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. )

☑ Filed by the Registrant

☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ 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)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

February 23, 2026

Dear Fellow Shareholders,

We present this year’s Proxy Statement and invite you to participate in our 2026 Annual Meeting of Shareholders on Thursday, March 26, 2026, at 9:00 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 2025 executive-compensation program, an advisory vote on the selection of our independent auditors, a vote on the amendment and restatement of our Certificate of Incorporation and a vote on an adjournment proposal if necessary to permit further solicitation of proxies if there are insufficient votes in favor of the amendment and restatement. Our CEO, Rich Handler, and our President, Brian Friedman, will discuss our strategy and operating performance and answer your questions.

Fiscal year 2025 was a year of solid performance at Jefferies, with the second half delivering strong results and giving us good momentum going into 2026. We were particularly pleased with the following (for more detail on this brief summary, we recommend that you read our executives’Annual Shareholder Letter and review the Company’s October 2025 Investor Day video and accompanying deck, available on the Company’s website: https://ir.jefferies.com/overview/).

PERFORMANCE HIGHLIGHTS

Strengthening of Strategic Alliance with SMBC Group, with formation of joint venture in Japan to combine equity research, wholesale sales and trading and equity capital markets business

SMBC to increase its ownership of Jefferies up to 20% on an as-converted and fully diluted basis

Net revenues of $7.34 billion, a 4.4% YoY increase

Pre-tax earnings from continuing operations of $0.9 billion

Diluted earnings per share from continuing operations of $2.85

Unfortunately, Point Bonita Fund, part of the Leucadia Asset Management platform, suffered losses connected with the fraud that has been alleged at First Brands and that resulted in the January 29, 2026 indictment of its former CEO and former Executive Vice President, who were brothers. We are confident that our executives are enhancing controls and strengthening processes to help prevent any similar issue from occurring in the future.

Finally, we are very pleased to announce that Yoshihiro Hyakutome, Deputy President, Executive Officer and Co-Head of the Global Business Unit of SMBC Group, has been identified by SMBC Group to be nominated as a member of the Jefferies Board of Directors, replacing Toru Nakashima, CEO of SMBC Group. We wholeheartedly encourage our fellow shareholders to vote for Hyakutome-san as our new director. We also want to express our most sincere appreciation to Nakashima-san, who has served as a Board member since August 2024, upon SMBC Group’s investment in Jefferies exceeding 10%.

In closing, and as always, we want to express our deepest gratitude to the Jefferies team for their incredible effort that delivered a solid year. The entire Board is looking forward to what lies ahead for Jefferies.

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 are 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 2026 Annual Meeting of Shareholders.

LOGISTICS

PURPOSE OF MEETING

Consider other matters that properly come before the meeting.

Notice of Annual Meeting of Shareholders

OTHER IMPORTANT INFORMATION

Shareholders should read “Important Information for Our Shareholders” beginning on page 79 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 proxy card.

Generally, the deadline for voting by telephone or using the internet is 11:59 p.m. EDT on Wednesday, March 25, 2026. Please read “Important Information for Our Shareholders” on page 79 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/JEF2026, 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 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 9:00 a.m. EDT, on Thursday, March 26, 2026, 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/JEF2026. 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 slate of candidates with a broad range of backgrounds and perspectives who will serve the Board, its Committees, Jefferies, and our shareholders.

Our Director Nominees

Board of Directors Skills and Experience

Corporate Governance Ongoing Practices

We recommend that shareholders vote for our 2025 executive-compensation program, as described in the compensation tables, narrative discussion, and the Compensation Discussion and Analysis beginning on page 40 of this Proxy Statement. The Company’s market position and momentum 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 2026.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.

We recommend that shareholders vote for the amendment and restatement of our Certificate of Incorporation, as described in the background and proposed amendment discussion beginning on page 71 of this Proxy Statement. This proposal is being submitted to shareholders because we believe that this action facilitates the further expansion and strengthening of our global strategic alliance (the “Strategic Alliance”) with the SMBC Group and is in the best interests of our shareholders.

If, at the Annual Meeting, the number of shares entitled to vote and voting in favor of Proposal 4 is insufficient to approve such proposal, we may move to adjourn the Annual Meeting in order to enable the Board of Directors to continue to solicit additional proxies in favor of such proposal. We recommend that shareholders vote for the adjournment proposal so we could adjourn, postpone or continue the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of Proposal 4, including the solicitation of proxies from shareholders that have previously voted against such proposal.

Table of Contents