Jefferies Financial Group Inc.
For the period ended May 31, 2026. Filed Jul 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 9, 2026
JEF$47.38-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-04-07.
0000096223-26-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-31; filed 2026-07-09.
0000096223-26-000025
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 1721 previous paragraphs and 363 current paragraphs.
95 unchanged; 240 reworded; 27 added; 230 removed; 1156 previous and 1 current paragraphs rearranged.
Tables are not compared: 49 previous and 51 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
Our effective tax rate was 20.8%, and 32.3% for the three months ended May 31, 2026 and 2025, respectively.
Current report
Net earnings attributable to common shareholders were $382.2 million and $216.0 million for the six months ended May 31, 2026 and 2025, respectively.
Current report
Our effective tax rate was 22.4%, and 20.2% for the six months ended May 31, 2026 and 2025, respectively.
Current report
Investment banking net revenues were $1.21 billion, up 57.5% compared to $766.3 million for the prior year quarter.
Current report
Advisory had its best quarter ever, with net revenues of $674.1 million, up 47.2% compared to $457.9 million for the prior year quarter, driven by market share gains and increased industry volumes.
Current report
Investment banking net revenues were $2.22 billion, up 51.6% compared to $1.47 billion for the prior year period.
Current report
Advisory net revenues were a record $1.20 billion and increased 40.4% compared to $855.6 million for the prior year period, driven by market share gains and increased overall market opportunity.
Current report
Other investment banking net revenues were $4.2 million, compared to net revenues of $(44.3) million for the prior year period and include mark-to-market net gains on certain investment positions for the current quarter. Performance from our Jefferies Finance joint venture improved, while performance from our Berkadia joint venture declined from the prior year period.
Current report
Fixed income net revenues were $198.5 million, up 11.6% compared to $177.9 million for the prior year quarter. While both current and prior year quarters were impacted by major U.S. policy and geopolitical events, the markets were modestly more supportive in the current quarter, which supported improved results in our distressed, municipal securities and emerging markets businesses.
Current report
Asset management fees and revenues were $15.2 million, down 27.0% compared to $20.8 million for the prior year quarter, reflecting lower management fees on funds and accounts managed by us, primarily Point Bonita, as well as funds and accounts managed by our strategic affiliates.
Current report
Investment return was $31.0 million, down 38.4% compared to $50.4 million for the prior year quarter, as strong performance from strategies with a long equity bias was offset by lower performance across other fund strategies and the impact of reduced capital allocated to certain funds based on our strategy to reduce capital committed and reposition the business in recognition of our upcoming acquisition of Hildene Holdings.
Current report
Other investments net revenues were $248.0 million, up 8.5% compared to $228.5 million for the prior year period, primarily due to improved results from HomeFed and mark-to-market gains on certain investments.
Current report
Non-interest expenses were $3.70 billion, an increase of 25.6%, compared to $2.94 billion for the prior year period, primarily due to an increase in compensation and benefits expenses attributable to higher net revenues and higher brokerage and clearing fees on increased equities trading volumes.
Current report
At May 31, 2026, we had 7,371 employees globally across all of our consolidated subsidiaries within our Investment Banking and Capital Markets and Asset Management reportable segments, compared to 7,787 at November 30, 2025. Included within our global headcount are 1,334 employees at May 31, 2026 and 1,797 employees at November 30, 2025 of our Stratos, Tessellis, HomeFed, and M Science subsidiaries.
Current report
Non-compensation expenses as a percentage of Net revenues was 33.7% compared to 38.6% for the current year and prior year period, respectively, and was impacted by the following:
Current report
•Technology and communication expenses were higher by $37.0 million related to the continued development of various trading and management systems as well as higher data related costs.
Current report
On July 7, 2026, we priced €850.0 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2033. The offering is expected to close several business days after the pricing date, subject to customary closing conditions.
Current report
Preferred Shares
Current report
Our Board of Directors has authorized two classes of common stock (i) voting and (ii) non-voting. The rights of the holders of each class of common stock are identical with the exception of voting rights.
Current report
Voting Common Shares
Current report
Non-Voting Common Shares
Current report
On March 26, 2026, shareholders approved an Amended and Restated Certificate of Incorporation, which increased authorized non-voting common shares to 47,735,500 from 35,000,000.
