JEF 10-K & 10-Q changes, risk factors and insider trading
Jefferies Financial Group Inc. · NYSE · Security Brokers, Dealers & Flotation Companies · CIK 96223 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations.”
Largest changes
“In addition, the worldwide legal and regulatory environment relating to AI is uncertain and rapidly evolving, which could require changes in our potential use and implementation of AI technology, limit our ability to integrate AI, and increase our compliance costs and the risk of non-compliance. For example, Regulation (EU) 2024/1689 of the European Union and of the Council (the “EU AI Act”) applies to providers and deployers of AI systems in all EU Member States, as well as providers and deployers established or located outside of the EU where AI system output is used in the EU. …”see in full comparison
“As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our reasonable security measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks, cybersecurity incidents or other information security breaches to our customers, partners, third-party service providers and counterparties. …”see in full comparison
As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our reasonable security measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks, cybersecurity incidents or other information security breaches to our customers, partners, third-party service providers and counterparties. Though we have insurance against some cyber risks and attacks, we may be subject to litigation and financial losses that exceed our insurance policy limits or are not covered under any of our current insurance policies. A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Successful cyber attacks, cybersecurity incidents or other information security breaches at other large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general, which could result in a loss of Further, in light of the high volume of transactions we process, the large number of our clients, partners and counterparties, and the increasing sophistication of malicious actors that may employ increasingly sophisticated methods such as new artificial intelligence tools, a cyber attack, cybersecurity incident, or other information security breach could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber attack, cybersecurity incident, or other information security breach would take substantial amounts of time and resources, and that there may be extensive delays before we obtain full and reliable information. During such time we would not necessarily know the extent of the harm caused by the cyber attack, cybersecurity incident, or other information security breach or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated. All of these factors could further increase the costs and consequences of such a cyber attack or cybersecurity incident. In providing services to clients, we manage, utilize and store sensitive or confidential client or employee data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. and non-U.S. federal and state laws governing privacy and cybersecurity. If any person, including any of our associates, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through system compromise or failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients and related revenue. Depending on the circumstances giving rise to the information security breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages.see in full comparison
“Other privacy laws are in effect in the Americas, Europe and the Middle East and Asia-Pacific regions, many of which involve heightened compliance obligations similar to those under EU GDPR and UK GDPR. The privacy and cybersecurity legislative and regulatory landscape is evolving rapidly, and numerous proposals regarding privacy and cybersecurity are pending before U.S. and non-U.S. legislative and regulatory bodies. The adopted form of such developing legislation and regulation will determine the level of any resources which we will need to invest to ensure compliance. …”see in full comparison
“The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations.”see in full comparison
“Key jurisdictions including Hong Kong, India, Australia, Japan and Singapore, all have national data protection laws and regulators in these jurisdictions have introduced comprehensive requirements around consent, transparency, data subject rights and breach notification, supported by stronger enforcement powers and higher penalties. The UK has implemented GDPR as part of its national law (the “UK GDPR”). The UK GDPR exists alongside the UK Data Protection Act 2018 and its requirements are largely aligned with those under the EU GDPR.”see in full comparison
Full comparison: every changed paragraph (35)
A credit-rating agency downgrade could significantly impact our business.
From time to timetime, we may invest in securities that are illiquid or subject to restrictions.
From time to timetime, we may invest in securities that are subject to restrictions which prohibit us from selling the securities for a period of time. Such agreements may limit our ability to generate liquidity quickly through the disposition of the underlying investment while the agreement is effective.
The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as COVID-19, or other widespread health emergency (or concerns over the possibility of such an emergency), cybersecurity incidents and events, terrorist attacks, war, trade policies, military conflict, extreme climate-related incidents or events or other natural disasters, could create economic and financial disruptions, and could lead to operational difficulties (including travel limitations) that could impair our ability to manage our businesses. For instance, the spread of illnesses or pandemics has, and could in the future, cause illness, quarantines, various shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. In addition, geopolitical and military conflict and war between Russia and Ukraine and Hamas and Israel have and willcould continue to result in instability and adversely affect the global economy or specific markets, which could continue to have an adverse impact or cause volatility in the financial services industry generally or on our results of operations and financial conditions. In addition, these geopolitical tensions can cause an increase in volatility in commodity and energy prices, creating supply chain issues, and causing instability in financial markets. Sanctions imposed by the United States and other countries in response to such conflict could further adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others, could exacerbate market and economic instability. While we do not have any operations in Russia or any clients with significant Russian operations and we have minimal market risk related to securities of companies either domiciled or operating in Russia, the specific consequences of the conflict in Ukraine on our business is difficult to predict at this time. Likewise, our investments and assets in our growing Israeli business could be negatively affected by consequences from the geopolitical and military conflict in the region. In addition to inflationary pressures affecting our operations, we may also experience an increase in cyberattacks against us and our third-party service providers from Russia, Hamas or their allies.
Climate change concerns and incidents or other natural disasters could disrupt our businesses, adversely affect the profitability of certain of our investments, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.
In addition, global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, the level and volatility of interest rates, the availability and market conditions of financing, economic growth or its sustainability, unforeseen changes to gross domestic product, inflation, energy prices, fluctuations or other changes in both debt and equity capital markets and currencies, political and financial uncertainty in the United States and the European Union, foreign trade restrictions, ongoing concern about Asia’s economies, global supply disruptions, complications involving terrorism and armed conflicts around the world (including the conflict between Russia and Ukraine, and Hamas and Israel, or other challenges to global trade or travel, such as those that occur due to a pandemic). More generally, because our business is closely correlated to the general economic outlook, a significant deterioration in that outlook or realization of certain events would likely have an immediate and significant negative impact on our business and overall results of operations.
More generally, because our business is closely correlated to the general economic outlook, a significant deterioration in that outlook or realization of certain events would likely have an immediate and significant negative impact on our business and overall results of operations.
•Unfavorable conditions or changes in general political, economic or market conditions could reduce the number and size of transactions in which we provide underwriting, financial advisory and other services. Our investment banking revenues, in the form of financial advisory, underwriting or placement fees, are directly related to the number and size of the transactions in which we participate and could therefore be adversely affected by unfavorable financial, economic or political conditions. In particular, the increasing trend toward sovereign protectionism and de-globalization has resulted or could result in decreases in free trade, erosion of traditional international coalitions, the imposition of sanctionssanctions, andtariffs tariffs,or other trade restrictions, governmental closures and no-confidence votes, domestic and international strife, and general market upheaval in response to such results,events, all of which could negatively impact our business;
We operate in an intensely competitive market with other global bank holding companies that engage in investment banking and capital markets activities as one of their lines of business and that have greater capital and resources than we do. We also compete against other banks, broker-dealers, asset managers and boutique firms on both a global and regional basis. There is also growing pressure to provide services at lower fees to appeal to clients, which may impact our ability to effectively compete.
Our businesses are highly dependent on our ability to process,process and settle, on a daily basis, a large number of transactions across numerous and diverse markets in many currencies, and the transactions we process have become increasingly complex. If any of our financial, accounting or other data processing systems do not operate properly, or are disabled, or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. The inability of our systems to accommodate an increasing volume and complexity of transactions could also constrain our ability to expand our businesses.
