DEF 14A of Stifel Financial Corp, Apr 29, 2026

DEF 14A of Stifel Financial Corp

Filed Apr 29, 2026 · FY20250001193125-26-191643

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Option Exercises and Stock Units Vested or Converted | 52 | | Nonqualified Deferred Compensation | 52 | | Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 52 | | Post-Employment Payments Discussion | 53 | | Non-Employee Director Compensation | 53 | | Certain Relationships and Related Transactions | 54 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 56 | | Compensation Committee Report On Executive Compensation | 59 | | ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) | 60 | | ITEM 3. ADOPTION OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE BY 50% THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED | 61 | | ITEM 4. AUTHORIZATION TO INCREASE INCENTIVE STOCK PLAN CAPACITY | 62 | | Text and Description of the Plan | 66 | | Plan Capacity Increase Vote | 66 | | ITEM 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | BENEFICIAL OWNERSHIP | 69 | | Ownership of Directors and Executive Officers | 69 | | Beneficial Owners with More than Five Percent of our Common Stock | 70 | | Beneficial Ownership by Employees | 71 | | QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 71 | | OTHER MATTERS | 75 | | APPENDICES | 76 | | Appendix A: Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) | 76 | | Appendix B: Description of the Incentive Stock Plan | 80 |

  2. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  3. ITEM 1. ELECTION OF DIRECTORS

    | ITEM 1 | What is being voted on: Election to the Board of our director nominees, each for a one-year term. Board recommendation: FOR each of our director nominees, based on a review of individual qualifications and experience and contributions to our Board. |

  4. ITEM 1. ELECTION OF DIRECTORS

    OUR DIRECTORS Board of Director Nominees’ Qualifications and Experience Our director nominees have a wide breadth of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

  5. ITEM 1. ELECTION OF DIRECTORS

    | Core Qualifications and Experience | | | • Integrity, business judgment and commitment • Demonstrated management ability • Extensive experience in the public, private or not-for-profit sectors | • Leadership and expertise in their respective fields • Financial literacy • Strategic thinking • Reputational focus | | Breadth of Skills and Experiences | | | • Audit, Tax and Accounting • Cybersecurity • Digital • Financial Services: Banking • Financial Services: Global Wealth Management • Financial Services: Institutional • General Management • Government, Regulation and Public Policy • Marketing and Branding • Risk Management | • Talent and HR Management • Technology • CEO, President or COO • CFO or other Financial Expert • ESG • Complex Regulated Industries • Government Service • Private Company Management/Governance • Public Company Management/Governance • Not for Profit |

  6. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 11 |

  7. ITEM 1. ELECTION OF DIRECTORS

    | ADAM T. BERLEW | | | | • Director since 2019, age 59 • Committee Service: Compensation, Risk Management Mr. Berlew brings decades of expertise in cloud, tech and telecom market evaluation, marketing, M&A, product management, portfolio management, process development, financial structuring and talent development. Career Highlights • CMO, Equinix, Inc. (2023 – present) • VP, Atlassian (2022 – 2023) • Executive Director, Google (2017 – 2022) • Cloud AI & Industry Solutions (2021 – 2022) • Americas Cloud Marketing (2017 – 2021) • VP, Global Customer Engagement Marketing, Brocade Communications Systems (2015 – 2017) • VP, Global Marketing and Americas Field Marketing, Equinix (2012 – 2015) • SVP, Strategy and Corporate Development, Triumphant, Inc. (2009 – 2012) • Director Sales & Marketing, Dell, Inc. (2002 – 2008) Additional Professional Experience, Community Involvement and Education • Member, Council on Foreign Relations • Board Member, US Luge Olympic Committee (2014 – 2024) • M.B.A., The Wharton School, U. of Pennsylvania • B.A., Brown University Other Public Company Directorships Within the Past 5 Years: • Lazard Growth Acquisition Corp. I (NASDAQ: LGACU) |

  8. ITEM 1. ELECTION OF DIRECTORS

    | MARYAM S. BROWN | | | | • Director since 2023, age 51 • Committee Service: Risk Management Ms. Brown brings experience garnered from leading an organization of over 8,000 employees serving over 21 million natural gas consumers in Southern California and has 25 years’ experience in the energy industry across engineering, legal, policy and regulatory roles. Career Highlights • SoCalGas • Chief Executive Officer (2024 – 2026) • President (2019 – 2024) • Vice President, Federal Affairs, Sempra Energy (2016 – 2019) • United States Congress • Assistant to Speaker for Policy and Senior Energy and Environment Counsel (2012 – 2016) • Chief Counsel, Energy and Power, House Committee on Energy and Commerce (2011 – 2012) Additional Professional Experience, Community Involvement and Education • Trustee, American Gas Association Foundation • Member, National Petroleum Council, U.S. Department of Energy • Chair, Executive Committee, California Chamber of Commerce |

  9. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 12 |

  10. ITEM 1. ELECTION OF DIRECTORS

    | MICHAEL W. BROWN | | | | • Director since 2010, age 80 • Committee Service: Audit Mr. Brown is a retired executive with considerable financial and accounting expertise, including eight years of financial leadership with a leading technology company and directorships at other publicly held companies. Mr. Brown has considerable experience as a director and governor of self-regulatory organizations in the financial services industry. Mr. Brown’s deep technology experience provides the Board and senior management with keen insight and guidance concerning the Company’s cybersecurity and other technology efforts. Career Highlights • Microsoft Corporation, a global software company • Vice President and Chief Financial Officer (1994 – 1997) • Vice President – Finance and Treasurer (1989 – 1994) • Deloitte & Touche LLP, a provider of assurance, tax, and business consulting services (1971 – 1989) Additional Professional Experience, Community Involvement and Education • Former Chairman, NASDAQ Stock Market Board of Directors • Former Governor, National Association of Securities Dealers Other Public Company Directorships Within the Past 5 Years: • VMWare, Inc. (NYSE: VMW) • Audit Committee • Compensation Committee • Governance Committee |

  11. ITEM 1. ELECTION OF DIRECTORS

    | LISA L. CARNOY | | | | • Director since 2023, age 58 • Committee Service: Audit, Deputy Chair, Risk Management • Also a Director of Stifel Bancorp Ms. Carnoy is known both for advising clients and building businesses. She has substantial capital markets, M&A and operational experience, with a consistent focus on increasing market share and profitability at every organization. A trailblazer and role model, she has been named to American Banker’s list of “Most Powerful Women in Finance.” Career Highlights • Chief Financial and Administrative Officer, Continental Grain (2025 – 2026) • Chief Financial Officer, Head of Operations, Alix Partners (2018 – 2022) • Bank of America • Division Executive, US Trust; Market President, New York City (2014 – 2017) • Head of Global Capital Markets (2012 – 2014) • Managing Director, Co-Head of Global Capital Markets (2010 – 2012) • Managing Director, Head of Global Equity Capital Markets (2009 – 2010) Additional Professional Experience, Community Involvement and Education • Director, Columbia University Investment Management Company (Endowment) • Trustee Chair Emerita, Board of Trustees, Columbia University • Former Independent Director and Treasurer, U.S. Soccer Federation • M.B.A., Harvard Business School • B.A., Columbia University Other Public Company Directorships Within the Past 5 Years: Onex Corporation (TSX: ONEX) |

  12. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 13 |

  13. ITEM 1. ELECTION OF DIRECTORS

    | ROBERT E. GRADY | | | | • Director since 2010, age 68 • Committee Service: Nominations & Corporate Governance; Risk Management, Chair Mr. Grady has extensive leadership experience in the private equity investment and the broker-dealer segments of the financial services industry. Mr. Grady also has substantial federal and state governmental experience as well as strong academic experience. Finally, Mr. Grady has considerable experience as a director of other publicly and privately held companies as well as experience in Environmental, Social and Governance. Career Highlights • Advisory Partner, Summit Partners (2021 – present) • Partner, Gryphon Investors, a private equity investment firm (2015 – 2020) • Chair, NJ State Investment Council (2010 – 2014) • Partner and MD, Carlyle Group (2000 – 2009) • Partner and MD, Robertson Stephens & Co. (1993 – 2000) Additional Professional Experience, Community Involvement and Education • Member, Council on Foreign Relations • Vice Chairman, Board of Overseers, Hoover Institution, Stanford University • Advisor to the Investment Cte., the Daniels Fund • Former Chair, National Venture Capital Association • Former Deputy Asst. to Pres. George H.W. Bush • Former Exec. Assoc. Director, Office of Management and Budget, Exec. Office of the President • M.B.A., Stanford Graduate School of Business • A.B., Harvard College Other Public Company Directorships Within the Past 5 Years: • Maxim Integrated Products (NASDAQ: MXIM) |

  14. ITEM 1. ELECTION OF DIRECTORS

    | JAMES P. KAVANAUGH | | | | • Director since 2022, age 63 • Committee Service: Compensation Mr. Kavanaugh translated his drive on the field as a professional soccer player into successful leadership of WWT, a $17 billion information technology systems integrator with nearly 9,000 employees, prioritizing, practicing and executing on what is most important. He has proven experience providing the most complex technical solutions and systems integration to firms large and small through the combined efforts of his team. Career Highlights • CEO and Co-Founder, WWT, World Wide Technology (1990 – present) Additional Professional Experience, Community Involvement and Education • Investor and board member, Privoro, a cybersecurity firm • Member, Business Roundtable • Co-Founder and Owner, St. Louis City SC, Major League Soccer • Owner and Investor, St. Louis Blues, National Hockey League • Trustee, St. Louis University • B.A., St. Louis University |

