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$1.1B debt deal: Jefferies (NYSE: JEF) issues 5.125% 2031 notes

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

Rhea-AI Filing Summary

Jefferies Financial Group Inc. has issued and sold $1,100,000,000 aggregate principal amount of 5.125% Senior Notes due 2031. The notes were sold to underwriters led by Jefferies LLC and SMBC Nikko Securities America under an existing shelf registration on Form S-3.

The transaction closed on April 28, 2026, with the notes issued under an existing indenture and a new supplemental indenture. Jefferies estimates net proceeds of approximately $1,087,053,000 after underwriting discounts and expenses and plans to use these funds for general corporate purposes.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes principal amount $1,100,000,000 Aggregate principal amount of 5.125% Senior Notes due 2031
Coupon rate 5.125% Interest rate on Senior Notes due 2031
Net proceeds $1,087,053,000 Estimated net proceeds after underwriting discount and expenses
Maturity year 2031 Maturity of 5.125% Senior Notes
Purchase agreement date April 23, 2026 Date Jefferies entered into purchase agreement for the notes
Closing date April 28, 2026 Date the sale and issuance of the notes closed
Shelf Registration Statement on Form S-3 regulatory
"The Notes were registered under the Company’s Shelf Registration Statement on Form S-3"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
Indenture regulatory
"the Company issued the Notes pursuant to the Company’s Indenture, dated as of October 18, 2013"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture regulatory
"as supplemented by Supplemental Indenture No. 6 establishing the terms of the Notes"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Senior Notes financial
"aggregate principal amount of its 5.125% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
underwriting discount financial
"after deducting the underwriting discount and expenses relating to the offering"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 23, 2026
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
New York
 001-05721
 13-2615557
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

520 Madison Ave., New York, New York
  
10022
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: 212-284-2300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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
   JEF36
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01.
Other Events.

On April 23, 2026, Jefferies Financial Group Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Jefferies LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters identified in Schedule A to the Purchase Agreement, whereby the Company agreed to issue and sell to the underwriters $1,100,000,000 aggregate principal amount of its 5.125% Senior Notes due 2031 (the “Notes”). The Notes were registered under the Company’s Shelf Registration Statement on Form S-3, as amended (File No. 333-271881). The sale of the Notes pursuant to the Purchase Agreement closed on April 28, 2026, on which date the Company issued the Notes pursuant to the Company’s Indenture (the “Indenture”), dated as of October 18, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 6 establishing the terms of the Notes (the “Supplemental Indenture”), dated as of April 28, 2026, between the Company and the Trustee.
The Company estimates that the aggregate net proceeds from the issuance and sale of the Notes, after deducting the underwriting discount and expenses relating to the offering, will be approximately $1,087,053,000. The Company intends to use the net proceeds of the offering for general corporate purposes.
The foregoing summary of the Purchase Agreement, the Notes, the Indenture and the Supplemental Indenture is qualified in its entirety by reference to the documents filed as exhibits to this report.
Item 9.01.
Financial Statements and Exhibits

(d) Exhibits.
Number
Exhibit
1.1
Purchase Agreement, dated as of April 23, 2026, among Jefferies Financial Group Inc., Jefferies LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters identified in Schedule A thereto, relating to the Notes*
4.1
Indenture, dated as of October 18, 2013, between Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), and The Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 of the Form 8-K of Jefferies Financial Group Inc. filed on October 18, 2013
4.2
Supplemental Indenture No. 6 establishing the terms of the Notes, dated as of April 28, 2026, between Jefferies Financial Group Inc. and The Bank of New York Mellon, as Trustee.*
4.3
Form of Global Note*
5.1
Opinion of Sidley Austin LLP*
23.1
Consent of Sidley Austin LLP (included in Exhibit 5.1)*
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Jefferies Financial Group Inc.
     
 
By:
/s/ Michael J. Sharp
 
Name:
Michael J. Sharp
 
Title:
Executive Vice President and General Counsel
     
Date: April 28, 2026
    


Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did Jefferies (JEF) complete in April 2026?

Jefferies completed an offering of $1,100,000,000 5.125% Senior Notes due 2031. The notes were issued to underwriters under an existing shelf registration and closed on April 28, 2026, providing substantial long-term funding.

What are the key terms of Jefferies (JEF) new senior notes?

Jefferies issued 5.125% Senior Notes due 2031 with an aggregate principal amount of $1,100,000,000. The notes pay 5.125% interest and mature in 2031, and were issued under the company’s existing indenture and a new supplemental indenture.

How much net cash did Jefferies (JEF) receive from the 2031 notes offering?

Jefferies estimates net proceeds of about $1,087,053,000 from the notes offering. This amount reflects the aggregate principal of $1.1 billion less the underwriting discount and offering-related expenses disclosed in the agreement.

How does Jefferies (JEF) plan to use the proceeds from its 2031 notes?

Jefferies intends to use the net proceeds of approximately $1,087,053,000 for general corporate purposes. This flexible wording typically covers funding operations, investments, or refinancing, as determined by the company’s future needs.

Under what documents were Jefferies (JEF) 2031 notes issued?

The 2031 notes were issued under an Indenture dated October 18, 2013, between Jefferies and The Bank of New York Mellon, as trustee. A Supplemental Indenture No. 6 dated April 28, 2026 specifically establishes the terms of these notes.

Which underwriters handled Jefferies (JEF) $1.1 billion notes deal?

The purchase agreement names Jefferies LLC and SMBC Nikko Securities America, Inc. as representatives of the several underwriters. They agreed to purchase the $1,100,000,000 aggregate principal amount of 5.125% Senior Notes due 2031 from Jefferies.

Filing Exhibits & Attachments

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