In addition, despite the contingency plans we have in place, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services used by us or third-parties with which we conduct business.
Our operations rely heavily on the secure processing, storage and transmission of financial, personal and other information in our computer systems and networks. In recent years, there have been several highly publicized incidents involving financial services companies and their service providers reporting the unauthorized disclosure of client or other confidential information, as well as cyber attacks involving theft, dissemination and destruction of corporate information or other assets, which in some cases occurred as a result of failure to follow procedures by employees or contractors or as a result of actions by third-parties. Cyber attacks can originate from a variety of sources, including foreign governments and third-parties affiliated with foreign governments,them, organized crime or terrorist organizations, and malicious individuals both outside and inside a targeted company, including through use of relatively new artificial intelligence (“AI”) tools or methods.methods that can be used to create deepfakes for impersonation or to enable attack campaigns more quickly and effectively. Retaliatory acts by Russia, Hamas or their allies in response to economic sanctions or other measures taken by the global community arising from the Russia- UkraineRussia-Ukraine and Hamas-Israel conflicts, as well as other acts by nation states or their allies in the context of other geopolitical conflicts or tensions, could result in an increased number and/or severity of cyber attacks. Malicious actors may also attempt to compromise or induce our employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent.
Like other financial services firms, we and our third-party service providers have been the target of cyber attacks. Although we and our service providers regularly defend against, respond to and mitigate the risks of cyberattacks, cybersecurity incidents among financial services firms and industry generally are on the rise. We are not aware of any material losses we have incurred relating to cyber attacks or other information security breaches. The techniques and malware used in these cyber attacks and cybersecurity incidents are increasingly sophisticated, change frequently and are often not recognized until launched because they are novel. Although we monitor the changing cybersecurity risk environment and seek to maintain reasonable security measures, including a suite of authentication and layered information security controls, no security measures are infallible, and we cannot guarantee that our safeguards will always work or that they will detect, mitigate or remediate these risks in a timely manner. Despite our implementation of reasonable security measures and endeavoring to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to spam attacks, unauthorized access, distributed denial of service attacks, ransomware, computer viruses and other malicious code, impersonation campaigns as well as human error, natural disaster, power loss, and other events that could damage our reputation, impact the security and stability of our operations, and expose us to class action lawsuits and regulatory investigation, action, and penalties, and significant liability.
As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our reasonable security measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks, cybersecurity incidents or other information security breaches to our customers, partners, third-party service providers and counterparties. Though we have insurance against some cyber risks and attacks, we may be subject to litigation and financial losses that exceed our insurance policy limits or are not covered under any of our current insurance policies. A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Successful cyber attacks, cybersecurity incidents or other information security breaches at other large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general, which could result in a loss of business.
As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our reasonable security measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber attacks, cybersecurity incidents or other information security breaches to our customers, partners, third-party service providers and counterparties. Though we have insurance against some cyber risks and attacks, we may be subject to litigation and financial losses that exceed our insurance policy limits or are not covered under any of our current insurance policies. A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Successful cyber attacks, cybersecurity incidents or other information security breaches at other large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general, which could result in a loss of Further, in light of the high volume of transactions we process, the large number of our clients, partners and counterparties, and the increasing sophistication of malicious actors that may employ increasingly sophisticated methods such as new artificial intelligence tools, a cyber attack, cybersecurity incident, or other information security breach could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber attack, cybersecurity incident, or other information security breach would take substantial amounts of time and resources, and that there may be extensive delays before we obtain full and reliable information. During such time we would not necessarily know the extent of the harm caused by the cyber attack, cybersecurity incident, or other information security breach or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated. All of these factors could further increase the costs and consequences of such a cyber attack or cybersecurity incident. In providing services to clients, we manage, utilize and store sensitive or confidential client or employee data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. and non-U.S. federal and state laws governing privacy and cybersecurity. If any person, including any of our associates, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential client or employee data, whether through system compromise or failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients and related revenue. Depending on the circumstances giving rise to the information security breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages.
The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations.
We, or our third-party service providers, may develop or incorporate AI technology in certain business operations, processes, products, or services. The development and use of AI presents a number of opportunities for us, as well as risks and challenges. The full extent of current or future risks related to the development of AI technology is not possible to predict and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes. AI could significantly disrupt the business models, investment strategies, operational processes, and markets in which we operate and subject us to increased competition, which could have a material adverse effect on our business, financial condition and results of operations. Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to address investor demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a disadvantage. The use of AI may also include the input of sensitive personal information, trade secrets, and other protected data by both us and third parties and could result in the exposure of such information.
In addition, the worldwide legal and regulatory environment relating to AI is uncertain and rapidly evolving, which could require changes in our potential use and implementation of AI technology, limit our ability to integrate AI, and increase our compliance costs and the risk of non-compliance. For example, Regulation (EU) 2024/1689 of the European Union and of the Council (the “EU AI Act”) applies to providers and deployers of AI systems in all EU Member States, as well as providers and deployers established or located outside of the EU where AI system output is used in the EU. If we were classified to be such a provider or deployer of AI Systems and deemed non-compliant, we could potentially face significant fines. While most EU AI Act requirements will come into force on August 3, 2026, the November 2025 publication of the proposed Digital Omnibus by the European Commission may extend this timeline. In the United States, states and local jurisdictions have begun to enact comprehensive or more limited laws regulating AI. More legislative activity is expected both in the United States and in other countries.
While we have an AI governance policy and related procedures governing the use of AI by our personnel and third-party service providers, we cannot guarantee that they will follow such policies when using AI or that such policies will protect us from potential liability relating to our adoption or use of AI technologies. We expect our AI policies and procedures to continue to develop as business needs, AI-related risks, and the U.S. and global regulatory environment change.
Damage to our reputation could damageharm our business.
Maintaining our reputation is critical to our attracting and maintaining customers, investors and employees. If we fail to deal with, or appear to fail to deal with, various issues that may give rise to reputational risk, we could significantly harm our business prospects. These issues include, but are not limited to, any of the risks discussed in this Item 1A, appropriately dealing with potential conflicts of interest, legal and regulatory requirements, ethical issues, money-laundering,money-laundering or other instances of fraud, cybersecurity and privacy, record keeping, sales and trading practices, failure to sell securities we have underwritten at the anticipated price levels, and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products. A failure to deliver appropriate standards of service and quality, or a failure or perceived failure to treat customers and clients fairly, can result in customer dissatisfaction, litigation and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm to our reputation. Further, negative publicity regarding us, whether or not true, may also result in harm to our prospects. Our operations in the past have been impacted as some clients either ceased doing business or temporarily slowed down the level of business they do, thereby decreasing our revenue. There is no assurance that we will be able to successfully reverse the negative impact of allegations and rumors in the future and our potential failure to do so could have a material adverse effect on our business, financial condition and liquidity.
