Jefferies Financial Group (JEF) CEO logs share withholding and stock gift

Rhea-AI Filing Summary

Jefferies Financial Group Inc.'s CEO and director reported routine changes in his holdings of the company’s common stock on 12/16/2025. The filing shows 219,497 shares of common stock were disposed of at $61.16 per share in a transaction coded “F,” meaning shares were withheld to cover tax liabilities from long-term equity grants. After this, his directly held shares were listed as 13,478,798.

A second transaction on the same date, coded “G,” records a gift of 622 shares at a stated price of $0, which the explanation describes as a gift to a family trust where he is neither trustee nor beneficiary. Following this gift, directly held shares were reported as 13,478,176, alongside substantial additional indirect holdings through various trusts, LLCs, and a profit sharing plan.

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

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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)
12/16/2025

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	12/16/2025		F(1)		219,497	D	$61.16	13,478,798	D
Common Stock	12/16/2025		G(2)		622	D	$0	13,478,176	D
Common Stock								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. Shares withheld to pay tax liability resulting from the distribution of long-term equity grants.

2. Gift of shares to family trust, of which the Reporting Person is neither a trustee nor a beneficiary.

Remarks:

	/s/ Joanna Jia, by power of attorney	12/18/2025
	** 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.
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FAQ

What insider transaction did JEF's CEO report on 12/16/2025?

The CEO of Jefferies Financial Group Inc. (JEF) reported an “F” coded transaction on 12/16/2025 in which 219,497 common shares were disposed of at $61.16 per share. The explanation notes these shares were withheld to pay tax liabilities arising from the distribution of long-term equity grants.

How many JEF shares did the CEO gift according to this Form 4?

The filing shows a “G” coded transaction for a gift of 622 shares of Jefferies Financial Group Inc. common stock on 12/16/2025, at a stated price of $0. The explanation states the gift was to a family trust of which the reporting person is neither a trustee nor a beneficiary.

What are the CEO's directly held JEF shares after these transactions?

After the reported transactions on 12/16/2025, the Form 4 lists the CEO’s directly held Jefferies Financial Group Inc. common stock as 13,478,176 shares.

Does the JEF Form 4 show indirect ownership by the CEO?

Yes. In addition to directly held shares, the Form 4 lists multiple blocks of indirectly owned Jefferies Financial Group Inc. common stock held through various trusts, LLCs, and a profit sharing plan, including amounts such as 1,000,000 shares held by the reporting person’s 2025-B Trust and 500,000 shares held by the 2025-D Trust.

What does transaction code F mean in this JEF insider filing?

In this Form 4 for Jefferies Financial Group Inc., the explanation states that the shares tied to the transaction code “F” were withheld to pay tax liability resulting from the distribution of long-term equity grants.

Who signed the JEF Form 4 and when was it signed?

The Form 4 was signed by /s/ Joanna Jia, by power of attorney, on 12/18/2025, on behalf of the reporting person.