  15. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 14 |

  16. ITEM 1. ELECTION OF DIRECTORS

    | RONALD J. KRUSZEWSKI | | | | • Director since 1997, age 67 • Chairman of the Board and Chief Executive Officer Mr. Kruszewski has extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of the Company’s day-to-day operations and strategy. Career Highlights • Stifel Financial Corp. • Chairman (2001 – present) • Chief Executive Officer (1997 – present) • President (1997 – 2014) Additional Professional Experience, Community Involvement and Education • Chairman, Board of Directors, Securities Industry and Financial Markets Association (SIFMA) • Former Chairman, American Securities Association (ASA) (2019 – 2021) • Former Member, Federal Advisory Council, St. Louis Federal Reserve Board of Directors (2014 – 2019) • Member, U.S. Ski and Snowboard Team Foundation Board • Member, Chair’s Council for Greater St. Louis, Inc. • Former Chairman, Downtown STL, Inc. • Member, World Presidents’ Organization – St. Louis Chapter • Responsible for Company membership in the World Economic Forum • Member of Board of Directors and Award Recipient, Horatio Alger Association Other Public Company Directorships Within the Past 5 Years: • FutureFuel Corp. (NYSE: FF) • Lee Enterprises Inc. (NASDAQ: LEE) |

  17. ITEM 1. ELECTION OF DIRECTORS

    | MAURA A. MARKUS | | | | • Director since 2016, age 68 • Committee Service: Audit; Nominations & Corporate Governance, Chair Ms Markus is a retired executive who brings over 25 years of global experience in banking to the board, including as President and COO. Ms. Markus has been named one of American Banker’s Most Powerful Women in Banking multiple times. Through her proven experience as an executive and director of leading financial services companies, Ms. Markus brings substantial knowledge and expertise to the Board of Directors’ deliberations. Career Highlights • Diebold Nixdorf Inc., Director, Audit Cte. and People & Comp. Cte. Member (2024 – present) • Bank of the West, President, Chief Operating Officer and Board Director (2010 – 2014) • Broadridge Financial Solutions, Inc., Director, Audit Cte. Member and Comp. Cte. Chair (2013 – present) • Citigroup (1987 – 2009); Executive Vice President, Head of International Retail Banking (2007 – 2009); President, Citibank N.A. (2000 – 2007); President, Citibank Greece (1997 – 2000); European Sales and Marketing Director (1994 – 1997) Additional Professional Experience, Community Involvement and Education • Trustee, College of Mount St. Vincent in New York • Former Board Member, Year Up San Francisco Bay Area Talent and Opportunity • Former Board Member, Catholic Charities San Francisco and New York • Former Executive Committee and Board Member, Junior Achievement New York • Financial Services Roundtable, Former Member • M.B.A., Harvard Business School • B.A., Boston College, summa cum laude Other Public Company Directorships Within the Past 5 Years: • Broadridge Financial Solutions, Inc. (NYSE: BR) • Diebold Nixdorf Inc. (NYSE: DBD) |

  18. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 15 |

  19. ITEM 1. ELECTION OF DIRECTORS

    | VICTOR J. NESI | | | | • Director since 2025, age 66 Mr. Nesi brings over 30 years of experience in investment banking, including as head of Stifel’s Institutional Group, in which role he implemented a strategy of integrating and aligning Stifel’s Institutional Group divisions across business lines and geographies, with revenue that multiplied by more than five-fold, from both organic growth and the integration of the professionals from over 20 acquisitions globally. Career Highlights • Asurion, LLC, Executive Advisor (2025 – present) • Stifel Financial Corp. (2009 – 2025) • Co-President (2014 – 2025) • Head of Institutional Group (2017 – 2025) • Co-Head of Institutional Group (2009 – 2017) • Merrill Lynch (1996 – 2009) • Merrill Lynch Private Equity Head of Media and Telecom (2005 – 2009) • Head of Media and Telecom Investment Banking (2001 – 2003) • Managing Director Telecom Investment Banking (1998 – 2001) • Managing Director Telecom Investment Banking (1996 – 1998) Additional Professional Experience, Community Involvement and Education • JD, Georgetown University Law Center • BSBA, Georgetown University |

  20. ITEM 1. ELECTION OF DIRECTORS

    | DAVID A. PEACOCK | | | | • Director since 2017, age 57 • Lead Independent Director • Committee Service: Compensation, Chair; Nominations & Corporate Governance • Also a Director of Stifel Bancorp Mr. Peacock brings entrepreneurial, corporate, manufacturing, and marketing expertise to the Board. In addition, through his service as president of a global consumer brand, Mr. Peacock brings an in-depth knowledge and expertise in corporate governance, branding, marketing and market presence. Career Highlights • Advantage Solutions, Inc., CEO (2023 – present) • Continental Grain Co., Director and COO (2021 – 2023) • Post Holdings Corp., Director (2021 – 2023) • Schnucks Markets, Inc., President and COO (2017 – 2021) • Anheuser-Busch (1992-2012), President (2008 – 2012) Additional Professional Experience, Community Involvement and Education • Board of Directors, Pink Ribbon Girls, which supports women with breast cancer • Board of Trustees, Urban League of Metropolitan St. Louis • Board of Directors, FMI – The Food Industry Association • Board of Directors, NextUP Other Public Company Directorships Within the Past 5 Years: • Post Holdings Partnering Corp. |

  21. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 16 |

  22. ITEM 1. ELECTION OF DIRECTORS

    | THOMAS W. WEISEL | | | | • Director since 2010, age 85 Mr. Weisel has extensive entrepreneurial and operational experience in the financial services industry, as evidenced by his founding and development of the investment firms of Thomas Weisel Partners Group, Inc. and Montgomery Securities prior to joining the Company. Career Highlights • Senior Managing Director, Stifel Financial Corp. (2011 – present) • Founder, Chairman and Chief Executive Officer, Thomas Weisel Partners Group, Inc. (1999 – 2010) • Founder, Chairman, and Chief Executive Officer, Montgomery Securities (1971 – 1997) • Lifetime Achievement Award, National Venture Capital Association (2006) • George Steinbrenner Sport Leadership Award, US Olympic Foundation (2011) • Inducted into the U.S. Ski and Snowboard Hall of Fame (Class of 2017) Additional Professional Experience, Community Involvement and Education • Trustee, The Sports Neurology Clinic, Inc. • Member and former Chairman, U.S. Ski and Snowboarding Team Foundation • Member and former Chairman, USA Cycling Foundation Board • Former Member, Board of Trustees, San Francisco Museum of Modern Art • Former Chairman and Board Member, Empower America • Former Chairman, Capital Campaign for California School of Arts & Crafts • Former Member, Board of Directors, Stanford Endowment Management Board • Former Member, Advisory Board, Harvard Business School • Former Board Member, NASDAQ • Former Trustee, Museum of Modern Art in New York |

  23. ITEM 1. ELECTION OF DIRECTORS

    | MICHAEL J. ZIMMERMAN | | | | • Director since 2013, age 75 • Committee Service: Audit, Chair Mr. Zimmerman’s experience within the financial services industry and his understanding of investment banking provide valuable judgment and insights. This background, together with perspectives applied as an independent director and audit committee member of a publicly held company, brings knowledge and a skill set integral to our Board. Career Highlights • Continental Grain Company, a diversified international agribusiness and investment firm • Director (2020 – present) • Vice Chairman (2012 – present) • Executive Vice President and Chief Financial Officer (1999 – 2012) • Senior Vice President, Investments and Strategy (1996 – 1999) • Managing Director, Salomon Brothers, Inc. (1976 – 1996) Additional Professional Experience, Community Involvement and Education • Member of Board of Directors and Audit Committee Chairman, Energy Trading Innovations LLC and Castleton Commodities International, LLC (2012 – 2025) • Trustee, Mount Sinai Health System, a non-profit health care organization • Chairman, Investment Committee, U.S. Holocaust Memorial Museum • Prior experience as non-executive chairman of two public companies |

  24. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 17 |

  25. ITEM 1. ELECTION OF DIRECTORS

    OUR CORPORATE GOVERNANCE PRINCIPLES The Board has adopted Corporate Governance Guidelines (‘‘Principles’’), which are available in the corporate governance section of the Company’s web site at www.stifel.com. The Principles set forth the practices the Board follows with respect to, among other matters, the role and duties of the Board, size and composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board. As described in the Principles, the role of the Board is to oversee management of the Company in its efforts to enhance shareholder value and conduct the Company’s business in accordance with its mission statement. In that connection, the Board helps management assess long-range strategies for the Company, and evaluates management performance. It is a responsibility of the Board to assess each director’s independence regularly and to take appropriate actions in any instance in which the requisite independence has been compromised. The Board has determined that Directors Berlew, Maryam Brown, Michael Brown, Carnoy, Grady, Kavanaugh, Markus, Peacock, and Zimmerman are independent directors under the rules of the NYSE and the SEC, including NYSE rules regarding the independence of the Compensation Committee, and reviewed information provided by the directors in questionnaires concerning the relationships that we may have with each director. Board of Directors – Leadership, Risk Oversight and Meetings Leadership: The continuing membership of our Board is composed of 9 independent directors and 3 non-independent directors, 2 of whom are current employees. The Board strategically considers the combination or separation of the Chairman and Chief Executive Officer roles as an integral part of its planning process and corporate governance philosophy. Ronald J. Kruszewski concurrently serves as both the Chairman of the Board and Chief Executive Officer. The Board believes that this structure serves the Company well because it provides consistent leadership and accountability for managing Company operations. However, our Board also holds regularly scheduled executive sessions without management, at which the lead independent director presides in compliance with the NYSE Corporate Governance Standards. These sessions occurred at least quarterly in 2025. Lead Director: Mr. David Peacock is currently the Independent Lead Director of Stifel Financial Corp. The Board has determined that the Lead Director will: have authority to call meetings of the independent directors; chair meetings of the independent directors; liaise between management and independent directors; serve ex officio on all committees of which the lead director is not otherwise a member and, with the chair of the Compensation Committee, lead CEO performance evaluation and succession planning. The Board believes that the Lead Director role should be filled by an independent director selected by the independent directors in order to promote independence of oversight and development of the independent directors’ overall contribution to the Board. Risk Oversight: Our Board has responsibility for the oversight of risk management. Our Board, either as a whole or through its Committees, regularly discusses with Company management our major risk exposures, their potential impact, and the steps we take to monitor and control such exposures. While our Board is ultimately responsible for risk oversight, each of our Committees assists the full Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on the management of financial and accounting risk exposures. The Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. Finally, the Risk Management Committee focuses on the management of risks associated with Board organization, membership, and structure, and the organizational and governance structure of our company, including cybersecurity matters. We have an Enterprise Risk Management program that coordinates with management committees, including the Asset Liability Management Committee, the Products & Services Committee, the Conflicts of Interest Committee, the Operational Risk Committee, and the Disclosure Committee. Meetings: During 2025, our Board met 9 times, including both regularly scheduled and special meetings. During the year, attendance by incumbent continuing directors of all meetings held by the Board and all Committees on which they serve exceeded 80%. We encourage our directors to attend the Annual Meeting of Shareholders.