Many factors, mostmany of which are outside of our control, can affect Jefferies Finance’s business, including losses on loan originations; adverse investment banking and capital market conditions leading to a decline of syndicate loans,loans; inability of borrowers to repay commitments,commitments; adverse changes to a borrower’s credit worthiness,worthiness; and other factors that directly and indirectly effectaffect the results of operations, and consequently may adversely affect our results of operations or financial condition.
Many factors, many of which are outside of our control, can affect Berkadia’s business, including losses on loan originations in excess of reserves; a change in the relationships with U.S.
Many factors, most of which are outside of our control, can affect Berkadia’s business, including loan losses in excess of reserves, a change in the relationships with U.S. Government-Sponsored Enterprises or federal agencies,agencies; a significant loss of customers,customers; and other factors that directly and indirectly effectaffect the results of operations, including the sales and profitability of Berkadia, and consequently may adversely affect our results of operations or financial condition.
New prudential regimes for investment firms have been implemented in both the EU and the UK for MiFID authorized investment firms. The Investment Firms Regulation (IFR) and the Investment Firms Directive (IFD), applicable in the EU, and the MIFIDPRU regime, applicable in the UK, while applying a more appropriate capital treatment for investments firms such as the UK entity, Jefferies International Limited, and, its EU subsidiary, Jefferies GmbH, include a requirement that a certain amount of variable remuneration for material risk takers be paid in non-cash instruments and have a deferral element. Consequently, we have adapted our remuneration structures for those employees identified as material risk takers.
For example, a legislative proposal was approved, to go live in 2027, to shorten the settlement cycle in the EU, UK, and Switzerland from two days to one (“T+1”) for transactions in transferable securities executed on trading venues. The U.S. and Canada underwent this transition to T+1 in May 2024 and we undertook significant investment and changes to business practices in our U.S. operations to prepare. These legislative and regulatory initiatives affect not only us, but also our competitors and certain of our clients. These changes could have an effect on our revenue and profitability, limit our ability to pursue certain business opportunities, impact the value of assets that we hold, require us to change certain business practices, impose additional costs on us and otherwise adversely affect our business. Accordingly, we cannot provide assurance that legislation and regulation will not eventually have an adverse effect on our business, results of operations, cash flows and financial condition. In the U.S., such initiatives frequently arise in the aftermath of elections that change the party of the president or the majority party in the House and/or Senate.
“GDPR”) applies in all EU Member States and also applies to entities established outside of the EU where such entity processes personal data in relation to: (i) the offering of goods or services to data subjects in the EEA; or (ii) monitoring the behavior of data subjects as far as that behavior takes place in the EEA. TheSince UKGDPR became effective in 2018, the global regulatory landscape has implementedshifted GDPR as part of its national law (the “UK GDPR”). The UK GDPR exists alongside the UK Data Protection Act 2018considerably and itsthere requirementshas arebeen largelya alignedmarked withincrease thosein underprivacy theand EUcybersecurity GDPR.legislation.
Accordingly, we are subject to a broad and evolving array of privacy and cybersecurity regulations across the jurisdictions where we operate.
In EMEA, particularly in Switzerland and the Dubai International Financial Centre, privacy laws are broadly modelled on, or derived from, the principles and requirements of the GDPR, with local variations to reflect national legislation and regulatory priorities.
Across the Americas, privacy regulation is expanding; for instance, Canada has a federal privacy law, with some provinces also having their own similar laws. Even the Brazilian data privacy regime largely echoes the GDPR. Conversely, in the US there is no single federal law equivalent to the GDPR, but privacy is instead governed by a growing patchwork of both sector-specific privacy laws, such as the Gramm-Leach-Bliley Act, and state-level data protection laws, such as the California Consumer Privacy Act. In APAC, privacy regulation is becoming more stringent and increasingly aligned with global standards, particularly the GDPR.
Key jurisdictions including Hong Kong, India, Australia, Japan and Singapore, all have national data protection laws and regulators in these jurisdictions have introduced comprehensive requirements around consent, transparency, data subject rights and breach notification, supported by stronger enforcement powers and higher penalties. The UK has implemented GDPR as part of its national law (the “UK GDPR”). The UK GDPR exists alongside the UK Data Protection Act 2018 and its requirements are largely aligned with those under the EU GDPR.
accountability and transparency requirements; compliance with the data protection rights of data subjects; and under certain circumstances, the prompt reporting of certain personal data breaches to both the relevant data supervisory authority and impacted individuals. The EU GDPR and UK GDPR also include restrictions on the transfer of personal data from the EEA to jurisdictions that are not recognized as having an adequate level of protection with regards to data protection laws.
The EU GDPR and UK GDPR also include restrictions on the transfer of personal data from the EEA to jurisdictions that are not recognized as having an adequate level of protection with regards to data protection laws.
The EUcontinued expansion and development of privacy legislation and regulation will determine the level of any additional resources which we will need to invest to ensure compliance. In the event of non-compliance with privacy laws and regulations, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition, and prospects. In Europe and the UK alone, the GDPR imposes significant fines for serious non-compliance of up to the higher of 4% of an organization’s annual worldwide turnover or €20 million (or approximately £17.5 million under the UK GDPR). Data subjects also have a right to receive compensation as a result of infringement of the EU GDPR and/or UK GDPR for financial or non-financial losses.
Other privacy laws are in effect in the Americas, Europe and the Middle East and Asia-Pacific regions, many of which involve heightened compliance obligations similar to those under EU GDPR and UK GDPR. The privacy and cybersecurity legislative and regulatory landscape is evolving rapidly, and numerous proposals regarding privacy and cybersecurity are pending before U.S. and non-U.S. legislative and regulatory bodies. The adopted form of such developing legislation and regulation will determine the level of any resources which we will need to invest to ensure compliance. In the event of non-compliance with privacy laws and regulations, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.
