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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): June 25, 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 June 25, 2025, we issued a press release containing financial results for our quarter and six months ended May 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: June 25, 2025



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


EX-99 2 jfgpressrelease5-31x25.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)
June 25, 2025
linejpeg.jpg
Jefferies Announces Second Quarter 2025 Financial Results
Q2 Financial Highlights
$ in thousands, except per share amounts Quarter End Year-to-Date
2Q25 2Q24 2025 2024
Net earnings attributable to common shareholders $ 88,017  $ 145,736  $ 215,955  $ 295,377 
Diluted earnings per common share from continuing operations $ 0.40  $ 0.64  $ 0.97  $ 1.34 
Return on adjusted tangible shareholders' equity from continuing operations1
5.5  % 9.1  % 6.9  % 9.6  %
Total net revenues $ 1,634,447  $ 1,656,445  $ 3,227,466  $ 3,394,648 
Investment banking net revenues14
$ 766,307  $ 787,386  $ 1,466,999  $ 1,514,396 
Capital markets net revenues14
$ 704,155  $ 707,061  $ 1,402,439  $ 1,431,339 
Asset management net revenues $ 154,621  $ 156,524  $ 346,336  $ 429,907 
Pre-tax earnings from continuing operations $ 134,901  $ 227,754  $ 285,966  $ 447,996 
Book value per common share $ 49.96  $ 46.57  $ 49.96  $ 46.57 
Adjusted tangible book value per fully diluted share3
$ 32.84  $ 31.27  $ 32.84  $ 31.27 
Quarterly Cash Dividend
The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.40 per Jefferies common share, payable on August 29, 2025 to record holders of Jefferies common shares on August 18, 2025.
Management Comments
"Net revenues of $1.63 billion for the second quarter reflect a resilient full-service investment banking and capital markets business against a backdrop of significant uncertainty related to U.S. policy and geopolitical events which meaningfully slowed activity levels for the first two months of the quarter. In May, some clarity came to the economy and markets, which began to restore investor confidence, and we experienced a noticeable increase in momentum. Despite the difficult first two months of this period, our quarterly Investment Banking Advisory activity was particularly strong and we believe our momentum and market position continues to strengthen. While nothing is certain, the global economy continues to show remarkable resilience in the face of incredibly significant crosscurrents. Given the strength of our current backlog, overall activity levels and an abundance of discussions with clients around capital formation, strategic opportunities and their need to transact, we are increasingly optimistic about the second half of 2025.
"Despite strong momentum in Advisory and Equities, net earnings attributable to common shareholders of $88 million and return on adjusted tangible shareholders' equity of 5.5% were impacted by lower revenues in Fixed Income, lower activity levels at Jefferies Finance and some modest one-time non-compensation expenses. We expect margins to normalize as the business environment improves and our operating leverage takes effect.
"Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $786 million for the second quarter were up 6.4% versus the prior year quarter. Strong performance in Advisory, which was up 61%, largely from continued market share gains, was offset by Equity underwriting net revenues, which were down 51%, consistent with a reduction in deal activity attributable to volatile equity market conditions, particularly in the first two months of the quarter when activity was severely muted. Debt underwriting net revenues were flat for the second quarter compared to the prior year quarter.    
"Capital Markets net revenues of $704 million for the second quarter were down slightly versus the prior year quarter. Equities net revenues of $526 million increased 24% from the prior year quarter, as increased global trading volumes and activity levels in corporate derivatives drove strong global performance. Fixed Income net revenues of $178 million decreased 37% from the prior year comparable quarter.
"Asset Management fees and investment return revenues of $71 million for the quarter were up 43% from the prior year quarter, primarily due to improved performance across several strategies."
Richard Handler, CEO, and Brian Friedman, President
1 Jefferies Financial Group


Financial Summary (Unaudited)

