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Total Equity
 9 Months Ended
Aug. 31, 2024
Equity [Abstract]  
Total Equity Total Equity
Common Stock
At both August 31, 2024 and November 30, 2023, we had 565,000,000 authorized shares of voting common stock with a par value of $1.00 per share and had 205,495,338 and 210,626,642 common shares outstanding, respectively.
The Board of Directors has authorized the repurchase of common stock under a share repurchase program. For the nine months ended August 31, 2024, we did not repurchase any shares under our share repurchase program and at August 31, 2024, we had $250.0 million remaining authorization of future repurchases. Additionally, treasury stock repurchases include repurchases of common stock for net-share withholding under our equity compensation plans.
Non-Voting Convertible Preferred Shares
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 ranks 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 so exchanged. During the year ended November 30, 2023, SMBC exchanged 21.0 million shares of voting common stock for 42,000 shares of Series B Preferred Stock and we received cash of $31.5 million from SMBC in connection with the exchange. As a result of the exchange, our equity attributed to our voting common stock decreased by $21.0 million, our equity attributed to the Series B Preferred Stock increased by $42,000 and additional paid-in capital increased by $52.4 million. On June 20, 2024, SMBC exchanged an additional 6.6 million shares of voting common stock for 13,125 shares of Series B Preferred Stock and we received $9.8 million from SMBC in connection with the exchange. Following this exchange, SMBC increased its ownership to 11.8% of our common stock on an as-converted basis and 10.9% on a fully-diluted, as-converted basis. As a result, an executive officer of SMBC was elected and now serves on our Board of Directors. On September 19, 2024, SMBC purchased 9.2 million shares of our common stock. As of today, SMBC owns approximately 15.8% of our common stock on an as-converted basis and 14.5% on a fully-diluted, as-converted basis. Refer to Note 22, Related Party Transactions for further information regarding transactions with SMBC.
On June 28, 2023, shareholders approved an Amended and Restated Certificate of Incorporation, which authorized the issuance of non-voting common stock with a par value of $1.00 per share (the “Non-Voting Common Shares”). The Non-Voting Common Shares are entitled to share equally, on a per share basis, with the voting common stock, in dividends and distributions. Upon the effectiveness of the Amended and Restated Certificate of Incorporation on June 30, 2023, the number of authorized shares of common stock remains at 600,000,000 shares, comprised of 565,000,000 shares of voting common stock and 35,000,000 shares of Non-Voting Common Shares.
Mandatorily Redeemable Convertible Preferred Shares
Our $125.0 million of callable mandatorily redeemable cumulative convertible preferred shares (“Preferred Shares”) were converted during the first quarter of 2023 at a price of $1,000 per preferred share, plus accrued interest, into 4,654,362 common shares for $125.0 million, or $26.86 per common share. 

