Quarterly Record Combined Investment Banking Advisory and Underwriting Net Revenues, as well as Quarterly Record Equities Net Revenues

Jefferies Financial Group Inc. (NYSE:JEF)

Q2 Financial Highlights

$ in thousands, except per share amounts	Quarter End						Year-to-Date
		2Q26			2Q25			2026			2025
Net earnings attributable to common shareholders	$	226,234		$	88,017		$	382,161		$	215,955
Diluted earnings per voting common share	$	1.02		$	0.40		$	1.70		$	0.97
Return on adjusted tangible shareholders' equity¹		12.8	%		5.5	%		12.2	%		6.9	%
Total net revenues	$	2,206,451		$	1,634,447		$	4,223,581		$	3,227,466
Investment banking net revenues	$	1,206,820		$	766,307		$	2,224,113		$	1,466,999
Capital markets net revenues	$	799,292		$	704,155		$	1,578,048		$	1,402,439
Asset management net revenues	$	187,718		$	154,621		$	407,980		$	346,336
Pre-tax earnings	$	315,549		$	134,901		$	527,765		$	285,966
Book value per common share	$	51.95		$	49.96		$	51.95		$	49.96
Adjusted tangible book value per fully diluted share³	$	34.55		$	32.84		$	34.55		$	32.84

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 August 28, 2026 to record holders of Jefferies common shares on August 18, 2026.

During the quarter, we repurchased 4.0 million shares of common stock for $197 million, or an average price of $49.83 per share. Our Board of Directors has increased our share buyback authorization back to a total of $250 million.

Management Comments

"Our strong second quarter net revenues of $2.21 billion, net earnings attributable to common shareholders of $226 million, diluted earnings per voting common share of $1.02 and return on adjusted tangible shareholders' equity of 12.8% reflect the momentum and market position we have been building at Jefferies.

"The continued acceleration in our core businesses during the second quarter drove record first half net revenues in Advisory, total Investment Banking, Equities, total Capital Markets and combined Investment Banking and Capital Markets. We expect to build further on this momentum in coming periods.

"Investment Banking net revenues were $1.21 billion, up 57% from the prior year quarter. Growth was driven by continued market share gains and a growing addressable market in our Advisory and Equity Underwriting businesses and represent a balanced performance, as no single outsized fee drove our results. We continue to make progress in building our corporate M&A business, while staying focused on our historical areas of strength in sponsor-led activity and had very strong performance during the quarter with corporates particularly in the healthcare, industrials and energy sectors. The new issue market remains resilient. We continue to be optimistic about the second half of 2026, given the strength of our current backlog and new business bookings.

"Capital Markets net revenues were $799 million, up 14% from the prior year quarter. Equities delivered record net revenues of $601 million, up 14% from the prior year quarter. Our continued growth in Equities is being driven by market share gains in cash and electronic trading in EMEA, Asia and the Americas, as well as growth in prime services where we have become an increasingly important strategic partner to some of the most significant, well diversified, hedge funds in the world. While the growth of client-related prime brokerage balances has added to our overall balance sheet size, it has added a layer of high quality, consistent revenues that supports a more durable earnings profile. Additionally, our equity derivatives business continues to expand in sync with our investment banking business, and has allowed Jefferies to support some of our corporate clients' most important transactions with strategic derivative solutions. The shape and scale of growth in our Equities business is translating to higher overall equities operating margins after we invested the past few years in infrastructure to support meaningfully larger global volumes. Fixed Income net revenues were $199 million, up 12%, from the prior year quarter, reflecting strong performance in our distressed, municipal and emerging markets businesses.

"Asset management fees and investment return revenues were $46 million, down 35% compared to the prior year quarter due to weaker performance across several fund strategies, as well as the impact of our strategy to reposition the business by reducing capital allocated to certain funds in line with the announcement we made last fall when we disclosed our intent to acquire 50% of Hildene. In the short term, this has resulted in modestly lower investment return until we close our investment in Hildene, which we are targeting to complete in our third quarter, and should be immediately accretive to results."

