杰弗里金融集团股份有限公司美股招股说明书(2025-11-04版)

Medium-Term Notes, Series A ■Linked to the lowest performing of the common stock of Lockheed Martin Corporation, the common stock of The Boeing Company and the common stockof General Dynamics Corporation (each referred to as an “Underlying Stock”)■Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential automatic call prior to stated maturity upon the terms described below. Whether the securities pay a contingent coupon, whetherthe securities are automatically called prior to stated maturity and, if they are not automatically called, whether you receive the face amount of yoursecurities at stated maturity will depend, in each case, on the stock closing price of the lowest performing Underlying Stock on the relevant calculationday. The lowest performing Underlying Stock on any calculation day is the Underlying Stock that has the lowest stock closing price on that calculationday as a percentage of its starting price■Contingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if, and only if, the stock closing price of the lowest performing Underlying Stock on the calculation day for that quarter is greater than or equal to its threshold price. Ifthe stock closing price of the lowest performing Underlying Stock on a calculation day is less than its threshold price, you will not receive any contingentcoupon on the related contingent coupon payment date. However, if the stock closing price of the lowest performing Underlying Stock on one or morecalculation days is less than its threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing Underlying Stockon that subsequent calculation day is greater than or equal to its threshold price, the securities will pay the contingent coupon payment due for thatsubsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid). If the stock closingprice of the lowest performing Underlying Stock on a calculation day is less than its threshold price and the stock closing price of the lowest performingUnderlying Stock on each subsequent calculation day up to and including the final calculation day is less than its threshold price, you will not receive theunpaid contingent coupon payments in respect of those calculation days. If the stock closing price of the lowest performing Underlying Stock is less thanits threshold price on every calculation day, you will not receive any contingent coupons throughout the entire term of the securities. The threshold pricefor each Underlying Stock is equal to 70% of its starting price. The contingent coupon rate is 12.80% per annum■Automatic Call.If the stock closing price of the lowest performing Underlying Stock on any of the calculation days from April 2026 to July 2028, inclusive, is greater than or equal to its starting price, the securities will be automatically called for the face amount plus a final contingent couponpayment and any previously unpaid contingent coupon payments■Potential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if, and only if, the stock closing price of the lowest performing Underlying Stock on the final calculation day is greater than or equal to its threshold price. Ifthe stock closing price of the lowest performing Underlying Stock on the final calculation day is less than its threshold price, you will lose more than 30%,and possibly all, of the face amount of your securities.■If the securities are not automatically called prior to stated maturity, you will have full downside exposure to the lowest performing Underlying Stock from its starting price if its stock closing price on the final calculation day is less than its threshold price, but you will not participate in any appreciation of anyUnderlying Stock and will not receive any dividends on any Underlying Stock■Your return on the securities will depend solely on the performance of the Underlying Stock that is the lowest performing Underlying Stock on each calculation day. You will not benefit in any way from the performance of the better performing Underlying Stocks. Therefore, you will be adverselyaffected if any Underlying Stock performs poorly, even if the other Underlying Stocks perform favorably ■All payments on the securities are subject to our credit risk, and you will have no ability to pursue any Underlying Stock for payment; if we default on ourobligations under the securities, you could lose some or all of your investment■No exchange listing; designed to be held to maturity We estimate that the value of each security on the pricing date is $951.20 per security. See “Estimated Value of the Securities” in this pricing supplement.The securi