UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 ORor 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): ~~March 25, 2026~~

~~________________________________~~March 26, 2026

JEFFERIES FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

________________________________

New York	001-05721	13-2615557
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS. Employer Identification No.)

New York

001-05721

13-2615557

520 Madison Ave., New York, New York

10022

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

(Address of principal executive offices)

(Zip Code)

520 Madison Avenue

New York,

New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant'’s telephone number, including area code: ~~(212)~~ 212-284-2300

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2, below):

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $1.00 per share	JEF	New York Stock Exchange
4.850% Senior Notes Due 2027	JEF 27A	New York Stock Exchange
5.875% Senior Notes Due 2028	JEF 28	New York Stock Exchange
2.750% Senior Notes Due 2032	JEF 32A	New York Stock Exchange
6.200% Senior Notes Due 2034	JEF 34	New York Stock Exchange
5.500% Senior Notes Due 2036	JEF 36	New York Stock Exchange

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $1 per share

JEF

New York Stock Exchange

4.850% Senior Notes Due 2027

JEF 27A

New York Stock Exchange

5.875% Senior Notes Due 2028

JEF 28

New York Stock Exchange

2.750% Senior Notes Due 2032

JEF 32A

New York Stock Exchange

6.200% Senior Notes Due 2034

JEF 34

New York Stock Exchange

5.500% Senior Notes Due 2036

JEF 36

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02. Results~~03 Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year

On March 25 26, 2026, Jefferies Financial Group Inc. (the “Company”, “we” ~~issued~~or a“our”) ~~press~~held ~~release~~its Annual ~~containing~~Meeting ~~financial~~of ~~results~~Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”) to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share. On March 27, 2026, the Company delivered the Restated Certificate of Incorporation to the Department of State of the State of New York for ~~our~~filing. The ~~quarter~~description ~~ended~~of the amendment and restatement effected by the Restated Certificate of Incorporation is incorporated herein by reference to the text of the section titled “Proposal 4: Amendment and Restatement of the Certificate of Incorporation” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 28 23, 2026. Such Adescription ~~copy~~is qualified in its entirety by the full text of the Restated ~~press~~Certificate ~~release~~of isIncorporation, ~~attached~~which ~~hereto~~has been filed as Exhibit 993.1 to this Current Report on Form 8-K and is incorporated ~~herein~~ by reference herein.

The ~~information~~Restated ~~provided~~Certificate inof ~~this~~Incorporation ~~Item~~was ~~2.02,~~effective ~~including~~as ~~the exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Exchange~~filing ~~Act,~~with ~~or otherwise subject to~~ the ~~liabilities~~Department of ~~that~~State ~~section,~~of ~~nor shall it be deemed incorporated by reference into any other filing under~~ the State ~~Securities~~of ~~Act~~New orYork ~~the~~on ~~Exchange~~March ~~Act~~27, ~~except as expressly set forth by specific reference in such a filing~~2026.

Item 95.~~01. Financial~~07 ~~Statements~~Submission ~~and~~of ~~Exhibits~~Matters to a Vote of Security Holders

~~The~~Set ~~following~~forth ~~exhibits~~below are ~~furnished~~the ~~with~~final ~~this~~voting ~~report:~~results for each of the matters submitted to a vote of the shareholders at the Annual Meeting.

Exhibit No.			Description
99			Press Release of Jefferies Financial Group Inc. - Quarter ended February 28, 2026 Results
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Our director nominees were elected to our Board of Directors and received the following votes:

SIGNATURES

	Number of Shares
	For		Against		Abstain		Broker Non-Votes
Linda L. Adamany		149,862,077		12,148,486		476,831		19,736,294
Robert D. Beyer		154,115,324		7,878,466		493,604		19,736,294
Matrice Ellis Kirk		158,388,284		3,586,069		513,041		19,736,294
Brian P. Friedman		160,822,258		1,406,374		258,762		19,736,294
MaryAnne Gilmartin		155,034,068		6,939,810		513,516		19,736,294
Richard B. Handler		160,877,951		1,348,999		260,444		19,736,294
Yoshihiro Hyakutome		160,943,629		1,162,789		380,976		19,736,294
Thomas W. Jones		159,661,357		2,299,873		526,164		19,736,294
Jacob M. Katz		159,628,315		2,369,202		489,877		19,736,294
Michael T. O’Kane		153,460,758		8,533,751		492,885		19,736,294
Joseph S. Steinberg		158,549,326		3,626,220		311,848		19,736,294
Melissa V. Weiler		154,333,178		7,676,007		478,209		19,736,294

Our shareholders approved, on a non-binding advisory basis, our executive-compensation program. Voting results were as follows:

	Number of Shares
For		142,257,066
Against		19,633,316
Abstain		597,012
Broker Non-Votes		19,736,294

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2026. Voting results were as follows:

	Number of Shares
For		181,007,063
Against		844,926
Abstain		371,699

Our shareholders approved the Restated Certificate of Incorporation to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share. Voting results were as follows:

		Number of Shares
For		181,470,620
Against		471,274
Abstain		281,794

In connection with the Annual Meeting, we also solicited proxies with respect to the adjournment of the Annual Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Annual Meeting to approve the Restated Certificate of Incorporation (the “Adjournment Proposal”). As there were sufficient votes at the time of the Annual Meeting to approve the Restated Certificate of Incorporation, the Adjournment Proposal was unnecessary and such proposal was not submitted to the shareholders for approval at the Annual Meeting.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

	Exhibit Number	Description

	3.1	Restated Certificate of Incorporation of Jefferies Financial Group Inc.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 25, 2026

Date: March 31, 2026	JEFFERIES FINANCIAL GROUP INC.

	/s/ Michael J. Sharp
	Michael J. Sharp
	Executive Vice President and General Counsel

JEFFERIES FINANCIAL GROUP INC. By: /s/ Michael J. Sharp Name: Michael J. Sharp Title: Executive Vice President and General Counsel

Filing Compare · Jefferies Financial Group Inc.