[424B2] Jefferies Financial Group Inc. Prospectus Supplement
Freedom Holding Corp. (FRHC) – Insider Transaction Summary
On 06/20/2025, President and Director Askar Tashtitov filed a Form 4 disclosing an open-market purchase of 600 FRHC common shares at a weighted-average price of $140.75, representing roughly $84,450 in total consideration. After the transaction, Tashtitov directly holds 137,208 shares of the company’s stock.
No derivative positions were reported, and the filing does not indicate that the trade was conducted under a Rule 10b5-1 plan. The transaction slightly increases the insider’s already significant equity stake and reaffirms ongoing Section 16 reporting obligations.
Freedom Holding Corp. (FRHC) – Riepilogo delle Transazioni Insider
Il 20/06/2025, il Presidente e Direttore Askar Tashtitov ha presentato un Modulo 4 segnalando un acquisto sul mercato aperto di 600 azioni ordinarie FRHC a un prezzo medio ponderato di 140,75 $, per un valore complessivo di circa 84.450 $. Dopo questa operazione, Tashtitov detiene direttamente 137.208 azioni della società.
Non sono state segnalate posizioni derivate e il documento non indica che la transazione sia stata effettuata nell’ambito di un piano Rule 10b5-1. L’operazione aumenta leggermente la già significativa partecipazione azionaria dell’insider e conferma gli obblighi di segnalazione previsti dalla Sezione 16.
Freedom Holding Corp. (FRHC) – Resumen de Transacciones de Insiders
El 20/06/2025, el Presidente y Director Askar Tashtitov presentó un Formulario 4 notificando una compra en mercado abierto de 600 acciones comunes de FRHC a un precio promedio ponderado de $140.75, por un valor total aproximado de $84,450. Tras la transacción, Tashtitov posee directamente 137,208 acciones de la compañía.
No se reportaron posiciones derivadas y el formulario no indica que la operación se haya realizado bajo un plan Rule 10b5-1. La transacción incrementa ligeramente la ya significativa participación accionarial del insider y reafirma las obligaciones de reporte bajo la Sección 16.
Freedom Holding Corp. (FRHC) – 내부자 거래 요약
2025년 6월 20일, 사장 겸 이사인 Askar Tashtitov가 Form 4를 제출하여 FRHC 보통주 600주를 가중평균 가격 $140.75에 공개 시장에서 매수했음을 공개했습니다. 총 거래 금액은 약 $84,450에 해당합니다. 이번 거래 후 Tashtitov는 회사 주식 137,208주를 직접 보유하게 되었습니다.
파생상품 포지션은 보고되지 않았으며, 해당 거래가 Rule 10b5-1 계획에 따라 이루어졌다는 내용도 없습니다. 이번 거래는 내부자의 이미 상당한 지분을 소폭 늘렸으며, 섹션 16 보고 의무를 지속적으로 이행함을 재확인합니다.
Freedom Holding Corp. (FRHC) – Résumé des Transactions d’Initiés
Le 20/06/2025, le Président et Directeur Askar Tashtitov a déposé un formulaire 4 révélant un achat en marché ouvert de 600 actions ordinaires FRHC au prix moyen pondéré de 140,75 $, représentant une contrepartie totale d’environ 84 450 $. Après cette transaction, Tashtitov détient directement 137 208 actions de la société.
Aucune position dérivée n’a été signalée et le dépôt n’indique pas que la transaction a été réalisée dans le cadre d’un plan Rule 10b5-1. Cette opération augmente légèrement la participation déjà importante de l’initié et confirme les obligations de déclaration continues en vertu de la Section 16.
Freedom Holding Corp. (FRHC) – Zusammenfassung der Insider-Transaktionen
Am 20.06.2025 reichte Präsident und Direktor Askar Tashtitov ein Formular 4 ein, in dem er einen Kauf von 600 FRHC-Stammaktien am offenen Markt zu einem gewichteten Durchschnittspreis von 140,75 $ meldete, was einem Gesamtwert von etwa 84.450 $ entspricht. Nach der Transaktion hält Tashtitov direkt 137.208 Aktien des Unternehmens.
Es wurden keine derivativen Positionen gemeldet, und die Einreichung weist nicht darauf hin, dass der Handel im Rahmen eines Rule 10b5-1-Plans durchgeführt wurde. Die Transaktion erhöht leicht den bereits erheblichen Aktienanteil des Insiders und bestätigt die fortlaufenden Meldepflichten nach Abschnitt 16.
- None.
- None.
Insights
TL;DR: Small insider buy by FRHC President; modest positive sentiment signal.
