Jefferies Financial Group Issues Senior Callable Notes with 6.25% Interest Rate Due 2036

Terms and Structure of the Senior Notes Offering

Jefferies Financial Group disclosed that the senior fixed rate 10-year callable notes will mature on July 31, 2036, with an interest rate of 6.25% to be paid semi-annually. The notes are being offered at a public offering price of 100% of the principal amount, or $1,000 per note. The original issue date is scheduled for July 31, 2026, with the first interest accrual date also on July 31, 2026. Interest payments will be made on the last calendar day of each January and July, beginning January 31, 2027, using a 30/360 day-count convention under ISDA standards.

The filing states that all payments on the notes, including principal repayment and interest, are subject to the credit risk of Jefferies Financial Group Inc. The notes will constitute senior unsecured obligations of the issuer and will rank equally with other senior unsecured indebtedness. The securities will be issued in book-entry form only through The Depository Trust Company, with delivery scheduled for on or about July 31, 2026. The CUSIP number for the notes is 47233WNE5 and the ISIN is US47233WNE56.

Redemption Rights and Optional Redemption Dates

The disclosure indicates that Jefferies Financial Group retains the right to redeem the notes, in whole or in part, on each Optional Redemption Date beginning July 31, 2027. The company will have redemption rights on the last calendar day of each January and July thereafter, continuing through January 31, 2036. Upon redemption, the company will pay 100% of the stated principal amount per note plus accrued and unpaid interest through the date of redemption.

The filing specifies that if the company elects to exercise its redemption right, it must provide notice to note holders at least five business days before the scheduled redemption date. This redemption feature gives Jefferies Financial Group flexibility to refinance the debt if interest rates decline or if the company's financial circumstances improve. For investors, the callable nature of these securities means the notes could be redeemed prior to maturity, which limits upside potential if interest rates fall significantly.

Interest Payment Mechanics and Business Day Conventions

The filing explains that interest on the notes will accrue from and including the Original Issue Date of July 31, 2026 to, but excluding, the stated maturity date of July 31, 2036. Interest will be calculated using the 30/360 (ISDA) day-count convention, a standard methodology in the fixed income markets. This convention uses a standardized formula to determine the number of days in each interest payment period, with months treated as having 30 days and years as having 360 days, except in certain circumstances involving the last day of February.

The document specifies that if any Interest Payment Date, Optional Redemption Date, or the Maturity Date falls on a day that is not a New York business day, the payment will be postponed until the next succeeding business day. Importantly, the filing states that no additional interest will accrue on the notes as a result of such postponement, and no adjustment will be made to the length of the relevant interest payment period. This convention protects the company while providing investors with clarity regarding payment timing in the event of weekend or holiday conflicts.

Underwriting Arrangements and Distribution Conflict of Interest

The filing discloses that Jefferies LLC, a wholly-owned subsidiary of Jefferies Financial Group Inc., will serve as the agent for the offering and will participate in the distribution of the notes. Jefferies LLC is a member of FINRA and operates as a broker-dealer subsidiary of the issuer. Because of this relationship, the offering is subject to FINRA Rule 5121 relating to conflicts of interest and will be conducted in accordance with the requirements of that rule.

The pricing supplement notes that the underwriting discounts and commissions are subject to adjustment and may be forgone in certain circumstances. Specifically, Jefferies LLC may purchase the notes for sale to certain fee-based advisory accounts and may forgo some or all of their underwriting discounts and commissions. In such cases, the price for investors purchasing the notes in these fee-based advisory accounts will be reduced by an amount equal to the forgone underwriting discounts and commissions. The filing states that proceeds to Jefferies Financial Group before expenses will be presented in final pricing documents.

Use of Proceeds and General Corporate Purposes

According to the disclosure, Jefferies Financial Group intends to use the proceeds from this note offering for general corporate purposes. The filing does not specify particular investments, acquisitions, debt repayment, or other targeted uses for the capital raised. This language is typical for investment-grade corporate debt issuances and provides the company with maximum flexibility in deploying the capital in accordance with its strategic priorities at the time of receipt.

Investors relying on this offering should note that general corporate purposes can encompass a wide range of activities, including working capital needs, financing operations, refinancing existing debt, funding organic growth, or pursuing strategic opportunities that may arise. The absence of specific guidance on capital deployment means that the ultimate use of proceeds may differ from investor expectations depending on market conditions and business developments between the pricing date and the final closing of the offering.

Forward-Looking Statements and Risk Factors

The filing contains forward-looking statements as defined under the Securities Act of 1933 and the Securities Exchange Act of 1934. The company disclaims responsibility for the accuracy of forward-looking statements, noting that numerous factors beyond its control could cause actual results to differ materially from expectations. The filing identifies factors including financial market volatility, competitive actions, general economic conditions, regulatory developments, and operational uncertainties as potential sources of variance between projected and actual outcomes.

The pricing supplement directs investors to review risk factors described within the document and in Jefferies Financial Group's filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended November 30, 2025, filed January 28, 2026, and Quarterly Reports on Form 10-Q for periods ended February 28, 2026 and May 31, 2026, filed April 7, 2026 and July 9, 2026, respectively. The company cautions investors not to place undue reliance on forward-looking statements and notes that it does not undertake to update such statements to reflect subsequent developments or changed circumstances.

Trustee, Custodian, and Administrative Arrangements

The Bank of New York Mellon has been appointed as the trustee for the notes. The filing indicates that notes will be delivered in book-entry form only through The Depository Trust Company, eliminating the need for physical certificates. This modern settlement arrangement reduces administrative friction and facilitates secondary market trading on electronic systems. The book-entry structure requires that all transfers and ownership changes be recorded electronically through DTC's participants.

The timing of the offering places the original issue date at July 31, 2026, with payment expected against delivery in immediately available funds. The preliminary pricing supplement is dated July 16, 2026, and the document notes that the aggregate principal amount and other pricing details remain subject to completion and modification prior to final pricing. Investors are instructed to read the pricing supplement together with the related prospectus dated May 11, 2026, and the prospectus supplement also dated May 11, 2026.

Regulatory Status and Preliminary Nature of Disclosure

The filing is explicitly marked as a preliminary pricing supplement subject to completion, with language indicating that the information contained therein is not complete and may be changed without notice. The document states this is not an offer to sell the securities nor a solicitation to buy them in any jurisdiction where such offering is not permitted. Standard regulatory warnings appear in the disclosure, including confirmation that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities or determined whether the pricing supplement or prospectuses are truthful and complete.

The preliminary status means that final pricing and terms could differ from what is presented in this document. Investors should expect that definitive pricing information, final aggregate principal amounts, and complete underwriting compensation details will be provided in final pricing documents prior to closing. The disclosure serves as notice of the proposed offering structure and preliminary terms while final arrangements are being finalized.

Material Federal Income Tax Considerations

The pricing supplement indicates that material United States federal income tax consequences of the notes are addressed in the document, though specific tax details are referenced to separate sections within the full disclosure. Investors should review the tax section carefully to understand the federal income tax treatment of interest income, any potential original issue discount, and tax consequences of note redemption or sale.

Tax treatment of debt securities varies depending on individual investor circumstances, including residence status, the nature of the investor entity, and applicable tax treaties for foreign investors. Prospective investors are advised to consult with their tax advisors regarding specific tax implications of purchasing and holding these notes in light of their particular financial situation and jurisdiction of taxation.