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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 29, 2025
________________________________
JEFFERIES FINANCIAL GROUP INC.
(Exact name of registrant as specified in its charter)
________________________________
New York 001-05721 13-2615557
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
520 Madison Avenue New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 284-2300
(Former name or former address, if changed since last report)
______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $1 per share JEF New York Stock Exchange
4.850% Senior Notes Due 2027 JEF 27A New York Stock Exchange
5.875% Senior Notes Due 2028 JEF 28 New York Stock Exchange
2.750% Senior Notes Due 2032 JEF 32A New York Stock Exchange
6.200% Senior Notes Due 2034 JEF 34 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition

On September 29, 2025, we issued a press release containing financial results for our quarter and nine months ended August 31, 2025. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information provided in this Item 2.02, including the exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No. Description
99
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: September 29, 2025



JEFFERIES FINANCIAL GROUP INC.
By: /s/ Michael J. Sharp
Name: Michael J. Sharp
Title: Executive Vice President and General Counsel


EX-99 2 jfgpressrelease8-31x25.htm EX-99 Document

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FOR MORE INFORMATION
Jonathan Freedman 212.778.8913
For Immediate Release
Jefferies Financial Group Inc. (NYSE: JEF)
September 29, 2025
linejpeg.jpg
Jefferies Announces Third Quarter 2025 Financial Results
Q3 Financial Highlights
$ in thousands, except per share amounts Quarter End Year-to-Date
3Q25 3Q24 2025 2024
Net earnings attributable to common shareholders $ 223,986  $ 167,128  $ 439,912  $ 462,719 
Diluted earnings per common share from continuing operations $ 1.01  $ 0.72  $ 1.98  $ 2.06 
Return on adjusted tangible shareholders' equity from continuing operations1
13.6  % 10.3  % 9.3  % 10.0  %
Total net revenues $ 2,047,432  $ 1,683,552  $ 5,274,898  $ 5,078,200 
Investment banking net revenues14
$ 1,135,325  $ 943,566  $ 2,602,324  $ 2,457,963 
Capital markets net revenues14
$ 723,382  $ 676,525  $ 2,125,821  $ 2,107,863 
Asset management net revenues $ 176,882  $ 59,012  $ 523,218  $ 488,919 
Pre-tax earnings from continuing operations $ 331,815  $ 252,687  $ 617,781  $ 700,683 
Book value per common share $ 50.60  $ 48.89  $ 50.60  $ 48.89 
Adjusted tangible book value per fully diluted share3
$ 33.38  $ 31.87  $ 33.38  $ 31.87 
Quarterly Cash Dividend
The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.40 per Jefferies common share, payable on November 26, 2025 to record holders of Jefferies common shares on November 17, 2025.
Management Comments
"Net revenues of $2.05 billion for the third quarter reflect continued growth in our market position amid a strengthening environment for our services. Our Investment Banking Advisory business delivered record quarterly results, driven by increased market share, the continued realization of our ongoing investments in human capital around the globe, and an improvement in the environment for mergers and acquisitions and capital formation. This growth plus strong results in Equities and an improved performance in Asset Management, helped drive net earnings attributable to common shareholders of $224 million and return on adjusted tangible shareholders' equity of 13.6%.

"We are encouraged by the rebound in global market sentiment and believe Jefferies is more strongly positioned than ever—with talent, global reach, product and service offerings, client relationships, joint venture partners and brand—to deliver exceptional long-term value to our clients and shareholders. While the world will remain volatile and full of challenges, we are increasingly optimistic about the near and long-term outlook for Jefferies."
Richard Handler, CEO, and Brian Friedman, President
1 Jefferies Financial Group


Financial Summary (Unaudited)