Current report
On April 27, 2026, SMBC exchanged 9,247,081 voting common shares for non-voting common shares on a 1:1 basis.
Current report
At May 31, 2026, we had 9,247,081 non-voting common shares outstanding.
Current report
On June 30, 2026, SMBC converted 55,125 preferred shares into 27,562,500 non-voting common shares in accordance with the Exchange Agreement.
Current report
We paid the following dividends to our voting and non-voting common stockholders and to our Series B Preferred stockholders:
Current report
(2)The aggregated VaR presented here is less than the sum of the individual components (i.e., interest rate risk, foreign exchange rate risk, equity risk and commodity price risk) due to the benefit of diversification among the four risk categories. Diversification benefit equals the difference between aggregated VaR and the sum of VaRs for the four risk categories and arises because the market risk categories are not perfectly correlated.
Removed paragraphs (230)
Previous report
Condition and Results of Operations
Previous report
these documents, including the following:
Previous report
Commission (“SEC”) on January 28, 2026;
Previous report
and Results of Operations” herein;
Previous report
reports and announcements.
Previous report
and positions.
Previous report
$155.7 million and$127.8 million for thethree months ended
Previous report
February 28, 2026 and 2025, respectively.
Previous report
Our effective tax rate was 24.9%, and 9.4% for thethree months
Previous report
ended February 28, 2026 and 2025, respectively.
Previous report
Management.
Previous report
these reportable business segments.
Previous report
results.
Previous report
linked securities; and loan syndication;
Previous report
venture;
Previous report
our investment banking activities; and
Previous report
associated with investment banking transactions.
Previous report
Investment banking net revenues were$1.02 billion, up 45.2%
Previous report
compared to$700.7 million for the prior year quarter.
Previous report
Advisory net revenues of$527.1 million wereup 32.5% compared
Previous report
to$397.8 million for the prior year quarter, partially driven by
Previous report
increased deal volumes across several sectors.
Previous report
Total underwriting net revenues were$487.8 million, up 48.8%
Previous report
from$327.9 million for the prior year quarter, primarily driven by
Previous report
Other investment banking net revenues were$2.3 million,
Previous report
our Jefferies Finance joint venture improved and performance
Previous report
year quarter.
Previous report
clearing transactions for clients;
Previous report
outsourced trading;
Previous report
Equities net revenues were$558.5 million, up 36.5% from
Previous report
our equity options, corporate derivatives and global electronic
Previous report
trading businesses. Our prime services, and Europe and U.S.
Previous report
securities and loans;
Previous report
Fixed income net revenues were$220.3 million, down 23.8%
Previous report
compared to$289.2 million for the prior year quarter as credit
Previous report
Solutions during the current quarter.
Previous report
profits of the affiliated manager.
Previous report
managed by us;
Previous report
investors; and
Showing the first 40 of 230 passages. Open the source sections for the rest.
Reworded paragraphs (240)
Previous wording
Item 2. Management’s Discussion and Analysis of Financial
Current wording
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous wording
This report may contain or incorporate by reference certain
Current wording
This report may contain or incorporate by reference certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and/or the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our future and statements that are not historical or current facts. These forward-looking statements are often preceded by the words “should,” “expect,” “believe,” “intend,” “may,” “will,” “would,” “could” or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations and other results, and may include statements of future performance, plans and objectives. Forward-looking statements also include statements pertaining to our strategies for future development of our business and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in this report and other documents we file. You should read and interpret any forward-looking statement together with these documents, including the following:
Previous wording
•the description of our business and risk factors contained in
Current wording
•the description of our business and risk factors contained in our Annual Report on Form 10-K for the year ended November 30, 2025 and filed with the Securities and Exchange Commission (“SEC”) on January 28, 2026;
Previous wording
of operations contained in this report under the caption
Current wording
•the discussion of our analysis of financial condition and results of operations contained in this report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein;
Previous wording
•the discussion of our risk management policies, procedures
Current wording
•the discussion of our risk management policies, procedures and methodologies contained in this report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Management” herein;
Previous wording
consolidated financial statements contained in this report; and
Current wording
•the consolidated financial statements and notes to the consolidated financial statements contained in this report; and
Previous wording
•cautionary statements we make in our public documents,
Current wording
•cautionary statements we make in our public documents, reports and announcements.