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    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 18 |

  27. ITEM 1. ELECTION OF DIRECTORS

    COMMITTEES OF THE BOARD OF DIRECTORS The standing committees of our Board are the Audit Committee, Compensation Committee, Nominations & Corporate Governance Committee and Risk Management Committee. Each operates pursuant to a written charter approved by the Board. The full text of each such charter and our corporate governance guidelines are available in the “Corporate Governance” section of our web site located at www.stifel.com, or may be obtained by any shareholder, without charge, upon request by e-mailing investorrelations@stifel.com.

  28. ITEM 1. ELECTION OF DIRECTORS

    | Audit Committee | | | The Audit Committee met 11 times during 2025. | | | Committee Chair: • Zimmerman Deputy Chair: • Carnoy Members: • Michael Brown • Markus Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role, Responsibilities and Qualifications: | | | • Recommending to the Board a public accounting firm to be nominated for shareholder ratification as our independent auditors and compensating and terminating auditors as deemed necessary; • Meeting periodically with our auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and • Evaluating on an annual basis the qualification, performance, and independence of the independent auditors, based on the Audit Committee’s review of the independent auditors’ report and the performance of the independent auditors throughout the year. • Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. Our Board has designated each Audit Committee member an “audit committee financial expert.” | | Compensation Committee | | | The Compensation Committee met 5 times during 2025. | | | Committee Chair: • Peacock Members: • Berlew • Kavanaugh Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role, Responsibilities and Qualifications: | | | • Reviewing executive performance and recommending to our Board the compensation of each of our executive officers; • Reviewing market data to assess the components of our executive compensation; • Reviewing and approving executive compensation elements and plans; • Making recommendations to our Board regarding the adoption, amendment, and rescission of certain employee benefit plans; and • Reviewing the Company’s compensation policies and practices with respect to the Company’s employees to ensure that they are not reasonably likely to have a material adverse effect on the Company. • During 2025, there were no interlocks or insider participation on the part of the members of the Compensation Committee, as further described on page 55. |

  29. ITEM 1. ELECTION OF DIRECTORS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 19 |

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    | Nominations & Corporate Governance Committee |

  31. ITEM 1. ELECTION OF DIRECTORS

    The Nominations & Corporate Governance Committee met 4 times during 2025.

  32. ITEM 1. ELECTION OF DIRECTORS

    | Committee Chair: • Markus Members: • Grady • Peacock Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role & Responsibilities: | | | • Overseeing Board and Board Committee organization, membership, and structure; • Leading Board and Board Committee self-evaluation; • Overseeing the Corporation’s executive and corporate structure and recommending improvements to its effectiveness; • Searching for individuals qualified to become members of our Board and selecting director nominees to be presented for election at the Annual Meeting of Shareholders and considering nominees for directors recommended by our shareholders; • Reviewing the Company’s charitable strategy, Company political contributions and lobbying policies, and Company efforts to sustain the economic development of the communities in which it operates; and • Fostering the Company’s efforts to encourage a breadth of perspective and background among the Corporation’s associates, including its leadership. |

  33. ITEM 1. ELECTION OF DIRECTORS

    | Risk Management Committee | | The Risk Management Committee met 6 times during 2025. |

  34. ITEM 1. ELECTION OF DIRECTORS

    | Committee Chair: • Grady Members: • Berlew • Maryam Brown • Carnoy Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role & Responsibilities: | | | • Regularly reviewing our aggregate risk exposures and risk management processes with management, including our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Chief Compliance Officer; • Considering cybersecurity matters, with a special meeting devoted each year to cybersecurity; • Overseeing the Company’s Enterprise Risk Management program and the Company’s responsiveness to and discussions and compliance with the Federal Reserve Bank of St. Louis and other regulators’ input, reviews and rules; • Considering the wide range of risks the Company confronts, including market risk, credit risk, technological and operational risk, liquidity and funding risk, compliance and legal risk, reputational risk, risks arising from actual or potential conflicts of interest, and strategic risk; and • Reviewing newly developing Company risks and the Company’s efforts to address these developments. |

  35. EXECUTIVE COMPENSATION DETERMINATIONS FOR 2025

    | Alignment of CEO Compensation with Key Performance Measures |

  36. EXECUTIVE COMPENSATION DETERMINATIONS FOR 2025

    | • | The total amount of annual CEO compensation has closely tracked historical Stifel performance, as measured by the three primary performance goals established by the Committee: non-GAAP net revenue, non-GAAP pre-tax net income and non-GAAP diluted EPS, emphasizing non-GAAP pre-tax net income and non-GAAP diluted EPS. See “Use of Non-GAAP Measures” on page 46 for a description of how and why these measures differ from GAAP measures. |

  37. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | Name | Year | Fixed Compensation | | Annual Incentive Compensation | | | Subtotal At-Risk | Total Compen- sation(2) | | | | Base Salary | | Cash Bonus | RSUs, RSAs, Debentures and Restricted Cash(1) | PRSUs | | | | Ronald J. Kruszewski | 2025 | 0.20 | | 8.90 | 2.90 | 6.00 | 8.90 | 18.00 | | | 2024 | 0.20 | | 5.92 | 4.44 | 4.44 | 8.88 | 15.00 | | | 2023 | 0.20 | | 2.26 | 4.52 | 4.52 | 9.04 | 11.50 | | James M. Zemlyak | 2025 | 0.30 | | 5.82 | 1.88 | 2.00 | 3.88 | 10.00 | | | 2024 | 0.30 | | 4.10 | 2.35 | 2.05 | 4.40 | 8.80 | | | 2023 | 0.30 | | 2.60 | 1.95 | 1.95 | 3.90 | 6.80 | | Thomas B. Michaud | 2025 | 0.30 | | 6.09 | 1.31 | 1.31 | 2.61 | 9.00 | | | 2024 | 0.30 | | 1.85 | 2.02 | 0.83 | 2.85 | 5.00 | | | 2023 | 0.30 | | 0.54 | 1.49 | 0.68 | 2.16 | 3.00 | | C. Brad Raymond(3) | 2025 | 0.30 | | 2.82 | 0.94 | 0.94 | 1.88 | 5.00 | | James M. Marischen | 2025 | 0.30 | | 2.58 | 0.72 | 1.00 | 1.72 | 4.60 | | | 2024 | 0.30 | | 1.80 | 0.99 | 0.81 | 1.80 | 3.90 | | | 2023 | 0.30 | | 1.15 | 0.87 | 0.68 | 1.55 | 3.00 | | | Year | Realized Compensation | | | At-Risk Compensation | | | | | | | Amount | % of Total | Year- over-Year % Change | Amount | % of Total | Year-over- Year % Change | | | Ronald J. Kruszewski | 2025 | 9.10 | 51% | 49% | 8.90 | 49% | >1% | | | | 2024 | 6.12 | 41% | 149% | 8.88 | 59% | –2% | | | | 2023 | 2.46 | 21% | 12% | 9.04 | 79% | –25% | | | James M. Zemlyak | 2025 | 6.12 | 61% | 39% | 3.88 | 39% | –12% | | | | 2024 | 4.40 | 50% | 52% | 4.40 | 50% | 13% | | | | 2023 | 2.90 | 43% | 28% | 3.90 | 57% | –37% | | | Thomas B. Michaud | 2025 | 6.39 | 71% | 197% | 2.61 | 29% | –8% | | | | 2024 | 2.15 | 43% | 156% | 2.85 | 57% | 32% | | | | 2023 | 0.84 | 28% | –68% | 2.16 | 72% | –17% | | | C. Brad Raymond(3) | 2025 | 3.12 | 62% | n/a | 1.88 | 38% | n/a | | | James M. Marischen | 2025 | 2.88 | 63% | 37% | 1.72 | 37% | –4% | | | | 2024 | 2.10 | 54% | 45% | 1.80 | 46% | 16% | | | | 2023 | 1.45 | 48% | –3% | 1.55 | 52% | 3% | |

