Welcome to our dedicated page for Jefferies Financial Group SEC filings (Ticker: JEF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Victory Capital Holdings, Inc. (VCTR) filed a Form 4 reporting that director Alan Rappaport acquired 1,000 shares of common stock on 07/10/2025 at a reference price of $66.24 per share. The shares were issued instead of cash director fees totaling $66,250, including quarterly board fees and committee compensation.
Following the issuance, Rappaport’s direct ownership stands at 153,144 shares. He also reports 298,861 shares held indirectly through ADR Partners, an entity he controls, bringing his aggregate beneficial ownership to 452,005 shares.
The transaction is recorded under code “A� (acquisition) but represents a fee-in-kind conversion rather than an open-market purchase, limiting its signaling value about insider sentiment. No derivative securities were reported, and there is no indication of additional insider sales or purchases.
Morgan Stanley Finance LLC (Series A GMTN) is offering unsecured, principal-at-risk Jump Securities linked to the newly created S&P 500 Futures 40% Intraday 4% Decrement VT Index (SPXF40D4). The $1,000-denominated notes mature 23 Jul 2030 but can be automatically called quarterly after the first observation date (27 Jul 2026) if the index closes at or above the Call Threshold = 80% of the initial level. The early-redemption schedule delivers an amount that equates to an annualised return of roughly 10.35 % simple; if called at the first opportunity investors receive $1,103.50, rising progressively to $1,508.875 on the last call date.
At maturity (if never called) three scenarios apply: (1) index � 80% � fixed payment $1,517.50 (� 51.75 % total return, 10.35 % p.a.); (2) 50% � index < 80% � principal returned only; (3) index < 50% � principal reduced 1 : 1 with index decline, potentially to zero. No coupons are paid and investors do not participate in upside beyond the fixed payouts.
The preliminary estimated value is $894.70 (� 11 % below issue price) reflecting selling, structuring and hedging costs and an internal funding rate below Morgan Stanley’s traded credit spread. The notes are not listed, and secondary liquidity is expected to be limited; MS&Co. may act as market-maker but is not obliged to.
Credit profile: obligations of MSFL, fully and unconditionally guaranteed by Morgan Stanley (NYSE: MS). All payments are subject to Morgan Stanley’s credit risk; adverse rating changes or spread widening can depress secondary prices.
Underlying index attributes & key risks: SPXF40D4 was launched 30 Aug 2024 and therefore has limited live history; pre-launch data are back-tested. The strategy targets 40 % volatility via intraday re-leveraging (up to 4x) and deducts a 4 % p.a. decrement daily, causing systematic under-performance versus a non-decremented S&P 500 futures index. Leverage amplifies drawdowns, while the decrement drags on returns even in flat or rising markets.
Investor profile: suitable only for investors comfortable with (i) full principal loss risk, (ii) complex, untested index mechanics, (iii) limited liquidity, (iv) tax uncertainty (pre-paid open transaction treatment assumed). Potential reward is capped and front-loaded; the product may appeal to investors seeking above-market yields if the S&P 500 holds above a 20 % buffer, but willing to absorb equity-like downside beyond a 50 % breach.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., has filed Product Supplement No. ES-01-10 to its March 7 2023 base prospectus and July 10 2025 prospectus supplement for future issuances of Equity-Linked Securities (ELKS), Callable Yield Securities, or other similarly structured notes (collectively, the “securities�). These medium-term senior notes (Series N) provide fixed coupon payments but do not assure repayment of principal. Repayment at maturity depends on the performance of one or more “Underlying Shares� � individual equities, American depositary shares (ADSs), exchange-traded funds (ETFs) or, in some structures, the worst performer among multiple underlyings.
Key structural terms (set in each future pricing supplement):
- Coupon rate and payment schedule.
- Definition of “Downside Event,� equity ratio, initial share price and downside threshold price.
