Jefferies launches 200%-participation bitcoin notes with 20% buffer, 90% cap

Q: What is the participation rate on Jefferies' (JEF) new bitcoin-linked notes?

The notes provide a 200 % participation rate on any positive return of the iShares庐 Bitcoin Trust ETF, subject to the $1,900 cap.

Q: How much downside protection do the Senior Capped Buffered Leveraged Notes offer?

There is a 20 % buffer; investors start losing principal only if IBIT falls more than 20 % from the initial level.

Q: What is the maximum payment investors can receive at maturity?

The Maximum Payment at Maturity is $1,900 per note, equal to 190 % of the $1,000 principal.

Q: Can I lose my entire investment in these JEF notes?

Yes. If IBIT declines 100 %, the payment would be $200, representing an 80 % loss of principal.

Q: How does the estimated value compare with the issue price?

Jefferies estimates each note will be worth approximately $945 on the pricing date, about 5.5 % below the $1,000 issue price.

Q: What were Jefferies' preliminary Q2 2025 earnings?

For the quarter ended May 31 2025, Jefferies reported $88 million net income on $704 million Capital Markets and $766 million Investment Banking revenues.

[424B2] Jefferies Financial Group Inc. Prospectus Supplement

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

424B2

Rhea-AI Filing Summary

Jefferies Financial Group Inc. (ticker: JEF) is offering Senior Capped Buffered Leveraged Notes due July 18, 2028 linked to the iShares庐 Bitcoin Trust ETF (IBIT). The notes are unsecured senior obligations issued under the company鈥檚 Series A Global MTN program and will be sold at $1,000 per note.

Key economic terms

Participation Rate: 200 % of any positive ETF performance.
Maximum Payment at Maturity: $1,900 (190 % of principal).
Buffer: First 20 % decline (Underlying Return to 鈥�20 %) is absorbed; beyond that, investors lose 1 % of principal for each additional 1 % drop, with maximum loss of 80 % (payment floor $200).
No interim interest coupons.
Pricing Date: July 15, 2025; Issue Date: July 18, 2025; Valuation Date: July 13, 2028; Maturity: July 18, 2028.
Estimated value on the Pricing Date: 鈮� $945 (卤 $30), reflecting upfront selling/hedging costs.
Adjustment Factor initially 1.0; subject to standard ETF antidilution provisions.
Notes will not be listed; Jefferies LLC may make a market but is not obligated.

Credit & distribution details

Senior unsecured obligations ranking pari-passu with other senior debt.
All payments subject to Jefferies Financial Group Inc. credit risk; no collateral.
Jefferies LLC (a FINRA member and affiliate) acts as agent; dealer concessions up to 1.10 % ($11 per note). Offering conducted under FINRA Rule 5121 (conflict of interest).
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Recent company developments (fiscal Q2 2025, three months ended May 31, 2025)

Investment Banking net revenues: $766 million.
Capital Markets net revenues: $704 million.
Asset Management net revenues: $155 million.
Income before income taxes: $135 million.
Net income: $88 million (effective tax rate 32.3 %).

For the six-month period ended May 31 2025, Jefferies reported Investment Banking revenue of $1.47 billion, Capital Markets revenue of $1.40 billion, Asset Management revenue of $346 million, income before taxes of $286 million, and net income of $216 million (20.2 % tax rate). Figures are preliminary and unaudited.

Principal risks highlighted

Market risk: Exposure to bitcoin price volatility via IBIT; appreciation capped at 90 % (due to $1,900 cap).
Downside risk: Up to 80 % principal loss if IBIT falls more than 20 %.
Credit risk: Payments dependent on Jefferies鈥� ability to pay.
Liquidity risk: No exchange listing; secondary market, if any, may be limited and at prices below estimated value.
Valuation risk: Estimated value is lower than issue price; includes built-in fees and hedging costs.
Digital-asset鈥搒pecific risks: Security, fraud/manipulation, regulatory uncertainty, custody and concentration risks inherent to bitcoin.
Tax uncertainty: Possible application of constructive-ownership rules; IRS considering guidance that could alter taxation.

Investor profile: Suitable only for investors comfortable with bitcoin-linked volatility, Jefferies鈥� credit exposure, a capped upside, potential 80 % principal loss, lack of income, and limited liquidity.

Jefferies Financial Group Inc. (ticker: JEF) offre Senior Capped Buffered Leveraged Notes con scadenza il 18 luglio 2028, collegati all鈥橢TF iShares庐 Bitcoin Trust (IBIT). Queste obbligazioni senior non garantite sono emesse nell鈥檃mbito del programma Series A Global MTN della societ脿 e saranno vendute a 1.000 $ per nota.

Termini economici chiave

Percentuale di partecipazione: 200% di qualsiasi performance positiva dell鈥橢TF.
Pagamento massimo a scadenza: 1.900 $ (190% del capitale).
Buffer: il primo 20% di calo (rendimento sottostante fino a 鈥�20%) 猫 assorbito; oltre tale soglia, gli investitori perdono l鈥�1% del capitale per ogni ulteriore calo dell鈥�1%, con perdita massima del 80% (valore minimo di rimborso 200 $).
Nessuna cedola di interesse intermedia.
Data di prezzo: 15 luglio 2025; Data di emissione: 18 luglio 2025; Data di valutazione: 13 luglio 2028; Scadenza: 18 luglio 2028.
Valore stimato alla data di prezzo: circa 945 $ (卤 30 $), riflettendo costi iniziali di vendita e copertura.
Fattore di aggiustamento iniziale 1.0; soggetto alle normali disposizioni antidiluizione dell鈥橢TF.
Le note non saranno quotate; Jefferies LLC pu貌 fare mercato ma non 猫 obbligata.

Dettagli sul credito e distribuzione

Obbligazioni senior non garantite con pari rango rispetto ad altri debiti senior.
Tutti i pagamenti sono soggetti al rischio di credito di Jefferies Financial Group Inc.; nessuna garanzia.
Jefferies LLC (membro FINRA e affiliata) agisce come agente; concessioni dealer fino all鈥�1,10% (11 $ per nota). Offerta condotta secondo la regola FINRA 5121 (conflitto di interessi).
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Ultimi sviluppi aziendali (secondo trimestre fiscale 2025, tre mesi terminati il 31 maggio 2025)

Ricavi netti Investment Banking: 766 milioni di $.
Ricavi netti Capital Markets: 704 milioni di $.
Ricavi netti Asset Management: 155 milioni di $.
Utile ante imposte: 135 milioni di $.
Utile netto: 88 milioni di $ (aliquota fiscale effettiva 32,3%).

Per il periodo di sei mesi terminato il 31 maggio 2025, Jefferies ha riportato ricavi da Investment Banking di 1,47 miliardi di $, ricavi da Capital Markets di 1,40 miliardi di $, ricavi da Asset Management di 346 milioni di $, utile ante imposte di 286 milioni di $ e utile netto di 216 milioni di $ (aliquota fiscale 20,2%). I dati sono preliminari e non revisionati.

Principali rischi evidenziati

Rischio di mercato: esposizione alla volatilit脿 del prezzo del bitcoin tramite IBIT; apprezzamento limitato al 90% (a causa del tetto di 1.900 $).
Rischio di ribasso: perdita fino all鈥�80% del capitale se IBIT scende oltre il 20%.
Rischio di credito: i pagamenti dipendono dalla capacit脿 di Jefferies di farvi fronte.
Rischio di liquidit脿: assenza di quotazione in borsa; il mercato secondario, se presente, potrebbe essere limitato e a prezzi inferiori al valore stimato.
Rischio di valutazione: il valore stimato 猫 inferiore al prezzo di emissione; include spese e costi di copertura incorporati.
Rischi specifici degli asset digitali: sicurezza, frode/manipolazione, incertezza regolamentare, custodia e rischi di concentrazione inerenti al bitcoin.
Incertezza fiscale: possibile applicazione di regole di possesso costruttivo; l鈥橧RS sta valutando linee guida che potrebbero modificare la tassazione.

Profilo dell鈥檌nvestitore: adatto solo a chi 猫 disposto ad accettare la volatilit脿 collegata al bitcoin, il rischio di credito di Jefferies, un potenziale guadagno limitato, una possibile perdita dell鈥�80% del capitale, l鈥檃ssenza di reddito e la limitata liquidit脿.

Jefferies Financial Group Inc. (s铆mbolo: JEF) ofrece Senior Capped Buffered Leveraged Notes con vencimiento el 18 de julio de 2028, vinculados al ETF iShares庐 Bitcoin Trust (IBIT). Los bonos son obligaciones senior no garantizadas emitidas bajo el programa Series A Global MTN de la compa帽铆a y se vender谩n a 1.000 $ por bono.

T茅rminos econ贸micos clave

Tasa de participaci贸n: 200% de cualquier rendimiento positivo del ETF.
Pago m谩ximo al vencimiento: 1.900 $ (190% del principal).
Buffer: la primera ca铆da del 20% (rendimiento subyacente hasta 鈥�20%) se absorbe; m谩s all谩 de eso, los inversores pierden el 1% del principal por cada 1% adicional de ca铆da, con p茅rdida m谩xima del 80% (piso de pago 200 $).
No hay cupones de inter茅s intermedios.
Fecha de precio: 15 de julio de 2025; Fecha de emisi贸n: 18 de julio de 2025; Fecha de valoraci贸n: 13 de julio de 2028; Vencimiento: 18 de julio de 2028.
Valor estimado en la fecha de precio: aproximadamente 945 $ (卤 30 $), reflejando costos iniciales de venta/cobertura.
Factor de ajuste inicialmente 1.0; sujeto a disposiciones est谩ndar antidiluci贸n del ETF.
Los bonos no estar谩n listados; Jefferies LLC puede hacer mercado pero no est谩 obligado.

Detalles de cr茅dito y distribuci贸n

Obligaciones senior no garantizadas con rango pari-passu con otras deudas senior.
Todos los pagos sujetos al riesgo crediticio de Jefferies Financial Group Inc.; sin colateral.
Jefferies LLC (miembro de FINRA y afiliado) act煤a como agente; concesiones para dealers hasta 1,10% (11 $ por bono). Oferta realizada bajo la regla FINRA 5121 (conflicto de inter茅s).
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Desarrollos recientes de la compa帽铆a (segundo trimestre fiscal 2025, tres meses terminados el 31 de mayo de 2025)

Ingresos netos de Banca de Inversi贸n: 766 millones de $.
Ingresos netos de Mercados de Capital: 704 millones de $.
Ingresos netos de Gesti贸n de Activos: 155 millones de $.
Ingreso antes de impuestos: 135 millones de $.
Ingreso neto: 88 millones de $ (tasa efectiva de impuestos 32,3%).

Para el per铆odo de seis meses terminado el 31 de mayo de 2025, Jefferies report贸 ingresos de Banca de Inversi贸n por 1.470 millones de $, ingresos de Mercados de Capital por 1.400 millones de $, ingresos de Gesti贸n de Activos por 346 millones de $, ingreso antes de impuestos de 286 millones de $ y ingreso neto de 216 millones de $ (tasa impositiva 20,2%). Cifras preliminares y no auditadas.

Principales riesgos destacados

Riesgo de mercado: exposici贸n a la volatilidad del precio de bitcoin a trav茅s de IBIT; apreciaci贸n limitada al 90% (debido al tope de 1.900 $).
Riesgo a la baja: p茅rdida de hasta el 80% del principal si IBIT cae m谩s del 20%.
Riesgo crediticio: los pagos dependen de la capacidad de Jefferies para cumplir.
Riesgo de liquidez: sin cotizaci贸n en bolsa; el mercado secundario, si existe, puede ser limitado y a precios inferiores al valor estimado.
Riesgo de valoraci贸n: el valor estimado es menor que el precio de emisi贸n; incluye tarifas y costos de cobertura incorporados.
Riesgos espec铆ficos de activos digitales: seguridad, fraude/manipulaci贸n, incertidumbre regulatoria, custodia y riesgos de concentraci贸n inherentes a bitcoin.
Incertidumbre fiscal: posible aplicaci贸n de reglas de propiedad constructiva; el IRS est谩 considerando directrices que podr铆an cambiar la tributaci贸n.

Perfil del inversor: adecuado solo para inversores que toleren la volatilidad vinculada a bitcoin, la exposici贸n crediticia de Jefferies, un tope en las ganancias, posible p茅rdida del 80% del principal, ausencia de ingresos y liquidez limitada.

Jefferies Financial Group Inc.(韹办护: JEF)電� iShares庐 Bitcoin Trust ETF(IBIT)鞐� 鞐半彊霅� 2028雲� 7鞗� 18鞚� 毵岅赴 Senior Capped Buffered Leveraged Notes毳� 鞝滉车頃╇媹雼�. 鞚� 雲疙姼電� 須岇偓鞚� Series A Global MTN 頂勲攴鸽灗頃橃棎氚滍枆霅� 氍措嫶氤� 靹犾垳鞙� 毂勲鞚措┌, 毂勱秾雼� 1,000雼煬鞐� 韺愲Г霅╇媹雼�.

