Large Jefferies (NYSE: JEF) holder converts preferred into common stock

Rhea-AI Filing Summary

Jefferies Financial Group Inc. reported an insider transaction involving the automatic conversion of preferred stock held through an affiliated entity. On June 30, 2026, SMBC, a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc., converted 55,125 Series B Non-Voting Convertible Preferred Shares into 27,562,500 shares of Non-Voting Common Stock for no cash consideration, consistent with the issuer’s charter terms, at a 500-to-1 conversion ratio.

Following this mandatory conversion, entities associated with Sumitomo Mitsui Financial Group indirectly hold 36,809,581 shares of Jefferies non-voting common stock. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest.

Insider Trade Summary

55,125 shares exercised/converted

Mixed 2 txns

Insider SUMITOMO MITSUI FINANCIAL GROUP, INC.

Role null

Type	Security	Shares	Price	Value
Exercise	Series B Non-Voting Convertible Preferred Shares	55,125	$0.00	--
Exercise	Non-Voting Common Stock	27,562,500	$0.00	--

Holdings After Transaction: Series B Non-Voting Convertible Preferred Shares — 0 shares (Indirect, See Footnotes); Non-Voting Common Stock — 36,809,581 shares (Indirect, See Footnotes)

Footnotes (1)

1. Reflects shares of Series B Non-Voting Convertible Preferred Shares that would have automatically converted into non-voting common stock of the Issuer on the third anniversary of the date of issuance (and may have converted into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and the Reporting Person). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares would convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer (the "Charter"). The Series B Non-Voting Convertible Preferred Shares had no expiration date. Pursuant to the express terms of Article Seventh, Section 3(a)(i) of the Charter, each issued and outstanding share of Series B Non-Voting Convertible Preferred Shares was converted into 500 shares of Non-Voting Common Stock on June 30, 2026 for no consideration. The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Key Figures

Preferred shares converted: 55,125 shares Common shares received: 27,562,500 shares Conversion ratio: 500-to-1 +2 more

5 metrics

Preferred shares converted 55,125 shares Series B Non-Voting Convertible Preferred Shares converted on June 30, 2026

Common shares received 27,562,500 shares Non-Voting Common Stock received from preferred conversion

Conversion ratio 500-to-1 Each Series B preferred share into Non-Voting Common Stock

Post-transaction holdings 36,809,581 shares Indirect Non-Voting Common Stock held after conversion

Exercise/Conversion shares (summary) 55,125 shares ExerciseShares in transaction summary for derivative conversion

Key Terms

Non-Voting Common Stock, Series B Non-Voting Convertible Preferred Shares, Restated Certificate of Incorporation, pecuniary interest, +1 more

5 terms

Non-Voting Common Stock financial

"each issued and outstanding share of Series B Non-Voting Convertible Preferred Shares was converted into 500 shares of Non-Voting Common Stock"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

Series B Non-Voting Convertible Preferred Shares financial

"Reflects shares of Series B Non-Voting Convertible Preferred Shares that would have automatically converted into non-voting common stock"

Restated Certificate of Incorporation regulatory

"subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

pecuniary interest financial

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

automatic conversion financial

"would have automatically converted into non-voting common stock of the Issuer on the third anniversary of the date of issuance"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:55 AM Accepted by SEC EDGAR 07/02/2026 - 07:54 AM 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^*

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)
06/30/2026

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
Non-Voting Common Stock	06/30/2026		M(1)		27,562,500	A	(1)	36,809,581	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
Series B Non-Voting Convertible Preferred Shares	(1)	06/30/2026		M			55,125	(1)	(1)	Non-Voting Common Stock	27,562,500	$0	0	I	See Footnotes(2)(3)

Explanation of Responses:

1. Reflects shares of Series B Non-Voting Convertible Preferred Shares that would have automatically converted into non-voting common stock of the Issuer on the third anniversary of the date of issuance (and may have converted into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and the Reporting Person). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares would convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer (the "Charter"). The Series B Non-Voting Convertible Preferred Shares had no expiration date. Pursuant to the express terms of Article Seventh, Section 3(a)(i) of the Charter, each issued and outstanding share of Series B Non-Voting Convertible Preferred Shares was converted into 500 shares of Non-Voting Common Stock on June 30, 2026 for no consideration.

2. The reported securities are held directly by SMBC, a 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	07/02/2026
	** 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)

FAQ

What insider transaction did Jefferies Financial Group (JEF) report?

Jefferies reported an automatic preferred-to-common share conversion. An affiliate of Sumitomo Mitsui Financial Group converted 55,125 Series B Non-Voting Convertible Preferred Shares into 27,562,500 Non-Voting Common Stock under charter terms, with no cash paid or received.

How many Jefferies (JEF) common shares were received in the conversion?

The affiliated holder received 27,562,500 non-voting common shares. These shares came from converting 55,125 Series B Non-Voting Convertible Preferred Shares into Non-Voting Common Stock at a fixed 500-to-1 ratio set in Jefferies’ governing documents.

What are the post-transaction holdings reported for Jefferies (JEF)?

After the conversion, indirect holdings total 36,809,581 shares. These are Non-Voting Common Stock of Jefferies Financial Group, held through SMBC, a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, as disclosed in the Form 4 filing.

Did the Jefferies (JEF) insider transaction involve cash consideration?

No cash consideration was involved in this transaction. The conversion of Series B Non-Voting Convertible Preferred Shares into Non-Voting Common Stock occurred pursuant to charter provisions and was expressly described as occurring for no consideration on June 30, 2026.

Who actually holds the Jefferies (JEF) shares in this Form 4?

The reported Jefferies shares are held directly by SMBC. SMBC is a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. The reporting person disclaims beneficial ownership, except for its pecuniary interest in these indirectly held securities.

What was the conversion ratio for Jefferies’ Series B preferred shares?

Each Series B preferred share converted into 500 common shares. The filing states that every issued and outstanding Series B Non-Voting Convertible Preferred Share was converted into 500 shares of Non-Voting Common Stock, as provided in Jefferies’ Restated Certificate of Incorporation.