Quarterly Record Investment Banking and Equities Net Revenues

Jefferies Financial Group Inc. (NYSE: JEF):

Quarterly Cash Dividend and Stock Buyback Activity

The Jefferies Board of Directors declared a quarterly cash dividend equal to $0.40 per Jefferies common share, payable on November 25, 2026 to record holders of Jefferies common shares on November 16, 2026.

During the quarter, we repurchased 1.3 million shares of common stock for $70 million, or an average price of $52.34 per share. Year to date, we repurchased 8.3 million shares of common stock for $441 million, or an average price of $53.25 per share. Our Board of Directors has increased our share buyback authorization back to $250 million for future repurchases.

Management Comments

"Our third quarter net revenues were $2.22 billion, net earnings attributable to common shareholders were $261 million, diluted earnings per voting common share were $1.08 and return on adjusted tangible shareholders' equity was 13.5%, reflecting record quarterly results in Investment Banking and Equities, offset by a more subdued market for Fixed Income and a more challenging backdrop for certain funds in our Asset Management business.

"We believe the results of our third quarter demonstrate the strength and momentum of our business and are a strong foundation on which we can continue to build in future periods. We are very optimistic about the trajectory of Jefferies and our ability to achieve meaningfully higher operating margins and earnings as we complete the sale of Tessellis and continue to wind down the remainder of our legacy merchant banking investments. We are keenly focused on improving the consistency and quality of our earnings.

"Our Investment Banking and Equities businesses continued to gain momentum in the third quarter, driving quarterly record net revenues in Advisory, total Investment Banking, Equities and combined Investment Banking and Capital Markets. These results demonstrate the strength and breadth of our business, as well as the benefits of our long-term investments, and reflect the trust our clients put in us and our ability to serve them globally.

“Investment Banking net revenues were $1.33 billion, up 17% from the prior year quarter, with Advisory delivering a record quarter, up 25% versus last year, and Equity Underwriting up 69%. Our results were driven by a strong market opportunity and continued market share gains. We continue to expand our M&A business, led by strong sponsor-led activity during the quarter particularly in the healthcare, industrials and energy sectors. We are very optimistic about the balance of 2026 and our momentum heading into 2027, supported by the breadth and strength of our current backlog and new business activity.

"Capital Markets net revenues were $802 million, up 11% from the prior year quarter. Equities record quarterly net revenues of $626 million, up 29% from the prior year quarter, were driven by global cash and electronic trading, as well as continued growth in prime services. Our prime services business continues to strengthen its global position as a trusted partner to leading, well-diversified hedge funds, which enhances the quality, consistency and durability of our Equities revenues. Our equity options and structured derivatives businesses also continue to expand in partnership with our investment banking business. Fixed Income net revenues were $176 million, down 26% from the prior year quarter, reflecting ongoing slowness in market activity.

"Asset management fees and investment return revenues were $34 million compared to the prior year quarter of $84 million, reflecting weaker performance across several fund strategies. We remain confident in the long-term outlook for the business as we continue to reposition the platform by reducing capital allocated to certain existing funds consistent with the strategy we outlined last fall when we announced our intent to acquire and fund a 50% interest in Hildene.

"We are also continuing to expand our strategic alliance with SMBC. As expected, SMBC has increased its equity ownership in Jefferies to approximately 20% to become our largest shareholder. In Japan, our planned joint venture with SMBC represents a significant opportunity to align SMBC and SMBC Nikko’s domestic market expertise and balance sheet strength with Jefferies’ global Equities platform, global client relationships and trading technology. Expected to begin serving clients in January 2027, the joint venture is intended to scale a leading wholesale equities and equity capital markets business in Japan. We expect this to become a template for other ways to work together globally with our partners at SMBC."

Richard Handler, CEO, and Brian Friedman, President

Results Discussion

Amounts herein pertaining to August 31, 2026 represent a preliminary estimate as of the date of this earnings release and may be revised upon filing our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”). More information on our results of operations for the three and nine months ended August 31, 2026 will be provided upon filing our Quarterly Report on Form 10-Q with the SEC, which we expect to file on or about October 9, 2026.

This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current views and include statements about our future and statements that are not historical facts. These forward-looking statements are usually preceded by the words “should,” “expect,” “intend,” “may,” “will,” "would," or similar expressions. Forward-looking statements may contain expectations regarding revenues, earnings, operations, and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements may also include statements pertaining to our strategies for future development of our businesses and products. Forward-looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. We undertake no obligation to update or revise any such forward-looking statement to reflect subsequent circumstances.

Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

Financial Data and Metrics (Unaudited)

Non-GAAP Reconciliations

The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP financial measures. Management believes such non-GAAP financial measures are useful to investors as they allow them to view our results through the eyes of management, while facilitating a comparison across historical periods. These measures should not be considered a substitute for, or superior to, measures prepared in accordance with U.S. GAAP.

Notes

1. Return on adjusted tangible shareholders' equity and Adjusted return on adjusted tangible shareholders' equity represent a non-GAAP financial measures and are based on full year or annualized amounts. Refer to schedule on page 9 for a reconciliation to U.S. GAAP amounts.
2. Shares outstanding on a fully diluted basis (a non-GAAP financial measure) is defined as common shares outstanding plus preferred shares, restricted stock units, stock options and other shares. Refer to schedule on page 10 for a reconciliation to U.S. GAAP amounts.
3. Adjusted tangible book value per fully diluted share (a non-GAAP financial measure) is defined as adjusted tangible book value (a non-GAAP financial measure) divided by shares outstanding on a fully diluted basis (a non-GAAP financial measure). Refer to schedule on page 10 for a reconciliation to U.S. GAAP amounts.
4. Allocated net interest represents an allocation to Asset Management of certain of our long-term debt interest expense, net of interest income on our Cash and cash equivalents and other sources of liquidity. Allocated net interest has been disaggregated to increase transparency and to present direct Asset Management revenues. We believe that aggregating Allocated net interest would obscure the revenue results by including an amount that is unique to our credit spreads, debt maturity profile, capital structure, liquidity risks and allocation methods.
5. Allocated net interest is not separately disaggregated for Investment Banking and Capital Markets. This presentation is aligned to our Investment Banking and Capital Markets internal performance measurement.
6. Asset management fees and revenues include management and performance fees from funds and accounts managed by us, revenue from strategic affiliated asset managers where we are entitled to portions their operating revenues and income based on our ownership interests in the affiliates.
7. Number of trading loss days is calculated based on trading activities in our Investment Banking and Capital Markets and Asset Management business segments, excluding certain Other investments.
8. VaR estimates the potential loss in value of trading positions due to adverse market movements over a one-day time horizon with a 95% confidence level. For a further discussion of the calculation of VaR, see "Value-at-Risk" in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended November 30, 2025.
9. Level 3 financial instruments represent those financial instruments classified as such under Accounting Standards Codification 820, accounted for at fair value and included within Financial instruments owned.
10. Tangible shareholders' equity (a non-GAAP financial measure) is defined as shareholders' equity less Intangible assets and goodwill. We believe that tangible shareholders' equity is meaningful for valuation purposes, as financial companies are often measured as a multiple of tangible shareholders' equity, making these ratios meaningful for investors.
11. Leverage ratio equals total assets divided by total equity.
12. Tangible gross leverage ratio (a non-GAAP financial measure) equals total assets less goodwill and intangible assets divided by tangible shareholders' equity. The tangible gross leverage ratio is used by rating agencies in assessing our leverage ratio.
13. Compensation ratio equals total compensation expense divided by total net revenues. Non-compensation ratio equals total non-compensation expense divided by total net revenues.
14. Includes goodwill and intangible assets related to Tessellis which were reclassified to assets held for sale during the first quarter of 2026.
15. Includes a $35.5 million after-tax write-down of goodwill associated with Tessellis for the nine months ended August 31, 2026.
16. As a result of the timing of SMBC’s conversion of 55,125 shares of preferred stock for shares of Jefferies’ non-voting common stock and the exchange of 3.8 million shares of Jefferies’ voting common stock for non-voting common stock during the third quarter of 2026, basic and diluted earnings per share differ between the voting and non-voting common shares. Because non-voting shares were outstanding for only a portion of the three and nine month periods, their weighted average share count amplified the impact of distributed dividends, and accordingly, the non-voting common shares reflect higher earnings per share than the voting common shares, despite both classes having identical dividend rates.
17. Book value per common share as of August 31, 2026 was lower compared with August 31, 2025, primarily due to the inclusion of non-voting common shares issued in connection with SMBC’s conversion of preferred shares to non-voting common shares during the third quarter of 2026.

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