STOCK TITAN

Jefferies (JEF) CEO files Form 4 detailing stock grants, PSU forfeiture and 128,163-share gift

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jefferies Financial Group Inc. CEO and director reported several equity transactions in company stock. On 12/10/2025, the reporting person forfeited 23,742 shares of common stock tied to performance share units that did not meet performance targets, and received a grant of 121,300 performance-based restricted stock units and a separate grant of 121,300 restricted stock units, each at a reference price of $61.83 per share, under the company’s equity compensation plan.

After these transactions, the reporting person directly held 13,826,458 shares of common stock. On 12/12/2025, 128,163 shares of common stock were transferred as a gift to an LLC managed by the reporting person, with the filing stating this tax-planning transfer did not change the person’s overall beneficial ownership and is now reported as indirectly owned. The report also lists additional indirect holdings through various trusts, LLCs and a profit sharing plan.

Positive

  • None.

Negative

  • None.
Insider HANDLER RICHARD B
Role CEO
Type Security Shares Price Value
Disposition Common Stock 128,163 $0.00 --
Grant/Award Common Stock 128,163 $0.00 --
Disposition Common Stock 23,742 $0.00 --
Grant/Award Common Stock 121,300 $61.83 $7.50M
Grant/Award Common Stock 121,300 $61.83 $7.50M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 13,698,295 shares (Direct); Common Stock — 128,163 shares (Indirect, By Reporting Person's 2024-B LLC)
Footnotes (1)
  1. Forfeiture of PSUs relating to prior equity grants due to not achieving performance targets. These transactions are exempt under Rule 16b-3(d)(1) and (2) under the Securities Exchange Act of 1934. Grant of target Performance-Based Restricted Stock Units under the Company's Equity Compensation Plan (the "ECP"), exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934. Grant of Restricted Stock Units under the Company's ECP, exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934. Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.
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)
12/10/2025
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 12/10/2025 D(1) 23,742 D $0 13,583,858 D
Common Stock 12/10/2025 A(2) 121,300 A $61.83 13,705,158 D
Common Stock 12/10/2025 A(3) 121,300 A $61.83 13,826,458 D
Common Stock 12/12/2025 D(4) 128,163 D $0 13,698,295 D
Common Stock 12/12/2025 A(4) 128,163 A $0 128,163 I By Reporting Person's 2024-B LLC
Common Stock 285,753 I By Reporting Person's 2012 Trust
Common Stock 279,504 I By Spouse of Reporting Person's Trust
Common Stock 231,268 I By Reporting Person's 2003 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 120,754 I By Reporting Person's 2023-A LLC
Common Stock 72,503 I By Reporting Person's 2023-B 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 129,930 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. Forfeiture of PSUs relating to prior equity grants due to not achieving performance targets. These transactions are exempt under Rule 16b-3(d)(1) and (2) under the Securities Exchange Act of 1934.
2. Grant of target Performance-Based Restricted Stock Units under the Company's Equity Compensation Plan (the "ECP"), exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934.
3. Grant of Restricted Stock Units under the Company's ECP, exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934.
4. Shares gifted to a LLC of which Reporting Person is the manager and Reporting Person's trusts are its members. This transfer reflects tax planning and results in no increases or decreases to Reporting Person's beneficial holdings. These transactions may be exempt under Rule 16a-13.
Remarks:
/s/ Joanna Jia, by power of attorney 12/12/2025
** 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 insider transactions did Jefferies (JEF) CEO report in this Form 4?

The CEO of Jefferies Financial Group Inc. (JEF) reported a forfeiture of 23,742 shares tied to performance share units, grants of 121,300 performance-based restricted stock units and 121,300 restricted stock units on 12/10/2025, and a gift transfer of 128,163 shares to an LLC on 12/12/2025.

How many Jefferies (JEF) shares did the reporting person beneficially own after these transactions?

Following the equity transactions on 12/10/2025, the reporting person directly beneficially owned 13,826,458 shares of Jefferies common stock, in addition to various indirect holdings through trusts, LLCs and a profit sharing plan.

What equity awards did the Jefferies (JEF) CEO receive on December 10, 2025?

On 12/10/2025, the Jefferies CEO received a grant of 121,300 performance-based restricted stock units and a grant of 121,300 restricted stock units under the company’s equity compensation plan, each tied to Jefferies common stock at a reference price of $61.83 per share.

Why were 23,742 Jefferies (JEF) shares forfeited by the reporting person?

The 23,742 shares of Jefferies common stock were forfeited because performance share units from prior equity grants did not achieve their required performance targets. The filing notes these transactions are exempt under Rule 16b-3(d)(1) and (2).

What was the purpose of the 128,163-share transfer reported for Jefferies (JEF)?

The 128,163 shares of Jefferies common stock transferred on 12/12/2025 were gifted to an LLC managed by the reporting person, whose trusts are members. The filing states this transfer was for tax planning and did not increase or decrease the reporting person’s overall beneficial holdings.

How are some of the Jefferies (JEF) CEO’s holdings structured indirectly?

Beyond directly held shares, the CEO reports indirect ownership of Jefferies common stock through multiple entities, including trusts, several LLCs, and as trustee of a profit sharing plan, each listed separately in the Form 4.