Sumitomo Mitsui (NYSE: JEF partner) converts 9.25M Jefferies shares to non-voting stock

Rhea-AI Filing Summary

Jefferies Financial Group Inc. reported an insider transaction involving its strategic partner Sumitomo Mitsui Financial Group, Inc. via its subsidiary Sumitomo Mitsui Banking Corporation (SMBC). SMBC exercised its contractual exchange right to receive 9,247,081 shares of non-voting common stock.

The filing also shows a corresponding change in SMBC’s indirect common stock position, with 9,247,081 shares of common stock reported with zero shares outstanding after the transaction, reflecting the exchange mechanics under the Amended and Restated Exchange Agreement.

SMBC’s exchange right, linked to a business alliance, covers up to an aggregate 14,132,500 shares of common stock and is scheduled to expire on September 19, 2026 (subject to extension by mutual agreement). The securities are held directly by SMBC, and the reporting person disclaims beneficial ownership except for its pecuniary interest.

Insights

Equity structure analyst

SMBC converted Jefferies common into non-voting shares under a pre-existing exchange agreement.

The filing shows Sumitomo Mitsui Banking Corporation, a subsidiary of Sumitomo Mitsui Financial Group, exchanging 9,247,081 Jefferies common shares into the same number of non-voting common shares. Code M and the footnotes indicate an exercise of a contractual exchange right, not an open-market trade.

This is an internal reclassification between voting and non-voting equity tied to their business alliance, rather than a buy or sell transaction. The exchange occurs under an Amended and Restated Exchange Agreement, with an aggregate cap of 14,132,500 shares and an expiry on September 19, 2026, so future reclassifications remain possible within that limit.

Because the derivativeSummary is empty and the transactionSummary shows a neutral net buy/sell direction, the event primarily affects the mix of voting versus non-voting shares held by SMBC, rather than signaling a change in Jefferies ownership level or market sentiment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SUMITOMO MITSUI FINANCIAL GROUP, INC.

Role null

Type	Security	Shares	Price	Value
Exercise	Common Stock	9,247,081	$0.00	--
Exercise	Non-Voting Common Stock	9,247,081	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnotes); Non-Voting Common Stock — 9,247,081 shares (Indirect, See footnotes)

Footnotes (1)

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. 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. The reported securities are held directly by SMBC, a 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

Non-voting shares acquired: 9,247,081 shares Common shares exchanged: 9,247,081 shares Aggregate exchange cap: 14,132,500 shares +2 more

5 metrics

Non-voting shares acquired 9,247,081 shares Non-voting common stock held indirectly after April 27, 2026 exchange

Common shares exchanged 9,247,081 shares Common stock position reported with zero shares following the transaction

Aggregate exchange cap 14,132,500 shares Maximum Jefferies common shares exchangable under the A&R Exchange Agreement

Exchange right expiry September 19, 2026 Earliest scheduled expiration of SMBC’s exchange right, subject to extension

Net buy/sell direction Neutral transactionSummary shows zero net buy or sell shares

Key Terms

Amended and Restated Exchange Agreement, non-voting common stock, business alliance, pecuniary interest

4 terms

Amended and Restated Exchange Agreement financial

"Pursuant to the terms of that certain Amended and Restated Exchange Agreement, dated as of September 19, 2025"

non-voting common stock financial

"SMBC has the right to exchange its shares of common stock of the Issuer for shares of non-voting common stock"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

business alliance financial

"the date on which a certain business alliance between the Reporting Person and its affiliates and the Issuer and its affiliates is terminated"

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein."

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)
04/27/2026

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	04/27/2026		M(1)(2)		9,247,081	D	(1)(2)	0	I	See footnotes(3)(4)
Non-Voting Common Stock	04/27/2026		M(1)(2)		9,247,081	A	(1)(2)	9,247,081	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.

	By: /s/ Takashi Morita, Name: Takashi Morita, Title: Executive Officer, General Manager, Investment Banking Strategy Office	04/29/2026
	** 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 did Sumitomo Mitsui do in this Jefferies (JEF) Form 4 filing?

Sumitomo Mitsui Banking Corporation exercised an exchange right to receive 9,247,081 shares of Jefferies non-voting common stock. The same number of common shares is shown with zero remaining, indicating a reclassification under an Amended and Restated Exchange Agreement, not an open-market purchase or sale.

How many Jefferies (JEF) shares were affected in the Sumitomo Mitsui exchange?

The filing reports 9,247,081 shares of Jefferies non-voting common stock acquired indirectly by SMBC. A corresponding 9,247,081 shares of common stock are reported with zero shares following the transaction, reflecting a one-for-one exchange mechanics under the contractual agreement between the parties.

What is the Amended and Restated Exchange Agreement mentioned for Jefferies (JEF)?

The Amended and Restated Exchange Agreement allows SMBC to exchange Jefferies common stock for non-voting common stock on a one-for-one basis. It includes customary adjustment provisions and is tied to a broader business alliance between Sumitomo Mitsui Financial Group and Jefferies and their respective affiliates.

When does Sumitomo Mitsui’s Jefferies (JEF) exchange right expire?

SMBC’s right to exchange Jefferies common stock for non-voting common stock expires on the earliest of September 19, 2026, termination of a specified business alliance, or once 14,132,500 shares have been exchanged. The agreement also permits a later expiry date if both parties agree.

Does Sumitomo Mitsui Financial Group claim full beneficial ownership of these Jefferies (JEF) shares?

The filing states the reported securities are held directly by Sumitomo Mitsui Banking Corporation, a wholly owned subsidiary. Sumitomo Mitsui Financial Group disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest, which is a standard legal clarification in such filings.

Is this Jefferies (JEF) Form 4 a buy or sell signal by Sumitomo Mitsui?

The transactions are coded as derivative exercises/conversions, not open-market buys or sells. The net buy/sell direction is neutral, and the change reflects an exchange of voting common stock into non-voting common stock under a pre-agreed contract rather than a discretionary trading decision.