12/31/2025 | Press release | Distributed by Public on 12/31/2025 15:37
|
PRICING SUPPLEMENT dated December 29, 2025
(To Product Supplement No. 2 dated June 30, 2023
Prospectus Supplement dated May 12, 2023
and Prospectus dated May 12, 2023)
|
|
|
Jefferies Financial Group Inc.
Medium-Term Notes, Series A
Equity Index Linked Securities
|
|
|
Market Linked Securities- Auto-Callable with Upside Participation and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
|
■ Linked to the S&P 500® Index
■ Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described below. Whether the securities are automatically called for a fixed call premium or, if not automatically called, the maturity payment amount, will depend, in each case, on the performance of the Index
■ Automatic Call. If the closing level of the Index on the call date occurring approximately one year after issuance is greater than or equal to the starting level, the securities will be automatically called for the face amount plus a call premium of 9.05% of the face amount.
■ Maturity Payment Amount. If the securities are not automatically called, you will receive a maturity payment amount that could be greater than, equal to or less than the face amount per security depending on the ending level of the Index as follows:
■ If the ending level is greater than the starting level, you will receive the face amount plus a positive return equal to 100% of the percentage increase in the level of the Index from the starting level
■ If the ending level is equal to or less than the starting level, but not by more than the buffer amount of 10%, you will receive the face amount
■ If the ending level is less than the starting level by more than the buffer amount, you will receive less than the face amount and have 1-to-1 downside exposure to the decrease in the level of the Index in excess of the buffer amount
■ Investors may lose up to 90% of the face amount
■ If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Index beyond the call premium, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Index at the upside participation rate
■ All payments on the securities are subject to our credit risk, and you will have no ability to pursue any securities included in the Index for payment; if we default on our obligations under the securities, you could lose some or all of your investment
■ No periodic interest payments or dividends
■ No exchange listing; designed to be held to maturity
|
|
|
Original Offering Price
|
Agent Discount(1)(2)
|
Proceeds to the Issuer
|
|
|
Per Security
|
$1,000.00
|
$25.75
|
$974.25
|
|
Total
|
$1,772,000
|
$45,629
|
$1,726,371
|
| (1) |
Jefferies LLC and Wells Fargo Securities, LLC are the agents for the distribution of the securities and are acting as principal. See "Terms of the Securities-Agents" and "Estimated Value of the Securities" in this pricing supplement for further information.
|
| (2) |
In respect of certain securities sold in this offering, Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
|
|
Jefferies
|
Wells Fargo Securities
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Terms of the Securities
|
|
Issuer:
|
Jefferies Financial Group Inc.
|
||
|
Market Measure:
|
S&P 500® Index (the "Index").
|
||
|
Pricing Date:
|
December 29, 2025.
|
||
|
Issue Date:
|
January 2, 2026
|
||
|
Original Offering
Price:
|
$1,000 per security.
|
||
|
Face Amount:
|
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.
|
||
|
Automatic Call:
|
If the closing level of the Index on the call date is greater than or equal to the starting level, the securities will be automatically called, and on the call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount per security plus the call premium.
If the securities are automatically called, the positive return on the securities will be limited to the call premium, and you will not participate in any appreciation of the Index beyond the call premium, which may be significant. If the securities are automatically called, you will no longer have the opportunity to participate in any appreciation of the Index at the upside participation rate.
If the securities are automatically called, they will cease to be outstanding on the call settlement date and you will have no further rights under the securities after such call settlement date. You will not receive any notice from us if the securities are automatically called.
|
||
|
Call Date:
|
January 4, 2027, subject to postponement as described below in "-Market Disruption Events and Postponement Provisions".