欤检殧瓴届牅臁瓣贝

彀胳棳鞙�: ETF鞚� 旮嶌爼鞝� 靹标臣鞐� 雽€頃� 200% 彀胳棳.
毵岅赴鞁� 斓滊寑歆€旮夓暋: 1,900雼煬 (鞗愱笀鞚� 190%).
氩勴嵓: 斓滌磮 20% 頃橂澖(旮办磮靾橃澋毳� 鈥�20%旯岇)鞚€ 頋§垬頃橂┌, 攴� 鞚挫儊頃橂澖鞁� 鞗愱笀鞚� 1%鞌� 靻愳嫟, 斓滊寑靻愳嫟鞚€ 80% (斓滌唽歆€旮夓暋 200雼煬).
欷戧皠鞚挫瀽炜犿彴鞐嗢潓.
臧€瓴� 瓴办爼鞚�: 2025雲� 7鞗� 15鞚�; 氚滍枆鞚�: 2025雲� 7鞗� 18鞚�; 韽夑皜鞚�: 2028雲� 7鞗� 13鞚�; 毵岅赴: 2028雲� 7鞗� 18鞚�.
臧€瓴� 瓴办爼鞚� 鞓堨儊臧€旃�: 鞎� 945雼煬 (卤30雼煬), 靹犿枆韺愲Г 氚� 項れ 牍勳毄氚橃榿.
齑堦赴臁办爼瓿勳垬 1.0; 響滌 ETF 頋劃氚╈ 臁绊暛鞝侅毄.
雲疙姼電� 靸侅灔霅橃 鞎婌溂氅�, Jefferies LLC臧€ 鞁滌灔臁办劚頃� 靾� 鞛堨溂雮� 鞚橂電� 鞎勲嫎.

鞁犾毄氚� 氚绊彫靹鸽秬靷暛

旮绊儉靹犾垳鞙� 攵€毂勳檧霃欕摫頃� 靾滌渼鞚� 氍措嫶氤� 靹犾垳鞙� 毂勲.
氇摖歆€旮夓潃 Jefferies Financial Group Inc.鞚� 鞁犾毄鞙勴棙鞐� 霐半; 雼措炒鞐嗢潓.
Jefferies LLC(FINRA 須岇洂氚� 瓿勳棿靷�)臧€ 雽€毽澑鞐暊; 霐滊煬靾橃垬耄� 斓滊寑 1.10%(毂勱秾雼� 11雼煬). FINRA 攴滌箼 5121(鞚错暣靸侅订) 頃橃棎鞝滉车.
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

斓滉芳須岇偓霃欗枼 (2025 須岅硠鞐半弰 2攵勱赴, 2025雲� 5鞗� 31鞚� 膦呺 3臧滌洈)

韴瀽鞚€頄� 靾滌垬鞚�: 7鞏� 6,600毵� 雼煬.
鞛愲掣鞁滌灔靾滌垬鞚�: 7鞏� 400毵� 雼煬.
鞛愳偘甏€毽� 靾滌垬鞚�: 1鞏� 5,500毵� 雼煬.
氩曥澑靹� 彀皭鞝� 靻岆摑: 1鞏� 3,500毵� 雼煬.
靾涤澊鞚�: 8,800毵� 雼煬 (鞙犿毃靹胳湪 32.3%).

2025雲� 5鞗� 31鞚� 膦呺 6臧滌洈霃欖晥 Jefferies電� 韴瀽鞚€頄� 靾橃澋 14鞏� 7,000毵� 雼煬, 鞛愲掣鞁滌灔靾橃澋 14鞏� 雼煬, 鞛愳偘甏€毽� 靾橃澋 3鞏� 4,600毵� 雼煬, 氩曥澑靹� 彀皭鞝� 靻岆摑 2鞏� 8,600毵� 雼煬, 靾滌澊鞚� 2鞏� 1,600毵� 雼煬(靹胳湪 20.2%)毳� 氤搓碃頄堨姷雼堧嫟. 靾橃箻電� 鞓堧箘氚� 臧愳偓鞝勳瀰雼堧嫟.

欤检殧鞙勴棙鞖旍暯

鞁滌灔鞙勴棙: IBIT毳� 韱淀暅牍勴姼旖旍澑臧€瓴� 氤€霃欖劚雲胳稖; 靸侅姽鞚€ 90%(1,900雼煬靸來暅)搿� 鞝滍暅.
頃橂澖鞙勴棙: IBIT臧€ 20% 鞚挫儊頃橂澖鞁� 斓滊寑 80% 鞗愱笀靻愳嫟臧€電�.
鞁犾毄鞙勴棙: 歆€旮夓潃 Jefferies鞚� 歆€旮� 電ル牓鞐� 鞚橃〈.
鞙犽彊靹� 鞙勴棙: 靸侅灔鞐嗢潓; 2彀� 鞁滌灔鞚� 鞝滍暅鞝侅澊瓿� 於旍爼臧€旃橂炒雼� 雮潃臧€瓴╈澕靾� 鞛堨潓.
韽夑皜鞙勴棙: 鞓堨儊臧€旃橂姅氚滍枆臧€氤措嫟雮溂氅�, 靾橃垬耄� 氚� 項れ 牍勳毄韽暔.
霐旍韯� 鞛愳偘韸轨湢鞙勴棙: 氤挫晥, 靷赴/臁办瀾, 攴滌牅攵堩檿鞁れ劚, 氤搓磤氚� 歆戩 鞙勴棙韽暔.
靹戈笀攵堩檿鞁れ劚: 鞁れ 靻岇湢甓� 攴滌箼鞝侅毄臧€電レ劚; IRS臧€ 瓿检劯氤€瓴� 臧€電レ劚瓴€韱� 欷�.

韴瀽鞛� 頂勲頃�: 牍勴姼旖旍澑鞐半彊氤€霃欖劚, Jefferies 鞁犾毄鞙勴棙, 靸來暅靾橃澋, 斓滊寑 80% 鞗愱笀靻愳嫟, 氍挫垬鞚�, 鞝滍暅霅� 鞙犽彊靹膘潉臧愳垬頃� 靾� 鞛堧姅韴瀽鞛愳棎瓴� 鞝來暕頃╇媹雼�.

Jefferies Financial Group Inc. (symbole : JEF) propose des Senior Capped Buffered Leveraged Notes arrivant 脿茅ch茅ance le 18 juillet 2028, li茅s 脿 l鈥橢TF iShares庐 Bitcoin Trust (IBIT). Ces notes sont des obligations senior non garanties 茅mises dans le cadre du programme Series A Global MTN de la soci茅t茅 et seront vendues 脿 1 000 $ par note.

Principaux termes 茅conomiques

Taux de participation : 200 % de toute performance positive de l鈥橢TF.
Paiement maximum 脿 l鈥櫭ヽh茅ance : 1 900 $ (190 % du principal).
Buffer : la premi猫re baisse de 20 % (rendement sous-jacent jusqu鈥櫭� 鈥�20 %) est absorb茅e ; au-del脿, les investisseurs perdent 1 % du principal pour chaque baisse suppl茅mentaire de 1 %, avec une perte maximale de 80 % (plancher de paiement de 200 $).
Pas de coupons d鈥檌nt茅r锚t interm茅diaires.
Date de tarification : 15 juillet 2025 ; Date d鈥櫭﹎ission : 18 juillet 2025 ; Date d鈥櫭﹙aluation : 13 juillet 2028 ; 脡ch茅ance : 18 juillet 2028.
Valeur estim茅e 脿 la date de tarification : environ 945 $ (卤 30 $), refl茅tant les co没ts initiaux de vente/couverture.
Facteur d鈥檃justement initial 1,0 ; soumis aux dispositions standard antidilution de l鈥橢TF.
Les notes ne seront pas cot茅es ; Jefferies LLC peut assurer un march茅, mais n鈥檡 est pas oblig茅.

D茅tails sur le cr茅dit et la distribution

Obligations senior non garanties, au m锚me rang que les autres dettes senior.
Tous les paiements sont soumis au risque de cr茅dit de Jefferies Financial Group Inc. ; pas de garantie.
Jefferies LLC (membre FINRA et affili茅) agit en tant qu鈥檃gent ; concessions pour les courtiers jusqu鈥櫭� 1,10 % (11 $ par note). Offre r茅alis茅e selon la r猫gle FINRA 5121 (conflit d鈥檌nt茅r锚ts).
CUSIP/ISIN : 47233YKJ3 / US47233YKJ37.

Derniers d茅veloppements de la soci茅t茅 (2e trimestre fiscal 2025, trois mois clos le 31 mai 2025)

Revenus nets de banque d鈥檌nvestissement : 766 millions de $.
Revenus nets des march茅s de capitaux : 704 millions de $.
Revenus nets de gestion d鈥檃ctifs : 155 millions de $.
R茅sultat avant imp么ts : 135 millions de $.
R茅sultat net : 88 millions de $ (taux d鈥檌mposition effectif 32,3 %).

Pour les six mois clos au 31 mai 2025, Jefferies a d茅clar茅 des revenus de banque d鈥檌nvestissement de 1,47 milliard de $, des revenus des march茅s de capitaux de 1,40 milliard de $, des revenus de gestion d鈥檃ctifs de 346 millions de $, un r茅sultat avant imp么ts de 286 millions de $ et un r茅sultat net de 216 millions de $ (taux d鈥檌mposition de 20,2 %). Les chiffres sont pr茅liminaires et non audit茅s.

Principaux risques soulign茅s

Risque de march茅 : exposition 脿 la volatilit茅 du prix du bitcoin via IBIT ; appr茅ciation plafonn茅e 脿 90 % (en raison du plafond de 1 900 $).
Risque de baisse : perte pouvant atteindre 80 % du principal si IBIT chute de plus de 20 %.
Risque de cr茅dit : les paiements d茅pendent de la capacit茅 de Jefferies 脿 payer.
Risque de liquidit茅 : pas de cotation en bourse ; le march茅 secondaire, s鈥檌l existe, peut 锚tre limit茅 et 脿 des prix inf茅rieurs 脿 la valeur estim茅e.
Risque d鈥櫭﹙aluation : la valeur estim茅e est inf茅rieure au prix d鈥櫭﹎ission ; inclut les frais et co没ts de couverture int茅gr茅s.
Risques sp茅cifiques aux actifs num茅riques : s茅curit茅, fraude/manipulation, incertitude r茅glementaire, garde et risques de concentration li茅s au bitcoin.
Incertitude fiscale : possible application des r猫gles de propri茅t茅 constructive ; l鈥橧RS envisage des directives pouvant modifier la fiscalit茅.

Profil de l鈥檌nvestisseur : adapt茅 uniquement aux investisseurs 脿 l鈥檃ise avec la volatilit茅 li茅e au bitcoin, l鈥檈xposition au cr茅dit de Jefferies, un potentiel de gain plafonn茅, une perte possible de 80 % du principal, l鈥檃bsence de revenus et une liquidit茅 limit茅e.

Jefferies Financial Group Inc. (Ticker: JEF) bietet Senior Capped Buffered Leveraged Notes mit F盲lligkeit am 18. Juli 2028 an, die an den iShares庐 Bitcoin Trust ETF (IBIT) gekoppelt sind. Die Notes sind unbesicherte Seniorverbindlichkeiten, die im Rahmen des Series A Global MTN-Programms des Unternehmens ausgegeben werden und zu 1.000 $ pro Note verkauft werden.

Wesentliche wirtschaftliche Bedingungen

Partizipationsrate: 200% der positiven ETF-Performance.
Maximale Auszahlung bei F盲lligkeit: 1.900 $ (190% des Kapitals).
Puffer: Die ersten 20% R眉ckgang (Basisrendite bis 鈥�20%) werden absorbiert; dar眉ber hinaus verlieren Anleger 1% des Kapitals f眉r jeden weiteren 1% R眉ckgang, mit einem maximalen Verlust von 80% (Mindestzahlung 200 $).
Keine Zwischenzinskupons.
Preisfeststellungstag: 15. Juli 2025; Emissionstag: 18. Juli 2025; Bewertungsstichtag: 13. Juli 2028; F盲lligkeit: 18. Juli 2028.
Gesch盲tzter Wert am Preisfeststellungstag: ca. 945 $ (卤 30 $), inklusive anf盲nglicher Verkaufs- und Absicherungskosten.
Anpassungsfaktor initial 1,0; unterliegt den 眉blichen Anti-Dilution-Bestimmungen des ETFs.
Die Notes werden nicht notiert; Jefferies LLC kann einen Markt stellen, ist dazu aber nicht verpflichtet.

Kredit- und Vertriebsdetails

Unbesicherte Seniorverbindlichkeiten mit Rang gleichrangig zu anderen Seniorverbindlichkeiten.
Alle Zahlungen unterliegen dem Kreditrisiko von Jefferies Financial Group Inc.; keine Sicherheiten.
Jefferies LLC (FINRA-Mitglied und Tochtergesellschaft) fungiert als Agent; H盲ndlerprovisionen bis zu 1,10 % (11 $ pro Note). Angebot gem盲脽 FINRA-Regel 5121 (Interessenkonflikt) durchgef眉hrt.
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Aktuelle Unternehmensentwicklungen (Gesch盲ftsjahr Q2 2025, drei Monate bis 31. Mai 2025)

Nettoerl枚se Investment Banking: 766 Mio. $.
Nettoerl枚se Kapitalm盲rkte: 704 Mio. $.
Nettoerl枚se Asset Management: 155 Mio. $.
Ergebnis vor Steuern: 135 Mio. $.
Nettoergebnis: 88 Mio. $ (effektiver Steuersatz 32,3 %).

F眉r den sechsmonatigen Zeitraum bis zum 31. Mai 2025 meldete Jefferies Investment Banking Erl枚se von 1,47 Mrd. $, Kapitalm盲rkte Erl枚se von 1,40 Mrd. $, Asset Management Erl枚se von 346 Mio. $, Ergebnis vor Steuern von 286 Mio. $ und Nettoergebnis von 216 Mio. $ (Steuersatz 20,2 %). Die Zahlen sind vorl盲ufig und ungepr眉ft.

