[Form 4] Jefferies Financial Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard B. Handler, CEO and director of Jefferies Financial Group Inc. (JEF), reported an acquisition on 08/29/2025 of 78,959 common shares at a price of $64.85 per share through a dividend reinvestment. The filing shows total beneficial ownership following the transaction of 13,517,576 shares held directly, plus multiple indirect holdings through trusts and LLCs (amounts listed in the filing).

The acquisition is described as deferred shares received via a dividend reinvestment plan and is exempt under Rule 16b-3(d)(1)&(2). The Form 4 was signed by a power of attorney on behalf of the reporting person on 08/29/2025.

Positive

• Insider increased holdings by acquiring 78,959 shares via dividend reinvestment
• Total direct beneficial ownership remains substantial at 13,517,576 shares
• Transaction reported under Rule 16b-3 exemption, indicating compliance with insider reporting rules
• Filing discloses indirect holdings across trusts and LLCs, improving transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend reinvestment by CEO increases direct stake; no material change to capital structure or control.

The reported purchase of 78,959 shares at $64.85 via dividend reinvestment is a standard, non-discretionary means for insiders to convert dividends into additional equity. The post-transaction direct beneficial ownership of 13.52 million shares indicates a sizable insider stake, which can align management incentives with shareholders. There is no indication of option exercises, sales, or other transactions that would materially affect share count or liquidity. Impact on valuation or share supply is immaterial given the transaction type and size relative to outstanding shares.

Corporate Governance Expert

TL;DR: Disclosure is timely and consistent with Rule 16 reporting; transaction is exempt and appears routine.

The Form 4 properly identifies the reporting person as CEO and director and discloses multiple indirect holdings through trusts and LLCs, which provides transparency about concentrated insider ownership. The use of a documented dividend reinvestment plan and citation of Rule 16b-3(d)(1)&(2) suggests the transaction meets affirmative defense conditions. There are no governance red flags in the filing itself.

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^*

HANDLER RICHARD B

(Last) (First) (Middle)

C/O JEFFERIES FINANCIAL GROUP INC.

520 MADISON AVE.

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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

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

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	08/29/2025		A(1)		78,959	A	$64.85	13,517,576	D
Common Stock								282,873	I	By Reporting Person's 2012 Trust
Common Stock								279,504	I	By Spouse of Reporting Person's Trust
Common Stock								331,685	I	By Reporting Person's 2022 LLC
Common Stock								85,584	I	By Reporting Person's 2022-A LLC
Common Stock								234,148	I	By Reporting Person's 2021 LLC
Common Stock								72,503	I	By Reporting Person's 2023-B LLC
Common Stock								120,754	I	By Reporting Person's 2023-A LLC
Common Stock								1,000,000	I	By Reporting Person's 2025-B Trust
Common Stock								500,000	I	By Reporting Person's 2025-D Trust
Common Stock								128,139	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 16-b(3)(d)(1) & (2) under the Securities Exchange Act of 1934.

Remarks:

	/s/ Joanna Jia, by power of attorney	08/29/2025
	** 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.

FAQ

What transaction did Richard B. Handler report on Form 4 for JEF?

He reported an acquisition of 78,959 common shares on 08/29/2025 at a price of $64.85 per share via dividend reinvestment.

How many JEF shares does Richard Handler beneficially own after the reported transaction?

The filing reports 13,517,576 shares beneficially owned directly following the transaction, plus additional indirect holdings through trusts and LLCs.

Was the transaction exempt under Rule 16b-3?

Yes. The filing states the acquisition of deferred shares was exempt under Rule 16b-3(d)(1)&(2), consistent with dividend reinvestment plans.

Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of the reporting person by /s/ Joanna Jia, by power of attorney on 08/29/2025.

Does the Form 4 show any dispositions or derivative transactions by Handler on this date?

No. The filing only documents an acquisition of common stock via dividend reinvestment; there are no dispositions or derivative transactions reported for that date.