  38. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    2025 COMPENSATION DETERMINATIONS FOR RETIRED NAMED EXECUTIVE OFFICER Mr. Victor J. Nesi retired as Co-President and Head of the Institutional Group on July 1, 2025, and was subsequently appointed as a non-employee member of our Board of Directors in light of his ability to provide relevant counsel and oversight to the Company. As a board member, Mr. Nesi did not receive any compensation in 2025. Mr. Nesi’s employee compensation for 2025 reflects a partial year of service during which the Institutional Group he led performed exceptionally well. The Company entered into a separation agreement with Mr. Nesi in connection with his retirement. Mr. Nesi’s unvested long-term incentive awards did not become vested in connection with his retirement. Pursuant to the separation agreement, Mr. Nesi’s unvested long-term incentive awards remain outstanding in accord with the terms and conditions of the applicable award agreement and the 2001 Incentive Stock Plan (2011 or 2018 Restatement, as applicable). The descriptions below indicate the compensation determinations with respect to Mr. Nesi for 2025, 2024 and 2023. All amounts except percentages below are expressed in millions of dollars, rounded to the nearest $10,000; all percentages are rounded to the nearest whole percent. For differences between the description below and the Summary Compensation Table, see page 46, Summary Compensation Table Treatment of Timing of Compensation. For 2025, during which Mr. Nesi retired mid-year, he received: a base salary of 0.15 (reflecting Mr. Nesi’s partial year of service); a cash bonus of 5.85; no RSUs, RSAs, Debentures and Restricted Cash; no PRSUs; and no LTRSUs; resulting in no subtotal at risk and total compensation of 6.00. Expressed as realized compensation related to at-risk compensation, this is: 6.00 of realized compensation (100% of total compensation and a 176% change over the prior year’s realized compensation); and no at-risk compensation (0% of total compensation and a –100% change over the prior year’s at-risk compensation.) Components of 2025 compensation for Mr. Nesi, expressed as percentages of total compensation were: 3% of salary and 97% of cash bonus. For 2024, Mr. Nesi received: a base salary of 0.30; a cash bonus of 3.10; 1.55 in RSUs, RSAs, Debentures and Restricted Cash; 1.55 in PRSUs; and no LTRSUs; resulting in a subtotal at risk of 3.10 and total compensation of 6.00. Expressed as realized compensation related to at-risk compensation, this is: 3.40 of realized compensation (52% of total compensation and a 174% change over the prior year’s realized compensation); and 3.10 of at-risk compensation (48% of total compensation and a –18% change over the prior year’s at-risk compensation.) For 2023, Mr. Nesi received: a base salary of 0.30; a cash bonus of 0.94; 1.88 in RSUs, RSAs, Debentures and Restricted Cash; 1.88 in PRSUs; and no LTRSUs; resulting in a subtotal at risk of 3.76 and total compensation of 5.00. Expressed as realized compensation related to at-risk compensation, this is: 1.24 of realized compensation (25% of total compensation and a –46% change over the prior year’s realized compensation); and 3.76 of at-risk compensation (75% of total compensation and a –44% change over the prior year’s at-risk compensation.)

  39. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | What We Do and Don’t Do | | | • Emphasize annual incentive compensation tied to Company and individual performance • Encourage stock ownership by deferring a portion of annual compensation in the form of RSUs and PRSUs and award long-term incentives with multi-year vesting periods of typically five years • Maintain stock ownership guidelines; currently, all executives exceed these guidelines • Focus executive officers on our long-term performance with the award of PRSUs based in significant part on ROCE performance • Utilize a formal process and incentive framework to set executive officer compensation • “Double trigger” on equity awards • Retain an independent compensation consultant • Conduct annual risk review • Engage with shareholders | X No excise tax “gross-ups” X No special CIC severance X No employment agreements X No SERPs X No hedging, short selling, or use of derivatives X Pledging by insiders requires Committee approval X No excessive perquisites X No repricing of options without shareholder approval X No option timing or pricing manipulation |

  40. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | • | The Committee determines the forms and proportions of compensation to align named executive officer compensation to Stifel’s long-term performance. |

  41. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | • | The Committee consults with an outside compensation consultant to provide market data in connection with its compensation determinations for our CEO and other named executive officers and for other guidance in the compensation decision-making process. |

  42. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | • | Equity-based awards comprise a significant portion of annual variable compensation for our named executive officers and are designed to ensure long-term alignment without the disadvantages of purely formulaic compensation. |

  43. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | Pay for Performance | Focus on Long-Term Shareholder Interests | Pay to Retain and Attract Talent | Maintain Compensation Governance | | • A substantial majority of named executive officer pay is based on performance and delivered through cash and equity vehicles tied to annual or multiple-year future performance or retention that align our interests with the interests of our shareholders • CEO pay reflects Company performance | • Our program encourages share ownership and includes performance measures that enhance long-term shareholder value • Since 1997, a significant portion of named executive officer pay is deferred or conditioned on retention and, along with our stock ownership guidelines, has led to significant share ownership | • Financial services is a highly competitive industry; we work to configure and size pay prudently to attract and retain top talent • The Committee reviews pay among competitors, but does not target a specific percentile when approving compensation for named executive officers | • The Committee is composed of 3 independent directors and met regularly in 2025 • The Committee utilizes the services of an independent compensation consultant • Independent consultant gathers competitive information on pay and performance so that the Committee is aware of current market developments and practices • The Committee monitors and assesses named executive officer performance in making year-end pay decisions • In evaluating our executive compensation program, the Committee annually considers shareholder advisory vote and feedback from its meetings with shareholders |

  44. 2025 COMPENSATION DETERMINATIONS FOR CURRENT NAMED EXECUTIVE OFFICERS

    | Peer Group | | | | Affiliated Managers Group Inc. Ameriprise Financial, Inc. Evercore Inc. Franklin Resources, Inc. Houlihan Lokey, Inc. | Invesco Ltd. Jefferies Financial Group Inc. Lazard Ltd. LPL Financial Holdings Inc. Moelis & Company | Northern Trust Corp. Piper Sandler Companies Raymond James Financial, Inc. T. Rowe Price Group, Inc. |

  45. KEY EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | Annual Variable Compensation | | | | | Cash Bonus | Debentures and Restricted Cash | RSUs and RSAs | PRSUs | | Provides a competitive annual incentive. Aligns executive with shareholder interests in annual performance. | Aligns executive with shareholder interests in annual performance. Encourages retention by vesting over 5 years. | Aligns executive with shareholder interests in both annual performance and subsequent share value growth. RSUs encourage retention by vesting over 5 years. RSAs encourage retention by becoming unrestricted over 5 years, generally on equivalent terms to RSUs. | Aligns executive with shareholder interests in both annual performance and share value growth. Encourages retention by vesting over 5 years. Value depends on achievement of objective, multi-year goals. Performance based: directly tied to achievement of specific goals over a 4-year period. | | • Varies annually based on Company and individual performance. • Structured to better align total pay with overall Company performance. • Tied to incentive framework, which includes key corporate, strategic and individual performance indications. • Decisions also based on individual goals and performance of business segment. • LTRSUs, which the Committee does not consider a routine part of annual variable compensation, are described on page 43. | | | |

  46. THE COMMITTEE’S PERSPECTIVE ON THE COMPENSATION ELEMENTS

    THE COMMITTEE’S PERSPECTIVE ON THE COMPENSATION ELEMENTS The following section describes the Committee’s views on how each element of compensation fits within the Committee’s perspective on short-term versus long-term incentives and within the Committee’s framework of “Realized” versus “At-risk” compensation. Base Salary, Cash The Committee views cash base salary as a short-term incentive and a component of “Realized” annual compensation. As such, we pay relatively low levels of cash base salary compared to the market due to our variable pay-for-performance philosophy. The Committee does not emphasize cash base salary; cash base salary for our executive officers has not materially increased in recent years. The cash base salary for our CEO has not increased since he joined Stifel as Chief Executive Officer in 1997. Annual Incentive Compensation The Committee has established an annual incentive compensation program for the named executive officers that provides a significant portion of the total annual compensation paid to each of the named executive officers. The objective of the annual incentive compensation portion of the executive compensation program is to provide cash and deferred compensation (PRSUs, RSUs, debentures and restricted cash), each component of which is variable and awarded based on the Committee’s assessments and discretion, using the process and framework described below, and in view of, first, the financial performance of our company and the business units in which the executive officer serves and, second, a qualitative evaluation of the individual executive officer’s performance for the year. No specific target levels of performance are set by the Committee to determine the annual incentive compensation of our named executive officers. Instead, the Committee determines the amount of each named executive officer’s annual incentive compensation based on the Committee’s subjective assessment of the Company (and in some cases, a particular business unit’s) performance relative to the qualitative and quantitative performance indicators used by the Committee to evaluate performance.

