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SF (SF) CEO logs 92,453 phantom units, exercises into stock and withholds shares for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Stifel Financial Corp Chief Executive Officer Ronald J. Kruszewski reported multiple equity-related transactions involving company securities. He acquired 92,453 Phantom Stock Units as a grant tied to a PRSU award agreement dated February 18, 2022, with 80 percent vested and 20 percent vesting in one year. He also exercised 73,963 Phantom Stock Units, receiving 73,963 shares of common stock, and then disposed of 32,581 common shares at $120.49 per share to cover tax obligations through share withholding.

Positive

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Negative

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Insider KRUSZEWSKI RONALD J
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units 92,453 $0.00 --
Exercise Phantom Stock Units 73,963 $0.00 --
Exercise Common Stock 73,963 $0.00 --
Tax Withholding Common Stock 32,581 $120.49 $3.93M
Holdings After Transaction: Phantom Stock Units — 205,373 shares (Direct); Common Stock — 1,288,040 shares (Direct)
Footnotes (1)
  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. No expiration date for these Units Currently exercisable.
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Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
KRUSZEWSKI RONALD J
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive 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 73,963 A $0 1,288,040 D
Common Stock 02/18/2026 F 32,581 D $120.49 1,255,459 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 92,453 (1) (2) Common Stock 92,453 $0 205,373 D
Phantom Stock Units $0 02/18/2026 M 73,963 (3) (2) Common Stock 73,963 $0 131,410 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/ Ronald Kruszewski 02/20/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did SF CEO Ronald J. Kruszewski report on this Form 4?

Ronald J. Kruszewski reported equity-related transactions in Stifel Financial Corp securities. He received a large grant of Phantom Stock Units, exercised additional units into common stock, and used a portion of the resulting shares to satisfy tax withholding obligations.

How many Phantom Stock Units did the SF CEO acquire in this filing?

He acquired 92,453 Phantom Stock Units as a grant. The units were issued under a PRSU award agreement dated February 18, 2022, with 80 percent currently vested and the remaining 20 percent scheduled to vest in one year.

What vesting terms apply to the new Phantom Stock Units for SF’s CEO?

The Phantom Stock Units are partially vested and partially deferred. According to the disclosure, 80 percent of the 92,453 units are currently vested, while the remaining 20 percent will vest in one year, aligning with the original PRSU award agreement terms.

Did the SF CEO exercise any derivative securities into common stock?

Yes, he exercised 73,963 Phantom Stock Units, which are derivative securities. This exercise converted the units into 73,963 shares of Stifel Financial Corp common stock, and the units were described as currently exercisable with no expiration date.

Were any Stifel Financial Corp shares disposed of to cover taxes in this Form 4?

Yes, 32,581 shares of common stock were disposed of to satisfy tax obligations. The shares were used as payment of tax liability at a price of $120.49 per share, reflecting a tax-withholding disposition rather than an open-market sale.

What is the CEO’s reported direct common stock holding after these SF transactions?

After the reported transactions, Ronald J. Kruszewski directly holds 1,255,459 shares of Stifel Financial Corp common stock. This figure reflects his direct ownership following the derivative exercise and the tax-related share disposition reported in the filing.

Do the reported Phantom Stock Units for SF’s CEO have an expiration date?

The Phantom Stock Units do not have an expiration date. A footnote specifies that there is no expiration for these units and indicates they are currently exercisable, clarifying the ongoing nature of this derivative-based incentive holding.