Jefferies Financial Group Issues $1.498 Million Autocallable Notes Linked to Four Regional Bank Stocks

Structure and Terms of the Autocallable Notes

Jefferies Financial Group has structured these notes with several distinct payment mechanisms designed to provide income to investors through quarterly observations. The notes will pay contingent coupon payments with memory on applicable coupon payment dates, calculated as the product of $30.00 per coupon period multiplied by the cumulative number of coupon observation dates that have occurred, minus any coupon payments already distributed. This memory feature ensures investors receive accumulated coupon amounts if they have been skipped during prior periods when the worst-performing underlying failed to meet the coupon barrier threshold. The coupon barrier has been established at 70 percent of each underlying stock's initial value: $40.01 for Fifth Third Bancorp, $21.46 for Regions Financial, $14.97 for Banc of California, and $174.48 for PNC Financial Services.

The autocallable feature represents a significant characteristic of these notes, as they will be automatically redeemed early if the worst-performing underlying stock reaches or exceeds its call value at any call observation date beginning approximately three months after the pricing date. The call values are set at 100 percent of each underlying's initial value: $57.15 for FITB, $30.66 for RF, $21.38 for BANC, and $249.26 for PNC. If the notes are called, investors receive the stated principal amount plus any accrued contingent coupon payment otherwise due on that call payment date, with no further amounts payable. This early redemption feature means the investment exposure may be terminated well before the scheduled maturity date if underlying stock prices perform favorably.

Initial Valuation and Pricing Details

The disclosure states that the initial values for the four underlying stocks were established as follows: Fifth Third Bancorp at $57.15 per share, Regions Financial at $30.66 per share, Banc of California at $21.38 per share, and PNC Financial Services at $249.26 per share. These initial values were locked in on the pricing date of July 23, 2026, and serve as the reference point for all subsequent barrier and threshold calculations throughout the life of the notes. The estimated value of each note on the pricing date was $964.90, reflecting a discount to the $1,000 stated principal amount that accounts for the issuer's credit spread and the embedded derivatives within the structured product.

The public offering price was established at 100 percent of par value, or $1,000 per note, with underwriting discounts and commissions of 3.875 percent totaling $58,047.50 across the $1.498 million aggregate principal amount. Jefferies Financial Group received proceeds of $1,439,952.50 before expenses, representing 96.125 percent of the offering amount. The notes are issued in book-entry form only and will be delivered through The Depository Trust Company. The CUSIP number assigned to the notes is 47234KBL7, with corresponding ISIN US47234KBL70, enabling standardized identification in securities trading systems.

Payment at Maturity and Downside Risk Exposure

At maturity on July 28, 2032, the payment investors receive depends critically on the final value of the worst-performing underlying compared to its threshold value. The threshold values are set at 60 percent of each underlying's initial value: $34.29 for FITB, $18.40 for RF, $12.83 for BANC, and $149.56 for PNC. If the final value of the worst-performing underlying equals or exceeds its threshold value, investors will receive full return of the stated principal amount of $1,000 per note. However, if the final value falls below the threshold value, the payment at maturity will be reduced based on a formula documented in the accompanying product supplement.

In the worst-case scenario, if the worst-performing underlying stock experiences significant decline by the valuation date, investors could lose some or a significant portion of their initial investment. The disclosure explicitly states that in scenarios where the final value is below the threshold, "the Payment at Maturity will be less than the Stated Principal Amount and you could lose some or all of your investment." Additionally, the maturity payment will include the final contingent coupon payment if the observation value of the worst-performing underlying on the final coupon observation date is greater than or equal to its coupon barrier. This dual-outcome structure means the notes function essentially as leveraged bearish bets on the worst-performing of the four regional bank stocks, with capped upside through the autocall feature and substantial downside exposure if stock prices decline significantly.

Underlying Assets and Worst-Performer Mechanism

The notes are linked to the common stock of four regional financial institutions: Fifth Third Bancorp trading on Nasdaq under symbol FITB, Regions Financial Corporation on NYSE under RF, Banc of California Inc. on NYSE under BANC, and The PNC Financial Services Group on NYSE under PNC. The worst-performing underlying is determined as the stock with the lowest observation value or final value compared to its initial value on any given observation date or at maturity. This construction means that even if three of the four underlying stocks perform well, the notes' returns will be determined entirely by the single worst performer, creating concentrated downside risk if any one of the four regional banks experiences financial distress or market decline.

The observation value for each underlying is calculated by taking the share closing price multiplied by an adjustment factor on the applicable coupon or call observation date. The final value follows the same methodology but uses the closing price on the valuation date of July 23, 2032. The adjustment factor is initially set at 1.0 for each underlying but is subject to adjustment for certain corporate events affecting the underlying stocks, such as stock splits, dividends, or other capital adjustments. This antidilution feature is designed to preserve the economic intent of the notes despite ordinary corporate actions affecting the referenced securities.

