Stifel director granted phantom units, exercises into stock

STIFEL FINANCIAL CORP director Victor Nesi reported equity compensation and related share movements.

Rhea-AI Filing Summary

STIFEL FINANCIAL CORP director Victor Nesi reported equity compensation and related share movements. He received 46,227 Phantom Stock Units based on a performance RSU award agreement dated February 18, 2022, with 80% currently vested and the remaining 20% vesting in one year.

On the same date, 36,981 Phantom Stock Units were exercised into 36,981 shares of common stock, described as currently exercisable. To cover the exercise price or tax liability, 18,879 common shares were disposed of at $120.49 per share, leaving 165,047 common shares held directly.

He also reported indirect ownership of common stock through trusts, including 41,975 shares held by a trust, 31,000 shares held by a family trust, and 44,232 shares held by a children’s trust.

Insider Trade Summary

36,981 shares exercised/converted

Exercise 7 txns

Insider Nesi Victor

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	46,227	$0.00	$0.00
Exercise	Phantom Stock Units	36,981	$0.00	$0.00
Exercise	Common Stock	36,981	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	18,879	$120.49	$2.27M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock Units — 59,008 contracts (Direct); Common Stock — 165,047 shares (Direct); Common Stock — 41,975 shares (Indirect, by Trust); Common Stock — 31,000 shares (Indirect, Family Trust); Common Stock — 44,232 shares (Indirect, Children's Trust)

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 did Stifel (SF) director Victor Nesi report in this Form 4?

Victor Nesi reported new equity compensation and related share movements. He received Phantom Stock Units, exercised some units into common stock, and had shares withheld to cover exercise price or tax obligations, while disclosing both direct and trust-based indirect ownership positions.

How many Phantom Stock Units did Victor Nesi acquire at Stifel (SF)?

He acquired 46,227 Phantom Stock Units. These units stem from a performance RSU award agreement dated February 18, 2022, with 80% already vested and the remaining 20% scheduled to vest in one year under the terms described in the filing’s footnote.

What stock conversion did Victor Nesi report for Stifel (SF)?

He reported exercising 36,981 Phantom Stock Units into 36,981 shares of Stifel common stock. The filing notes these units are currently exercisable, reflecting a derivative exercise or conversion rather than an open-market purchase of additional common shares.

Why were some Stifel (SF) shares disposed of in Victor Nesi’s Form 4?

The filing shows 18,879 common shares were disposed of at $120.49 per share. This transaction is coded as paying the exercise price or tax liability by delivering securities, meaning it represents tax-withholding or exercise-related settlement, not an open-market sale for cash.

What is Victor Nesi’s direct common stock holding in Stifel (SF) after these transactions?

After the reported transactions, he directly holds 165,047 shares of Stifel common stock. This figure reflects the shares received from exercising Phantom Stock Units, net of the shares delivered to satisfy the exercise price or associated tax obligations described in the filing.

What indirect Stifel (SF) holdings through trusts did Victor Nesi disclose?

He disclosed indirect ownership in three trust-related positions: 41,975 common shares held by a trust, 31,000 shares held by a family trust, and 44,232 shares held by a children’s trust. These entries reflect holdings rather than new purchase or sale transactions during the reported period.

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Accepted by SEC EDGAR 02/20/2026 - 04:44 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^*

Nesi Victor

(Last) (First) (Middle)

787 7TH AVENUE

(Street)

NEW YORK NY 10019

(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
	Officer (give title below)		Other (specify below)

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		36,981	A	$0	183,926	D
Common Stock	02/18/2026		F		18,879	D	$120.49	165,047	D
Common Stock								41,975	I	by Trust
Common Stock								31,000	I	Family Trust
Common Stock								44,232	I	Children's Trust

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		46,227		(1)	(2)	Common Stock	46,227	$0	95,989	D
Phantom Stock Units	$0	02/18/2026		M			36,981	(3)	(2)	Common Stock	36,981	$0	59,008	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/ Victor Nesi	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.