Jefferies Financial Group Issues Senior Autocallable Barrier Notes Linked to Three Major U.S. Stock Market Indices

Structure and Core Terms of the Autocallable Notes

Jefferies Financial Group's Senior Autocallable Barrier Notes represent a structured debt offering with specific terms designed to provide investors with defined return opportunities and early redemption possibilities. The notes are issued as part of the company's Series A Global Medium-Term Notes program and have been filed pursuant to Rule 424(b)(2) with Registration No. 333-295759. Each note has a stated principal amount of $1,000 and is issued at 100% of par value, though the estimated value on the pricing date is approximately $949.40 per note, or within $30.00 of that estimate, according to the disclosure.

The notes are senior unsecured obligations of Jefferies Financial Group Inc., meaning they rank equally with the company's other senior unsecured indebtedness but are not backed by any specific collateral or security interest. The disclosure emphasizes that all payments are subject to Jefferies' credit risk, and in the event of default, investors could lose some or a significant portion of their investment. The notes will be delivered in book-entry form only through The Depository Trust Company on or about August 5, 2026.

Autocall Feature and Call Observation Schedule

The autocallable feature represents the central mechanism by which investors may receive early redemption of their notes prior to the stated maturity date of August 5, 2031. The disclosure indicates that call observation dates occur quarterly beginning on July 31, 2028, approximately two years after the pricing date of July 31, 2026. If the observation value of the worst-performing underlying index on any call observation date equals or exceeds its call value—defined as 100% of its initial value—the notes will be automatically called.

Upon automatic call, investors will receive a call payment equal to the stated principal amount plus the applicable call premium on the designated call payment date. The call premium applicable to each observation date reflects a return of approximately 10.60% per annum and is identified in the disclosure as a "snowball coupon" mechanism, under which the premium accumulates and increases over successive observation dates. The call observation dates are subject to postponement as described in the accompanying product supplement, and any postponement of a call observation date will trigger a corresponding postponement of the related call payment date.

Underlying Indices and Worst-Performing Mechanics

The notes are linked to the worst-performing of three major U.S. equity indices: the Dow Jones Industrial Average (INDU), the Russell 2000 Index (RTY), and the S&P 500 Index (SPX). The "worst-performing underlying" is defined as the index with the lowest observation value or final value, as applicable, compared to its initial value. The initial value for each underlying is determined by the index closing value on the pricing date of July 31, 2026, and this baseline is used to calculate all subsequent percentage changes for purposes of the call feature and maturity payment calculations.

By linking the notes to the worst-performing index rather than a single index or an equally weighted basket, the structure creates a more conservative outcome for investors seeking upside participation. If any single index declines relative to the others, that index becomes the measurement point for determining call and maturity payments. The observation value is the index closing value on each call observation date, while the final value is the index closing value on the valuation date of July 31, 2031, which is also the final call observation date and subject to postponement as described in the product supplement.

Maturity Payment and Threshold Value Provisions

The disclosure establishes two distinct payment scenarios at maturity depending on the final value of the worst-performing underlying relative to a threshold value. If the notes are not called prior to maturity and the final value of the worst-performing underlying is greater than or equal to its threshold value—set at 60% of its initial value—investors will receive a payment at maturity equal to the stated principal amount of $1,000 per note. This scenario ensures full recovery of principal in the event the worst-performing index does not decline by more than 40% from its initial value on the pricing date.

However, if the final value of the worst-performing underlying falls below the threshold value of 60% of initial value, the payment at maturity will be less than the stated principal amount. In this scenario, the payment at maturity will be calculated based on the specific formula outlined in the pricing supplement, and investors could lose some or all of their investment. This downside feature creates the principal risk embedded in the notes and represents the trade-off investors accept in exchange for the quarterly autocall opportunity and the 10.60% per annum call premium if the notes are called early.

Estimated Valuation and Pricing Framework

The company disclosed that the estimated value on the pricing date is approximately $949.40 per note, or within $30.00 of that estimate, despite the public offering price of 100% or $1,000 per note. This indicates that the initial estimated fair value of the structured product incorporates the cost of the embedded options and hedging costs associated with the autocall feature and the downside protection mechanism. The difference between the public offering price and the estimated value reflects the underwriting discounts, commissions, and structuring fees charged in connection with the offering.

