Jefferies Launches $458 Million Senior Autocallable Notes Tied to Russell 2000 and S&P 500 Indices

Autocallable Structure and Redemption Triggers

The notes utilize an autocallable design permitting Jefferies to redeem early if market criteria are satisfied. Starting about one year after pricing, Jefferies will assess the performance of both indices on scheduled call observation dates. If the worst-performing index meets or exceeds its call value on any observation date, the notes will be automatically called, and investors will receive payment. This setup favors early redemption when market conditions are positive, benefiting the issuer but potentially limiting investor upside.

Annual call observation dates begin on July 19, 2027, with subsequent dates outlined in product documentation. Each observation date aligns with a call payment date, where investors receive compensation if the notes are called. The fixed call premium corresponds to roughly a 9.60% annual return, providing investors clarity on potential payments at each call point before investing.

Underlying Indices and Initial Reference Levels

The notes’ payoff depends on the poorer performance of two key U.S. equity indices. On the pricing date, the Russell 2000 Index stood at 2,962.217, representing small-cap stocks, while the S&P 500 Index, reflecting large-cap equities, was at 7,457.69. The index that declines more from these starting values determines the notes’ payout, meaning broader market weakness heightens investor risk.

For the first three call observation dates, both indices must return to their initial levels (100%) for the notes to be called, with call values set at 2,962.217 for Russell 2000 and 7,457.69 for S&P 500. On the final call observation date, July 17, 2030, thresholds lower to 75% of initial values—2,221.663 for Russell 2000 and 5,593.27 for S&P 500—making early calls more difficult but easing redemption as maturity nears.

Maturity Payment and Risk of Principal Loss

If the notes remain outstanding through maturity on July 22, 2030, investors will receive less than the $1,000 principal per note if the worst-performing index closes below 75% of its initial value on July 17, 2030. In such cases, payments at maturity will fall below 75% of principal, exposing investors to partial or total loss of their investment.

The filing warns that this scenario entails significant downside risk. The maturity payment calculation is directly linked to how far the worst-performing index falls below the 75% threshold. This means substantial equity market declines, especially in the lagging index, can cause major principal erosion. The estimated note value of $957.00 at pricing reflects market expectations of potential losses embedded in this structure.

Credit Risk and Unsecured Nature of the Notes

Issued as senior unsecured obligations of Jefferies Financial Group Inc., these notes lack collateral backing. Principal and interest payments depend solely on Jefferies’ creditworthiness. In the event of default, investors risk losing part or all of their investment regardless of index performance. The notes rank pari passu with Jefferies’ other senior unsecured debt, offering no priority in bankruptcy or restructuring.

Investors hold no security interest in the underlying indices or their constituent securities. Even if both indices perform well, investors’ returns rely entirely on Jefferies’ financial health and the indices’ favorable movements. This dual dependency increases risk—deterioration in credit quality or significant declines in both indices could result in principal loss.

Offering Specifics and Distribution

Jefferies priced the notes on July 17, 2026, with a public offering price of 100% of principal ($1,000 per note) totaling $458 million. The aggregate principal may be increased before the July 22, 2026 issue date but is not guaranteed. Underwriting discounts and commissions amount to 2.00%, or $9,160 in total, leaving net proceeds of approximately $448,840 to Jefferies before expenses.

Delivery will be in book-entry form via The Depository Trust Company around July 22, 2026, against immediate payment. An affiliate will pay a structuring fee up to $6.50 per note for distribution to registered broker-dealers. Jefferies LLC, a wholly owned Jefferies Financial Group subsidiary, serves as distribution agent. The notes carry CUSIP 47234KAC8 and ISIN US47234KAC80 for investor tracking.

Regulatory Compliance and Conflict of Interest Disclosures

Jefferies LLC, a FINRA member and Jefferies Financial Group affiliate, participates in note distribution. Due to this affiliation, the offering complies with FINRA Rule 5121 addressing conflicts of interest inherent when an issuer’s subsidiary sells its securities. Proceeds are designated for general corporate purposes, granting Jefferies flexibility in capital use.

The SEC has neither approved nor disapproved these securities, nor confirmed the completeness or accuracy of the pricing supplement, product supplement, prospectus, or prospectus supplement. This lack of endorsement underscores the importance of thorough investor due diligence. Full terms, conditions, and risks are detailed in accompanying documentation and should be reviewed carefully.

Tax Implications and Forward-Looking Statements

The pricing supplement includes supplemental U.S. federal income tax discussions, which investors should consult their tax advisors about before purchasing. Tax treatment depends on factors such as investor status, timing of autocall events, final maturity payment, and potential tax law changes during the four-year term. Forward-looking statements reflect Jefferies’ views as of issuance but are not guaranteed.

Various external factors could materially affect Jefferies’ operations and results, including market volatility, competition, economic conditions, regulatory changes, and risks outlined in Jefferies’ 2025 Annual Report on Form 10-K. Investors should weigh these broader risks alongside the structured notes’ specific risks when assessing suitability.

Index Observation and Valuation Methodology

Each index’s observation value on call dates is based on closing values. The final maturity payment depends on the index closing prices on July 17, 2030. Call observation dates may be postponed due to market disruptions or extraordinary events, potentially delaying payments. Similarly, valuation and maturity dates may shift accordingly, meaning the four-year maturity timeline is not fixed.

This methodology means returns hinge on snapshot index prices at predetermined dates without averaging, so sharp price swings on observation dates can determine calls or maturity payments. The Russell 2000 and S&P 500 are widely followed benchmarks, ensuring transparency but also exposing the notes to typical equity market risks.