Jefferies Financial Group (JEF) Proxy Filing summary

Executive summary

• Certificate of Amendment filed to establish Series B-1 Non-Voting Convertible Preferred Shares, designating 17,500 shares with specific rights and preferences.

• Series B-1 shares are convertible into non-voting or voting common stock under defined conditions, with an initial conversion rate of 500 shares per preferred share.

• The amendment is effective as of September 19, 2025, following board approval.

• Forward-looking statements caution about risks and uncertainties, with actual outcomes potentially differing materially from projections.

Voting matters and shareholder proposals

• Shareholder approval is sought for an amended and restated certificate of incorporation authorizing additional non-voting common stock.

• Proxy solicitation materials will be filed with the SEC for the annual meeting to obtain this approval.

Board of directors and corporate governance

• The board approved the amendment at a special meeting on September 18, 2025, under its authority.

• Directors, executive officers, and management may be deemed participants in the proxy solicitation.