Insider purchases, even of limited size, can be read as confidence indicators because executives deploy personal capital. The $84k acquisition is immaterial to FRHC’s market cap but still lifts Tashtitov’s holding to 137,208 shares, reinforcing alignment with shareholders. Absence of a Rule 10b5-1 plan suggests discretionary timing, often viewed favorably by momentum-oriented investors. However, volume is only 0.4% of his existing stake, so valuation impact is expected to be minimal.
TL;DR: Filing shows continued board-level ownership; governance stance remains stable.
Tashtitov’s direct purchase underscores insider skin-in-the-game, an element proxy advisors consider supportive of good governance. Maintaining over 137k shares aligns management incentives with minority shareholders. No red flags emerge—no disposals, derivatives, or Rule 10b5-1 shield—implying transparency. The modest size tempers impact but incrementally strengthens the board’s ownership profile.
Freedom Holding Corp. (FRHC) – Riepilogo delle Transazioni Insider
Il 20/06/2025, il Presidente e Direttore Askar Tashtitov ha presentato un Modulo 4 segnalando un acquisto sul mercato aperto di 600 azioni ordinarie FRHC a un prezzo medio ponderato di 140,75 $, per un valore complessivo di circa 84.450 $. Dopo questa operazione, Tashtitov detiene direttamente 137.208 azioni della società.
Non sono state segnalate posizioni derivate e il documento non indica che la transazione sia stata effettuata nell’ambito di un piano Rule 10b5-1. L’operazione aumenta leggermente la già significativa partecipazione azionaria dell’insider e conferma gli obblighi di segnalazione previsti dalla Sezione 16.
Freedom Holding Corp. (FRHC) – Resumen de Transacciones de Insiders
El 20/06/2025, el Presidente y Director Askar Tashtitov presentó un Formulario 4 notificando una compra en mercado abierto de 600 acciones comunes de FRHC a un precio promedio ponderado de $140.75, por un valor total aproximado de $84,450. Tras la transacción, Tashtitov posee directamente 137,208 acciones de la compañía.
No se reportaron posiciones derivadas y el formulario no indica que la operación se haya realizado bajo un plan Rule 10b5-1. La transacción incrementa ligeramente la ya significativa participación accionarial del insider y reafirma las obligaciones de reporte bajo la Sección 16.
Freedom Holding Corp. (FRHC) – 내부자 거래 요약
2025년 6월 20일, 사장 겸 이사인 Askar Tashtitov가 Form 4를 제출하여 FRHC 보통주 600주를 가중평균 가격 $140.75에 공개 시장에서 매수했음을 공개했습니다. 총 거래 금액은 약 $84,450에 해당합니다. 이번 거래 후 Tashtitov는 회사 주식 137,208주를 직접 보유하게 되었습니다.
파생상품 포지션은 보고되지 않았으며, 해당 거래가 Rule 10b5-1 계획에 따라 이루어졌다는 내용도 없습니다. 이번 거래는 내부자의 이미 상당한 지분을 소폭 늘렸으며, 섹션 16 보고 의무를 지속적으로 이행함을 재확인합니다.
Freedom Holding Corp. (FRHC) – Résumé des Transactions d’Initiés
Le 20/06/2025, le Président et Directeur Askar Tashtitov a déposé un formulaire 4 révélant un achat en marché ouvert de 600 actions ordinaires FRHC au prix moyen pondéré de 140,75 $, représentant une contrepartie totale d’environ 84 450 $. Après cette transaction, Tashtitov détient directement 137 208 actions de la société.
Aucune position dérivée n’a été signalée et le dépôt n’indique pas que la transaction a été réalisée dans le cadre d’un plan Rule 10b5-1. Cette opération augmente légèrement la participation déjà importante de l’initié et confirme les obligations de déclaration continues en vertu de la Section 16.
Freedom Holding Corp. (FRHC) – Zusammenfassung der Insider-Transaktionen
Am 20.06.2025 reichte Präsident und Direktor Askar Tashtitov ein Formular 4 ein, in dem er einen Kauf von 600 FRHC-Stammaktien am offenen Markt zu einem gewichteten Durchschnittspreis von 140,75 $ meldete, was einem Gesamtwert von etwa 84.450 $ entspricht. Nach der Transaktion hält Tashtitov direkt 137.208 Aktien des Unternehmens.
