SEC Form 11-K filed by Stifel Financial Corporation

NOTE 1 – Description of the Plan

The following description of the Stifel Financial Profit Sharing 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan sponsored by Stifel Financial Corp. (the “Company”) for the benefit of its employees who meet the eligibility provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company’s Board of Directors has designated an Administrative Committee who has all discretionary authority for the operation and administration of the Plan and an Investment Committee to manage and monitor Plan investments. Empower Retirement, LLC (the “Trustee”) serves as the record keeper to maintain the individual accounts of each Plan participant.

Contributions

Each year, participants may contribute up to 100% of their eligible compensation as defined by the Plan document, up to an annual maximum of $23,500 for 2025. The Plan includes an automatic deferral feature. Accordingly, the Company will automatically withhold a portion of an eligible participant’s compensation. The amount to be automatically withheld will be equal to 6% of an eligible participant’s compensation, and that amount will increase by 1% each plan year until the amount withheld reaches 10% of an eligible participant’s annual compensation. Participants may also make after-tax contributions up to 100% of their eligible compensation as defined by the Plan document, up to an annual maximum of $70,000 for 2025. This limit includes all contributions made to participants’ accounts, including pre-tax, Roth, company match, and after-tax contributions.

In addition, participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions through payroll deductions up to an annual maximum of $7,500 in 2025, or $11,250 for participants between the ages of 60 and 63 during the Plan year. Participant contributions are contributed to the Plan as an elective deferral. There are three types of elective deferrals: pre-tax deferrals, Roth deferrals, and after-tax deferrals. For the year ended December 31, 2025, the Company made matching contributions equal to 100% of the first 6% contributed by each participant, for a maximum of $3,000 for semi-monthly associates with eligible earnings under $250,000, or $1,000 for commission-paid associates and semi-monthly associates with eligible earnings greater than $250,000. The Company’s contribution to the participant’s individual account is credited at the end of the year. This is reflected in the employer contribution receivable in the statements of net assets available for benefits. The Company has the right, under the Plan, to discontinue or modify its matching contributions at any time.

In addition, each year the Company may make a discretionary contribution based on profitability. Discretionary contributions are allocated to the participants employed on the last day of the Plan year on the basis of participants' compensation. There were no discretionary contributions in 2025.

Participant and Employer Contribution Receivables

The participant and employer contribution receivables are related to contributions from compensation paid prior to year-end, but where contributions have not yet been deposited in the Plan.

NOTE 2 – Summary of Significant Accounting Policies

NOTE 3 – Fair Value Measurements

Fair Value Hierarchy

The fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. “the exit price”) in an orderly transaction between market participants at the measurement date. We have categorized our financial instruments measured at fair value into a three-level classification in accordance with Topic 820, “Fair Value Measurement,” which established a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:

Level 1 – Observable inputs based on quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Valuation Techniques

The following is a description of the valuation techniques used to measure fair value on a recurring basis.

The Plan’s valuation methodology used to measure the fair values of the mutual funds, the Company’s common stock, and certain self-directed brokerage accounts were derived from quoted market prices. These investments are reported as Level 1.

Certain self-directed brokerage accounts included equity securities with unobservable inputs at December 31, 2024. These investments were reported as Level 3.

Pooled Separate Accounts

Fair value represents the net asset value (“NAV”) of the fund units, which is calculated based on the valuation of the funds’ underlying investments at fair value at the end of the year. The investments are public investment vehicles, which are valued using the NAV provided by the Trustee, acting as the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, excluding transaction costs, minus its liabilities, and then divided by the number of units outstanding.

NOTE 4 – Contracts with Insurance Companies

Guaranteed Income Fund

The Plan invested in the Guaranteed Income Fund (“GIF”) offered by the Trustee. Guarantees are based on the claims paying ability of the Trustee and not the value of the securities within the insurer’s general account. The credit rating of the issuer at December 31, 2025 was Aa3 as reported by Moody’s Investors Service. Deposits made to the GIF are deposited in the Trustee’s general account. Payment obligations under the GIF represent an insurance claim supported by all the general assets. The GIF does not operate like a mutual fund, variable annuity product, or conventional fixed rate individual annuity product. Expenses related to the GIF are calculated by the Trustee and incorporated in the GIF crediting rate. Past interest rates are not indicative of future interest rates.

GIF Operation

Under the group annuity contract that supports this product, participants may ordinarily direct permitted withdrawals or transfers of all or a portion of their account balance at Contract Value within reasonable time frames. Contract Value represents deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. The contract is effected directly between the Plan and the issuer. The repayment of principal and interest credited to participants is a financial obligation of the issuer. There are no reserves against Contract Value for credit risk of the contract issuer or otherwise. Given these provisions, the Plan considers this contact to be benefit responsive.

NOTE 5 – Party-in-Interest Transactions

Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, and a person who owns 50% or more of such an employer or relatives of such persons.

Active participants can purchase the common stock of the Company from their existing account balances. At December 31, 2025 and 2024, participants held 2,632,773 and 2,659,776 shares, respectively.

The Plan invests in certain funds of the Trustee. The Plan paid $0.5 million of administrative and record keeping fees to the Trustee during the year ended December 31, 2025. The Company provides certain administrative services at no cost to the Plan and pays certain accounting and auditing fees related to the Plan.

Participant loans are considered party-in-interest transactions. Notes receivable from participants were $14.4 million at December 31, 2025 and 2024, respectively.

NOTE 6 – Delinquent Participant Contributions

For the year ended December 31, 2025, the Company did not remit certain participant contributions and loan repayments to the Plan on a timely basis as defined by the Department of Labor’s Rules and Regulations for Reporting and Delinquent Participant Contributions Disclosure under ERISA. Untimely remittances identified on the Schedule of Delinquent Participant Contributions totaled $11,181 in 2025. Certain remittances for the years ended December 31, 2024 and 2023 were fully corrected in 2025. See accompanying supplemental Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions for further information.

NOTE 7 – Subsequent Events

We evaluate subsequent events that have occurred after the net assets available for benefits date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of net assets available for plan benefits, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of net assets available for plan benefits but arose after that date. Based on the evaluation, we did not identify any recognized subsequent events that would have required adjustment to the Plan's financial statements; however, we identified the following non-recognized subsequent events:

Stock Split

On January 26, 2026, the Company’s Board of Directors declared a 50% stock dividend, in the form of a three-for-two stock split, of its common stock payable on February 26, 2026, to shareholders of record as of February 12, 2026. Trading began on a split-adjusted basis on February 27, 2026. All share information presented herein has been retroactively adjusted to reflect the stock split.

Change of Trustee and Record Keeper

On March 30, 2026, the Company transitioned the Plan from Empower Retirement, LLC to Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, at which time, assets of $2.5 billion were transferred to Fidelity. On the date of transition, Fidelity Workplace Services LLC, an affiliate of Fidelity, began maintaining the Plan’s records.

The Plan became subject to a blackout period from March 20, 2026, through April 9, 2026, during the transition of the Plan from Empower Retirement, LLC to Fidelity. During the blackout period, Plan participants were unable to: purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Company common stock; change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; receive distributions or withdrawals from, or terminate their participation in, the Plan; receive loans from the Plan; or make rollover contributions into the Plan.

Stifel Financial Profit Sharing 401(k) Plan

EIN: 43-1273600 PN 001

Stifel Financial Profit Sharing 401(k) Plan

EIN: 43-1273600 PN 001

Stifel Financial Profit Sharing 401(k) Plan

EIN: 43-1273600 PN 001

Column (d), cost, has been omitted, as all investments are participant directed.