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Total Equity
 3 Months Ended
Feb. 28, 2026
Equity [Abstract]  
Total Equity Note 16. Total EquityCommon Stock
At February 28, 2026 and November 30, 2025, we had
565,000,000 authorized shares of voting common stock with a
par value of $1.00 per share. At February 28, 2026 and November
30, 2025, we had outstanding 204,422,673 and 206,296,167
common shares outstanding, respectively.
During the three months ended February 28, 2026, we
repurchased a total 3.0 million of our common shares for $174.3
million, or an average price of $58.18 per share, including 2.5
million of our common shares for $143.8 million in the open
market under our share repurchase program, and 0.5 million of
our common shares for $30.5 million in connection with net-
share tax withholding under our equity compensation plan. In
March 2026, the Board of Directors has authorized the
repurchase of common stock up to $250.0 million under a share
repurchase program.
Preferred Shares
At February 28, 2026 and November 30, 2025, 6.0 million of
preferred shares, par value $1.00 per share, were authorized and
55,125 shares issued and outstanding.
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. Each share of Series B Preferred
Stock is automatically convertible into 500 shares of non-voting
common stock, subject to certain anti-dilution adjustments, three
years after issuance. 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 (“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. The Exchange Agreement is limited to 55,125
shares of Preferred Stock and SMBC will 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. At February 28, 2026, SMBC owns approximately 15.9% of
our common stock on an as-converted basis and 14.4% on a
fully-diluted, as-converted basis. Since August 2024, the CEO of
Sumitomo Mitsui Financial Group, Inc. has served on our Board,
with the President and Executive Officer of SMBC taking over the
position following his election at the Annual Shareholder Meeting
in March 2026. Additionally, Refer to Note 21, Related Party
Transactions for further information regarding transactions with
SMBC.
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. The Series B-1
Preferred Stock has a liquidation preference of $500 per share
and ranks senior to our voting common stock and equal to the
Series B Preferred Stock upon dissolution, liquidation or winding
up of Jefferies Financial Group Inc. Each share of Series B-1
Preferred Stock is automatically convertible into 500 shares of
non-voting common stock as soon as such non-voting common
stock exists, subject to certain anti-dilution adjustments. The
Series B-1 Preferred Stock also participates in cash dividends
and distributions alongside our voting common stock on an as-
converted basis.
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.
Earnings Per Common Share
Basic and diluted earnings per common share amounts were calculated by dividing net earnings by the weighted-average number of
common shares outstanding. The numerators and denominators used to calculate basic and diluted earnings per common share are as
follows:
Three Months Ended
February 28,
In thousands, except per share amounts
2026
2025
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations .................................................................................................................................................
$159,346
$136,849
Less: Net losses attributable to noncontrolling interests .......................................................................................................................
(15,858)
(6,983)
Allocation of earnings to participating securities (1) ..............................................................................................................................
(19,504)
(16,039)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share .........................
$155,700
$127,793
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share ......................
$155,700
$127,793
Denominator for earnings per common share:
Weighted average common shares outstanding .....................................................................................................................................
206,093
206,046
Weighted average shares of restricted stock outstanding with future service required ...................................................................
(2,147)
(2,200)
Weighted average RSUs outstanding with no future service required .................................................................................................
11,761
10,690
Weighted average basic common shares ................................................................................................................................................
215,707
214,536
Stock options and other share-based awards .........................................................................................................................................
5,152
5,287
Senior executive compensation plan RSU awards ..................................................................................................................................
2,411
2,625
Weighted average diluted common shares (2) .......................................................................................................................................
223,270
222,448
Earnings per common share:
Basic ...............................................................................................................................................................................................................
$0.72
$0.60
Diluted ............................................................................................................................................................................................................
$0.70
$0.57
(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 and 27.7 million for the three months ended February 28, 2026 and 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
were 12.3% and 13.4% of the weighted average common shares outstanding for the three months ended February 28, 2026 and 2025, respectively.
Dividends
Three Months Ended February 28, 2026
Declaration Date
Record Date
Payment Date
Per Common
Share Amount
January 7, 2026
February 17, 2026
February 27, 2026
$0.40
Three Months Ended February 28, 2025
Declaration Date
Record Date
Payment Date
Per Common
Share Amount
January 8, 2025
February 14, 2025
February 27, 2025
$0.40
On March 25, 2026, the Board of Directors declared a dividend of
$0.40 per common share to be paid on May 29, 2026 to common
shareholders of record at May 18, 2026.
During both three months ended February 28, 2026 and 2025, we
paid cash dividends of $11.0 million with respect to the Series B
Preferred stock.
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 thousands
February 28,
 2026
November 30,
 2025
Net unrealized losses on available-for-sale
securities .......................................................................
$(1,212)
$(1,796)
Net currency translation adjustments and other .....
(136,256)
(145,280)
Net unrealized losses related to instrument-
specific credit risk .......................................................
(141,040)
(200,688)
Net minimum pension liability ....................................
(36,515)
(36,670)
Total accumulated other comprehensive loss, net
of tax ..............................................................................
$(315,023)
$(384,434)
Amounts reclassified out of accumulated other comprehensive
income (loss) to net earnings:
Three Months Ended
February 28,
$ in thousands
2026
2025
Net unrealized gains on instrument-specific credit
risk at fair value (1) .......................................................
$3,307
$2,538
Amortization of defined benefit pension plan
actuarial losses (2) .......................................................
(155)
(759)
Total reclassifications for the period, net of tax .....
$3,152
$1,779
(1)The amounts include income tax expense of $1.1 million and $0.9 million for
the three months ended February 28, 2026 and 2025, respectively.
(2)The amount includes income tax benefit of $0.2 million for the three months
ended February 28, 2025, which were reclassified to Compensation and
benefits expenses.