Previous wording
Any forward looking statement speaks only as of the date on
Current wording
Any forward looking statement speaks only as of the date on which that statement is made. We undertake no obligation to update any forward looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as required by applicable law.
Previous wording
Our business, by its nature, does not produce predictable or
Current wording
Our business, by its nature, does not produce predictable or necessarily recurring earnings. Our results in any given period can be materially affected by conditions in global financial markets, economic conditions generally and our own activities and positions.
Previous wording
Net earnings attributable to common shareholders were
Current wording
Net earnings attributable to common shareholders were $226.2 million and $88.0 million for the three months ended May 31, 2026 and 2025, respectively.
Previous wording
The remainder of our “Consolidated Results of Operations” is
Current wording
The remainder of our “Consolidated Results of Operations” is presented on a detailed product and expense basis. Our “Revenues by Source” is reported along the following business lines: Investment Banking, Equities, Fixed Income and Asset Management.
Previous wording
At February 28, 2026, we had 7,596 employees globally across all
Current wording
At May 31, 2026, we had 7,371 employees globally across all of our consolidated subsidiaries within our Investment Banking and Capital Markets and Asset Management reportable segments, compared to 7,787 at November 30, 2025. Included within our global headcount are 1,334 employees at May 31, 2026 and 1,797 employees at November 30, 2025 of our Stratos, Tessellis, HomeFed and M Science subsidiaries.
Previous wording
We present our results as two reportable business segments:
Current wording
We present our results as two reportable business segments: Investment Banking and Capital Markets and Asset Management. Additionally, corporate activities are fully allocated to each of these reportable business segments.
Previous wording
Net revenues presented for our Investment Banking and Capital
Current wording
Net revenues presented for our Investment Banking and Capital Markets reportable segment include allocations of interest income and interest expense as we assess the profitability of these businesses inclusive of these costs, including the net interest cost of allocated short- and long-term debt, which is a function of the mix of each business’s associated assets and liabilities and the related funding costs.
Previous wording
Debt valuation adjustments on derivative contracts, gains and
Current wording
Debt valuation adjustments on derivative contracts, gains and losses on investments held in deferred compensation plans, foreign currency transaction gains or losses or certain other corporate income items are not considered by management in assessing the financial performance of our operating businesses and are, therefore, not reported as part of our business segment results.
Previous wording
(1)Allocated net interest is not separately disaggregated for Investment Banking
Current wording
(1)Allocated net interest is not separately disaggregated for Investment Banking and Capital Markets. This presentation is aligned to our Investment Banking and Capital Markets internal performance measurement.
Previous wording
(2)Allocated net interest represents an allocation to Asset Management of our
Current wording
(2)Allocated net interest represents an allocation to Asset Management of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to make clearer actual Investment return. We believe that aggregating Investment return and Allocated net interest would obscure the Investment return by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods.
Previous wording
•advisory services with respect to mergers and acquisitions,
Current wording
•advisory services with respect to mergers and acquisitions, debt financing, restructurings and private capital transactions;
Previous wording
•underwriting services, which include debt underwriting and
Current wording
•underwriting services, which include debt underwriting, syndication and placement services related to investment grade debt, high yield bonds, leveraged loans, emerging market debt, global structured notes, municipal debt and mortgage-backed and asset-backed securities; and equity underwriting and placement services related to equity offerings, preferred stock and equity-linked securities;
Previous wording
•our 50% share of net earnings from our Jefferies Finance joint
Current wording
•our 50% share of net earnings from our Jefferies Finance joint venture;
Previous wording
•our 45% share of net earnings from our commercial real estate
Current wording
•our 45% share of net earnings from our commercial real estate joint venture, Berkadia, which includes commercial mortgage origination and servicing as well as investment sales;
Previous wording
•securities and loans received or acquired in connection with
Current wording
•securities and loans received or acquired in connection with our investment banking activities; and
Previous wording
•certain revenue-sharing agreements with SMBC primarily
Current wording
•certain revenue-sharing agreements with SMBC primarily associated with investment banking transactions.
