SUMITOMO MITSUI FINANCIAL GROUP, INC. 4

What Happened

• Sumitomo Mitsui Financial Group, Inc. (reported as a director) executed a conversion/exchange transaction on July 10, 2026, involving 3,769,500 Jefferies Financial Group (JEF) shares. The Form 4 reports an "exercise or conversion of derivative" (transaction code M) showing the same number of shares both acquired and disposed; no per‑share price or total dollar value is provided (N/A).
• This reflects an exchange under the Amended and Restated Exchange Agreement (see footnote): SMBC (a direct, wholly‑owned subsidiary of SMFG) has the right to exchange its registered common shares of the issuer for shares of non‑voting common stock on a one‑for‑one basis. The filing does not indicate a cash sale or market trade — it documents a conversion/exchange of share type.

Key Details

• Transaction date: July 10, 2026. Form filed: July 13, 2026 (within the typical two-business-day Form 4 filing window).
• Transaction code: M (exercise or conversion of derivative). Shares involved: 3,769,500 (both disposed and acquired per the filing). Price: N/A; no dollar value reported.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes: F1 describes the one‑for‑one exchange right; F2 notes the exchange right expires on the earliest of (i) Sept 19, 2026 (or later by agreement), (ii) termination of a related business alliance, or (iii) after an aggregate of 14,132,500 shares have been exchanged following Sept 19, 2025. F3 notes the securities are held directly by SMBC; F4 disclaims beneficial ownership by the Reporting Person except for pecuniary interest.
• Remark: The reporting entity may be deemed a director by deputization because a SMFG deputy president serves on Jefferies' board; this is institutional, not an individual executive trade.

Context

• This was a corporate exchange/conversion of share class, not an open‑market buy or sale. For retail investors, such conversions typically change voting rights or share class but do not necessarily signal a buy/sell preference by company insiders.
• Because the filing involves an institutional affiliate (SMBC/SMFG) exercising contractual exchange rights, it reflects contractual mechanics under the exchange agreement rather than a discretionary market trade.