Stifel Financial : Our Proxy Statement

Published: 2026-05-15 11:29:12 ET SF

Published on 05/15/2026 at 11:29 am EDT

13 5 Y E A R S

2026 Annual Meeting

PROXY STATEMENT

‌LETTER FROM OUR CHAIRMAN & CEO

April 29, 2026

Fellow Shareholders:

501 North Broadway

St. Louis, Missouri 63102

We cordially invite you to participate in the 2026 Annual Meeting of Shareholders of Stifel Financial Corp., which will be held virtually on Tuesday, June 9, 2026 at 11:00 a.m., Central Time. We hope that you will be able to participate.

Included is a notice setting forth the business expected to come before the meeting and instructions for accessing this Proxy Statement and our Annual Report for the year ended December 31, 2025 on the Internet and for submitting proxy votes online. The notice also contains instructions on how to request a printed set of proxy materials.

Your vote is very important to us. Whether or not you plan to participate in the meeting directly, we hope that your shares are represented and voted.

Thank you for your investment in Stifel. I look forward to welcoming our shareholders to the Annual Meeting.

Sincerely,

Ronald J. Kruszewski

Chairman of the Board and Chief Executive Officer

‌TABLE OF CONTENTS

LETTER FROM OUR CHAIRMAN & CEO 1

TABLE OF CONTENTS 2

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS 3

Performance Highlights 4

Shareholders' Say on Pay: Outreach and Shareholder Input 7

Corporate Governance Highlights 8

Variation in Background Is Important to Consideration of Potential and Incumbent Directors 10

ITEM 1. ELECTION OF DIRECTORS 11

Our Directors 11

Our Corporate Governance Principles 18

Committees of the Board of Directors 19

Other Governance Matters 20

COMPENSATION DISCUSSION & ANALYSIS 22

Committee Process and Determinations 22

Company Performance 24

Executive Compensation Determinations for 2025 29

2025 Compensation Determinations for Current Named Executive Officers 30

2025 Compensation Determinations for Retired Named Executive Officer 34

Key Pay Practices 35

Committee Commitments and Principles 35

Key Executive Compensation Program Elements 39

The Committee's Perspective on the Compensation Elements 40

Pay Structure and Risk Mitigation 41

Summary Compensation Table Treatment of Timing of Compensation 46

Use of Non-GAAP Measures 46

Grants of Plan-Based Awards 48

Stock Unit Awards and Grant Date Fair Value under ASC 718 49

Additional Information about Compensation Paid to the Named Executive Officers 50

Outstanding Equity Awards at Fiscal Year-End 51

Option Exercises and Stock Units Vested or Converted 52

Nonqualified Deferred Compensation 52

Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information 52

Post-Employment Payments Discussion 53

Non-Employee Director Compensation 53

Certain Relationships and Related Transactions 54

CEO Pay Ratio 56

Pay Versus Performance 56

Compensation Committee Report On Executive Compensation. 59

Text and Description of the Plan 66

Plan Capacity Increase Vote 66

Ownership of Directors and Executive Officers 69

Beneficial Owners with More than Five Percent of our Common Stock 70

Beneficial Ownership by Employees 71

Appendix A: Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) 76

Appendix B: Description of the Incentive Stock Plan 80

‌NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:

Tuesday, June 9, 2026 at 11:00 a.m., Central Time

VIRTUAL-ONLY ACCESS:

The 2026 Annual Meeting of Shareholders will be virtual-only. Anyone may enter the meeting as a guest in listen-only mode, but only shareholders as of the record date and holders of valid proxies may attend and participate in the meeting, vote electronically and submit questions before and during the meeting by visiting https://http://www.meetnow.global/ML5KQP4 at the meeting date and time. If you plan to attend the virtual meeting, please refer to Questions & Answers about the Annual Meeting on page 71 for details.

▸ Election of Directors, each as nominated by the

Board Recommendation

Page Reference

ITEMS OF BUSINESS:

Board of Directors (the "Board")

▸ An advisory vote to approve executive compensation (Say on Pay)

▸ Adoption of an amendment to the Company's Certificate of Incorporation to increase by 50% the number of shares of common stock authorized

▸ Authorization of amendments to the 2001 Incentive Stock Plan (2018 Restatement) to increase capacity by 9,000,000 shares, including 175,000 shares to be reserved for non-employee directors

▸ Ratification of the appointment of KPMG LLP as

our independent registered public accounting firm for 2026

For 11

For 60

For 61

For 62

For 67

RECORD DATE:

VOTING BY PROXY:

▸ Transaction of such other business as may properly come before our 2026 Annual Meeting of Shareholders

You are entitled to vote if you were a shareholder at the close of business on April 13, 2026

Your vote is very important. By April 29, 2026, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials, which includes instructions on how to access our Proxy Statement and 2025 Annual Report to Shareholders and vote online or by telephone, no later than the close of business on June 5, 2026. If you received a paper copy of the proxy card, you may mail your proxy vote in the provided envelope.

For additional information about our Annual Meeting, see the Questions & Answers about the Annual Meeting, beginning on page 71. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 9, 2026: Our Proxy Statement and 2025 Annual Report are available at

https://www.stifel.com/investor-relations/annual-reports

By Order of the Board of Directors,

Mark P. Fisher, Corporate Secretary April 29, 2026

‌PERFORMANCE HIGHLIGHTS

Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026. We encourage you to read the following Performance Highlights as background to this Proxy Statement. Throughout this Proxy Statement, performance measures are GAAP-based unless otherwise noted. We explain why we use certain non-GAAP measures on page 46, including exclusion of the impact of elevated provisions for legal matters recorded in the first quarter of 2025. For our sustainability performance, please see our separate report, available on our website, https://www.stifel.com.

