Jefferies Financial Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$JEF
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2026
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 8.01.
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Other Events.
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On July 15, 2026, Jefferies Financial Group Inc. (the “Company”) consummated the previously announced public offering (the “Offering”) of €850,000,000 aggregate
principal amount of 4.500% Senior Notes due 2033 (the “Notes”). The Notes were registered under the Company’s Shelf Registration Statement on Form S-3, as amended (File No. 333-295759) and were issued 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. 7 establishing the terms of the Notes (the “Supplemental Indenture”), dated
as of July 15, 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 €843.8 million. The Company intends to use the net proceeds of the offering for general corporate purposes.
The foregoing summary of the Notes, the Indenture and the Supplemental Indenture is qualified in its entirety by reference to the documents filed as exhibits to this
report.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
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Indenture, dated as of October 18, 2013, between Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), and The Bank of New York Mellon, as
Trustee, incorporated herein by reference to Exhibit 4.1 of the Form 8-K of Jefferies Financial Group Inc. filed on October 18, 2013
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Supplemental Indenture No. 7 establishing the terms of the Notes, dated as of July 15, 2026, between Jefferies Financial Group Inc. and The Bank of New York
Mellon, as Trustee.*
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Form of Global Note (included in Exhibit 4.2)*
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Opinion of Sidley Austin LLP*
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Consent of Sidley Austin LLP (included in Exhibit 5.1)*
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* 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: July 15, 2026 | JEFFERIES FINANCIAL GROUP INC. | ||
| By: | /s/ Michael J. Sharp | ||
| Name: Michael J. Sharp | |||
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Title: Executive Vice President and General Counsel
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