Hervorgehobene Hauptrisiken

Marktrisiko: Exponierung gegen眉ber Bitcoin-Preisvolatilit盲t 眉ber IBIT; Aufw盲rtsbegrenzung bei 90 % (aufgrund der 1.900 $-Obergrenze).
础产飞盲谤迟蝉谤颈蝉颈办辞: Bis zu 80 % Kapitalverlust, falls IBIT um mehr als 20 % f盲llt.
Kreditrisiko: Zahlungen abh盲ngig von der Zahlungsf盲higkeit von Jefferies.
尝颈辩耻颈诲颈迟盲迟蝉谤颈蝉颈办辞: Keine B枚rsennotierung; Sekund盲rmarkt, falls vorhanden, kann begrenzt sein und unter dem gesch盲tzten Wert handeln.
Bewertungsrisiko: Gesch盲tzter Wert liegt unter dem Ausgabepreis; beinhaltet eingebettete Geb眉hren und Absicherungskosten.
Spezifische Risiken digitaler Verm枚genswerte: Sicherheit, Betrug/Manipulation, regulatorische Unsicherheit, Verwahrung und Konzentrationsrisiken im Zusammenhang mit Bitcoin.
Steuerliche Unsicherheit: M枚gliche Anwendung von konstruktiven Eigentumsregeln; IRS pr眉ft Leitlinien, die die Besteuerung ver盲ndern k枚nnten.

Investorprofil: Geeignet nur f眉r Anleger, die mit Bitcoin-Volatilit盲t, Jefferies Kreditrisiko, begrenztem Aufw盲rtspotenzial, m枚glichem 80% Kapitalverlust, fehlendem Einkommen und eingeschr盲nkter Liquidit盲t umgehen k枚nnen.

Positive

200 % upside participation allows investors to double positive IBIT performance up to the 45 % appreciation point.
20 % downside buffer fully protects principal against the first 20 % decline in the ETF.
Preliminary Q2 2025 results show Jefferies remained profitable (net income $88 million) despite market conditions.
Low sponsor fee (0.25 %) on IBIT compared with many crypto products limits indirect performance drag.

Negative

Loss potential up to 80 % of principal once IBIT falls more than 20 % from the initial level.
Maximum return capped at 90 %; gains beyond a 45 % ETF rise are forfeited.
Estimated value ($945) below issue price reflects an immediate economic cost to investors.
No interest payments throughout the three-year term, reducing carry for investors.
Credit exposure to Jefferies Financial Group Inc.; note is unsecured and ranks pari-passu with other senior debt.
Liquidity risk: Notes will not be listed on an exchange; secondary trading, if any, may be at substantial discounts.
Bitcoin-specific risks (volatility, security breaches, manipulation) may magnify downside beyond traditional assets.
Tax treatment uncertain; potential application of constructive-ownership rules and future IRS guidance could increase tax burden.

Insights

TL;DR: High-leverage bitcoin note with 20 % buffer and 90 % capped upside; material downside, no interest, credit and liquidity risks鈥攏eutral overall.

Impact assessment: The filing is a routine MTN issuance rather than a transformative corporate event, so the impact on Jefferies鈥� equity value is muted. For investors, the product offers a 200 % participation rate but the 190 % cap limits gains once IBIT rises 45 % or more. The 20 % buffer provides partial protection, yet a sustained bitcoin drawdown beyond that level exposes holders to steep principal erosion鈥攗p to 鈥�80 %. The estimated value ($945) reveals an immediate 5.5 % structuring cost. Secondary market liquidity is uncertain, and the note embeds Jefferies鈥� credit risk. Given these trade-offs, risk-reward is finely balanced; therefore I classify the note as neutral (rating 0).

TL;DR: Attaching leveraged bitcoin exposure to a senior note adds crypto-specific vulnerabilities; capped upside and complex tax picture temper appeal鈥攔isk outweighs benefit.

The product channels bitcoin volatility through IBIT, itself exposed to custody, security and manipulation threats detailed in the risk section. Investors sacrifice uncapped crypto gains for a hard $1,900 ceiling while retaining much of the tail risk. Unlike direct ETF ownership, investors face Jefferies default risk and lack interim liquidity or voting rights. The sponsor鈥檚 0.25 % fee and periodic bitcoin sales dilute IBIT鈥檚 NAV, indirectly affecting note return. Tax treatment remains uncertain; Section 1260 constructive-ownership rules could re-characterize gains as ordinary income. On balance, I view the structure as disadvantageous to unsophisticated investors and not materially positive or negative for Jefferies鈥� balance-sheet. Rating 0.

Termini economici chiave

Percentuale di partecipazione: 200% di qualsiasi performance positiva dell鈥橢TF.
Pagamento massimo a scadenza: 1.900 $ (190% del capitale).
Buffer: il primo 20% di calo (rendimento sottostante fino a 鈥�20%) 猫 assorbito; oltre tale soglia, gli investitori perdono l鈥�1% del capitale per ogni ulteriore calo dell鈥�1%, con perdita massima del 80% (valore minimo di rimborso 200 $).
Nessuna cedola di interesse intermedia.
Data di prezzo: 15 luglio 2025; Data di emissione: 18 luglio 2025; Data di valutazione: 13 luglio 2028; Scadenza: 18 luglio 2028.
Valore stimato alla data di prezzo: circa 945 $ (卤 30 $), riflettendo costi iniziali di vendita e copertura.
Fattore di aggiustamento iniziale 1.0; soggetto alle normali disposizioni antidiluizione dell鈥橢TF.
Le note non saranno quotate; Jefferies LLC pu貌 fare mercato ma non 猫 obbligata.

Dettagli sul credito e distribuzione

Obbligazioni senior non garantite con pari rango rispetto ad altri debiti senior.
Tutti i pagamenti sono soggetti al rischio di credito di Jefferies Financial Group Inc.; nessuna garanzia.
Jefferies LLC (membro FINRA e affiliata) agisce come agente; concessioni dealer fino all鈥�1,10% (11 $ per nota). Offerta condotta secondo la regola FINRA 5121 (conflitto di interessi).
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Ultimi sviluppi aziendali (secondo trimestre fiscale 2025, tre mesi terminati il 31 maggio 2025)

Ricavi netti Investment Banking: 766 milioni di $.
Ricavi netti Capital Markets: 704 milioni di $.
Ricavi netti Asset Management: 155 milioni di $.
Utile ante imposte: 135 milioni di $.
Utile netto: 88 milioni di $ (aliquota fiscale effettiva 32,3%).

Principali rischi evidenziati

Rischio di mercato: esposizione alla volatilit脿 del prezzo del bitcoin tramite IBIT; apprezzamento limitato al 90% (a causa del tetto di 1.900 $).
Rischio di ribasso: perdita fino all鈥�80% del capitale se IBIT scende oltre il 20%.
Rischio di credito: i pagamenti dipendono dalla capacit脿 di Jefferies di farvi fronte.
Rischio di liquidit脿: assenza di quotazione in borsa; il mercato secondario, se presente, potrebbe essere limitato e a prezzi inferiori al valore stimato.
Rischio di valutazione: il valore stimato 猫 inferiore al prezzo di emissione; include spese e costi di copertura incorporati.
Rischi specifici degli asset digitali: sicurezza, frode/manipolazione, incertezza regolamentare, custodia e rischi di concentrazione inerenti al bitcoin.
Incertezza fiscale: possibile applicazione di regole di possesso costruttivo; l鈥橧RS sta valutando linee guida che potrebbero modificare la tassazione.

T茅rminos econ贸micos clave

Tasa de participaci贸n: 200% de cualquier rendimiento positivo del ETF.
Pago m谩ximo al vencimiento: 1.900 $ (190% del principal).
Buffer: la primera ca铆da del 20% (rendimiento subyacente hasta 鈥�20%) se absorbe; m谩s all谩 de eso, los inversores pierden el 1% del principal por cada 1% adicional de ca铆da, con p茅rdida m谩xima del 80% (piso de pago 200 $).
No hay cupones de inter茅s intermedios.
Fecha de precio: 15 de julio de 2025; Fecha de emisi贸n: 18 de julio de 2025; Fecha de valoraci贸n: 13 de julio de 2028; Vencimiento: 18 de julio de 2028.
Valor estimado en la fecha de precio: aproximadamente 945 $ (卤 30 $), reflejando costos iniciales de venta/cobertura.
Factor de ajuste inicialmente 1.0; sujeto a disposiciones est谩ndar antidiluci贸n del ETF.
Los bonos no estar谩n listados; Jefferies LLC puede hacer mercado pero no est谩 obligado.

Detalles de cr茅dito y distribuci贸n

Obligaciones senior no garantizadas con rango pari-passu con otras deudas senior.
Todos los pagos sujetos al riesgo crediticio de Jefferies Financial Group Inc.; sin colateral.
Jefferies LLC (miembro de FINRA y afiliado) act煤a como agente; concesiones para dealers hasta 1,10% (11 $ por bono). Oferta realizada bajo la regla FINRA 5121 (conflicto de inter茅s).
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Desarrollos recientes de la compa帽铆a (segundo trimestre fiscal 2025, tres meses terminados el 31 de mayo de 2025)

Ingresos netos de Banca de Inversi贸n: 766 millones de $.
Ingresos netos de Mercados de Capital: 704 millones de $.
Ingresos netos de Gesti贸n de Activos: 155 millones de $.
Ingreso antes de impuestos: 135 millones de $.
Ingreso neto: 88 millones de $ (tasa efectiva de impuestos 32,3%).

Principales riesgos destacados

Riesgo de mercado: exposici贸n a la volatilidad del precio de bitcoin a trav茅s de IBIT; apreciaci贸n limitada al 90% (debido al tope de 1.900 $).
Riesgo a la baja: p茅rdida de hasta el 80% del principal si IBIT cae m谩s del 20%.
Riesgo crediticio: los pagos dependen de la capacidad de Jefferies para cumplir.
Riesgo de liquidez: sin cotizaci贸n en bolsa; el mercado secundario, si existe, puede ser limitado y a precios inferiores al valor estimado.
Riesgo de valoraci贸n: el valor estimado es menor que el precio de emisi贸n; incluye tarifas y costos de cobertura incorporados.
Riesgos espec铆ficos de activos digitales: seguridad, fraude/manipulaci贸n, incertidumbre regulatoria, custodia y riesgos de concentraci贸n inherentes a bitcoin.
Incertidumbre fiscal: posible aplicaci贸n de reglas de propiedad constructiva; el IRS est谩 considerando directrices que podr铆an cambiar la tributaci贸n.

欤检殧瓴届牅臁瓣贝

彀胳棳鞙�: ETF鞚� 旮嶌爼鞝� 靹标臣鞐� 雽€頃� 200% 彀胳棳.
毵岅赴鞁� 斓滊寑歆€旮夓暋: 1,900雼煬 (鞗愱笀鞚� 190%).
氩勴嵓: 斓滌磮 20% 頃橂澖(旮办磮靾橃澋毳� 鈥�20%旯岇)鞚€ 頋§垬頃橂┌, 攴� 鞚挫儊頃橂澖鞁� 鞗愱笀鞚� 1%鞌� 靻愳嫟, 斓滊寑靻愳嫟鞚€ 80% (斓滌唽歆€旮夓暋 200雼煬).
欷戧皠鞚挫瀽炜犿彴鞐嗢潓.
臧€瓴� 瓴办爼鞚�: 2025雲� 7鞗� 15鞚�; 氚滍枆鞚�: 2025雲� 7鞗� 18鞚�; 韽夑皜鞚�: 2028雲� 7鞗� 13鞚�; 毵岅赴: 2028雲� 7鞗� 18鞚�.
臧€瓴� 瓴办爼鞚� 鞓堨儊臧€旃�: 鞎� 945雼煬 (卤30雼煬), 靹犿枆韺愲Г 氚� 項れ 牍勳毄氚橃榿.
齑堦赴臁办爼瓿勳垬 1.0; 響滌 ETF 頋劃氚╈ 臁绊暛鞝侅毄.
雲疙姼電� 靸侅灔霅橃 鞎婌溂氅�, Jefferies LLC臧€ 鞁滌灔臁办劚頃� 靾� 鞛堨溂雮� 鞚橂電� 鞎勲嫎.

鞁犾毄氚� 氚绊彫靹鸽秬靷暛

旮绊儉靹犾垳鞙� 攵€毂勳檧霃欕摫頃� 靾滌渼鞚� 氍措嫶氤� 靹犾垳鞙� 毂勲.
氇摖歆€旮夓潃 Jefferies Financial Group Inc.鞚� 鞁犾毄鞙勴棙鞐� 霐半; 雼措炒鞐嗢潓.
Jefferies LLC(FINRA 須岇洂氚� 瓿勳棿靷�)臧€ 雽€毽澑鞐暊; 霐滊煬靾橃垬耄� 斓滊寑 1.10%(毂勱秾雼� 11雼煬). FINRA 攴滌箼 5121(鞚错暣靸侅订) 頃橃棎鞝滉车.
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

斓滉芳須岇偓霃欗枼 (2025 須岅硠鞐半弰 2攵勱赴, 2025雲� 5鞗� 31鞚� 膦呺 3臧滌洈)

韴瀽鞚€頄� 靾滌垬鞚�: 7鞏� 6,600毵� 雼煬.
鞛愲掣鞁滌灔靾滌垬鞚�: 7鞏� 400毵� 雼煬.
鞛愳偘甏€毽� 靾滌垬鞚�: 1鞏� 5,500毵� 雼煬.
氩曥澑靹� 彀皭鞝� 靻岆摑: 1鞏� 3,500毵� 雼煬.
靾涤澊鞚�: 8,800毵� 雼煬 (鞙犿毃靹胳湪 32.3%).