Management's Discussion & Analysis (MD&A)
New heading “Business Developments”
Removed heading “Consolidated Results”
Removed heading “Business Results”
Removed heading “Non-interest Expenses”
Removed heading “Asset Management Investments”
Largest changes
“Global markets continue to experience disruption and volatility following the geopolitical instability from the ongoing conflicts along Israel’s border with the Gaza Strip and elsewhere in the Middle East, including the ongoing tensions between Israel and Iran. Our investments and assets in our growing business in the Persian Gulf, Saudi Arabia and Israel, as well as the related global macroeconomic climate, could be negatively affected by consequences from this geopolitical and military conflict in the region. …”see in full comparison
“The results of our annual assessments indicated that all of our reporting units had a fair value in excess of their carrying amounts. Our valuation methodologies and the assessment of qualitative factors are sensitive to management’s forecasts of future probability. At November 30, 2025, our Stratos reporting unit with allocated goodwill of $5.5 million is the most sensitive to the forecast assumptions used in our market approach valuation. …”see in full comparison
“In connection with certain over-the-counter derivative contract arrangements and certain other trading arrangements, we may be required to provide additional collateral to counterparties, exchanges and clearing organizations in the event of a credit rating downgrade. At November 30, 2024, the amount of additional collateral that could be called by counterparties, exchanges and clearing organizations under the terms of such agreements in the event of a downgrade of our long-term credit rating below investment grade was $120.1 million. …”see in full comparison
“Estimating the fair value of a reporting unit requires management judgment and often involves the use of estimates and assumptions that could have a significant effect on whether or not an impairment charge is recorded and the magnitude of such a charge. Estimated fair values for our reporting units utilize market valuation methods that incorporate price-to-earnings and price-to-book multiples of comparable public companies and/or projected cash flows. …”see in full comparison
“Beginning on September 24, 2025, First Brands Group, LLC and certain of its affiliates (“First Brands”) filed voluntary petitions for Chapter 11 bankruptcy protection. First Brands is an aftermarket auto parts manufacturer that sells its products to major auto-parts retailers (the “Obligors”). …”see in full comparison
Jefferies LLC is a broker-dealer registered with the SEC and a member firm of the Financial Industry Regulatory Authority (“FINRA”) and is subject to the SEC Uniform Net Capital Rule (“Rule 15c3-1”), which requires the maintenance of minimum net capital, and has elected to calculate minimum capital requirements using the alternative method permitted by Rule 15c3-1 in calculating net capital. Jefferies LLC, as a dually-registered U.S. broker-dealer and futures commission merchant (“FCM”), is also subject to Regulation 1.17 of the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchangesee in full comparisonAct (“CEA”),Act, which sets forth minimum financial requirements.The minimum net capital requirement in determining excess net capital for a dually registered U.S. broker-dealer and FCM is equal to the greater of the requirement under SEA Rule 15c3-1 or CFTC Regulation 1.17. Accordingly, FINRA is the designated examining authority for Jefferies LLC and the National Futures Association (“NFA”) is the designated self-regulatory organization (“DSRO”) for Jefferies LLC as an FCM Jefferies Financial Services, Inc. (“JFSI”) is registered with the SEC as a Security-Based Swap Dealer (“SBS Dealer”) and an OTC Derivatives Dealer (“OTCDD”) subject to the SEC’s SBS dealer regulatory rules and the SEC’s net capital requirements pursuant to Rule 18a-1. JFSI is also registered as a swap dealer with the CFTC and is subject to the CFTC’s regulatory capital requirements pursuant to the minimum financial requirements for swap dealers under CFTC Regulation 23.101. Additionally, as a registered member firm, JFSI is subject to the net capital requirements of the NFA. Accordingly, the SEC is the designated examining authority for JFSI in its capacity as an SBS Dealer and OTCDD, while the NFA is the DSRO for JFSI, as a CFTC registered swap dealer.
Full comparison: every changed paragraph (198)
Net earnings attributable to common shareholders were
$630.8 million and $669.3 million for the year ended November 30, 2025 and 2024, respectively.
Our effective tax rate was 21.2%, and 29.2% for the year ended November 30, 2025 and 2024, respectively.
Consolidated Results
•Net revenues were $7.03 billion for 2024, up 49.7% compared to $4.70 billion for 2023, reflecting strength across all lines of business primarily due to market share gains and a stronger overall market for our services.
•Earnings from continuing operations before income taxes were $1.01 billion for 2024, up 183.8% compared to $354.3 million for 2023.
•Our overall results were strong for 2024, driven by strength and continued momentum in Investment Banking and Equities.
•Net earnings from discontinued operations (including gain on disposal), net of income taxes were $3.7 million and reflects the current year results of OpNet offset by a gain on the sale of OpNet, which closed in August 2024.
Business Results
•Investment banking net revenues were $3.44 billion for 2024, up 51.6% compared to $2.27 billion for 2023. Advisory net revenues were $1.81 billion, up 51.1% compared to $1.20 billion for 2023, primarily attributable to market share gains and increased overall market opportunity. Total underwriting net revenues were $1.49 billion for 2024, up 53.4% compared to $970.5 million for 2023, due to increased equity and debt underwriting activity as a result of a more robust equity and general capital markets environment.
•Equities net revenues were $1.59 billion for 2024, up 39.8% compared to $1.14 billion for 2023, attributable to market share gains, increased volumes and more favorable trading opportunities driving stronger results across most of our equities business lines
•Fixed income net revenues were $1.17 billion, up 6.8% compared to $1.09 billion for 2023, driven by stronger results from our distressed trading and securitized markets businesses, partially offset by reduced activity in our global structured solutions business and less favorable results across our emerging markets, credit e-trading, corporates, and municipal securities businesses, which were particularly strong in the prior fiscal year.
•Asset management net revenues were $803.7 million for 2024, compared to $188.3 million for 2023. Investment return for 2024 were higher on improved performance across a number of our investment strategies, partially offset by $36.2 million of revenue losses associated with our investment in Weiss. Other investments net revenues for the current year were meaningfully higher than the prior year largely due to the inclusion of Stratos and Tessellis in our overall results as these entities became consolidated subsidiaries in the fourth quarter of 2023.
Non-interest Expenses
•Compensation and benefits expense was $3.66 billion for
2024, an increase of $1.12 billion, or 44.3%, compared to $2.54 billion for 2023. Compensation and benefits expense as a percentage of Net revenues was 52.0% for 2024, compared to 53.9% for 2023. The ratio for 2024 was impacted by the consolidation of Stratos and Tessellis, which have lower compensation ratios.
•Non-compensation expenses were $2.37 billion for 2024, an increase of $558.8 million, or 30.9%, compared to $1.81 billion for 2023. The increase in non-compensation expenses is primarily attributed to increased brokerage and clearing fees associated with increased trading volumes and higher technology and communication and business development expenses. Other expenses include bad debt expenses largely related to our losses associated with Weiss Strategy Advisers upon its shutdown in the first quarter of 2024. In addition, Non-compensation expenses were higher due to the inclusion of Stratos and Tessellis as operating subsidiaries, particularly impacting depreciation and amortization expense, following the consolidation of these entities in the fourth quarter of 2023, partially offset by the impact of the spin-off of Vitesse Energy in January 2023 and sale of Foursight in April 2024. The increased cost of sales for 2024 reflects increased sales activity within our HomeFed real estate subsidiary. Non-compensation expenses as a percentage of Net revenues improved from 38.5% in 2023 to 33.7% in 2024 as our revenue growth outpaced expense growth. The ratio includes our Other investments portfolio, which have higher non-compensation expense ratios.
Headcount
•At November 30, 2024,2025, we had 7,8227,787 employees globally across all of our consolidated subsidiaries within our Investment Banking and Capital Markets and Asset Management reportable segments, ancompared increaseto of 258 employees from our headcount of 7,5647,822 at November 30, 2023.2024. Included within our global headcount are 1,797 employees at November 30, 2025 and 2,063 employees at November 30, 2024 of our Stratos, Tessellis, HomeFed and M Science subsidiaries.
Included within our global headcount are 2,063 employees of our Stratos, Tessellis, HomeFed and M Science subsidiaries.
During the past year, we have increased the number of our
Investment Banking Managing Directors and related staff, along with additional technology and corporate staff to support our growth and strategic priorities.
Additionally, corporate activities are fully allocated to each of these reportable business segments. Beginning in fiscal 2024, we now refer to “Merchant banking” as “Other investments” in our Asset Management reportable segment.
