Stifel Financial Corp (SF) CFO reports phantom unit grant and tax share move

Rhea-AI Filing Summary

Stifel Financial Corp’s Chief Financial Officer James M. Marischen reported equity award and related share transactions. He received 9,823 Phantom Stock Units at no cost based on a PRSU award agreement dated February 18, 2022, with 80 percent vested now and 20 percent vesting in one year.

He exercised 7,859 Phantom Stock Units, which were converted into 7,859 shares of common stock, both at a stated price of $0.00 per unit or share. To cover tax obligations on this equity, 3,463 common shares were disposed of at $120.49 per share as a tax-withholding transaction, not an open‑market sale.

Following these transactions, he directly holds 27,371 Phantom Stock Units, which have no expiration date and are currently exercisable, and 75,030 shares of Stifel common stock held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Marischen James M

(Last) (First) (Middle)

501 NORTH BROADWAY

(Street)

ST. LOUIS MO 63102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STIFEL FINANCIAL CORP [ SF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		7,859	A	$0	78,493	D
Common Stock	02/18/2026		F		3,463	D	$120.49	75,030	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	$0	02/18/2026		A		9,823		(1)	(2)	Common Stock	9,823	$0	27,371	D
Phantom Stock Units	$0	02/18/2026		M			7,859	(3)	(2)	Common Stock	7,859	$0	19,512	D

Explanation of Responses:

1. These units are being issued based on the PRSU award agreement dated February 18, 2022. Of these units, 80 percent are currently vested and the remaining 20 percent will vest in one year.

2. No expiration date for these Units

3. Currently exercisable.

	/s/ James Marischen	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Stifel Financial (SF) CFO James Marischen receive?

James Marischen received 9,823 Phantom Stock Units at no cost. The award is tied to a PRSU agreement dated February 18, 2022, with 80 percent vested immediately and the remaining 20 percent scheduled to vest in one year.

How many Stifel Financial (SF) phantom units and shares does the CFO now hold?

After the reported transactions, the CFO directly holds 27,371 Phantom Stock Units and 75,030 shares of common stock. The phantom units have no expiration date and are currently exercisable under the disclosed terms.

Did the Stifel Financial (SF) CFO sell shares on the open market?

No open-market sale was reported. The filing shows 3,463 common shares were disposed of at $120.49 per share specifically to satisfy tax withholding obligations related to the equity award and exercise, rather than as a discretionary market sale.

What transactions involving Phantom Stock Units did Stifel Financial (SF) report?

The CFO received 9,823 Phantom Stock Units and exercised 7,859 Phantom Stock Units into an equal number of common shares, all at a stated price of $0.00 per unit. These transactions reflect equity compensation and a derivative exercise.

When will the remaining Stifel Financial (SF) phantom units vest for the CFO?

According to the PRSU award terms dated February 18, 2022, 20 percent of the 9,823 newly issued Phantom Stock Units will vest in one year. The remaining 80 percent vested immediately under the reported grant conditions.

Are the Stifel Financial (SF) Phantom Stock Units currently exercisable?

Yes. The filing notes that the Phantom Stock Units are currently exercisable, and there is no expiration date for these units, providing ongoing flexibility within the parameters of the company’s compensation arrangements.