurement period adjustments (1) ........
1,802
1,802
Write-off related to disposals .......................
(5,563)
(5,563)
Balance, at end of period .............................
$1,535,961
$301,609
$1,837,570
(1)Relates to a measurement period adjustment recorded during the second
quarter of 2025 attributable to the Go Internet acquisition. Refer to Note 4,
Business Acquisitions and Discontinued Operations for further discussion.
November 2025 Form 10-K
86
Notes to Consolidated Financial Statements
Year Ended November 30, 2024
$ in thousands
Investment
Banking and
Capital
Markets
Asset
Management
Total
Balance, at beginning of period ...................
$1,532,172
$315,684
$1,847,856
Currency translation and other
adjustments ..............................................
841
(3,107)
(2,266)
Measurement period adjustments (1) ........
(26,230)
(26,230)
Goodwill relating to acquisitions by
Tessellis .....................................................
8,578
8,578
Balance, at end of period .............................
$1,533,013
$294,925
$1,827,938
(1)Includes a $27.0 million measurement period adjustment recorded during the
first quarter of 2024 related to the OpNet acquisition. Refer to Note 4,
Business Acquisitions and Discontinued Operations for further discussion.
Carrying values of goodwill by reporting unit:
November 30,
$ in millions
2025
2024
Investment banking .............................................................
$702.0
$700.7
Equities and wealth management .....................................
255.9
255.4
Fixed income ........................................................................
578.0
576.9
Asset management .............................................................
143.0
143.0
Other investments ...............................................................
158.7
151.9
Total ......................................................................................
$1,837.6
$1,827.9
Goodwill Impairment Testing
The goodwill impairment test is performed at the level of the
reporting unit. A reporting unit is an operating segment or one
level below an operating segment. The fair value of each
reporting unit is compared with its carrying value, including
goodwill and allocated intangible assets. If the fair value is in
excess of the carrying value, the goodwill for the reporting unit is
considered not to be impaired. If the fair value is less than the
carrying value, then an impairment loss is recognized for the
amount by which the carrying value of the reporting unit exceeds
the reporting unit’s fair value.
We test goodwill allocated to our Investment Banking, Equities,
Fixed Income and Asset Management reporting units annually on
August 1 and test goodwill allocated to other individual reporting
units annually on November 30. Our annual goodwill impairment
testing at August 1, 2025 did not indicate any goodwill
impairment in any of our Investment Banking, Equities and Fixed
Income reporting units, which are part of our Investment Banking
and Capital Markets reportable segment and did not indicate any
goodwill impairment in our Asset Management reporting unit. Our
annual goodwill impairment testing of our other individual
reporting units did not indicate any goodwill impairment.
For our reporting units that are part of our Investment Banking
and Capital Markets and Asset Management reportable
segments, we generally perform a quantitative assessment,
which involves a quantitative calculation to estimate the fair
value of a reporting unit. Estimating the fair value of a reporting
unit requires management judgment. Estimated fair values for
our reporting units were determined using methodologies that
include a market valuation method that incorporated 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. In
addition, as the fair values determined under the market valuation
approach represent a noncontrolling interest, we applied a
control premium to arrive at the estimated fair value of each
reporting unit on a controlling basis. We engaged an independent
valuation specialist to assist us in our quantitative valuation
process at August 1.
Intangible Assets
Intangible assets are included in Other assets.
November 30, 2025
Weighted
Average
Remaining
Lives
(Years)
$ in thousands
Gross
Cost
Assets
Acquired
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships .............................
$166,328
$622
$(116,810)
$50,140
4.6
Trademarks and trade names ..................
160,674
(55,948)
104,726
20.6
Exchange and clearing organization
membership interests and registrations
8,717
8,717
N/A
Other ............................................................
86,815
99
(47,920)
38,994
2.8
Total .............................................................
$422,534
$721
$(220,678)
$202,577
November 30, 2024
Weighted
Average
Remaining
Lives
(Years)
$ in thousands
Gross
Cost
Assets
Acquired
(1)
Impairment
Losses
Accumulated
Amortization
Net
Carrying
Amount
Customer relationships
$136,049
$26,450
$
$(104,539)
$57,960
5.6
Trademarks and trade
names ..............................
146,032
8,533
(45,412)
109,153
21.4
Exchange and clearing
organization
membership interests
and registrations ............
8,715
(10)
8,705
N/A
Other ................................
50,930
26,316
(26,693)
50,553
3.9
Total ................................
$341,726
$61,299
$(10)
$(176,644)
$226,371
(1)Includes a $39.3 million measurement period adjustment recorded during the
first quarter of 2024 related to the OpNet acquisition. Refer to Note 4,
Business Acquisitions and Discontinued Operations for further information.
At August 1, 2025, we performed our annual impairment testing
of intangible assets with an indefinite useful life consisting of
exchange and clearing organization membership interests and
registrations. We utilized quantitative assessments of
membership interests and registrations that have available
quoted sales prices as well as certain other membership
interests and registrations that have declined in utilization and
qualitative assessments were performed on the remainder of our
indefinite-life intangible assets. In applying our quantitative
assessments, there were no impairment losses on certain
exchange membership interests and registrations. With regard to
our qualitative assessments of the remaining indefinite life
intangible assets, based on our assessments of market
conditions, the utilization of the assets and the replacement
costs associated with the assets, we have concluded that it is
more likely than not that the intangible assets are not impaired.
Amortization Expense
For finite life intangible assets, we recognized aggregate
amortization expense of $33.5 million, $30.3 million and $9.3
million for the years ended November 30, 2025, 2024 and 2023,
respectively. These expenses are included in Depreciation and
amortization.
87
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Estimated future amortization expense:
Year Ending November 30,
$ in thousands
2026 ........................................................................................................
$33,273
2027 ........................................................................................................
29,994
2028 ........................................................................................................
28,505
2029 ........................................................................................................
16,215
2030 ........................................................................................................
9,308
Note 13. Revenues from Contracts with Customers
Year Ended November 30,
$ in thousands
2025
2024
2023
Revenues from contracts with
customers:
Investment banking .........................
$3,787,318
$3,302,664
$2,169,366
Commissions and other fees ........
1,300,950
1,085,349
905,665
Asset management fees ................
67,719
50,700
33,867
Real estate revenues .......................
94,630
119,050
44,825
Internet connection and
broadband revenues .................
228,063
240,874
Other contracts with customers ....
67,810
59,388
79,485
Total revenue from contracts
with customers ...........................
5,546,490
4,858,025
3,233,208
Other sources of revenue:
Principal transactions .....................
1,610,960
1,816,963
1,413,283
Revenues from strategic affiliates
90,567
41,802
48,707
Interest ..............................................
3,402,317
3,543,497
2,868,674
Other .................................................
173,343
254,782
(122,473)
Total revenues .................................
$10,823,677
$10,515,069
$7,441,399
Revenue from contracts with customers is recognized when, or
as, we satisfy our performance obligations by transferring the
promised goods or services to the customers. A good or service
is transferred to a customer when, or as, the customer obtains
control of that good or service. A performance obligation may be
satisfied over time or at a point in time. Revenue from a
performance obligation satisfied over time is recognized by
measuring our progress in satisfying the performance obligation
in a manner that depicts the transfer of the goods or services to
the customer. Revenue from a performance obligation satisfied
at a point in time is recognized at the point in time that we
determine the customer obtains control over the promised good
or service. The amount of revenue recognized reflects the
consideration we expect to be entitled to in exchange for those
promised goods or services (i.e., the “transaction price”). In
determining the transaction price, we consider multiple factors,
including the effects of variable consideration. Variable
consideration is included in the transaction price only to the
extent it is probable that a significant reversal in the amount of
cumulative revenue recognized will not occur when the
uncertainties with respect to the amount are resolved. In
determining when to include variable consideration in the
transaction price, we consider the range of possible outcomes,
the predictive value of our past experiences, the time period of
when uncertainties expect to be resolved and the amount of
consideration that is susceptible to factors outside of our
influence, such as market volatility or the judgment and actions
of third-parties.
The following provides detailed information on the recognition of
our revenues from contracts with customers:
Investment Banking. We provide our clients with a full range of
financial advisory and underwriting services. Revenues from
financial advisory services primarily consist of fees generated
in connection with merger, acquisition and restructuring
transactions. Advisory fees from mergers and acquisitions
engagements are recognized at a point in time when the
related transaction is completed, as the performance
obligation is to successfully broker a specific transaction. Fees
received prior to the completion of the transaction are deferred
within Accrued expenses and other liabilities. Advisory fees
from restructuring engagements are recognized over time
using a time elapsed measure of progress as our clients
simultaneously receive and consume the benefits of those
services as they are provided. A significant portion of the fees
we receive for our advisory services are considered variable as
they are contingent upon a future event (e.g., completion of a
transaction or third-party emergence from bankruptcy) and are
excluded from the transaction price until the uncertainty
associated with the variable consideration is subsequently
resolved, which is expected to occur upon achievement of the
specified milestone. Payment for advisory services is generally
due promptly upon completion of a specified milestone or, for
retainer fees, periodically over the course of the engagement.
We recognize a receivable between the date of completion of
the milestone and payment by the customer. Expenses
associated with investment banking advisory engagements are
deferred only to the extent they are explicitly reimbursable by
the client and the related revenue is recognized at a point in
time. All other investment banking advisory related expenses,
including expenses incurred related to restructuring
assignments, are expensed as incurred. All investment banking
advisory expenses are recognized within their respective
expense category in our Consolidated Statements of Earnings
and any expenses reimbursed by our clients are recognized as
Investment banking revenues.
Underwriting services include underwriting and placement
agent services in both the equity and debt capital markets,
including private equity placements, initial public offerings,
follow-on offerings and equity-linked securities transactions
and structuring, underwriting and distributing public and private
debt, including investment grade debt, high yield bonds,
leveraged loans, municipal bonds and mortgage-backed and
asset-backed securities. Underwriting and placement agent
revenues are recognized at a point in time on trade-date, as the
client obtains the control and benefit of the underwriting
offering at that point. Costs associated with underwriting
transactions are deferred until the related revenue is
recognized or the engagement is otherwise concluded and are
recorded on a gross basis within Underwriting costs as we are
acting as a principal in the arrangement. Any expenses
reimbursed by our clients are recognized as Investment
banking revenues.
Commissions and Other Fees. We earn commission and other
fee revenue by executing, settling and clearing transactions for
clients primarily in equity, equity-related and futures products
and facilitating foreign currency spot transactions. Trade
execution and clearing services, when provided together,
represent a single performance obligation as the services are
not separately identifiable in the context of the contract.
Commission revenues associated with combined trade
execution and clearing services, as well as trade execution
services on a standalone basis, are recognized at a point in
time on trade-date. Commissions revenues are generally paid
on settlement date, and we record a receivable between trade-
date and payment on settlement date. We permit institutional
customers to allocate a portion of their gross commissions to
pay for research products and other services provided by third
parties. The amounts allocated for those purposes are
November 2025 Form 10-K
88
Notes to Consolidated Financial Statements
commonly referred to as soft dollar arrangements. We act as
an agent in the soft dollar arrangements as the customer
controls the use of the soft dollars and directs our payments to
third-party service providers on its behalf. Accordingly,
amounts allocated to soft dollar arrangements are netted
against commission revenues in our Consolidated Statements
of Earnings. We also earn investment research fees for the
sales of our proprietary investment research when a contract
with a client has been identified. The delivery of investment
research services represents a distinct performance obligation
that is satisfied over time when the performance obligation is
to provide ongoing access to a research platform or research
analysts, with fees recognized on a straight-line basis over the
period in which the performance obligation is satisfied. The
performance obligation is satisfied at a point in time when the
performance obligation is to provide individual interactions
with research analysts or research events, with fees
recognized on the interaction date.
We earn account advisory and distribution fees in connection
with wealth management services. Account advisory fees are
recognized over time using the time-elapsed method as we
determined that the customer simultaneously receives and
consumes the benefits of investment advisory services as they
are provided. Account advisory fees may be paid in advance of
a specified service period or in arrears at the end of the
specified service period (e.g., quarterly). Account advisory fees
paid in advance are initially deferred within Accrued expenses
and other liabilities. Distribution fees are variable and
recognized when the uncertainties with respect to the amounts
are resolved.
Asset Management Fees. We earn management and
performance fees in connection with investment advisory
services provided to various funds and accounts, which are
satisfied over time and measured using a time elapsed
measure of progress as the customer receives the benefits of
the services evenly throughout the term of the contract.
Management and performance fees are considered variable as
they are subject to fluctuation (e.g., changes in assets under
management, market performance) and/ or are contingent on
a future event during the measurement period (e.g., meeting a
specified benchmark) and are recognized only to the extent it
is probable that a significant reversal in the amount of
cumulative revenue recognized will not occur when the
uncertainty is resolved. Management fees are generally based
on month-end assets under management or an agreed upon
notional amount and are included in the transaction price at
the end of each month when the assets under management or
notional amount is known. Performance fees are received
when the return on assets under management for a specified
performance period exceed certain benchmark returns, “high-
water marks” or other performance targets. The performance
period related to our performance fees is annual or semi-
annual. Accordingly, performance fee revenue will generally be
recognized only at the end of the performance period to the
extent that the benchmark return has been met.
Real Estate Revenues. Revenues from the sales of real estate
are recognized at a point in time when the related transaction
is complete. The majority of our real estate sales of land, lots
and homes transfer the goods and services to the customer at
the close of escrow when the title transfers to the buyer and
the buyer has the benefit and control of the goods and service.
If the performance obligation under the contract with a
customer related to a parcel of real estate is not yet complete
when title transfers to the buyer, revenue associated with the
incomplete performance obligation is deferred until the
performance obligation is completed.
Internet Connection and Broadband Revenues. Revenues
associated with internet connection and mobile voice services
provided to customers are recognized based on the volume of
service provided as of a given date and the related service
charge. Revenues from the activation of broadband services
are recognized on a straight-line basis over a period of 24
months. Amounts received in advance are deferred and
recognized into revenue over the 24 month service period.
Disaggregation of Revenue
Year Ended November 30, 2025
$ in thousands
Investment
Banking and
Capital Markets
Asset
Management
Total
Major business activity:
Investment banking - Advisory ................
$2,145,422
$
$2,145,422
Investment banking - Underwriting .........
1,641,897
1,641,897
Equities (1) .................................................
1,293,944
1,293,944
Fixed income (1) ........................................
7,005
7,005
Asset management ...................................
67,719
67,719
Other investments .....................................
390,503
390,503
Total ............................................................
$5,088,268
$458,222
$5,546,490
Primary geographic region:
Americas .....................................................
$3,711,906
$222,549
$3,934,455
Europe and the Middle East .....................
963,294
231,994
1,195,288
Asia-Pacific ................................................
413,068
3,679
416,747
Total ............................................................
$5,088,268
$458,222
$5,546,490
Year Ended November 30, 2024
$ in thousands
Investment
Banking and
Capital Markets
Asset
Management
Total
Major business activity:
Investment banking - Advisory ................
$1,811,633
$
$1,811,633
Investment banking - Underwriting .........
1,491,030
1,491,030
Equities (1) .................................................
1,074,666
1,074,666
Fixed income (1) ........................................
8,859
8,859
Asset management ...................................
50,700
50,700
Other investments ....................................
421,137
421,137
Total ............................................................
$4,386,188
$471,837