Previous wording
market share gains and increased activity in Equity underwriting
Current wording
Total underwriting net revenues were $530.9 million, up 62.0% from $327.7 million for the prior year quarter, primarily driven by market share gains and increased activity in Equity underwriting across most sectors. Debt underwriting remained solid, but decreased compared to the prior year quarter primarily due to lower deal values and lower origination of asset-backed securities.
Previous wording
compared to net revenues of$(25.0) million for the prior year
Current wording
Other investment banking net revenues were $1.8 million, compared to net revenues of $(19.3) million for the prior year quarter, with higher mark-to-market net gains on certain investment positions for the current quarter. Performance from our Jefferies Finance joint venture improved, while performance from our Berkadia joint venture declined from the prior year quarter.
Previous wording
Our investment banking backlog remains strong, although the
Current wording
Our investment banking backlog remains strong, although the extent and timing of its realization is always subject to change. Backlog snapshots are subject to limitations as the time frame for the realization of revenues from these expected transactions varies and is influenced by factors we do not control. Transactions not included in the estimate may occur, and expected transactions may be modified or cancelled.
Previous wording
across a range of sectors. Debt underwriting remained solid but
Current wording
Total underwriting net revenues were $1.02 billion, up 55.4% compared to $655.6 million for the prior year period, primarily driven by market share gains and increased activity in Equity underwriting across a range of sectors and in a stronger issuance market. Debt underwriting remained solid but decreased compared to the prior year quarter primarily due to lower deal values.
Previous wording
•services provided to our clients from which we earn
Current wording
•services provided to our clients for which we earn commissions or spread revenue by executing, settling and clearing transactions for clients;
Previous wording
services offered to clients, including capital introductions and
Current wording
•financing, securities lending and other prime brokerage services offered to clients, including capital introductions and outsourced trading;
Previous wording
$409.1 million for the prior year quarter, marking our strongest
Current wording
Equities net revenues were $600.8 million, up 14.2% from $526.2 million for the prior year quarter, marking our strongest quarter on record, due to market share gains and higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading. Additionally, prime services continues to expand.
Previous wording
equity cash businesses also produced strong results.
Current wording
Equities net revenues were a record $1.16 billion, up 23.9% compared to $935.3 million for the prior year period, marking our strongest six months on record, due to market share gains and higher trading volumes driving stronger results across most of our businesses, particularly within cash and global electronic trading. Additionally, prime services continues to expand. Our equity options, convertibles, and corporate derivatives businesses also produced strong results.
Previous wording
•executing transactions for clients and making markets in
Current wording
•executing transactions for clients and making markets in securitized products, investment grade, high-yield, distressed, emerging markets, municipal, sovereign and emerging markets securities and loans;
Previous wording
•customized products and corporate hedging and foreign
Current wording
•customized products and corporate hedging and foreign currency solutions through derivative products; and
Previous wording
markets remained challenging in the current quarter for the
Current wording
Fixed income net revenues were $418.8 million, down 10.3% compared to $467.1 million for the prior year period, as credit markets remained challenging in the current year for the products and services where we are most active, impacting the overall trading environment and several of our businesses. Strong performance in our municipal securities, distressed and emerging markets businesses was more than offset by lower results from our securitized products business, which includes a gross mark-to-market loss of $58.7 million associated with Market Financial Solutions during the current period.
Previous wording
We operate a diversified alternative asset management platform
Current wording
We operate a diversified alternative asset management platform that provides institutional clients with a broad range of investment strategies, both directly and through our strategic affiliated asset managers. Certain affiliated managers also benefit from access to our global marketing and distribution platform, as well as operational infrastructure and support. Our asset management business makes seed and additional strategic investments directly in alternative asset management separately managed accounts and co-mingled funds where we act as the asset manager or in affiliated asset managers where we have strategic relationships and participate in the revenues or profits of the affiliated manager.
Previous wording
•Management and performance fees from funds and accounts
Current wording
•Management and performance fees from funds and accounts managed by us;
Previous wording
•Placement and distribution fees for raising capital from
Current wording
•Placement and distribution fees for raising capital from investors; and
Previous wording
•Revenue from strategic affiliated asset managers where we are
Current wording
•Revenue from strategic affiliated asset managers where we are entitled to portions of their operating revenues and income based on our ownership interests in the affiliates.
