JEF 10%+ Auto-Callable Notes: 25% Buffer, Linked to SPX/RUT/ESTX50

Jefferies Financial Group Inc. (JEF) is marketing Auto-Callable Market Linked Securities that combine a contingent quarterly coupon with exposure to the worst performer among the S&P 500, Russell 2000 and EURO STOXX 50 indices.

Rhea-AI Filing Summary

Jefferies Financial Group Inc. (JEF) is marketing Auto-Callable Market Linked Securities that combine a contingent quarterly coupon with exposure to the worst performer among the S&P 500, Russell 2000 and EURO STOXX 50 indices. The notes, offered at $1,000 face value and scheduled to price on 30 June 2025, mature on 6 July 2029 unless automatically called earlier.

Key economic terms include:

• Contingent coupon: ≥10.00% p.a., paid quarterly only if the lowest-performing index is ≥75 % of its start level on the relevant calculation day.
• Automatic call feature: From Dec-2025 to Apr-2029, the notes are redeemed at par plus coupon if the lowest index closes ≥ its start level on any quarterly observation date.
• Principal at risk: If not called and the worst index closes <75 % of its start level at final valuation, repayment equals par × index performance, exposing investors to full downside below the 25 % buffer.
• Estimated value: Jefferies values each note at roughly $959 on the pricing date, about 4 % below the offer price; agent discount up to 2.325 %.
• Credit & liquidity: The securities are senior unsecured obligations of JEF; they will not be listed, and secondary liquidity is expected to be limited.

Highlighted risks include the possibility of receiving no coupons, loss of some or all principal, reliance on Jefferies’ credit, model-based pricing that starts below par, exposure to small-cap and non-U.S. equities, and tax uncertainty. Investors should consult the full preliminary pricing supplement and risk factors before committing capital.

Positive

• High contingent coupon rate (≥10% p.a.) offers above-market yield potential if index levels remain resilient.
• Automatic call feature could return principal early, improving annualized return if equity markets stay strong.

Negative

• Principal at risk below 75 % barrier; investors could lose >25 % and up to 100 % of capital at maturity.
• No guaranteed income; coupons paid only when worst index meets threshold, potentially resulting in zero cash flow for full term.
• Estimated value ($959) below issue price indicates an immediate mark-to-market discount and embedded fees.
• Illiquidity risk; notes will not be listed and secondary market making is discretionary, limiting exit options.
• Unsecured credit exposure to Jefferies; deterioration in issuer credit could impair both price and payment ability.

Insights

Structured Products Analyst

TL;DR: High-coupon auto-call note offers yield but embeds significant market and credit risk; economically neutral for JEF, complex for buyers.

The product provides Jefferies with relatively inexpensive term funding while transferring index and volatility risk to retail investors. A ≥10 % coupon appears attractive, yet it is conditional and may never be paid if any index underperforms. The 75 % soft barrier affords only limited protection; a 30 % drop in the weakest index would translate into a 30 % capital loss at maturity. The estimated value (≈ 95.9 % of par) reveals a meaningful issuer spread, typical for such structured notes. From the issuer’s standpoint, the offering is routine and should not materially alter leverage or earnings. For investors, the asymmetric payoff, lack of upside participation, and non-listed nature require careful suitability analysis.

Portfolio Risk Analyst

TL;DR: Product skews risk toward investors—contingent coupons may mask high probability of uncompensated downside; liquidity and valuation risks are material.

Historical drawdowns show the Russell 2000 and EURO STOXX 50 can breach the 75 % threshold multiple times within a four-year span, threatening both coupon payments and principal. Because observation is quarterly, investors face path dependency: one bad print cancels a coupon, while recovery later does not recoup the forgone cash flow. Credit-spread widening on JEF could further depress secondary prices given the notes’ unsecured status and absence of exchange listing. The combined market, credit and valuation factors justify a conservative stance; risk-adjusted return may be inferior to traditional high-yield or diversified equity exposure.

