v3.26.1
Total Equity
 6 Months Ended
May 31, 2026
Equity [Abstract]  
Total Equity
Note 16. Total Equity
Preferred Shares
At May 31, 2026 and November 30, 2025, 6.0 million of preferred shares, par value $1.00 per share, were authorized.
On April 27, 2023, we established Series B Non-Voting Convertible Preferred Shares with a par value of $1.00 per share (“Series B Preferred Stock”) and designated 70,000 shares as Series B Preferred Stock. The Series B Preferred Stock has a liquidation preference of $17,500 per share and rank senior to our voting common stock upon dissolution, liquidation or winding up of Jefferies Financial Group Inc. The Series B Preferred Stock participates in cash dividends and distributions alongside our voting common stock on an as-converted basis. Additionally, on April 27, 2023, we entered into an Exchange Agreement with Sumitomo Mitsui Banking Corporation’s (“SMBC”), which entitles SMBC to exchange shares of our voting common stock for shares of the Series B Preferred Stock at a rate of 500 shares of voting common stock for one share of Series B Preferred Stock and SMBC is required to pay $1.50 per share of voting common stock exchanged. As of November 30, 2025, SMBC had exchanged approximately 27.6 million shares of voting common stock for 55,125 shares of Series B Preferred Stock.
On September 19, 2025, our Board of Directors established Series B-1 Non-Voting Convertible Preferred Shares with a par value of $1.00 per share (“Series B-1 Preferred Stock”) and designated 17,500 shares as Series B-1 Preferred Stock with a liquidation preference of $500 per share. Additionally, on September 19, 2025, we entered into an amended and restated Exchange Agreement (the “Amended and Restated Exchange Agreement”) with SMBC, which entitles SMBC to exchange shares of our voting common stock for shares of the Series B-1 Preferred Stock at a rate of 500 shares of voting common stock for one share of Series B-1 Preferred Stock. The Amended and Restated Exchange Agreement is limited to 17,500 shares of Series B-1 Preferred Stock. Under the Amended and Restated Exchange Agreement, SMBC is permitted to increase its economic ownership in the Company to up to 20% on an as-converted and fully diluted basis, while continuing to own less than 5% of a voting interest in the Company. As of May 31, 2026, there are currently no outstanding Series B-1 Preferred Stock.
Common Shares
Our Board of Directors has authorized two classes of common stock (i) voting and (ii) non-voting. The rights of the holders of each class of common stock are identical with the exception of voting rights.
May 31, 2026 (1)
Common SharesPar ValueAuthorized
Shares		Outstanding Shares
Voting common shares$1.00552,264,500 194,145,489 
Non-voting common shares$1.0047,735,500 9,247,081 
Total600,000,000 203,392,570 
November 30, 2025
Common SharesPar ValueAuthorized
Shares		Outstanding Shares
Voting common shares$1.00565,000,000 206,296,167 
Non-voting common shares$1.0035,000,000 — 
Total600,000,000 206,296,167 
(1) On March 26, 2026, shareholders approved an Amended and Restated Certificate of Incorporation, which authorized the issuance of 552,264,500 shares of voting common stock with a par value of $1.00 per share, and 47,735,500 shares of non-voting common stock with a par value of $1.00 per share.
On April 27, 2026, SMBC exchanged 9.2 million shares of Jefferies’ voting common stock for shares of non-voting common stock on a one-for-one basis. The rights of voting and non-voting common shares are identical, except with respect to voting rights.
At May 31, 2026, SMBC owns approximately 18.7% of our common stock and 17.2% on a fully-diluted basis.
On June 30, 2026, SMBC converted 55,125 preferred shares for 27.6 million non-voting common shares in accordance with the Exchange Agreement.
During the six months ended May 31, 2026, we repurchased a total 7.0 million of our common shares for $371.7 million, or an average price of $53.42 per share, including 5.0 million of our common shares for $264.9 million in the open market under our share repurchase program, and 2.0 million of our common shares for $106.8 million in connection with net-share tax withholding under our equity compensation plan. In June 2026, the Board of Directors has authorized the repurchase of common stock up to $250.0 million under our share repurchase program.


Earnings Per Common Share
We compute basic and diluted earnings per share of voting and non-voting common stock using the two-class method. Under the two-class method, distributed and undistributed earnings are allocated to common shares and participating securities based on their respective rights to receive dividends or participate in undistributed earnings.
Basic earnings per share is calculated using the weighted-average number of common shares outstanding. Diluted earnings per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period.