Richard Handler, CEO, and Brian Friedman, President

Financial Summary (Unaudited)

$ in thousands	Three Months Ended									Six Months Ended
	May 31, 2026			February 28, 2026			May 31, 2025			May 31, 2026			May 31, 2025
Net revenues by source:
Advisory	$	674,118		$	527,128		$	457,860		$	1,201,246		$	855,640
Equity underwriting		370,691			305,969			122,366			676,660			250,886
Debt underwriting		160,186			181,858			205,363			342,044			404,725
Other investment banking		1,825			2,338			(19,282	)		4,163			(44,252	)
Total Investment Banking		1,206,820			1,017,293			766,307			2,224,113			1,466,999
Equities		600,751			558,488			526,244			1,159,239			935,302
Fixed income		198,541			220,268			177,911			418,809			467,137
Total Capital Markets		799,292			778,756			704,155			1,578,048			1,402,439
Total Investment Banking and Capital Markets Net revenues⁵		2,006,112			1,796,049			1,470,462			3,802,161			2,869,438
Asset management fees and revenues⁶		15,169			69,910			20,766			85,079			109,396
Investment return		31,037			88,992			50,404			120,029			44,770
Allocated net interest⁴		(22,935	)		(22,238	)		(19,144	)		(45,173	)		(36,365	)
Other investments, inclusive of net interest		164,447			83,598			102,595			248,045			228,535
Total Asset Management Net revenues		187,718			220,262			154,621			407,980			346,336
Other		12,621			819			9,364			13,440			11,692
Total Net revenues by source	$	2,206,451		$	2,017,130		$	1,634,447		$	4,223,581		$	3,227,466

Non-interest expenses:
Compensation and benefits	$	1,188,245		$	1,085,890		$	854,839		$	2,274,135		$	1,695,966
Compensation ratio¹³		53.9	%		53.8	%		52.3	%		53.8	%		52.5	%
Non-compensation expenses	$	702,657		$	719,024		$	644,707		$	1,421,681		$	1,245,534
Non-compensation ratio¹³		31.8	%		35.6	%		39.4	%		33.7	%		38.6	%
Total Non-interest expenses	$	1,890,902		$	1,804,914		$	1,499,546		$	3,695,816		$	2,941,500

Net earnings before income taxes	$	315,549		$	212,216		$	134,901		$	527,765		$	285,966
Income tax expense	$	65,571		$	52,870		$	43,506		$	118,441		$	57,722
Income tax rate		20.8	%		24.9	%		32.3	%		22.4	%		20.2	%
Net earnings	$	249,978		$	159,346		$	91,395		$	409,324		$	228,244
Net losses attributable to noncontrolling interests		(5,440	)		(15,858	)		(7,668	)		(21,298	)		(14,651	)
Preferred stock dividends		29,184			19,504			11,046			48,461			26,940
Net earnings attributable to common shareholders	$	226,234		$	155,700		$	88,017		$	382,161		$	215,955

Results Discussion

Three Months Ended May 31, 2026 Versus May 31, 2025

Six Months Ended May 31, 2026 Versus May 31, 2025

Net earnings attributable to common shareholders of $226 million.
Diluted earnings per voting common share of $1.02.
Return on adjusted tangible shareholders' equity¹ of 12.8%.
Repurchased 4.0 million shares of common stock for $197 million, at an average price of $49.83 per share, including 2.5 million shares of common stock in the open market for $121 million and 1.5 million shares of common stock for $76 million in connection with net-share settlements related to our equity compensation plans.
We had 194.1 million voting common shares outstanding and 252.0 million common shares outstanding on a fully diluted basis² at May 31, 2026. Our book value per common share was $51.95 and adjusted tangible book value per fully diluted share³ was $34.55.
Effective tax rate of 20.8% compared to 32.3% for the prior year quarter. The lower rate was primarily from investment tax credits and lower state and local taxes.