$ in thousands Three Months Ended Six Months Ended
May 31,
 2025
February 28,
 2025
May 31,
 2024
May 31,
 2025
May 31,
 2024
Net revenues by source:
Advisory $ 457,860  $ 397,780  $ 283,898  $ 855,640  $ 622,465 
Equity underwriting 122,366  128,520  249,187  250,886  458,490 
Debt underwriting 205,363  199,362  205,499  404,725  334,693 
Other investment banking14
(19,282) (24,970) 48,802  (44,252) 98,748 
Total Investment Banking
766,307  700,692  787,386  1,466,999  1,514,396 
Equities14
526,244  409,058  422,884  935,302  794,684 
Fixed income 177,911  289,226  284,177  467,137  636,655 
Total Capital Markets
704,155  698,284  707,061  1,402,439  1,431,339 
Total Investment Banking and Capital Markets Net revenues5
1,470,462  1,398,976  1,494,447  2,869,438  2,945,735 
Asset management fees and revenues6
20,766  88,630  16,818  109,396  76,475 
Investment return 50,404  (5,634) 32,942  44,770  150,582 
Allocated net interest4
(19,144) (17,221) (16,003) (36,365) (31,015)
Other investments, inclusive of net interest13
102,595  125,940  122,767  228,535  233,865 
Total Asset Management Net revenues
154,621  191,715  156,524  346,336  429,907 
Other 9,364  2,328  5,474  11,692  19,006 
Total Net revenues by source $ 1,634,447  $ 1,593,019  $ 1,656,445  $ 3,227,466  $ 3,394,648 
Non-interest expenses:
Compensation and benefits $ 854,839  $ 841,127  $ 861,993  $ 1,695,966  $ 1,788,864 
Compensation ratio15
52.3  % 52.8  % 52.0  % 52.5  % 52.7  %
Non-compensation expenses $ 644,707  $ 600,827  $ 566,698  $ 1,245,534  $ 1,157,788 
Non-compensation ratio15
39.4  % 37.7  % 34.2  % 38.6  % 34.1  %
Total Non-interest expenses $ 1,499,546  $ 1,441,954  $ 1,428,691  $ 2,941,500  $ 2,946,652 
Net earnings from continuing operations before income taxes $ 134,901  $ 151,065  $ 227,754  $ 285,966  $ 447,996 
Income tax expense $ 43,506  $ 14,216  $ 73,107  $ 57,722  $ 129,066 
Income tax rate 32.3  % 9.4  % 32.1  % 20.2  % 28.8  %
Net earnings from continuing operations
$ 91,395  $ 136,849  $ 154,647  $ 228,244  $ 318,930 
Net earnings (losses) from discontinued operations, net of income taxes —  —  40  —  (7,851)
Net losses attributable to noncontrolling interests (7,668) (6,983) (4,790) (14,651) (12,228)
Preferred stock dividends 11,046  16,039  13,741  26,940  27,930 
Net earnings attributable to common shareholders
$ 88,017  $ 127,793  $ 145,736  $ 215,955  $ 295,377 



2 Jefferies Financial Group
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Highlights
Three Months Ended May 31, 2025 Versus May 31, 2024
Six Months Ended May 31, 2025 Versus May 31, 2024
•Net earnings attributable to common shareholders of $88 million, or $0.40 per diluted common share from continuing operations.
•Return on adjusted tangible shareholders' equity from continuing operations1 of 5.5%.
•We had 206.3 million common shares outstanding and 254.6 million common shares outstanding on a fully diluted basis2 at May 31, 2025. Our book value per common share was $49.96 and tangible book value per fully diluted share3 was $32.84.
•Effective tax rate from continuing operations of 32.3% compared to 32.1% for the prior year quarter.

