Table of Contents

As filed with the Securities and Exchange Commission on February 13, 2007

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JMP Group Inc.

(Exact name of registrant as specified in its charter)

600 Montgomery Street

San Francisco, California 94111

(415) 835-8900

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Janet L. Tarkoff

Chief Legal Officer

JMP Group Inc.

600 Montgomery Street

San Francisco, California 94111

Telephone: (415) 835-8900

Fax: (415) 835-8920

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 13, 2007

            Shares

Common Stock

This is an initial public offering of common stock of JMP Group Inc. We are selling                  shares of our common stock, and the selling stockholders named in this prospectus are selling an additional                  shares. Prior to this offering, there has been no public market for our common stock. We will apply to have our common stock listed on the New York Stock Exchange under the symbol “JMP.” We anticipate that the initial offering price will be between $         and $         per share.

Investing in our common stock involves risks.

Please read the “ Risk Factors” beginning on page 11.

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

We and the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional                      shares of our common stock to cover overallotments, if any, at the public offering price per share, less underwriting discounts and commissions.

The underwriters expect to deliver the shares of our common stock to purchasers on or about                      , 2007.

The date of this prospectus is                         , 2007.

Table of Contents

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with different information from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers or sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of common stock.

TABLE OF CONTENTS

“JMP Securities” and “JMP Asset Management” are our registered trademarks. Additionally, we have filed an application to register “JMP” as a trademark. Tradenames, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders.

INDUSTRY AND MARKET DATA

In this prospectus, we rely on and refer to information and statistics regarding the investment banking industry, the asset management industry and the financial services industry. We obtained this data from independent providers or publicly available resources. Although we believe these sources are reliable, we have not independently verified and do not guarantee the accuracy and completeness of this information. Forecasts and other forward-looking statements made by these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. Unless otherwise stated, information regarding our employees is as of September 30, 2006.

i

Table of Contents

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information in this prospectus, including the “Risk Factors,” our consolidated financial statements and the accompanying notes contained at the end of this prospectus. Unless otherwise mentioned or unless the context otherwise indicates, all references in this prospectus to “we,” “us,” “our,” “our firm,” “JMP Group,” or similar references mean JMP Group Inc. and its subsidiaries.

Prior to the completion of this offering, we will complete a corporate reorganization so that JMP Group Inc. succeeds to the business historically operated by JMP Group LLC. Accordingly, unless otherwise specified, we describe the business in this prospectus as if it were our business, giving effect to the corporate reorganization as if it had been completed prior to this offering.

JMP Group Inc.

We are a full-service investment banking and asset management firm headquartered in San Francisco. We have a diversified business model with a focus on small and middle-market companies and provide:

We were founded in 1999 by senior professionals from Montgomery Securities, a leading investment bank to growth companies during the 1980s and 1990s, which now operates as Banc of America Securities. We were formed to take advantage of a void in the marketplace created by the consolidation of established independent research boutiques into large commercial banks. Since the mid-1990s, more than 40 research-oriented investment banks—including San Francisco-based Montgomery Securities, Hambrecht & Quist, Robertson Stephens and Volpe Brown Whelan & Company—were acquired by major financial institutions. This inter-industry consolidation created large, multi-product investment banks structured to serve larger market-capitalization clients and greatly reduced the investment banking community’s focus on the middle market. Like our research-driven predecessors, as a growth-oriented, entrepreneurial firm, we are dedicated to serving the needs of small and middle-market companies and the institutions that invest in them.

We focus our efforts on clients in six growth industries: business services, consumer, financial services, healthcare, real estate, and technology. Our specialization in these industries has enabled us to develop recognized expertise and to cultivate extensive industry relationships. As a result, we have established our firm as a key advisor for our corporate clients, a trusted resource for institutional investors, and an effective investment manager for our asset management clients.

We have attracted experienced, revenue-producing professionals who are knowledgeable about their industries and have longstanding relationships with successful companies in their sectors. As of September 30, 2006, we had 63 managing directors and 29 non-member directors who together represent nearly 50% of our total employees. Our 63 managing directors, who as members have made a substantial financial commitment to our firm, owned approximately 75% of our membership interests prior to this offering, and will own approximately         % of our equity immediately after this offering.

1

Table of Contents

We approach our work with the idea that expertise, intellectual capital and relationships cannot be commoditized. In our view, producing attractive returns for our investors and maintaining a strong balance sheet are essential in building a successful enterprise over the long term. As a result, we have sought to balance rapid growth with acceptable levels of profitability. We believe that we have constructed a successful operating model for serving growth industries, which will help us continue to grow our firm.

Since inception through September 30, 2006, we have:

We have achieved strong financial results since our inception, generating growth in revenues and earnings as well as diversifying our revenues by industry and product. This diversification has allowed us to be consistently profitable in a variety of economic and capital markets environments, including the three-year industry downturn following the bursting of the Internet and technology bubble. During the five years ended December 31, 2005, we increased revenues from $13.4 million to $94.7 million and grew our pro forma net income from $1.2 million to $10.3 million. For the nine months ended September 30, 2006, we generated revenues of $63.7 million and pro forma net income of $6.4 million. Pro forma net income gives effect to adjustments related to our corporate reorganization as described in “Certain Relationships and Related Transactions—Reorganization Transactions and Corporate Structure.”

Principal Business Lines

We operate our business through two subsidiaries, JMP Securities LLC, a registered broker-dealer and member of the National Association of Securities Dealers, or NASD, and JMP Asset Management LLC, an investment adviser registered with the U.S. Securities and Exchange Commission, or SEC. Through JMP Securities, we conduct our investment banking, sales and trading, and equity research businesses. Through JMP Asset Management, we manage hedge funds and other investment vehicles, including an externally advised REIT, providing institutional and high net-worth investors with alternative investment opportunities.