Net earnings attributable to common shareholders of $382 million.
Diluted earnings per voting common share of $1.70.
Return on adjusted tangible shareholders' equity¹ of 12.2%.
Repurchased 7.0 million shares of common stock for $372 million, at an average price of $53.42 per share, including 5.0 million shares of common stock in the open market for $265 million and 2.0 million shares of common stock for $107 million in connection with net-share settlements related to our equity compensation plans.
Effective tax rate of 22.4% compared to 20.2% for the prior year period. The lower rate last year was primarily driven by the partial resolution of certain state and local tax matters in the prior year period.

Investment Banking and Capital Markets

Investment Banking net revenues from combined Advisory and Underwriting totaling $1.20 billion reflect our best quarterly results ever and were 53% higher than the prior year quarter.
- Advisory net revenues of $674 million reflect our best quarter on record and were 47% higher than the prior year quarter, driven by market share gains and increased deal volumes.
- Underwriting net revenues of $531 million were 62% higher than the prior year quarter, primarily driven by market share gains and increased activity in Equity underwriting across most sectors. Debt underwriting remained solid but decreased compared to the prior year quarter primarily due to lower deal values and lower origination of asset-backed securities.
Capital Markets net revenues of $799 million were 14% higher compared to the prior year quarter.
- Equities net revenues increased 14%, marking our strongest quarter on record, primarily due to higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading. Additionally, prime services continues to expand.
- Fixed Income net revenues increased 12% from the prior year quarter, primarily driven by strong performance in our distressed, municipal securities and emerging markets businesses.

Investment Banking net revenues from Advisory and Underwriting totaling $2.22 billion reflect our best first-half year results ever and were 47% higher than the prior year period.
- Advisory net revenues of $1.20 billion reflect our best first-half year results ever and were 40% higher than the prior year period, driven by market share gains and increased overall market opportunity.
- Underwriting net revenues of $1.02 billion were 55% higher than the prior year period, primarily driven by market share gains and increased activity in Equity underwriting across several sectors and is reflective of a stronger issuance market. Debt underwriting remained strong but decreased compared to the prior year period primarily due to lower deal values.
Capital Markets net revenues of $1.58 billion reflect our best first-half year results ever and were 13% higher compared to the prior year period.
- Equities net revenues increased 24%, marking our highest first-half year results on record, primarily due to higher global trading volumes driving stronger results across most of our businesses, particularly within cash and electronic trading. Additionally, prime services continues to expand. Our equity options, convertibles, and corporate derivatives businesses also produced strong results.
- Fixed Income net revenues decreased 10% from the prior year period and current year results include a mark-to-market loss associated with Market Financial Solutions.

Asset Management

Asset Management fees and revenues and investment return of $46 million were lower than the prior year quarter.
- Asset management fees and revenues decreased from the prior year quarter, as a result of lower management fees from funds and accounts managed by us, primarily Point Bonita, as well as funds and accounts managed by our strategic affiliates.
- Investment return decreased from the prior year quarter, as strong performance from strategies with a long equity bias was offset by lower performance across other fund strategies and the impact of reduced capital allocated to certain funds based on our strategy to reposition the business.

Asset Management fees and revenues and investment return of $205 million were meaningfully higher than the prior year period.
- Asset management fees and revenues were lower compared to the prior year period, as a result of higher performance fees from funds and accounts managed by our strategic affiliates, offset by lower performance fees largely associated with Point Bonita.
- Investment return increased significantly from the prior year period due to improved performance across several fund strategies, particularly those with a long-equity bias.

Non-interest Expenses

Compensation and benefits expense as a percentage of Net revenues was 54%, compared to 52% for the prior year quarter.
Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication expenses. Non-compensation expenses as a percentage of Net revenues decreased to 32%, compared to 39% for the prior year quarter.

