HANDLER RICHARD B 4

What Happened
Richard B. Handler, CEO and Director of Jefferies Financial Group (JEF), was issued 97,136 shares on 2026-05-29 at $52.72 per share (value ≈ $5,121,010). To cover tax obligations from a related distribution, 10,545 shares were withheld on 2026-05-29 at $52.94 per share (value ≈ $558,252). Separately, 487 previously awarded performance shares were forfeited to the issuer on 2026-05-28 (reported at $0). The large acquisition is an award/dividend reinvestment transaction rather than an open-market purchase.

Key Details

• Transaction dates and prices:
  • 2026-05-29: Acquisition (A) — 97,136 shares @ $52.72 = $5,121,010
  • 2026-05-29: Tax withholding (F) — 10,545 shares @ $52.94 = $558,252
  • 2026-05-28: Forfeiture/disposition to issuer (D) — 487 shares @ $0 = $0
• Shares owned after transaction: Not specified in the summarized filing.
• Notable footnotes:
  • F1: Forfeiture of PSUs due to recalculation of performance metrics; exempt under Rule 16b-3(e).
  • F2: Shares withheld to pay tax liability from distribution of deferred shares.
  • F3: Acquisition of deferred shares via dividend reinvestment; exempt under Rule 16b-3(d)(1) & (2).
• Filing timeliness: Report filed 2026-05-29 for transactions on 2026-05-28 and 05-29; no late-filing indication in the provided record.

Context
This was not an open-market buy: the primary 97,136-share acquisition reflects awards/deferred-share dividend reinvestment (internal issuance), while the 10,545-share disposition was a tax-withholding surrender and 487 shares were forfeited. Such award-related acquisitions increase reported insider exposure but are different from voluntary purchases that are often viewed as stronger bullish signals.