Net revenues presented for our Investment Banking and Capital Markets reportable segment include allocations of interest income and interest expense as we assess the profitability of these businesses inclusive of thethese net interest revenue or expense associated with the respective activities,costs, including the net interest cost of allocated short- and long-term debt, which is a function of the mix of each business’s associated assets and liabilities and the related funding costs.
Foreign currency transaction gains or losses, debtDebt valuation adjustments on derivative contracts, gains and losses on investments held in deferred compensation plansplans, foreign currency transaction gains or losses or certain other corporate income items are not considered by management in assessing the financial performance of our operating businesses and are, therefore, not reported as part of our business segment results.
•our 50% share of net earnings from our corporateJefferies lendingFinance joint venture, Jefferies Financeventure;
•our 45% share of net earnings from our commercial real estate joint venture, Berkadia (which includes commercial mortgage origination and servicing) as well as investment sales;
•certain revenue-sharing agreements with SMBC primarily associated with investment banking business opportunities.transactions.
Investment banking net revenues were $3.79 billion, up 10.0% compared to $3.44 billion for the prior year period.
Advisory net revenues of $2.15 billion reflect a record year, an increase of 18.4% compared to $1.81 billion for the prior year period, driven by market share gains and increased overall market opportunity.
Total underwriting net revenues were $1.64 billion, up 10.3% compared to $1.49 billion for the prior year period. Solid net revenues in Debt underwriting were driven by an increase in mergers and acquisition activity across most sectors and collateralized loan origination activity. Equity underwriting net revenues declined due to reduced transaction activity across most sectors, reflecting a broad industry slowdown in the first-half of 2025. However, by June, market conditions began to strengthen and transaction volumes accelerated as economic and market clarity improved. Over 40% of our annual Equity underwriting net revenues were generated in the fourth quarter of 2025.
Other investment banking net revenues were $3.0 million, compared to net revenues of $144.1 million for the prior year period. A significant portion of the decrease is attributable to the prior year’s inclusion of Foursight’s operating revenues as well as the gain on the sale of Foursight in April 2024. The current year also includes mark-to-market net losses on certain investment positions compared to mark-to-market net gains in the prior year period. Additionally, performance of our Berkadia joint venture increased while performance of our Jefferies Finance joint venture was lower than the prior year period.
Investment banking net revenues were $3.44 billion for 2024, up 51.6% compared to $2.27 billion for 2023. We have made extensive investments in our investment banking business, including a significant number of professional hires, particularly at the managing director level, and have expanded our capabilities across sectors and regions, which has led to market share gains.
Advisory net revenues were $1.81 billion for 2024, up 51.1% compared to $1.20 billion for 2023, driven by market share gains attributable to an increase in transaction levels across most sectors in the global mergers and acquisitions markets.
Total underwriting net revenues were $1.49 billion for 2024, up 53.4% compared to $970.5 million for 2023, due to increased equity and debt underwriting activity as a result of a more robust equity and general capital markets environment.
Other investment banking net revenues were $144.1 million for 2024, compared to $102.9 million for 2023. Results from our share of the net earnings of our Jefferies Finance joint venture increased, as net revenues were slightly improved and certain investment and loan losses incurred in 2023 were not repeated.
Revenues from our share of the net earnings of our Berkadia joint venture increased from the prior year period primarily driven by higher interest income and servicing fees attributable to a larger and growing loan servicing portfolio, as well as an increase in sales volumes. In addition, during the current year, we recognized a $24.2 million gain from the sale of Foursight. Other investment banking revenue also includes net gains on investments and revenue from our strategic alliance with SMBC.
Our investment banking momentum and backlog remains robuststrong, continuing the trend we saw during the second half of 2025, although the extent and wetiming seeof signsits that underwriting and mergers and acquisitions activity in the upcoming year will remain strong, although executionrealization is always uncertainsubject andto dependent on market conditions.change. Backlog snapshots are subject to limitations as the time frame for the realization of revenues from these expected transactions varies and is influenced by factors we do not control. Transactions not included in the estimate may occur, and expected transactions may also be modified or cancelled.
Equities net revenues were a record $1.91 billion, up 19.8% compared to $1.59 billion for the prior year period, as market share gains and overall strong client activity drove stronger results in our prime services, global electronic trading, Europe and Asia equity cash, equity options and corporate derivatives businesses, many of which have been key areas of focus and investment in prior years. These increases were partially offset by lower revenues from our U.S. equity cash business.
Equities net revenues were $1.59 billion for 2024, an increase of 39.8% compared to $1.14 billion in 2023, attributable to market share gains, increased volumes and more favorable trading opportunities driving stronger results across most of our equities business lines. Results in our cash and electronic trading businesses significantly increased over the prior year period.
Results in our prime services business were also strong and revenue from equity derivative transactions has continued to grow as the business continues to mature.
Fixed income net revenues were $909.9 million, down 22.0% compared to $1.17 billion for the prior year period, as a result of lower global activity levels and volatility in credit spreads for the first-half of 2025 meaningfully impacting the overall trading environment. Strong results from our global structured solutions business were offset by lower results in our distressed trading, municipals, emerging markets, corporates and rates businesses.
Fixed income net revenues were $1.17 billion for 2024, up 6.8% compared to $1.09 billion in 2023, driven by stronger results from our distressed trading and securitized markets businesses, partially offset by reduced activity in our global structured solutions business and lower results across our emerging markets, credit e-trading, corporates, and municipal securities businesses, which were particularly strong in the prior fiscal year.
We operate a diversified alternative asset management platform through our Leucadia Asset Management division that provides institutional clients with a broad range of investment strategies, both directly and through our strategic affiliated asset managers.
Certain affiliated managers also benefit from access to our global marketing and distribution platform, as well as operational infrastructure and support. Our asset management business makes seed and additional strategic investments directly in alternative asset management separately managed accounts and co-mingled funds where we act as the asset manager or in affiliated asset managers where we have strategic relationships and participate in the revenues or profits of the affiliated manager.
We operate a diversified alternative asset management platform offering institutional clients a range of investment strategies directly and through our affiliated asset managers. We provide certain of our affiliated asset managers access to our global marketing and distribution platform, as well as operational infrastructure and support. We often invest our own capital in the strategies offered by us and associated third-party asset managers in which we have an interest.
Asset management fees and revenues includeprimarily theconsist followingof:
•Placement and distribution fees for raising capital from investors; and
•revenueRevenue from strategic affiliated asset managers where we are entitled to portions of their operating revenues and/or profits,income as well as earningsbased on our ownership interests in ourthe affiliated asset managers;affiliates.
Fees and revenues are generally tied to the value of assets under management and the performance of those assets.
Performance-based fees are earned when returns exceed specified benchmarks or performance targets and are typically recognized annually generally in our first quarter, once they become fixed and determinable and are not subject to significant reversal.
We also generate an investment return from capital invested in our managed funds and in funds managed by our affiliated asset managers. Additionally, we earn revenues from other investments, including our portfolio of real estate development activities, foreign exchange trading, and telecommunications operations.