- Choice of valuation method (closing price vs. intra-day trading price) and observation window (single-day, daily, or period-based testing).
- Issuer call right on specified dates (if applicable).
- Issuer option to settle in cash instead of delivering shares.
Principal risks highlighted:
- Loss of up to 100 % of principal if a downside event occurs; investors receive underlying shares (or cash equivalent) likely worth less than par.
- No participation in upside appreciation; return is capped at coupons.
- Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; securities are senior unsecured obligations.
- Generally no exchange listing, hence limited secondary liquidity; potential reliance on Citigroup Global Markets as sole market-maker.
- Complex U.S. tax treatment; IRS may challenge issuer’s assumptions, and Section 871(m) withholding may apply to non-U.S. holders.
- Broad calculation-agent discretion (an affiliate of the issuer) in determining prices, adjustments and market-disruption resolutions, creating potential conflicts of interest.
The document incorporates extensive risk disclosures covering volatility sensitivity, dividend dilution, market-disruption events, delisting scenarios, ETF-specific considerations, emerging-market exposure, and tax uncertainties. Investors are directed to read this supplement together with the base prospectus, the July 10 2025 prospectus supplement, and the eventual pricing supplement for each issuance before investing.
Planet Labs PBC (PL) � Form 4 filing dated 10 July 2025
The filing discloses routine equity grants to director Ita M. Brennan. Two separate awards of Class A common stock restricted stock units (RSUs) were reported:
- 32,468 RSUs that vest fully on the earlier of the first anniversary of grant or the next annual shareholders� meeting.
- 13,915 RSUs that vest in equal quarterly tranches each 15 March, 15 June, 15 September and 15 December.
No cash consideration was paid (price $0), and no derivative transactions were reported. Following the grants, Brennan’s direct beneficial ownership rose to 298,968 Class A shares, all held directly.
The awards are part of the company’s standard director compensation program and do not alter share count materially. There is no indication of open-market buying or selling, and the transaction does not involve Rule 10b5-1 trading plans.
The Bank of Nova Scotia (BNS) is marketing senior unsecured Contingent Income Auto-Callable Securities (Series A) linked to Uber Technologies Inc. (NYSE: UBER) common stock. The three-year notes (pricing date 18-Jul-2025; maturity 21-Jul-2028) are offered at $1,000 principal per security with a minimum investment of one note.
Coupon mechanics: on each quarterly determination date, investors receive a $26.90 coupon (10.76% p.a.) if UBER’s closing price is � 60% of the initial share price (downside threshold). Missed coupons ‘accrue� via a memory feature and are paid when a later determination date satisfies the 60% test. No coupon is paid when the test fails.
Auto-call feature: if UBER closes � 100% of the initial share price (call threshold) on any determination date other than the final one, the note is automatically redeemed at par plus the due coupon(s), terminating further payments. Early redemption can occur as soon as the first coupon date (� 3 months).
Principal repayment: at maturity investors receive (i) par plus final & unpaid coupons if UBER’s final price is � 60% of the initial price, or (ii) par × (final price / initial price) if the 60% barrier is breached, exposing holders to a 1-for-1 downside below the barrier. Principal is therefore at risk down to a zero recovery.
Key economics & fees: BNS estimates the fair value on the pricing date at $938.74�$968.74, implying an issue premium of roughly 3�6%. Distribution fees total $22.50 per note (2.25%). The securities will not be listed; Scotia Capital Inc. is calculation agent, and Scotia Capital (USA) Inc. is the selling agent.
Risk highlights: (1) full downside exposure below a 40% drop in UBER’s share price; (2) quarterly coupons are contingent and may never be paid; (3) credit risk of BNS; (4) limited secondary liquidity and potential mark-to-market volatility; (5) complex tax treatment and estimated value below issue price.
Investment profile: the note targets income-oriented investors willing to accept equity-like downside, issuer credit risk and early-call reinvestment risk in exchange for a high contingent yield linked to a single volatile technology stock.