$ in thousands Three Months Ended Nine Months Ended
August 31,
 2025
May 31,
 2025
August 31,
 2024
August 31,
 2025
August 31,
 2024
Net revenues by source:
Advisory $ 655,578  $ 457,860  $ 592,462  $ 1,511,218  $ 1,214,927 
Equity underwriting 181,205  122,366  150,096  432,091  608,586 
Debt underwriting 249,525  205,363  183,078  654,250  517,771 
Other investment banking14
49,017  (19,282) 17,930  4,765  116,679 
Total Investment Banking
1,135,325  766,307  943,566  2,602,324  2,457,963 
Equities14
486,695  526,244  387,342  1,421,997  1,182,025 
Fixed income 236,687  177,911  289,183  703,824  925,838 
Total Capital Markets
723,382  704,155  676,525  2,125,821  2,107,863 
Total Investment Banking and Capital Markets Net revenues5
1,858,707  1,470,462  1,620,091  4,728,145  4,565,826 
Asset management fees and revenues6
15,916  20,766  13,261  125,312  89,736 
Investment return 68,026  50,404  (40,135) 112,796  110,447 
Allocated net interest4
(18,550) (19,144) (16,016) (54,915) (47,031)
Other investments, inclusive of net interest13
111,490  102,595  101,902  340,025  335,767 
Total Asset Management Net revenues
176,882  154,621  59,012  523,218  488,919 
Other 11,843  9,364  4,449  23,535  23,455 
Total Net revenues by source $ 2,047,432  $ 1,634,447  $ 1,683,552  $ 5,274,898  $ 5,078,200 
Non-interest expenses:
Compensation and benefits $ 1,083,510  $ 854,839  $ 889,098  $ 2,779,476  $ 2,677,962 
Compensation ratio15
52.9  % 52.3  % 52.8  % 52.7  % 52.7  %
Non-compensation expenses $ 632,107  $ 644,707  $ 541,767  $ 1,877,641  $ 1,699,555 
Non-compensation ratio15
30.9  % 39.4  % 32.2  % 35.6  % 33.5  %
Total Non-interest expenses $ 1,715,617  $ 1,499,546  $ 1,430,865  $ 4,657,117  $ 4,377,517 
Net earnings from continuing operations before income taxes $ 331,815  $ 134,901  $ 252,687  $ 617,781  $ 700,683 
Income tax expense $ 89,311  $ 43,506  $ 78,011  $ 147,033  $ 207,077 
Income tax rate 26.9  % 32.3  % 30.9  % 23.8  % 29.6  %
Net earnings from continuing operations
$ 242,504  $ 91,395  $ 174,676  $ 470,748  $ 493,606 
Net earnings (losses) from discontinued operations, net of income taxes —  —  6,363  —  (1,488)
Net losses attributable to noncontrolling interests (10,041) (7,668) (6,874) (24,692) (19,102)
Preferred stock dividends 28,559  11,046  20,785  55,528  48,501 
Net earnings attributable to common shareholders
$ 223,986  $ 88,017  $ 167,128  $ 439,912  $ 462,719 



2 Jefferies Financial Group
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Highlights
Three Months Ended August 31, 2025 Versus August 31, 2024
Nine Months Ended August 31, 2025 Versus August 31, 2024
•Net earnings attributable to common shareholders of $224 million, or $1.01 per diluted common share from continuing operations.
•Return on adjusted tangible shareholders' equity from continuing operations1 of 13.6%.
•We had 206.3 million common shares outstanding and 254.7 million common shares outstanding on a fully diluted basis2 at August 31, 2025. Our book value per common share was $50.60 and adjusted tangible book value per fully diluted share3 was $33.38.
•Effective tax rate from continuing operations of 26.9% compared to 30.9% for the prior year quarter. The lower rate was primarily driven by the resolution of certain state and local tax matters.

•Net earnings attributable to common shareholders of $440 million, or $1.98 per diluted common share from continuing operations.
•Return on adjusted tangible shareholders' equity from continuing operations1 of 9.3%.
•Repurchased 0.7 million shares of common stock for $58 million, at an average price of $79.58 per share in connection with net-share settlements related to our equity compensation plans.
•Effective tax rate from continuing operations of 23.8% compared to 29.6% for the prior year period. The lower rate was primarily driven by the resolution of certain state and local tax matters.
Investment Banking and Capital Markets

Investment Banking and Capital Markets
•Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $1.09 billion were 17% higher than the prior year quarter.
•Advisory net revenues of $656 million reflects our best quarter ever and were higher than the prior year quarter, driven by increased deal values in mergers and acquisitions across most sectors as market conditions improved.
•Underwriting net revenues of $431 million were higher than the prior year quarter, as market conditions for Equity and Debt underwriting improved, leading to increased activity levels.
•Capital Markets net revenues of $723 million were higher compared to the prior year quarter. Equities net revenues increased from the prior year quarter, as higher global volumes drove stronger results, particularly within our U.S. and Europe equity cash business. Additionally, our equity options, corporate derivatives and global electronic trading businesses also produced strong results. Fixed Income net revenues decreased from the prior year quarter as strong results from our global structured products were offset by lower results in our client flow trading businesses as tight credit conditions continued to slow activity levels.

•Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $2.60 billion were 11% higher than the prior year period. Other investment banking net revenues were $5 million, compared to net revenues of $117 million for the prior year period in part due to the prior year period including Foursight operating revenues as well as the impact of the gain on sale as Foursight was sold in April 2024, and lower performance from Jefferies Finance.
•Advisory net revenues of $1.51 billion were higher than the prior year period, driven by market share gains and increased mergers and acquisition activity levels across most sectors.
•Underwriting net revenues of $1.09 billion were lower than the prior year period, as stronger net revenues in Debt underwriting attributable to the increase in transaction activity across most sectors were offset by lower net revenues in Equity underwriting, consistent with the overall industry slowdown in the first-half of 2025.
•Capital Markets net revenues of $2.13 billion were modestly higher compared to the prior year period. Equities net revenues were strong for the current year attributable to market share gains and overall increased levels of activity during the period. Fixed Income net revenues decreased from the prior year period due to lower global activity levels and volatility in credit spreads for the first-half of 2025 meaningfully impacting the overall trading environment.
Asset Management

Asset Management
•Asset Management fees and revenues and investment return of $84 million were higher than the prior year quarter.
•Asset management fees and revenues modestly increased, driven by higher management and performance fees realized during the current quarter.
•Investment return meaningfully increased due to improved performance across several fund strategies, particularly those with a long equity bias.

•Asset Management fees and revenues and investment return of $238 million were higher than the prior year period.
•Asset management fees and revenues were higher compared to the prior year period, primarily reflecting higher performance fees on funds managed by us and through our strategic affiliates.
•Investment return was modestly higher compared to the prior year period.
Non-interest Expenses

Non-interest Expenses
•Compensation and benefits expense as a percentage of Net revenues was 52.9%, compared to 52.8% for the prior year quarter.
•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication and business development expenses. Non-compensation expenses as a percentage of Net revenues declined to 30.9%, compared to 32.2% for the prior year quarter.

•Compensation and benefits expense as a percentage of Net revenues was 52.7%, flat with the prior year period.
•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, increased higher technology and communication and business development expenses. The current year also includes approximately $17 million in charitable donations, including $10 million to support Los Angeles wildfire relief efforts, while the prior year period includes the impact of $27 million in bad debt expenses associated with the shutdown of Weiss Multi-Strategy Advisers. In addition, non-compensation expenses for the prior year period include Foursight activity up through the sale in April 2024.

* * * *
3 Jefferies Financial Group
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Amounts herein pertaining to August 31, 2025 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the three and nine months ended August 31, 2025 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC, which we expect to file on or about October 9, 2025.
This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” "would," 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 may also include statements pertaining to our strategies for future development of our businesses 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, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.
Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

4 Jefferies Financial Group
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Consolidated Statements of Earnings (Unaudited)
$ in thousands, except per share amounts
Three Months Ended August 31, Nine Months Ended August 31,

2025 2024 2025 2024
Revenues
Investment banking $ 1,088,197  $ 927,094  $ 2,606,976  $ 2,344,743 
Principal transactions 486,893  324,501  1,232,630  1,381,432 
Commissions and other fees 325,178  270,643  966,711  787,968 
Asset management fees and revenues 13,079  11,986  118,563  74,126 
Interest 846,894  936,786  2,570,090  2,636,002 
Other 147,433  124,579  379,883  439,556 
Total revenues 2,907,674  2,595,589  7,874,853  7,663,827 
Interest expense 860,242  912,037  2,599,955  2,585,627 
Net revenues 2,047,432  1,683,552  5,274,898  5,078,200 
Non-interest expenses
Compensation and benefits 1,083,510  889,098  2,779,476  2,677,962 
Brokerage and clearing fees 121,164  101,119  360,345  321,325 
Underwriting costs 20,332  14,017  52,703  51,053 
Technology and communications 157,171  136,953  442,844  409,703 
Occupancy and equipment rental 32,908  30,078  93,818  87,558 
Business development 78,999  68,152  231,360  194,433 
Professional services 73,329  64,630  223,563  217,967 
Depreciation and amortization 53,230  45,977  136,471  139,125 
Cost of sales 34,430  37,400  118,959  109,533 
Other expenses 60,544  43,441  217,578  168,858 
Total non-interest expenses 1,715,617  1,430,865  4,657,117  4,377,517 
Earnings from continuing operations before income taxes 331,815  252,687  617,781  700,683 
Income tax expense 89,311  78,011  147,033  207,077 
Net earnings from continuing operations 242,504  174,676  470,748  493,606 
Net earnings (losses) from discontinued operations (including gain on disposal), net of income taxes —  6,363  —  (1,488)
Net earnings 242,504  181,039  470,748  492,118 
Net losses attributable to noncontrolling interests (10,041) (6,874) (24,692) (19,102)
Preferred stock dividends 28,559  20,785  55,528  48,501 
Net earnings attributable to common shareholders $ 223,986  $ 167,128  $ 439,912  $ 462,719 
5 Jefferies Financial Group
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Financial Data and Metrics (Unaudited)
Three Months Ended Nine Months Ended
August 31,
 2025
May 31,
 2025
August 31,
 2024
August 31,
 2025
August 31,
 2024
Other Data:
Number of trading days 63 63 63 187 188
Number of trading loss days7
3 13 7 20 11
Average VaR (in millions)8
$ 10.45 $ 11.89 $ 11.35 $ 11.81 $ 13.26