•investment income from our capital invested in and managed by us and our affiliated asset managers; and
•revenues from investments held in our other investments portfolio, including consolidated operations from real estate development activities, foreign exchange trading (Stratos consolidated from the beginning of the fourth quarter of 2023) and telecommunications activities related to Tessellis (consolidated at the end of the fourth quarter of 2023) as well as OpNet (from the at the end of the fourth quarter of 2023 through its sale in August 2024) and investments in certain public equity securities and private companies. Prior fiscal years include revenues from oil and gas activities until the spin-off of our interest in Vitesse Energy in January 2023.
Asset management fees and revenues are impacted by the level of assets under management and the performance return of those assets, for the most part on an absolute basis, and, in certain cases, relative to a benchmark or hurdle. These components can be affected by financial markets, profits and losses in the applicable investment portfolios and client capital activity. Further, asset management fees vary with the nature of investment management services. The terms under which clients may terminate our investment management agreements, and the requisite notice period for such termination, varies depending on the nature of the investment vehicle and the liquidity of the portfolio assets. In some instances, performance fees and similar revenues are recognized once a year, when they become fixed and determinable and are not probable of being significantly reversed, typically in December. As a result, a significant portion of our performance fees and similar revenues generated from investment returns in a calendar year are recognized in our following fiscal year.
N/M — Not Meaningful (1)These amountsAmounts include 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.
Asset management fees and revenues were $103.5$140.9 millionmillion, forup
2024,36.2% compared to $93.7$103.5 million for 2023,the prior year period, primarily reflecting higher management and performance fees on funds managed by us,us partiallyand offset by a decrease in revenues fromthrough our strategic affiliates.
Investment return was $177.8 million, down 16.2% compared to $212.2 million for the prior year period, primarily driven by a pre-tax loss of $30.0 million related to our investment in Point Bonita.
Other investments net revenues were $467.5 million, down 15.0% compared to $550.1 million for the prior year period, as performance from Stratos and HomeFed was lower than the prior year period, as well as net losses recognized on certain investments in the current year period compared to net gains in the prior year period.
What changed in the latest 10-Q
Risk Factors
Information regarding our risk factors appears in Item 1A. of our Annual Report on Form 10-K for the year ended November 30, 2025. These risk factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Preferred Shares”
New heading “Voting Common Shares”
New heading “Non-Voting Common Shares”
Removed heading “Condition and Results of Operations”
Removed heading “Non-Voting Common Stock”
Removed heading “Preferred Stock”
Largest changes
“Following Russia’s 2022 invasion of Ukraine, the U.S., the U.K., and the European Union governments, among others, developed financial and economic sanctions targeting Russia that, in various ways, constrain transactions with numerous Russian entities, including major Russian banks and individuals;”see in full comparison
Following Russia’s 2022 invasion of Ukraine, the U.S., the U.K., and the European Union governments, among others, developed financial and economic sanctions targeting Russia that, in various ways, constrain transactions with numerous Russian entities, including major Russian banks and individuals; transactions in Russian sovereign debt; and investment, trade and financing to, from, or in Ukraine. We do not have any operations in Russia or any clients with significant Russian operations, and we have minimal market risk related to securities of companies either domiciled or operating in Russia. We continue to closely monitor the status of global sanctions and restrictions, trading conditions related to Russian securities and the credit risk and nature of our counterparties.see in full comparison
Atsee in full comparisonFebruaryMay28,31, 2026, goodwill of $1.73 billion (excluding goodwill classified as held for sale) represents2.3%2.2% of total assets. The nature and accounting for goodwill is discussed in Note 2, Summary of Significant Accounting Policies in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended November 30, 2025 and Note 12, Goodwill and Intangible Assets in our consolidated financial statements included in this Quarterly Report on Form 10-Q. Goodwill must be allocated to reporting units and tested for impairment at least annually, or when circumstances or events make it more likely than not that an impairment occurred. Goodwill is tested by comparing the estimated fair value of each reporting unit with its carrying value. Our annual goodwill impairment testing date for a substantial portion of our reporting units is August 1 and November 30 for other identified reporting units. The results of our annual tests did not indicate any goodwill impairment.
“Goodwill is tested by comparing the estimated fair value of each reporting unit with its carrying value. Our annual goodwill impairment testing date for a substantial portion of our reporting units is August 1 and November 30 for other identified reporting units. The results of our annual tests did not indicate any goodwill impairment.”see in full comparison
The results of our annual assessments indicated that all of our reporting units had a fair value in excess of their carrying amounts. Our valuation methodologies and the assessment of qualitative factors are sensitive to management’s forecasts of future probability. Atsee in full comparisonFebruaryMay28,31, 2026, our Stratos reporting unit with allocated goodwill of $5.5 million is highly sensitive to the forecast assumptions used in our market approach valuation. Reductions in trading volumes and/or a decline in performance from the expected levels assumed in our forecast could cause a decline in the estimated fair value of our Stratos reporting unit and a resulting impairment of a portion of our goodwill.
“Reductions in trading volumes and/or a decline in performance from the expected levels assumed in our forecast could cause a decline in the estimated fair value of our Stratos reporting unit and a resulting impairment of a portion of our goodwill.”see in full comparison
Full comparison: every changed paragraph (173)
Condition and Results of Operations
This report may contain or incorporate by reference certain
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and/or the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our future and statements that are not historical or current facts. These forward-looking statements are often preceded by the words “should,” “expect,” “believe,” “intend,” “may,” “will,” “would,” “could” 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 also include statements pertaining to our strategies for future development of our business and products.
This report may contain or incorporate by reference certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and/or the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our future and statements that are not historical or current facts. These forward-looking statements are often preceded by the words “should,” “expect,” “believe,” “intend,” “may,” “will,” “would,” “could” 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 also include statements pertaining to our strategies for future development of our business 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 that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in this report and other documents we file. You should read and interpret any forward-looking statement together with these documents, including the following:
Net earnings attributable to common shareholders were
$155.7Net earnings attributable to common shareholders were $226.2 million and $127.8$88.0 million for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively.
Our effective tax rate was 24.9%,20.8%, and 9.4%32.3% for the three months ended FebruaryMay 28,31, 2026 and 2025, respectively.
Net earnings attributable to common shareholders were $382.2 million and $216.0 million for the six months ended May 31, 2026 and 2025, respectively.
Our effective tax rate was 22.4%, and 20.2% for the six months ended May 31, 2026 and 2025, respectively.
At FebruaryMay 28,31, 2026, we had 7,5967,371 employees globally across all of our consolidated subsidiaries within our Investment Banking and Capital Markets and Asset Management reportable segments, compared to 7,787 at November 30, 2025. Included within our global headcount are 1,5781,334 employees at FebruaryMay 28,31, 2026 and 1,797 employees at November 30, 2025 of our Stratos, Tessellis, HomeFed and M Science subsidiaries.
We present our results as two reportable business segments:
Investment Banking and Capital Markets and Asset Management.
We present our results as two reportable business segments: Investment Banking and Capital Markets and Asset Management. Additionally, corporate activities are fully allocated to each of these reportable business segments.
