Jefferies holder exchanges 3.8M shares to non-voting

SUMITOMO MITSUI FINANCIAL GROUP, INC. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SUMITOMO MITSUI FINANCIAL GROUP, INC. reported acquisition or exercise transactions in this Form 4 filing.

Sumitomo Mitsui Financial Group, Inc., through its wholly owned subsidiary Sumitomo Mitsui Banking Corporation (SMBC), reported the exchange of 3,769,500 shares of Jefferies Financial Group Inc. common stock for 3,769,500 shares of non-voting common stock under an Amended and Restated Exchange Agreement. After the transactions, SMBC holds 40,579,081 shares of non-voting common stock and 2,659,837 shares of common stock indirectly. SMFG disclaims beneficial ownership of these securities except to the extent of its pecuniary interest.

Filing Explained

The July 10 filing records a one-for-one voting-class conversion, not new shares; the exchange right ends by September 19, 2026 unless it ends earlier.

The July 13, 2026 Form 4 records SMBC, a wholly owned subsidiary of Sumitomo Mitsui Financial Group, exchanging 3,769,500 Jefferies common shares for the same number of non-voting common shares on July 10, 2026; the filing presents this as a reported transaction, not a proposal.

The filing describes the mechanics as a one-for-one exchange right under the Amended and Restated Exchange Agreement, subject to adjustments for stock splits, stock dividends and reclassifications.

Because the reported exchange substitutes one class of shares for another on a one-for-one basis, it does not itself add shares to the total share count or create dilution for existing holders under the supplied dilution definition.

The exchange right is stated to expire on the earliest of September 19, 2026 (or a later date agreed by the parties), termination of the specified business alliance, or exchanges totaling 14,132,500 common shares after September 19, 2025.

The reported securities are held directly by SMBC, while Sumitomo Mitsui Financial Group disclaims beneficial ownership except to the extent of its pecuniary interest.

Insider Trade Summary

Exercise: 7,539,000 shares

Exercise 2 txns

Insider SUMITOMO MITSUI FINANCIAL GROUP, INC.

Role Director

Type	Security	Shares	Price	Value
Exercise	Common Stock F1, F2, F3, F4	3,769,500	--	--
Exercise	Non-Voting Common Stock F1, F2, F3, F4	3,769,500	--	--

Holdings After Transaction: Common Stock — 2,659,837 shares (Indirect, See footnotes); Non-Voting Common Stock — 40,579,081 shares (Indirect, See footnotes)

Footnotes (4)

1. F1. Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
2. F2. SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non-voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.
3. F3. The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.
4. F4. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

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Available on EDGAR 07/13/2026 - 06:16 AM Accepted by SEC EDGAR 07/13/2026 - 06:10 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
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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)
07/10/2026

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	07/10/2026		M(1)(2)		3,769,500	D	(1)(2)	2,659,837	I	See footnotes(3)(4)
Non-Voting Common Stock	07/10/2026		M(1)(2)		3,769,500	A	(1)(2)	40,579,081	I	See footnotes(3)(4)

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. Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025 (the "A&R Exchange Agreement"), by and between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC"), a direct, wholly-owned subsidiary of the Reporting Person, SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

2. SMBC's right under the A&R Exchange Agreement to exchange shares of common stock of the Issuer for shares of non-voting stock of the Issuer will expire on the earliest to occur of (i) September 19, 2026 (or such later date as agreed between SMBC and the Issuer), (ii) the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated and (iii) the date on which an aggregate of 14,132,500 shares of common stock of the Issuer have (following September 19, 2025) been exchanged for either shares of non-voting common stock of the Issuer or shares of non-voting series B-1 preferred stock of Issuer pursuant to the A&R Exchange Agreement.

3. The reported securities are held directly by SMBC, a wholly-owned subsidiary of the Reporting Person.

4. 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	07/13/2026
	** 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).
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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)