$4,858,025
Primary geographic region:
Americas .....................................................
$3,196,908
$223,057
$3,419,965
Europe and the Middle East ....................
812,052
245,299
1,057,351
Asia-Pacific ................................................
377,228
3,481
380,709
Total ............................................................
$4,386,188
$471,837
$4,858,025
89
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Year Ended November 30, 2023
$ in thousands
Investment
Banking and
Capital Markets
Asset
Management
Total
Major business activity:
Investment banking - Advisory ................
$1,198,915
$
$1,198,915
Investment banking - Underwriting .........
970,451
970,451
Equities (1) .................................................
894,602
894,602
Fixed income (1) ........................................
10,577
10,577
Asset management ...................................
33,867
33,867
Other investments .....................................
124,796
124,796
Total ............................................................
$3,074,545
$158,663
$3,233,208
Primary geographic region:
Americas .....................................................
$2,349,161
$153,286
$2,502,447
Europe and the Middle East .....................
485,432
2,646
488,078
Asia-Pacific ................................................
239,952
2,731
242,683
Total ............................................................
$3,074,545
$158,663
$3,233,208
(1)Revenues from contracts with customers associated with the equities and
fixed income businesses primarily represent commissions and other fee
revenue.
Refer to Note 22, Segment Reporting, for a further discussion on
the allocation of revenues to geographic regions.
Information on Remaining Performance Obligations and Revenue
Recognized from Past Performance
We do not disclose information about remaining performance
obligations pertaining to contracts that have an original expected
duration of one year or less. The transaction price allocated to
remaining unsatisfied or partially unsatisfied performance
obligations with an original expected duration exceeding one year
was not material at November 30, 2025. Investment banking
advisory fees that are contingent upon completion of a specific
milestone and fees associated with certain distribution services
are also excluded as the fees are considered variable and not
included in the transaction price.
For the years ended November 30, 2025, 2024, and 2023, we
recognized $85.0 million, $41.0 million and $38.1 million,
respectively, of revenue related to performance obligations
satisfied (or partially satisfied) in previous periods, mainly due to
resolving uncertainties in variable consideration that was
constrained in prior periods. In addition, we recognized $32.4
million, $32.1 million, and $31.5 million of revenues primarily
associated with distribution services for the years ended
November 30, 2025, 2024, and 2023, respectively, a portion of
which relates to prior periods.
Contract Balances
The timing of our revenue recognition may differ from the timing
of payment by our customers. We record a receivable when
revenue is recognized prior to payment and we have an
unconditional right to payment. Alternatively, when payment
precedes the provision of the related services, we record deferred
revenue until the performance obligations are satisfied.
Our deferred revenue primarily relates to retainer and milestone
fees received in investment banking advisory engagements
where the performance obligation has not yet been satisfied.
Deferred revenue at November 30, 2025 and 2024 was $92.3
million and $79.1 million, respectively, which is recorded in
Accrued expenses and other liabilities. For the years ended
November 30, 2025, 2024, and 2023, we recognized revenues of
$54.1 million, $34.6 million, and $22.7 million, respectively, that
were recorded as deferred revenue at the beginning of the
periods.
We had receivables related to revenues from contracts with
customers of $396.8 million and $275.9 million at November 30,
2025 and 2024, respectively.
Contract Costs
We capitalize costs to fulfill contracts associated with
investment banking advisory engagements where the revenue is
recognized at a point in time and the costs are determined to be
recoverable. Capitalized costs to fulfill a contract are recognized
at the point in time that the related revenue is recognized.
At November 30, 2025 and 2024, capitalized costs to fulfill a
contract were $5.2 million and $5.8 million, respectively, which
are recorded in Receivables – Fees, interest and other. For the
years ended November 30, 2025, 2024, and 2023, we recognized
expenses of $2.1 million, $3.6 million, and $1.8 million,
respectively, related to costs to fulfill a contract that were
capitalized as of the beginning of the year. There were no
significant impairment charges recognized in relation to these
capitalized costs for the years ended November 30, 2025, 2024,
and 2023.
Note 14. Compensation Plans
Equity Compensation Plan
Our amended and restated Equity Compensation Plan (the “ECP”)
was approved by shareholders on March 28, 2024. The ECP
replaced our 2003 Incentive Compensation Plan, as Amended
and Restated (the “Incentive Plan”) and the 1999 Directors’ Stock
Compensation Plan, as Amended and Restated July 25, 2013.
The ECP is an omnibus plan authorizing a variety of equity award
types, as well as cash incentive awards, to be used for
employees, non-employee directors and other service providers.
At November 30, 2025, 11.3 million shares remain available for
new grants under the ECP.
Restricted stock awards are grants of our common shares that
generally require service as a condition of vesting. RSUs give a
participant the right to receive shares if service or performance
conditions are met and may specify an additional deferral period
allowing a participant to hold an interest tied to common stock
on a tax deferred basis. Prior to settlement, RSUs carry no voting
or dividend rights associated with stock ownership, but dividend
equivalents are accrued to the extent there are dividends
declared on the underlying common shares.
Restricted stock and RSUs may be granted to new employees as
“sign-on” awards and to existing employees as either “retention”
awards or pursuant to regulatory requirements outside the U.S.
governing remuneration for certain employees. Restricted stock
and RSUs are also granted to certain senior executive officers as
incentive awards. Employee awards are generally subject to
annual ratable vesting over a multi-year service period and may
also contain performance conditions. Restricted stock and RSUs
granted to certain senior executives may contain market,
performance and/or service conditions. Market conditions are
incorporated into the grant-date fair value of senior executive
awards using a Monte Carlo valuation model. Compensation
expense for awards with market conditions is recognized over
the service period and is not reversed if the market conditions are
not met. Awards with performance conditions are amortized over
the service period if, and to the extent, it is determined to be
probable that the performance condition will be achieved. If
awards are forfeited due to failure to achieve performance
conditions or failure to satisfy service conditions, any previously
recognized expense for such awards is reversed.
November 2025 Form 10-K
90
Notes to Consolidated Financial Statements
Senior Executive Compensation
In December 2021, the Board of Directors granted our senior
executives each a special long-term, five-year retention grant,
termed the Leadership Continuity Grant, with a grant date fair
value of $25.0 million. Our senior executives will gain the benefits
of the retention award after an additional three-year holding
period following the five-year service period.
The senior executives also hold previously awarded stock
options of 2,506,266 stock options, with an exercise price of
$23.75, which include rights to “excess dividend
equivalents,” (each share subject to the option is entitled to two
times the amount of any regular quarterly cash dividend paid in
the 9.5 years after grant to the extent the per share dividend
exceeds the quarterly dividend rate in effect at the time of grant
with the dividend equivalent amount converted to non-forfeitable
share units at the dividend payment date.
In connection with our spin-off of Vitesse Energy, Inc. in January
2023, the options and related dividend equivalent rights were
adjusted, resulting in each senior executive holding 2,532,370
Jefferies options exercisable at $22.69 per share and 228,933
Vitesse options exercisable at $8.97 per share, with
corresponding adjustments such that Vitesse regular quarterly
cash dividends relating to shares underlying the Vitesse options
are taken into consideration in the calculation of the excess
dividend equivalents. The stock options became or become
exercisable in three equal annual tranches beginning December
6, 2021, with a final expiration date of December 5, 2030. At
November 30, 2025, stock options of 5,064,740 were outstanding
and exercisable.
Additionally, in connection with our spin-off of Vitesse Energy,
Inc. shares, we adjusted certain outstanding equity awards to
include like awards for the acquisition of Vitesse common stock
(“Vitesse Awards”). Vesting terms, exercise dates and expiration
dates of the resulting Vitesse Awards and Vitesse options are the
same as those terms of the related Jefferies awards. For those
Vitesse Awards that remain subject to performance or service-
based vesting requirements, we continue to recognize expense
based on the original grant-date fair value and any incremental
fair value resulting from modifications of awards. In fiscal 2023,
$4.0 million of incremental compensation expense was
recognized for these modifications connection with the
adjustments relating to the Vitesse spin-off.
In addition, the Compensation Committee has granted RSUs and
performance stock units (“PSUs”) to each of our senior
executives as follows:
Period Grant
December
$ in millions
2025
2024
2023
2022
2021
RSUs
Aggregate grant date fair
value .................................
$14.3
$18.0
$11.7
$13.1
$16.4
Vesting period ........................
3-year cliff
3-year cliff
3-year cliff
3-year cliff
3-year cliff
PSUs
Aggregate target fair value ..
$14.3
$18.0
$8.8
$13.1
$16.4
Service period ........................
3 years
3 years
3 years
3 years
3 years
Performance goals
performance period ........
Fiscal 2025
to Fiscal
2027
Fiscal 2024
to Fiscal
2026
Fiscal 2023
to Fiscal
2025
Fiscal 2022
to Fiscal
2024
Fiscal 2021
to Fiscal
2023
Performance target (1) ..
10% ROTE
10% ROTE
10% ROTE
10% ROTE
10% ROTE
Performance range (2) ..
7.5% - 15%
ROTE
7.5% - 15%
ROTE
7.5% - 15%
ROTE
7.5% - 15%
ROTE
7.5% - 15%
ROTE
(1)ROTE is defined as return on tangible equity measured over three years.
(2)Performance below an ROTE of 7.5% results in forfeiture of all PSUs. An ROTE
of 15% or greater results in earning 150% of target PSUs and between 7.5% to
15% , the level of earning PSUs is linearly interpolated.
The following reflects activity in restricted stock, inclusive across
all plans:
In thousands, except per share amounts
Restricted
Stock
Weighted-
Average
Grant Date
Fair Value
Balance at November 30, 2022 .................................
2,139
27.85
Grants ............................................................................
444
33.16
Fulfillment of vesting requirement ............................
(481)
24.09
Balance at November 30, 2023 .................................
2,102
29.83
Grants ............................................................................
467
37.09
Fulfillment of vesting requirement ............................
(271)
25.65
Balance at November 30, 2024 .................................
2,298
31.80
Grants ............................................................................
52
68.15
Fulfillment of vesting requirement ............................
(189)
33.98
Balance at November 30, 2025 .................................
2,161
$32.50
The following reflects activity in total RSUs, excluding RSUs
related to senior executive compensation that contain
performance conditions:
Weighted-Average
Grant Date
Fair Value
In thousands, except per share amounts
Future
Service
Required
No Future
Service
Required
Future
Service
Required
No Future
Service
Required
Balance at November 30, 2022 ...............
2,308
12,655
$33.70
$24.55
Grants ..........................................................
553
732
34.47
29.35
Distributions of underlying shares ...........
(5,485)
23.35
Fulfillment of vesting requirement (1) ....
(9)
2,685
21.82
26.50
Balance at November 30, 2023 ...............
2,852
10,587
33.89
26.00
Grants ..........................................................
972
448
38.33
40.06
Distributions of underlying shares ...........
(1,849)
26.74
Fulfillment of vesting requirement (1) ....
(32)
32
35.21
35.21
Balance at November 30, 2024 ...............
3,792
9,218
35.02
26.57
Grants ..........................................................
2,330
668
55.87
67.95
Distributions of underlying shares ...........
(1,362)
39.20
Fulfillment of vesting requirement (1) ....
(604)
1,320
35.14
39.05
Balance at November 30, 2025 ...............
5,518
9,844
$43.81
$29.30
(1)Fulfillment of vesting requirement during the years ended November 30, 2025,
2024 and 2023, includes RSUs of 716,000, 0, and 2,438,000, respectively,
related to senior executive compensation.
The following reflects activity solely related to the portions of
RSUs related to senior executive compensation that contain
performance conditions:
In thousands, except per share amounts
Target
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Balance at November 30, 2022 .................................
1,971
$28.16
Grants ............................................................................
1,379
30.15
Fulfillment of vesting requirement ............................
(2,438)
26.49
Balance at November 30, 2023 .................................
912
35.64
Grants ............................................................................
459
44.93
Balance at November 30, 2024 .................................
1,371
38.75
Grants ............................................................................
252
77.09
Forfeited ........................................................................
(67)
34.99
Fulfillment of vesting requirement ............................
(716)
42.37
Balance at November 30, 2025 .................................
840
$47.53
During the years ended November 30, 2025, 2024 and 2023,
grants are shown with the targeted number of shares.
91
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
In December 2025, the Compensation Committee of our Board of
Directors approved a total of 200,215 PSUs relating to the
December 2023 award based on actual performance from fiscal
2023 to 2025. As a result, 46,355 PSUs were forfeited by senior
executives due to achieving actual performance below the
targeted number of shares.
Employee Stock Purchase Plan
An Employee Stock Purchase Plan (the “ESPP”) has been
implemented under both the prior Incentive Plan and the ECP. We
consider the ESPP to be noncompensatory effective January 1,
2007. The ESPP allows eligible employees to make payroll
contributions that are used to acquire shares of our stock,
generally at a discounted price.
Deferred Compensation Plan
A Deferred Compensation Plan (the “DCP”), which permits eligible
employees to defer compensation which may be deemed
invested in our common shares usually at a discount or directed
among other investment vehicles available under the DCP. We
often invest directly, as a principal, in investments corresponding
to the other investment vehicles, relating to our obligations to
perform under the DCP. The compensation deferred by our
eligible employees is expensed in the period earned. The change
in fair value of our investments in assets corresponding to the
specified other investment vehicles are recognized in Principal
transactions revenues and changes in the corresponding
deferred compensation liability are reflected as Compensation
and benefits expense.
Profit Sharing Plan
We have a profit sharing plan, covering substantially all
employees, which includes a salary reduction feature designed to
qualify under Section 401(k) of the Internal Revenue Code.
Other Compensation Plans
In connection with the HomeFed LLC (“HomeFed”) merger in
2019, HomeFed stock options were converted into options to
purchase our common shares. During the year ended November
30, 2023, all remaining HomeFed stock options were exercised at
a price of $22.20 per common share.
Restricted Cash Awards
We provide compensation to new and existing employees in the
form of cash awards or loans which are subject to ratable vesting
terms with service requirements. We amortize these awards to
compensation expense over the relevant service period, which is
generally considered to start at the beginning of the annual
compensation year.
Compensation Expense
Year Ended November 30,
$ in millions
2025
2024
2023
Components of compensation cost:
Restricted cash awards .....................................
$533.3
$450.6
$324.6
Restricted stock and RSUs (1) ..........................
88.2
63.1
45.4
Profit sharing plan ..............................................
13.2
12.7
11.6
Total compensation cost ..................................
$634.7
$526.4
$381.6
(1)Total compensation cost associated with restricted stock and RSUs include
the amortization of sign-on, retention and senior executive awards, less
forfeitures and clawbacks. Additionally, we recognize compensation costs
related to the discount provided to employees in electing to defer
compensation under the DCP. These compensation costs were approximately
$1.2 million, $0.7 million and $0.5 million for the years ended November 30,
2025, 2024 and 2023, respectively.
Remaining unamortized amounts related to certain
compensation plans at November 30, 2025:
$ in millions
Remaining
Unamortized
Amounts
Weighted
Average
Vesting
Period
(in Years)
Non-vested share-based awards ...............................
$194.3
3.6
Restricted cash awards ...............................................
909.5
2.5
Total ...............................................................................
$1,103.8
In December 2025, $467.3 million of restricted cash awards,
which contain a future service requirement and are related to the
2025 performance year were approved and awarded. Absent
actual forfeitures or cancellations or accelerations, the annual
compensation cost for these awards will be recognized as
follows:
Year Ended November 30,
$ in millions
2025
2026
2027
Thereafter
Total
Restricted cash awards .
$87.1
$93.3
$89.4
$197.5
$467.3
November 2025 Form 10-K
92
Notes to Consolidated Financial Statements
Note 15. Benefit Plans
U.S. Pension Plans
Pursuant to the agreement to sell one of our former subsidiaries,
WilTel Communications Group, LLC (“WilTel”), the responsibility
for WilTel’s defined benefit pension plan was retained by us. All
benefits under this plan were frozen as of October 30,
2005. Jefferies Group LLC Employees’ Pension Plan (the “U.S.
Pension Plan”) is a defined benefit pension plan covering certain
employees; benefits under that plan were frozen as of December
31, 2005. We contributed $1.8 million to the WilTel plan during
the year ended November 30, 2025 and we anticipate making a
$3.9 million contribution to the plan for the year ending
November 30, 2026. We did not contribute to the U.S. Pension
Plan during the year ended November 30, 2025 and we anticipate
making $1.4 million contribution to the plan for the year ending
November 30, 2026.
Activity with respect to both plans:
Year Ended November 30,
$ in thousands
2025
2024
Change in projected benefit obligation:
Projected benefit obligation, beginning of year .......
$163,073
$163,870
Interest cost ..................................................................
7,579
7,986
Actuarial (gains) losses ..............................................
827
3,455
Settlements ...................................................................
(2,799)
Benefits paid .................................................................
(9,203)
(12,238)
Projected benefit obligation, end of year ................
$159,477
$163,073
Change in plan assets:
 