  47. THE COMMITTEE’S PERSPECTIVE ON THE COMPENSATION ELEMENTS

    | Components of Annual Incentive Compensation | | | | Cash | Time-based deferred compensation | Performance-based deferred compensation | | Cash, which the Committee views as a short-term incentive and a component of Realized annual compensation. | Time-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, such compensation has been a combination of restricted stock units, debentures and restricted cash. | Performance-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, performance-based deferred compensation has been in the form of PRSUs. |

  48. PAY STRUCTURE AND RISK MITIGATION

    | Performance-Based Restricted Stock Units, PRSUs |

  49. PAY STRUCTURE AND RISK MITIGATION

    Performance-based Restricted Stock Units (PRSUs), the Company’s metrics-based equity vehicle, have in recent years been awarded annually. PRSUs are earned over a four-year performance period based on achieving pre-determined performance objectives. Any resulting shares for PRSUs granted as part of 2025 compensation will be delivered in early 2030 for 80% of the earned award, and in early 2031 for the remaining 20% of the earned award. Similar to ordinary RSUs, PRSUs are granted based on the share price at grant date. For the 2026-2029 performance cycle used for the 2026 awards of PRSUs as part of our named executive officers’ 2025 compensation, the Committee selected the following performance criteria for all executive officers:

  50. PAY STRUCTURE AND RISK MITIGATION

    | • | Total Shareholder Return, Relative to Peers’ total shareholder returns (Relative TSR) |

  51. PAY STRUCTURE AND RISK MITIGATION

    For each criterion, there is a “Target”. Associated with each Target are a lower “Threshold” and a higher “Maximum”, noted below. Relative TSR is measured once directly. Performance under each other criterion is evaluated by constructing the arithmetic average of four years of the relevant annual performance results (the “realized performance”). For each year for these other criteria, the result is taken over (measured from beginning to end of) the calendar year. The realized performance is then compared to the Threshold, Target and Maximum associated with that criterion and scored as follows:

  52. PAY STRUCTURE AND RISK MITIGATION

    | • | Realized performance equal to or below the Threshold is scored as (1)⁄3 (except Relative TSR, scored as (4)⁄5). |

  53. PAY STRUCTURE AND RISK MITIGATION

    | • | Realized performance between the Target and the Threshold is interpolated on a straight line basis between the Target score and the Threshold score. |

  54. PAY STRUCTURE AND RISK MITIGATION

    | • | Realized performance equal to or above the Maximum is scored as 1(2)⁄3 (except Relative TSR, scored as 1(1)⁄5). |

  55. PAY STRUCTURE AND RISK MITIGATION

    | THE BOARD’S RETENTIVE LONG-TERM RSU GRANTS FOR 2025 |

  56. PAY STRUCTURE AND RISK MITIGATION

    | OTHER PAY ELEMENTS: RSUS, RSAS, DEBENTURES AND RESTRICTED CASH |

  57. PAY STRUCTURE AND RISK MITIGATION

    Clawback and Recoupment Policies In 2023, the Company adopted a compensation recovery policy applicable to certain executive officers’ incentive-based compensation received beginning in early October 2023. This policy is designed to comply with related New York Stock Exchange listing standards and Securities & Exchange Commission rules. Under the policy, in the event of an accounting restatement, the Company will promptly recover from certain current or former executive officers any erroneously awarded cash-based or equity-based compensation paid on the basis of the achievement of financial performance measures, consistent with the policy’s provisions. The policy is available as an exhibit to the Company’s Form 10-K. In addition, the Company’s undelivered restricted stock units (including RSUs and PRSUs), debentures and share grants continue to be subject to longstanding provisions that could result in forfeiture as a result of engaging in conduct detrimental to Stifel, including any action that results in a restatement of the financial statements of Stifel. Risk Input to Named Executive Officer Pay Decisions The Committee solicits input from the CFO and the Company’s Enterprise Risk Management group in the course of making its pay decisions. We believe that this input enables the Committee, when appropriate, to hold executives accountable for material actions or items that harm current or future performance, or put performance at undue risk. The Company’s Enterprise Risk Management group conducts wide-ranging risk identification, mitigation, monitoring and management functions within the Company, and helps to inform the Committee as to the relevance of executive officer actions to the risk profile of the business lines of the Company. At-Will Employment of Executive Officers None of our executive officers, including our chief executive officer and our chief financial officer, currently has a written employment agreement with the Company, and each is thus employed by us on an ‘‘at will’’ basis. Treatment of Dividends Employee-owned common shares receive dividends in the same manner as any other common shares. RSAs also receive dividends, which are paid in cash in the same manner as common shares. RSUs (including PRSUs) receive dividend-equivalents in the form of either cash or additional units with the same vesting, delivery, timing and other attributes as the underlying units. Use of Compensation Consultants The Committee retains an independent compensation consultant, which reports directly to the Committee, attends Committee meetings, and provides executive compensation related services. The compensation consultant’s services include reviewing this compensation discussion and analysis, advising on compensation program and peer company selection, providing market data on executive compensation trends and executive officer compensation levels, and assisting the Committee with evaluation of pay-for-performance alignment. Deferred Compensation Grids In 2025, the Committee used the following grid as a basis for setting deferrals for employees receiving incentive compensation, other than named executive officers, commission-based employees, certain Institutional Group managing directors, and certain other senior and executive officers. Employees receiving deferred compensation in accordance with the following grid are predominantly in our institutional and administrative groups, for which deferred compensation is 5 year, ratable annual vesting, and consists of 35% restricted stock units and 65% deferred cash debentures.

  58. PAY STRUCTURE AND RISK MITIGATION

    Certain Institutional Group managing directors received a substantial part of their non-salary compensation in restricted cash. Incentive compensation deferrals for our commission-based employees are generally 5% of production over $400,000 and 6% of production over $1,500,000 in our private client group and, in our institutional group, up to 15% of the payout on specific products over tiered thresholds. Anti-Hedging, Anti-Pledging and other Officer and Employee Trading Policies Our insider trading policy prohibits our executive officers from margin purchases and short selling of, or dealing in publicly traded options in or derivatives of our common stock. Additionally, the Company maintains a policy under which any new pledging of our common stock by such persons will require the approval of the Committee. Our directors and executive officers hold no shares in margin accounts and have pledged no shares to third parties. We also prohibit each employee, including each executive officer, from margin purchases, short sales, solicited transactions, issuance of research or market letters, active market making tactics. Insider trading is prohibited and, for covered employees including our executive officers, trading of any kind is prohibited during the period beginning five calendar days and ending one business day after each quarterly or annual financial report by the Company. Double Triggers Our award agreements with executive officers for deferred compensation issued since 2010 maintain the requirement of “double triggers” on the accelerated vesting of awards in the event of a change in control, meaning that an executive officer must actually be terminated following the change in control before vesting will be accelerated unless the Committee grants exceptions in individual cases. None of our executive officer deferred compensation vests automatically upon a change in control, nor does any executive officer have an agreement providing for guaranteed payments, severance, or “golden parachute” payments. Perquisites and Personal Benefits Our named executive officers have the perquisites and other personal benefits described in more detail in the Summary Compensation Tables beginning on page 47. The Company does not reimburse non-accountable expenses. Retirement Plans and Health and Welfare Plans We sponsor a profit sharing plan, the 401(k) Plan, in which all eligible employees, including the named executive officers, may participate. We currently match up to $1,000 of each employee’s contribution to the 401(k) Plan (or up to $3,000 matched for employees earning less than $250,000 per year). Employee stock ownership contributions for a particular year are based upon each individual’s calendar year earnings up to a maximum prescribed by the Internal Revenue Code. Full-time employees, including the named executive officers, participate in the same broad-based, market-competitive health and welfare plans (including medical, prescription drug, dental, vision, life, and disability insurance). These benefits are available to the named executive officers on the same basis as they are made available to all other full-time employees. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code currently provides that compensation in excess of $1 million paid in a taxable year to any individual who is a “covered employee”, including the named executive officers, will generally be non-deductible for federal income tax purposes. The Committee recognizes the impact of this non-deductibility on the compensation that it intends to award, but structures compensation in a manner appropriate and consistent with the Company’s executive compensation program. The Committee also recognizes that the expansion of covered employees to which Section 162(m) applies becomes effective in 2027.

  59. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION Pursuant to SEC rules, the Summary Compensation Table (SCT) must account for equity-based awards during the year of grant, even if awarded for services in the prior year. However, SEC rules require the SCT to include other incentive compensation to be included in the year earned, even if granted during the next year. By contrast, the Committee, as reflected in the CD&A, considers all performance-based executive compensation to be compensation for the year of performance. Generally, we grant equity-based awards and debentures, and pay any cash and restricted cash incentive compensation for a particular year shortly after that year’s end. As a result, annual equity-based awards, debentures and cash incentive compensation are disclosed in each row of the Summary Compensation Table as follows: 2025

  60. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2025. |

  61. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Restricted Cash of our named executive officers for 2025. |

  62. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs and RSUs of our named executive officers for 2024. |

  63. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    2024

  64. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2024. |

  65. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Debentures of our named executive officers for 2024. |

  66. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs and RSUs of our named executive officers for 2023. |

  67. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    2023

  68. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2023. |

  69. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Debentures of our named executive officers for 2023. |

  70. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs, RSAs and RSUs of our named executive officers for 2022. |

  71. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents summary information concerning compensation earned in the 2025, 2024, and 2023 fiscal years by our CEO, CFO and each of our other three most highly compensated executive officers employed at the end of 2025 for services rendered to us and our subsidiaries. Pursuant to SEC rules, the 2025 Summary Compensation Table is required to include for a particular year only those equity-based awards granted during that year, rather than awards granted after that year’s end, even if awarded for services in that year. SEC rules require disclosure of cash incentive compensation to be included in the year earned, even if payment is made after year-end. A summary of the Committee’s decisions on the compensation awarded to our named executive officers for 2025 performance (which, in accordance with SEC rules, are in large part not reflected in the 2025 Summary Compensation Table) can be found in the “Compensation Discussion and Analysis” beginning on page 22.