Previous wording
Fees and revenues are generally tied to the value of assets under
Current wording
Fees and revenues are generally tied to the value of assets under management and the performance of those assets. Performance-based fees are earned when returns exceed specified benchmarks or performance targets and are typically recognized annually generally in our first quarter, once they become fixed and determinable and are not subject to significant reversal.
Previous wording
We also generate an investment return from capital invested in
Current wording
We also generate an investment return from capital invested in our managed funds and in funds managed by our affiliated asset managers. Additionally, we earn revenues from other investments, including our portfolio of real estate development activities, foreign exchange trading, and telecommunications operations.
Showing the first 40 of 240 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
•Brokerage and clearing fees were higher by $41.4 million primarily tied to strong equities revenue growth across regions.
Rearranged previous paragraphs (1156)
Previous report — wording carried elsewhere
“forward-looking statements” within the meaning of Section 27A
Previous report — wording carried elsewhere
of the Securities Act of 1933, Section 21E of the Securities
Previous report — wording carried elsewhere
Exchange Act of 1934 and/or the Private Securities Litigation
Previous report — wording carried elsewhere
Reform Act of 1995. Forward-looking statements include
Previous report — wording carried elsewhere
statements about our future and statements that are not
Previous report — wording carried elsewhere
historical or current facts. These forward-looking statements are
Previous report — wording carried elsewhere
often preceded by the words “should,” “expect,” “believe,”
Previous report — wording carried elsewhere
“intend,” “may,” “will,” “would,” “could” or similar expressions.
Previous report — wording carried elsewhere
Forward-looking statements may contain expectations regarding
Previous report — wording carried elsewhere
revenues, earnings, operations and other results, and may include
Previous report — wording carried elsewhere
statements of future performance, plans and objectives. Forward-
Previous report — wording carried elsewhere
looking statements also include statements pertaining to our
Previous report — wording carried elsewhere
strategies for future development of our business and products.
Previous report — wording carried elsewhere
Forward-looking statements represent only our belief regarding
Previous report — wording carried elsewhere
future events, many of which by their nature are inherently
Previous report — wording carried elsewhere
uncertain. It is possible that the actual results may differ, possibly
Previous report — wording carried elsewhere
materially, from the anticipated results indicated in these
Previous report — wording carried elsewhere
forward-looking statements. Information regarding important
Previous report — wording carried elsewhere
factors that could cause actual results to differ, perhaps
Previous report — wording carried elsewhere
materially, from those in our forward-looking statements is
Previous report — wording carried elsewhere
contained in this report and other documents we file. You should
Previous report — wording carried elsewhere
read and interpret any forward-looking statement together with
Previous report — wording carried elsewhere
our Annual Report on Form 10-K for the year ended
Previous report — wording carried elsewhere
November 30, 2025 and filed with the Securities and Exchange
Previous report — wording carried elsewhere
•the discussion of our analysis of financial condition and results
Previous report — wording carried elsewhere
and methodologies contained in this report under the caption
Previous report — wording carried elsewhere
and Results of Operations – Risk Management” herein;
Previous report — wording carried elsewhere
•theconsolidated financial statements and notes to the
Previous report — wording carried elsewhere
which that statement is made. We undertake no obligation to
Previous report — wording carried elsewhere
update any forward looking statement to reflect events or
Previous report — wording carried elsewhere
circumstances that occur after the date on which the statement
Previous report — wording carried elsewhere
is made, except as required by applicable law.
Previous report — wording carried elsewhere
necessarily recurring earnings. Our results in any given period
Previous report — wording carried elsewhere
can be materially affected by conditions in global financial
Previous report — wording carried elsewhere
markets, economic conditions generally and our own activities
Previous report — wording carried elsewhere
presented on a detailed product and expense basis. Our
Previous report — wording carried elsewhere
“Revenues by Source” is reported along the following business
Previous report — wording carried elsewhere
lines: Investment Banking, Equities, Fixed Income and Asset
Previous report — wording carried elsewhere
of our consolidated subsidiaries within our Investment Banking
Previous report — wording carried elsewhere
and Capital Markets and Asset Management reportable
Showing the first 40 of 1156 passages. Open the source sections for the rest.