 
Fair value of plan assets, beginning of year .............
$149,671
$141,177
Actual return on plan assets .......................................
12,631
18,980
Employer contributions ...............................................
1,808
3,530
Settlements ...................................................................
(2,799)
Benefits paid .................................................................
(9,203)
(12,238)
Administrative expenses paid ....................................
(1,647)
(1,778)
Fair value of plan assets, end of year .......................
$150,461
$149,671
Funded status at end of year .....................................
$(9,016)
$(13,402)
As of November 30, 2025 and 2024, $23.8 million and
$28.6 million, respectively, of the net amount recognized in the
Consolidated Statements of Financial Condition was reflected as
a charge to Accumulated other comprehensive income (loss)
(substantially all of which were cumulative losses) and
$9.0 million and $13.4 million, respectively, was reflected as
accrued pension cost.
Components of net periodic pension cost and other amounts
recognized in other comprehensive income (loss) excluding
taxes:
Year Ended November 30,
$ in thousands
2025
2024
2023
Interest cost .....................................
$7,579
$7,986
$7,981
Expected return on plan assets .....
(6,308)
(5,796)
(6,411)
Actuarial and Amortization of net
losses ................................................
669
484
413
Settlement losses ............................
275
370
Net periodic pension cost ..............
$2,215
$2,674
$2,353
Amounts recognized in other
comprehensive income (loss):
Net (gains) losses arising during
the period ..........................................
$(3,097)
$(7,951)
$(2,670)
Settlement losses ............................
(275)
Amortization of net losses .............
(669)
(485)
782
Total recognized in other
comprehensive income (loss) ......
$(4,041)
$(8,436)
$(1,888)
 