欤检殧鞙勴棙鞖旍暯

鞁滌灔鞙勴棙: IBIT毳� 韱淀暅牍勴姼旖旍澑臧€瓴� 氤€霃欖劚雲胳稖; 靸侅姽鞚€ 90%(1,900雼煬靸來暅)搿� 鞝滍暅.
頃橂澖鞙勴棙: IBIT臧€ 20% 鞚挫儊頃橂澖鞁� 斓滊寑 80% 鞗愱笀靻愳嫟臧€電�.
鞁犾毄鞙勴棙: 歆€旮夓潃 Jefferies鞚� 歆€旮� 電ル牓鞐� 鞚橃〈.
鞙犽彊靹� 鞙勴棙: 靸侅灔鞐嗢潓; 2彀� 鞁滌灔鞚� 鞝滍暅鞝侅澊瓿� 於旍爼臧€旃橂炒雼� 雮潃臧€瓴╈澕靾� 鞛堨潓.
韽夑皜鞙勴棙: 鞓堨儊臧€旃橂姅氚滍枆臧€氤措嫟雮溂氅�, 靾橃垬耄� 氚� 項れ 牍勳毄韽暔.
霐旍韯� 鞛愳偘韸轨湢鞙勴棙: 氤挫晥, 靷赴/臁办瀾, 攴滌牅攵堩檿鞁れ劚, 氤搓磤氚� 歆戩 鞙勴棙韽暔.
靹戈笀攵堩檿鞁れ劚: 鞁れ 靻岇湢甓� 攴滌箼鞝侅毄臧€電レ劚; IRS臧€ 瓿检劯氤€瓴� 臧€電レ劚瓴€韱� 欷�.

Principaux termes 茅conomiques

Taux de participation : 200 % de toute performance positive de l鈥橢TF.
Paiement maximum 脿 l鈥櫭ヽh茅ance : 1 900 $ (190 % du principal).
Buffer : la premi猫re baisse de 20 % (rendement sous-jacent jusqu鈥櫭� 鈥�20 %) est absorb茅e ; au-del脿, les investisseurs perdent 1 % du principal pour chaque baisse suppl茅mentaire de 1 %, avec une perte maximale de 80 % (plancher de paiement de 200 $).
Pas de coupons d鈥檌nt茅r锚t interm茅diaires.
Date de tarification : 15 juillet 2025 ; Date d鈥櫭﹎ission : 18 juillet 2025 ; Date d鈥櫭﹙aluation : 13 juillet 2028 ; 脡ch茅ance : 18 juillet 2028.
Valeur estim茅e 脿 la date de tarification : environ 945 $ (卤 30 $), refl茅tant les co没ts initiaux de vente/couverture.
Facteur d鈥檃justement initial 1,0 ; soumis aux dispositions standard antidilution de l鈥橢TF.
Les notes ne seront pas cot茅es ; Jefferies LLC peut assurer un march茅, mais n鈥檡 est pas oblig茅.

D茅tails sur le cr茅dit et la distribution

Obligations senior non garanties, au m锚me rang que les autres dettes senior.
Tous les paiements sont soumis au risque de cr茅dit de Jefferies Financial Group Inc. ; pas de garantie.
Jefferies LLC (membre FINRA et affili茅) agit en tant qu鈥檃gent ; concessions pour les courtiers jusqu鈥櫭� 1,10 % (11 $ par note). Offre r茅alis茅e selon la r猫gle FINRA 5121 (conflit d鈥檌nt茅r锚ts).
CUSIP/ISIN : 47233YKJ3 / US47233YKJ37.

Derniers d茅veloppements de la soci茅t茅 (2e trimestre fiscal 2025, trois mois clos le 31 mai 2025)

Revenus nets de banque d鈥檌nvestissement : 766 millions de $.
Revenus nets des march茅s de capitaux : 704 millions de $.
Revenus nets de gestion d鈥檃ctifs : 155 millions de $.
R茅sultat avant imp么ts : 135 millions de $.
R茅sultat net : 88 millions de $ (taux d鈥檌mposition effectif 32,3 %).

Principaux risques soulign茅s

Risque de march茅 : exposition 脿 la volatilit茅 du prix du bitcoin via IBIT ; appr茅ciation plafonn茅e 脿 90 % (en raison du plafond de 1 900 $).
Risque de baisse : perte pouvant atteindre 80 % du principal si IBIT chute de plus de 20 %.
Risque de cr茅dit : les paiements d茅pendent de la capacit茅 de Jefferies 脿 payer.
Risque de liquidit茅 : pas de cotation en bourse ; le march茅 secondaire, s鈥檌l existe, peut 锚tre limit茅 et 脿 des prix inf茅rieurs 脿 la valeur estim茅e.
Risque d鈥櫭﹙aluation : la valeur estim茅e est inf茅rieure au prix d鈥櫭﹎ission ; inclut les frais et co没ts de couverture int茅gr茅s.
Risques sp茅cifiques aux actifs num茅riques : s茅curit茅, fraude/manipulation, incertitude r茅glementaire, garde et risques de concentration li茅s au bitcoin.
Incertitude fiscale : possible application des r猫gles de propri茅t茅 constructive ; l鈥橧RS envisage des directives pouvant modifier la fiscalit茅.

Wesentliche wirtschaftliche Bedingungen

Partizipationsrate: 200% der positiven ETF-Performance.
Maximale Auszahlung bei F盲lligkeit: 1.900 $ (190% des Kapitals).
Puffer: Die ersten 20% R眉ckgang (Basisrendite bis 鈥�20%) werden absorbiert; dar眉ber hinaus verlieren Anleger 1% des Kapitals f眉r jeden weiteren 1% R眉ckgang, mit einem maximalen Verlust von 80% (Mindestzahlung 200 $).
Keine Zwischenzinskupons.
Preisfeststellungstag: 15. Juli 2025; Emissionstag: 18. Juli 2025; Bewertungsstichtag: 13. Juli 2028; F盲lligkeit: 18. Juli 2028.
Gesch盲tzter Wert am Preisfeststellungstag: ca. 945 $ (卤 30 $), inklusive anf盲nglicher Verkaufs- und Absicherungskosten.
Anpassungsfaktor initial 1,0; unterliegt den 眉blichen Anti-Dilution-Bestimmungen des ETFs.
Die Notes werden nicht notiert; Jefferies LLC kann einen Markt stellen, ist dazu aber nicht verpflichtet.

Kredit- und Vertriebsdetails

Unbesicherte Seniorverbindlichkeiten mit Rang gleichrangig zu anderen Seniorverbindlichkeiten.
Alle Zahlungen unterliegen dem Kreditrisiko von Jefferies Financial Group Inc.; keine Sicherheiten.
Jefferies LLC (FINRA-Mitglied und Tochtergesellschaft) fungiert als Agent; H盲ndlerprovisionen bis zu 1,10 % (11 $ pro Note). Angebot gem盲脽 FINRA-Regel 5121 (Interessenkonflikt) durchgef眉hrt.
CUSIP/ISIN: 47233YKJ3 / US47233YKJ37.

Aktuelle Unternehmensentwicklungen (Gesch盲ftsjahr Q2 2025, drei Monate bis 31. Mai 2025)

Nettoerl枚se Investment Banking: 766 Mio. $.
Nettoerl枚se Kapitalm盲rkte: 704 Mio. $.
Nettoerl枚se Asset Management: 155 Mio. $.
Ergebnis vor Steuern: 135 Mio. $.
Nettoergebnis: 88 Mio. $ (effektiver Steuersatz 32,3 %).

Hervorgehobene Hauptrisiken

Marktrisiko: Exponierung gegen眉ber Bitcoin-Preisvolatilit盲t 眉ber IBIT; Aufw盲rtsbegrenzung bei 90 % (aufgrund der 1.900 $-Obergrenze).
础产飞盲谤迟蝉谤颈蝉颈办辞: Bis zu 80 % Kapitalverlust, falls IBIT um mehr als 20 % f盲llt.
Kreditrisiko: Zahlungen abh盲ngig von der Zahlungsf盲higkeit von Jefferies.
尝颈辩耻颈诲颈迟盲迟蝉谤颈蝉颈办辞: Keine B枚rsennotierung; Sekund盲rmarkt, falls vorhanden, kann begrenzt sein und unter dem gesch盲tzten Wert handeln.
Bewertungsrisiko: Gesch盲tzter Wert liegt unter dem Ausgabepreis; beinhaltet eingebettete Geb眉hren und Absicherungskosten.
Spezifische Risiken digitaler Verm枚genswerte: Sicherheit, Betrug/Manipulation, regulatorische Unsicherheit, Verwahrung und Konzentrationsrisiken im Zusammenhang mit Bitcoin.
Steuerliche Unsicherheit: M枚gliche Anwendung von konstruktiven Eigentumsregeln; IRS pr眉ft Leitlinien, die die Besteuerung ver盲ndern k枚nnten.

07/08/2025 - 02:10 PM

Filed pursuant to Rule 424(b)(2)
Registration No. 333-271881

The information in this preliminary pricing supplement is not complete and may be changed without notice. This preliminary pricing supplement is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offering is not permitted.

PRELIMINARY PRICING SUPPLEMENT

(to Product Supplement no. 1, dated May 18, 2023,

Prospectus Supplement dated May 12,

2023 and Prospectus dated May 12, 2023)

SUBJECT TO COMPLETION, DATED July 8, 2025

Jefferies

Jefferies Financial Group Inc.

Senior Capped Buffered Leveraged Notes due July 18, 2028

Linked to the iShares^® Bitcoin Trust ETF

The Senior Capped Buffered Leveraged Notes due July 18, 2028 Linked to the iShares^® Bitcoin Trust ETF (the “Notes”) are senior unsecured obligations of Jefferies Financial Group Inc. The Notes will pay no interest and have the terms described in the accompanying product supplement, prospectus supplement and prospectus, as supplemented or modified by this pricing supplement. At maturity, if the Underlying has appreciated in value, investors will receive the Stated Principal Amount of their investment plus 200.00% of the upside performance of the Underlying, subject to the Maximum Payment at Maturity. If the Underlying has depreciated in value, but the Underlying has not declined below the Buffer Value, investors will receive the Stated Principal Amount. However, if the Underlying has declined below the Buffer Value, investors will lose 1% of the Stated Principal Amount for every 1% decline (as compared to the Initial Value) in the Final Value below the Buffer Value. Investors may lose up to 80% of the Stated Principal Amount of the Notes. The Notes are issued as part of our Series A Global Medium-Term Notes program.

All payments are subject to our credit risk. If we default on our obligations, you could lose some or a significant portion of your investment. These Notes are not secured obligations and you will not have any security interest in, or otherwise have any access to, any Underlying or the assets represented by any Underlying.

SUMMARY OF TERMS

Issuer:	Jefferies Financial Group Inc.
Title of the Notes:	Senior Capped Buffered Leveraged Notes due July 18, 2028 Linked to the iShares^® Bitcoin Trust ETF
Aggregate Principal Amount:	$ . We may increase the Aggregate Principal Amount prior to the Original Issue Date but are not required to do so.
Issue Price:	$1,000 per Note
Stated Principal Amount	$1,000 per Note
Pricing Date:	July 15, 2025
Original Issue Date:	July 18, 2025 (3 Business Days after the Pricing Date)
Valuation Date:	July 13, 2028, subject to postponement as described in the accompanying product supplement.
Maturity Date:	July 18, 2028, which may be postponed if the Valuation Date is postponed as described in the accompanying product supplement.
Underlying:	The iShares^® Bitcoin Trust ETF. Please see “The Underlying” below.
Payment at Maturity:	If the Final Value is greater than the Initial Value, you will receive for each Note that you hold a Payment at Maturity equal to: Stated Principal Amount × (1+ Participation Rate × Underlying Return), subject to the Maximum Payment at Maturity.
	If the Final Value is less than or equal to the Initial Value but greater than or equal to the Buffer Value, you will receive for each Note that you hold a Payment at Maturity that is equal to the Stated Principal Amount
	If the Final Value is less than the Buffer Value, you will receive for each Note that you hold a Payment at Maturity that is less than the Stated Principal Amount of each Note that will equal:
	Stated Principal Amount × (1+ (Underlying Return + Buffer Amount)).
	In this scenario the Payment at Maturity will be less than the Stated Principal Amount you could lose some or all of your investment.
Participation Rate:	200.00%
Underlying Return:
Initial Value:	The ETF Closing Price of the Underlying on the Pricing Date.
Final Value:	The ETF Closing Price of the Underlying times the Adjustment Factor on the Valuation Date.
Buffer Value:	80% of the Initial Value
Buffer Amount:	20%
Maximum Payment at Maturity:	$1,900.00 per Note (190.00% of the Stated Principal Amount)
Redemption:	Not applicable
Adjustment Factor:	Initially 1.0, subject to adjustment for certain events affecting the Underlying. See “—Antidilution Adjustments for Notes with an Underlying or Basket Component that is an ETF” in the accompanying product supplement.
Specified Currency:	U.S. dollars
CUSIP/ISIN:	47233YKJ3 / US47233YKJ37
Book-entry or Certificated Note:	Book-entry
Business Day	New York
Agent:	Jefferies LLC, a wholly-owned subsidiary of Jefferies Financial Group Inc. See “Supplemental Plan of Distribution.”
Calculation Agent:	Jefferies Financial Services, Inc., a wholly owned subsidiary of Jefferies Financial Group Inc.
Trustee:	The Bank of New York Mellon
Estimated value on the Pricing Date:	Approximately $945.00 per Note, or within $30.00 of that estimate. Please see “The Notes” below.
Use of Proceeds:	General corporate purposes
Listing:	None
Conflict of Interest:	Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., is a member of FINRA and will participate in the distribution of the notes being offered hereby. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interest and will be conducted in accordance with the requirements of Rule 5121. See “Conflict of Interest.”

The Notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness.

Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page PS-5 of this pricing supplement.