In millions, except other data
August 31,
 2025
May 31,
 2025
August 31,
 2024
Financial position:
Total assets $ 69,320  $ 67,285  $ 63,275 
Cash and cash equivalents 11,458  11,260  10,573 
Financial instruments owned 26,117  25,570  24,039 
Level 3 financial instruments owned9
803  763  693 
Goodwill and intangible assets, net 2,052  2,060  2,073 
Total equity 10,501  10,382  10,115 
Total shareholders' equity 10,439  10,305  10,046 
Tangible shareholders' equity10
8,387  8,245  7,973 
Other data and financial ratios:
Leverage ratio11
6.6  6.5  6.3 
Tangible gross leverage ratio12
8.0  7.9  7.7 
Number of employees at period end 7,866  7,671  7,624 
Number of employees excluding Tessellis and Stratos at period end 6,206  5,949  5,926 


6 Jefferies Financial Group
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Components of Numerators and Denominators for Earnings Per Common Share

$ in thousands, except per share amounts Three Months Ended
 August 31,
Nine Months Ended
 August 31,
2025
2024
2025
2024
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations $ 242,504  $ 174,676  $ 470,748  $ 493,606 
Less: Net losses attributable to noncontrolling interests (10,041) (6,304) (24,692) (16,541)
Allocation of earnings to participating securities (28,559) (20,785) (55,528) (48,501)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share $ 223,986  $ 160,195  $ 439,912  $ 461,646 
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share $ 223,986  $ 160,195  $ 439,912  $ 461,646 
Numerator for earnings per common share from discontinued operations:
Net earnings (losses) from discontinued operations, net of taxes $ —  $ 6,363  $ —  $ (1,488)
Less: Net losses attributable to noncontrolling interests —  (570) —  (2,561)
Net earnings from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ —  $ 6,933  $ —  $ 1,073 
Net earnings attributable to common shareholders for basic earnings per share $ 223,986  $ 167,128  $ 439,912  $ 462,719 
Net earnings attributable to common shareholders for diluted earnings per share $ 223,986  $ 167,128  $ 439,912  $ 462,719 
Denominator for earnings per common share:
Weighted average common shares outstanding 206,272  206,418  206,191  209,997 
Weighted average shares of restricted stock outstanding with future service required (2,224) (2,305) (2,259) (2,346)
Weighted average restricted stock units outstanding with no future service required 11,245  10,339  11,045  10,455 
Weighted average basic common shares 215,293  214,452  214,977  218,106 
Stock options and other share-based awards 4,643  4,189  4,915  3,369 
Senior executive compensation plan restricted stock unit awards 2,779  3,058  2,647  2,705 
Weighted average diluted common shares 222,715  221,699  222,539  224,180 
Earnings per common share:
Basic from continuing operations $ 1.04  $ 0.75  $ 2.05  $ 2.12 
Basic from discontinued operations —  0.03  —  — 
Basic $ 1.04  $ 0.78  $ 2.05  $ 2.12 
Diluted from continuing operations $ 1.01  $ 0.72  $ 1.98  $ 2.06 
Diluted from discontinued operations —  0.03  —  — 
Diluted $ 1.01  $ 0.75  $ 1.98  $ 2.06 