 
 
Net amount recognized in net
periodic benefit cost and other
  comprehensive income (loss) ....
$(1,826)
$(5,762)
$465
Accumulated other comprehensive income (loss) at
November 30, 2025 and 2024 has not yet been recognized as
components of net periodic pension cost in the Consolidated
Statements of Earnings.
Assumptions:
November 30,
 
2025
2024
WilTel Plan
Discount rate used to determine benefit obligation
5.00%
5.10%
Weighted-average assumptions used to
determine net pension cost:
Discount rate .........................................................
5.10%
5.30%
Expected long-term return on plan assets ........
6.00%
6.00%
U.S. Pension Plan
Discount rate used to determine benefit obligation
4.70%
4.90%
Weighted-average assumptions used to
determine net pension cost:
Discount rate .........................................................
4.90%
5.20%
Expected long-term return on plan assets ........
5.00%
5.00%
93
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Pension benefit payments expected to be paid (in thousands):
Fiscal Year:
2026 ............................................................................................................
$27,567
2027 ............................................................................................................
13,435
2028 ............................................................................................................
12,723
2029 ............................................................................................................
13,245
2030 ............................................................................................................
12,921
Years 2031 - 2035 .....................................................................................
59,645
U.S. Plan Assets
The information below on the plan assets for the WilTel plan and
the U.S. Pension Plan is presented separately for the plans as the
investments are managed independently.
WilTel Plan Assets
The current investment objectives are designed to close the
funding gap while mitigating funded status volatility through a
combination of liability hedging and investment returns. As plan
funded status improves, the asset allocation will move along a
predetermined, de-risking glide path that reallocates capital from
growth assets to liability-hedging assets in order to reduce
funded status volatility and lock in funded status gains. Plan
assets are split into two separate portfolios, each with different
asset mixes and objectives. The portfolios are valued at their
NAV as a practical expedient for fair value.
The Growth Portfolio consists of global equities and high yield
investments.
The Liability-Driven Investing (“LDI”) Portfolio consists of long
duration credit bonds and a suite of long duration, Treasury-
based instruments designed to provide capital-efficient interest
rate exposure as well as target specific maturities. The
objective of the LDI Portfolio is to seek to achieve performance
similar to the WilTel plan’s liability by seeking to match the
interest rate sensitivity and credit sensitivity. The LDI Portfolio
is managed to mitigate volatility in funded status deriving from
changes in the discounted value of benefit obligations from
market movements in the interest rate and credit components
of the underlying discount curve.
U.S. Pension Plan Assets
We have an agreement with an external investment manager to
invest and manage the plan’s assets under a strategy using a
combination of two portfolios. The investment manager allocates
the plan’s assets between a growth portfolio and a liability-driven
portfolio according to certain target allocations and tolerance
bands that are agreed to by the Administrative Committee of the
U.S. Pension Plan. Such target allocations will take into
consideration the plan’s funded ratio. The manager will also
monitor the strategy and, as the plan’s funded ratio changes over
time, will rebalance the strategy, if necessary, to be within the
agreed tolerance bands and target allocations. The portfolios are
composed of certain common collective investment trusts that
are established and maintained by the investment manager. The
common collective trusts are valued at their NAV as a practical
expedient for fair value.
Plan Assumptions
To develop the assumption for the expected long-term rate of
return on plan assets, we considered the following underlying
assumptions: 2.5% current expected inflation, 0.5% to 1.5% real
rate of return for long duration risk free investments and an
additional 0.5% to 1.0% return premium for corporate credit risk.
For U.S. and international equity, we assume an equity risk
premium over risk-free assets equal to 4.3%. We then weighted
these assumptions based on invested assets and assumed that
investment expenses were offset by expected returns in excess
of benchmarks, which resulted in the selection of 6.0% and 5.0%
expected long-term rate of return assumption for WilTel and U.S.
Pension plan, respectively, for 2025.
Other
We have defined contribution pension plans, including 401(k)
plans, that cover certain employees. Amounts charged to
expense related to such plans were $14.2 million, $13.6 million
and $12.6 million for the years ended November 30, 2025, 2024
and 2023, respectively.
Note 16. Leases
We enter into lease and sublease agreements, primarily for office
space, across our geographic locations. Information related to
operating leases in our Consolidated Statements of Financial
Condition:
November 30,
$ in thousands
2025
2024
Premises and equipment - ROU assets, net .............
$525,658
$553,816
Weighted average:
Remaining lease term (in years) ................................
8.7
9.6
Discount rate .................................................................
5.2%
5.1%
Maturities of our operating lease liabilities and a reconciliation to
the Lease liabilities:
$ in thousands
November 30,
Fiscal Year
2025
2024
2025 ...............................................................................
$
$98,220
2026 ...............................................................................
109,757
107,298
2027 ...............................................................................
101,651
93,675
2028 ...............................................................................
91,957
87,802
2029 ...............................................................................
44,637
40,951
2030 ...............................................................................
57,420
53,104
2031 and thereafter .....................................................
331,099
320,318
Total undiscounted cash flows .................................
736,521
801,368
Less: Difference between undiscounted and
discounted cash flows ...........................................
(143,723)
(168,165)
Operating leases amount in our Consolidated
Statements of Financial Condition ......................
592,798
633,203
Finance leases amount in our Consolidated
Statements of Financial Condition .......................
1,299
2,103
Total amount in our Consolidated Statements of
Financial Condition .................................................
$594,097
$635,306
In addition to the table above, at November 30, 2025, we entered
into a lease agreement that was signed but had not yet
commenced. This operating lease will commence in 2026 with a
lease term of three years. Lease payments for this lease
agreement will be $3.3 million for the period from lease
commencement to the end of the lease term.
November 2025 Form 10-K
94
Notes to Consolidated Financial Statements
Lease costs:
Year Ended November 30,
$ in thousands
2025
2024
2023
Operating lease costs (1) ................
$91,279
$86,581
$81,194
Variable lease costs (2) ...................
18,772
15,208
14,506
Less: Sublease income ....................
(4,157)
(3,940)
(5,545)
Total lease cost, net ........................
$105,894
$97,849
$90,155
(1)Includes short-term leases, which are not material.
(2)Includes property taxes, insurance costs, common area maintenance, utilities,
and other costs that are not fixed. The amount also includes rent increases
resulting from inflation indices and periodic market rent reviews.
Consolidated Statements of Cash Flows supplemental
information:
Year Ended November 30,
$ in thousands
2025
2024
2023
Cash outflows - lease liabilities .....
$101,108
$92,355
$81,831
Non-cash - ROU assets recorded
for new and modified leases .........
19,496
154,903
56,968
Note 17. Borrowings
Short-Term Borrowings
November 30,
$ in thousands
2025
2024
Bank loans and other credit facilities ........................
$568,418
$443,160
Fixed rate callable note ...............................................
1,198,788
Total short-term borrowings (1) ...............................
$1,767,206
$443,160
(1)Short-term borrowings mature in one year or less and are recorded at cost,
which is a reasonable approximation of their fair values due to their liquid and
short-term nature.
At November 30, 2025 and 2024, the weighted average interest
rate on bank loans outstanding is 4.92% and 6.25% per annum,
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.
95
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Long-Term Debt
November 30,
$ in thousands
Maturity (Fiscal Years)
2025
2024
Parent Co. unsecured borrowings
Fixed rate
2025
$
$519,738
2026
869,461
818,819
2027
1,117,106
587,631
2028
1,029,501
1,031,076
2029
586,495
742,427
2030
1,063,637
1,078,816
2031 and Later
4,782,178
3,482,998
Variable rate
2026
45,235
41,230
2027
570,432
2029
1,312
1,311
2031 and Later
71,924
850,273
Structured notes (1)
2025
157,638
2026
102,743
114,308
2027
94,777
97,758
2028
176,009
77,781
2029
178,956
316,139
2030
443,825
76,122
2031 and Later
2,156,638
1,511,599
Total Parent Co. unsecured borrowings (2) ..........................................................................................................................................
12,719,797
12,076,096
Subsidiaries secured borrowings
Fixed rate (3)
2025
160,384
2026
166,414
42,643
2027
630,114
13,077
2028
746,556
35,135
2029
191,068
104,912
Variable rate
2026
525,000
792,400
2027
124,458
274,026
Total Subsidiaries secured borrowings .................................................................................................................................................
2,383,610
1,422,577
Subsidiaries unsecured borrowings
Fixed rate
2029
3,937
4,310
2030
1,416
1,347
2031 and Later
633,372
Variable rate
2026
100,000
26,235
2027
53,759
Total Subsidiaries unsecured borrowings .............................................................................................................................................
792,484
31,892
Total long-term debt (3) ..........................................................................................................................................................................
$15,895,891
$13,530,565
Fair value ....................................................................................................................................................................................................
$16,122,970
$13,734,421
Weighted-average interest rate (4) .......................................................................................................................................................
5.11%
5.30%
Interest rate range (4) ..............................................................................................................................................................................
0.00% - 7.50%
0.00% - 7.66%
(1)Structured notes have various interest rate payment terms and are accounted for at fair value, with changes in fair value resulting from non-credit components
recognized in Principal transactions revenues. The structured notes are classified as Level 2 or Level 3 in the fair value hierarchy. All of our long-term debt with exception
of certain of the structured notes would be classified as Level 2 in the fair value hierarchy.
(2)Carrying values of certain borrowings, totaling $2.68 billion and $2.04 billion for November 30, 2025 and 2024, respectively, include cumulative hedging adjustments of
$142.8 million and $193.7 million at November 30, 2025 and 2024, respectively, associated with interest rate swaps based on designation as fair value hedges.
(3)Carrying values include unamortized discounts and premiums, valuation adjustments and debt issuance costs. At November 30, 2025 and 2024, our borrowings under
several credit facilities classified within Long-term debt amounted to $803.2 million and $775.3 million, respectively. Interest on these credit facilities is based on an
adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or other adjusted rates, as defined in the various credit agreements. Certain of our long-term
borrowings are callable by us prior to maturity reflected at their contractual maturity dates. Additionally, certain of our borrowings are under agreements containing
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 agreements.
(4)Interest rates exclude structured notes.
November 2025 Form 10-K
96
Notes to Consolidated Financial Statements
For the year ended November 30, 2025, long-term debt increased
by $2.37 billion to $15.90 billion at November 30, 2025, 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 unsecured senior notes.
In January 2026, we issued $1.5 billion aggregate principal
amount of 5.500% Senior Notes due 2036.
Note 18. Total Equity
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. At November 30, 2025 and 2024, we had outstanding
206,296,167 and 205,504,272 common shares outstanding,
respectively.
The Board of Directors has authorized the repurchase of
common stock up to $250.0 million under a share repurchase
program. 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.
Preferred Shares
At November 30, 2025 and 2024, 6,000,000 of preferred shares,
par value $1 per share, were authorized and 55,125 shares issued
and outstanding.
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 will pay $1.50 per share of
voting common stock 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.
97
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Earnings Per Common Share
Basic and diluted earnings per common share amounts were calculated by dividing net earnings by the weighted-average number of
common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per common share are as
follows:
Year Ended November 30,
In thousands, except per share amounts
2025
2024
2023
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations ................................................................................................................................
$686,419
$712,352
$262,388
Less: Net losses attributable to noncontrolling interests .....................................................................................................
(28,430)
(24,367)
(15,300)
Mandatorily redeemable convertible preferred share dividends ..........................................................................................
(2,016)
Allocation of earnings to participating securities (1) .............................................................................................................
(79,684)
(74,110)
(14,729)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........
$635,165
$662,609
$260,943
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share .....
$635,165
$662,609
$260,943
Numerator for earnings per common share from discontinued operations:
Net (losses) earnings from discontinued operations, net of taxes .....................................................................................
(4,374)
3,667
Less: Net losses attributable to noncontrolling interests .....................................................................................................
(2,997)
Net (losses) earnings from discontinued operations attributable to common shareholders for basic and diluted
earnings per share .................................................................................................................................................................
$(4,374)
$6,664
$
Net earnings attributable to common shareholders for basic earnings per share .........................................................
$630,791
$669,273
$260,943
Net earnings attributable to common shareholders for diluted earnings per share .......................................................
$630,791
$669,273
$260,943
Denominator for earnings per common share:
Weighted average common shares outstanding ....................................................................................................................
206,214
208,873
222,325
Weighted average shares of restricted stock outstanding with future service required ..................................................
(2,239)
(2,334)
(1,920)
Weighted average RSUs outstanding with no future service required ................................................................................
11,121
10,540
12,204
Weighted average basic common shares ...............................................................................................................................
215,096
217,079
232,609
Stock options and other share-based awards .......................................................................................................................
4,913
3,638
2,085
Senior executive compensation plan RSU awards .................................................................................................................
2,737
2,933
1,926
Weighted average diluted common shares (2) ......................................................................................................................
222,746
223,650
236,620
Earnings (losses) per common share:
Basic from continuing operations ............................................................................................................................................
$2.95
$3.05
$1.12
Basic from discontinued operations ........................................................................................................................................
(0.02)
0.03
Basic .............................................................................................................................................................................................
$2.93
$3.08
$1.12
Diluted from continuing operations ...........................................................................................................................................
$2.85
$2.96
$1.10
Diluted from discontinued operations ......................................................................................................................................
(0.02)
0.03
Diluted ...........................................................................................................................................................................................
$2.83
$2.99
$1.10
(1)Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities. Net losses are not
allocated to participating securities. Participating securities represent certain preferred stock, restricted stock and RSUs for which requisite service has not yet been
rendered and amounted to weighted average shares of 27.6 million, 24.1 million, and 8.9 million for the years ended November 30, 2025, 2024, and 2023, respectively.
Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.
(2)Certain securities have been excluded as they would be antidilutive. However, these securities could potentially dilute earnings per share in the future. Antidilutive shares
were 12.4% and 13.2% of the weighted average common shares outstanding for the years ended November 30, 2025 and 2024, respectively.
November 2025 Form 10-K
98
Notes to Consolidated Financial Statements
Dividends
Year Ended November 30, 2025
Declaration Date
Record Date
Payment Date
Per Common
Share Amount
January 8, 2025
February 14, 2025
February 27, 2025
$0.40
March 26, 2025
May 19, 2025
May 29, 2025
$0.40
June 25, 2025
August 18, 2025
August 29, 2025
$0.40
September 29, 2025
November 17, 2025
November 26, 2025
$0.40
Year Ended November 30, 2024
Declaration Date
Record Date
Payment Date
Per Common
Share Amount
January 8, 2024
February 16, 2024
February 27, 2024
$0.30
March 27, 2024
May 20, 2024
May 30, 2024
$0.30
June 26, 2024
August 19, 2024
August 30, 2024
$0.35
September 25, 2024
November 18, 2024
November 27, 2024
$0.35
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.
We paid cash dividends of $44.1 million and $31.9 million for the
years ended November 30, 2025 and 2024, respectively, to the
Series B Preferred stockholder. 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.
Accumulated Other Comprehensive Income (Loss)
November 30,
$ in thousands
2025
2024
2023
Net unrealized losses on
available-for-sale securities ...........
$(1,796)
$(2,406)
$(4,595)
Net currency translation
adjustments and other ....................
(145,280)
(173,841)
(162,541)
Net unrealized losses related to
instrument-specific credit risk ......
(200,688)
(206,664)
(181,946)
Net minimum pension liability .......
(36,670)
(40,220)
(46,463)
Total accumulated other
comprehensive loss, net of tax .....
$(384,434)
$(423,131)
$(395,545)
Amounts reclassified out of accumulated other comprehensive
income (loss) to net earnings:
Year Ended November 30,
$ in thousands
2025
2024
2023
Net unrealized gains on
instrument-specific credit risk at
fair value (1) .......................................
$12,565
$4,794
$(167)
Foreign currency translation
adjustments (2) .................................
17,506
Amortization of defined benefit
pension plan actuarial losses (3) ....
(1,075)
(337)
(631)
Total reclassifications for the
period, net of tax ...............................
$11,490
$4,457
$16,708
(1)The amounts include income tax expense of $4.2 million and $1.7 million for
the years ended November 30, 2025 and 2024, respectively. The amounts
