Total Equity

3 Months Ended

Feb. 28, 2025

Equity [Abstract]

Total Equity

Note 17. Total EquityCommon Stock

At February 28, 2025 and November 30, 2024, we had

565,000,000 authorized shares of voting common stock with a

par value of $1.00 per share. At February 28, 2025 and

November 30, 2024, we had outstanding 206,249,504 common

shares and 205,504,272 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 the three months

ended February 28, 2025 represent repurchases of common

stock for net-share withholding under our equity compensation

plan.

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. As of November 30, 2024,

SMBC had cumulatively exchanged approximately 27.6 million

shares of voting common stock for 55,125 shares of Series B

Preferred Stock. Following this exchange, SMBC increased its

ownership of our common stock and 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

February 28, 2025, SMBC owns approximately 15.7% 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.

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
In thousands, except per share amounts	February 28, 2025	February 29, 2024
Numerator for earnings per common share from continuing operations:
Net earnings from continuing operations ................................................................................................................................	$136,849	$164,283
Less: Net losses attributable to noncontrolling interests .....................................................................................................	(6,983)	(6,452)
Allocation of earnings to participating securities (1) .............................................................................................................	(16,039)	(14,189)
Net earnings from continuing operations attributable to common shareholders for basic earnings per share ........	$127,793	$156,546
Net earnings from continuing operations attributable to common shareholders for diluted earnings per share .....	$127,793	$156,546
Numerator for earnings per common share from discontinued operations:
Net losses from discontinued operations, net of taxes.........................................................................................................	—	(7,891)
Less: Net losses attributable to noncontrolling interests .....................................................................................................	—	(986)
Net losses from discontinued operations attributable to common shareholders for basic and diluted earnings per share ..................................................................................................................................................................................	$—	$(6,905)
Net earnings attributable to common shareholders for basic earnings per share .........................................................	$127,793	$149,641
Net earnings attributable to common shareholders for diluted earnings per share .......................................................	$127,793	$149,641
Denominator for earnings per common share:
Weighted average common shares outstanding ....................................................................................................................	206,046	211,535
Weighted average shares of restricted stock outstanding with future service required ..................................................	(2,200)	(2,402)
Weighted average RSUs outstanding with no future service required ................................................................................	10,690	10,913
Weighted average basic common shares ...............................................................................................................................	214,536	220,046
Stock options and other share-based awards .......................................................................................................................	5,287	2,894
Senior executive compensation plan RSU awards .................................................................................................................	2,625	2,351
Weighted average diluted common shares (2) ......................................................................................................................	222,448	225,291
Earnings (losses) per common share:
Basic from continuing operations ............................................................................................................................................	$0.60	$0.71
Basic from discontinued operations ........................................................................................................................................	—	(0.03)
Basic .............................................................................................................................................................................................	$0.60	$0.68
Diluted from continuing operations ...........................................................................................................................................	$0.57	$0.69
Diluted from discontinued operations ......................................................................................................................................	—	(0.03)
Diluted ...........................................................................................................................................................................................	$0.57	$0.66

(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 27.7 million for the three months ended February

28, 2025, compared with 21.2 million for the three months ended February 29, 2024. Dividends paid on participating securities were $11.1 million

for the three months ended February 28, 2025 and $6.3 million for the three months ended February 29, 2024. 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 February 28, 2025 and were 13.4% of the weighted average common shares outstanding for the three months ended

February 28, 2025.

Dividends

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
Three Months Ended February 29, 2024
Declaration Date	Record Date	Payment Date	Per Common Share Amount
January 8, 2024	February 16, 2024	February 27, 2024	$0.30

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

quarterly dividend from $0.35 to $0.40 per common share. On

March 26, 2025, the Board of Directors declared a dividend of

$0.40 per common share to be paid on May 29, 2025 to common

shareholders of record at May 19, 2025.

We paid cash dividends on our Series B Preferred Stock of

$11.0 million and $6.3 million for the three months ended

February 28, 2025 and February 29, 2024, 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 thousands	February 28, 2025	November 30, 2024
Net unrealized losses on available-for-sale securities .......................................................................	$(2,281)	$(2,406)
Net currency translation adjustments and other .....	(189,876)	(173,841)
Net unrealized losses related to instrument- specific credit risk .......................................................	(176,408)	(206,664)
Net minimum pension liability ....................................	(39,507)	(40,220)
Total accumulated other comprehensive loss, net of tax ..............................................................................	$(408,072)	$(423,131)

Amounts reclassified out of accumulated other comprehensive

income (loss) to net earnings:

	Three Months Ended
$ in thousands	February 28, 2025	February 29, 2024
Net unrealized gains (losses) on instrument- specific credit risk at fair value (1) .............................	$2,538	$2,119
Amortization of defined benefit pension plan actuarial losses (2) .......................................................	(759)	(121)
Total reclassifications for the period, net of tax .....	$1,779	$1,998

(1)The amounts include income tax expense of $0.9 million and $0.7 million for

the three months ended February 28, 2025 and February 29, 2024,

respectively, which were reclassified to Principal transactions revenues.

(2)The amounts include income tax benefit of $0.2 million and $31 thousand for

three months ended February 28, 2025 and February 29, 2024, respectively,

which were reclassified to Compensation and benefits expenses.