	PER NOTE		TOTAL
Public Offering Price		100.00%	$
Underwriting Discounts and Commissions		%¹	$
Proceeds to Jefferies Financial Group Inc. (Before Expenses)		%	$

1 We or Jefferies LLC will pay various discounts and commissions to dealers of up to 1.10% per Note depending on market conditions. See “Supplemental Plan of Distribution” on page PS-26 of this document.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this pricing supplement or the accompanying product supplement, prospectus or prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

As used in this pricing supplement, “we,” “us” and “our” refer to Jefferies Financial Group Inc., unless the context requires otherwise.

We will deliver the Notes in book-entry form only through The Depository Trust Company on or about July 18, 2025 against payment in immediately available funds.

Jefferies

Pricing supplement dated , 2025.

You should read this pricing supplement together with the related product supplement, prospectus and prospectus supplement, each of which can be accessed via the hyperlinks below, before you decide to invest.

Product Supplement no. 1 dated May 18, 2023 Prospectus supplement dated May 12, 2023 and Prospectus dated May 12, 2023

TABLE OF CONTENTS

	PAGE
PRICING SUPPLEMENT
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS	PS-ii
RECENT DEVELOPMENTS	PS-1
THE NOTES	PS-2
HOW THE NOTES WORK	PS-4
RISK FACTORS	PS-5
THE UNDERLYING	PS-12
HEDGING	PS-15
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES	PS-16
SUPPLEMENTAL PLAN OF DISTRIBUTION	PS-20
CONFLICT OF INTEREST	PS-26
LEGAL MATTERS	PS-27
EXPERTS	PS-28

You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this pricing supplement or the accompanying product supplement, prospectus or prospectus supplement is accurate as of any date later than the date on the front of this pricing supplement.

PS-i

Table of Contents

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This pricing supplement and the accompanying product supplement, prospectus and prospectus supplement contain or incorporate by reference “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not statements of historical fact and represent only our belief as of the date such statements are made. There are a variety of factors, many of which are beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are not limited to, financial market volatility, actions and initiatives by current and future competitors, general economic conditions, controls and procedures relating to the close of the quarter, the effects of current, pending and future legislation or rulemaking by regulatory or self-regulatory bodies, regulatory actions, and the other risks and uncertainties that are outlined in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024 filed with the U.S. Securities and Exchange Commission, or the SEC, on January 28, 2025 (the “Annual Report on Form 10-K”) and in our Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2025 filed with the SEC on April 9, 2025. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date of the forward-looking statements.

PS-ii

Table of Contents

RECENT DEVELOPMENTS

On June 25, 2025, Jefferies Financial Group Inc. announced its financial results for its fiscal second quarter of 2025:

Highlights for the three months ended May 31, 2025:

•

Investment Banking Net Revenues of $766 million

•

Capital Markets Net Revenues of $704 million

•

Asset Management Net Revenues of $155 million

•

Income Before Income Taxes of $135 million

•

Net Income of $88 million (reflects a 32.3% effective tax rate)

Highlights for the six months ended May 31, 2025:

•

Investment Banking Net Revenues of $1.47 billion

•

Capital Markets Net Revenues of $1.40 billion

•

Asset Management Net Revenues of $346 million

•

Income Before Income Taxes of $286 million

•

Net Income of $216 million (reflects a 20.2% effective tax rate)

Amounts herein pertaining to May 31, 2025 represent a preliminary estimate as of the date of the earnings release and may be revised in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2025.

The above preliminary financial data included in this pricing supplement has been prepared by and is the responsibility of Jefferies’ management. Deloitte & Touche LLP, Jefferies’ independent public accountant, has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

PS-1

Table of Contents

THE NOTES

The Notes are senior unsecured obligations of Jefferies Financial Group Inc. The Aggregate Principal Amount of the Notes is $ . The Notes will mature on July 18, 2028. The Notes will pay no interest and have the terms described in the accompanying product supplement, prospectus supplement and prospectus, as supplemented or modified by this pricing supplement. At maturity, if the Underlying has appreciated in value, investors will receive the Stated Principal Amount of their investment plus 200.00% of the upside performance of the Underlying, subject to the Maximum Payment at Maturity. If the Underlying has depreciated in value, but the Underlying has not declined below the Buffer Value, investors will receive the Stated Principal Amount. However, if the Underlying has declined below the Buffer Value, investors will lose 1% of the Stated Principal Amount for every 1% decline (as compared to the Initial Value) in the Final Value below the Buffer Value. For more information on the Payment at Maturity please see “Summary of Terms” on the cover page of this pricing supplement. Investors may lose up to 80% of the Stated Principal Amount of the Notes. All payments on the Notes are subject to our credit risk. The Notes are issued as part of our Series A Global Medium-Term Notes program.

The Stated Principal Amount of each Note is $1,000. The Issue Price will equal 100% of the Stated Principal Amount per Note. This price includes costs associated with issuing, selling, structuring and hedging the Notes, which are borne by you, and, consequently, the estimated value of the Notes on the Pricing Date will be less than the Issue Price. We estimate that the value of each Note on the Pricing Date will be approximately $945.00, or within $30.00 of that estimate. Our estimate of the value of the Notes as determined on the Pricing Date will be set forth in the final pricing supplement.

If the Maturity Date occurs on a day that is not a Business Day, then the payment owed on such date will be postponed until the next succeeding Business Day, and no interest will accrue as a result of such delay.

Capitalized terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement, prospectus supplement or prospectus, as applicable. If the terms described herein are inconsistent with those described in the accompanying product supplement, prospectus supplement or prospectus, the terms described herein shall control.

Valuation of the Notes

Jefferies LLC calculated the estimated value of the Notes set forth on the cover page of this pricing supplement based on its proprietary pricing models at that time. Jefferies LLC’s proprietary pricing models generated an estimated value for the Notes by estimating the value of a hypothetical package of financial instruments that would replicate the payout on the Notes, which consists of a fixed-income bond (the “bond component”) and one or more derivative instruments underlying the economic terms of the Notes (the “derivative component”). In calculating the estimated value of the derivative component, Jefferies LLC estimated future cash flows based on a proprietary derivative-pricing model that is in turn based on various inputs, including the factors described under “Risk Factors—The estimated value of the Notes was determined for us by our subsidiary using proprietary pricing models” below. These inputs may be market-observable or may be based on assumptions made by Jefferies LLC in its discretionary judgment. Estimated cash flows on the bond and derivative components were discounted using a discount rate based on our internal funding rate.

The estimated value of the Notes is a function of the terms of the Notes and the inputs to Jefferies LLC’s proprietary pricing models. The range for the estimated value of the Notes set forth on the cover page of this preliminary pricing supplement reflects uncertainty on the date of this preliminary pricing supplement about the inputs to Jefferies LLC’s proprietary pricing models on the Pricing Date.

Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modification to this model will impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change, prior descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a larger impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains leverage, model changes may cause a larger impact on the estimated value of that note than on a similar note without such leverage.

For an initial period following the issuance of the Notes (the “Temporary Adjustment Period”), the value that will be indicated for the Notes on any brokerage account statements prepared by Jefferies LLC or its affiliates (which value Jefferies LLC may also publish through one or more financial information vendors) will reflect a temporary upward adjustment from the price or value that would otherwise be determined. This temporary upward adjustment represents amounts which may include, but are not limited to, profits, fees, underwriting discounts and commissions

PS-2

Table of Contents

and hedging and other costs expected to be paid or realized by Jefferies LLC or its affiliates, or other unaffiliated brokers or dealers, over the term of the Notes. The amount of this temporary upward adjustment will decline to zero on a straight-line basis over the Temporary Adjustment Period.

The relationship between the estimated value on the Pricing Date and the secondary market price of the Notes

The price at which Jefferies LLC purchases the Notes in the secondary market, absent changes in market conditions, including those related to interest rates and the Underlying, may vary from, and be lower than, the estimated value on the Pricing Date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that Jefferies LLC would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.

Jefferies LLC may, but is not obligated to, make a market in the Notes and, if it once chooses to make a market, may cease doing so at any time.

PS-3

Table of Contents

HOW THE NOTES WORK

The table below presents examples of hypothetical Payments at Maturity on the Notes over a range of hypothetical Underlying Returns of the Underlying. The examples below are for purposes of illustration only and do not take into account any tax consequences from investing in the Notes. The actual Payment at Maturity will depend on the actual Underlying Return determined on the Valuation Date. For recent historical performance of the Underlying, please see “The Underlying” section below. The Final Value will not include any income generated by dividends paid on the Underlying or the assets included in the Underlying, which you would otherwise be entitled to receive if you invested in those assets directly. In addition, the Payment at Maturity is subject to our credit risk.

The table below is based on the following terms:

	Stated Principal Amount:		$1,000 per Note.
	Upside Participation Rate:		200.00%
	Buffer Value:		80% of the Initial Value
	Buffer Amount:		20%
	Maximum Payment at Maturity:		$1,900.00 per Note

Underlying Return	Payment at Maturity per Note⁽¹⁾	Return on the Notes⁽²⁾
-100.000%	$200.00	-80.000%
-50.000%	$700.00	-30.000%
-25.000%	$950.00	-5.000%
-20.000%⁽³⁾	$1,000.00	0.000%
-10.000%	$1,000.00	0.000%
0.000%	$1,000.00	0.000%
2.000%	$1,040.00	4.000%
5.000%	$1,100.00	10.000%
10.000%	$1,200.00	20.000%
25.000%	$1,500.00	50.000%
45.000%	$1,900.00⁽⁴⁾	90.000%
50.000%	$1,900.00	90.000%
100.000%	$1,900.00	90.000%

(1)

The Payment at Maturity per Note shown in the table above is rounded to two decimal places for ease of display.

(2)

The “Return on the Notes” shown in the table above is rounded to three decimal places for ease of display.

(3)

This hypothetical Underlying Return corresponds to the Buffer Value.

(4)

The Payment at Maturity will not be greater than the Maximum Payment at Maturity.

PS-4

Table of Contents

RISK FACTORS

In addition to the other information contained and incorporated by reference in this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement, including the section entitled “Risk Factors” in our Annual Report on Form 10‑K, you should consider carefully the following factors before deciding to purchase the Notes.

Structure-related Risks

The Notes do not pay interest or guarantee the return of principal.

The terms of the Notes differ from those of ordinary debt securities in that the Notes do not pay interest or guarantee the return of principal.. If the Final Value of the Underlying is less than the Buffer Value, you will receive for each Note that you hold a Payment at Maturity that is less than the Stated Principal Amount of each Note. In this case investors will lose 1% of the Stated Principal Amount for every 1% decline (as compared to the Initial Value) in the Final Value below the Buffer Value. Investors may lose up to 80% of the Stated Principal Amount of the Notes.

The appreciation potential of the Notes is limited by the Maximum Payment at Maturity.

The appreciation potential of the Notes is limited by the Maximum Payment at Maturity of $1,900.00 per Note, or 190.00% of the Stated Principal Amount. Since the Payment at Maturity will be limited to 190.00% of the Stated Principal Amount for the Notes, any increase in the Final Value over the Initial Value by more than 45.00% of the Initial Value will not further increase the return on the Notes.

The amount payable on the Notes is not linked to the value of the Underlying at any time other than the Valuation Date.

The Final Value will be based on the ETF Closing Price of the Underlying on the Valuation Date, subject to postponement for non-Trading Days and Certain Market Disruption Events as described in the accompanying product supplement. Even if the value of the Underlying appreciates prior to the Valuation Date but then drops by the Valuation Date by more than 20% of the Initial Value, the Payment at Maturity will be less, and may be significantly less, than it would have been had the Payment at Maturity been linked to the value of the Underlying prior to such drop. Although the actual value of the Underlying on the Maturity Date or at other times during the term of the Notes may be higher than its ETF Closing Price on the Valuation Date, the Payment at Maturity will be based solely on the ETF Closing Price of the Underlying on the Valuation Date.

The Notes are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the Notes.

You are dependent on our ability to pay all amounts due on the Notes at maturity and therefore you are subject to our credit risk. If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the Notes prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the Notes.

Valuation- and Market-related Risks

The market price of the Notes will be influenced by many unpredictable factors.

Several factors, many of which are beyond our control, will influence the value of the Notes in the secondary market and the price at which Jefferies LLC may be willing to purchase or sell the Notes in the secondary market, including the value, volatility (frequency and magnitude of changes in value) and dividend yield of the Underlying, interest and yield rates in the market, time remaining until the Notes mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying or equities or commodities markets generally and which may affect the Final Value of the Underlying and any actual or anticipated changes in our credit ratings or credit spreads. The value of the Underlying may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See “The Underlying” below. You may receive less, and possibly significantly less, than the Stated Principal Amount per Note if you try to sell your Notes prior to maturity.

PS-5

Table of Contents

The estimated value of the Notes on the Pricing Date, based on Jefferies LLC proprietary pricing models at that time and our internal funding rate, will be less than the Issue Price.

The difference is attributable to certain costs associated with selling, structuring and hedging the Notes that are included in the Issue Price. These costs include (i) the selling concessions paid in connection with the offering of the Notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the Notes and (iii) the expected profit (which may be more or less than actual profit) to Jefferies LLC or other of our affiliates in connection with hedging our obligations under the Notes. These costs adversely affect the economic terms of the Notes because, if they were lower, the economic terms of the Notes would be more favorable to you. The economic terms of the Notes are also likely to be adversely affected by the use of our internal funding rate, rather than our secondary market rate, to price the Notes. See “The estimated value of the Notes would be lower if it were calculated based on our secondary market rate” below.

The estimated value of the Notes was determined for us by our subsidiary using proprietary pricing models.