include income tax benefit of $0.1 million for the year ended November 30,
2023. These amounts were reclassified to Principal transaction revenues.
(2)Relates to the acquisition and consolidation of OpNet in the fourth quarter of
2023. Refer to Note 4, Business Acquisitions and Discontinued Operations for
further information. The amount includes income tax expense of $5.4 million
for the year ended November 30, 2023, which was reclassified to Other
income.
(3)The amounts include income tax benefit of $0.4 million, $0.1 million, and $0.2
million during the years ended November 30, 2025, 2024 and 2023,
respectively, which were reclassified to Compensation and benefits expenses.
Refer to Note 15, Benefit Plans for further information.
Note 19. Income Taxes
Provision for income tax expense components:
Year Ended November 30,
$ in thousands
2025
2024
2023
Current: .............................................
U.S. Federal ......................................
$(1,397)
$138,259
$14,600
U.S. state and local .........................
(28,466)
75,977
14,896
Foreign ..............................................
104,496
83,089
51,923
Total current ....................................
74,633
297,325
81,419
Deferred:
U.S. Federal ......................................
95,071
(9,453)
10,380
U.S. state and local .........................
18,925
(2,912)
3,112
Foreign ..............................................
(4,059)
8,234
(3,030)
Total deferred ..................................
109,937
(4,131)
10,462
Total income tax expense from
continuing operations ....................
$184,570
$293,194
$91,881
U.S. and non-U.S. components of earnings from continuing
operations before income tax expense:
Year Ended November 30,
$ in thousands
2025
2024
2023
U.S. ....................................................
$541,510
$703,981
$177,595
Non-U.S. (1) ......................................
329,479
301,565
176,674
Earnings from continuing
operations before income tax
expense ............................................
$870,989
$1,005,546
$354,269
(1)For purposes of this table, non-U.S. income is defined as income generated
from operations located outside the U.S.
99
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Income tax expense differed from the amounts computed by
applying the U.S. Federal statutory income tax rate of 21.0% to
earnings from continuing operations before income taxes as a
result of the following:
Year Ended November 30,
2025
2024
2023
$ in thousands
Amount
Percent
Amount
Percent
Amount
Percent
Computed
expected federal
income taxes ...........
$182,908
21.0%
$211,165
21.0%
$74,396
21.0%
Increase
(decrease) in
income taxes
resulting from:
State and local
income taxes, net
of Federal income
tax benefit ................
28,469
3.3
47,642
4.8
17,071
4.8
International
operations
(including foreign
rate differential) ......
19,003
2.2
19,567
1.9
7,306
2.1
Foreign tax credits,
net .............................
(19,231)
(2.2)
(10,324)
(1.0)
(4,504)
(1.3)
Non-deductible
executive
compensation ..........
12,329
1.4
14,481
1.5
11,664
3.3
Transferrable
investment tax
credits .......................
(9,761)
(1.1)
Employee share-
based awards ..........
(3,630)
(0.4)
(12,044)
(1.2)
(16,136)
(4.6)
Change in
unrecognized tax
benefits related to
prior years ...............
(61,147)
(7.0)
(15,696)
(1.6)
(25,561)
(7.2)
Interest on
unrecognized tax
benefits .....................
5,926
0.7
26,257
2.6
18,988
5.4
Revaluation of
deferred tax asset
(1) ..............................
17,276
2.0
(1,502)
(0.1)
(2,814)
(0.8)
Interest on
amended tax
returns ......................
(10,841)
(1.2)
Other, net (1) ............
23,269
2.5
13,648
1.3
11,471
3.2
Total income tax
expense from
continuing
operations ................
$184,570
21.2%
$293,194
29.2%
$91,881
25.9%
(1)Prior period amounts have been revised to conform with the current period
presentation.
Reconciliation of gross unrecognized tax benefits:
Year Ended November 30,
$ in thousands
2025
2024
2023
Balance at beginning of period .............
$346,429
$332,323
$349,955
Increases based on tax positions
related to the current period ..................
8,340
29,454
1,555
Increases based on tax positions
related to prior periods ...........................
4,978
8,022
10,134
Decreases based on tax positions
related to prior periods ...........................
(115,339)
(23,370)
(28,622)
Decreases related to settlements with
taxing authorities ....................................
(2,771)
(699)
Balance at end of period ........................
$241,637
$346,429
$332,323
During 2025, decreases in unrecognized tax benefits based on
tax positions related to prior periods are primarily attributable to
the resolution of certain state and local tax matters, in addition to
expiration of state and local statutes of limitation. Decreases for
2024 and 2023 are primarily attributable to expiration of state
and local statutes of limitation.
The total amount of unrecognized tax benefits that, if recognized,
would favorably affect the effective tax rate was $190.9 million
and $273.8 million (net of Federal benefit) at November 30, 2025
and 2024, respectively.
We recognize interest accrued related to unrecognized tax
benefits and penalties, if any, as components of Income tax
expense. Net interest expense related to unrecognized tax
benefits was $1.2 million, $34.6 million and $25.5 million for the
years ended November 30, 2025, 2024 and 2023, respectively. At
November 30, 2025, 2024 and 2023, we had interest accrued of
approximately $177.9 million, $176.6 million and $142.1 million,
respectively, included in Accrued expenses and other liabilities.
No material penalties were accrued for the years ended
November 30, 2025, 2024 and 2023.
Cumulative tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and liabilities:
November 30,
$ in thousands
2025
2024
Deferred tax assets:
Net operating loss carryover ......................................
$273,096
$254,142
Compensation and benefits .......................................
214,845
221,395
Accrued expenses and other ......................................
239,844
195,216
Operating lease liabilities ............................................
132,709
150,665
Capital loss carryforward ............................................
84,643
Long-term debt .............................................................
73,834
83,680
Investments in associated companies .....................
73,211
Sub-total ........................................................................
1,018,971
978,309
Valuation allowance ....................................................
(261,804)
(240,231)
Total deferred tax assets ...........................................
757,167
738,078
Deferred tax liabilities:
Operating lease right-of-use assets ..........................
117,421
132,867
Investments in associated companies .....................
67,876
Amortization of intangibles ........................................
49,869
55,067
Other ..............................................................................
62,949
52,554
Total deferred tax liabilities .......................................
298,115
240,488
Net deferred tax asset, included in Other assets ...
$459,052
$497,590
The valuation allowance represents the portion of our deferred
tax assets for which it is more likely than not that the benefit of
such items will not be realized. We believe that the realization of
the net deferred tax asset of $459.1 million at November 30,
2025 is more likely than not based on expectations of future
taxable income in the jurisdictions in which we operate.
As of November 30, 2025, we have capital loss carryforwards of
$84.6 million which, if unutilized, will expire in 2031.
We are currently under examination by a number of taxing
jurisdictions. Though we do not expect that resolution of these
examinations will have a material effect on our consolidated
financial position, they may have a material impact on our
consolidated results of operations for the period in which
resolution occurs. It is reasonably possible that, within the next
twelve months, statutes of limitation will expire which would have
the effect of reducing the balance of unrecognized tax benefits
by $36.4 million.
November 2025 Form 10-K
100
Notes to Consolidated Financial Statements
Earliest tax years that remain subject to examination in the major
tax jurisdictions in which we operate:
Jurisdiction
Tax Year
United States ...........................................................................................
2022
New York State ........................................................................................
2001
New York City ..........................................................................................
2006
United Kingdom .......................................................................................
2022
Germany ...................................................................................................
2019
Hong Kong ...............................................................................................
2019
India ...........................................................................................................
2011
Note 20. Commitments, Contingencies and Guarantees
Commitments
Expected Maturity Date (Fiscal Years)
$ in millions
2026
2027
2028
and
2029
2030
and
2031
2032
and
Later
Maximum
Payout
Equity commitments (1) .....
$117.0
$100.2
$
$0.1
$132.8
$350.1
Loan commitments (1) .......
337.8
4.4
16.7
0.2
6.3
365.4
Loan purchase
commitments (2) .................
3,466.9
3,466.9
Forward starting reverse
repos (3) ...............................
5,107.5
5,107.5
Forward starting repos (3) .
2,715.5
2,715.5
Other unfunded
commitments (1) .................
195.4
1,957.6
540.9
25.4
2,719.3
Total commitments ............
$11,940.1
$2,062.2
$557.6
$25.7
$139.1
$14,724.7
(1)Equity, loan and other unfunded commitments are presented by contractual
maturity date. The amounts, however, are available on demand.
(2)Loan purchase commitments consist of unfunded commitments to acquire
secondary market loans. For the population of loans to be acquired under the
loan purchase commitments, at November 30, 2025, Jefferies had also
entered into back-to-back committed sale contracts aggregating to
$3.13 billion.
(3)At November 30, 2025, all of the of the forward starting securities purchased
under agreements to resell and all of the forward starting securities sold under
agreements to repurchase settled within three business days.
Equity Commitments. Includes commitments to invest in our joint
venture, Jefferies Finance, asset management funds and in
Jefferies Capital Partners, LLC, a manager of private equity funds,
which consists of a team led by our President and a director. At
November 30, 2025, our outstanding commitments relating to
Jefferies Capital Partners, LLC and its private equity funds were
$9.7 million.
Additionally, at November 30, 2025, we had other outstanding
equity commitments to invest up to $195.7 million with strategic
affiliates and $129.3 million to energy tax credit vehicles and
various other investments.
Loan Commitments. From time to time, we make commitments
to extend credit to clients and to strategic affiliates. These
commitments and any related drawdowns of these facilities
typically have fixed maturity dates and are contingent on certain
representations, warranties and contractual conditions applicable
to the borrower. At November 30, 2025, we had outstanding loan
commitments of $108.0 million to a client and $7.4 million to
strategic affiliates.
Loan commitments outstanding at November 30, 2025 also
include our portion of the outstanding secured revolving credit
facility provided to Jefferies Finance, to support loan
underwritings by Jefferies Finance.
Underwriting Commitments. In connection with investment
banking activities, we may from time to time provide underwriting
commitments to our clients in connection with capital raising
transactions.
Forward Starting Reverse Repos and Repos. We enter into
commitments to take possession of securities with agreements
to resell on a forward starting basis and to sell securities with
agreements to repurchase on a forward starting basis that are
primarily secured by U.S. government and agency securities.
Other Unfunded Commitments. Other unfunded commitments
include obligations in the form of revolving notes, warehouse
financings and debt securities to provide financing to asset-
backed and CLO vehicles. Upon advancing funds, drawn amounts
are collateralized by the assets of an entity. Other unfunded
commitments also include written put options to certain
bondholders of an equity method investee.
Guarantees
Derivative Contracts. As a dealer, we make markets and trade in a
variety of derivative instruments. Certain derivative contracts that
we have entered into meet the accounting definition of a
guarantee under U.S. GAAP, including credit default swaps,
written foreign currency options and written equity put options.
On certain of these contracts, such as written interest rate caps
and foreign currency options, the maximum payout cannot be
quantified since the increase in interest or foreign exchange rates
are not contractually limited by the terms of the contract. As
such, we have disclosed notional values as a measure of our
maximum potential payout under these contracts.
Notional amounts associated with our derivative contracts
meeting the definition of a guarantee under U.S. GAAP at
November 30, 2025:
Expected Maturity Date (Fiscal Years)
$ in millions
2026
2027
2028 and
2029
2030 and
2031
2032 and
Later
Notional/
Maximum
Payout
Guarantee Type:
Derivative
contracts—
non-credit
related .........
$17,971.5
$12,781.6
$10,235.4
$446.0
$101.2
$41,535.7
Total derivative
contracts ..............
$17,971.5
$12,781.6
$10,235.4
$446.0
$101.2
$41,535.7
The derivative contracts deemed to meet the definition of a
guarantee under U.S. GAAP are before consideration of hedging
transactions and only reflect a partial or “one-sided” component
of any risk exposure. Written equity options and written credit
default swaps are often executed in a strategy that is in tandem
with long cash instruments (e.g., equity and debt securities). We
substantially mitigate our exposure to market risk on these
contracts through hedges, such as other derivative contracts
and/or cash instruments, and we manage the risk associated
with these contracts in the context of our overall risk
management framework. We believe notional amounts overstate
our expected payout and that fair value of these contracts is a
more relevant measure of our obligations. At November 30, 2025,
the fair value of derivative contracts meeting the definition of a
guarantee, gross of any counterparty and cash collateral netting,
is a liability of approximately $331.8 million.
HomeFed. For real estate development projects, we are generally
required to obtain infrastructure improvement bonds at the
beginning of construction work and warranty bonds upon
completion of such improvements. These bonds are issued by
surety companies to guarantee a municipality satisfactory
101
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
completion of a project. As the planned area is developed and the
municipality accepts the improvements, the bonds are released.
At November 30, 2025, the aggregate amount of infrastructure
improvement bonds outstanding was $74.1 million.
Standby Letters of Credit. At November 30, 2025, we provided
guarantees to certain counterparties in the form of standby
letters of credit in the amount of $345.6 million, with a weighted
average maturity of less than one year. Standby letters of credit
commit us to make payment to the beneficiary if the guaranteed
party fails to fulfill its obligation under a contractual arrangement
with that beneficiary. Since commitments associated with these
collateral instruments may expire unused, the amount shown
does not necessarily reflect the actual future cash funding
requirement.
Other Guarantees. We are members of various exchanges and
clearing houses. In the normal course of business, we provide
guarantees to securities clearing houses and exchanges. These
guarantees generally are required under the standard
membership agreements, such that members are required to
guarantee the performance of other members. Additionally, if a
member becomes unable to satisfy its obligations to the clearing
house, other members would be required to meet these
shortfalls. To mitigate these performance risks, the exchanges
and clearing houses often require members to post collateral.
Our obligations under such guarantees could exceed the
collateral amounts posted. Our maximum potential liability under
these arrangements cannot be quantified; however, the potential
for us to be required to make payments under such guarantees is
deemed remote. Accordingly, no liability has been recognized for
these arrangements. Additionally, we provide certain
indemnifications in connection with third-party clearing and
execution arrangements whereby a third-party may clear and
settle transactions on behalf of our clients. These
indemnifications generally have standard contractual terms and
are entered into in the ordinary course of business. Our
obligations in respect of such transactions are secured by the
assets in our client’s account, as well as any proceeds received
from the transactions cleared and settled on behalf of our client.
However, we believe that it is unlikely we would have to make any
material payments under these arrangements and no material
liabilities related to these indemnifications have been recognized.
Note 21. Regulatory Requirements
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 Rule 15c3-1 or 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.
At November 30, 2025, net capital and excess net capital were as
follows:
$ in thousands
Net
Capital
Excess Net
Capital
Jefferies LLC .................................................................
$2,262,928
$2,115,314
JFSI - SEC ......................................................................
234,041
200,305
JFSI - CFTC ...................................................................
234,041
203,041
JIL (1) .............................................................................
2,043,400
1,209,300
Jefferies GmbH (1) ......................................................
379,326
184,633
(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 a
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.
November 2025 Form 10-K
102
Notes to Consolidated Financial Statements
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 SEC Rule 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.
Note 22. Segment Reporting
We operate in two reportable business segments: (1) Investment
Banking and Capital Markets and (2) Asset Management. The
Investment Banking and Capital Markets reportable business
segment includes our capital markets activities and investment
banking business, which is composed of financial advisory and
underwriting activities. The Investment Banking and Capital
Markets reportable business segment provides the sales, trading,
origination and advisory effort for various fixed income, equity
and advisory products and services. The Asset Management
reportable business segment provides investment management
services to investors globally and invests capital in hedge funds,
separately managed accounts and third-party asset managers.
Our reportable business segment information is prepared using
the following methodologies:
Net revenues, expenses and income (loss) from equity method
investments directly associated with each reportable business
segment are included in determining earnings (losses) from
continuing operations before income taxes.
Net revenues and expenses not directly associated with
specific reportable business segments are allocated based on
the most relevant measures applicable, including each
reportable business segment’s net revenues, headcount and
other factors.
Reportable business segment assets include an allocation of
indirect corporate assets that have been fully allocated to our
reportable business segments, generally based on each
reportable business segment’s capital utilization.
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 the net interest revenue or expense
associated with the respective activities, including the net
interest cost of allocated long-term debt, which is a function of
the mix of each business's associated assets and liabilities and
the related funding costs. During 2023, we refined our allocated
net interest methodology to better reflect net interest expense
across our business units based on use of capital. Historical
periods have been recast to conform with the revised
methodology.
Our Chief Executive Officer and President serve collectively as
our chief operating decision maker (“CODM”). In this capacity, the
CODM evaluates the performance of each business segment and
allocate resources based on a variety of strategic and financial
considerations. These considerations include measures of
segment results and profitability, including net revenues and
earnings before income taxes, which are calculated in
accordance with U.S. GAAP and align with the amounts reported
in our Consolidated Statements of Earnings. The CODM regularly
reviews results and profitability measures to monitor budget
versus actual results. Furthermore, the ongoing monitoring of
budget versus actual results is used to assess the performance
of each reportable business segment and significantly influences
decisions about allocating resources.
103
Jefferies Financial Group Inc.
Notes to Consolidated Financial Statements
Summary of our results by reportable business segment:
Year Ended November 30,
$ in millions
2025
2024
2023
Investment Banking and Capital Markets:
Revenues
Non-interest revenues ...................................