•Net earnings attributable to common shareholders of $216 million, or $0.97 per diluted common share from continuing operations.
•Return on adjusted tangible shareholders' equity from continuing operations1 of 6.9%.
•Repurchased 0.7 million shares of common stock for $58 million, at an average price of $80.11 per share in connection with net-share settlements related to our equity compensation plans.
•Effective tax rate from continuing operations of 20.2% compared to 28.8% for the prior year period. The lower tax rate reflects the partial resolution of certain state and local tax matters during the first quarter of 2025.
Investment Banking and Capital Markets

Investment Banking and Capital Markets
•Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $786 million were 6% higher than the prior year quarter. Other investment banking net revenues were $(19) million, compared to net revenues of $49 million for the prior year quarter in large part due to the prior year quarter 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 $458 million were higher than the prior year quarter, primarily attributable to market share gains and an increase in mergers and acquisitions activity levels across most sectors.
•Underwriting net revenues of $328 million were lower than the prior year quarter, as Debt underwriting was flat and Equity underwriting declined, consistent with the overall industry slowdown attributable to significant uncertainty related to U.S. policy and geopolitical events which meaningfully slowed activity levels.
•Capital Markets net revenues of $704 million were modestly lower compared to the prior year quarter. Equities net revenues increased from the prior year quarter, as results from our global electronic trading and Europe and Asia equity cash businesses significantly increased over the prior year quarter. Additionally, results from our corporate derivatives businesses were also strong. Fixed Income net revenues decreased meaningfully from the prior year quarter as lower global activity levels led to volatility in credit spreads and a difficult trading environment impacting distressed, securitized products and emerging markets businesses.

•Investment Banking net revenues from Advisory, Equity underwriting and Debt underwriting totaling $1.51 billion were 7% higher than the prior year. Other investment banking net revenues were $(44) million, compared to net revenues of $99 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 $856 million were higher than the prior year period, primarily attributable to market share gains and an increase in mergers and acquisitions activity levels across all sectors.
•Underwriting net revenues of $656 million were lower than the prior year, 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 attributable to significant uncertainty related to U.S. policy and geopolitical events which meaningfully slowed activity levels.
•Capital Markets net revenues of $1.40 billion were modestly lower compared to the prior year. Equities net revenues were strong for the quarter attributable to continued market share gains and overall increased levels of activity during the period. Fixed Income net revenues decreased meaningfully from the prior year as lower global activity levels led to volatility in credit spreads and a difficult trading environment impacting several businesses, including distressed, municipals, emerging markets, securitized products and corporates.
Asset Management

Asset Management
•Asset Management fees and revenues and investment return of $71 million were higher than the prior year quarter.
•Investment return increased due to improved performance across several strategies.

•Asset Management fees and revenues and investment return of $154 million were lower than the prior year.
•Asset management fees and revenues were higher compared to prior year, primarily reflecting higher performance fees on funds managed by us and through our strategic affiliates.
•Investment return decreased, as improved performance across several strategies was offset by a challenging investment environment particularly for several strategies with a long equity bias.
Non-interest Expenses

Non-interest Expenses
•Compensation and benefits expense as a percentage of Net revenues was 52.3%, compared to 52.0% for the prior year quarter.
•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, business development and higher technology and communication expenses. In addition, non-compensation expenses for the prior year quarter include Foursight activity up through the sale in April 2024.

•Compensation and benefits expense as a percentage of Net revenues was 52.5%, compared to 52.7% for the prior year period.
•Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, business development and higher technology and communication 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 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 quarter include Foursight activity up through the sale in April 2024.

* * * *
3 Jefferies Financial Group
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Amounts herein pertaining to May 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 six months ended May 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 July 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 May 31, Six Months Ended May 31,

