Jefferies Financial Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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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): January 13, 2026

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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Item 8.01. Other Events.

On January 13, 2026, Jefferies Financial Group Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Jefferies LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters identified in Schedule A to the Purchase Agreement, whereby the Company agreed to issue and sell to the underwriters $1,500,000,000 aggregate principal amount of its 5.500% Senior Notes due 2036 (the “Notes”). The Notes were registered under the Company’s Shelf Registration Statement on Form S-3, as amended (File No. 333-271881). The sale of the Notes pursuant to the Purchase Agreement closed on January 16, 2026, on which date the Company issued the Notes pursuant to the Company’s Indenture (the “Indenture”), dated as of October 18, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 5 establishing the terms of the Notes (the “Supplemental Indenture”), dated as of January 16, 2026, between the Company and the Trustee.

The Company estimates that the aggregate net proceeds from the issuance and sale of the Notes, after deducting the underwriting discount and expenses relating to the offering, will be approximately $1,481,145,000. The Company intends to use the net proceeds of the offering for general corporate purposes.

The foregoing summary of the Purchase Agreement, the Notes, the Indenture and the Supplemental Indenture is qualified in its entirety by reference to the documents filed as exhibits to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

* Filed herewith.

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: January 16, 2026

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