Jefferies LLC derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models at that time. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the Underlying. Jefferies LLC’s views on these inputs and assumptions may differ from your or others’ views, and as an agent in this offering, Jefferies LLC’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the Notes. Moreover, the estimated value of the Notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the Notes for other purposes, including for accounting purposes. You should not invest in the Notes because of the estimated value of the Notes. Instead, you should be willing to hold the Notes to maturity irrespective of the initial estimated value.

Since the estimated value of the Notes is a function of the underlying assumptions and construction of Jefferies LLC’s proprietary derivative-pricing model, modifications to this model will impact the estimated value calculation. Jefferies LLC’s proprietary models are subject to ongoing review and modification, and Jefferies LLC may change them at any time and for a variety of reasons. In the event of a model change, prior descriptions of the model and computations based on the older model will be superseded, and calculations of estimated value under the new model may differ significantly from those under the older model. Further, model changes may cause a larger impact on the estimated value of a note with a particular return formula than on a similar note with a different return formula. For example, to the extent a return formula contains a Participation Rate of greater than 100%, model changes may cause a larger impact on the estimated value of that note than on a similar note without such Participation Rate.

The estimated value of the Notes would be lower if it were calculated based on our secondary market rate.

The estimated value of the Notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the Notes. Our internal funding rate is generally lower than our secondary market rate, which is the rate that Jefferies LLC will use in determining the value of the Notes for purposes of any purchases of the Notes from you in the secondary market. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the Notes, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not the same as the interest that is payable on the Notes.

Because there is not an active market for traded instruments referencing our outstanding debt obligations, Jefferies LLC determines our secondary market rate based on the market price of traded instruments referencing our debt obligations, but subject to adjustments that Jefferies LLC makes in its sole discretion. As a result, our secondary market rate is not a market-determined measure of our creditworthiness, but rather reflects the market’s perception of our creditworthiness as adjusted for discretionary factors such as Jefferies LLC’s preferences with respect to purchasing the Notes prior to maturity.

The estimated value of the Notes is not an indication of the price, if any, at which Jefferies LLC or any other person may be willing to buy the Notes from you in the secondary market.

Any such secondary market price will fluctuate over the term of the Notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the Notes determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the Notes than if our internal funding rate were used. In addition, any secondary market price for the Notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the Notes to be purchased in the secondary market transaction, and the

PS-6

Table of Contents

expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the Notes will be less than the Issue Price.

The Notes will not be listed on any securities exchange and secondary trading may be limited.

The Notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Notes. Jefferies LLC may, but is not obligated to, make a market in the Notes and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the Notes, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Since other broker-dealers may not participate significantly in the secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Jefferies LLC is willing to transact. If, at any time, Jefferies LLC were to cease making a market in the Notes, it is likely that there would be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.

Conflict-related Risks

The Calculation Agent, which is a subsidiary of ours, will make determinations with respect to the Notes.

As Calculation Agent, Jefferies Financial Services, Inc. will determine the Initial Value, will determine the Final Value and will calculate the amount of cash you receive at maturity. Moreover, certain determinations made by Jefferies Financial Services, Inc., in its capacity as Calculation Agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of Market Disruption Events, changes to the adjustment factor and the selection of a successor underlying or calculation of the Final Value in the event of a Market Disruption Event or discontinuance of the Underlying. These potentially subjective determinations may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see “Description of Notes—Postponement of a Valuation Date” and “—Calculation Agent” and related definitions in the accompanying product supplement.

Our trading and hedging activities may create conflicts of interest with you.

We or one or more of our subsidiaries, including Jefferies LLC, may engage in trading activities related to the Notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks associated with our obligation to pay the amounts due under the Notes. We may seek competitive terms in entering into the hedging arrangements for the Notes, but are not required to do so, and we may enter into such hedging arrangements with one of our subsidiaries or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more or less than initially expected, but which could also result in a loss for the hedging counterparty. These trading and hedging activities may present a conflict of interest between your interest as a holder of the Notes and the interests we and our subsidiaries may have in our proprietary accounts, in facilitating transactions for our customers, and in accounts under our management.

Underlying-related Risks

Investing in the Notes is not equivalent to investing in the Underlying.

Investing in the Notes is not equivalent to investing in the Underlying or the assets represented by or included in the Underlying. As an investor in the Notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the Underlying or the assets represented by or included in the Underlying.

Historical performance of the Underlying should not be taken as an indication of the future performance of the Underlying during the term of the Notes.

The actual performance over the term of the Notes of the Underlying as well as any payment on the Notes may bear little relation to the historical performance of the Underlying. The future performance of the Underlying may differ significantly from their historical performance, and no assurance can be given as to the value of the Underlying during the term of the Notes. It is impossible to predict whether the value of the Underlying will rise or fall. We cannot give you assurance that the performance of the Underlying will not adversely affect any payment on the Notes.

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You must rely on your own evaluation of the merits of an investment linked to the Underlying.

In the ordinary course of their businesses, we or our subsidiaries may have expressed views on expected movements in the Underlying or the assets represented by or included in the Underlying, and may do so in the future. These views or reports may be communicated to our clients and clients of our subsidiaries. However, these views are subject to change from time to time. Moreover, other professionals who deal in markets relating to the Underlying may at any time have views that are significantly different from ours or those of our subsidiaries. For these reasons, you should consult information about the Underlying or the assets represented by or included in the Underlying from multiple sources, and you should not rely on the views expressed by us or our subsidiaries.

Neither the offering of the Notes nor any views which we or our subsidiaries from time to time may express in the ordinary course of their businesses constitutes a recommendation as to the merits of an investment in the Notes.

Adjustments to the Underlying could adversely affect the value of the Notes.

The sponsor or trustee of the Underlying may add, delete or substitute the assets included in the Underlying or make other methodological changes that could change the value of the Underlying. An investment advisor may discontinue or suspend calculation or publication of the Underlying at any time.

The performance and market price of the Underlying, particularly during periods of market volatility, may not correlate with the performance of its underlying commodity or the net asset value (“NAV”) per share of the Underlying.

The Underlying does not fully replicate the performance of its underlying commodity, which is bitcoin, due to the fees and expenses charged by the Underlying or by restrictions on access to its underlying commodity due to other circumstances. The Underlying does not generate any income, and as the Underlying regularly sells its underlying commodity to pay for ongoing expenses, the amount of its underlying commodity represented by each share gradually declines over time. The Underlying sells its underlying commodity to pay expenses on an ongoing basis irrespective of whether the trading price of the shares rises or falls in response to changes in the price of its underlying commodity. The sale by the Underlying of its underlying commodity to pay expenses at a time of low prices for its underlying commodity could adversely affect the value of the Notes. Additionally, there is a risk that part or all of the Underlying’s holdings in its underlying commodity could be lost, damaged or stolen. Access to the Underlying’s underlying commodity could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). All of these factors may lead to a lack of correlation between the performance of the Underlying and its underlying commodity. In addition, because the shares of the Underlying are traded on a securities exchange and are subject to market supply and investor demand, the market value of one share of the Underlying may differ from the NAV per share of the Underlying. During periods of market volatility, the Underlying’s underlying commodity may be unavailable in the secondary market, market participants may be unable to calculate accurately the NAV per share of the Underlying and the liquidity of the Underlying may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Underlying. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Underlying. As a result, under these circumstances, the market value of shares of the Underlying may vary substantially from the NAV per share of the Underlying. For all of the foregoing reasons, the performance of the Underlying may not correlate with the performance of its underlying commodity as well as the NAV per share of the Underlying, which could materially and adversely affect the value of the Notes in the secondary market and/or reduce any payment on the Notes.

Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally.

The Underlying is linked to a single commodity and not to a diverse basket of commodities or a broad-based commodity index. The Underlying’s underlying commodity may not correlate to the price of commodities generally and may diverge significantly from the prices of commodities generally. As a result, the Notes carry greater risk and may be more volatile than securities linked to the prices of more commodities or a broad-based commodity index.

The Underlying has limited actual historical information.

The Underlying has commenced trading recently. Because the Underlying has limited actual historical performance data, your investment in the Notes may involve a greater risk than investing in Notes linked to an underlying with a more established record of performance.

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The Underlying is not an investment company or commodity pool and will not be subject to regulation under the Investment Company Act of 1940, as amended, or the Commodity Exchange Act of 1936, as amended.

Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies or commodity pools.

The Notes are subject to risks associated with digital assets.

The Underlying seeks to reflect generally the performance of the price of bitcoin, less the Underlying’s expenses and liabilities. Bitcoin is a digital asset. The Underlying is subject to a number of risks, including but not limited to:

•

Price Volatility. The trading prices of many digital assets, including bitcoin, have experienced extreme volatility in recent periods and may continue to do so. Historically, digital assets have experienced extreme price volatility as a result of loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. Extreme volatility in the future, including further declines in the trading prices of bitcoin, could have a material adverse effect on the value of the Underlying and, consequently, the Notes.

•

Digital Asset Risk. The value of the Underlying is subject to a number of factors relating to the fundamental investment characteristics of bitcoin as a digital asset, including the fact that digital assets are bearer instruments and loss, theft, destruction, or compromise of the associated private keys could result in permanent loss of the asset, and the capabilities and development of blockchain technologies such as the bitcoin blockchain. Digital assets represent a relatively new and rapidly evolving industry, and the value of the Underlying depends on the continued acceptance of bitcoin. Changes in the governance of a digital asset network may not receive sufficient support from users and miners, which may negatively affect that digital asset network’s ability to grow and respond to challenges.

•

Security Threats. Security breaches, computer malware and computer hacking attacks have been a prevalent concern in relation to digital assets, including bitcoin. The sponsor of the Underlying has stated that it believes that the bitcoins held in the Underlying's account at its bitcoin custodian or trading balance held with its prime execution agent will be an appealing target to hackers or malware distributors seeking to destroy, damage or steal the Underlying’s bitcoins and will only become more appealing as the Underlying’s assets grow. To the extent that the Underlying is unable to identify and mitigate or stop new security threats or otherwise adapt to technological changes in the digital asset industry, the Underlying’s bitcoins may be subject to theft, loss, destruction or other attack.

•

Fraud and Manipulation. Digital asset platforms are relatively new and, in some cases, unregulated. The bitcoin market globally and in the United States is not subject to comparable regulatory guardrails as exist in regulated securities markets. Furthermore, many bitcoin trading venues lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges, such as circuit breakers. Tools to detect and deter fraudulent or manipulative trading activities such as market manipulation, front-running of trades, and wash-trading may not be available to or employed by digital asset platforms, or may not exist at all. Sources of fraud and manipulation in the bitcoin market generally include, among others (1) wash trading; (2) persons with a dominant position in bitcoin manipulating bitcoin pricing; (3) hacking of the bitcoin network and trading platforms; (4) malicious control of the bitcoin network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in bitcoin, new sources of demand for bitcoin) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,” and (7) fraud and manipulation at bitcoin trading platforms. The effect of potential market manipulation, front-running, wash-trading, and other fraudulent or manipulative trading practices may inflate the volumes actually present in crypto market and/or cause distortions in price, which could adversely impact the Underlying's creation and redemption arbitrage mechanism and affect the value of the Underlying and, consequently, the Notes.

•

Flaws in the Source Code and Network Attacks. Flaws in the source code for digital assets have been exposed and exploited from time to time, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying bitcoin could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to compromise the security of the bitcoin network or take the Underlying’s bitcoin, which would adversely affect the value of the Underlying. A malicious actor may also obtain control over the bitcoin network by obtaining control of more than 50% of the processing power dedicated to mining on the bitcoin network or through its influence over core developers by gaining direct control over a core developer or an otherwise influential programmer. If a malicious actor obtains control of the bitcoin network, it may be able to alter the bitcoin blockchain on which transactions in bitcoin

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rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor could also control, exclude or modify the ordering of transactions or create a flood of transactions in order to slow down the bitcoin network. Any of these actions by a malicious actor could have an adverse impact on the value of the Underlying and, consequently, the Notes.

•

Concentration. Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital assets. The largest bitcoin wallets are believed to hold, in aggregate, a significant percentage of the bitcoins in circulation. Moreover, it is possible that other persons or entities control multiple wallets that collectively hold a significant number of bitcoins, and it is possible that some of these wallets are controlled by the same person or entity. As a result of this concentration of ownership, large sales or distributions by such holders could have an adverse effect on the market price of bitcoin and, consequently, the price of the Underlying.

•

Lack of Incentives. Participants in the bitcoin network need to be incentivized to participate in the bitcoin network. If the digital asset awards for mining blocks or the transaction fees for recording transactions on the bitcoin network are not sufficiently high to incentivize miners, or if certain jurisdictions continue to limit mining activities, miners may cease expending processing power to mine blocks and confirmations of transactions on the bitcoin blockchain could be slowed. A reduction in the processing power expended by miners on the bitcoin network could increase the likelihood of a malicious actor obtaining control. Lack of incentives to participate in the bitcoin network could result in disruptions in recording transactions on the bitcoin network. Any widespread delays or disruptions in the recording of transactions could result in a loss of confidence in the bitcoin network and could prevent the Underlying from completing transactions associated with its day-to-day operations, including creation and redemption of shares of the Underlying.

•

Competition. Competition from the emergence or growth of other digital assets or methods of investing in bitcoin could have a negative impact on the price of bitcoin and adversely affect the value of the Underlying. Although bitcoin was the first digital asset to gain global adoption and critical mass, today there are a multitude of alternative digital assets which, on the aggregate, have a higher market capitalization than bitcoin. In addition, Central banks in various countries have introduced digital forms of legal tender which could have an advantage in competing with, or replace, bitcoin and other cryptocurrencies as a medium of exchange or store of value. Lastly, the Underlying faces competition with respect to the creation of competing exchange-traded bitcoin products which may charge lower fees, which could have the effect of the Underlying failing to gain acceptance or being able to obtain adequate amounts of bitcoin. Any of the foregoing could have an adverse impact on the price and availability of bitcoin, the price of the Underlying and the value of the Notes.

