Jefferies offers high-yield contingent coupon securities due 2029

Rhea-AI Filing Summary

Jefferies Financial Group Inc. is offering Market Linked Securities that pay a high contingent income but expose investors to significant downside risk. The $1,000-denomination notes are linked to the worst performer among three sector ETFs—the Utilities Select Sector SPDR Fund, SPDR S&P Regional Banking ETF and SPDR S&P Biotech ETF—and mature on 19 July 2029.

Income mechanics: A monthly coupon of at least 13.40 % per annum is paid only when the lowest-performing ETF closes at or above 70 % of its starting price on the relevant calculation day. Coupons are forfeited in any month the condition is not satisfied.

Automatic call: From January 2026, if on any quarterly observation (Jan/Apr/Jul/Oct) the worst ETF closes at or above its starting price, the note is redeemed early at par plus the final coupon, capping further upside.

Principal risk: If the securities reach final maturity without being called and the worst ETF ends below 70 % of its starting level, repayment is reduced proportionally; investors could lose more than 30 % and up to all principal.

• Estimated initial value: about $949.60, roughly 5 % below the $1,000 offering price, reflecting structuring and distribution costs up to 2.325 %.
• Notes will not be exchange-listed; secondary market liquidity and pricing are uncertain.
• Credit exposure rests solely with Jefferies Financial Group Inc.; JFSI acts as calculation agent.

The securities may appeal to income-oriented investors comfortable with sector concentration, issuer credit risk and full downside participation.

Positive

• Contingent coupon rate of at least 13.40 % per annum provides attractive income potential.
• Quarterly automatic call offers the possibility of early return of capital plus coupon if the lowest ETF recovers to its starting price.

Negative

• Full downside exposure below the 70 % threshold can lead to loss of more than 30 % and up to 100 % of principal.
• Estimated fair value of $949.60 is about 5 % below the $1,000 offer price, indicating an immediate structural premium to investors.
• No exchange listing and bespoke CUSIP may result in limited secondary market liquidity and uncertain exit pricing.
• Unsecured credit exposure to Jefferies Financial Group Inc. adds issuer risk independent of ETF performance.

Insights

Structured Products Analyst

TL;DR: High 13.4 % coupon offsets neither full downside below 70 % nor credit and liquidity risks; overall risk-reward is balanced.

The instrument offers a headline yield far above investment-grade debt, generated by selling deep out-of-the-money put options on three volatile sector ETFs. Quarterly auto-call improves IRR if markets rally, but also truncates upside to coupon payments. The 70 % barrier means investors absorb the first 30 % of any loss and all additional downside thereafter, effectively converting the note to an unsecured, high-yield credit position on JEF combined with worst-of performance risk. With an estimated fair value of $949.60, buyers pay a 5 % premium for marketing and distribution. Lack of listing and a bespoke CUSIP further reduce exit flexibility. Suitable only for sophisticated investors who fully understand option-linked payoffs.

Risk Analyst

TL;DR: Concentrated sector exposure and worst-of structure amplify loss potential; risk profile skews negative.

Utilities, regional banks and biotech each carry idiosyncratic regulatory and macro sensitivities. Correlation spikes in stress scenarios could trigger coupon lapses and principal loss simultaneously. Investors also face Jefferies senior credit risk; any deterioration in the issuer’s creditworthiness would depress secondary prices. The 5 % difference between issue price and model value, plus a potential liquidity discount, compounds downside. Given these factors, the note should be viewed closer to high-yield credit with embedded worst-of equity exposure rather than a fixed-income substitute.

Filed Pursuant to Rule 433
Registration Statement No. 333- 271881

Jefferies Financial Group Inc.

Market Linked Securities

Market Linked Securities— Auto-Callable with Contingent Coupon and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Utilities Select Sector SPDR^® Fund, the SPDR^® S&P Regional Banking ETF and the SPDR^® S&P Biotech ETF due July 19, 2029

Term Sheet to Preliminary Pricing Supplement dated July 9, 2025

Summary of Terms

	Issuer:		Jefferies Financial Group Inc.
	Market Measures:		Utilities Select Sector SPDR® Fund, SPDR® S&P Regional Banking ETF and SPDR® S&P Biotech ETF (each a “Market Measure,” and collectively the “Market Measures”).
	Pricing Date*:		July 16, 2025
	Issue Date*:		July 21, 2025
	Face Amount and Original Offering Price:		$1,000 per security
	Contingent Coupon Payments:		On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the contingent coupon rate if, and only if, the closing price of the lowest performing Market Measure on the related calculation day is greater than or equal to its threshold price. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/12.
	Contingent Coupon Payment Dates:		Monthly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date.
	Contingent Coupon Rate”		At least 13.40% per annum, to be determined on the pricing date.
	Automatic Call:		If the closing price of the lowest performing Market Measure on any of the calculation days occurring in January, April, July and October from January 2026 to April 2029, inclusive, is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security equal to the face amount plus a final contingent coupon payment.
	Calculation Days*:		Monthly, on the 16th day of each month, commencing August 2025 and ending June 2029, and on July 16, 2029 (the “final calculation day”)
	Call Settlement Date:		Three business days after the applicable calculation day.
	Performance Factor:		With respect to a Market Measure on any calculation day, its fund closing price on such calculation day divided by its starting price (expressed as a percentage).
	Maturity Payment Amount (per security):		• if the ending price of the lowest performing Market Measure on the final calculation day is greater than or equal to its threshold price: $1,000; or • if the ending price of the lowest performing Market Measure on the final calculation day is less than its threshold price:   $1,000 × performance factor of the lowest performing Market Measure
	Lowest Performing Market Measure:		For any calculation day, the lowest performing Market Measure will be the Market Measure with the lowest performance factor on that calculation day.
	Stated Maturity Date*:		July 19, 2029
	Starting Price:		For each Market Measure, its fund closing price on the pricing date
	Ending Price:		For each Market Measure, its fund closing price on the final calculation day
	Threshold Price:		For each Market Measure, 70% of its starting price