2025 2024 2025 2024
Revenues
Investment banking $ 789,269  $ 738,584  $ 1,518,779  $ 1,417,649 
Principal transactions 338,507  416,195  745,737  1,056,931 
Commissions and other fees 353,233  271,782  641,533  517,325 
Asset management fees and revenues 20,076  11,768  105,484  62,140 
Interest 878,025  879,727  1,723,196  1,699,216 
Other 115,205  198,240  232,450  314,977 
Total revenues 2,494,315  2,516,296  4,967,179  5,068,238 
Interest expense 859,868  859,851  1,739,713  1,673,590 
Net revenues 1,634,447  1,656,445  3,227,466  3,394,648 
Non-interest expenses
Compensation and benefits 854,839  861,993  1,695,966  1,788,864 
Brokerage and clearing fees 129,745  110,536  239,181  220,206 
Underwriting costs 14,525  18,552  32,371  37,036 
Technology and communications 146,198  135,238  285,673  272,750 
Occupancy and equipment rental 30,711  29,327  60,910  57,480 
Business development 80,070  68,630  152,361  126,281 
Professional services 77,768  75,493  150,234  153,337 
Depreciation and amortization 52,253  49,946  83,241  93,148 
Cost of sales 42,961  37,462  84,529  72,133 
Other expenses 70,476  41,514  157,034  125,417 
Total non-interest expenses 1,499,546  1,428,691  2,941,500  2,946,652 
Earnings from continuing operations before income taxes 134,901  227,754  285,966  447,996 
Income tax expense 43,506  73,107  57,722  129,066 
Net earnings from continuing operations 91,395  154,647  228,244  318,930 
Net earnings (losses) from discontinued operations, net of income taxes —  40  —  (7,851)
Net earnings 91,395  154,687  228,244  311,079 
Net losses attributable to noncontrolling interests (7,668) (4,790) (14,651) (12,228)
Preferred stock dividends 11,046  13,741  26,940  27,930 
Net earnings attributable to common shareholders $ 88,017  $ 145,736  $ 215,955  $ 295,377 
5 Jefferies Financial Group
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Financial Data and Metrics (Unaudited)
Three Months Ended Six Months Ended
May 31,
 2025
February 28,
 2025
May 31,
 2024
May 31,
 2025
May 31,
 2024
Other Data:
Number of trading days 63 61 64 124 125
Number of trading loss days7
13 4 1 17 4
Average VaR (in millions)8
$ 11.89 $ 13.13 $ 13.36 $ 12.50 $ 14.22

In millions, except other data
May 31,
 2025
February 28,
 2025
May 31,
 2024
Financial position:
Total assets $ 67,285  $ 70,219  $ 63,001 
Cash and cash equivalents 11,260  11,176  10,842 
Financial instruments owned 25,570  26,087  22,787 
Level 3 financial instruments owned9
763  781  691 
Goodwill and intangible assets, net 2,060  2,038  2,057 
Total equity 10,382  10,268  9,952 
Total shareholders' equity 10,305  10,204  9,875 
Tangible shareholders' equity10
8,245  8,166  7,818 
Other data and financial ratios:
Leverage ratio11
6.5  6.8  6.3 
Tangible gross leverage ratio12
7.9  8.3  7.8 
Number of employees at period end 7,671  7,701  7,611 
Number of employees excluding OpNet, Tessellis and Stratos at period end 5,949  5,994  5,635 


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
 May 31,
Six Months Ended
 May 31,
2025
2024
2025
2024
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations $ 91,395  $ 154,647  $ 228,244  $ 318,930 
Less: Net losses attributable to noncontrolling interests (7,668) (3,785) (14,651) (10,237)
Allocation of earnings to participating securities (11,046) (13,741) (26,940) (27,930)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share $ 88,017  $ 144,691  $ 215,955  $ 301,237 
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share $ 88,017  $ 144,691  $ 215,955  $ 301,237 
Numerator for earnings per common share from discontinued operations:
Net earnings (losses) from discontinued operations, net of taxes $ —  $ 40  $ —  $ (7,851)
Less: Net losses attributable to noncontrolling interests —  (1,005) —  (1,991)
Net earnings (losses) from discontinued operations attributable to common shareholders for basic and diluted earnings per share $ —  $ 1,045  $ —  $ (5,860)
Net earnings attributable to common shareholders for basic earnings per share $ 88,017  $ 145,736  $ 215,955  $ 295,377 
Net earnings attributable to common shareholders for diluted earnings per share $ 88,017  $ 145,736  $ 215,955  $ 295,377 
Denominator for earnings per common share:
Weighted average common shares outstanding 206,254  212,039  206,150  211,787 
Weighted average shares of restricted stock outstanding with future service required (2,248) (2,329) (2,276) (2,366)
Weighted average restricted stock units outstanding with no future service required 11,091  10,261  10,944  10,514 
Weighted average basic common shares 215,097  219,971  214,818  219,935 
Stock options and other share-based awards 4,262  3,470  4,984  3,124 
Senior executive compensation plan restricted stock unit awards 2,538  2,705  2,581  2,528 
Weighted average diluted common shares 221,897  226,146  222,383  225,587 
Earnings (losses) per common share:
Basic from continuing operations $ 0.41  $ 0.66  $ 1.01  $ 1.37 
Basic from discontinued operations —  —  —  (0.03)
Basic $ 0.41  $ 0.66  $ 1.01  $ 1.34 
Diluted from continuing operations $ 0.40  $ 0.64  $ 0.97  $ 1.34 
Diluted from discontinued operations —  —  —  (0.03)
Diluted $ 0.40  $ 0.64  $ 0.97  $ 1.31 

