Jefferies Financial Group (NYSE: JEF) issues $1.5B 5.5% notes due 2036

Rhea-AI Filing Summary

Jefferies Financial Group Inc. completed a large debt financing by issuing $1,500,000,000 aggregate principal amount of 5.500% Senior Notes due 2036. The notes were sold to underwriters led by Jefferies LLC and SMBC Nikko Securities America, Inc. under an existing shelf registration.

The company expects approximately $1,481,145,000 in net proceeds after underwriting discounts and expenses, and plans to use these funds for general corporate purposes. The notes were issued under Jefferies’ existing indenture with The Bank of New York Mellon, as supplemented to establish the specific terms for this 2036 series.

Insights

Credit and capital structure analyst

Jefferies adds $1.5B long-term debt via 5.500% 2036 notes.

Jefferies Financial Group Inc. issued $1,500,000,000 of 5.500% Senior Notes due 2036 under its existing shelf registration. The notes were sold through underwriters including Jefferies LLC and SMBC Nikko Securities America, Inc., with terms set in a supplemental indenture to the company’s 2013 base indenture.

The company estimates net proceeds of about $1,481,145,000 after underwriting discounts and expenses. It states that these proceeds are intended for general corporate purposes, which can include a range of financing needs such as funding operations, investments, or refinancing other obligations, depending on management’s decisions.

This transaction extends Jefferies’ debt ladder with a new maturity in 2036 at a fixed coupon of 5.500%. The economic effect will depend on how the proceeds are ultimately deployed and how this new obligation interacts with the company’s broader funding profile and existing senior notes with maturities in 2027, 2028, 2032, and 2034 listed on the exchange.

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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): January 13, 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

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 January 13, 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 $1,500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2036 (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 January 16, 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. 5 establishing the terms of the Notes (the “Supplemental Indenture”), dated as of January 16, 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 $1,481,145,000. 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 January 13, 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. 5 establishing the terms of the Notes, dated as of January 16, 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: January 16, 2026

FAQ

What did Jefferies Financial Group (JEF) announce in this 8-K?

Jefferies Financial Group Inc. reported that it entered into a purchase agreement to issue and sell $1,500,000,000 aggregate principal amount of 5.500% Senior Notes due 2036. The sale closed and the notes were issued under its existing indenture with The Bank of New York Mellon.

How much will Jefferies Financial Group (JEF) receive from the 5.500% Senior Notes due 2036?

The company estimates net proceeds of approximately $1,481,145,000 from the issuance and sale of the 5.500% Senior Notes due 2036, after deducting underwriting discounts and offering-related expenses.

What is the interest rate and maturity of Jefferies Financial Group’s new notes?

The new debt securities are 5.500% Senior Notes due 2036, meaning they carry a fixed 5.500% interest rate and are scheduled to mature in 2036.

How does Jefferies Financial Group (JEF) plan to use the net proceeds from this notes offering?

Jefferies Financial Group Inc. states that it intends to use the net proceeds from the offering of the 5.500% Senior Notes due 2036 for general corporate purposes.

Under what framework were Jefferies Financial Group’s new notes issued?

The 5.500% Senior Notes due 2036 were issued under Jefferies Financial Group Inc.’s shelf registration statement on Form S-3 and its existing indenture dated October 18, 2013, as supplemented by Supplemental Indenture No. 5 establishing the terms of these notes.

Who were the underwriters for Jefferies Financial Group’s 5.500% Senior Notes due 2036?

The purchase agreement was entered into with Jefferies LLC and SMBC Nikko Securities America, Inc., acting as representatives of the several underwriters identified in the schedule to the agreement.