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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☑ Definitive Proxy Statement

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Jefferies Financial Group Inc.

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February 14, 2025

Dear Fellow Shareholders,

We present this year’s Proxy Statement and invite you to participate in our 2025 Annual Meeting of Shareholders on Thursday, March 27, 2025, at 10:00 a.m. EDT. 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 on our 2024 executive-compensation program, 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.

Our fiscal year 2024 saw Jefferies reaping the benefits of its strategic hiring, important Strategic Alliance with SMBC, and continued focus on being a pure-play leading Wall Street firm:

As a result of that significant investment in human capital, Jefferies generated Investment Banking net revenues of $3.44 billion in 2024, a 52% increase from the prior year and its second highest annual results on record. In addition, Jefferies increased its global Investment Banking market share by a full 110 basis points, between 50 and 180 basis points greater than the progress at our peers. And, Jefferies increased its standing in the Investment Banking league-table rankings to #6 (up from #8 last year).1

Strong results were also achieved in Capital Markets, with a 24% increase in net revenues to $2.76 billion, powered by a 40% increase in Equities net revenue and a 7% increase in Fixed Income net revenues, as well as meaningful gains in market share.

All of this resulted in 2024 firm-wide net revenues of $7.03 billion, pre-tax earnings from continuing operations of $1.01 billion and diluted earnings per share from continuing operations of $2.96, year-on-year increases of 50%, 184% and 169%, respectively.

PERFORMANCE HIGHLIGHTS

129% TSR for 2024

TSR ranked #1, #1, and #2, respectively, in one-year, three-year and five-year TSR among our proxy peers

Increased dividend payout from $1.20 to $1.60 per share annually, a 33.3% increase

Continued strengthening of Strategic Alliance with SMBC Group, welcoming Toru Nakashima, SMFG Director President & Group CEO, to our Board

Net revenues of $7.03 billion, a 50% YoY increase

Pre-tax earnings from continuing operations of $1.01 billion, a 184% YoY increase

Diluted earnings per share from continuing operations of $2.96, a 169% YoY increase

We could not be more pleased with the Company’s performance and the performance by management and the entire Jefferies team. As always, we want to express our deepest gratitude to the team for their incredible effort that delivered an incredible year.

In closing, we believe, as do Rich and Brian (as always, we strongly encourage our fellow shareholders to read their annual shareholders letter), Jefferies is uniquely positioned to capitalize on the anticipated improved market opportunity. Additionally, as the result of its strategic accomplishments over the past few years, Jefferies is in as strong a position as it has ever been to continue its forward momentum.

YOUR VOTE MATTERS

Thank you very much for your investment and partnership with us. We genuinely hope you will participate in our Annual Meeting of Shareholders. 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. We and the Jefferies team is open to addressing any questions you may have. Thank you again for your support.

Sincerely,

The Jefferies Board of Directors

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 2025 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 73 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 26, 2025. Please read “Important Information for Our Shareholders” on page 73 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/JEF2025, 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 prior to the meeting 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. EDT, on Thursday, March 27, 2025, 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 Annual Meeting. Questions may be submitted during the virtual Annual Meeting throughwww.virtualshareholdermeeting.com/JEF2025. 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. • 50% of our Board (and 63% of our independent directors) are diverse.

Our Director Nominees

Mr. Nakashima joined our Board on August 12, 2024. Ms. Weiler was appointed Co-Chair of the Compensation Committee, effective January 8, 2025.

Board of Directors Skills and Experience

Corporate Governance Ongoing Practices

We strongly recommend that shareholders vote for our 2024 executive-compensation program, as described in the compensation tables, narrative discussion, and the Compensation Discussion and Analysis beginning on page 39 of this Proxy Statement. The Company’s results speak for themselves and for the value of the management team. While the vote is non-binding and advisory in nature, it will be given careful consideration by the Compensation Committee and our Board of Directors.

The Audit Committee selected Deloitte & Touche LLP as our independent auditors for 2025.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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