S-3ASR 1 ny20072657x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

JEFFERIES FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)


New York (State or other jurisdiction of incorporation or organization)			13-2615557 (I.R.S. Employer Identification No.)

520 Madison Avenue

New York, New York 10022

(212) 284-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael J. Sharp

Jefferies Financial Group Inc.

520 Madison Avenue

New York, New York 10022

(212) 284-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Prabhat K. Mehta

Michael T. Kohler

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

(212) 839-5300

Approximate date of commencement of proposed sale of the securities to the public: From time to time or at one time after the effective date of this Registration Statement as determined by the Registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS			2
OUR COMPANY			3
RISK FACTORS			4
USE OF PROCEEDS			5
DESCRIPTION OF CAPITAL STOCK			6
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF OTHER SECURITIES			25
FORM, EXCHANGE AND TRANSFER OF DEBT SECURITIES			26
BOOK-ENTRY PROCEDURES AND SETTLEMENT FOR DEBT SECURITIES			29
SELLING SECURITYHOLDERS			32
PLAN OF DISTRIBUTION			33
CONFLICTS OF INTEREST			35
MARKET-MAKING RESALES BY AFFILIATES			36
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			37
CERTAIN ERISA CONSIDERATIONS			52
VALIDITY OF SECURITIES			54
EXPERTS			54
WHERE YOU CAN FIND MORE INFORMATION			55
INCORPORATION BY REFERENCE			55


ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-2
RISK FACTORS			S-3
USE OF PROCEEDS			S-6
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)			S-7
LEGAL MATTERS			S-8
EXPERTS			S-8
WHERE YOU CAN FIND ADDITIONAL INFORMATION			S-8
INCORPORATION BY REFERENCE			S-9


Securities Act Registration Fee			$ *
Rating agency fees			+
Legal Fees and Expenses			+
Printing Expenses			+
Accounting Fees and Expenses			+
Trustee Fees and Expenses			+
Miscellaneous			+
Total			$+


Exhibit Number			Description
1.1			Form of distribution agreement for debt securities.
1.2			Open Market Sale AgreementSM, dated November 1, 2022, between Jefferies Financial Group Inc. and Jefferies LLC (previously filed as Exhibit 1.2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2022)*
3.1			Restated Certificate of Incorporation of Jefferies Financial Group Inc. (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 31, 2026).*
3.2			Amended and Restated By-Laws of Jefferies Financial Group Inc. (effective September 30, 2021) (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 5, 2021).*
4.1			Indenture, dated as of October 18, 2013, originally between Leucadia National Corporation and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 18, 2013), now between Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee.*
4.2			Indenture, dated as of March 12, 2002, by and between Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC (formerly Jefferies Group, Inc.)) and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.1 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3 Registration Statement filed on February 1, 2019 (File Nos. 333-229494 and 333-229494-01)).*
4.3			First Supplemental Indenture, dated as of July 15, 2003, to Indenture dated as of March 12, 2002 by and between Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC (formerly Jefferies Group, Inc.)) and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.2 to Jefferies Group, Inc.’s Form S-3 Registration Statement filed on July 15, 2003 (No. 333-107032)).*
4.4			Second Supplemental Indenture, dated as of December 19, 2012, to the Indenture dated as of March 12, 2002, by and between Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC (formerly Jefferies Group, Inc.)) and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.1 to Jefferies Group, Inc.’s Current Report on Form 8-K filed on December 20, 2012).*
4.5			Third Supplemental Indenture, dated as of March 1, 2013, to the Indenture dated as of March 12, 2002 by and between Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC (formerly Jefferies Group, Inc.)) and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.3 to Jefferies Group, Inc.’s Current Report on Form 8-K filed on March 1, 2013).*
4.6			Fourth Supplemental Indenture, dated as of November 1, 2022, among Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of March 12, 2002 (previously filed as Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on November 1, 2022).*
4.7			Indenture, dated as of May 26, 2016, by and among Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC) and originally Jefferies Group Capital Finance Inc. and The Bank of New York Mellon, as trustee (previously filed as Exhibit 4.1 to the Form 8-A of Jefferies Group LLC and Jefferies Group Capital Finance Inc. filed on January 17, 2017) and currently between Jefferies Financial Group Inc. and The Bank of New York Mellon.*
4.8			First Supplemental Indenture, dated as of November 1, 2022, by and between Jefferies Financial Group Inc. and The Bank of New York Mellon, as trustee, to the Senior Debt Indenture, dated as of May 26, 2016 (previously filed as Exhibit 4.7 to the Registrant’s Current Report on Form 8-K filed on November 1, 2022).*
4.9			Form of senior fixed rate debt security of Jefferies Group LLC and Jefferies Group Capital Finance Inc. (previously filed as Exhibit 4.8 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3ASR Registration Statement filed on February 1, 2022 (File Nos. 333-262456 and 333-262456-01)).*


