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Jefferies Financial Group Inc. has introduced $1.498 million in Senior Autocallable Contingent Coupon Barrier Notes maturing on July 28, 2032. These notes are linked to the worst-performing stock among Fifth Third Bancorp, Regions Financial Corporation, Banc of California Inc., and The PNC Financial Services Group. Priced on July 23, 2026, with an original issue date of July 28, 2026, the structured notes include quarterly coupon observations and automatic call features based on performance benchmarks. Investors bear credit risk tied to Jefferies’ solvency, as these unsecured notes lack collateral backing.
Key Highlights
- NYSE ticker: JEF
- Jefferies Financial Group issued $1.498 million aggregate principal of autocallable structured notes at $1,000 each
- Notes mature July 28, 2032; pricing date July 23, 2026; quarterly coupon and call observations start October 23, 2026
- Performance linked to the lowest-performing stock among FITB, RF, BANC, and PNC with contingent coupon payments of $30.00 per period if barrier conditions are met
- Underwriting discount of 3.875%, totaling $58,047.50; net proceeds to Jefferies before expenses are $1,439,952.50
Autocallable Notes Structure and Features
Jefferies Financial Group designed these notes to provide income through quarterly contingent coupon payments with a memory feature. Coupons are calculated at $30.00 per period multiplied by the total number of coupon observation dates elapsed, less any previously paid coupons. This memory mechanism ensures investors receive accumulated coupon amounts if prior payments were skipped due to the worst-performing stock not meeting the coupon barrier set at 70% of initial stock values: $40.01 for Fifth Third Bancorp, $21.46 for Regions Financial, $14.97 for Banc of California, and $174.48 for PNC Financial Services.
The autocallable feature allows for early redemption if the worst-performing stock equals or exceeds its call value at any quarterly call observation date starting about three months post-pricing. Call values are set at 100% of initial stock prices: $57.15 for FITB, $30.66 for RF, $21.38 for BANC, and $249.26 for PNC. Upon automatic call, investors receive the principal plus any accrued contingent coupon due on that date, with no further payments. This may result in early termination of investment exposure if underlying stocks perform well.
Initial Pricing and Valuation Details
The initial reference prices for the underlying stocks, fixed on July 23, 2026, were: Fifth Third Bancorp at $57.15, Regions Financial at $30.66, Banc of California at $21.38, and PNC Financial Services at $249.26 per share. Each note’s estimated value at pricing was $964.90, reflecting a discount to par to account for credit risk and embedded derivatives.
The public offering price was set at par value ($1,000 per note) with a 3.875% underwriting discount totaling $58,047.50 on the $1.498 million aggregate. Jefferies received net proceeds of $1,439,952.50 before expenses. Notes are issued in book-entry form via The Depository Trust Company, with CUSIP 47234KBL7 and ISIN US47234KBL70 for standardized trading identification.
Maturity Payment and Downside Risk Considerations
At maturity on July 28, 2032, payments depend on the final value of the worst-performing stock relative to a threshold set at 60% of initial prices: $34.29 for FITB, $18.40 for RF, $12.83 for BANC, and $149.56 for PNC. If the worst-performing stock’s final value meets or exceeds this threshold, investors receive full principal back. If below, maturity payments are reduced per the product supplement’s formula, potentially resulting in partial or total loss of principal.
Additionally, the final contingent coupon is payable if the worst-performing stock’s value on the last coupon observation date meets or exceeds its coupon barrier. This structure creates leveraged downside risk linked to the poorest-performing regional bank stock, with capped upside via the autocall feature and significant exposure to declines below the threshold.
Underlying Stocks and Worst-Performer Determination
The notes reference common stocks of four regional banks: Fifth Third Bancorp (Nasdaq:FITB), Regions Financial Corporation (NYSE:RF), Banc of California Inc. (NYSE:BANC), and The PNC Financial Services Group (NYSE:PNC). The worst-performing underlying is identified as the stock with the lowest ratio of observation or final value to initial value on observation dates or maturity, concentrating risk on the weakest performer regardless of others’ performance.
Observation values are calculated by multiplying closing prices by an adjustment factor on coupon or call dates. The final value uses the closing price on July 23, 2032. The adjustment factor starts at 1.0 but may be modified for corporate actions like stock splits or dividends to preserve economic intent.
Credit Risk and Unsecured Note Status
All payments depend on Jefferies Financial Group Inc.’s creditworthiness. As senior unsecured obligations without collateral or direct claims on the underlying stocks, investors face risk of partial or total loss if Jefferies defaults. These notes rank equally with other senior unsecured debt and lack priority claims on company assets.
This dual risk profile combines exposure to the worst-performing underlying stock’s market risk and Jefferies’ credit risk, differentiating these notes from direct equity ownership where investors hold claims on underlying companies.
Contingent Coupon Memory Feature Explained
The contingent coupon’s memory feature ensures that missed coupon payments due to the worst-performing stock falling below the 70% barrier are accumulated and payable once the barrier is exceeded again. For example, skipped coupons over several quarters will be paid in a lump sum when the barrier condition is restored, calculated as $30.00 times the total number of observation periods minus previously paid amounts.
Coupon observation and payment dates occur quarterly starting October 23, 2026, with possible postponements as detailed in the product supplement.
Distribution, Regulatory Oversight, and Agent Roles
Jefferies LLC, a wholly-owned Jefferies Financial Group subsidiary, acts as agent and distributor. As a FINRA member, the offering complies with FINRA Rule 5121 addressing conflicts of interest since the broker-dealer is both underwriter and issuer subsidiary. Jefferies Financial Services Inc., another subsidiary, serves as Calculation Agent responsible for valuation and payment calculations.
The Bank of New York Mellon is Trustee overseeing Jefferies’ obligations. The notes are issued under Jefferies’ Series A Global Medium-Term Notes program (SEC Registration No. 333-295759) with full disclosure provided in the product supplement dated May 11, 2026, prospectus supplement dated May 11, 2026, and base prospectus dated May 11, 2026, as modified by this pricing supplement. The SEC and state regulators have neither approved nor disapproved these securities.
Use of Proceeds and Note Characteristics
Proceeds of $1,439,952.50 before expenses will fund Jefferies Financial Group’s general corporate purposes. The notes will not be exchange-listed but trade over-the-counter through authorized dealers. Each note has a stated principal of $1,000 and matures on July 28, 2032, about six years after initial issuance.
These complex notes require investors to understand layered risks including autocall early redemption, contingent coupons with memory, and downside participation tied to the worst-performing regional bank stock. Denominated in U.S. dollars and settled electronically in book-entry form, they differ significantly from direct equity or traditional bond investments.