Compensation and benefits expense as a percentage of Net revenues was 54%, compared to 53% for the prior year period.
Non-compensation expenses were higher primarily due to increased brokerage and clearing fees associated with increased equities trading volumes, and increased technology and communication and business development expenses. In addition, other expenses were higher primarily due to the write-down of goodwill associated with the expected sale of Tessellis. Non-compensation expenses as a percentage of Net revenues decreased to 34%, compared to 39% for the prior year period.

* * * *

Amounts herein pertaining to May 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 six months ended May 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 July 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).

Consolidated Statements of Earnings (Unaudited)

$ in thousands, except per share amounts	Three Months Ended May 31,						Six Months Ended May 31,
		2026			2025			2026			2025
Revenues
Investment banking	$	1,209,625		$	789,269		$	2,227,909		$	1,518,779
Principal transactions		488,666			338,507			976,164			745,737
Commissions and other fees		400,614			353,233			768,218			641,533
Asset management fees and revenues		9,788			20,076			77,150			105,484
Interest		853,962			878,025			1,667,081			1,723,196
Other		155,542			115,205			272,940			232,450
Total revenues		3,118,197			2,494,315			5,989,462			4,967,179
Interest expense		911,746			859,868			1,765,881			1,739,713
Net revenues		2,206,451			1,634,447			4,223,581			3,227,466
Non-interest expenses
Compensation and benefits		1,188,245			854,839			2,274,135			1,695,966
Brokerage and clearing fees		147,446			129,745			280,578			239,181
Underwriting costs		26,858			14,525			58,241			32,371
Technology and communications		162,860			146,198			322,718			285,673
Occupancy and equipment rental		34,499			30,711			68,359			60,910
Business development		89,108			80,070			164,530			152,361
Professional services		98,707			77,768			175,651			150,234
Depreciation and amortization		47,328			52,253			104,193			83,241
Cost of sales		31,253			42,961			61,173			84,529
Other expenses		64,598			70,476			186,238			157,034
Total non-interest expenses		1,890,902			1,499,546			3,695,816			2,941,500
Earnings before income taxes		315,549			134,901			527,765			285,966
Income tax expense		65,571			43,506			118,441			57,722
Net earnings		249,978			91,395			409,324			228,244
Net losses attributable to noncontrolling interests		(5,440	)		(7,668	)		(21,298	)		(14,651	)
Preferred stock dividends		29,184			11,046			48,461			26,940
Net earnings attributable to common shareholders	$	226,234		$	88,017		$	382,161		$	215,955

Financial Data and Metrics (Unaudited)

	Three Months Ended						Six Months Ended
	May 31, 2026		February 28, 2026		May 31, 2025		May 31, 2026		May 31, 2025
Other Data:
Number of trading days		63		61		63		124		124
Number of trading loss days⁷		0		1		13		1		17
Average VaR (in millions)⁸	$	10.31	$	9.78	$	11.89	$	10.05	$	12.50

*In millions, except other data*	May 31, 2026		February 28, 2026		May 31, 2025
Financial position:
Total assets	$	79,540	$	74,380	$	67,285
Cash and cash equivalents		14,315		11,963		11,260
Financial instruments owned		28,038		28,079		25,570
Level 3 financial instruments owned⁹		839		849		763
Goodwill and intangible assets, net¹⁴		1,974		1,979		2,060
Total equity		10,607		10,662		10,382
Total shareholders' equity		10,567		10,611		10,305
Tangible shareholders' equity¹⁰		8,593		8,632		8,245
Other data and financial ratios:
Leverage ratio¹¹		7.5		7.0		6.5
Tangible gross leverage ratio¹²		9.0		8.4		7.9
Number of employees at period end		7,371		7,596		7,671
Number of employees excluding Tessellis and Stratos at period end		6,236		6,221		5,949

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.

