Total Equity

12 Months Ended

Nov. 30, 2024

Equity [Abstract]

Total Equity

Note 19. Total EquityCommon Stock

At November 30, 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. At November 30, 2024 and 2023, we

had outstanding 205,504,272 common shares and 210,626,642

common shares outstanding, respectively.

The Board of Directors has authorized the repurchase of

common stock up to $250.0 million under a share repurchase

program. Treasury stock repurchases during 2024 represent

repurchases of common stock for net-share withholding under

our equity compensation plan.

In February 2023, our mandatorily redeemable convertible

preferred shares were converted into 4,654,362 common shares.

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 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 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, the CEO of Sumitomo Mitsui Financial Group, Inc.

was elected and now serves on our Board of Directors. On

September 19, 2024, SMBC purchased 9.2 million shares of our

common stock. At November 30, 2024, 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 24, 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 $26.82 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:

	Year Ended November 30,
In thousands, except per share amounts	2024	2023	2022
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations ................................................................................................................................	$712,352	$262,388	$781,710
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(24,367)	(15,300)	(3,739)
Mandatorily redeemable convertible preferred share dividends ..........................................................................................	—	(2,016)	(8,281)
Allocation of earnings to participating securities (1) .............................................................................................................	(74,110)	(14,729)	(3,015)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........	$662,609	$260,943	$774,153
Adjustment to allocation of earnings to participating securities related to diluted shares (1) .......................................	—	—	29
Mandatorily redeemable convertible preferred share dividends ..........................................................................................	—	—	8,281
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share .....	$662,609	$260,943	$782,463
Numerator for earnings per common share from discontinued operations:
Net earnings from discontinued operations (including gain on disposal), net of taxes ...................................................	3,667	—	—
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(2,997)	—	—
Net earnings from discontinued operations attributable to common shareholders for basic and diluted earnings per share ..................................................................................................................................................................................	$6,664	$—	$—
Net earnings attributable to common shareholders for basic earnings per share .........................................................	$669,273	$260,943	$774,153
Net earnings attributable to common shareholders for diluted earnings per share .......................................................	$669,273	$260,943	$782,463
Denominator for earnings per common share:
Weighted average common shares outstanding ....................................................................................................................	208,873	222,325	234,258
Weighted average shares of restricted stock outstanding with future service required ..................................................	(2,334)	(1,920)	(1,330)
Weighted average RSUs outstanding with no future service required ................................................................................	10,540	12,204	14,450
Weighted average basic common shares ...............................................................................................................................	217,079	232,609	247,378
Stock options and other share-based awards .......................................................................................................................	3,638	2,085	1,518
Senior executive compensation plan RSU awards .................................................................................................................	2,933	1,926	2,234
Preferred shares and mandatorily redeemable convertible preferred shares (2) .............................................................	—	—	4,441
Weighted average diluted common shares (2) ......................................................................................................................	223,650	236,620	255,571
Earnings per common share:
Basic from continuing operations ............................................................................................................................................	$3.05	$1.12	$3.13
Basic from discontinued operations ........................................................................................................................................	0.03	—	—
Basic .............................................................................................................................................................................................	$3.08	$1.12	$3.13
Diluted from continuing operations ...........................................................................................................................................	$2.96	$1.10	$3.06
Diluted from discontinued operations ......................................................................................................................................	0.03	—	—
Diluted ...........................................................................................................................................................................................	$2.99	$1.10	$3.06

(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 24.1 million, 8.9 million and 1.0 million for the years

ended November 30, 2024, 2023 and 2022, respectively. Dividends paid on participating securities were $32.0 million, $2.1 million and $1.1 million

during the years ended November 30, 2024, 2023 and 2022, 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)The two-class method was more dilutive for each period presented.

(3)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 November 30, 2024 and 2023, were 13.2% and 9.5%, respectively, of the weighted average common shares

outstanding for the year ended November 30, 2024 and 2023, respectively.

Dividends

Year Ended November 30, 2024
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 8, 2024	February 16, 2024	February 27, 2024	$0.30
March 27, 2024	May 20, 2024	May 30, 2024	$0.30
June 26, 2024	August 19, 2024	August 30, 2024	$0.35
September 25, 2024	November 18, 2024	November 27, 2024	$0.35
Year Ended November 30, 2023
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 9, 2023	February 13, 2023	February 24, 2023	$0.30
March 28, 2023	May 15, 2023	May 26, 2023	$0.30
June 27, 2023	August 14, 2023	August 25, 2023	$0.30
September 27, 2023	November 13, 2023	November 28, 2023	$0.30

On January 8, 2025, the Board of Directors increased our

quarterly dividends from $0.35 to $0.40 per common share to be

paid on February 27, 2025 to common shareholders of record at

February 14, 2025.

We paid cash dividends on our Series B Preferred Stock of

$31.9 million and $12.6 million for the year ended November 30,

2024 and 2023, 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)

Activity in accumulated other comprehensive income (loss) is

reflected in the Consolidated Statements of Comprehensive

Income (Loss) and Consolidated Statements of Changes in

Equity but not in the Consolidated Statements of Earnings. A

summary of accumulated other comprehensive income (loss),

net of taxes is as follows:

	November 30,
$ in thousands	2024	2023	2022
Net unrealized gains (losses) on available-for-sale securities ...........	$(2,406)	$(4,595)	$(5,892)
Net currency translation adjustments and other ....................	(173,841)	(162,541)	(220,071)
Net unrealized losses related to instrument-specific credit risk ......	(206,664)	(181,946)	(104,526)
Net minimum pension liability .......	(40,220)	(46,463)	(48,930)
Total accumulated other comprehensive loss, net of tax .....	$(423,131)	$(395,545)	$(379,419)

Amounts reclassified out of accumulated other comprehensive

income (loss) to net earnings:

	Year Ended November 30,
$ in thousands	2024	2023	2022
Net unrealized gains (losses) on instrument-specific credit risk at fair value (1) .......................................	$4,794	$(167)	$(129)
Foreign currency translation adjustments (2) .................................	—	17,506	—
Amortization of defined benefit pension plan actuarial losses (3) ...	(337)	(631)	(2,483)
Total reclassifications for the period, net of tax ..............................	$4,457	$16,708	$(2,612)

(1)The amounts include income tax benefit (expense) of $(1.7) million, $0.1

million, and $0.0 million during the years ended November 30, 2024, 2023 and

2022, respectively, which were reclassified to Principal transactions revenues.

(2)Relates to the acquisition and consolidation of OpNet in the fourth quarter of

2023. Refer to Note 4, Business Acquisitions and Note 5, Assets Held for Sale

for further information. The amount includes income tax benefit (expense) of

$(5.4) million for the year ended November 30, 2023, which was reclassified to

Other income.

(3)The amounts include income tax benefits of approximately $0.1 million, $0.2

million, and $0.8 million during the years ended November 30, 2024, 2023 and

2022, respectively, which were reclassified to Compensation and benefits

expenses. Refer to Note 16, Benefit Plans for further information.