Sumitomo Mitsui unit ups Jefferies (JEF) stake with 6,429,337-share buy

Rhea-AI Filing Summary

Sumitomo Mitsui Banking Corporation, a direct wholly owned subsidiary of Sumitomo Mitsui Financial Group, completed an indirect open-market purchase of 6,429,337 shares of Jefferies Financial Group common stock. This amended Form 4 updates the final adjusted purchase price to $54.83 per share following the completion of a reference period under a pre-existing agreement with an unaffiliated third party. The reporting person disclaims beneficial ownership of these shares except to the extent of its pecuniary interest.

Insights

Equity ownership and governance analyst

Large indirect open-market buy by an SMFG unit, with ownership formally disclaimed.

The filing shows Sumitomo Mitsui Banking Corporation, a subsidiary of Sumitomo Mitsui Financial Group, purchasing 6,429,337 Jefferies common shares at a finalized price of $54.83 per share. The position is reported as indirect ownership for SMFG.

The amendment clarifies pricing after a reference period under a prior agreement with an unaffiliated third party, suggesting the economics were partly formula-based. SMFG formally disclaims beneficial ownership beyond its pecuniary interest, so governance influence depends on how authority is allocated within the subsidiary structure.

Subsequent company filings may provide more context on how this stake fits into any broader strategic or commercial relationship between Jefferies and the SMFG group.

Insider Trade Summary

Net Buyer: 6,429,337 shares

Net Buy 1 txn

Insider SUMITOMO MITSUI FINANCIAL GROUP, INC.

Role Director

Bought 6,429,337 shs ($352.52M)

Type	Security	Shares	Price	Value
Purchase	Common Stock	6,429,337	$54.83	$352.52M

Holdings After Transaction: Common Stock — 6,429,337 shares (Indirect, See footnotes)

Footnotes (3)

1. F1. This Form 4/A amends the Form 4 originally filed on May 4, 2026 to report the final adjusted purchase price for the reported securities following completion of the reference period under the agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party. The final adjusted purchase price is $54.83 per share.
2. F2. The reported securities are held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly-owned subsidiary of the Reporting Person.
3. F3. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Key Figures

Shares purchased: 6,429,337 shares Purchase price: $54.83 per share Shares owned after transaction: 6,429,337 shares +1 more

4 metrics

Shares purchased 6,429,337 shares Open-market purchase on May 1, 2026

Purchase price $54.83 per share Final adjusted price after reference period

Shares owned after transaction 6,429,337 shares Indirect holdings reported following transaction

Form type Form 4/A Amended to update final purchase price

Key Terms

open-market purchase, pecuniary interest, wholly-owned subsidiary, reference period

4 terms

open-market purchase financial

"transaction_action: open-market purchase"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest"

wholly-owned subsidiary financial

"held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly-owned subsidiary of the Reporting Person"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

reference period financial

"following completion of the reference period under the agreement previously entered into"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 10:58 AM Accepted by SEC EDGAR 06/29/2026 - 10:58 AM Learn about SEC filing dates

FAQ

What insider transaction did SMFG report in Jefferies (JEF)?

Sumitomo Mitsui Banking Corporation, a wholly owned unit of SMFG, reported buying 6,429,337 shares of Jefferies common stock. The transaction is an indirect open-market purchase, with SMFG reporting the position but disclaiming beneficial ownership except for its pecuniary interest.

What price did SMFG’s subsidiary pay per Jefferies (JEF) share?

The final adjusted purchase price was $54.83 per Jefferies share. This price was determined after a reference period under an agreement between an SMFG affiliate and an unaffiliated third party, and the amended Form 4 updates the original filing to reflect this final price.

How many Jefferies (JEF) shares does SMFG’s subsidiary hold after this trade?

After the reported open-market purchase, Sumitomo Mitsui Banking Corporation holds 6,429,337 Jefferies common shares. This full amount reflects the transaction described, and the filing shows the same figure as the total shares owned following the transaction date of May 1, 2026.

Is the Jefferies (JEF) stake held directly by Sumitomo Mitsui Financial Group?

No. The reported Jefferies shares are held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly owned subsidiary of Sumitomo Mitsui Financial Group. SMFG reports the position indirectly and disclaims beneficial ownership except to the extent of its pecuniary interest in the subsidiary.

Why was this Jefferies (JEF) Form 4/A filed as an amendment?

The Form 4/A amends a previous Form 4 to update the final adjusted purchase price per share. The price was set at $54.83 after completion of a reference period under a pre-existing agreement between an SMFG affiliate and an unaffiliated third party, replacing the earlier preliminary figure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Last) (First) (Middle)

1-2, MARUNOUCHI 1-CHOME, CHIYODA-KU

(Street)

TOKYO JAPAN 100-0005

(City) (State) (Zip)

JAPAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
Jefferies Financial Group Inc. [ JEF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/04/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		P		6,429,337	A	$54.83(1)	6,429,337	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A amends the Form 4 originally filed on May 4, 2026 to report the final adjusted purchase price for the reported securities following completion of the reference period under the agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party. The final adjusted purchase price is $54.83 per share.

2. The reported securities are held directly by Sumitomo Mitsui Banking Corporation, a direct, wholly-owned subsidiary of the Reporting Person.

3. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Hyakutome, Deputy President of SMFG, currently serves on the board of directors of the Issuer.

	Sumitomo Mitsui Financial Group, Inc, By: /s/ Takashi Morita, Name: Takashi Morita, Title: Executive Officer, General Manager, Investment Banking Strategy Office	06/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)