Sumitomo Mitsui unit acquires 6.4M Jefferies (NYSE: JEF) shares

Rhea-AI Filing Summary

Sumitomo Mitsui Financial Group, Inc., through an affiliate, reported an open-market purchase of 6,429,337 shares of Jefferies Financial Group Inc. common stock at $48.22 per share on May 1, 2026. The shares are held directly by Sumitomo Mitsui Banking Corporation, a wholly owned subsidiary, and the reporting person disclaims beneficial ownership except for its pecuniary interest. The purchase price is subject to adjustment after an approximately two‑month reference period under a previously agreed arrangement with an unaffiliated third party.

Insider Trade Summary

Net Buyer: 6,429,337 shares ($310,022,630)

Net Buy 1 txn

Insider SUMITOMO MITSUI FINANCIAL GROUP, INC.

Role null

Bought 6,429,337 shs ($310.02M)

Type	Security	Shares	Price	Value
Purchase	Common Stock	6,429,337	$48.22	$310.02M

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

Footnotes (1)

1. The price paid by an affiliate of the Reporting Person for the reported securities is subject to adjustment following an approximately two-month reference period pursuant to an agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party. The reported securities are held directly by Sumitomo Mitsui Banking Corporation, a direct, 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

Shares purchased: 6,429,337 shares Purchase price per share: $48.22 per share Shares held after transaction: 6,429,337 shares +1 more

4 metrics

Shares purchased 6,429,337 shares Open-market purchase of Jefferies common stock on May 1, 2026

Purchase price per share $48.22 per share Price for Jefferies common stock, subject to later adjustment

Shares held after transaction 6,429,337 shares Indirect holdings reported following the May 1, 2026 transaction

Reference period length Approximately two months Period used to adjust final price under prior agreement

Key Terms

open-market purchase, indirect ownership, pecuniary interest, beneficial ownership, +1 more

5 terms

open-market purchase financial

"reported an open-market purchase of 6,429,337 shares of Jefferies"

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.

indirect ownership financial

"total_shares_following_transaction ... ownership_type: "indirect""

pecuniary interest financial

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

beneficial ownership regulatory

"The Reporting Person disclaims beneficial ownership of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

reference period financial

"subject to adjustment following an approximately two-month reference period"

Form 4 Insider Transactions: What Each Field Means →

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)

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	$48.22(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. The price paid by an affiliate of the Reporting Person for the reported securities is subject to adjustment following an approximately two-month reference period pursuant to an agreement previously entered into between an affiliate of the Reporting Person and an unaffiliated third-party.

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	05/04/2026
	** 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 Sumitomo Mitsui report in Jefferies (JEF) shares?

Sumitomo Mitsui, via an affiliate, reported buying 6,429,337 Jefferies shares in an open-market transaction at $48.22 per share. The filing shows this large common stock purchase and notes the price may be adjusted after a reference period under a prior agreement.

Who actually holds the Jefferies (JEF) shares reported by Sumitomo Mitsui?

The Jefferies shares are held directly by Sumitomo Mitsui Banking Corporation, a wholly owned subsidiary of Sumitomo Mitsui Financial Group. The parent company is the reporting person but disclaims beneficial ownership of the securities except to the extent of its pecuniary interest in those holdings.

At what price were the Jefferies (JEF) shares purchased in this Form 4?

The reported Jefferies common stock purchase was executed at $48.22 per share for 6,429,337 shares. The filing notes that this price is subject to adjustment after an approximately two-month reference period under an existing agreement with an unaffiliated third party.

How many Jefferies (JEF) shares does the Sumitomo Mitsui affiliate hold after the transaction?

Following the reported transaction, the Sumitomo Mitsui affiliate holds 6,429,337 Jefferies common shares. The post-transaction holding equals the number of shares purchased, indicating this filing reflects establishing or updating that full position as of the reported transaction date in early May 2026.

Is the Jefferies (JEF) share purchase price in the Form 4 final?

The initially reported purchase price of $48.22 per Jefferies share is not yet final. According to the filing, it is subject to adjustment after an approximately two-month reference period under a previously executed agreement with an unaffiliated third-party counterparty.

Does Sumitomo Mitsui Financial Group fully own the reported Jefferies (JEF) shares?

The filing states that Sumitomo Mitsui Financial Group disclaims beneficial ownership of the reported Jefferies shares. It acknowledges only its pecuniary interest, while the securities themselves are held directly by Sumitomo Mitsui Banking Corporation, its direct, wholly owned banking subsidiary.