FAQ

What is the contingent coupon rate for JEF's auto-callable notes?

The rate will be set at at least 10.00% per annum, payable quarterly only if the lowest performing index is ≥ its 75 % threshold on the observation date.

When can the JEF notes be automatically called?

From December 2025 through April 2029, any observation with the worst index at or above its starting level triggers redemption at par plus the coupon.

How much principal protection do investors have?

Investors have a 25 % soft buffer; if the worst index ends below 75 % of its start level at final valuation, principal repayment is reduced proportionally.

What is the estimated value versus the $1,000 offering price?

Jefferies estimates the fair value at approximately $959, about 4 % below the issue price, reflecting structuring costs and dealer compensation.

Are the notes listed on an exchange?

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

What indices determine performance for these notes?

Performance is linked to the S&P 500, Russell 2000, and EURO STOXX 50; the lowest performer governs coupons, calls and principal repayment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/20/2025 - 02:38 PM Learn about SEC filing dates

Filed Pursuant to Rule 433
Registration 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 S&P 500^® Index, the Russell 2000^® Index

and the EURO STOXX 50^® Index due July 6, 2029

Term Sheet to Preliminary Pricing Supplement dated June 20, 2025

Summary of Terms

	Issuer:		Jefferies Financial Group Inc.
	Market Measures:		S&P 500® Index, Russell 2000® Index and EURO STOXX 50® Index (each an “Index” and collectively the “Indices”)
	Pricing Date*:		June 30, 2025
	Issue Date*:		July 3, 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 level of the lowest performing Index on the related calculation day is greater than or equal to its threshold level. Each “contingent coupon payment,” if any, will be calculated per security as follows: ($1,000 × contingent coupon rate)/4.
	Contingent Coupon Payment Dates:		Quarterly, 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 10.00% per annum, to be determined on the pricing date.
	Automatic Call:		If the closing level of the lowest performing Index on any of the calculation days from December 2025 to April 2029, inclusive, is greater than or equal to its starting level, 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*:		Quarterly, on the 30th day of each March, June, September and December, commencing September 2025 and ending March 2029, and on July 2, 2029 (the “final calculation day”)
	Call Settlement Date:		Three business days after the applicable calculation day.
	Performance Factor:		With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level (expressed as a percentage).
	Maturity Payment Amount (per security):		• if the ending level of the lowest performing Index on the final calculation day is greater than or equal to its downside threshold level: $1,000; or • if the ending level of the lowest performing Index on the final calculation day is less than its downside threshold level: $1,000 × performance factor of the lowest performing Index
	Lowest Performing Index:		For any calculation day, the lowest performing Index will be the Index with the lowest performance factor on that calculation day.
	Stated Maturity Date*:		July 6, 2029
	Starting Level:		For each Index, its closing level on the pricing date
	Ending Level:		For each Index, its closing level on the final calculation day
	Threshold Level:		For each Index, 75% of its starting level
	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

Summary of Terms (continued)

	CUSIP:		47233YKA2
	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 level of the lowest performing Index on the final calculation day is less than its threshold level, you will lose more than 25%, 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 Index, but you will have full downside exposure to the lowest performing Index on the final calculation day if the ending level of that Index is less than the downside threshold level.

We estimate that the value of each security on the pricing date will be approximately $959.00, 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/96223/000114036125023072/ef20050799_424b2.htm

*subject to change

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

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 Index And Will Be Negatively Affected If Any Index Performs Poorly, Even If The Other Indices Perform Favorably.

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

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

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

• 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.

• 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 Index And Therefore The Securities Are Subject To The Risks Associated With The Indices, As Discussed In The Accompanying Pricing Supplement and Product Supplement.

• The Securities Are Subject To Risks Associated With Small-Size Capitalization Companies.

• An Investment In The Securities Is Subject To Risks Associated With Investing In Non-U.S. Companies.

• 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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