  72. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | All Other Compen- sation (3) | Total ($) | | Ronald J. Kruszewski Chairman and Chief Executive Officer | 2025 | 200,000 | 8,900,000 | 8,880,000 | 928,297 | 18,908,297 | | | 2024 | 200,000 | 5,920,000 | 9,040,000 | 922,515 | 16,082,515 | | | 2023 | 200,000 | 2,260,000 | 10,000,000 | 822,055 | 13,282,055 | | James M. Zemlyak President and Head of Global Wealth Management | 2025 | 300,000 | 5,820,000 | 4,400,000 | 403,537 | 10,923,537 | | | 2024 | 300,000 | 4,100,000 | 3,900,000 | 422,255 | 8,722,255 | | | 2023 | 300,000 | 2,600,000 | 5,200,000 | 394,465 | 8,494,465 | | Thomas B. Michaud Senior Vice President | 2025 | 300,000 | 6,090,000 | 2,665,000 | 198,526 | 9,253,526 | | | 2024 | 300,000 | 2,035,000 | 1,350,000 | 199,174 | 3,884,174 | | | 2023 | 300,000 | 1,350,000 | 2,200,000 | 207,321 | 4,057,321 | | C. Brad Raymond Co-Head of Institutional Group | 2025 | 300,000 | 2,820,000 | 2,665,000 | 283,230 | 6,068,230 | | James M. Marischen Chief Financial Officer | 2025 | 300,000 | 2,580,000 | 1,620,000 | 128,162 | 4,628,162 | | | 2024 | 300,000 | 1,980,000 | 1,360,000 | 129,231 | 3,769,231 | | | 2023 | 300,000 | 1,340,000 | 1,300,000 | 112,452 | 3,052,452 | | Victor J. Nesi Co-President and Head of Institutional Group (retired July 2025) | 2025 | 150,000 | 5,850,000 | 3,100,000 | 512,821 | 9,612,821 | | | 2024 | 300,000 | 3,100,000 | 3,760,000 | 549,173 | 7,709,173 | | | 2023 | 300,000 | 940,000 | 5,600,000 | 541,676 | 7,381,676 |

  73. SUMMARY COMPENSATION TABLE

    | (1) For the year ended December 31, 2025, Messrs. Kruszewski, Zemlyak, Michaud, Raymond, Marischen and Nesi received the entire amount shown in cash. For the year ended December 31, 2024, Messrs. Kruszewski, Zemlyak, Michaud, Marischen and Nesi received $5,920,000, $4,100,000, $1,850,000, $1,800,000 and $3,100,000 in cash and $0, $0, $185,000, $180,000 and $0 in restricted cash, respectively. For the year ended December 31, 2023, Messrs. Kruszewski, Zemlyak, Michaud, Marischen and Nesi received $2,260,000, $2,600,000, $540,000, $1,150,000 and $940,000 in cash and $0, $0, $810,000, $190,000 and $0 in restricted cash, respectively. For more information regarding the material terms of the debentures, see “Additional Information about the Compensation Paid to the Named Executive Officers” on page 50. Interest earned on debentures is reflected in the “All Other Compensation” column and in the table accompanying note 3. |

  74. SUMMARY COMPENSATION TABLE

    | (2) Amounts included for 2025 represent the grant date fair value of RSUs and PRSUs, granted in March 2025 for services in 2024. Amounts included for 2024 represent the grant date fair value of RSUs and PRSUs, granted in March 2024 for services in 2023. Amounts included for 2023 represent the grant date fair value of RSUs, RSAs and PRSUs, granted in February 2023 for services in 2022. The grant date fair value of |

  75. SUMMARY COMPENSATION TABLE

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 47 |

  76. SUMMARY COMPENSATION TABLE

    | these awards, for all years presented, were determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), excluding, in respect of PRSUs, the effect of estimated forfeitures. The awards were granted under our 2001 Incentive Stock Plan (2011 or 2018 Restatement, as applicable), discussed in further detail in the section entitled “Compensation Discussion and Analysis,” including units granted as long-term incentive awards. The grant date fair values of the PRSUs granted in 2025, 2024 and 2023, assuming the highest level of performance is achieved is, respectively: for Mr. Kruszewski, $8,880,000, $9,040,000 and $10,000,000; for Mr. Zemlyak, $4,100,000¸ $3,900,000 and $5,200,000; for Mr. Michaud, $1,665,000, $1,350,000 and $2,200,000; for Mr. Raymond, $1,665,000 (2025); for Mr. Marischen, $1,620,000¸$1,360,000 and $1,300,000 and, for Mr. Nesi, $3,100,000, $3,760,000 and $5,600,000. Consistent with the accounting standards noted above, each of these PRSU awards are reflected in the table above assuming the target level of performance is achieved; for each award, this is half the “highest level” amount reflected in the preceding sentence. The awards are valued at the closing price of our common stock on the date of grant or, in 2025, such closing price rounded to the nearest whole dollar amount. The grant date fair values of the PRSUs granted in 2025 are further detailed in the description of “2025 Grants of Plan-Based Awards”, below. |

  77. SUMMARY COMPENSATION TABLE

    | (3) All Other Compensation for 2025 includes the following: |

  78. SUMMARY COMPENSATION TABLE

    | Name | Company’s Matching Contribution to Profit Sharing 401(k) Plan ($) | Personal and Family Transport ($) | Dividends ($) (1) | Interest on Debentures ($) (2) | Life Insurance ($) | Total Benefits ($) | | Ronald J. Kruszewski | 1,000 | 81,794 | 724,058 | 100,170 | 21,275 | 928,297 | | James M. Zemlyak | 1,000 | 6,548 | 337,979 | 58,010 | — | 403,537 | | Thomas B. Michaud | 1,000 | — | 166,291 | 31,235 | — | 198,526 | | C. Brad Raymond | 1,000 | — | 233,714 | 48,516 | — | 283,230 | | James M. Marischen | 1,000 | — | 110,003 | 17,159 | — | 128,162 | | Victor J. Nesi | 1,000 | 36,075 | 353,216 | 122,530 | — | 512,821 | | (1) Reflects the value of dividends paid in 2025 on account of RSUs, PRSUs, and RSAs. (2) Includes interest on cash account composed of debentures and unpaid dividends. (3) Mr. Nesi is entitled to but waived SBIC fund-related payments in respect of his participation in its GP and management. | | | | | | |

  79. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards received during the fiscal year ended December 31, 2025, for the named executive officers.

  80. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Potential Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Awards: Number of Units or Shares of Stock(2) | Grant Date Fair Value ($)(1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Ronald J. Kruszewski | March 6, 2025 | 18,066 | 67,662 | 135,325 | 67,662 | 8,880,000 | | James M. Zemlyak | March 6, 2025 | 8,341 | 31,240 | 62,481 | 35,812 | 4,400,000 | | Thomas B. Michaud | March 6, 2025 | 3,387 | 12,687 | 25,373 | 27,926 | 2,665,000 | | C. Brad Raymond | March 6, 2025 | 3,387 | 12,687 | 25,373 | 27,926 | 2,665,000 | | James M. Marischen | March 6, 2025 | 3,296 | 12,344 | 24,688 | 12,344 | 1,620,000 | | Victor J. Nesi | March 6, 2025 | 6,307 | 23,621 | 47,242 | 23,621 | 3,100,000 |

  81. GRANTS OF PLAN-BASED AWARDS

    | (1) The grant date fair values are calculated in accordance with ASC 718, and, with respect to PRSUs, based upon the probable outcome of the applicable performance conditions without regard to the effect of estimated forfeitures. The minimum actual award relating to PRSUs is approximately 26.7% of the grant date fair value amount and the maximum actual award is 200% of the grant date fair value amount. For |

  82. GRANTS OF PLAN-BASED AWARDS

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 48 |

  83. GRANTS OF PLAN-BASED AWARDS

    | Mr. Kruszewski, this figure is composed of $4,400,000 in PRSUs and $4,400,000 in RSUs. For Mr. Zemlyak, this figure is composed of $2,050,000 in PRSUs and $2,350,000 in RSUs in RSUs. For Mr. Raymond, this figure is composed of $832,500 in PRSUs and $1,832,500 in RSUs. For Mr. Michaud, this figure is composed of $832,500 in PRSUs and $1,832,500 in RSUs. For Mr. Marischen this figure is composed of $810,000 in PRSUs and $810,000 in RSUs. For Mr. Nesi, this figure is composed of $1,550,000 in PRSUs and $1,550,000 in RSUs. The method by which the Threshold, Target and Maximum are determined is described beginning on page 41. |

  84. GRANTS OF PLAN-BASED AWARDS

    | (2) Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026. Represents the total number of stock units (other than equity incentive plan awards) granted to each named executive officer during the 2025 fiscal year. The stock units were part of the named executive officers’ annual and long-term incentive compensation. The components of the total stock unit awards and associated fair values are set forth below. |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning the number of exercisable and unexercisable stock awards at December 31, 2025, held by the individuals named in the 2025 Summary Compensation Table. No exercisable and unexercisable stock awards were outstanding at December 31, 2025.