•underwriting services, which include debt underwritingunderwriting, syndication and placement services related to investment grade debt, high yield bonds, leveraged loans, emerging market debt, global structured notes, municipal debt and mortgage-backed and asset-backed securities; and equity underwriting and placement services related to equity offerings, preferred stock and equity-linked securities; and loan syndication;
Advisory had its best quarter ever, with net revenues of $527.1$674.1 million weremillion, up 32.5%47.2% compared to $397.8$457.9 million for the prior year quarter, partially driven by market share gains and increased dealindustry volumes across several sectors.volumes.
Total underwriting net revenues were $487.8$530.9 million, up 48.8%62.0% from $327.9$327.7 million for the prior year quarter, primarily driven by market share gains and increased activity in Equity underwriting across a range ofmost sectors. Debt underwriting remained solidsolid, but decreased compared to the prior year quarter.quarter primarily due to lower deal values and lower origination of asset-backed securities.
Other investment banking net revenues were $2.3$1.8 million, compared to net revenues of $(25.019.3) million for the prior year quarterquarter, andwith includehigher mark-to-market net gains on certain investment positions for the current quarter. Performance from our Jefferies Finance joint venture improvedimproved, andwhile performance from our Berkadia joint venture modestly increaseddeclined from the prior year quarter.
Our investment banking backlog remains strong, although the extent and timing of its realization is always subject to change.
Our investment banking backlog remains strong, although the extent and timing of its realization is always subject to change. Backlog snapshots are subject to limitations as the time frame for the realization of revenues from these expected transactions varies and is influenced by factors we do not control. Transactions not included in the estimate may occur, and expected transactions may be modified or cancelled.
Investment banking net revenues were $2.22 billion, up 51.6% compared to $1.47 billion for the prior year period.
Advisory net revenues were a record $1.20 billion and increased 40.4% compared to $855.6 million for the prior year period, driven by market share gains and increased overall market opportunity.
Total underwriting net revenues were $1.02 billion, up 55.4% compared to $655.6 million for the prior year period, primarily driven by market share gains and increased activity in Equity underwriting across a range of sectors and in a stronger issuance market. Debt underwriting remained solid but decreased compared to the prior year quarter primarily due to lower deal values.
Other investment banking net revenues were $4.2 million, compared to net revenues of $(44.3) million for the prior year period and include mark-to-market net gains on certain investment positions for the current quarter. Performance from our Jefferies Finance joint venture improved, while performance from our Berkadia joint venture declined from the prior year period.
Transactions not included in the estimate may occur, and expected transactions may be modified or cancelled.
•services provided to our clients fromfor which we earn commissions or spread revenue by executing, settling and clearing transactions for clients;
Equities net revenues were $558.5 million, up 36.5% from
$409.1Equities net revenues were $600.8 million, up 14.2% from $526.2 million for the prior year quarter, marking our strongest first quarter on record, due to market share gains and higher global trading volumes driving stronger results,results across most of our businesses, particularly within our equity options, corporate derivativescash and global electronic tradingtrading. businesses. OurAdditionally, prime services,services andcontinues Europeto and U.S.expand.
Equities net revenues were a record $1.16 billion, up 23.9% compared to $935.3 million for the prior year period, marking our strongest six months on record, due to market share gains and higher trading volumes driving stronger results across most of our businesses, particularly within cash and global electronic trading. Additionally, prime services continues to expand. Our equity options, convertibles, and corporate derivatives businesses also produced strong results.
equity cash businesses also produced strong results.
Fixed income net revenues were $220.3$198.5 million, downup 23.8%11.6% compared to $289.2$177.9 million for the prior year quarterquarter. asWhile creditboth current and prior year quarters were impacted by major U.S. policy and geopolitical events, the markets remainedwere challengingmodestly more supportive in the current quarterquarter, forwhich thesupported productsimproved results in our distressed, municipal securities and servicesemerging where we are most active, impacting the overall trading environment and several of ourmarkets businesses.
Fixed income net revenues were $418.8 million, down 10.3% compared to $467.1 million for the prior year period, as credit markets remained challenging in the current year for the products and services where we are most active, impacting the overall trading environment and several of our businesses. Strong performance in our municipal securitiessecurities, distressed and emerging markets businesses was more than offset by lower results from our securitized products business, which includes a gross mark-to-market loss of $42.8$58.7 million associated with Market Financial Solutions during the current quarter.period.
Fees and revenues are generally tied to the value of assets under management and the performance of those assets.
Fees and revenues are generally tied to the value of assets under management and the performance of those assets. Performance-based fees are earned when returns exceed specified benchmarks or performance targets and are typically recognized annually generally in our first quarter, once they become fixed and determinable and are not subject to significant reversal.
N/M — Not Meaningful (1) Amounts include 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.
Asset management fees and revenues were $69.9 million, down
21.1%Asset management fees and revenues were $15.2 million, down 27.0% compared to $88.6$20.8 million for the prior year quarter, reflecting higherlower performancemanagement fees on funds and accounts managed throughby us, primarily Point Bonita, as well as funds and accounts managed by our strategic affiliates, offset by lower performance fees largely associated with Point Bonita.affiliates.
Investment return was $31.0 million, down 38.4% compared to $50.4 million for the prior year quarter, as strong performance from strategies with a long equity bias was offset by lower performance across other fund strategies and the impact of reduced capital allocated to certain funds based on our strategy to reduce capital committed and reposition the business in recognition of our upcoming acquisition of Hildene Holdings.
InvestmentOther returninvestments wasnet $89.0revenues were $164.4 million, up 60.3% compared to $(5.6)$102.6 million forin the prior year quarterquarter, primarily due to improved returnsresults generatedfrom acrossHomeFed aand numbermark-to-market ofgains fundon strategies,certain particularly those with a long equity bias.investments.
Asset management fees and revenues were $85.1 million, down 22.2% compared to $109.4 million for the prior year period, as higher performance fees from funds and accounts managed by our strategic affiliates were offset by lower performance fees largely in respect of Point Bonita.
Investment return was $120.0 million, up 168.1% compared to $44.8 million for the prior year period, due to improved performance across several fund strategies, particularly those with a long-equity bias.
Other investments net revenues were $83.6$248.0 million, downup 33.6%8.5% compared to $125.9$228.5 million infor the prior year quarter,period, asprimarily performancedue to improved results from Stratos and HomeFed was lower than the prior year quarter and mark-to-market gains on certain investments were lower than the prior year quarter. In February 2026, we entered into a binding offer with a third party to sell Tessellis. We expect the sale to close during the first quarter of 2027.investments.
Assets under management (“AUM”) represents the assets we manage or are managed by our affiliated asset managers with whom we have revenue sharing arrangements. AUM primarily refers to the basis of assets from which we are entitled to earn fees and revenues though the measure also includes funds and separately managed accounts for which we do not charge fees. AUM includes:
AUM includes:
In addition to our investments directly in Jefferies’ and our strategic affiliates funds and separately managed accounts, we have capital invested in other equity method investees as part of our asset management business of $178.0$180.0 million and $174.0 million at FebruaryMay 28,31, 2026 and November 30, 2025, respectively.
