Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 4, 2026, Stifel Financial Corp. (“Stifel”) entered into the Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with respect to its existing unsecured Credit Agreement, dated September 27, 2023, (the “Credit Agreement”), among Stifel and Stifel Nicolaus & Company, Incorporated (“Stifel Nicolaus”, and together with Stifel, the “Borrowers”) and a syndicate of lenders led by Bank of America, N.A., as administrative agent. Concurrently with, and conditional upon, the effectiveness of the Amended and Restated Credit Agreement, all of the commitments under the Borrowers existing Credit Agreement were terminated.
The Amended and Restated Credit Agreement has a maturity date of February 4, 2031, and provides for a committed unsecured revolving borrowing facility for maximum aggregate borrowings of up to $1.0 billion depending on the amount of outstanding borrowings of the Borrowers from time to time during the duration of the Amended and Restated Credit Agreement. The interest rates on borrowings under the Amended and Restated Credit Agreement are variable and are based on the Secured Overnight Financing Rate.
The Borrowers can draw upon this facility as long as certain restrictive covenants are maintained. Under the Amended and Restated Credit Agreement, the Borrowers are required to maintain compliance with a minimum consolidated tangible net worth covenant, as defined, and a maximum consolidated total capitalization ratio covenant, as defined. In addition, Stifel Nicolaus is required to maintain compliance with a minimum regulatory excess net capital percentage covenant, as defined, and Stifel’s bank subsidiaries are required to maintain their status as well-capitalized, as defined.
Upon the occurrence and during the continuation of an event of default, the Company’s obligations under the Amended and Restated Credit Agreement may be accelerated and the lending commitments thereunder terminated. The Amended and Restated Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, change of control, and judgment defaults.
The Borrowers are required to use the proceeds from the Amended and Restated Credit Agreement for working capital, short-term operating needs and general corporate purposes.
The foregoing summary of the Amended and Restated Credit Agreement is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. The following are filed as exhibits to this report. |
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Exhibit
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Description |
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| 10.1 |
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Amended and Restated Credit Agreement, dated as of February 4, 2026, among Stifel Financial Corp. and Stifel Nicolaus & Company, Incorporated, the Lenders party thereto, and Bank of America, N.A., as the Administrative Agent. * |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. |
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