The pricing supplement is dated July 20, 2026, subject to completion, and the actual pricing date is scheduled for July 31, 2026, with the original issue date three business days later on August 5, 2026. The notes are assigned CUSIP number 47234KBJ2 and ISIN US47234KBJ25 for tracking and settlement purposes. Investors are directed to read the pricing supplement in conjunction with the product supplement, prospectus supplement, and prospectus before making an investment decision.

Underwriting Discounts, Commissions, and Structuring Fees

The disclosure reveals the compensation structure for intermediaries involved in the distribution of the notes. Jefferies LLC, the wholly-owned broker-dealer subsidiary of Jefferies Financial Group Inc., will participate in the distribution of the notes and is subject to FINRA Rule 5121 relating to conflicts of interest. The filing states that Jefferies or Jefferies LLC will pay various discounts and commissions to dealers of up to 3.00% per note depending on market conditions, with specific details provided in the supplemental plan of distribution.

Additionally, an affiliate of the issuer will pay a structuring fee of up to $7.00 per note in connection with the distribution of the notes to other registered broker-dealers. These compensation arrangements are disclosed in footnotes to the pricing table and reflect standard market practices for structured note offerings. The exact underwriting discounts and commissions, as well as the proceeds to Jefferies Financial Group Inc. before expenses, are left blank in the preliminary pricing supplement and will be completed at the time of final pricing.

Risk Factors and Credit Considerations

The disclosure explicitly warns investors that the notes are subject to Jefferies Financial Group's credit risk, and in the event of default, investors could lose some or a significant portion of their investment. The notes are senior unsecured obligations, meaning they are not backed by any collateral or security interest in any underlying asset or security. The filing directs investors to the "Risk Factors" section beginning on page PS-5 for a detailed discussion of risks associated with the investment.

Furthermore, the pricing supplement emphasizes that investors should not assume information contained in the document is accurate at any date later than July 20, 2026, the date on the front of the pricing supplement. The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, and neither entity has determined whether the pricing supplement or accompanying documents are truthful or complete. Investors are cautioned to rely only on information contained in or incorporated by reference in the pricing supplement and related documents.

Use of Proceeds and General Corporate Purposes

Jefferies Financial Group Inc. disclosed that the proceeds from the sale of the notes will be used for general corporate purposes. The company did not specify particular uses such as debt repayment, acquisitions, capital expenditures, or working capital needs. This broad characterization of use of proceeds is typical for corporate debt offerings and provides the company with operational flexibility to deploy the capital across its business operations as management deems appropriate.

The offering is being conducted as part of the company's existing Series A Global Medium-Term Notes program, indicating this is a routine capital-raising activity within an established framework for issuing structured debt products. The program allows Jefferies to issue multiple tranches of notes with varying underlyings, terms, and maturity dates to meet investor demand for structured equity-linked products.

Calculation Agent and Trustee Responsibilities

The disclosure identifies Jefferies Financial Services, Inc., a wholly owned subsidiary of Jefferies Financial Group Inc., as the calculation agent responsible for determining observation values, final values, and other calculations required under the terms of the notes. The Bank of New York Mellon serves as trustee and has responsibility for managing the trust arrangement and ensuring compliance with the terms of the notes on behalf of note holders. These administrative roles are standard for structured debt offerings and ensure independent verification and calculation of values affecting note holders' economic interests.

The roles of the calculation agent and trustee underscore the interconnected nature of Jefferies' subsidiaries in the offering structure, with Jefferies Financial Group serving as issuer, Jefferies LLC as underwriter and distribution agent, and Jefferies Financial Services providing calculation services. The Bank of New York Mellon's appointment as trustee provides an independent third party to oversee trustee obligations and protect note holder interests under the trust indenture governing the notes.

Forward-Looking Statements and Disclosure Framework

The pricing supplement contains a special note regarding forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The disclosure states that forward-looking statements contained in the pricing supplement and accompanying documents represent only the company's belief as of the date such statements are made and are not statements of historical fact. The filing acknowledges that various factors, many beyond the company's control, could affect operations, performance, business strategy, and results.

This forward-looking statement disclaimer is a standard protective provision that allows companies to discuss expectations and plans without creating specific guarantees or representations that could expose them to liability if actual results differ. Investors should interpret any future-oriented language in the disclosure as reflecting management's current expectations rather than firm commitments, and should recognize that actual outcomes may differ materially from stated expectations.