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
 May 31,
Six Months Ended
 May 31,
2025
2024
2025
2024
Net earnings attributable to common shareholders (GAAP) $ 88,017  $ 145,736  $ 215,955  $ 295,377 
Intangible amortization and impairment expense, net of tax 5,824  5,799  13,093  9,946 
Adjusted net earnings to common shareholders (non-GAAP) 93,841  151,535  229,048  305,323 
Preferred stock dividends 11,046  13,741  26,940  27,930 
Adjusted net earnings to total shareholders (non-GAAP) $ 104,887  $ 165,276  $ 255,988  $ 333,253 
Adjusted net earnings to total shareholders (non-GAAP)1
$ 419,548  $ 661,104  $ 511,976  $ 666,506 
Net earnings impact for net (earnings) losses from discontinued operations, net of noncontrolling interests —  (1,045) —  5,861 
Adjusted net earnings to total shareholders from continuing operations (non-GAAP) 104,887  164,231  255,988  339,114 
Adjusted net earnings to total shareholders from continuing operations (non-GAAP)1
419,548  656,924  511,976  678,228 
February 28, November 30,
2025 2024
2024
2023
Shareholders' equity (GAAP) $ 10,204,228 $ 9,780,097 $ 10,156,772 $ 9,709,827
Less: Intangible assets, net and goodwill (2,037,906) (2,063,956) (2,054,310) (2,044,776)
Less: Deferred tax asset, net (507,452) (466,468) (497,590) (458,343)
Less: Weighted average impact of dividends and share repurchases
(67,343) (49,053) (157,540) (115,344)
Adjusted tangible shareholders' equity (non-GAAP) $ 7,591,527 $ 7,200,620 $ 7,447,332 $ 7,091,364
Return on adjusted tangible shareholders' equity (non-GAAP)1
5.5  % 9.2  % 6.9  % 9.4  %
Return on adjusted tangible shareholders' equity from continuing operations (non-GAAP)1
5.5  % 9.1  % 6.9  % 9.6  %

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 May 31, 2025
Book value (GAAP) $ 10,305,025 
Stock options(1)
114,939 
Intangible assets, net and goodwill (2,060,018)
Adjusted tangible book value (non-GAAP) $ 8,359,946 
Common shares outstanding (GAAP) 206,272 
Preferred shares 27,563 
Restricted stock units ("RSUs") 14,099 
Stock options(1)
5,064 
Other 1,566 
Adjusted fully diluted shares outstanding (non-GAAP)(2)
254,564 
Book value per common share outstanding $ 49.96 
Adjusted tangible book value per fully diluted share outstanding (non-GAAP) $ 32.84 
(1)
Stock options added to book value are equal to the total number of stock options outstanding as of May 31, 2025 of 5.1 million multiplied by the weighted average exercise price of $22.69 on May 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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