Jefferies Financial Group Inc美股招股说明书(2026-07-09版)

Jefferies Financial Group Inc.4.500% SENIOR NOTES DUE 2033 Jefferies Financial Group Inc. is offering €850,000,000 aggregate principal amount of its 4.500% Senior Notes due 2033 (the “Notes”). Maturity– The Notes will mature on July15, 2033. Interest– We will pay interest on the Notes in cash annually in arrear on July15 of each year, beginning July15, 2027. Ranking– The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. Redemption Upon a Tax Event– The Notes are not redeemable by us prior to their maturity except under the circumstances described under “Descriptionof the Notes—Redemption Upon a Tax Event.” The Notes will be issued only in registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contraryis a criminal offense. Jefferies Financial Group Inc. may use this prospectus supplement in the initial sale of the Notes. In addition, Jefferies International Limited or any othersubsidiary of Jefferies Financial Group Inc. may use this prospectus supplement in a market-making transaction of a Noteafter its initial sale.UnlessJefferies Financial Group Inc. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus supplement is being used in amarket-making transaction. This prospectus supplement and the accompanying prospectus constitute “listing particulars” (the “Listing Particulars”) for the purposes of the admissionof the Notes on the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) and to trading on the Global ExchangeMarket of Euronext Dublin (the “GEM”). Application is expected to be made for (i) the Listing Particulars to be approved as “listing particulars” byEuronext Dublin and (ii) the Notes to be admitted to the Official List of Euronext Dublin and traded on the GEM (which is not a regulated market for thepurposes of Directive 2014/65/EU, as amended (“MiFID II”)) of Euronext Dublin. The Notes are a new issue of securities with no established tradingmarket. We have no obligation to maintain such listing, and we may delist the Notes at any time. The underwriters expect to deliver the Notes in book-entry form under the New Safekeeping Structure (the “NSS”) through Euroclear Bank SA/NV, asoperator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“Clearstream”) (together, Euroclear and Clearstream are referred to hereinas the “ICSDs”), on or about July15, 2026 (the “issue date”), which is the fifth business day following the date of pricing (such settlement cycle beingreferred to as “T+5”). Upon issuance, the Notes will be represented by a global note in registered form (the “Global Note”), which is expected to bedeposited with a common safekeeper (“Common Safekeeper”) for Euroclear and Clearstream and registered in the name of the nominee of the CommonSafekeeper. TABLE OF CONTENTS IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THEACCOMPANYING PROSPECTUSS-iiSPECIAL NOTE ON FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-6CURRENCY CONVERSIONS-9USE OF PROCEEDSS-10CAPITALIZATIONS-11DESCRIPTION OF THE NOTESS-12MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-18UNDERWRITINGS-22CONFLICT OF INTERESTS-27LEGAL MATTERSS-28EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-29 You should rely only on the information contained in or incorporated by reference in this prospectussupplement and the accompanying prospectus. We have not authorized anyone to provide you with differentor additional information. We are not making an offer of these securities in any state where the offer is notpermitted. You should not assume that the information contained in this prospectus supplement or theaccompanying prospectus is accurate as of any date later than the date on the front of thisprospectussupplement. IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUSSUPPLEMENT AND THE ACCOMPANYING PROSPECTUS This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of theNotes being offered. The second part, the base prospectus, gives more general information, some of which may notapply to the Notes being offered. Generally, when we refer to the prospectus, we are referring to both partscombined, and when we refer to the accompanying prospectus, we are referring only to the base prospectus. If thedescription of the Notes varies between this prospectus supplement and the accompanying prospectus, you shouldrely on the information in this prospectus supplement. Capitalized terms used but not de