Other
Non-interest expenses were $1.80$1.89 billion, an increase of 25.2%,26.1%, compared to $1.44$1.50 billion for the prior year quarter, primarily due to an increase in compensation and benefits expenses attributable to higher net revenues.revenues and higher brokerage and clearing fees on increased equities trading volumes.
Non-interest expenses were $3.70 billion, an increase of 25.6%, compared to $2.94 billion for the prior year period, primarily due to an increase in compensation and benefits expenses attributable to higher net revenues and higher brokerage and clearing fees on increased equities trading volumes.
Cash and share-based awards granted to employees may contain provisions such that employees who terminate their employment or are terminated without cause may continue to vest in their awards, so long as those awards are not forfeited as a result of other forfeiture provisions (primarily non-compete clauses) of those awards. Accordingly, the compensation expense for a portion of awards granted at year end as part of annual compensation is recorded during the year of the award. Compensation and benefits expense includes amortization expense associated with these awards to the extent vesting is contingent on future service. In addition, certain awards to our Chief Executive Officer and our President contain performance conditions and the awards are amortized over their service periods.
Compensation and benefits expense includes amortization expense associated with these awards to the extent vesting is contingent on future service. In addition, certain awards to our Chief Executive Officer and our President contain performance conditions and the awards are amortized over their service periods.
Compensation and benefits expense for the current quarter and current year was $1.09$1.19 billion and $2.27 billion, respectively, compared to $841.1$854.8 million and $1.70 billion for the prior year quarter.quarter and prior year period, respectively. A significant portion of our compensation expense is highly variable with net revenues. Compensation and benefits expense as a percentage of Net revenues was 53.9% and 53.8% for the current quarter and current year, respectively, compared withto 52.8%52.3% and 52.5% for the prior year quarter.quarter and prior year period, respectively.
Compensation expense related to the amortization of share- and cash-based awards wasamounted $183.3to $147.8 million and $331.1 million for the current quarter and current year, respectively, compared to $150.7$149.7 million and $300.4 million for the prior year quarter.quarter and prior year period, respectively.
At FebruaryMay 28,31, 2026, we had 7,5967,371 employees globally across all of our consolidated subsidiaries within our Investment Banking and Capital Markets and Asset Management reportable segments, compared to 7,787 at November 30, 2025. Included within our global headcount are 1,5781,334 employees at FebruaryMay 28,31, 2026 and 1,797 employees at November 30, 2025 of our Stratos, Tessellis, HomeFed, and M Science subsidiaries.
•Technology and communication expenses were higher by
$20.4•Technology and communication expenses were higher by $16.7 million related to the continued development of various trading and management systems as well as higher data related costs.
Non-compensation expenses as a percentage of Net revenues was 33.7% compared to 38.6% for the current year and prior year period, respectively, and was impacted by the following:
•Brokerage and clearing fees were higher by $41.4 million primarily tied to strong equities revenue growth across regions.
•Technology and communication expenses were higher by $37.0 million related to the continued development of various trading and management systems as well as higher data related costs.
The provision for income taxes on continuing operations was
$52.9 million and $14.2 million for the three months ended
JEF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 2 trade dates, 24,671,758 shares, about $1.3B) and open-market sales in 1 filing (1 insider, 1 trade date, 1 shares, about $52). Net open-market shares: 24,671,757 (purchases minus sales); net value about $1.3B.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Handler Richard B |
Gift | 842 | — | — |
| 2026-08-28 | Handler Richard B |
Grant/award | 75,531 | $53.09 | $4.0M |
| 2026-08-28 | Friedman Brian P |
Grant/award | 29,016 | $53.09 | $1.5M |
| 2026-08-28 | Larson Matthew Scott |
Grant/award | 746 | $53.09 | $39.6K |
| 2026-08-28 | Sharp Michael J. |
Grant/award | 746 | $53.09 | $39.6K |
| 2026-08-28 | Weiler Melissa |
Grant/award | 165 | $53.09 | $8.8K |
| 2026-08-28 | Ellis-Kirk Matrice |
Grant/award | 165 | $53.09 | $8.8K |
| 2026-08-28 | O Kane Michael T |
Grant/award | 538 | $53.09 | $28.6K |
| 2026-08-28 | Beyer Robert D |
Grant/award | 501 | $53.09 | $26.6K |
| 2026-08-07 | Friedman Brian P |
Gift | 81,734 | — | — |
| 2026-07-15 | Sumitomo Mitsui Financial Group, Inc. |
Open-market purchase | 5,906,542 | $54.86 | $324.0M |
| 2026-07-15 | Sumitomo Mitsui Financial Group, Inc. |
Open-market purchase | 5,906,542 | $53.96 | $318.7M |
| 2026-07-10 | Sumitomo Mitsui Financial Group, Inc. |
Option exercise | 3,769,500 | — | — |
| 2026-07-10 | Sumitomo Mitsui Financial Group, Inc. |
Option exercise | 3,769,500 | — | — |
| 2026-06-30 | Sumitomo Mitsui Financial Group, Inc. |
Option exercise | 27,562,500 | — | — |
| 2026-05-29 | Handler Richard B |
Shares withheld for tax | 10,545 | $52.94 | $558.3K |
| 2026-05-29 | Handler Richard B |
Grant/award | 97,136 | $52.72 | $5.1M |
| 2026-05-29 | Friedman Brian P |
Grant/award | 29,003 | $52.72 | $1.5M |
| 2026-05-29 | Sharp Michael J. |
Grant/award | 746 | $52.72 | $39.3K |
| 2026-05-29 | Larson Matthew Scott |
Grant/award | 746 | $52.72 | $39.3K |
| 2026-05-29 | Weiler Melissa |
Grant/award | 165 | $52.72 | $8.7K |
| 2026-05-29 | Ellis-Kirk Matrice |
Grant/award | 165 | $52.72 | $8.7K |
| 2026-05-29 | O Kane Michael T |
Grant/award | 538 | $52.72 | $28.4K |
| 2026-05-29 | Beyer Robert D |
Grant/award | 501 | $52.72 | $26.4K |
| 2026-05-28 | Handler Richard B |
Disposition to issuer | 487 | — | — |
| 2026-05-28 | Friedman Brian P |
Disposition to issuer | 464 | — | — |
| 2026-05-23 | Handler Richard B |
Shares withheld for tax | 1,440,307 | $52.43 | $75.5M |
| 2026-05-06 | Friedman Brian P |
Open-market sale | 1 | $51.91 | $38 |
| 2026-05-06 | Friedman Brian P |
Open-market sale | 0 | $51.88 | $13 |
| 2026-05-01 | Sumitomo Mitsui Financial Group, Inc. |
Open-market purchase | 6,429,337 | $54.83 | $352.5M |
| 2026-05-01 | Sumitomo Mitsui Financial Group, Inc. |
Open-market purchase | 6,429,337 | $48.22 | $310.0M |
| 2026-04-27 | Sumitomo Mitsui Financial Group, Inc. |
Option exercise | 9,247,081 | — | — |
| 2026-04-27 | Sumitomo Mitsui Financial Group, Inc. |
Option exercise | 9,247,081 | — | — |
Well-known investors holding JEF (13F)
None of the 59 investors we track reported a position in their latest 13F.