$6,551.9
$6,011.3
$4,331.1
Interest income ..............................................
3,239.3
3,363.2
2,734.0
Total revenues (1) .........................................
9,791.2
9,374.5
7,065.1
Interest expense .............................................
3,183.2
3,170.2
2,560.7
Net revenues (1) ............................................
6,608.0
6,204.3
4,504.4
Non-interest expenses
Compensation and benefits .........................
3,616.0
3,418.6
2,403.0
Brokerage and clearing fees .........................
445.7
372.2
327.4
Technology and communications ...............
541.8
488.5
455.5
Business development ..................................
297.4
243.9
165.8
Other segment items (3) (4) .........................
725.0
658.3
643.4
Total non-interest expenses ........................
5,625.9
5,181.5
3,995.1
Earnings before income taxes ......................
$982.1
$1,022.8
$509.3
Asset Management:
Revenues
Non-interest revenues ...................................
$843.9
$933.4
$233.8
Interest income ..............................................
163.0
180.3
134.6
Total revenues (2) .........................................
1,006.9
1,113.7
368.4
Interest expense .............................................
296.7
310.0
180.1
Net revenues (2) ............................................
710.2
803.7
188.3
Non-interest expenses
Compensation and benefits .........................
244.2
241.0
132.2
Brokerage and clearing fees .........................
43.5
60.6
39.2
Technology and communications ...............
56.4
58.1
21.6
Business development ..................................
38.3
39.6
11.8
Cost of sales ...................................................
190.9
206.3
29.4
Other segment items (3) (5) .........................
273.5
242.2
116.8
Total non-interest expenses ........................
846.8
847.8
351.0
Losses before income taxes (6) (7) ...........
$(136.6)
$(44.1)
$(162.7)
Year Ended November 30,
2025
2024
2023
Total of Reportable Business Segments:
Revenues
Non-interest revenues ...................................
$7,395.8
$6,944.7
$4,564.9
Interest income ..............................................
3,402.3
3,543.5
2,868.6
Total revenues ...............................................
10,798.1
10,488.2
7,433.5
Interest expense .............................................
3,479.9
3,480.2
2,740.8
Net revenues ..................................................
7,318.2
7,008.0
4,692.7
Non-interest expenses
Compensation and benefits .........................
3,860.2
3,659.6
2,535.2
Brokerage and clearing fees .........................
489.2
432.8
366.6
Technology and communications ...............
598.2
546.6
477.1
Business development ..................................
335.7
283.5
177.6
Cost of sales ...................................................
190.9
206.3
29.4
Other segment items (3) ...............................
998.5
900.5
760.2
Total non-interest expenses ........................
6,472.7
6,029.3
4,346.1
Earnings before income taxes .....................
$845.5
$978.7
$346.6
(1)Includes total net earnings related to equity method investees of $80.5 million,
$82.8 million and $13.0 million, respectively.
(2)Includes total net earnings (losses) related to equity method investees of
$14.8 million, $3.7 million and $(205.2) million, respectively.
(3)Primarily consists of underwriting costs, occupancy and equipment rental,
professional services, and depreciation and amortization.
(4)Includes depreciation and amortization of $101.5 million, $103.0 million and
$89.9 million, respectively.
(5)Includes depreciation and amortization of $90.8 million, $87.3 million and
$22.3 million, respectively.
(6)Consists of earnings before income taxes of $69.4 million, $42.0 million and
$38.0 million, respectively, related to asset management fees and investment
return and consists of losses before income taxes of $206.0 million,
$86.1 million and $200.7 million, respectively, related to Other investments.
(7)Includes losses before income taxes related to non-controlling interests of
$28.1 million, $27.4 million and $14.9 million, respectively.
Reconciliation of Reportable Segment Information:
Year Ended November 30,
$ in millions
2025
2024
2023
Total revenues for reportable segments ...
$7,318.2
$7,008.0
$4,692.7
Other revenues not allocated to segments
25.5
26.8
7.7
Total consolidated net revenues ................
$7,343.7
$7,034.8
$4,700.4
Total earnings for reportable segments ....
$845.5
$978.7
$346.6
Earnings not allocated to segments ...........
25.5
26.8
7.7
Total consolidated earnings ........................
$871.0
$1,005.5
$354.3
Assets by reportable business segment:
November 30,
$ in millions
2025
2024
Investment Banking and Capital Markets .................
$70,335.5
$59,142.9
Asset Management ......................................................
5,676.8
5,217.4
Total assets ..................................................................
$76,012.3
$64,360.3
Net Revenues by Geographic Region
Net revenues for the Investment Banking and Capital Markets
reportable business segment are recorded in the geographic
region in which the position was risk-managed or, in the case of
investment banking, in which the senior coverage banker is
located. For the Asset Management reportable business
segment, net revenues are allocated according to the location of
the investment advisor or the location of the invested capital.
Year Ended November 30,
$ in millions
2025
2024
2023
Americas (1) .....................................
$5,008.6
$4,952.3
$3,625.6
Europe and the Middle East (2) .....
1,781.4
1,577.5
775.9
Asia-Pacific ......................................
553.8
505.0
298.9
Net revenues ....................................
$7,343.8
$7,034.8
$4,700.4
(1)Primarily relates to U.S. results.
(2)Primarily relates to U.K. results.
Note 23. Related Party Transactions
Officers, Directors and Employees
The following sets forth information regarding related party
transactions with our officers, directors and employees:
At November 30, 2025 and 2024, we had $19.2 million and
$29.4 million, respectively, of loans, net of allowance,
outstanding to certain of our officers and employees (none of
whom are executive officers or directors) that are included in
Other assets.
Receivables from and payables to customers include balances
arising from officers’, directors’ and employees’ individual
security transactions. These transactions are subject to the
same regulations as all customer transactions and are
provided on substantially the same terms.
November 2025 Form 10-K
104
Notes to Consolidated Financial Statements
Two of our directors and certain of our officers have total
investments in entities managed by us of approximately
$10.4 million and $5.0 million at November 30, 2025 and 2024,
respectively.
SMBC
We have a strategic alliance with Sumitomo Mitsui Financial
Group, Inc., 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 as well as opportunities related to equity
sales, trading and research.
The following tables summarize balances with SMBC as reported
in our Consolidated Statements of Financial Condition and
Consolidated Statements of Earnings. In addition, the synergies
and value creation resulting from our strategic alliance with
SMBC generate additive benefits for us, which are not necessarily
reflected by the activity presented in the following tables.
November 30,
$ in thousands
2025
2024
Assets
Cash and cash equivalents .........................................
$444,506
$542,212
Cash and securities segregated and on deposit
for regulatory purposes or deposited with
clearing and depository organizations ................
27,975
Financial instruments owned, at fair value ...............
395
1,539
Securities borrowed .....................................................
3,872
20,403
Securities purchased under agreements to resell ...
357,261
381,568
Receivables:
Brokers, dealers and clearing organizations ........
7,752
3,012
Customers .................................................................
206
Fees, interest and other ...........................................
5,438
7,851
Other assets ..................................................................
6,203
175
Total assets ..................................................................
$853,608
$956,760
Liabilities
Financial instruments sold, not yet purchased, at
fair value ...................................................................
$6,763
$1,830
Securities loaned ..........................................................
620
187
Securities sold under agreements to repurchase ...
638,581
631,390
Payables:
Brokers, dealers and clearing organizations .......
470
18,701
Accrued expenses and other liabilities .....................
9,537
6,767
Long-term debt (1) .......................................................
Total liabilities ..............................................................
$655,971
$658,875
(1)At November 30, 2025, we have a credit facility with SMBC of $700.0 million
with an interest rate based on an adjusted SOFR plus a spread.
Year Ended
 November 30,
$ in thousands
2025
2024 (1)
Revenues
Investment banking ...............................................................
$22,559
$5,066
Principal transactions (2) .....................................................
(12,205)
(5,997)
Commissions and other fees ...............................................
2,907
895
Interest ....................................................................................
27,512
14,203
Total revenues .......................................................................
40,773
14,167
Interest expense ....................................................................
42,120
13,238
Net revenues ..........................................................................
$(1,347)
$929
Non-interest expenses
Compensation and benefits
$2,911
$
Technology and communications .......................................
1,452
Business development .........................................................
32,538
7,274
Other expenses ......................................................................
456
Total non-interest expenses ...............................................
$37,357
$7,274
(1)Amounts reflect activity beginning from August 12, 2024, the date SMBC
became a related party.
(2)Primarily represents net gains (losses) on interest rate derivatives executed
with SMBC.
Other Related Party Transactions
We have other related party transactions with equity method
investees. Refer to Note 10, Investments for further information.
105
Jefferies Financial Group Inc.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
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.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the three months ended November 30, 2025, no directors
or executive officers entered into, modified or terminated,
contracts, instructions or written plans for the sale or purchase of
the Company’s securities that were intended to satisfy the
affirmative defense conditions of Rule 10b5-1.
Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
Information with respect to this item will be contained in the
Proxy Statement for the 2026 Annual Meeting of Shareholders,
which is incorporated herein by reference.
We have a Code of Business Practice, which is applicable to all
directors, officers and employees, and is available on our
website. We intend to post amendments to or waivers from our
Code of Business Practice on our website as required by
applicable law.
Item 11. Executive Compensation
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
Information with respect to this item will be contained in the
Proxy Statement for the 2026 Annual Meeting of Shareholders,
which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
Information with respect to this item will be contained in the
Proxy Statement for the 2026 Annual Meeting of Shareholders,
which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and
Director Independence
Omitted pursuant to General Instruction I(2)(c) to Form 10-K.
Information with respect to this item will be contained in the
Proxy Statement for the 2026 Annual Meeting of Shareholders,
which is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information with respect to aggregate fees billed to us by our
principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34)
will be contained in the Proxy Statement for the 2026 Annual
Meeting of Shareholders, which is incorporated herein by
reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)1. Financial Statements
The financial statements required to be filed hereunder are listed
on page S-1.
(a)2. Financial Statement Schedules
The financial statement schedules required to be filed hereunder
are listed on page S-1.
(a)3. Exhibits
November 2025 Form 10-K
106
Exhibit
No.
Description
3.1
Amended and Restated Certificate of Incorporation of Jefferies Financial
Group Inc., is incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on 8-K filed on June 30, 2023.*
3.2
Certificate of Amendment of the Certificate of Incorporation relating to the
Series B-1 Preferred Stock, is incorporated by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed on September 19, 2025.*
3.3
Amended and Restated By-Laws of Jefferies Financial Group Inc. (effective
September 30, 2021), is incorporated herein by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed on October 5, 2021.*
4.1
Description of Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934.
4.2
Indenture, dated as of October 18, 2013, by and between Jefferies Financial
Group Inc. (formerly Leucadia National Corporation) and The Bank of New
York Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 of
the Company’s Current Report on Form 8-K filed on October 18, 2013. *
4.3
Indenture, dated as of March 12, 2002 (Senior Securities), by and between
Jefferies Group LLC (formerly Jefferies Group, Inc.) and The Bank of New York
Mellon, as trustee, is incorporated herein by reference to Exhibit 4.1 to
Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3
Registration Statement filed on February 1, 2019 (File Nos. 333-229494 and
333-229494-01).*
4.4
First Supplemental Indenture, dated as of July 15, 2003, to Indenture dated as
of March 12, 2002 by and between Jefferies Group LLC (formerly Jefferies
Group, Inc.) and The Bank of New York Mellon, as Trustee, is incorporated
herein by reference to Exhibit 4.2 of Jefferies Group, Inc.’s Form S-3
Registration Statement filed on July 15, 2003 (No. 333-107032). *
4.5
Second Supplemental Indenture, dated as of December 19, 2012, to the
Indenture dated as of March 12, 2002, by and between Jefferies Group LLC
(formerly Jefferies Group, Inc.) and The Bank of New York Mellon, as trustee,
is incorporated herein by reference to Exhibit 4.1 of Jefferies Group, Inc.’s
Form 8-K filed on December 20, 2012. *
4.6
Third Supplemental Indenture, dated as of March 1, 2013, to the Indenture
dated as of March 12, 2002 by and between Jefferies Group LLC (formerly
Jefferies Group, Inc.) and The Bank of New York Mellon, as Trustee, is
incorporated herein by reference to Exhibit 4.3 of Jefferies Group, Inc.’s Form
8-K filed on March 1, 2013. *
4.7
Fourth Supplemental Indenture, dated as of November 1, 2022, among
Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to
the Indenture, dated as of March 12, 2002, is incorporated by reference to
Exhibit 4.5 of the Company’s Current Report on Form 8-K filed on November 1,
2022.*
4.8
Indenture, dated as of May 26, 2016 (the “Senior Debt Indenture”), by and
among Jefferies Group LLC and Jefferies Group Capital Finance Inc. and The
Bank of New York Mellon, as trustee, is incorporated herein by reference to
Exhibit 4.1 of the Form 8-A of Jefferies Group LLC and Jefferies Group Capital
Finance Inc. filed on January 17, 2017.*
4.9
First Supplemental Indenture, dated as of November 1, 2022, among Jefferies
Financial Group Inc. and The Bank of New York Mellon, as trustee, to the
Senior Debt Indenture, dated as of May 26, 2016, is incorporated herein by
reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K filed on
November 1, 2022.*
4.10
Other instruments defining the rights of holders of long-term debt securities of
the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii)
of Regulation S-K. Registrant hereby agrees to furnish copies of these
instruments to the Commission upon request.
10.1
Jefferies Financial Group Inc. 2003 Incentive Compensation Plan as Amended
and Restated, is incorporated herein by reference to Exhibit 10.5 to the
Company’s Annual Report on Form 10-K filed on January 29, 2021.* +
10.2
Jefferies Financial Group Inc. Equity Compensation Plan, as amended and
restated on March 28, 2024, is incorporated herein by reference to Exhibit 99.1
to the Company’s Current Report on Form 8-K filed on March 29, 2024* +
10.3
Form of Stock Option Agreement under the Company’s 2003 Stock Award and
Incentive Plan, is incorporated herein by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q filed on April 8, 2021. * +
10.4
Form of Stock Appreciation Award Agreement, is incorporated herein by
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed
on April 8, 2021. * +
10.5
Form of Stock Option Agreement (Converted Stock Appreciation Award) under
the Company’s Equity Compensation Plan, is incorporated herein by reference
to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April
8, 2021. * +
10.6
Leucadia National Corporation 1999 Directors’ Stock Compensation Plan, as
amended and restated on July 25, 2013, is incorporated herein by reference to
Appendix II to the 2013 Proxy Statement.* +
10.7
Agreement of Terms dated as of December 31, 2011 between Leucadia
National Corporation and Berkshire Hathaway Inc., is incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
February 24, 2012.*
Exhibit
No.
Description
10.8
Form of Restricted Stock Units Agreement (Time-Based) under the Company’s
Equity Compensation Plan, is incorporated by reference to Exhibit 10.8 of the
Company’s Annual Report on Form 10-K filed on January 28, 2025.* +
10.9
Form of Restricted Stock Units Agreement (Performance-Based) under the
Company’s Equity Compensation Plan, is incorporated by reference to Exhibit
10.9 of the Company’s Annual Report on Form 10-K filed on January 28,
2025.* +
10.10
Form of Restricted Stock Units Agreement (Leadership Continuity Grant)
under the Company’s Equity Compensation Plan, is incorporated herein by
reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q
filed on April 8, 2022.* +
10.11
Form of Restricted Stock Units Agreement (Service-Based) under the
Company’s Equity Compensation Plan. +
10.12
Form of Restricted Stock / Deferred Share Agreement to Non-Employee
Independent Directors, is incorporated herein by reference to Exhibit 10.17 to
the Company’s Annual Report on Form 10-K filed on January 27, 2023.* +
10.13
Vitesse Energy, Inc. Transitional Equity Award Adjustment Plan is
incorporated herein by reference to Exhibit 10.2 of the Company’s Current
Report on Form 8-K filed on January 17, 2023.* +
10.14
Exchange Agreement, dated as of April 27, 2023, by and between Jefferies
Financial Group Inc., a New York corporation, and Sumitomo Mitsui Banking
Corporation, a joint stock company incorporated in Japan, is incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed on April
27, 2023.*
10.15
Memorandum of Understanding in Relation to Strategic Alliance, dated as of
April 27, 2023, by and among Jefferies Financial Group Inc., a New York
corporation, Jefferies Finance LLC, a Delaware limited liability company,
Sumitomo Mitsui Financial Group, Inc., a financial holding company
incorporated in Japan, Sumitomo Mitsui Banking Corporation, a joint stock
company incorporated in Japan, SMBC Nikko Securities Inc., a joint stock
company incorporated in Japan, and SMBC Nikko Securities America, Inc., a
Delaware corporation, is incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on 8-K filed on April 27, 2023.*
10.16
Amended and Restated Exchange Agreement, dated as of September 19,
2025, by and between Jefferies Financial Group Inc., a New York corporation,
and Sumitomo Mitsui  Banking Corporation, a joint stock company
incorporated in Japan, is incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on September
19, 2025.*
19
Jefferies Financial Group Inc. Insider Trading and Anti-Tipping Policy, is
incorporated by reference to Exhibit 19 of the Company’ Annual Report on
Form 10-K filed on January 28, 2025.*
21
Subsidiaries of the registrant.
23.1
Consent of Deloitte & Touche LLP.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. **
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. **
97.1
Jefferies Financial Group Inc. Incentive-Based Compensation Recovery Policy.
is incorporate by reference by reference to Exhibit 97.1 to the Company's
Annual Report on From 10-K filed on January 26, 2024 *
101
Interactive Data Files pursuant to Rule 405 of Regulation S-T, formatted in
Inline Extensible Business Reporting Language (iXBRL).
104
Cover page interactive data file pursuant to Rule 406 of Regulation S-T,
formatted in iXBRL (included in exhibit 101)
+Management/Employment Contract or Compensatory Plan or Arrangement.
*Incorporated by reference.
**Furnished herewith pursuant to item 601(b) (32) of Regulation S-K.
Item 16. Form 10-K Summary
None.
107
Jefferies Financial Group Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Jefferies Financial Group Inc.
/s/     MATT LARSON
Matt Larson
Executive Vice President and Chief Financial Officer
Dated: January 28, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated, on the date set forth below.
Name
Title
Date
/s/
JOSEPH S. STEINBERG
Chairman of the Board of Directors
January 28, 2026
Joseph S. Steinberg
/s/
RICHARD B. HANDLER
Chief Executive Officer and Director
(Principal Executive Officer)
January 28, 2026
Richard B. Handler
/s/
BRIAN P. FRIEDMAN
President and Director