Credit Risk and Unsecured Obligation Status

The disclosure emphasizes that all payments on these notes are subject to the credit risk of Jefferies Financial Group Inc. If Jefferies defaults on its obligations under the notes, investors could lose some or a significant portion of their investment. Importantly, the notes are senior unsecured obligations that do not have any security interest in, or access to, any of the underlying securities. This means investors have no claim on the four regional bank stocks themselves; they have only a contractual claim against Jefferies Financial Group for payment. In the event of Jefferies' financial distress or insolvency, holders of these notes would rank equally with other senior unsecured indebtedness but would have no priority claim on company assets compared to other senior creditors.

The absence of collateral backing creates a two-layer risk structure for investors: the performance risk tied to the worst-performing underlying stock, and the credit risk tied to Jefferies Financial Group's ability to pay. Even if the worst-performing underlying stock performs well and would otherwise trigger a payment, if Jefferies lacks the financial capacity to make that payment, investors might recover only a portion of what the notes' structure would otherwise promise. This credit dependency distinguishes these notes from direct stock ownership, where investors have equity claims on the underlying companies rather than unsecured claims against a separately capitalized issuer.

Contingent Coupon with Memory Feature

The memory feature embedded in the contingent coupon structure is designed to provide investors with cumulative coupon protection even during periods when the worst-performing underlying fails to meet the coupon barrier. If on any quarterly coupon observation date the worst-performing underlying's observation value falls below its coupon barrier of 70 percent of initial value, no coupon payment is made that quarter. However, the memory feature does not allow coupons to be permanently lost; rather, they accumulate and become payable in future periods if the worst-performing underlying subsequently recovers above the barrier. The contingent coupon payment formula calculates the total payment as the product of $30.00 per observation period times the total number of observation dates that have occurred up to and including the relevant payment date, minus all previously paid contingent coupon amounts.

This structure creates a scenario where an investor who experiences several consecutive quarters of non-payment due to barrier breaches could receive a significantly larger coupon payment once the barrier is restored. For example, if coupons are skipped for four consecutive quarters and then the barrier is exceeded in the fifth quarter, the payment in quarter five would include accumulated amounts from the skipped quarters plus the current period, adjusted for amounts already paid. The disclosure indicates that coupon observation dates and payment dates are quarterly beginning October 23, 2026, and that these dates are subject to postponement under certain circumstances as described in the accompanying product supplement, which is not reproduced in this pricing disclosure.

Distribution, Agency Roles, and Regulatory Framework

Jefferies LLC, a wholly-owned subsidiary of Jefferies Financial Group, is serving as the agent for this offering and will participate in the distribution of the notes. Jefferies LLC is a member of FINRA and therefore this offering is subject to FINRA Rule 5121 relating to conflicts of interest, as the broker-dealer is both the underwriter of the notes and a subsidiary of the issuer. The offering will be conducted in accordance with FINRA Rule 5121 requirements designed to mitigate this inherent conflict. The Calculation Agent for the notes is Jefferies Financial Services Inc., also a wholly-owned subsidiary of Jefferies Financial Group, responsible for computing observation values, final values, and payment amounts based on the formulas specified in the note terms.

The Trustee for the notes is The Bank of New York Mellon, serving the traditional trustee function of overseeing Jefferies' obligations to noteholders. The notes are issued as part of Jefferies Financial Group's Series A Global Medium-Term Notes program under SEC Registration Number 333-295759. This registration statement framework, supplemented by the product supplement dated May 11, 2026, the prospectus supplement dated May 11, 2026, and the base prospectus dated May 11, 2026, all modified by this pricing supplement, constitutes the complete disclosure document for the offering. The filing states that the SEC and state securities commissions have neither approved nor disapproved the securities, and any representation to the contrary would constitute a criminal offense.

General Corporate Purposes and Note Characteristics

Jefferies Financial Group indicated that proceeds from the offering, totaling $1,439,952.50 before expenses, will be used for general corporate purposes. The notes will not be listed on any securities exchange, though they will be traded in the over-the-counter market through authorized dealers. The specific use of proceeds for general corporate purposes means investors will not have visibility into which particular business initiatives or capital expenditures will be funded by this offering. The notes have a stated principal amount of $1,000 per note, with a maturity date of July 28, 2032, approximately six years from the original issue date of July 28, 2026.

These notes represent a complex financial instrument requiring investors to understand multiple layers of risk and payoff mechanics. The combination of the autocallable feature, which may terminate the investment early if underlying stocks perform well, the contingent coupon with memory that only pays if barrier levels are maintained, and the downside participation if the worst-performing underlying declines below 60 percent of initial value, creates a non-linear payoff profile significantly different from direct stock ownership or traditional bonds. The notes are denominated in U.S. dollars and settled through book-entry form, eliminating the need for physical security certificates and enabling electronic trading through standard clearing mechanisms.