*subject to change

** In addition, selected dealers may receive a fee of up to 0.30% for marketing and other services

Summary of Terms (continued)

	Calculation Agent:		Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
	Denominations:		$1,000 and any integral multiple of $1,000
	Agents Discount**:		Up to 2.325%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 1.75% and WFS may pay 0.075% of the agent’s discount to WFA as a distribution expense fee
	CUSIP:		47233YKT1
	Material Tax Consequences:		See the preliminary pricing supplement.

Hypothetical Payout Profile (Maturity Payment Amount)

If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing Market Measure on the final calculation day is less than its threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any Market Measure, but you will have full downside exposure to the lowest performing Market Measure on the final calculation day if the ending price of that Market Measure is less than the threshold price.

We estimate that the value of each security on the pricing date will be approximately $949.60, or within $30.00 of that estimate.  See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for more information.

Preliminary Pricing Supplement: https://www.sec.gov/Archives/edgar/data/96223/000114036125025323/ef20051744_424b5.htm

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities.  See “Selected Risk Considerations” in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.

This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.

Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.

NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY

Selected Risk Considerations

The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the accompanying product supplement. Please review those risk disclosures carefully.

• If The Securities Are Not Automatically Called Prior To Stated Maturity, You May Lose Some Or All Of The Face Amount Of Your Securities At Stated Maturity.

• The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Contingent Coupon Payment Dates, Or Even Throughout The Entire Term Of The Securities.

• The Securities Are Subject To The Full Risks Of Each Market Measure And Will Be Negatively Affected If Any Market Measure Performs Poorly, Even If The Other Market Measures Perform Favorably.

• Your Return On The Securities Will Depend Solely On The Performance Of The Market Measure That Is The Lowest Performing Market Measure On Each Calculation Day, And You Will Not Benefit In Any Way From The Performance Of The Better Performing Market Measures.

• You Will Be Subject To Risks Resulting From The Relationship Among The Market Measures.

• You May Be Fully Exposed To The Decline In The Lowest Performing Market Measure On The Final Calculation Day From Its Starting Price, But Will Not Participate In Any Positive Performance Of Any Market Measure.

• Higher Contingent Coupon Rates Are Associated With Greater Risk.

• The Securities Are Subject To A Potential Automatic Call, Which Would Limit Your Ability To Receive Further Payment On The Securities.

• A Contingent Coupon Payment Date, A Call Settlement Date Or The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.

• The Tax Consequences Of An Investment In Your Securities Are Uncertain.

• Your Notes may be subject to the constructive ownership rules.

• The Securities Are Subject To Our Credit Risk.

• The Estimated Value Of The Securities On The Pricing Date, Based On Jefferies LLC Proprietary Pricing Models At That Time And Our Internal Funding Rate, Will Be Less Than The Original Offering Price.

• The Estimated Value Of The Securities Was Determined For Us By Our Subsidiary Using Proprietary Pricing Models.

• The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate.

• The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS, Jefferies LLC Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

• The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

• The Securities Will Not Be Listed On Any Securities Exchange And The Issuer Does Not Expect A Trading Market For The Securities To Develop.

• Any Payments On The Securities And Whether The Securities Are Automatically Called Will Depend Upon The Performance Of Each Market Measure And Therefore The Securities Are Subject To The Risks Associated With The Market Measures, As Discussed In The Accompanying Pricing Supplement and Product Supplement.

• The Stocks Held By The Market Measures Are Concentrated In A Few Sectors.

• Adverse Conditions In The Utilities Sector May Reduce Your Return On The Securities.

• The Securities Are Subject To Risks Associated With The Banking Industry.

• Adverse Conditions In The Biotechnology Sector May Reduce Your Return On The Securities.

• Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents that the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any agent or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Jefferies LLC.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.

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FAQ

What contingent coupon rate do JEF Market Linked Securities pay?

They offer a minimum 13.40 % per-annum contingent coupon, paid monthly only if the worst-performing ETF is at or above 70 % of its starting price.

When can the JEF auto-callable notes be redeemed early?

Starting in January 2026, on any January, April, July or October calculation day the notes auto-call if the worst ETF closes at or above its starting level.

How much principal protection do investors have in these JEF securities?

There is no full principal protection; if at final valuation the worst ETF is below 70 % of its start level, repayment is reduced proportionally, potentially to zero.

What is the maturity date of Jefferies’ contingent coupon notes?

The stated maturity date is 19 July 2029, unless the notes are called earlier.

What is the estimated initial value compared with the face amount?

Jefferies estimates the fair value at approximately $949.60, about 5 % below the $1,000 face amount.

Are the JEF structured notes listed on an exchange?

No. The securities will not be listed, and the issuer does not expect an active secondary market to develop.