The antidilution adjustments the Calculation Agent is required to make do not cover every event that could affect the Underlying.

The Calculation Agent will adjust the amount payable on the Notes for certain events affecting the Underlying. However, the Calculation Agent will not make an adjustment for every event that could affect the Underlying. If an event occurs that does not require the Calculation Agent to adjust the amount payable on the Notes, the market price of the Notes may be materially and adversely affected.

Tax-related Risks

The tax consequences of an investment in your Notes are uncertain

The tax consequences of an investment in your Notes are uncertain, both as to the timing and character of any inclusion in income in respect of your Notes.

The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the tax treatment of an instrument such as your Notes, and any such guidance could adversely affect the value and the tax treatment of your Notes. Among other things, the Internal Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your Notes after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your Notes. We describe these developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences – U.S. Holders – Possible Change in Law” below. You should consult your tax advisor about this matter. Except to the extent otherwise provided by law, we intend to continue treating the Notes for U.S. federal income tax purposes in accordance with the treatment described

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under “Supplemental Discussion of U.S. Federal Income Tax Consequences” below unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your Notes in your particular circumstances.

Your Notes may be subject to the constructive ownership rules

There exists a risk that the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Notes. If your Notes were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange, or maturity of your Notes would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Notes.

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THE UNDERLYING

All disclosures contained in this pricing supplement regarding the Underlying, including, without limitation, its make-up, method of calculation, and changes in its components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, iShares Delaware Trust Sponsor LLC, the sponsor of the iShares^® Bitcoin Trust ETF (the “Sponsor”) and BlackRock Fund Advisors, the trustee of the iShares^® Bitcoin Trust ETF (the “Trustee”). The Sponsor and Trustee, which license the copyright and all other rights to the Underlying, has no obligation to continue to publish, and may discontinue publication of, the Underlying. The consequences of the Sponsor or Trustee discontinuing publication of the Underlying are discussed in “Description of the Notes—Discontinuance of any Underlying or Basket Component; Alteration of Method of Calculation” in the accompanying product supplement. None of us, the Calculation Agent, or Jefferies LLC accepts any responsibility for the calculation, maintenance or publication of the Underlying or any successor underlying. None of us, the Calculation Agent, Jefferies LLC or any of our other affiliates makes any representation to you as to the future performance of the Underlying. You should make your own investigation into the Underlying.

The iShares^® Bitcoin Trust ETF

The Underlying trades under the ticker symbol “IBIT” on The Nasdaq Stock Market LLC (the “Nasdaq”). The Underlying seeks to reflect generally the price of bitcoin before the payment of its expenses and liabilities. The assets of the Underlying consist primarily of bitcoin held by Coinbase Custody Trust Company, LLC (the “Custodian”) on behalf of the Underlying. The Underlying issues shares (“Shares”) that represent fractional undivided beneficial interests in its net assets. The Shares of the Underlying are intended to constitute a simple means of making an investment similar to an investment in bitcoin rather than by acquiring, holding and trading bitcoin directly on a peer-to-peer or other basis or via a digital asset platform.

The Underlying issues and redeems Shares on a continuous basis in blocks of 40,000 Shares (a block of 40,000 Shares is called a “Basket”) or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid fees payable to the Sponsor and any accrued but unpaid expenses or liabilities). Baskets may be redeemed by the Underlying in exchange for the cash proceeds from selling the amount of bitcoin corresponding to their redemption value. These transactions take place in exchange for cash. Nasdaq is seeking regulatory approval to permit the Underlying to create and redeem Shares in-kind for bitcoin, which would allow issuance and redemption of Shares in exchange for bitcoin. However, the timing of such regulatory approval is unknown and there is no guarantee that regulatory approval will be granted at any time in the future.

The Underlying is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin. This means the Sponsor does not speculatively sell bitcoin at times when its price is high or speculatively acquire bitcoin at low prices in the expectation of future price increases. It also means the Underlying will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trustee sells bitcoin held by the Underlying to pay the fee owed to the Sponsor and other expenses on an as-needed basis irrespective of then-current bitcoin prices. Currently, the Underlying’s only ordinary recurring expense is expected to be the Sponsor’s fee, which is accrued daily at an annualized rate equal to 0.25% of the NAV of the Underlying and is payable at least quarterly in arrears. The Trustee will, when directed by the Sponsor, and, in the absence of such direction, may, in its discretion, sell bitcoin in such quantity and at such times as may be necessary to permit payment of the Sponsor’s fee and of Underlying expenses or liabilities not assumed by the Sponsor.

Information provided to or filed with the SEC by the Underlying pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, can be located by reference to SEC file numbers 333-272680 and 001-41914, respectively, through the SEC’s website at http://www.sec.gov. Information on that website is not included or incorporated by reference in this document. According to the Underlying’s prospectus, the Underlying is not an investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. The Underlying is not a commodity pool within the meaning of the Commodity Exchange Act of 1936, as amended, and is not subject to regulation thereunder and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor.

Creation and Redemption

The Underlying expects to create and redeem Shares on a continuous basis but only in Baskets of 40,000 Shares. Only authorized participants, which are registered broker-dealers who have entered into written agreements with the Sponsor and the Trustee (“Authorized Participants”), can place orders to create or redeem Baskets in exchange for cash.

The Underlying will engage in bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association with redemption orders). The Underlying will conduct its bitcoin purchase

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and sale transactions by, in its sole discretion, choosing to trade directly with third parties (each, a “Bitcoin Trading Counterparty”) who are not registered broker-dealers pursuant to written agreements between such Bitcoin Trading Counterparties and the Underlying or choosing to trade through Coinbase, Inc, an affiliate of the Custodian (the “Prime Execution Agent”) through its Coinbase Prime service. Upon receipt of an order from an Authorized Participant to create or redeem Baskets, the Underlying may obtain quotes for a price to purchase or sell bitcoin from one or more a Bitcoin Trading Counterparties. A Bitcoin Trading Counterparty may respond to the Underlying’s request with an offer of a quote at which it is willing to sell the specified quantity of bitcoin, or a portion thereof, in the case of a creation, or a quote at which it is willing to buy the specified quantity of bitcoin, or a portion thereof, in the case of a redemption, as indicated in such offer. The Bitcoin Trading Counterparties are not contractually obligated to participate in cash orders for creations or redemptions by placing any offers to buy or sell bitcoin with the Underlying. The Underlying then determines, in its sole discretion, whether to utilize one of the Bitcoin Trading Counterparties that provided a quote or to trade through the Prime Execution Agent to execute a bitcoin trade. Once an offer is accepted it becomes a trade that is binding on both the Underlying and the Bitcoin Trading Counterparty.

The Authorized Participants will deliver only cash to create Shares and will receive only cash when redeeming Shares. Further, Authorized Participants will not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the Underlying or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption process.

Valuation of Bitcoin; NAV

On each business day, as soon as practicable after 4:00 p.m. (New York Time), the Underlying evaluates the bitcoin held by the Underlying and determines the NAV of the Underlying and the NAV per Share. For purposes of making these calculations, a business day means any day other than a day when Nasdaq is closed for regular trading. The Underlying values the bitcoin held by the Underlying by reference to the CME CF Bitcoin Reference Rate. The CME CF Bitcoin Reference Rate serves as a once-a-day benchmark rate of the U.S. dollar price of bitcoin (USD/BTC), calculated as of 4:00 p.m. (New York Time). The NAV of the Underlying equals the total assets of the Underlying, which consists solely of bitcoin and cash, less total liabilities of the Underlying. The NAV per Share of the Underlying equals the NAV of the Underlying divided by the number of Shares outstanding on the day the computation is made.

Historical Performance of the iShares^® Bitcoin Trust ETF

The following graph sets forth the daily historical performance of the iShares^® Bitcoin Trust ETF in the period from January 11, 2024 (the date IBIT first began trading) through July 2, 2025. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.

This historical data on the Underlying is not necessarily indicative of the future performance of the Underlying or what the value of the Notes may be. Any historical upward or downward trend in the price of the Underlying during any period set forth above is not an indication that the price of the Underlying is more or less likely to increase or decrease at any time over the term of the Notes.

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Before investing in the Notes, you should consult publicly available sources for the prices and trading pattern of the iShares^® Bitcoin Trust ETF.

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HEDGING

In order to meet our payment obligations on the Notes, at the time we issue the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with one or more of our subsidiaries. The terms of these hedging arrangements are determined based upon terms provided by our subsidiaries, and take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the Underlying, the tenor of the Notes and the hedging arrangements. The economic terms of the Notes depend in part on the terms of these hedging arrangements.

The hedging arrangements may include hedging related charges, reflecting the costs associated with, and our subsidiaries’ profit earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable market forces, actual profits or losses from these hedging transactions may be more or less than this amount.

For further information, see “Risk Factors” beginning on page PS-5 of this pricing supplement.

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SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES

The following section supplements the discussion of U.S. federal income taxation in the accompanying product supplement.

The following section is the opinion of Sidley Austin LLP, our counsel. In addition, it is the opinion of Sidley Austin LLP that the characterization of the Notes for U.S. federal income tax purposes that will be required under the terms of the Notes, as discussed below, is a reasonable interpretation of current law.

This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

■

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;

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a bank;

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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 Note as a hedge or that is hedged against interest rate risks;

■

a person that owns a Note 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.

Although this section is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly addresses how your Notes should be treated for U.S. federal income tax purposes, and as a result, the U.S. federal income tax consequences of your investment in your Notes are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.

You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the Notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

U.S. Holders

This section applies to you only if you are a U.S. Holder that holds your Notes as a capital asset for tax purposes. You are a “U.S. Holder” if you are a beneficial owner of each of your Notes and you are:

■

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.

Tax Treatment

You will be obligated pursuant to the terms of the Notes — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize your Notes for all tax purposes as pre-paid derivative contracts in respect of the Underlying. Except as otherwise stated below, the discussion herein assumes that the Notes will be so treated.

Upon the sale, exchange or maturity of your Notes, you should recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time and your tax basis in your Notes. Your tax basis in the Notes will generally be equal to the amount that you paid for the Notes. If you hold your Notes for more than one year, the gain or loss generally will be long-term capital gain or loss. If you hold your Notes for one year or less, the gain or loss generally will be short-term capital gain or loss. Short-term capital gains are generally subject to tax at the marginal tax rates applicable to ordinary income.

In addition, the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Notes. If your Notes were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange, or maturity of your Notes would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are strongly

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urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Notes.

We will not attempt to ascertain whether the Underlying would be treated as a “passive foreign investment company” (“PFIC”), within the meaning of Section 1297 of the Code. If the Underlying were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a U.S. Holder of the Notes. You should refer to information filed with the SEC by an Underlying and consult your tax advisor regarding the possible consequences to you, if any, if the Underlying is or becomes a PFIC.

No statutory, judicial or administrative authority directly discusses how your Notes should be treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of your investment in the Notes are uncertain and alternative characterizations are possible. Accordingly, we urge you to consult your tax advisor in determining the tax consequences of an investment in your Notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

Alternative Treatments

There is no judicial or administrative authority discussing how your Notes should be treated for U.S. federal income tax purposes. Therefore, the Internal Revenue Service (“IRS”) might assert that a treatment other than that described above is more appropriate. For example, the IRS could treat your Notes as a single debt instrument subject to special rules governing contingent payment debt instruments. Under those rules, the amount of interest you are required to take into account for each accrual period would be determined by constructing a projected payment schedule for the Notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the comparable yield – i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your Notes – and then determining a payment schedule as of the issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your Notes prior to your receipt of cash attributable to that income.

If the rules governing contingent payment debt instruments apply, any gain you recognize upon the sale, exchange or maturity of your Notes would be treated as ordinary interest income. Any loss you recognize at that time would be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your Notes, and, thereafter, capital loss.

If the rules governing contingent payment debt instruments apply, special rules would apply to a person who purchases Notes at a price other than the adjusted issue price as determined for tax purposes.

It is also possible that your Notes could be treated in the manner described above, except that any gain or loss that you recognize at maturity would be treated as ordinary income or loss. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your Notes for U.S. federal income tax purposes.

It is possible that the IRS could seek to characterize your Notes in a manner that results in tax consequences to you that are different from those described above. You should consult your tax advisor as to the tax consequences of any possible alternative characterizations of your Notes for U.S. federal income tax purposes.

Possible Change in Law

On December 7, 2007, the IRS released a notice stating that the IRS and the Treasury Department are actively considering issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as the Notes, including whether holders should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the Notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury Department are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals and whether the special “constructive ownership rules” of Section 1260 of the Code might be applied to such instruments. Except to the extent otherwise provided by law, we intend to continue treating the Notes for U.S. federal income tax purposes in accordance with the treatment described above under “Tax Treatment” unless and until such time as Congress, the Treasury Department or the IRS determine that some other treatment is more appropriate.

Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your Notes after the bill was enacted to accrue interest income over the term of such

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instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your Notes.

It is impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation or guidance will affect Notes that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment of your Notes.

Backup Withholding and Information Reporting

You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States Federal Taxation — U.S. Holders — Backup Withholding and Information Reporting” with respect to payments on your Notes and, notwithstanding that we do not intend to treat the Notes as debt for tax purposes, we intend to backup withhold on such payments with respect to your Notes unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States Federal Taxation — U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement. Please see the discussion under “United States Federal Taxation — U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement for a description of the applicability of the backup withholding and information reporting rules to payments made on your Notes.