Integer Holdings Corporation (NYSE: ITGR) filed an 8-K on July 10, 2025 announcing a governance change. The Board of Directors has elected Michael J. Coyle as a new director, effective immediately, and increased the board size from 10 to 11 members.
Mr. Coyle will join three key committees�Audit; Compensation & Organization; and Technology Strategy—and will receive compensation under the company’s standard Director Compensation Policy as previously disclosed in the April 7, 2025 proxy statement. His initial term runs until the next annual shareholder meeting. The filing states there are no related-party transactions and no special arrangements connected to his appointment.
The company simultaneously furnished a press release (Exhibit 99.1) under Item 7.01. Consistent with Reg FD instructions, the press release is deemed “furnished,� not “filed,� and therefore carries no Section 18 liability and is not automatically incorporated into other SEC filings.
Rubric Capital Management LP and its managing member David Rosen filed Amendment No. 2 to Schedule 13G disclosing a 6.86 % passive stake in QuidelOrtho Corporation (QDEL) as of 30 June 2025.
The filing covers 4,637,738 common shares, all held with shared voting and dispositive power; neither party claims sole authority over the stock. The position is reported on the basis of 67,625,872 shares outstanding (per QDEL’s 30 March 2025 Form 10-Q). Rubric acts as investment adviser to a series of funds, the largest of which—Rubric Capital Master Fund LP—has the economic right to dividends or sale proceeds exceeding 5 % of QDEL’s shares.
The Schedule 13G is filed under Rule 13d-1(b), signalling a passive investment with no intent to influence control of the issuer. Both reporting persons certify that the shares were acquired in the ordinary course of business and not for activist purposes.
Key ownership details:
- Sole voting/dispositive power: 0 shares
- Shared voting/dispositive power: 4,637,738 shares
- Percent of class: 6.86 %
The amendment updates Rubric’s aggregate holdings but does not announce any purchase or sale terms, financing arrangements, or governance initiatives. Consequently, the disclosure is largely informational, indicating Rubric has crossed—and continues to hold—above the 5 % reporting threshold.
Jefferies Financial Group Inc. is offering Market Linked Securities that pay a high contingent income but expose investors to significant downside risk. The $1,000-denomination notes are linked to the worst performer among three sector ETFs—the Utilities Select Sector SPDR Fund, SPDR S&P Regional Banking ETF and SPDR S&P Biotech ETF—and mature on 19 July 2029.
Income mechanics: A monthly coupon of at least 13.40 % per annum is paid only when the lowest-performing ETF closes at or above 70 % of its starting price on the relevant calculation day. Coupons are forfeited in any month the condition is not satisfied.
Automatic call: From January 2026, if on any quarterly observation (Jan/Apr/Jul/Oct) the worst ETF closes at or above its starting price, the note is redeemed early at par plus the final coupon, capping further upside.
Principal risk: If the securities reach final maturity without being called and the worst ETF ends below 70 % of its starting level, repayment is reduced proportionally; investors could lose more than 30 % and up to all principal.
- Estimated initial value: about $949.60, roughly 5 % below the $1,000 offering price, reflecting structuring and distribution costs up to 2.325 %.
- Notes will not be exchange-listed; secondary market liquidity and pricing are uncertain.
- Credit exposure rests solely with Jefferies Financial Group Inc.; JFSI acts as calculation agent.
The securities may appeal to income-oriented investors comfortable with sector concentration, issuer credit risk and full downside participation.
Jefferies Financial Group Inc. (JEF) is marketing Senior Autocallable Contingent Coupon Barrier Notes due July 30, 2031 under its Series A GMTN program. The unsecured notes are linked to the worst-performing of three major U.S. equity benchmarks—the S&P 500, Russell 2000 and Dow Jones Industrial Average—and embed quarterly contingent coupons, an annual automatic call feature, and downside risk to principal.
