Jefferies EVP granted 746 deferred shares

Jefferies Financial Group Inc. executive Michael J. Sharp, EVP and General Counsel, acquired 746 shares of common stock through a grant of deferred shares at $52.72 per share, treated as a dividend reinvestment exempt under Rule 16b-3(d)(1) and (2).

Rhea-AI Filing Summary

Jefferies Financial Group Inc. executive Michael J. Sharp, EVP and General Counsel, acquired 746 shares of common stock through a grant of deferred shares at $52.72 per share, treated as a dividend reinvestment exempt under Rule 16b-3(d)(1) and (2). After this award, he directly holds 167,663 common shares, plus 5 additional shares held indirectly through a profit sharing plan.

Insider Trade Summary

Grant/Award: 746 shares

Grant/Award 2 txns

Insider Sharp Michael J.

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	746	$52.72	$39K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 167,663 shares (Direct); Common Stock — 5 shares (Indirect, By Trustee of Profit Sharing Plan)

Footnotes (1)

1. F1. Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Key Figures

Deferred shares granted: 746 shares Recorded grant price: $52.72/share Direct holdings after grant: 167,663 shares +2 more

5 metrics

Deferred shares granted 746 shares Common Stock grant coded A on May 29, 2026

Recorded grant price $52.72/share Price for deferred share dividend reinvestment

Direct holdings after grant 167,663 shares Common Stock held directly after Form 4 transactions

Indirect holdings after grant 5 shares Held by trustee of profit sharing plan

Rule exemption cited Rule 16b-3(d)(1) & (2) Applies to deferred share dividend reinvestment

Key Terms

deferred shares, dividend reinvestment, Rule 16b-3(d)(1) & (2), Profit Sharing Plan

4 terms

deferred shares financial

"Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2)"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

dividend reinvestment financial

"Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2)"

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

Rule 16b-3(d)(1) & (2) regulatory

"transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934"

Profit Sharing Plan financial

"By Trustee of Profit Sharing Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Jefferies (JEF) report for Michael J. Sharp?

Jefferies reported that EVP and General Counsel Michael J. Sharp received 746 deferred common shares as a grant. The shares were acquired via dividend reinvestment and are exempt under Rule 16b-3(d)(1) and (2), reflecting compensation-related equity rather than an open-market purchase.

At what price were Michael J. Sharp’s new Jefferies (JEF) shares recorded?

The 746 deferred shares granted to Michael J. Sharp were recorded at $52.72 per share. This figure represents the price used for the dividend reinvestment transaction, providing a reference value but not indicating an open-market trade or negotiated purchase price.

How many Jefferies (JEF) shares does Michael J. Sharp hold after this Form 4?

Following the deferred share award, Michael J. Sharp directly holds 167,663 Jefferies common shares. In addition, 5 shares are held indirectly through a profit sharing plan, giving a clearer picture of his overall equity exposure reported in this filing.

Was Michael J. Sharp’s Jefferies (JEF) transaction an open-market buy or a compensation grant?

The filing shows a compensation-related acquisition, not an open-market buy. Sharp received 746 deferred shares through dividend reinvestment, coded as an “A” grant and described as exempt under Rule 16b-3(d)(1) and (2) of the Securities Exchange Act of 1934.

What does Rule 16b-3(d)(1) and (2) mean for this Jefferies (JEF) insider transaction?

Rule 16b-3(d)(1) and (2) provides an exemption from short-swing profit rules for certain insider equity awards. In this case, it covers Michael J. Sharp’s 746-share deferred dividend reinvestment, clarifying that the transaction is a permitted, compensation-related grant rather than speculative trading activity.

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

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Accepted by SEC EDGAR 05/29/2026 - 09:17 PM EDT Learn about SEC filing dates

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^*

Sharp Michael J.

(Last) (First) (Middle)

C/O JEFFERIES FINANCIAL GROUP INC.

520 MADISON AVE.

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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)

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	05/29/2026		A(1)		746	A	$52.72	167,663	D
Common Stock								5	I	By Trustee of Profit Sharing Plan

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. Acquisition of deferred shares as a dividend reinvestment in a transaction exempt under Rule 16b-3(d)(1) & (2) under the Securities Exchange Act of 1934.

Remarks:

	/s/ Michael J. Sharp	05/29/2026
	** 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)