Es wurden keine derivativen Positionen gemeldet, und die Einreichung weist nicht darauf hin, dass der Handel im Rahmen eines Rule 10b5-1-Plans durchgeführt wurde. Die Transaktion erhöht leicht den bereits erheblichen Aktienanteil des Insiders und bestätigt die fortlaufenden Meldepflichten nach Abschnitt 16.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-271881
PRICING SUPPLEMENT dated June 17, 2025
(To Product Supplement No. 2 dated June 30, 2023
Prospectus Supplement dated May 12, 2023
and Prospectus dated May 12, 2023)
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Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Linked Securities
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Market Linked Securities— Upside Participation
to a Cap and Partial Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23, 2028
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■ Linked to
the common stock of Apple Inc. (the “Underlying Stock”).
■ Unlike
ordinary debt securities, the securities do not pay interest and provide for a minimum payment at maturity equal to only 90% of the face amount. Instead, the securities provide for a maturity payment amount that may be greater than, equal
to or less than the face amount of the securities, depending on the performance of the Underlying Stock from its starting price to its ending price. The maturity payment amount will reflect the following terms:
■ If the price of the Underlying Stock increases, you will receive the face amount plus a
positive return equal to 100% of the percentage increase in the price of the Underlying Stock from the starting price to the ending price, subject to a maximum return at maturity of 32.50% of the face amount. As a result of the maximum
return, the maximum maturity payment amount is $1,325.00
■ If the price of the Underlying Stock remains unchanged, you will receive the face amount
■ If the price of the Underlying Stock decreases, you will have 1-to-1 downside exposure
to the first 10% decrease in the price of the Underlying Stock from the starting price to the ending price and you may lose up to 10% of the face amount
■ Investors
may lose up to 10% of the face amount
■ All
payments on the securities are subject to our credit risk, and you will have no ability to pursue the Underlying Stock Issuer for payment; if we default on our obligations under the securities, you could lose some or all of your
investment
■ No periodic
interest payments or dividends
■ No exchange listing; designed to
be held to maturity
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Original Offering Price
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Agent Discount(1)(2)
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Proceeds to the Issuer
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Per Security
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$1,000.00
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$28.25
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$971.75
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Total
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$261,000.00
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$7,373.25
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$253,626.75
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(1) |
Jefferies LLC and Wells Fargo Securities, LLC are the agents for the distribution of the securities and are acting as principal. See “Terms of the Securities—Agents” and “Estimated Value of the Securities” in
this pricing supplement for further information.
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(2) |
In respect of certain securities sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $2.00 per
security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
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Jefferies
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Wells Fargo Securities
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Terms of the Securities
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Issuer:
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Jefferies Financial Group Inc.
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Market Measure:
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The common stock of Apple Inc. (Nasdaq symbol: AAPL)
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Pricing Date:
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June 17, 2025.
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Issue Date:
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June 23, 2025.
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Original Offering
Price:
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$1,000 per security.
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Face Amount:
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$1,000 per security. References in this pricing supplement to a “security” are to a security with a face amount of $1,000.
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Maturity Payment
Amount:
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On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The “maturity payment
amount” per security will equal:
• if the ending price is greater than the starting price: $1,000 plus the lesser of:
(i) $1,000 × underlying stock return × upside participation rate; and
(ii) the maximum return; or
• if the ending price is less than or equal to the starting price, the greater of:
(i) $1,000 + ($1,000 ×underlying stock return); and
(ii) the minimum payment at maturity
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If the price of the Underlying Stock decreases, you will have 1-to-1 downside exposure to the first 10% decline in the price of the Underlying Stock
from the starting price to the ending price and you may lose up to 10% of the face amount of your securities at maturity.
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Stated Maturity
Date:
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June 23, 2028, subject to postponement. The securities are not subject to redemption by us or repayment at the option of any holder of the securities prior to the stated
maturity date.
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Starting Price:
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$195.64, the stock closing price of the Underlying Stock on the pricing date
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Stock Closing
Price:
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With respect to the Underlying Stock, closing price, stock closing price and adjustment factor have the meanings set forth under “General Terms of the Securities—Certain
Terms for Securities Linked to an Underlying Stock—Certain Definitions” in the accompanying product supplement.
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Ending Price:
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The “ending price” will be the stock closing price of the Underlying Stock on the calculation day.
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Maximum Return:
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The “maximum return” is 32.50% of the face amount per security ($325.00 per security). As a result of the maximum return, the maximum maturity payment amount is $1,325.00 per security.
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Minimum Payment
at Maturity:
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$900.00 per security (90% of the face amount)
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Upside
Participation Rate:
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100%.
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Underlying Stock
Return:
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The “underlying stock return” is the percentage change from the starting price to the ending price, measured as follows:
ending price – starting price
starting price
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Calculation Day:
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June 20, 2028, subject to postponement.