|
||
|
Call Premium:
|
9.05% of the face amount, or $90.50 per $1,000 face amount of the securities
|
||
|
Call Settlement
Date:
|
Three business days after the call date (as the call date may be postponed as described below in "-Market Disruption Events and Postponement Provisions", if applicable)
|
||
|
Maturity Payment
Amount:
|
If the securities are not automatically called, then on the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the maturity payment amount. The "maturity payment amount" per security will equal:
• if the ending level is greater than the starting level: $1,000 plus $1,000 × index return × upside participation rate;
• if the ending level is equal to or less than the starting level, but greater than or equal to the threshold level: $1,000; or
• if the ending level is less than the threshold level:
$1,000 + [$1,000 × (index return + buffer amount)]
|
||
|
If the securities are not automatically called and the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the Index in excess of the buffer amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.
|
|||
|
Stated Maturity
Date:
|
January 4, 2029, subject to postponement. The securities are not subject to repayment at the option of any holder of the securities prior to the stated maturity date
|
||
|
Starting Level:
|
6,905.74, the closing level of the Index on the pricing date.
|
||
|
Closing Level:
|
Closing level has the meaning set forth under "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Certain Definitions" in the accompanying product supplement.
|
||
|
Ending Level:
|
The "ending level" will be the closing level of the Index on the final calculation day.
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Threshold Level:
|
6,215.166, which is equal to 90% of the starting level.
|
||
|
Buffer Amount:
|
10%.
|
||
|
Upside
Participation Rate:
|
100%
|
||
|
Index Return:
|
The "index return" is the percentage change from the starting level to the ending level, measured as follows:
|
||
|
Final Calculation
Day:
|
December 29, 2028, subject to postponement.
|
||
|
Market Disruption
Events and
Postponement
Provisions:
|
The call date and the final calculation day are subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, the call settlement date and the stated maturity date will be postponed if the call date or the final calculation day, as applicable, is postponed and will be adjusted for non-business days.
For more information regarding adjustments to the call date, the final calculation day, the call settlement date and the stated maturity date, see "General Terms of the Securities-Consequences of a Market Disruption Event; Postponement of a Calculation Day-Securities Linked to a Single Market Measure" and "-Payment Dates" in the accompanying product supplement. For purposes of the accompanying product supplement, each of the call date and the final calculation day is a "calculation day" and each of the call settlement date and the stated maturity date is a "payment date." In addition, for information regarding the circumstances that may result in a market disruption event, see "General Terms of the Securities-Certain Terms for Securities Linked to an Index-Market Disruption Events" in the accompanying product supplement.
|
||
|
Calculation Agent:
|
Jefferies Financial Services Inc. ("JFSI"), a wholly owned subsidiary of Jefferies Financial Group Inc.
|
||
|
Material Tax
Consequences:
|
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the securities, see "Supplemental Discussion of U.S. Federal Income Tax Consequences."
|
||
|
Agents:
|
Jefferies LLC and Wells Fargo Securities, LLC ("WFS") are the agents for the distribution of the securities. The agents will receive an agent discount of up to $25.75 per security. The agents may resell the securities to other securities dealers at the original offering price of the securities less a concession not in excess of $20.00 per security. Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of WFS's affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the concession allowed to WFA, WFS may pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each security sold by WFA.
In addition, in respect of certain securities sold in this offering, Jefferies LLC may pay a fee of up to $2.00 per security to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
The agents and/or one or more of their respective affiliates expects to realize hedging profits projected by their proprietary pricing models to the extent they assume the risks inherent in hedging our obligations under the securities. If the agents or any other dealer participating in the distribution of the securities or any of their affiliates conduct hedging activities for us in connection with the securities, that dealer or its affiliates will expect to realize a profit projected by its proprietary pricing models from those hedging activities. Any such projected profit will be in addition to any discount, concession or fee received in connection with the sale of the securities to you.
|
||
|
Denominations:
|
$1,000 and any integral multiple of $1,000.
