On January 17, 2013, JMP Group Inc. (the "Company") entered into an Underwriting Agreement with UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $40.0 million, in the aggregate, of the Company's 8.00% Senior Notes due 2023 (the "Notes"). The Underwriters may also purchase up to an additional $6,000,000 of Notes from the Company at the public offering price, less the underwriting discount, within 30 days from the date of the prospectus supplement, to cover overallotments, if any.

The Notes were registered for offer and sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-183619) filed with the Securities and Exchange Commission on August 29, 2012 (the "Registration Statement"), and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission.

The public offering price of the Notes was 100.0% of the principal amount (i.e., $40 million). The Company will receive net proceeds after discounts and commissions, but before expenses, of approximately $38.7 million and will use such proceeds for general corporate purposes. If the Underwriters exercise the overallotment option in full, the total proceeds, before expenses, will be approximately $44.6 million.

The offering of the Notes is expected to close on January 25, 2013, subject to customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference and into the Registration Statement.

In connection with the offering of the Notes, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes. Such opinion is incorporated by reference into the Registration Statement.

Item 9.01      Financial Statements and Exhibits

(d) Exhibits

Exhibit No.   Description

              Underwriting Agreement, dated January 17, 2013, between JMP Group Inc.
    1.1       and UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and JMP
              Securities LLC., as representatives of the several underwriters named
              therein.

    5.1       Opinion of Morrison & Foerster LLP regarding the legality of the Notes.

   23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1 hereto).