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Market Disruption
Events and
Postponement
Provisions:
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The calculation day is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the stated maturity date will be postponed if the
calculation day is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the calculation day and the stated maturity date, see “General Terms of the Securities—Consequences of a Market Disruption
Event; Postponement of a Calculation Day—Securities Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. In addition, for information regarding the circumstances that may result in a market
disruption event, see “General Terms of the Securities—Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events” in the accompanying product supplement.
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Calculation Agent:
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Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
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Material Tax
Consequences:
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For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see “Supplemental Discussion
of U.S. Federal Income Tax Consequences.”
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Agents:
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Jefferies LLC and Wells Fargo Securities, LLC (“WFS”) are the agents for the distribution of the securities. The agents will receive an agent discount of up to
$28.25 per security. The agents may resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess of $22.50 per security. Such securities dealers may include Wells Fargo
Advisors (“WFA”) (the trade name of the retail brokerage business of WFS’s affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay
$0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, Jefferies LLC may pay a fee of up to $2.00 per security to selected securities dealers in
consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
The agents and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the
risks inherent in hedging our obligations under the securities. If the agents or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the
securities, that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received
in connection with the sale of the securities to you.
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Denominations:
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$1,000 and any integral multiple of $1,000.
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CUSIP:
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47233YJK2
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Additional Information about the Issuer and the Securities
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• |
Product Supplement No. 2 dated June 30, 2023:
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• |
Prospectus Supplement dated May 12, 2023 and Prospectus dated May 12, 2023:
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Estimated Value of the Securities
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Investor Considerations
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■ |
seek 100% exposure to the upside performance of the Underlying Stock if the ending price is greater than the starting price, subject to the maximum return at maturity of 32.50% of the face amount;
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■ |
desire to limit downside exposure to the Underlying Stock through the minimum payment at maturity;
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■ |
are willing to accept the risk that, if the ending price is less than the starting price, they will have 1-to-1 downside exposure to the first 10% decline in the price of the Underlying Stock from the starting price to the ending price
and may lose up to 10% of the face amount per security at maturity;
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are willing to forgo interest payments on the securities and dividends on the Underlying Stock; and
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■ |
are willing to hold the securities until maturity.
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■ |
seek a liquid investment or are unable or unwilling to hold the securities to maturity;
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■ |
are unwilling to accept the risk that the ending price of the Underlying Stock may decrease from the starting price, in which case they will have 1-to-1 downside exposure to the first 10% decline in the price of the Underlying Stock from
the starting price to the ending price and may lose up to 10% of the face amount per security at maturity.
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■ |
seek uncapped exposure to the upside performance of the Underlying Stock;
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■ |
seek full return of the face amount of the securities at stated maturity;
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■ |
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
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■ |
seek current income;
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■ |
are unwilling to accept the risk of exposure to the Underlying Stock;
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■ |
seek exposure to the Underlying Stock but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
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■ |
are unwilling to accept our credit risk, to obtain exposure to the Underlying Stock generally, or to the exposure to the Underlying Stock that the securities provide specifically; or
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■ |
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Determining Payment at Stated Maturity
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Selected Risk Considerations
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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• |
Investing In The Securities Is Not The Same As Investing In The Underlying Stock. Investing in the securities is not equivalent to investing in the Underlying
Stock. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the Underlying Stock for a
period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on the Underlying Stock. As a holder of the securities,
you will not have any voting rights or any other rights that holders of the Underlying Stock would have.
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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• |
Historical Prices Of The Underlying Stock Should Not Be Taken As An Indication Of The Future Performance Of The Underlying Stock During The Term Of The Securities.
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• |
We Cannot Control Actions By The Underlying Stock Issuer.
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We And Our Subsidiaries Have No Affiliation With The Underlying Stock Issuer And Have Not Independently Verified Its Public Disclosure Of Information.
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The Securities May Become Linked To The Common Stock Of A Company Other Than the Original Underlying Stock Issuer.
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You Have Limited Anti-dilution Protection.
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The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the securities. JFSI, a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the securities. As calculation agent, JFSI will determine any prices of the Underlying Stock and make any other
determinations necessary to calculate any payments on the securities. In making these determinations, JFSI may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled
“General Terms of the Securities— Certain Terms for Securities Linked to an Underlying Stock—Market Disruption Events,” and “—Adjustment Events” in the accompanying product supplement. In making these discretionary judgments, the fact that
JFSI is our subsidiary may cause it to have economic interests that are adverse to your interests as an investor in the securities, and JFSI’s determinations as calculation agent may adversely affect your return on the securities.
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• |
Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the price of the
Underlying Stock.