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Stock Units (Except Performance- Based) That Have Not Vested | | Restricted Shares That Have Not Vested | | Performance-Based Stock Units That Have Not Vested(1) | | | | Units (#) (2) | Market Value ($)(3) | Units (#) (2) | Market Value ($) (3) | Units (#) (2) | Market Value ($)(3) | | Ronald J. Kruszewski | 18,813(4) | 1,570,518 | 11,994(14) | 1,001,259 | 80,000(15) | 6,678,400 | | | 16,000(5) | 1,335,680 | | | 112,528(16) | 9,393,848 | | | 45,011(6) | 3,757,539 | | | 90,400(17) | 7,546,592 | | | 54,240(7) | 4,527,955 | | | 67,662(18) | 5,648,449 | | | 54,130(8) | 4,518,759 | | | | | | James M. Zemlyak | 8,466(4) | 706,733 | 5,402(14) | 450,917 | 34,000(15) | 2,838,320 | | | 6,800(5) | 567,664 | | | 58,515(16) | 4,884,801 | | | 23,406(6) | 1,953,920 | | | 39,000(17) | 3,255,720 | | | 23,400(7) | 1,953,432 | | | 31,240(18) | 2,607,955 | | | 29,107(8) | 2,429,851 | | | | | | C. Brad Raymond | 4,703(9) | 392,630 | | | 35,000(19) | 2,921,800 | | | 7,000(10) | 584,360 | | | 45,911(20) | 3,832,690 | | | 18,365(11) | 1,533,076 | | | 13,600(21) | 1,135,328 | | | 8,160(12) | 681,196 | | | 12,687(18) | 1,059,084 | | | 23,865(8) | 1,992,224 | | | | | | Thomas B. Michaud | 3,998(4) | 333,735 | | | 17,500(15) | 1,460,900 | | | 3,500(5) | 292,180 | | | 24,756(16) | 2,066,647 | | | 9,902(6) | 826,659 | | | 13,500(17) | 1,126,980 | | | 8,100(7) | 676,188 | | | 12,687(18) | 1,059,084 | | | 23,865(8) | 1,992,223 | | | | | | James M. Marischen | 755(13) | 63,031 | | | 8,500(15) | 709,580 | | | 2,352(4) | 196,315 | | | 14,629(16) | 1,221,200 | | | 1,700(5) | 141,916 | | | 13,600(17) | 1,135,328 | | | 5,851(6) | 488,480 | | | 12,344(18) | 1,030,460 | | | 8,160(7) | 681,197 | | | | | | | 9,875(8) | 824,368 | | | | | | Victor J. Nesi | 10,347(4) | 863,785 | 6,599(14) | 550,843 | 40,000(15) | 3,339,200 | | | 8,000(5) | 667,840 | | | 63,016(16) | 5,260,555 | | | 25,206(6) | 2,104,222 | | | 37,600(17) | 3,138,848 | | | 22,5607) | 1,883,309 | | | 23,621(18) | 1,971,868 | | | 18,897(8) | 1,577,495 | | | | |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) PRSUs are included in this column at the “Target” level, but may vest at between 26.7% and 200% of the “Target” level, as more fully described beginning on page 41. |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Rounded to the nearest whole number. Vesting and payment are subject to the terms of the underlying award. Unless otherwise noted, vesting or payment is ratable yearly on even dates to the date of completed vesting. |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Market Value is based on the closing price of $83.48 per share of our common stock on December 31, 2025. |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Granted January 28, 2021; vesting completed on January 28, 2026. |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Granted February 18, 2022; vesting completes on January 1, 2027. |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Granted March 21, 2023; vesting completes on January 1, 2028. |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Granted March 8, 2024; vesting completes on January 1, 2029. |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Granted March 6, 2025; vesting completes on January 1, 2030. |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Granted March 4, 2021; vesting completed on March 4, 2026. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) Granted March 3, 2022; vesting completed on January 1, 2026. |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) Granted March 2, 2023; vesting completes on January 1, 2028. |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (12) Granted March 11, 2024; vesting completes on January 1, 2029. |

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (13) Granted March 2, 2018; vesting completes on January 1, 2028. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (14) Granted February 18, 2022; vesting completed on January 28, 2026. |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (15) Granted February 18, 2022; 80% of vesting completes on February 19, 2026 and 20% vests on February 19, 2027. |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (16) Granted February 21, 2023; 80% of vesting completes on February 19, 2027 and 20% vests on February 21, 2028. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (17) Granted March 8, 2024; 80% of vesting completes on March 8, 2028 and 20% vests on March 8, 2029. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (18) Granted March 6, 2025; 80% of vesting completes on March 6, 2029 and 20% vests on March 6, 2030. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (19) Granted March 3, 2022; 80% of vesting completes on February 19, 2026 and 20% vests on February 19, 2027. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (20) Granted March 2, 2023; 80% of vesting completes on February 19, 2027 and 20% vests on February 21, 2028. |

  107. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (21) Granted March 11, 2024; 80% of vesting completes on March 8, 2028 and 20% vests on March 8, 2029. |

  108. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 51 |

  109. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED The following table sets forth certain information concerning stock v est ed, for RSAs, or converted, for RSUs, during the year ended December 31, 2025. None of the named executive officers held stock options at any time in 2025.

  110. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | Name | Number of Shares Acquired on Vesting/Conversion (#) (1) | Value Realized on Vesting/Conversion ($ (2) | | Ronald J. Kruszewski | 182,243 | 13,518,149 | | James M. Zemlyak | 84,111 | 6,232,161 | | Thomas B. Michaud | 42,662 | 3,134,880 | | C. Brad Raymond | 54,524 | 3,767,332 | | James M. Marischen | 27,653 | 2,025,993 | | Victor J. Nesi | 97,004 | 7,207,457 |

  111. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (1) Numbers of shares is composed of both stock vested, for RSAs, and converted into shares, for RSUs. |

  112. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (2) These figures represent the dollar value of gross units settled in our common stock by the named executive officers. |

  113. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information con cerni ng contributions, earnings, and balances under nonqualified deferred contribution plans for the named executive officers:

  114. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Balance at Beginning of Year ($) | Executive Contribution in Last FY ($) (1) | Registrant Contributions in Last FY | Aggregate Earnings / (Losses) in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) (3) | Aggregate Balance at End of Year ($) | | Ronald J. Kruszewski | 45,419,001 | 8,880,000 | – | 11,763,214 | (13,518,149) | 52,544,066 | | James M. Zemlyak | 21,173,779 | 4,100,000 | 300,000 | 5,509,793 | (6,232,161) | 24,851,411 | | Thomas B. Michaud | 9,551,336 | 1,665,000 | 1,000,000 | 2,627,198 | (3,134,880) | 11,708,654 | | C. Brad Raymond | 14,693,564 | 1,665,000 | 1,000,000 | 3,161,702 | (3,767,332) | 16,752,934 | | James M. Marischen | 6,686,539 | 1,620,000 | – | 1,721,102 | (2,025,993) | 8,001,558 | | Victor J. Nesi | 23,000,583 | 3,100,000 | – | 5,669,446 | (7,207,457) | 24,562,572 |

  115. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amounts listed in this column represent the annual incentive compensation paid to our named executive officers, which are mandatorily deferred under the Stifel Wealth Accumulation Plan and are included within the “Stock Awards” column of the Company’s 2025 Summary Compensation Table. |

  116. NONQUALIFIED DEFERRED COMPENSATION

    | (2) The amounts in this column represent, as applicable, (a) the change in market value of the Company’s common stock during the last fiscal year and (b) the difference between closing price of our common stock on December 31, 2025 and the fair value of incentive stock awards on the date of conversion. |

  117. NONQUALIFIED DEFERRED COMPENSATION

    | (3) The amounts in this column represent the fair value of incentive stock awards on the date of conversion. |

  118. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information concerning compensation earned by our non-employee directors in fiscal year 2025. Directors who also serve as our employees, inside directors, do not receive additional compensation for their service as directors of either the Company or any of its subsidiaries, although we do reimburse them for their travel and similar expenses incurred to attend Board meetings. This policy applies to Messrs. Kruszewski and Weisel, who have served as both directors and executive officers. Non-employee directors are also reimbursed for their travel and similar expenses incurred to attend Board meetings. Information about the 2025 compensation earned or paid to Messrs. Kruszewski and Nesi in their capacities as executive officers of the Company is disclosed in the 2025 Summary Compensation Table because they are named executive officers for purposes of this Proxy Statement. All references to “Stock Units” in this section are to RSUs.

  119. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Unit Awards ($)(3) | Total ($) | | Adam T. Berlew | 110,000 | 175,000 | 285,000 | | Maryam S. Brown | 110,000 | 175,000 | 285,000 | | Michael W. Brown | 110,000 | 175,000 | 285,000 | | Lisa L. Carnoy | 110,000 | 175,000 | 285,000 | | Robert E. Grady (4) | — | — | — | | James P. Kavanaugh | 110,000 | 175,000 | 285,000 | | Maura A. Markus | 140,000 | 175,000 | 315,000 | | Victor J. Nesi (5) | — | — | — | | David A. Peacock | 180,000 | 175,000 | 355,000 | | Michael J. Zimmerman | 145,000 | 175,000 | 320,000 |

  120. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 53 |

  121. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Total Stock Units outstanding but not yet converted to shares, as of December 31, 2025, are: Mr. Berlew, 2,812; Ms. Maryam Brown, 2,812; Mr. Michael Brown, 2,812; Ms. Carnoy, 0; Mr. Grady, 0; Mr. Kavanaugh, 2,812; Ms. Markus, 2,812; Mr. Peacock, 2,812; Mr. Zimmerman, 2,812. |

  122. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) In addition to an annual cash retainer of $110,000 for serving as a director, the various committee chairs and the lead independent director were awarded additional cash retainers as follows: Lead Independent Director, $40,000; Audit Committee Chair, $35,000; and Committee Chairs, $30,000. |

  123. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) In addition to an annual cash retainer of $110,000, each non-employee director was issued the equivalent of $175,000 in stock units on June 5, 2025. The units vest on a quarterly basis over a one-year period. Amounts stated reflect the aggregate grant date fair value computed in accordance with ASC 718. |

  124. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) Mr. Grady waived compensation in an abundance of caution to ensure compliance with policies of Summit Partners, an entity unaffiliated with the Company. Mr. Grady is an advisory partner of Summit Partners. |

  125. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (5) Mr. Nesi became a member of the board of directors following his retirement as Co-President and Head of the Institutional Group of the Company in July of 2025. He received no compensation as a director during 2025, but did receive compensation during 2025 as an employee and named executive office. That compensation is described with the information regarding named executive officers in these tables. |

  126. NON-EMPLOYEE DIRECTOR COMPENSATION

    Grants of RSUs to non-employee directors of the Company are generally granted annually and vest on a quarterly basis over a one-year period. As approved by the Board, the annual stock retainer payable to each non-employee director includes an award of the equivalent of $175,000 in stock units and $110,000 cash. In addition, the Lead Independent Director receives $40,000, the Audit Committee Chair receives $35,000, and each other Committee Chair receives $30,000, for services in each such capacity. Each non-employee director also receives reimbursement of travel and similar expenses incurred to attend Board meetings. Directors who are also our employees do not receive any compensation for their service as directors of the Company or its subsidiaries, but we reimburse their expenses for attendance at meetings of the Board. There are two such directors: Mr. Kruszewski, whose compensation as our CEO is described as required elsewhere, and Mr. Weisel, who is an executive officer, but not a named executive officer.