Non-U.S. Holders

This section applies to you only if you are a Non-U.S. Holder. You are a “Non-U.S. Holder” if you are the beneficial owner of Notes and are, for U.S. federal income tax purposes:

■

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 Notes.

The term “Non-U.S. Holder” does not include any of the following holders:

■

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 notes is effectively connected with the conduct of a trade or business in the United States.

Such holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the Notes.

We will not attempt to ascertain whether an Underlying would be treated as a “United States real property holding corporation” (“USRPHC”), within the meaning of Section 897 of the Code. If an Underlying were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a Non-U.S. Holder of the Notes. You should refer to information filed with the SEC by an Underlying and consult your tax advisor regarding the possible consequences to you, if any, if an Underlying is or becomes a USRPHC.

You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus supplement under “United States Federal Taxation — Non-U.S. Holders — Backup Withholding and Information Reporting” with respect to payments on your Notes at maturity and, notwithstanding that we do not intend to treat the Notes as debt for tax purposes, we intend to backup withhold on such payments with respect to your Notes unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States Federal Taxation — Non-U.S. Holders — Backup Withholding and Information Reporting” in the accompanying prospectus supplement.

As discussed above, alternative characterizations of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization of the Notes, by reason of a change or clarification of the law, by regulation or otherwise, cause payments at maturity with respect to the Notes to become subject to withholding tax, we will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts. Prospective Non-U.S. Holders of the Notes should consult their tax advisors in this regard.

Furthermore, on December 7, 2007, the IRS released Notice 2008-2 soliciting comments from the public on various issues, including whether instruments such as your Notes should be subject to withholding. It is therefore possible

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that rules will be issued in the future, possibly with retroactive effect, that would cause payments on your Notes at maturity to be subject to withholding, even if you comply with certification requirements as to your foreign status.

In addition, the Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of amounts you receive upon sale, exchange or maturity of your Notes, could be collected via withholding. If these regulations were to apply to the Notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on the iShares^® Bitcoin Trust ETF during the term of the Notes. We could also require you to make certifications (e.g., an applicable IRS Form W-8) prior to the maturity of the Notes in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the IRS) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2027, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the issue date of your Notes, your Notes will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for Non-U.S. Holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your Notes for U.S. federal income tax purposes.

Foreign Account Tax Compliance Act

Legislation commonly referred to as “FATCA” generally imposes a gross-basis withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify or supplement these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” (“FDAP”) income. Current provisions of the Code and Treasury regulations that govern FATCA treat gross proceeds from a sale or other disposition of obligations that can produce U.S.-source interest or FDAP income as subject to FATCA withholding. However, under recently proposed Treasury regulations, such gross proceeds would not be subject to FATCA withholding. In its preamble to such proposed regulations, the Treasury Department and the IRS have stated that taxpayers may generally rely on the proposed Treasury regulations until final Treasury regulations are issued. We will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisors regarding the potential application of FATCA to the Notes.

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SUPPLEMENTAL PLAN OF DISTRIBUTION

Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., will act as our Agent in connection with the offering of the Notes. Subject to the terms and conditions contained in a distribution agreement between us and Jefferies LLC, the Agent has agreed to use its reasonable efforts to solicit purchases of the Notes. We have the right to accept offers to purchase Notes and may reject any proposed purchase of the Notes. We or Jefferies LLC will pay various discounts and commissions to dealers of up to $11.00 per Note depending on market conditions. The Agent may also reject any offer to purchase Notes.

We may also sell Notes to the Agent who will purchase the Notes as principal for its own account. In that case, the Agent will purchase the Notes at a price equal to the issue price specified on the cover page of this pricing supplement, less a discount. The discount will equal the applicable commission on an agency sale of the Notes.

The Agent may resell any Notes it purchases as principal to other brokers or dealers at a discount, which may include all or part of the discount the Agent received from us. If all the Notes are not sold at the initial offering price, the Agent may change the offering price and the other selling terms.

The Agent will sell any unsold allotment pursuant to this pricing supplement from time to time in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of time of sale, prices relating to the prevailing market prices or negotiated prices.

We may also sell Notes directly to investors. We will not pay commissions on Notes we sell directly.

The Agent, whether acting as agent or principal, may be deemed to be an “underwriter” within the meaning of the Securities Act. We have agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act.

If the Agent sells Notes to dealers who resell to investors and the Agent pays the dealers all or part of the discount or commission it receives from us, those dealers may also be deemed to be “underwriters” within the meaning of the Securities Act.

The Agent is offering the Notes, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel, including the validity of the Notes, and other conditions contained in the distribution agreement, such as the receipt by the Agent of officers’ certificates and legal opinions. The Agent reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The Agent is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, the offering of the notes will conform to the requirements of FINRA Rule 5121. See “Conflict of Interest” below.

The Agent is not acting as your fiduciary or advisor solely as a result of the offering of the Notes, and you should not rely upon any communication from the Agent in connection with the Notes as investment advice or a recommendation to purchase the Notes. You should make your own investment decision regarding the Notes after consulting with your legal, tax, and other advisors.

We expect to deliver the Notes against payment therefor in New York, New York on July 18, 2025, which will be the third scheduled business day following the initial pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the Notes occurs more than one business day from a pricing date, purchasers who wish to trade the Notes more than one business day prior to the Original Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement.

Jefferies LLC and any of our other broker-dealer subsidiaries may use this pricing supplement, the prospectus and the prospectus supplements for offers and sales in secondary market transactions and market-making transactions in the Notes. However, they are not obligated to engage in such secondary market transactions and/or market-making transactions. Our subsidiaries may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale.

Notice to Prospective Investors in the European Economic Area

This pricing supplement and the accompanying product supplement, prospectus and prospectus supplement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This pricing supplement and the accompanying product supplement, prospectus and prospectus supplement have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“EEA Qualified Investors”). Accordingly any

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person making or intending to make an offer in that Member State of Notes which are the subject of the offering contemplated in this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement may only do so with respect to EEA Qualified Investors. Neither the Issuer nor the Agent have authorized, nor do they authorize, the making of any offer of Notes other than to EEA Qualified Investors.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS -– The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Notice to Prospective Investors in the United Kingdom

This pricing supplement and the accompanying product supplement, prospectus and prospectus supplement is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”) (the "UK Prospectus Regulation"). This pricing supplement and the accompanying product supplement, prospectus and prospectus supplement have been prepared on the basis that any offer of Notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified Investors”). Accordingly any person making or intending to make an offer in the United Kingdom of Notes which are the subject of the offering contemplated in this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement may only do so with respect to UK Qualified Investors. Neither the Issuer nor the Agent have authorized, nor do they authorize, the making of any offer of Notes other than to UK Qualified Investors.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

The communication of this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom the Notes offered hereby are only available to, and any investment or investment activity to which this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that

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is not a relevant person should not act or rely on this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement or any of their contents.

Other Regulatory Restrictions in the United Kingdom

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in the United Kingdom

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Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom the Notes offered hereby are only available to, and any investment or investment activity to which this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing supplement and the accompanying product supplement, prospectus and prospectus supplement or any of their contents.

Other Regulatory Restrictions in the United Kingdom

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Hong Kong

None of the Notes (except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)) (the “SFO”) have been offered or sold and will be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the SFO and any rules made under the SFO or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No person has issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Notice to Prospective Investors in Singapore

This pricing supplement and the accompanying prospectus supplement and prospectus has not been and will not be registered as a prospectus under the Securities and Futures Act 2001, as amended (the “SFA”) by the Monetary Authority of Singapore, and the offer of the Notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, none of this pricing supplement nor the accompanying prospectus supplement, prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes may be circulated or distributed, nor may any Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the Notes are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(i)

a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

(ii)

a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,

securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interests (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the Notes except:

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(A)

to an Institutional Investor, an Accredited Investor, a Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(c)(ii) of the SFA (in the case of that trust);

(B)

where no consideration is or will be given for the transfer;

(C)

where the transfer is by operation of law;

(D)

as specified in Section 276(7) of the SFA; or

(E)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (“SFA”): For the purposes of the Issuer’s obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in Monetary Authority of Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in China

This pricing supplement and the accompanying prospectus supplement and prospectus do not constitute a public offer of the Notes, whether by sale or subscription, in the People's Republic of China (the "PRC"). The Notes are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the Notes without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Notice to Prospective Investors in Indonesia

This pricing supplement and the accompanying prospectus supplement and prospectus do not constitute an offer to sell nor a solicitation to buy securities in Indonesia.

Notice to Prospective Investors in Malaysia

No action has been, or will be, taken to comply with Malaysian laws for making available, offering for subscription or purchase, or issuing any invitation to subscribe for or purchase or sale of the Notes in Malaysia or to persons in Malaysia as the Notes are not intended by the issuer to be made available, or made the subject of any offer or invitation to subscribe or purchase, in Malaysia. Neither this document nor any document or other material in connection with the Notes should be distributed, caused to be distributed or circulated in Malaysia. No person should make available or make any invitation or offer or invitation to sell or purchase the Notes in Malaysia unless such person takes the necessary action to comply with Malaysian laws.

Notice to Prospective Investors in the Philippines

Any person claiming an exemption under Section 10.1 of the Securities Regulation Code (“SRC”) (or the exempt transactions) must provide to any party to whom it offers or sells securities in reliance on such exemption a written disclosure containing the following information: (1) The specific provision of Section 10.1 of the SRC on which the exemption from registration is claimed; and (2) The following statement must be made in bold face, prominent type: THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE OF THE PHILIPPINES. ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

Notice to Prospective Investors in South Korea

The Notes have not been registered with the Financial Services Commission of Korea for a public offering in Korea. The Notes have not been and will not be offered, sold or delivered directly or indirectly, or offered, sold or delivered to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea, except as otherwise permitted under applicable Korean laws and regulations, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. By the

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purchase of the Notes, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the Notes pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in Taiwan

The Notes may be made available outside Taiwan for purchase outside Taiwan by Taiwan resident investors, but may not be offered or sold in Taiwan.

Notice to Prospective Investors in Thailand

The pricing supplement and the accompanying prospectus supplement and prospectus have not been approved by the Thailand Securities and Exchange Commission which takes no responsibility for its contents. Nothing in this pricing supplement and the accompanying prospectus supplement and prospectus nor any action of Jefferies Financial Group Inc. or any of its affiliates constitutes or shall be construed as an offer for sale of any securities, or a solicitation to make an offer for sale of any securities in Thailand or a provision of any securities business requiring license under the SEC Act. This pricing supplement and the accompanying prospectus supplement and prospectus is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally.

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CONFLICT OF INTEREST

Jefferies LLC, the broker-dealer subsidiary of Jefferies Financial Group Inc., is a member of FINRA and will participate in the distribution of the Notes. Accordingly, the offering is subject to the provisions of FINRA Rule 5121 relating to conflicts of interests and will be conducted in accordance with the requirements of Rule 5121. Jefferies LLC will not confirm sales of the Notes to any account over which it exercises discretionary authority without the prior written specific approval of the customer.

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LEGAL MATTERS

The validity of the Notes is being passed on for us by Sidley Austin LLP, New York, New York.

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EXPERTS

The financial statements of Jefferies Financial Group Inc. as of November 30, 2024 and 2023, and for each of the three years in the period ended November 30, 2024, incorporated by reference in this prospectus supplement from Jefferies Financial Group Inc.’s Annual Report on Form 10-K, and the effectiveness of the Jefferies Financial Group Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.

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Jefferies

Jefferies Financial Group Inc.

Senior Capped Buffered Leveraged Notes due July 18, 2028

Linked to the iShares^® Bitcoin Trust ETF

PRICING SUPPLEMENT

, 2025

Source:

FAQ

What is the participation rate on Jefferies' (JEF) new bitcoin-linked notes?

The notes provide a 200 % participation rate on any positive return of the iShares庐 Bitcoin Trust ETF, subject to the $1,900 cap.

How much downside protection do the Senior Capped Buffered Leveraged Notes offer?

There is a 20 % buffer; investors start losing principal only if IBIT falls more than 20 % from the initial level.

What is the maximum payment investors can receive at maturity?

The Maximum Payment at Maturity is $1,900 per note, equal to 190 % of the $1,000 principal.

Can I lose my entire investment in these JEF notes?

Yes. If IBIT declines 100 %, the payment would be $200, representing an 80 % loss of principal.

How does the estimated value compare with the issue price?

Jefferies estimates each note will be worth approximately $945 on the pricing date, about 5.5 % below the $1,000 issue price.

Do the notes pay interest during the three-year term?

No. The structure is zero-coupon; investors receive no periodic interest payments.

What were Jefferies' preliminary Q2 2025 earnings?

For the quarter ended May 31 2025, Jefferies reported $88 million net income on $704 million Capital Markets and $766 million Investment Banking revenues.

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FAQ

What is the participation rate on Jefferies' (JEF) new bitcoin-linked notes?

How much downside protection do the Senior Capped Buffered Leveraged Notes offer?

What is the maximum payment investors can receive at maturity?

Can I lose my entire investment in these JEF notes?

How does the estimated value compare with the issue price?

Do the notes pay interest during the three-year term?

What were Jefferies' preliminary Q2 2025 earnings?

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[424B2] Jefferies Financial Group Inc. Prospectus Supplement

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Digital-Asset Risk Specialist neutral

FAQ

What is the participation rate on Jefferies' (JEF) new bitcoin-linked notes?

How much downside protection do the Senior Capped Buffered Leveraged Notes offer?

What is the maximum payment investors can receive at maturity?

Can I lose my entire investment in these JEF notes?

How does the estimated value compare with the issue price?

Do the notes pay interest during the three-year term?

What were Jefferies' preliminary Q2 2025 earnings?

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