January 28, 2026
Brian P. Friedman
/s/
MATT LARSON
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
January 28, 2026
Matt Larson
/s/
MARK L. CAGNO
Vice President and Controller
(Principal Accounting Officer)
January 28, 2026
Mark L. Cagno
/s/
LINDA L. ADAMANY
Director
January 28, 2026
Linda L. Adamany
/s/
ROBERT D. BEYER
Director
January 28, 2026
Robert D. Beyer
/s/
MATRICE ELLIS KIRK
Director
January 28, 2026
Matrice Ellis Kirk
November 2024 Form 10-K
108
/s/
MARYANNE GILMARTIN
Director
January 28, 2026
MaryAnne Gilmartin
/s/
THOMAS W. JONES
Director
January 28, 2026
Thomas W. Jones
/s/
JACOB M. KATZ
Director
January 28, 2026
Jacob M. Katz
/s/
TORU NAKASHIMA
Director
January 28, 2026
Toru Nakashima
/s/
MICHAEL T. O’KANE
Director
January 28, 2026
Michael T. O’Kane
/s/
MELISSA V. WEILER
Director
January 28, 2026
Melissa V. Weiler
S-1
Jefferies Financial Group Inc.
Jefferies Financial Group Inc.
Index to Financial Statements and Financial Statement
Schedules Items (15)(a)(1) and (15)(a)(2)
Page
Financial Statements
Management’s Report on Internal Control over Financial Reporting ....................................................................................................
41
Reports of Independent Registered Public Accounting Firms ...............................................................................................................
42
Consolidated Statements of Financial Condition .....................................................................................................................................
45
Consolidated Statements of Earnings .......................................................................................................................................................
46
Consolidated Statements of Comprehensive Income .............................................................................................................................
47
Consolidated Statements of Changes in Equity .......................................................................................................................................
48
Consolidated Statements of Cash Flows ..................................................................................................................................................
49
Notes to Consolidated Financial Statements ...........................................................................................................................................
51
Financial Statement Schedules
Schedule I - Condensed Financial Information of Jefferies Financial Group Inc. (Parent Company Only) at November 30,
2025 and 2024 and for each of the three fiscal years ended November 30, 2025, 2024 and 2023 .............................................
S-2 - S-5
November 2025 Form 10-K
S-2
Parent Company Only
Condensed Statements of Financial Condition
November 30,
$ in thousands, except per share amounts
2025
2024
Assets
Cash and cash equivalents ..............................................................................................................................................
$3,398,835
$1,862,275
Cash and securities segregated and on deposit for regulatory purposes or deposited with clearing and
depository organizations .............................................................................................................................................
11,076
68,076
Financial instruments owned, at fair value ....................................................................................................................
147,881
117,941
Investments in and loans to related parties ..................................................................................................................
703,530
682,637
Investment in subsidiaries ...............................................................................................................................................
8,558,309
7,694,585
Advances to subsidiaries .................................................................................................................................................
9,778,081
7,644,604
Subordinated notes receivable ........................................................................................................................................
5,747,933
5,463,472
Other assets .......................................................................................................................................................................
983,536
1,012,283
Total assets ........................................................................................................................................................................
$29,329,181
$24,545,873
Liabilities and Equity
Short-term borrowings ......................................................................................................................................................
$1,198,788
$
Financial instruments sold, not yet purchased, at fair value .......................................................................................
7,989
5,135
Advances from subsidiaries ............................................................................................................................................
4,113,228
1,509,676
Accrued expenses and other liabilities ..........................................................................................................................
714,692
798,194
Long-term debt ..................................................................................................................................................................
12,719,788
12,076,096
Total liabilities ...................................................................................................................................................................
18,754,485
14,389,101
Equity
Series B preferred shares, par value of $1 per share, authorized 70,000 shares; 55,125 shares issued and
outstanding ....................................................................................................................................................................
55
55
Common shares, par value $1 per share, authorized 565,000,000 shares; 206,296,167 and 205,504,272
shares issued and outstanding, after deducting 114,821,903 and 115,613,798 shares held in treasury ........
206,296
205,504
Non-voting common shares, par value $1 per share, authorized 35,000,000, shares; no shares issued and
outstanding ....................................................................................................................................................................
Additional paid-in capital ..................................................................................................................................................
2,177,954
2,104,199
Accumulated other comprehensive loss .......................................................................................................................
(384,434)
(423,131)
Retained earnings ..............................................................................................................................................................
8,574,825
8,270,145
Total Jefferies Financial Group Inc. shareholders’ equity .........................................................................................
10,574,696
10,156,772
Total liabilities and equity ...............................................................................................................................................
$29,329,181
$24,545,873
See accompanying notes to condensed financial statements.
S-3
Jefferies Financial Group Inc.
Parent Company Only
Condensed Statements of Earnings and Comprehensive Income
Year Ended November 30,
$ in thousands
2025
2024
2023
Revenues:
Principal transactions ..........................................................................................................................................
$(119,665)
$(104,505)
$(95,642)
Interest ...................................................................................................................................................................
898,392
803,068
580,485
Other .......................................................................................................................................................................
23,760
66,438
(3,654)
Total revenues ......................................................................................................................................................
802,487
765,001
481,189
Interest expense ....................................................................................................................................................
778,385
630,994
446,786
Net revenues .........................................................................................................................................................
24,102
134,007
34,403
Non-interest expenses:
Total non-interest expenses ..............................................................................................................................
47,235
34,285
34,462
(Losses) earnings before income taxes ............................................................................................................
(23,133)
99,722
(59)
Income tax (benefit) expense ............................................................................................................................
(27,465)
22,352
(42,322)
Net earnings before undistributed earnings of subsidiaries ..........................................................................
4,332
77,370
42,263
Undistributed earnings of subsidiaries from continuing operations .............................................................
710,517
662,346
235,425
Undistributed (losses) earnings of subsidiaries from discontinued operations (including gain on
disposal of $ million, $3,493 million, $), net of income tax .................................................................
(4,374)
3,667
Net earnings .........................................................................................................................................................
710,475
743,383
277,688
Preferred stock dividends ....................................................................................................................................
79,684
74,110
14,616
Net earnings attributable to Jefferies Financial Group Inc. common shareholders ................................
630,791
669,273
263,072
Other comprehensive income (loss), net of tax:
Currency translation adjustments and other ...................................................................................................
28,560
(11,300)
57,530
Change in fair value related to instrument-specific credit risk ......................................................................
5,977
(24,718)
(77,420)
Minimum pension liability adjustments ............................................................................................................
3,550
6,243
2,467
Unrealized gains on available-for-sale securities .............................................................................................
610
2,189
1,297
Total other comprehensive income (loss), net of tax ....................................................................................
38,697
(27,586)
(16,126)
Comprehensive income attributable to Jefferies Financial Group Inc. common shareholders .............
$669,488
$641,687
$246,946
See accompanying notes to condensed financial statements.
November 2025 Form 10-K
S-4
Parent Company Only
Condensed Statements of Cash Flows
Year Ended November 30,
$ in thousands
2025
2024
2023
Cash flows from operating activities:
Net earnings ..........................................................................................................................................................
$710,475
$743,383
$277,688
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes .........................................................................................................................................
1,041
16,777
53,728
Share-based compensation ................................................................................................................................
88,227
63,119
45,360
Amortization ..........................................................................................................................................................
9,249
7,046
1,040
Undistributed earnings of subsidiaries ..............................................................................................................
(706,143)
(666,013)
(235,425)
(Income) losses on investments in and loans to related parties ...................................................................
(24,536)
(36,403)
6,808
Other adjustments ................................................................................................................................................
337,644
149,077
(438,649)
Net change in assets and liabilities:
Financial instruments owned ..............................................................................................................................
(29,940)
(37,374)
17,303
Other assets ..........................................................................................................................................................
70,913
175,338
(67,626)
Financial instruments sold, not yet purchased .................................................................................................
2,854
4,445
(4,183)
Income taxes receivable/payable, net ...............................................................................................................
(43,207)
(179,259)
(189,608)
Accrued expenses and other liabilities ..............................................................................................................
(83,502)
79,561
49,916
Net cash provided by (used in) operating activities from continuing operations ......................................
333,075
319,697
(483,648)
Cash flows from investing activities:
Contributions to investments in and loans to related parties ........................................................................
(73,450)
(950,123)
(211)
Capital distributions from investments and repayments of loans from related parties ............................
77,093
934,594
Distribution (to) from subsidiaries, net ..............................................................................................................
(153,207)
190,919
887,895
Net cash provided by (used in) investing activities from continuing operations .......................................
(149,564)
175,390
887,684
Net cash provided by (used in) investing activities from discontinued operations ..................................
(4,374)
29,294
Cash flows from financing activities:
Proceeds from short-term borrowings ..............................................................................................................
1,896,996
Payments on short-term borrowings .................................................................................................................
(699,491)
(10,868)
Proceeds from issuance of long-term debt, net of issuance costs ..............................................................
2,521,663
5,336,634
1,718,992
Repayments of long-term debt ...........................................................................................................................
(2,171,714)
(1,936,085)
(813,182)
Advances (to) from subsidiaries, net .................................................................................................................
185,614
(4,180,659)
(828,114)
Purchase of common shares for treasury ........................................................................................................
(58,515)
(44,313)
(169,402)
Proceeds from conversion of common to preferred shares ..........................................................................
9,844
31,500
Dividends paid .......................................................................................................................................................
(374,130)
(302,964)
(278,595)
Net cash provided by (used in) financing activities from continuing operations ......................................
1,300,423
(1,117,543)
(349,669)
Net increase (decrease) in cash and cash equivalents and restricted cash ...............................................
1,479,560
(593,162)
54,367
Cash, cash equivalents and restricted cash at beginning of period .............................................................
1,930,351
2,523,513
2,469,146
Cash, cash equivalents and restricted cash at end of period .......................................................................
$3,409,911
$1,930,351
$2,523,513
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for
Interest ...................................................................................................................................................................
$752,213
$632,040
$176,981
Income taxes, net ..................................................................................................................................................
29,456
186,177
95,634
Parent Company’s cash, cash equivalents and restricted cash by category within the Condensed Statements of Financial Condition:
November 30,
$ in thousands
2025
2024
Cash and cash equivalents ...............................................................................................................................................................
$3,398,835
$1,862,275
Cash and securities segregated and on deposit for regulatory purposes with clearing and depository organizations .....
11,076
68,076
Total cash, cash equivalents and restricted cash ........................................................................................................................
$3,409,911
$1,930,351
See accompanying notes to condensed financial statements.
S-5
Jefferies Financial Group Inc.
Parent Company Only
Notes to Condensed Financial Statements
Note 1. Introduction and Basis of Presentation
The accompanying condensed financial statements (the “Parent
Company Only Financial Statements”), including the notes
thereto, should be read in conjunction with the consolidated
financial statements of Jefferies Financial Group Inc. (the
“Company”) and the notes thereto found in the Company’s
Annual Report on Form 10-K for the year ended November 30,
2025. For purposes of these condensed financial statements, the
Company’s wholly-owned and majority owned subsidiaries are
accounted for using the equity method of accounting.
The Parent Company Only Financial Statements have been
prepared in accordance with U.S. generally accepted accounting
principles (“U.S. GAAP”) for financial information. The significant
accounting policies of the Parent Company Only Financial
Statements are those used by the Company on a consolidated
basis, to the extent applicable. For further information regarding
the significant accounting policies refer to Note 2, Summary of
Significant Accounting Policies in the Company’s consolidated
financial statements included in the Annual Report on Form 10-K
for the year ended November 30, 2025.
The Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with U.S. GAAP. The most
important of these estimates and assumptions relate to fair value
measurements, compensation and benefits, goodwill and
intangible assets, the ability to realize deferred tax assets and the
recognition and measurement of uncertain tax positions.
Although these and other estimates and assumptions are based
on the best available information, actual results could be
materially different from these estimates.
Note 2. Transactions with Subsidiaries
The Parent Company has transactions with its consolidated
subsidiaries and certain other affiliated entities determined on an
agreed upon basis and has guaranteed certain unsecured lines of
credit and contractual obligations of certain equity method
subsidiaries.
Note 3. Guarantees
In the normal course of its business, the Company issues
guarantees in respect of obligations of certain of its wholly-
owned subsidiaries under trading and other financial
arrangements, including guarantees to various trading
counterparties and banks. The Company records all derivative
contracts and Financial instruments owned and Financial
instruments sold, not yet purchased at fair value in its
Consolidated Statements of Financial Condition.
Certain of the Company’s subsidiaries are members of various
exchanges and clearing houses. In the normal course of
business, the Company provides guarantees to securities
clearinghouses and exchanges. These guarantees generally are
required under the standard membership agreements, such that
members are required to guarantee the performance of other
members. Additionally, if a member becomes unable to satisfy its
obligations to the clearinghouse, other members would be
required to meet these shortfalls. To mitigate these performance
risks, the exchanges and clearinghouses often require members
to post collateral. The Company’s obligations under such
guarantees could exceed the collateral amounts posted. The
maximum potential liability under these arrangements cannot be
quantified; however, the potential for the Company to be required
to make payments under such guarantees is deemed remote.
Accordingly, no liability has been recognized for these
arrangements.
The Company guarantees certain financing arrangements of
subsidiaries. The maximum amount payable under these
guarantees is $2.65 billion at November 30, 2025. For further
information, refer to Note 17, Borrowings in the Company’s
consolidated financial statements included in the Annual Report
on Form 10-K for the year ended November 30, 2025.