Return on Adjusted Tangible Equity Reconciliation

$ in thousands	Three Months Ended May 31,						Six Months Ended May 31,
		2026			2025			2026			2025
Net earnings attributable to common shareholders (GAAP)	$	226,234		$	88,017		$	382,161		$	215,955
Intangible amortization and impairment expense, net of tax¹⁵		1,682			5,824			48,170			13,093
Adjusted net earnings to common shareholders (non-GAAP)		227,916			93,841			430,331			229,048
Preferred stock dividends		29,184			11,046			48,461			26,940
Adjusted net earnings to total shareholders (non-GAAP)	$	257,100		$	104,887		$	478,792		$	255,988

Adjusted net earnings to total shareholders (non-GAAP)¹	$	1,028,400		$	419,548		$	957,584		$	511,976

	February 28,						November 30,
		2026			2025			2025			2024
Shareholders' equity (GAAP)	$	10,610,845		$	10,204,228		$	10,574,696		$	10,156,772
Less: Goodwill and intangible assets, net		(1,978,652	)		(2,037,906	)		(2,040,147	)		(2,054,310	)
Less: Deferred tax asset, net		(493,427	)		(507,452	)		(459,052	)		(497,590	)
Less: Weighted average impact of dividends and share repurchases		(112,340	)		(67,343	)		(244,489	)		(157,540	)
Adjusted tangible shareholders' equity (non-GAAP)	$	8,026,426		$	7,591,527		$	7,831,008		$	7,447,332

Return on adjusted tangible shareholders' equity (non-GAAP)¹		12.8	%		5.5	%		12.2	%		6.9	%

Adjusted Tangible Book Value and Fully Diluted Shares Outstanding Reconciliation

Reconciliation of book value (shareholders' equity) to adjusted tangible book value and common shares outstanding to fully diluted shares outstanding:

$ in thousands, except per share amounts		May 31, 2026			May 31, 2025
Book value (GAAP)		$	10,566,996		$	10,305,025
Stock options⁽¹⁾			114,939			114,939
Goodwill and intangible assets, net⁽²⁾			(1,974,240	)		(2,060,018	)
Adjusted tangible book value (non-GAAP)		$	8,707,695		$	8,359,946

Voting common shares outstanding (GAAP)			194,145			206,272
Non-voting common shares outstanding (GAAP)			9,247			—
Preferred shares			27,563			27,563
Restricted stock units ("RSUs")			14,251			14,099
Stock options⁽¹⁾			5,064			5,064
Other			1,758			1,566
Adjusted fully diluted shares outstanding (non-GAAP)⁽³⁾			252,028			254,564

Book value per common share outstanding		$	51.95		$	49.96
Adjusted tangible book value per fully diluted share outstanding (non-GAAP)		$	34.55		$	32.84

⁽¹⁾	Stock options added to book value are equal to the total number of stock options outstanding as of May 31, 2026 and 2025 of 5.1 million multiplied by the exercise price of $22.69 on May 31, 2026 and 2025.
⁽²⁾	Includes goodwill and intangible assets related to Tessellis which were reclassified to assets held for sale during the first quarter of 2026.
⁽³⁾	Fully diluted shares outstanding include vested and unvested RSUs as well as the target number of RSUs issuable under the senior executive compensation plans until the performance period is complete. Fully diluted shares outstanding also include all stock options and the impact of convertible preferred shares if-converted to common shares.

Notes

Return on adjusted tangible shareholders' equity represents a non-GAAP financial measure and is based on full year or annualized amounts. Refer to schedule on page 8 for a reconciliation to U.S. GAAP amounts.
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 9 for a reconciliation to U.S. GAAP amounts.
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 9 for a reconciliation to U.S. GAAP amounts.
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.
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.
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.
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.
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.
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.
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.
Leverage ratio equals total assets divided by total equity.
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.
Compensation ratio equals total compensation expense divided by total net revenues. Non-compensation ratio equals total non-compensation expense divided by total net revenues.
Includes goodwill and intangible assets related to Tessellis which were reclassified to assets held for sale during the first quarter of 2026.
Includes a $35.5 million after-tax write-down of goodwill associated with Tessellis for the six months ended May 31, 2026.

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Jefferies Announces Second Quarter 2026 Financial Results