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

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.

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^*

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
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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.