|
||
|
CUSIP:
|
47233YQS7
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Additional Information about the Issuer and the Securities
|
| • |
Product Supplement No. 2 dated June 30, 2023:
|
| • |
Prospectus Supplement dated May 12, 2023 and Prospectus dated May 12, 2023:
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Estimated Value of the Securities
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Investor Considerations
|
| ■ |
seek a fixed return equal to the call premium if the securities are automatically called on the call date;
|
| ■ |
understand that the securities may be automatically called prior to the stated maturity and that the term of the securities may be as short as approximately one year;
|
| ■ |
seek 100% exposure to the upside performance of the Index if the securities are not automatically called and the ending level is greater than the starting level;
|
| ■ |
desire to limit downside exposure to the Index through the buffer amount;
|
| ■ |
are willing to accept the risk that, if the securities are not automatically called and the ending level is less than the starting level by more than the buffer amount, they will lose some, and possibly up to 90%, of the face amount per security at maturity;
|
| ■ |
are willing to forgo interest payments on the securities and dividends on the securities included in the Index; and
|
| ■ |
are willing to hold the securities until maturity or automatic call.
|
| ■ |
seek a liquid investment or are unable or unwilling to hold the securities to maturity or automatic call.;
|
| ■ |
seek a security with a fixed term;
|
| ■ |
are unwilling to accept the risk that the securities will not be automatically called and the ending level of the Index may decrease from the starting level by more than the buffer amount;
|
| ■ |
seek full return of the face amount of the securities at stated maturity;
|
| ■ |
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price;
|
| ■ |
seek current income;
|
| ■ |
are unwilling to accept the risk of exposure to the Index;
|
| ■ |
seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the maturity payment amount for the securities;
|
| ■ |
are unwilling to accept our credit risk, to obtain exposure to the Index generally, or to the exposure to the Index that the securities provide specifically; or
|
| ■ |
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Determining Timing and Amount of Payment on the Securities
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Selected Risk Considerations
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
|
● |
Investing In The Securities Is Not The Same As Investing In The Index. Investing in the securities is not equivalent to investing in the Index. As an investor in the securities, your return will not reflect the return you would realize if you actually owned and held the securities included in the Index for a period similar to the term of the securities because you will not receive any dividend payments, distributions or any other payments paid on those securities. As a holder of the securities, you will not have any voting rights or any other rights that holders of the securities included in the Index would have.
|
|
|
● |
Historical Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of The Securities.
|
|
|
● |
Changes That Affect The Index May Adversely Affect The Value Of The Securities And Any Payments On The Securities.
|
|
|
● |
We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.
|
|
|
● |
We And Our Subsidiaries Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of Information.
|
|
|
● |
The calculation agent is our subsidiary and may be required to make discretionary judgments that affect the return you receive on the securities. JFSI, a wholly owned subsidiary of Jefferies Financial Group Inc., will be the calculation agent for the securities. As calculation agent, JFSI will determine any values of the Index and make any other determinations necessary to calculate any payments on the securities. In making these determinations, JFSI may be required to make discretionary judgments that may adversely affect any payments on the securities. See the sections entitled "General Terms of the Securities- Certain Terms for Securities Linked to an Index-Market Disruption Events,"-Adjustments to an Index" and "-Discontinuance of an Index" in the accompanying product supplement. In making these discretionary judgments, the fact that JFSI is our subsidiary may cause it to have economic interests that are adverse to your interests as an investor in the securities, and JFSI's determinations as calculation agent may adversely affect your return on the securities.
|
|
|
● |
Research reports by our subsidiaries or any participating dealer or its affiliates may be inconsistent with an investment in the securities and may adversely affect the level of the Index.
|
|
|
● |
Business activities of our subsidiaries or any participating dealer or its affiliates with the companies whose securities are included in the Index may adversely affect the level of the Index.
|
|
|
● |
Hedging activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of the Index.
|
|
|
● |
Trading activities by our subsidiaries or any participating dealer or its affiliates may adversely affect the level of the Index.
|
|
|
● |
A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling concession and/or distribution expense fee, creating a further incentive for the participating dealer to sell the securities to you.