7 Jefferies Financial Group
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Non-GAAP Reconciliations
The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP financial measures. Management believes such non-GAAP financial measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.
Return on Adjusted Tangible Equity Reconciliation
$ in thousands Three Months Ended
 August 31,
Nine Months Ended
 August 31,
2025
2024
2025
2024
Net earnings attributable to common shareholders (GAAP) $ 223,986  $ 167,128  $ 439,912  $ 462,719 
Intangible amortization and impairment expense, net of tax 9,163  5,958  22,053  15,900 
Adjusted net earnings to common shareholders (non-GAAP) 233,149  173,086  461,965  478,619 
Preferred stock dividends 28,559  20,785  55,528  48,501 
Adjusted net earnings to total shareholders (non-GAAP) $ 261,708  $ 193,871  $ 517,493  $ 527,120 
Adjusted net earnings to total shareholders (non-GAAP)1
$ 1,046,832  $ 775,484  $ 689,991  $ 702,827 
Net earnings impact for net (earnings) losses from discontinued operations, net of noncontrolling interests —  (6,933) —  (1,073)
Adjusted net earnings to total shareholders from continuing operations (non-GAAP) 261,708  186,938  517,493  526,047 
Adjusted net earnings to total shareholders from continuing operations (non-GAAP)1
1,046,832  747,752  689,991  701,396 
May 31, November 30,
2025 2024
2024
2023
Shareholders' equity (GAAP) $ 10,305,025 $ 9,875,056 $ 10,156,772 $ 9,709,827
Less: Intangible assets, net and goodwill (2,060,019) (2,057,302) (2,054,310) (2,044,776)
Less: Deferred tax asset, net (502,033) (512,042) (497,590) (458,343)
Less: Weighted average impact of dividends and share repurchases
(66,561) (57,836) (208,901) (157,739)
Adjusted tangible shareholders' equity (non-GAAP) $ 7,676,412 $ 7,247,876 $ 7,395,971 $ 7,048,969
Return on adjusted tangible shareholders' equity (non-GAAP)1
13.6  % 10.7  % 9.3  % 10.0  %
Return on adjusted tangible shareholders' equity from continuing operations (non-GAAP)1
13.6  % 10.3  % 9.3  % 10.0  %

8 Jefferies Financial Group
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Adjusted Tangible Book Value and Fully Diluted Shares Outstanding Reconciliation
Reconciliation of book value (shareholders' equity) to adjusted tangible book value and common shares outstanding to fully diluted shares outstanding:
$ in thousands, except per share amounts August 31, 2025
Book value (GAAP) $ 10,438,724 
Stock options(1)
114,939 
Intangible assets, net and goodwill (2,052,740)
Adjusted tangible book value (non-GAAP) $ 8,500,923 
Common shares outstanding (GAAP) 206,280 
Preferred shares 27,563 
Restricted stock units ("RSUs") 14,214 
Stock options(1)
5,065 
Other 1,587 
Adjusted fully diluted shares outstanding (non-GAAP)(2)
254,709 
Book value per common share outstanding $ 50.60 
Adjusted tangible book value per fully diluted share outstanding (non-GAAP) $ 33.38 
(1)
Stock options added to book value are equal to the total number of stock options outstanding as of August 31, 2025 of 5.1 million multiplied by the weighted average exercise price of $22.69 on August 31, 2025.
(2)
Fully diluted shares outstanding include vested and unvested RSUs as well as the target number of RSUs issuable under the senior executive compensation plans until the performance period is complete. Fully diluted shares outstanding also include all stock options and the impact of convertible preferred shares if-converted to common shares.




9 Jefferies Financial Group
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Notes
1.Return on adjusted tangible shareholders' equity and Return on adjusted tangible shareholders' equity from continuing operations represent non-GAAP financial measures and are based on full year or annualized amounts. Refer to schedule on page 8 for a reconciliation to U.S. GAAP amounts.
2.Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus preferred shares, restricted stock units, stock options and other shares. Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.
3.Adjusted tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.
4.Allocated net interest represents an allocation to Asset Management of certain 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 present direct Asset Management revenues. We believe that aggregating Allocated net interest would obscure the revenue results by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods.
5.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.
6.Asset management fees and revenues include management and performance fees from funds and accounts managed by us as well as our share of fees received by affiliated asset management companies with which we have revenue and profit share arrangements, as well as earnings on our ownership interest in affiliated asset managers.
7.Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments, excluding certain Other investments.
8.VaR estimates the potential loss in value of trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2024.
9.Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.
10.Tangible shareholders' equity (a non-GAAP financial measure) is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible shareholders' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible shareholders' equity, making these ratios meaningful for investors.
11.Leverage ratio equals total assets divided by total equity.
12.Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and intangible assets divided by tangible shareholders' equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.
13.Beginning in fiscal 2024, we now refer to "Merchant banking" as “Other investments” in our Asset Management reportable segment.
14.Beginning in the fourth quarter of 2024, revenues from corporate equity derivative transactions historically included within Other investment banking net revenues were reclassified to Equities net revenues as the underlying business has matured and has started to generate meaningful revenues. Prior year amounts have been revised to conform to this reclassification change to the current year reporting.
15.Compensation ratio equals total compensation expense divided by total net revenues. Non-compensation ratio equals total non-compensation expense divided by total net revenues.




10 Jefferies Financial Group
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