- Issue economics: Issue price $1,000; estimated value on pricing date � $980 (±$30) reflecting structuring and hedging costs. Stated principal amount equals issue price.
- Contingent coupon: $26.50 per quarter (� 10.6% p.a.) paid only if, on the relevant observation date, the worst index is � 75% of its initial level. No coupon is accrued if the barrier is breached.
- Autocall feature: Beginning 23 July 2026, the notes are automatically redeemed at par plus the current coupon if the worst index is � 100% of its initial value on any quarterly call observation date. Early redemption shortens the investment horizon and exposes holders to reinvestment risk.
- Principal at maturity: If not called, investors receive: (i) par if the worst index is � 75% of initial level; (ii) 1-for-1 downside exposure to any decline below that threshold, up to total loss of principal if the index falls 100%.
- Key risks: full issuer credit exposure; market risk concentrated in small-cap, large-cap and industrial U.S. equity segments; liquidity risk (no listing, dealer market making discretionary); valuation risk (issue premium vs. estimated value); complex tax profile; potential conflicts (Jefferies affiliates act as agent, calculation agent and hedging counterparties).
- Recent developments (FQ2-25 prelim.): Investment Banking revenue $766 m; Capital Markets $704 m; Asset Management $155 m; income before taxes $135 m; net income $88 m (32.3% tax rate). Six-month net income $216 m on pretax income $286 m.
The preliminary supplement emphasises numerous risk factors—including the chance of receiving no coupons, limited upside vs. direct equity exposure, and potential full principal loss—while detailing valuation methodology, hedging, and U.S. federal income-tax uncertainties. The notes will not be listed on an exchange and may trade below par after issuance.
Jefferies Financial Group Inc. (JEF) is marketing a new $1,000-denomination Market-Linked Security (MLS) that blends high coupons with substantial downside risk. The note, issued under the company’s Series A MTN program, is linked to the worst performer of three sector ETFs—Utilities Select Sector SPDR (XLU), SPDR S&P Regional Banking ETF (KRE) and SPDR S&P Biotech ETF (XBI)—and matures 19 July 2029 (� 4 years). Key commercial terms are as follows:
- Contingent coupon: paid monthly at a minimum 13.40% p.a. (� 1.117% per month) only if the lowest-performing ETF closes � 70% of its start price on the relevant calculation day.
- Auto-call: quarterly (Jan/Apr/Jul/Oct) from Jan 2026 through Apr 2029; triggered if the worst ETF closes � its start price. Early redemption pays par plus the final coupon.
- Principal at risk: if not auto-called, principal is protected only if the worst ETF is � 70% of its start on the final calculation day (16 Jul 2029). Otherwise investors receive $1,000 × Performance Factor, losing more than 30%—potentially all—of face value.
- Estimated initial value: $949.60 (± $30), reflecting selling/hedging costs and JEF’s internal funding rate; investors are paying a ~5.0% premium to model value at issuance.
- Fees & distribution: underwritten by Jefferies LLC and Wells Fargo Securities; agent discount up to $23.25 (2.325%) per note, with additional selling concessions of up to $3.00.
- Credit profile: senior unsecured obligation of Jefferies Financial Group Inc.; payments depend entirely on the issuer’s solvency.
- Liquidity: unlisted; secondary market, if any, will be dealer-driven and likely at a material discount, especially after the first four months when the embedded sales concession fully amortises.
Risk highlights include the possibility of receiving zero coupons, full downside exposure below the 70% barrier, sector concentration (utilities, regional banks, biotech), potential tax complexity (Section 1260 constructive ownership), and conflicts of interest in valuation and hedging. Investors must be willing to forego all upside in the underlying ETFs and accept a product whose fair value is materially below issue price.
Investor fit: suitable only for yield-oriented, tactically minded investors comfortable with structured products, limited liquidity and issuer credit risk, and who can tolerate substantial loss of principal. Conservative or buy-and-hold fixed-income investors should avoid.