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Hypothetical Examples and Returns
|
|
Hypothetical Call Premium:
|
9.05%
|
||
|
Upside Participation Rate
|
100%
|
||
|
Hypothetical Starting Level:
|
100.00
|
||
|
Hypothetical Threshold Level:
|
90.00 (90% of the hypothetical starting level)
|
||
|
Buffer Amount:
|
10%
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Hypothetical
ending level
|
Hypothetical index
return(1)
|
Hypothetical maturity payment
amount per security
|
Hypothetical pre-tax total
rate of return(2)
|
|
200.00
|
100.00%
|
$2,000.00
|
100.00%
|
|
175.00
|
75.00%
|
$1,750.00
|
75.00%
|
|
150.00
|
50.00%
|
$1,500.00
|
50.00%
|
|
140.00
|
40.00%
|
$1,400.00
|
40.00%
|
|
130.00
|
30.00%
|
$1,300.00
|
30.00%
|
|
120.00
|
20.00%
|
$1,200.00
|
20.00%
|
|
110.00
|
10.00%
|
$1,100.00
|
10.00%
|
|
105.00
|
5.00%
|
$1,050.00
|
5.00%
|
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
|
89.00
|
-11.00%
|
$990.00
|
-1.00%
|
|
75.00
|
-25.00%
|
$850.00
|
-15.00%
|
|
50.00
|
-50.00%
|
$600.00
|
-40.00%
|
|
25.00
|
-75.00%
|
$350.00
|
-65.00%
|
|
0.00
|
-100.00%
|
$100.00
|
-90.00%
|
| (1) |
The index return is equal to the percentage change from the starting level to the ending level (i.e., the ending level minus starting level, divided by starting level).
|
| (2) |
The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the payment per security upon automatic call or at stated maturity to the face amount of $1,000.
|
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical closing level on the call date:
|
125.00
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical closing level on the call date:
|
75.00
|
|
|
Hypothetical ending level:
|
110.00
|
|
|
Hypothetical threshold level:
|
90.00, which is 90.00% of the hypothetical starting level
|
|
|
Hypothetical index return
(ending level - starting level)/starting level:
|
10.00%
|
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical closing level on the call date:
|
75.00
|
|
|
Hypothetical ending level:
|
95.00
|
|
|
Hypothetical threshold level:
|
90.00, which is 90.00% of the hypothetical starting level
|
|
|
Hypothetical index return
(ending level - starting level)/starting level:
|
-5.00%
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
S&P 500® Index
|
||
|
Hypothetical starting level:
|
100.00
|
|
|
Hypothetical closing level on the call date:
|
75.00
|
|
|
Hypothetical ending level:
|
50.00
|
|
|
Hypothetical threshold level:
|
90.00, which is 90.00% of the hypothetical starting level
|
|
|
Hypothetical index return
(ending level - starting level)/starting level:
|
-50.00%
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
The S&P 500® Index
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
|
|
|
■ |
a dealer in securities or currencies;
|
|
|
■ |
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
|
|
|
■ |
a bank;
|
|
|
■ |
a life insurance company;
|
|
|
■ |
a tax exempt organization;
|
|
|
■ |
a partnership;
|
|
|
■ |
a regulated investment company;
|
|
|
■ |
an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;
|
|
|
■ |
a common trust fund;
|
|
|
■ |
a person that owns a security as a hedge or that is hedged against interest rate risks;
|
|
|
■ |
a person that owns a security as part of a straddle or conversion transaction for tax purposes; or
|
|
|
■ |
a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
|
You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the securities, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
|
|
|
■ |
a citizen or resident of the United States;
|
|
|
■ |
a domestic corporation;
|
|
|
■ |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
|
|
■ |
a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust.
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
|
■ |
a nonresident alien individual;
|
|
|
■ |
a foreign corporation; or
|
|
|
■ |
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the securities.
|
|
|
■ |
a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes;
|
|
|
■ |
certain former citizens or residents of the United States; or
|
|
|
■ |
a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States.
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
Market Linked Securities- Auto-Callable with Upside Participation and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due January 4, 2029
|
|
LEGAL MATTERS
|