Jefferies Issues $458 Million in Senior Autocallable Notes Linked to Stock Market Indices

Autocallable Structure and Trigger Mechanism

The notes feature an autocallable structure that allows Jefferies to redeem the securities early if specified market conditions are met. Beginning approximately one year after the pricing date, Jefferies will observe the performance of both underlying indices on designated call observation dates. If the worst-performing index reaches its call value on any observation date, the company will automatically call the notes and investors will receive payment. This structure incentivizes early redemption when market conditions are favorable, which directly benefits the issuer while potentially limiting upside for investors.

The call observation dates are scheduled annually, with the first occurring on July 19, 2027, and subsequent dates scheduled as described in the accompanying product documentation. Each call observation date corresponds to a specific call payment date when investors would receive compensation if the notes are called. The call premium applied to each observation period remains fixed and reflects the approximately 9.60% annual return mentioned in the disclosure. This predetermined structure means investors know the exact payment they would receive at each possible call point before purchasing the notes.

Underlying Index Performance and Initial Values

The notes are tied to the combined performance of two major U.S. equity indices, with the worst-performing index determining all payoff calculations. The Russell 2000 Index, which tracks small-cap U.S. equities, had an initial value of 2,962.217 on the pricing date. The S&P 500 Index, representing large-cap U.S. equities, had an initial value of 7,457.69 on the same date. Whichever index declines more from these baseline values will drive the notes' ultimate payout, meaning diversified market weakness amplifies investor risk under this structure.

For the first three call observation dates, both indices must return to their initial values (100% of starting levels) for the notes to be called. The call values at these early observation dates are 2,962.217 for the Russell 2000 and 7,457.69 for the S&P 500, representing no decline from initial levels. However, on the final call observation date—July 17, 2030—the call thresholds drop to 75% of initial values, equaling 2,221.663 for the Russell 2000 and 5,593.27 for the S&P 500. This declining threshold structure makes early redemption more challenging but becomes progressively easier as the notes approach maturity.

Payment at Maturity and Downside Risk Exposure

If the notes are not called prior to maturity on July 22, 2030, investors will receive a payment at maturity that is necessarily less than the stated principal amount of $1,000 per note. According to the disclosure, the notes can only reach maturity without being called if the worst-performing underlying index closes below 75% of its initial value on the valuation date of July 17, 2030. In such scenarios, the payment at maturity will be less than 75% of the stated principal amount, meaning investors could lose some or potentially all of their $1,000 investment per note.

The filing explicitly warns that this loss scenario represents material downside exposure. The calculation of the payment at maturity is tied directly to how far the worst-performing index has declined below the 75% threshold. For investors holding notes through maturity, significant equity market weakness—particularly in whichever index performs worse between the Russell 2000 and S&P 500—creates substantial principal erosion. The disclosed estimated value of $957.00 per note on the pricing date reflects market expectations about the probability and magnitude of potential losses, showing the market's assessment that meaningful downside risk is embedded in the structure.

Credit Risk and Unsecured Obligation Status

The notes are issued as senior unsecured obligations of Jefferies Financial Group Inc., meaning they are not backed by any collateral or specific assets. All payments of principal and interest are subject to Jefferies' credit risk, and if the company defaults on its obligations, investors could lose some or a significant portion of their investment regardless of how favorably the underlying indices perform. The notes rank equally with Jefferies' other senior unsecured indebtedness, providing no priority in a bankruptcy or restructuring scenario compared to other similarly-ranked obligations.

Investors will not have any security interest in the underlying indices or the securities represented by those indices. This means that even if both the Russell 2000 and S&P 500 perform exceptionally well, investors are protected only by Jefferies' general creditworthiness and solvency. The notes depend entirely on both the company's ability to meet its financial obligations and the favorable movement of two distinct equity indices simultaneously. This dual dependency creates compounded risk—if either the company's credit quality deteriorates or both indices decline significantly, investors face potential principal loss.

Offering Details and Distribution Terms

Jefferies priced the notes on July 17, 2026, with a public offering price of 100% of stated principal amount ($1,000 per note) and an aggregate principal amount of $458 million. The company may increase this aggregate principal amount prior to the original issue date of July 22, 2026 but is not required to do so. Underwriting discounts and commissions total 2.00% of the offering price, equaling $9,160 on an aggregate basis, with proceeds to Jefferies Financial Group Inc. before expenses calculated at 98.00% of the offering price, or $448,840 in total.

The notes will be delivered in book-entry form only through The Depository Trust Company on or about July 22, 2026, against payment in immediately available funds. An affiliate of the issuer will pay a structuring fee of up to $6.50 per note in connection with distributing the notes to other registered broker-dealers. Jefferies LLC, a wholly-owned subsidiary of Jefferies Financial Group Inc., acts as the agent for the distribution. The notes carry CUSIP 47234KAC8 and ISIN US47234KAC80, allowing investors to identify and track these securities in their portfolios.

Regulatory Oversight and Conflict of Interest Disclosures

Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., is a FINRA member and will participate in distributing the notes. Because the distributor is an affiliate of the issuer, the offering is subject to FINRA Rule 5121 relating to conflicts of interest and is being conducted in accordance with that rule's requirements. This regulatory framework is designed to address the inherent conflict created when an issuer's own subsidiary actively sells the issuer's securities to investors. The use of proceeds from this offering has been designated for general corporate purposes, providing flexibility in how Jefferies deploys the capital raised.

The SEC has not approved or disapproved these securities, nor has it determined whether this pricing supplement, the product supplement, prospectus, or prospectus supplement is truthful or complete. The regulatory authority's lack of approval does not constitute an endorsement or validation of the investment, and investors should conduct thorough due diligence before purchasing these notes. The complete terms, conditions, and risk factors are detailed in the accompanying product supplement, prospectus supplement, and base prospectus, which investors should review carefully.

Tax Consequences and Forward-Looking Considerations

The pricing supplement incorporates supplemental discussion of U.S. federal income tax consequences, which investors should review with their tax advisors prior to purchase. The tax treatment of these notes depends on several factors, including the investor's tax status, the occurrence and timing of the autocall feature, the ultimate payment received at maturity, and changes in tax law that could occur over the four-year holding period. The forward-looking statements contained in the pricing supplement and related documents reflect Jefferies' beliefs as of the date made but are not guaranteed.

Various factors beyond management's control could affect the company's operations, performance, and business strategy, potentially causing actual results to differ materially from expectations expressed in forward-looking statements. These factors include financial market volatility, competitive actions, general economic conditions, regulatory developments, and other risks outlined in Jefferies' Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Investors should consider these broader risks alongside the specific risks of the structured notes when evaluating whether this investment aligns with their financial objectives and risk tolerance.

Index Observation Methodology and Valuation Dates

The observation value of each underlying index on any call observation date is determined by the index closing value on that date. The final value used to calculate payment at maturity is similarly based on the index closing value on the valuation date of July 17, 2030. Call observation dates are subject to postponement as described in the accompanying product supplement, which means actual payment dates could be delayed if market disruptions or other extraordinary events occur. Similarly, the valuation date and maturity date may be postponed if the valuation date is postponed, meaning the four-year maturity timeline is not absolute.

This observation methodology means investors' returns depend on specific snapshot prices of two major equity indices at predetermined dates. There is no averaging or smoothing of prices, so a sharp decline or spike on any observation date could determine whether the notes are called or what maturity payment is received. The indices themselves are widely traded financial benchmarks tracked by millions of investors and used as reference points for numerous financial products, providing transparency and objectivity in performance measurement but also exposing this product to the same market dynamics affecting all equity-linked instruments.