Exhibit Number			Description
4.10			Form of senior floating rate debt security of Jefferies Group LLC and Jefferies Group Capital Finance Inc. (previously filed as Exhibit 4.9 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3ASR Registration Statement filed on February 1, 2022 (File Nos. 333-262456 and 333-262456-01)).*
4.11			Form of subordinated fixed rate debt security of Jefferies Group LLC and Jefferies Group Capital Finance Inc. (previously filed as Exhibit 4.10 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3ASR Registration Statement filed on February 1, 2022 (File Nos. 333-262456 and 333-262456-01)).*
4.12			Form of subordinated floating rate debt security of Jefferies Group LLC and Jefferies Group Capital Finance Inc. (previously filed as Exhibit 4.11 to Jefferies Group LLC’s and Jefferies Group Capital Finance Inc.’s Form S-3ASR Registration Statement filed on February 1, 2022 (File Nos. 333-262456 and 333-262456-01)).*
4.13			Form of senior fixed rate debt security of Jefferies Financial Group Inc.
4.14			Form of senior floating rate debt security of Jefferies Financial Group Inc.
4.15			Form of subordinated fixed rate debt security of Jefferies Financial Group Inc.
4.16			Form of subordinated floating rate debt security of Jefferies Financial Group Inc.
4.17			Form of Series A senior structured debt security of Jefferies Financial Group Inc.
4.18			Form of Series A Master Note of Jefferies Financial Group Inc.
5.1			Opinion of Sidley Austin LLP.
5.2			Opinion of Sidley Austin LLP.
8.1			Tax Opinion of Sidley Austin LLP.
23.1			Consent of Deloitte & Touche LLP.
23.2			Consent of Sidley Austin LLP (included in Exhibits 5.1, 5.2 and 8.1).
24.1			Power of Attorney (contained on signature page).
25.1			Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon as trustee with respect to the indenture, dated as of October 18, 2013.
25.2			Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon with respect to the Indenture (Senior Securities), dated as of March 12, 2002, by and between Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC (formerly Jefferies Group, Inc.)) and The Bank of New York Mellon, as trustee.
25.3			Form T-1 statement of eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon with respect to the Indenture, dated as of May 26, 2016 (Senior Debt Securities), by and among Jefferies Financial Group Inc. (as successor by merger to Jefferies Group LLC) and Jefferies Group Capital Finance Inc. and The Bank of New York Mellon, as trustee.
107			Calculation of Filing Fee Table.


			JEFFERIES FINANCIAL GROUP INC.

			By:			/s/ Matt Larson
						Name: Matt Larson
						Title: Executive Vice President and Chief Financial Officer


NAME	TITLE	DATE

/s/ Richard B. Handler	Chief Executive Officer and Director (Principal Executive Officer)	May 11, 2026
Richard B. Handler		May 11, 2026

/s/ Brian P. Friedman	President and Director	May 11, 2026
Brian P. Friedman	President and Director	May 11, 2026

/s/ Joseph S. Steinberg	Chairman of the Board of Directors	May 11, 2026
Joseph S. Steinberg	Chairman of the Board of Directors	May 11, 2026

/s/ Matt Larson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 11, 2026
Matt Larson		May 11, 2026

/s/ Mark L. Cagno	Vice President and Controller (Principal Accounting Officer)	May 11, 2026
Mark L. Cagno		May 11, 2026

/s/ Linda L. Adamany	Director	May 11, 2026
Linda L. Adamany	Director	May 11, 2026

/s/ Robert D. Beyer	Director	May 11, 2026
Robert D. Beyer	Director	May 11, 2026

SEC Form S-3ASR filed by Jefferies Financial Group Inc.