  127. CEO PAY RATIO

    CEO PAY RATIO The following table sets forth the median of the 2025 total compensation of all employees of Stifel other than the CEO, the 2025 total compensation of the CEO, and the ratio of these two amounts, each as determined in accordance with I te m 402(u) of SEC Regulation S-K.

  128. CEO PAY RATIO

    | | Year | Salary | Bonus | Stock Awards | All Other Compensation | Total | | Ronald J. Kruszewski | 2025 | $200,000 | $8,900,000 | $8,880,000 | $928,297 | $18,908,297 | | Median Employee | 2025 | $125,040 | $2,800 | — | $3,000 | $130,840 | | CEO Pay Ratio: 145 to 1 | | | | | | |

  129. CEO PAY RATIO

    The median employee was determined as of December 31, 2025 and by utilizing the gross wages as reported on each employee’s IRS Form W-2, in the United States, or as reported on analogous forms outside the United States. In determining the median employee, we excluded employees who operated in jurisdictions outside of the United States and the United Kingdom and who are less than 5% of our total employees, consisting of 581 employees in 12 foreign jurisdictions. The total number of employees that operated within the United States and the United Kingdom at the end of 2025 was 8,742. The total number of employees used for our de minimis calculation was 11,096 employees. Compensation figures shown here are calculated in accordance with applicable regulatory guidance and do not reflect the Committee’s perspective on compensation, described in the discussion beginning on page 40. Discussion of the key differences between calculations made according to applicable regulatory guidance and the Committee’s perspective on compensation begins on page 46.

  130. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets fo rt h the compensation comparisons to selected company and peer performance measures, in each case as determined in accordance with Item 402(v) of SEC Regulation S-K. The “Compensation Actually Paid” and other compensation figures shown here are calculated in accordance with applicable regulatory guidance and do not reflect the Committee’s perspective on compensation, including as actually paid. The Committee’s perspective is described in the discussion beginning on page 40. A discussion of the key differences between calculations made according to applicable regulatory guidance and the Committee’s perspective on compensation begins on page 46.

  131. PAY VERSUS PERFORMANCE

    | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Share- holder Return (4) | Peer Group Total Share- holder Return (4, 5) | Net Income (6) | Non-GAAP Pre-Tax Net Income (7) | | 2025 | $18,908,297 | $42,810,658 | $ 8,097,255 | $ 15,870,606 | $271 | $181 | $646,498,000 | $988,692,000 | | 2024 | $16,082,515 | $36,380,513 | $6,021,208 | $12,176,817 | $226 | $173 | $694,098,000 | $999,981,000 | | 2023 | $13,282,055 | $18,009,279 | $5,746,478 | $7,304,401 | $144 | $133 | $485,255,000 | $769,914,000 | | 2022 | $12,865,048 | $8,864,980 | $5,599,912 | $4,201,855 | $120 | $120 | $624,874,000 | $952,215,000 | | 2021 | $13,555,232 | $ 24,502,825 | $7,212,128 | $ 11,194,182 | $141 | $142 | $789,271,000 | $1,132,395,000 |

  132. PAY VERSUS PERFORMANCE

    | (1) For each year from 2021 through 2025, our PEO was Ronald J. Kruszewski and the non-PEO NEOs were James M. Zemlyak, Victor J. Nesi, Thomas B. Michaud and James M. Marischen. For 2025, C. Brad Raymond was also a non-PEO NEO. |

  133. PAY VERSUS PERFORMANCE

    | (2) See the Summary Compensation Table, page 47. |

  134. PAY VERSUS PERFORMANCE

    | (3) The following table details the adjustments that were made to SCT values to determine Compensation Actually P a id (CAP), as presented in the above table. Fair value was computed consistently with the fair value methodology used to account for share-based payments in the Company’s financial statements. All amounts shown for non-PEO NEOs are averages. |

  135. PAY VERSUS PERFORMANCE

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 56 |

  136. PAY VERSUS PERFORMANCE

    | | Executives | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | PEO | $18,908,297 | $16,082,515 | $13,282,055 | $12,865,048 | $13,555,232 | | | Non-PEO NEOs | $8,097,255 | $6,021,208 | $5,746,478 | $5,599,912 | $7,212,128 | | – Grant date fair value of stock awards granted in fiscal year | PEO | $(8,880,000) | ($9,040,000) | ($10,000,000) | ($8,000,000) | ($4,000,000) | | | Non-PEO NEOs | $(2,890,000) | ($2,592,500) | ($3,575,000) | ($2,500,000) | ($1,337,500) | | + Fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year | PEO | $11,296,848 | $12,786,246 | $10,375,093 | $6,226,094 | $5,630,220 | | | Non-PEO NEOs | $ 3,670,824 | $3,666,867 | $3,657,233 | $1,945,706 | $1,865,021 | | ± Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | PEO | $20,820,349 | $16,512,816 | $3,825,352 | ($2,046,115) | $7,056,993 | | | Non-PEO NEOs | $ 6,861,124 | $5,071,510 | $1,307,971 | ($803,217) | $2,796,338 | | + Fair value at vesting of stock awards granted in fiscal year that vested during fiscal year | PEO | - | - | - | - | - | | | Non-PEO NEOs | - | - | - | - | $17,483 | | ± Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | PEO | $665,164 | $38,936 | $526,779 | ($180,047) | $2,260,380 | | | Non-PEO NEOs | $131,403 | $9,733 | $167,719 | ($40,546) | $640,712 | | – Fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | PEO | - | - | - | - | - | | | Non-PEO NEOs | - | - | - | - | - | | + Dividends or other earnings paid on stock awards in the fiscal year prior to the vesting date that are not otherwise included in the total compensation for the fiscal year | PEO | - | - | - | - | - | | | Non-PEO NEOs | - | - | - | - | - | | CAP | PEO | $42,810,658 | $36,380,513 | $18,009,279 | $8,864,980 | $24,502,825 | | | Non-PEO NEOs | $ 15,870,606 | $12,176,817 | $7,304,401 | $4,201,855 | $11,194,182 |

  137. PAY VERSUS PERFORMANCE

    | (4) Total Shareholder Return is based on a $100 common equity investment at the close of December 31, 2020. |

  138. PAY VERSUS PERFORMANCE

    | (5) The Peer Group is as reported in the Company’s most recent Form 10-K, as required by Item 201(e) of Regulation S-K and as discussed above on page 38, and is composed of Affiliated Managers Group Inc., Ameriprise Financial, Inc., Evercore Inc., Franklin Resources, Inc., Houlihan Lokey, Inc., Invesco Ltd., Jefferies Financial Group Inc., Lazard Ltd., LPL Financial Holdings Inc., Moelis & Company, Northern Trust Corp., Piper Sandler Companies, Raymond James Financial, Inc. and T. Rowe Price Group, Inc. Cowen Inc. was removed the 2025 peer group list solely because its acquisition resulted in it no longer being in the Company’s line of business or industry. |

  139. PAY VERSUS PERFORMANCE

    | (6) See page 46. |

  140. PAY VERSUS PERFORMANCE

    | (7) See page 39. Item 402(v) of SEC Regulation S-K requires the Company to select and report exactly one performance measure that is both “most important” and not otherwise reported in the above table. The Company has selected this measure because it is the most important primary performance measure used by the Committee in considering NEO compensation. The other primary performance measures, to which the Committee accords great importance, are Non-GAAP Net Revenue and Non-GAAP diluted EPS. With respect to Non-GAAP Pre-Tax Net Income, calculations are adjusted for acquisition-related charges other than duplicative expenses and litigation-related expenses. The Committee’s perspective on these and other performance measures is described in more detail beginning on page 40. |

  141. PAY VERSUS PERFORMANCE

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 57 |

  142. PAY VERSUS PERFORMANCE

    As required by Item 402(v) of SEC Regulation S-K, and consistent with the Company’s Incentive Assessment Framework described on page 23, the following list sets forth, unranked, up to seven of the most important Company performance measures for linking executive compensation to Company performance:

  143. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Pre-Tax Net Income |

  144. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Net Revenue |

  145. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Diluted Earnings Per Share |

  146. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Return on Common Equity |

  147. PAY VERSUS PERFORMANCE

    | • | Total Shareholder Return |

  148. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Pre-Tax Margin on Net Revenues |

  149. PAY VERSUS PERFORMANCE

    | • | Book Value Per Share |

  150. PAY VERSUS PERFORMANCE

    The charts and below are based on the information presented in the Pay versus Performance table, to illustrate and describe the relationships between the Company’s PEO CAP and the average of the Company’s non-PEO NEO CAPs with the following measures of financial performance, against the covered fiscal ye ars: Total Shareholder Return ( TSR ), Net Income and Non-GAAP Pre-Tax Net Income. The first chart also illustrates the relationship between Company TSR and Peer Group TSR, as presented in the Pay versus Performance table. TSR figures are rounded to the nearest dollar. All other figures are rounded to the near est hun dre d-thousand dol lar s.

  151. PAY VERSUS PERFORMANCE

    | CAP versus Company T S R and peer Group TSR | CAP versus Net Income (Loss) | CAP versus Non-GAAP Pre-Tax Net Income (Loss) | | | | |

  152. PAY VERSUS PERFORMANCE

    | | Proxy Statement for the 2026 Annual Meeting of Shareholders | 58 |