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    SEC Form FWP filed by Jefferies Financial Group Inc.

    7/29/25 4:22:19 PM ET
    $JEF
    Investment Bankers/Brokers/Service
    Finance
    Get the next $JEF alert in real time by email
    FWP 1 ef20052647_fwp.htm DEAL 751

    Filed Pursuant to Rule 433
    Registration Statement No. 333-271881
    Jefferies Financial Group Inc.
    Market Linked Securities

    Market Linked Securities—Upside Participation to a Cap and Partial Principal Return at Maturity
    Principal at Risk Securities Linked to the Common Stock of Amazon.com, Inc. due August 18, 2028
    Term Sheet to Preliminary Pricing Supplement dated July 29, 2025
    Summary of Terms
     
    Issuer:
     
    Jefferies Financial Group Inc.
     
    Market Measure:
     
    The common stock of Amazon.com, Inc. (Nasdaq symbol: AMZN) (the “Underlying Stock”)
     
    Pricing Date*:
     
    August 15, 2025
     
    Issue Date*:
     
    August 20, 2025
     
    Face Amount and
    Original Offering Price:
     
    $1,000 per security
     
    Maturity Payment
    Amount (per security):
     
    •     if the ending price is greater than the starting price: $1,000 plus the lesser of:
    (i) $1,000 × underlying stock return × upside participation rate; and
    (ii) the maximum return; or
     •   if the ending price is less than or equal to the starting price, the greater of:
    (i) $1,000 + ($1,000 ×underlying stock return); and
    (ii) the minimum payment at maturity
     
    Stated Maturity Date*:
     
    August 18, 2028
     
    Starting Price:
     
    The closing price of the Underlying Stock on the pricing date
     
    Ending Price:
     
    The stock closing price (as defined in the pricing supplement) of the Underlying Stock on the calculation day
     
    Maximum Return:
     
    At least 32.50% of the face amount per security, to be determined on the pricing date
     
    Minimum Payment at
    Maturity:
     
    $900.00 per security (90% of the face amount)
     
    Upside Participation
    Rate:
     
    100%
     
    Underlying Stock
    Return:
     
    (ending price – starting price) / starting price
     
    Calculation Day*:
     
    August 15, 2028
     
    Calculation Agent:
     
    Jefferies Financial Services Inc. (“JFSI”), a wholly owned subsidiary of Jefferies Financial Group Inc.
     
    Denominations:
     
    $1,000 and any integral multiple of $1,000
     
    Agent Discount**:
     
    Up to 3.075%; dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession of up to 2.25% and WFS may pay 0.075% of the agent’s discount to WFA as a distribution expense fee
     
    CUSIP:
     
    47233YLM5
     
    Material Tax
    Consequences:
     
    See the preliminary pricing supplement.
    Hypothetical Payout Profile***
    ***assumes a maximum return equal to the lowest possible maximum return that may be determined on the pricing date.

    If the price of the Underlying Stock decreases, you will have 1-to-1 downside exposure to the first 10% decline in the price of the Underlying Stock from the starting price to the ending price and you may lose up to 10% of the face amount of your securities at maturity.
    We estimate that the value of each security on the pricing date will be approximately $959.00, or within $30.00 of that estimate.  See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement for more information.
    Preliminary Pricing Supplement: https://www.sec.gov/Archives/edgar/data/96223/000114036125027767/ef20052648_424b2.htm
     
    *
    subject to change
    **
    In addition, selected dealers may receive a fee of up to 0.2% for marketing and other services
    The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities.  See “Selected Risk Considerations” in this term sheet and the accompanying preliminary pricing supplement and “Risk Factors” in the accompanying product supplement.
    This introductory term sheet does not provide all of the information that an investor should consider prior to making an investment decision.
    Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus before making a decision to invest in the securities.
    NOT A BANK DEPOSIT AND NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY

    1

    Selected Risk Considerations
    The risks set forth below are discussed in detail in the “Selected Risk Considerations” section in the accompanying preliminary pricing supplement and the “Risk Factors” section in the accompanying product supplement. Please review those risk disclosures carefully.


    •
    If The Ending Price Is Less Than The Starting Price, You Will Lose Some, And Possibly Up To 10%, Of The Face Amount Of Your Securities At Maturity.

    •
    No Periodic Interest Will Be Paid On The Securities.

    •
    Your Return Will Be Limited To The Maximum Return And May Be Lower Than The Return On A Direct Investment In The Underlying Stock.

    •
    The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.

    •
    The Tax Consequences Of An Investment In Your Securities Are Uncertain.

    •
    The Securities Are Subject To Our Credit Risk.

    •
    The Estimated Value Of The Securities On The Pricing Date, Based On Jefferies LLC Proprietary Pricing Models At That Time And Our Internal Funding Rate, Will Be Less Than The Original Offering Price.

    •
    The Estimated Value Of The Securities Was Determined For Us By Our Subsidiary Using Proprietary Pricing Models.

    •
    The Estimated Value Of The Securities Would Be Lower If It Were Calculated Based On Our Secondary Market Rate.
     
    •
    The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Jefferies LLC Or Any Other Person May Be Willing To Buy The Securities From You In The Secondary Market.

    •
    The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

    •
    The Securities Will Not Be Listed On Any Securities Exchange And The Issuer Does Not Expect A Trading Market For The Securities To Develop.

    •
    The Maturity Payment Amount Will Depend Upon The Performance Of The Underlying Stock And Therefore The Securities Are Subject To The Risks Associated With The Underlying Stock, As Discussed In The Accompanying Pricing Supplement and Product Supplement.

    •
    Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.

    •
    The Securities May Become Linked To The Common Stock Of A Company Other Than The Original Underlying Stock Issuer.
     
    •
    You Have Limited Anti-dilution Protection.
     
    The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents that the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any agent or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor or by calling Jefferies LLC.

    Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.


    2

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