Stifel president exercises awards, withholds shares for tax

Stifel Financial Corp President James M. Zemlyak reported multiple equity transactions involving company stock and phantom stock units.

Rhea-AI Filing Summary

Stifel Financial Corp President James M. Zemlyak reported multiple equity transactions involving company stock and phantom stock units. He received a grant of 39,293 Phantom Stock Units at no cost, tied to a PRSU award agreement from February 18, 2022, with most units already vested and the remainder vesting in one year.

He also exercised 31,434 Phantom Stock Units, converting them into 31,434 shares of common stock. To cover tax obligations related to this activity, 13,847 shares of common stock were disposed of at a price of $120.49 per share through a tax-withholding mechanism rather than an open-market sale.

After these transactions, Zemlyak directly holds 1,170,720 shares of Stifel common stock. In addition, there are indirect holdings reported as 7,072 shares held by his son and 421 shares held by his wife.

Insider Trade Summary

31,434 shares exercised/converted

Exercise 6 txns

Insider ZEMLYAK JAMES M

Role President

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	39,293	$0.00	$0.00
Exercise	Phantom Stock Units	31,434	$0.00	$0.00
Exercise	Common Stock	31,434	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	13,847	$120.49	$1.67M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock Units — 62,999 contracts (Direct); Common Stock — 1,170,720 shares (Direct); Common Stock — 7,072 shares (Indirect, by Son); Common Stock — 421 shares (Indirect, By Wife)

Footnotes (3)

1. F1. 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. F2. No expiration date for these Units
3. F3. Currently exercisable.

FAQ

What insider transactions did Stifel Financial (SF) President James Zemlyak report?

James Zemlyak reported a grant of 39,293 Phantom Stock Units, the exercise of 31,434 units into common stock, and a tax-withholding disposition of 13,847 common shares at $120.49 per share, all dated February 18, 2026.

Did James Zemlyak buy or sell Stifel Financial (SF) shares on the open market?

The filing shows no open-market purchases or sales. Shares were acquired through a derivative exercise of 31,434 Phantom Stock Units and 13,847 shares were disposed of solely to satisfy tax obligations related to that equity compensation.

How many Stifel Financial (SF) shares does James Zemlyak own after these transactions?

After the reported transactions, James Zemlyak directly holds 1,170,720 shares of Stifel common stock. The filing also lists indirect holdings of 7,072 shares held by his son and 421 shares held by his wife.

What are the terms of the Phantom Stock Units reported by Stifel’s President?

The 39,293 Phantom Stock Units are issued under a PRSU award agreement dated February 18, 2022. According to the filing, 80 percent of these units are currently vested, and the remaining 20 percent will vest in one year, with no stated expiration date.

What does the tax-withholding disposition in the Stifel Financial (SF) Form 4 mean?

The Form 4 shows 13,847 common shares disposed of at $120.49 per share to pay exercise price or tax liabilities. This is a tax-withholding disposition, meaning shares were withheld rather than sold in the open market to satisfy related obligations.

How were the Phantom Stock Units converted into Stifel Financial (SF) common stock?

The filing reports an exercise or conversion of 31,434 Phantom Stock Units into 31,434 shares of Stifel common stock at a price of $0.00 per share, reflecting equity compensation rather than a cash purchase on the market.

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Accepted by SEC EDGAR 02/20/2026 - 04:48 PM Learn about SEC filing dates

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^*

ZEMLYAK 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)
	President

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		31,434	A	$0	1,184,567	D
Common Stock	02/18/2026		F		13,847	D	$120.49	1,170,720	D
Common Stock								7,072	I	by Son
Common Stock								421	I	By Wife

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		39,293		(1)	(2)	Common Stock	39,293	$0	94,433	D
Phantom Stock Units	$0	02/18/2026		M			31,434	(3)	(2)	Common Stock	31,434	$0	62,999	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 Zemlyak	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.