Jefferies Financial Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐ Filed by a Party other than the Registrant

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☐ Preliminary Proxy Statement

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

Jefferies Financial Group Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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February 16, 2024

Dear Fellow Shareholders,

We present this year’s Proxy Statement and invite you to participate in our 2024 Annual Meeting of Shareholders on Thursday, March 28, 2024 at 10:00 a.m. New York City time. We will conduct our meeting virtually to provide a consistent experience to all our shareholders regardless of where they are located and to make it easier for our shareholders to attend (see page 3 for details). The agenda will include a vote for the election of directors, an advisory vote to approve our 2023 executive-compensation program, a vote to approve an amendment to our Equity Compensation Plan, and an advisory vote on the selection of our independent auditors. Our CEO, Rich Handler, and our President, Brian Friedman, will discuss our strategy and operating performance and answer your questions.

With one exception discussed below, our fiscal 2023 was a very productive year:

PERFORMANCE HIGHLIGHTS

Significantly expanded our Strategic Alliance with the SMBC Group, which intends to become Jefferies largest shareholder with 15% equity interest on an as-converted, fully diluted basis.

Spin-off of Vitesse delivered $2.96 in first-year value for each share of Jefferies, increasing per share return for our investors who held their Vitesse shares by 7.79% for 2023.

Agreed sale of three legacy merchant-banking investments to substantially complete strategic simplification plan.

Returned an aggregate of $986 million to common shareholders.

Significant investment in talent and growth in Investment Banking.

Became truly global with 47 global locations in 21 countries.

Franchise continued to strengthen – #7 in both M&A and ECM globally, with momentum toward top 5 positioning.

#5, #4, and #9, respectively, in five-year, three-year and one-year TSR among the 13 peers we use to consider executive compensation; would be even better with full credit for our Vitesse spin-off.

The exception we noted above, suffered industrywide by the significant headwinds of global geopolitical strife, lingering inflation, high rates, and fear of recession, is that Jefferies’ return on tangible equity disappointed at 3.7%. Nonetheless, we remain confident that our senior management and the Jefferies team are better positioned than ever today to take advantage of the markets when the current unfavorable conditions turn. We eagerly anticipate the inevitable cycle turn.

With respect to the Jefferies team, we again want to express our deepest and most sincere gratitude to those employee-partners who delivered as they always do for our shareholders and all other stakeholders the best Jefferies has to offer. We remain proud of them and pleased to have them here. Well done one and all!

YOUR VOTE MATTERS

Thank you very much for your investment and partnership with us. We genuinely hope you will participate in our annual shareholders meeting. If you are not able to participate, we ask you to vote by proxy in support of our recommendations. The proxy materials contain necessary information about the matters on which we are asking you to vote. The Jefferies team is open to addressing any questions you may have. Thank you again for your support.

Sincerely,

The Jefferies Board of Directors

Who We Are

Jefferies is a leading global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research and wealth and asset management services. With 47 offices in 21 countries, we offer insights and expertise to investors, companies and governments.

Notice of Annual Meeting of Shareholders

This Proxy Statement is being furnished to our shareholders in connection with the solicitation of proxies by our Board of Directors for use at our 2024 Annual Meeting of Shareholders.

LOGISTICS

PURPOSE OF MEETING

Consider other matters that properly come before the meeting.

OTHER IMPORTANT INFORMATION

Shareholders should read Important Information for Our Shareholders beginning on page 80 for additional information, including ways for you to vote prior to the meeting.

Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote your shares without attending the Annual Meeting. Voting instructions are outlined in the Notice of Internet Availability of Proxy Materials and on your proxy card.

Notice of Annual Meeting of Shareholders

Generally, the deadline for voting by telephone or using the internet is 11:59 p.m. EDT on Wednesday, March 27, 2024. Please read Important Information for Our Shareholders on page 80 for other voting deadlines.

At the virtual Annual Meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/JEF2024, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other institution. Although you may vote online during the virtual Annual Meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

A technical support line will be available on the meeting website for any questions on how to participate in the Annual Meeting or if you encounter any difficulties accessing the virtual meeting.

The meeting webcast will begin promptly at 10:00 a.m., New York City time, on Thursday, March 28, 2024, and we encourage you to access the meeting prior to the start time.

Shareholders will be able to ask questions through the virtual meeting website during the meeting. Questions may be submitted during the virtual Annual Meeting throughwww.virtualshareholdermeeting.com/JEF2024. The Company will answer appropriate questions during the virtual Annual Meeting.

• Our directors are elected at each annual meeting of shareholders and hold office for a one-year term. • The Nominating and Corporate Governance Committee considers and chooses nominees for our Board with a primary goal of presenting a diverse slate of candidates who will serve the Board, its Committees, Jefferies and our shareholders. • 45% of our Board (and 63% of our independent directors) are diverse.

Our Director Nominees

Barry Alperin retired from our Board effective May 31, 2023, which results in a vacancy on our Board. As previously disclosed, we expect to fill that vacancy with the SMBC nominee once SMBC Group’s ownership threshold crosses 10%.

Board of Directors Skills and Experience

Corporate Governance Ongoing Practices

We are requesting that shareholders indicate their approval of our 2023 executive-compensation program, as described in the compensation tables, narrative discussion, and the Compensation Discussion and Analysis beginning on page 38 of this Proxy Statement. While the vote is non-binding and advisory in nature, it will be given careful consideration by us, the Compensation Committee, and our Board of Directors.

We are requesting that shareholders vote to approve the amendment to the Company’s Equity Compensation Plan to increase the number of shares of Common Stock authorized for issuance under the Plan, as described on pages 67 to 73.

The Audit Committee selected Deloitte & Touche LLP as our independent auditors for 2024.This proposal is being submitted to shareholders because we believe that this action follows sound corporate practice and is in the best interests of our shareholders.While our Audit Committee intends to carefully consider the shareholder vote resulting from the proposal, the final vote will not be binding on us and is advisory in nature.

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