2

Table of Contents

Market Opportunity

Since the mid-1990s, there have been more than 40 acquisitions of U.S. investment banking firms that we would have considered our direct peers or competitors. Most of these firms were acquired by larger financial institutions, including U.S. and international depository institutions, insurance companies and investment banking firms. This continued industry consolidation has led to:

We were formed to take advantage of this consolidation. We believe that small and middle-market companies now receive less consistent attention from consolidated investment banking firms, which now pursue clients and transactions with larger market values. Due to our focus on small and middle-market companies within our six target industries, we believe that our extensive relationships and expertise in serving these companies provide us with a distinct competitive advantage.

Competitive Strengths

We believe the following factors define our business model, establish our competitive position and distinguish us from other companies that participate in our businesses and markets:

3

Table of Contents

Notwithstanding our competitive strengths, we face a number of competitive challenges, including intense competition from larger firms that have a greater range of products and services, and greater financial and other resources that may pose a threat to our ability to recruit and retain key employees. See “Risk Factors” for a discussion of the factors you should consider before buying shares of our common stock.

4

Table of Contents

Growth Strategy

Our growth strategy is to stay focused on our core activities of investment banking, sales and trading, equity research and asset management while continuing to attract experienced revenue-producing professionals to our firm. We may also make investments in businesses or products that are complementary to our core businesses and may selectively pursue strategic acquisitions. We intend to continue to grow by:

Why We Are Going Public

We believe that this offering will allow us to better execute our growth strategy. We believe that as a public company we will have greater visibility with prospective clients and industry peers, increased access to capital, and additional currency with which to explore strategic opportunities as they arise. Finally, we expect that operating as a public company will provide us with increased brand recognition and will enhance our ability to attract and retain top professionals by enabling us to offer equity-based incentives linked directly to the long-term success of our business.

Our Reorganization

We have historically conducted our business through a limited liability company, JMP Group LLC, and its consolidated subsidiaries. Prior to the completion of this offering, we will complete a number of transactions in order to have JMP Group Inc. succeed to the business of JMP Group LLC and its consolidated subsidiaries and to have the members of JMP Group LLC become stockholders of JMP Group Inc. For further details on these transactions, see “Certain Relationships and Related Transactions—Reorganization Transactions and Corporate Structure” in this prospectus. This prospectus assumes the corporate reorganization has taken effect prior to this offering, unless otherwise indicated.

General Information

As of September 30, 2006, we had 187 employees, including 92 senior professionals, which include our managing directors and directors.

Our headquarters is located at 600 Montgomery Street, Suite 1100, San Francisco, California 94111. We have additional offices in New York, New York; Boston, Massachusetts; and Chicago, Illinois. Our main office telephone number is (415) 835-8900. We maintain an Internet website at http://www.jmpsecurities.com. The information on our website is not part of this prospectus.

5

Table of Contents

The Offering

6

Table of Contents

Unless we specifically state otherwise, the information in this prospectus gives effect to the corporate reorganization that we will complete prior to this offering, but does not reflect (i) the sale of up to              shares of common stock that the underwriters have the option to purchase from JMP Group Inc. to cover overallotments, (ii) the              shares of our common stock underlying restricted stock units or other equity-based awards that we intend to grant to certain of our employees effective as of the completion of this offering, (iii) an aggregate of 2,674,940 shares issuable upon the exercise of outstanding options to purchase shares of our common stock as of December 31, 2006, or (iv)              shares reserved for issuance under the 2007 Equity Incentive Plan.

7

Table of Contents

Summary Historical Consolidated Financial and Other Data

The following table shows summary consolidated financial and other data for the periods ended and as of the dates indicated. The summary consolidated statements of financial condition data as of December 31, 2004 and 2005 and the summary consolidated statements of income data for each of the three years in the three-year period ended December 31, 2005 have been derived from our audited consolidated financial statements and accompanying notes included elsewhere in this prospectus and should be read together with those consolidated financial statements and accompanying notes.

The summary consolidated statements of financial condition data as of December 31, 2001, 2002 and 2003 and the summary consolidated statements of income data for the years ended December 31, 2001 and 2002 have been derived from audited consolidated financial statements not included in this prospectus. The summary consolidated statements of financial condition data as of September 30, 2006 and the summary consolidated statements of income data for each of the nine-month periods ended September 30, 2005 and 2006 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus and should be read together with those unaudited consolidated financial statements and accompanying notes. The summary consolidated statement of financial condition data as of September 30, 2005 has been derived from our unaudited consolidated financial statements not included in this prospectus. The summary consolidated financial and other data should be read together with the sections entitled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with our consolidated financial statements and accompanying notes included elsewhere in this prospectus.

The summary historical consolidated financial data as of and for the years ended December 31, 2001, 2002, 2003, 2004 and 2005 have been restated for the matters discussed in Note 3 to the accompanying consolidated financial statements included herein.

The unaudited pro forma data for the year ended December 31, 2005 and the nine months ended September 30, 2006 have been derived from the pro forma data provided in “Unaudited Pro Forma Condensed Consolidated Financial Information” included elsewhere in this prospectus. The unaudited pro forma information for the years ended December 31, 2001 to 2004 and the nine months ended September 30, 2005 have been calculated based on assumptions consistent with those used for the 2005 unaudited pro forma consolidated financial information.

The pro forma statement of income and pro forma statement of financial condition adjustments principally give effect to the corporate reorganization as described in “Certain Relationships—Reorganization Transactions and Corporate Structure,” including:

8

Table of Contents