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 
August 31,		Nine Months Ended 
August 31,
In thousands, except per share amounts
2024202320242023
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations$174,676 $53,947 $493,606 $191,955 
Less: Net losses attributable to noncontrolling interests(6,304)(3,772)(16,541)(13,794)
Mandatorily redeemable convertible preferred share dividends— — — (2,016)
Allocation of earnings to participating securities (1)(20,785)(6,369)(48,501)(7,344)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share$160,195 $51,350 $461,646 $196,389 
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share$160,195 $51,350 $461,646 $196,389 
Numerator for earnings per common share from discontinued operations:
Net earnings (losses) from discontinued operations (including loss on disposal), net of income taxes6,363 — (1,488)— 
Less: Net losses attributable to noncontrolling interests(570)— (2,561)— 
Net earnings (losses) from discontinued operations attributable to common shareholders for basic and diluted earnings per share$6,933 $— $1,073 $— 
Net earnings attributable to common shareholders for basic earnings per share$167,128 $51,350 $462,719 $196,389 
Net earnings attributable to common shareholders for diluted earnings per share$167,128 $51,350 $462,719 $196,389 
Denominator for earnings per common share:
Weighted average common shares outstanding206,418 218,411 209,997 226,265 
Weighted average shares of restricted stock outstanding with future service required(2,305)(1,793)(2,346)(1,923)
Weighted average RSUs outstanding with no future service required10,339 11,735 10,455 12,324 
Weighted average basic common shares214,452 228,353 218,106 236,666 
Stock options and other share-based awards 4,189 2,047 3,369 2,064 
Senior executive compensation plan RSU awards3,058 1,641 2,705 1,928 
Weighted average diluted common shares (2)221,699 232,041 224,180 240,658 
Earnings (losses) per common share:
Basic from continuing operations$0.75 $0.22 $2.12 $0.83 
Basic from discontinued operations0.03 — — — 
Basic$0.78 $0.22 $2.12 $0.83 
Diluted from continuing operations$0.72 $0.22 $2.06 $0.82 
Diluted from discontinued operations0.03 — — — 
Diluted$0.75 $0.22 $2.06 $0.82 
(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 26.3 million and 22.9 million, for the three and nine months ended August 31, 2024, respectively, compared with 0.7 million and 1.1 million, during the three and nine months ended August 31, 2023, respectively. Dividends paid on participating securities were not material for the three and nine months ended August 31, 2024 and August 31, 2023. 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 common share in the future. Antidilutive shares at August 31, 2024, were 12.7% and 12.5% of the weighted average common shares outstanding for the three and nine months ended August 31, 2024, respectively.
Dividends
Nine Months Ended August 31, 2024
Declaration DateRecord DatePayment DatePer Common Share Amount
January 8, 2024February 16, 2024February 27, 2024$0.30
March 27, 2024May 20, 2024May 30, 2024$0.30
June 26, 2024August 19, 2024August 30, 2024$0.35
Nine Months Ended August 31, 2023
Declaration DateRecord DatePayment DatePer Common Share Amount
January 9, 2023February 13, 2023February 24, 2023$0.30
March 28, 2023May 15, 2023May 26, 2023$0.30
June 27, 2023August 14, 2023August 25, 2023$0.30
On June 26, 2024, our Board of Directors increased our quarterly dividend from $0.30 to $0.35 per common share. On September 25, 2024, the Board of Directors declared a dividend of $0.35 per common share to be paid on November 27, 2024 to common shareholders of record at November 18, 2024.
We paid cash dividends on our Series B Preferred Stock of $9.6 million and $22.2 million for the three and nine months ended August 31, 2024, respectively, and $6.3 million for both the three and nine months ended August 31, 2023. 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 thousandsAugust 31,
2024		November 30,
2023
Net unrealized losses on available-for-sale securities$(2,539)$(4,595)
Net currency translation adjustments and other(144,345)(162,541)
Net unrealized losses related to instrument-specific credit risk (176,865)(181,946)
Net minimum pension liability(46,216)(46,463)
Total accumulated other comprehensive loss, net of tax$(369,965)$(395,545)
Significant amounts reclassified out of accumulated other comprehensive income (loss) to net earnings:
Three Months Ended 
August 31,		Nine Months Ended 
August 31,
$ in thousands2024202320242023
Net unrealized gains (losses) on instrument-specific credit risk at fair value (1)$150 $13 $2,783 $(151)
Amortization of defined benefit pension plan actuarial losses (2)(67)(42)(247)(588)
Total reclassifications for the period, net of income taxes$83 $(29)$2,536 $(739)
(1)Includes income tax expense of $0.1 million and $1.0 million for the three and nine months ended August 31, 2024, respectively, compared with a tax benefit of $0.1 million for the nine months ended August 31, 2023, which were reclassified to Principal transactions revenues.
(2)Includes income tax benefit of $0.1 million for the nine months ended August 31, 2024 and $0.1 million for the nine months ended August 31, 2023, which were reclassified to Compensation and benefits expenses