Jefferies Financial Group Introduces Autocallable Notes Linked to Four Regional Bank Stocks

Details on Structure and Underlying Securities

Jefferies Financial Group’s newly launched notes are structured to track the relative performance of four major regional banks: Fifth Third Bancorp (NASDAQ:FITB), Regions Financial Corporation (NYSE:RF), Banc of California Inc. (NYSE:BANC), and The PNC Financial Services Group Inc. (NYSE:PNC). The "worst-performing underlying" refers to the stock with the lowest observation or final value relative to its initial value as of the pricing date, July 23, 2026.

These notes carry a six-year maturity, set to mature on July 28, 2032, with the original issue date on July 28, 2026, three business days after pricing. By linking to multiple bank stocks, investors gain exposure to the relative performance of these regional financial institutions, with the weakest performer determining the notes’ payoff at each observation.

Contingent Coupon Payments Featuring a Memory Mechanism

The notes offer contingent coupon payments of $30.00 per observation date, payable quarterly starting October 23, 2026, if the worst-performing underlying closes at or above 70% of its initial value. This coupon barrier ensures payments only occur when the underlying meets performance thresholds.

Importantly, the notes include a memory feature: if a coupon payment is missed because the worst-performing stock falls below the 70% barrier, the unpaid coupons accumulate and must be paid once the barrier is exceeded on a subsequent date. This mechanism allows investors to recoup missed payments, enhancing income potential over time.

Autocallable Feature and Early Redemption Terms

Starting roughly three months post-pricing, Jefferies will assess call observation dates quarterly. If on any such date the worst-performing stock’s value equals or surpasses 100% of its initial value, the notes will be automatically called and redeemed early.

Upon early call, investors receive the $1,000 principal per note plus any contingent coupon due on that call date. This autocallable feature caps upside participation at 100% of initial value and ends further coupon payments, potentially shortening the investment horizon depending on market performance.

Maturity Payoff and Principal Protection Thresholds

At maturity, if the worst-performing underlying closes at or above 60% of its initial value, investors receive the full $1,000 principal amount, providing a downside cushion against declines up to 40%. However, if the final value falls below 60%, the maturity payment will be less than principal, and investors could lose some or all of their investment.

The final contingent coupon payment will also be made if the worst-performing stock’s value exceeds the 70% coupon barrier on the last observation date.

Initial Value and Valuation Methodology

The initial value for each underlying stock is based on its closing price on July 23, 2026. This baseline is critical for calculating coupon payments, call triggers, and maturity payoffs. Barriers are set as percentages of these initial values: 70% for coupons, 100% for calls, and 60% for principal protection.

Observation values on coupon or call dates are determined by multiplying the closing price by an adjustment factor, initially 1.0, which may be modified due to corporate actions such as stock splits or dividends. The final value at maturity uses the closing price on July 23, 2032, similarly adjusted.

Credit Risk and Unsecured Note Status

Payments on these notes depend on the creditworthiness of Jefferies Financial Group Inc., as they are senior unsecured obligations without collateral backing. In the event of issuer default, investors risk losing some or all of their investment. The notes rank equally with other senior unsecured debt of Jefferies, with no priority over other creditors.

This structure exposes investors to both market risk from the four bank stocks and credit risk from Jefferies. Investors do not have any security interest in the underlying stocks, making these notes purely contractual obligations of Jefferies.

Pricing, Distribution, and Commission Details

The notes are offered at a public offering price of 100% ($1,000 per note). Jefferies or Jefferies LLC will pay dealers discounts and commissions up to 3.875% per note, deducted from proceeds. The estimated value at pricing is approximately $952.80 per note, within $30 of that estimate.

Jefferies LLC, a FINRA member and wholly owned subsidiary of Jefferies Financial Group, acts as agent and distributor. Due to this relationship, the offering complies with FINRA Rule 5121 on conflicts of interest. Notes will be issued in book-entry form through The Depository Trust Company around July 28, 2026, with proceeds used for Jefferies Financial Group’s general corporate purposes.

Regulatory Compliance and Approval Status

The offering is made under Jefferies Financial Group’s Series A Global Medium-Term Notes program. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the notes or confirmed the completeness of the pricing supplement, which is preliminary and subject to change prior to final issuance.

The Bank of New York Mellon serves as trustee, and Jefferies Financial Services Inc., another Jefferies subsidiary, acts as calculation agent, overseeing payment calculations and observation monitoring throughout the six-year term.

Adjustment Factors and Antidilution Provisions

The adjustment factor for each underlying starts at 1.0 and may be modified for corporate events affecting the stocks, such as stock splits or dividends. While specific antidilution adjustment details are referenced in the product supplement, this document does not elaborate on triggers or calculations.

These provisions protect the notes’ economic terms against corporate actions that could otherwise distort share prices and affect payoff calculations. Investors should consult the full product supplement for comprehensive antidilution details.

Investor Risk and Considerations Summary

These notes offer a complex risk-return profile, combining structured product features with exposure to four regional bank stocks. The contingent coupon with memory feature provides quarterly income potential if the worst-performing stock remains above 70%, with missed coupons accumulating for later payment.

The autocallable feature allows early redemption if any stock reaches 100% of its initial value, limiting upside participation and ending coupon payments. The downside risk is significant, as principal loss occurs if the worst-performing stock declines more than 40%. Since the notes are linked to the worst-performing of four stocks, the likelihood of severe underperformance may be higher than single-stock notes.

Additionally, investors face credit risk tied to Jefferies Financial Group’s financial health. Prospective buyers should carefully evaluate whether the potential $30 quarterly coupons and 60% principal protection threshold justify the inherent complexities and risks of this investment.