FAQ

What are the main business segments of Jefferies (JEF)?

Jefferies operates two core segments: Investment Banking and Capital Markets and Asset Management. The first covers advisory, underwriting, equities and fixed income, while the second manages alternative strategies and legacy merchant banking investments for institutional and proprietary capital.

How large is Jefferies’ workforce and where are employees located?

Jefferies reports 7,787 employees globally as of November 30, 2025. About 50% are in the Americas, 36% in Europe and the Middle East, and 14% in Asia-Pacific, supporting investment banking, trading, asset management and operating subsidiaries like Stratos, Tessellis and HomeFed.

What is the relationship between Jefferies (JEF) and SMBC Group?

Jefferies has a strategic alliance with SMBC Group covering corporate and investment banking, expanded across major regions. At November 30, 2025, SMBC owns 15.7% of Jefferies’ common stock on an as-converted basis, and the parties plan a Japanese equities joint venture targeted for January 2027.

What key risks does Jefferies highlight in its 10-K filing?

Jefferies cites credit, market and liquidity risks, economic downturns, geopolitical conflicts, climate-related events, and intense competition. It also emphasizes operational, cybersecurity, AI-related and regulatory risks that could affect trading, capital, funding costs, client activity and overall profitability.

How many Jefferies shares are outstanding and what is its market value?

Jefferies notes that on January 15, 2026 it had 206,691,275 Common Shares outstanding. At May 31, 2025, the aggregate market value of voting stock held by non-affiliates was $8,180,207,998, based on the New York Stock Exchange closing price.

Which regulators oversee Jefferies’ U.S. and international operations?

Jefferies’ U.S. operations are overseen by the SEC, CFTC, FINRA, NFA and MSRB, among others. Internationally, key regulators include the U.K. Financial Conduct Authority and European, Canadian, Asian and Middle Eastern authorities, each imposing capital, conduct, market and customer-protection requirements.
Jefferies Financial Group

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