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• |
Business activities of our subsidiaries or any participating dealer or its affiliates with the Underlying Stock Issuer may adversely affect the price of the Underlying Stock.
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Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the price of the Underlying Stock.
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• |
Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the price of the Underlying Stock.
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• |
A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee,
creating a further incentive for the participating dealer to sell the securities to you.
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Hypothetical Examples and Returns
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Upside Participation Rate:
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100.00%
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Hypothetical Maximum Return:
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32.50% of the face amount or $325.00 per security
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Hypothetical Starting Price:
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$100.00
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Minimum Payment at Maturity:
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$900.00 per security (90% of the face amount)
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Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
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Hypothetical
ending price
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Hypothetical
underlying stock return(1)
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Hypothetical
maturity payment
amount per security
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Hypothetical
pre-tax total
rate of return(2)
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200.00
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100.00%
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$1,325.00
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32.50%
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175.00
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75.00%
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$1,325.00
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32.50%
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150.00
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50.00%
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$1,325.00
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32.50%
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132.50
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32.50%
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$1,325.00
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32.50%
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130.00
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30.00%
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$1,300.00
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30.00%
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120.00
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20.00%
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$1,200.00
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20.00%
|
110.00
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10.00%
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$1,100.00
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10.00%
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105.00
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5.00%
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$1,050.00
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5.00%
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100.00
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0.00%
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$1,000.00
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0.00%
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97.50
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-2.50%
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$975.00
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-2.50%
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95.00
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-5.00%
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$950.00
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-5.00%
|
90.00
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-10.00%
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$900.00
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-10.00%
|
89.00
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-11.00%
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$900.00
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-10.00%
|
80.00
|
-20.00%
|
$900.00
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-10.00%
|
70.00
|
-30.00%
|
$900.00
|
-10.00%
|
60.00
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-40.00%
|
$900.00
|
-10.00%
|
50.00
|
-50.00%
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$900.00
|
-10.00%
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25.00
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-75.00%
|
$900.00
|
-10.00%
|
0.00
|
-100.00%
|
$900.00
|
-10.00%
|
(1) |
The underlying stock return is equal to the percentage change from the starting price to the ending price (i.e., the ending price minus starting price, divided
by starting price).
|
(2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the maturity payment amount per security to the face amount of $1,000.
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
Starting price:
|
$100.00
|
|
Ending price:
|
$105.00
|
|
Underlying stock return:
|
5.00%
|
(i)
|
$1,000 × underlying stock return × upside participation rate
|
(ii)
|
the maximum return of $325.00
|
Starting price:
|
$100.00
|
|
Ending price:
|
$150.00
|
|
Underlying stock return:
|
50.00%
|
(i)
|
$1,000 × underlying stock return × upside participation rate
|
(ii)
|
the maximum return of $325.00
|
Starting price:
|
$100.00
|
|
Ending price:
|
$95.00
|
|
Underlying stock return:
|
-5.00%
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
Starting price:
|
$100.00
|
|
Ending price:
|
$50.00
|
|
Underlying stock return:
|
-50.00%
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
The Underlying Stock
|

Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
|
■ |
a dealer in securities or currencies;
|
■ |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
|
■ |
a bank;
|
■ |
a life insurance company;
|
■ |
a tax exempt organization;
|
■ |
a partnership;
|
■ |
a regulated investment company;
|
■ |
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
|
■ |
a common trust fund;
|
■ |
a person that owns a security as a hedge or that is hedged against interest rate risks;
|
■ |
a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
|
■ |
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the securities, including the
application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
|
■ |
a citizen or resident of the United States;
|
■ |
a domestic corporation;
|
■ |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
■ |
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
Accrual Period
|
Interest Deemed to Accrue During Accrual Period (per $1,000 note)
|
Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000 note) as of End of Accrual Period
|
June 23, 2025 through December 31, 2025
|
||
January 1, 2026 through December 31, 2026
|
||
January 1, 2027 through December 31, 2027
|
||
January 1, 2028 through June 23, 2028
|
The comparable yield and projected payment schedule are not provided to you for any purpose other than the
determination of your interest accruals in respect of your securities, and we make no representation regarding the amount of contingent payments with respect to your securities.
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
■ |
a nonresident alien individual;
|
■ |
a foreign corporation; or
|
■ |
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the securities.
|
■ |
a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
|
■ |
certain former citizens or residents of the United States; or
|
■ |
a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
Market Linked Securities—Upside Participation to a Cap and Partial
Principal Return at Maturity
Principal at Risk Securities Linked to the Common Stock of Apple Inc. due June 23,
2028
|
LEGAL MATTERS
|