The numerators and denominators used to calculate basic and diluted earnings per common share are as follows:
$ in thousands, except per share amountsThree Months Ended
 May 31, 2026		Six Months Ended
 May 31, 2026
VotingNon-VotingVotingNon-Voting
Basic net earnings per share:
Numerator
Allocation of distributed earnings (cash dividends paid)$81,710 $3,699 $171,338 $3,699 
Allocation of undistributed earnings138,508 2,317 205,424 1,701 
Net earnings attributable to common shareholders for basic earnings per share$220,218 $6,016 $376,762 $5,400 
Denominator
Weighted average common shares outstanding200,567 3,518 205,109 1,778 
Weighted average shares of restricted stock outstanding with future service required(2,080)— (2,114)— 
Weighted average RSUs outstanding with no future service required11,782 — 11,771 — 
Number of shares used in per share computation210,269 3,518 214,766 1,778 
Basic net earnings per share (1)$1.05 $1.71 $1.75 $3.04 
Diluted net earnings per share:
Numerator
Allocation of total earnings for basic computation$220,218 $6,016 $376,762 $5,400 
Reallocation of total earnings as a result of participating securities3 — — — 
Reallocation of total earnings as a result of conversion of preferred shares to non-voting common shares— 29,181 — 48,414 
Net earnings attributable to common shareholders for diluted earnings per share$220,221 $35,197 $376,762 $53,814 
Denominator
Number of shares used in basic computation210,269 3,518 214,766 1,778 
Weighted average effect of dilutive securities:
Add: Participating securities5 — — — 
Add: Conversion of preferred shares to non-voting common shares— 27,563 — 27,563 
Add: Stock options and other share-based awards4,082 — 4,781 — 
Add: Senior executive compensation plan restricted stock unit awards2,388 — 2,400 — 
Number of shares used in per share computation216,744 31,081 221,947 29,341 
Diluted net earnings per share (1)$1.02 $1.13 $1.70 $1.83 
(1)As a result of the timing of SMBC’s exchange of 9.2 million shares of Jefferies’ voting common stock for shares of non-voting common stock, 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 six month periods, their weighted 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.
In thousands, except per share amounts
Three Months Ended
 May 31, 2025
Six Months Ended
 May 31, 2025
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations$91,395 $228,244 
Less: Net losses attributable to noncontrolling interests(7,668)(14,651)
Allocation of earnings to participating securities (1)(11,046)(26,940)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share$88,017 $215,955 
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share$88,017 $215,955 
Denominator for earnings per common share:
Weighted average common shares outstanding206,254 206,150 
Weighted average shares of restricted stock outstanding with future service required(2,248)(2,276)
Weighted average RSUs outstanding with no future service required11,091 10,944 
Weighted average basic common shares215,097 214,818 
Stock options and other share-based awards 4,262 4,984 
Senior executive compensation plan RSU awards2,538 2,581 
Weighted average diluted common shares (2)221,897 222,383 
Earnings per common share:
Basic$0.41 $1.01 
Diluted$0.40 $0.97 
(1)Represents dividends declared during the period on participating securities plus an allocation of undistributed earnings to participating securities. Net losses are not allocated to participating securities. Participating securities represent certain preferred stock, restricted stock and RSUs for which requisite service has not yet been rendered and amounted to weighted average shares of 27.6 million for both the three and six months ended May 31, 2025. Dividends paid on participating securities were $11.0 million and $22.1 million for the three and six months ended May 31, 2025, respectively. Undistributed earnings are allocated to participating securities based upon their right to share in earnings if all earnings for the period had been distributed.
(2)Certain securities have been excluded as they would be antidilutive. However, these securities could potentially dilute earnings per share in the future. Antidilutive shares at May 31, 2025 were 13.4% of the weighted average common shares outstanding for three and six months ended May 31, 2025.
Dividends
Six Months Ended May 31, 2026
Declaration DateRecord DatePayment DatePer Common Share Amount
January 7, 2026February 17, 2026February 27, 2026$0.40
March 25, 2026May 18, 2026May 29, 2026$0.40
Six Months Ended May 31, 2025
Declaration DateRecord DatePayment DatePer Common Share Amount
January 8, 2025February 14, 2025February 27, 2025$0.40
March 26, 2025May 19, 2025May 29, 2025$0.40
On June 24, 2026, the Board of Directors declared a dividend of $0.40 per common share to be paid on August 28, 2026 to common shareholders of record at August 18, 2026.
During the both three and six months ended May 31, 2026 and 2025, we paid cash dividends related to the Series B Preferred stock of $11.0 million and $22.1 million, respectively.
The payment of dividends is subject to the discretion of our Board of Directors and depends upon general business conditions and other factors that our Board of Directors may deem to be relevant.
Accumulated Other Comprehensive Income (Loss)
$ in thousandsMay 31,
 2026		November 30, 2025
Net unrealized losses on available-for-sale securities$(304)$(1,796)
Net currency translation adjustments and other(141,600)(145,280)
Net unrealized losses related to instrument-specific credit risk (177,521)(200,688)
Net cash flow hedges(254)— 
Net minimum pension liability(36,364)(36,670)
Total accumulated other comprehensive loss, net of tax$(356,043)$(384,434)
Amounts reclassified out of accumulated other comprehensive income (loss) to net earnings:
Three Months Ended May 31,Six Months Ended
 May 31,
$ in thousands2026202520262025
Net unrealized gains on instrument-specific credit risk at fair value (1)$2,483 $5,121 $5,790 $7,658 
Amortization of defined benefit pension plan actuarial losses (2)(156)(67)(311)(826)
Total reclassifications for the period, net of tax$2,327 $5,054 $5,479 $6,832 
(1)The amounts include income tax expense of $0.8 million and $1.8 million for the three and six months ended May 31, 2026, respectively, compared with income tax expense of $1.8 million and $2.6 million for the three and six months ended May 31, 2025, respectively, which were reclassified to Principal transactions revenues.
(2)The amount includes income tax benefit of $0.1 million for the six months ended May 31, 2026, compared with an income tax benefit of $0.3 million for six months ended May 31, 2025, which were reclassified to Compensation and benefits expenses.