Continued Strong Performance in 2025

▸ Net revenues of $5.53 billion, the highest in our history.

▸ Non-GAAP net income available to common shareholders of $744 million or $4.51 per diluted common share.

▸ Record net revenues in our Global Wealth Management operating segment.

▸ Record asset management revenues, up 11% over 2024.

▸ Recruited approximately 181 financial advisors.

▸ Non-GAAP Return on Common Equity (ROCE) of 15%, Return on Tangible Common Equity (ROTCE) of 21%.

A History of Growth - Net Revenues, in Millions

$5,530

1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

A History of Growth - Assets, in Millions

$41,271

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

A History of Growth over Multiple Business Cycles

▸ Over 9,050 associates worldwide.

▸ Over 2,350 financial advisors across the United States.

▸ Approximately 1,600 stocks under coverage - tied for largest small and mid-cap equity research platform in the United States.

▸ A balanced business model: 77% of revenues from Global Wealth Management (GWM); 23% from the Institutional Group (IG).

▸ Sustained growth in shareholder equity.

▸ Low leverage of 6.9x as of December 31, 2025.

Net Revenues, in millions

Total Equity, in millions

$5,530

$5,977

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Total Client Assets, in billions

Book Value per Common Share

$552

$35

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

A History of Growth through Acquisitions

‌SHAREHOLDERS' SAY ON PAY: OUTREACH AND SHAREHOLDER INPUT

▸ Shareholders overwhelmingly support our compensation program

▸ Last year, more than 96% of shareholders voting supported

▸ Similarly strong support in recent years

▸ Senior management and the Committee are committed to a high level of shareholder outreach and response to input

▸ Ongoing communication with shareholders throughout the year

▸ Compensation-focused dialog with top 20 institutional shareholders, over 55% of outstanding shares

▸ Regular interface with our employees, about 22% of outstanding shares

▸ We have responded to feedback in recent years - some of our responsive actions have been

▸ Greater utilization of performance-based awards

▸ Clearly articulated goals

▸ More robust disclosure

▸ Some of our institutional shareholders publish proxy voting guidelines, including the following:

Institutional Shareholder

Guidelines

Stifel Response

Cross-Reference

Incentive plans should reflect strategy and incorporate longterm shareholder value drivers, including metrics and timeframes.

Our Committee has developed a facts-based, performance-focused framework by which it assesses executive officer performance and sets compensation against clearly stated and measured Company and business goals.

Our Performance-Based Restricted Stock Units (PRSUs) are primarily based on measuring objective, clearly stated performance goals.

Page 23, Incentive Assessment Framework Results

Page 41, Performance-Based Restricted Stock Units, PRSUs

Performance results should generally be achieved over a 3- to 5-year time horizon.

PRSUs are measured over a 4-year period and vest over a 5-year period. Both periods are longer than is typical in the market, which we believe results in stronger retention.

Page 41, Performance-Based Restricted Stock Units, PRSUs

Peer group evaluation should be used to maintain awareness of pay levels and practices.

Our peer group was identified by Compensation Advisory Partners LLC (CAP), our independent compensation consultant.

CAP provided the Committee with market data on executive compensation trends and executive officer compensation levels, and assisted the Committee with evaluation of pay-for-performance alignment.

Page 38, Independent Compensation Committee Consultant and Identification of Peer Group

Disclose the rationale behind Our key executive compensation program elements include fixed Page 39, Key Executive the selection of pay vehicles and variable compensation, and we have disclosed the rationale Compensation Program and how these fit with behind the selection of pay vehicles and how they fit with Elements

intended incentives. intended incentives in detail in the sections referenced to the Page 40, Committee's

right. Perspective on Compensation

Elements

Page 29, Executive Compensation Determinations for 2025

‌CORPORATE GOVERNANCE HIGHLIGHTS

Key Facts about our Board

We strive to maintain a well-rounded Board that balances financial industry expertise with independence, and that balances the institutional knowledge of longer-tenured directors with the fresh perspectives brought by newer directors. As summarized below, our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets, and in each of the public, private and not-for-profit sectors.

Adam T. Berlew

Maryam S. Brown

Michael W. Brown

Lisa L. Carnoy

Robert E. Grady

James P. Kavanaugh

Ronald J. Kruszewski

Maura A. Markus

Victor J. Nesi

David A. Peacock

Thomas W. Weisel

Michael J. Zimmerman

Board Membership Characteristics

12 Directors

Independence, Lead Ind. Dir. Audit Committee (*see page 19) Compensation Committee Nominations & Corp. Gov. Cte. Risk Management Committee

Years of Board Service

M 7

M 3

I M

M 3

M C

I M

C 10

C M

I C

75% Independent

4 Independent Directors

3 Independent Directors

4 Independent Directors

Average 10 years

Key Skills

Audit, Tax & Accounting Cybersecurity

Digital Banking

Wealth Management Institutional Banking General Management

Gov. Regulation and Public Policy Marketing and Branding

Risk Management

Talent & HR Management Technology

⚫

7 Directors

8 Directors

10 Directors

9 Directors

12 Directors

7 Directors

6 Directors

12 Directors

8 Directors

9 Directors

Key Experiences

CEO, President or COO

CFO or other Financial Expert ESG

Complex Regulated Industries Government Service

Private Co. Mgmt. & Governance

Public Co. Mgmt. & Governance Not-for-Profit

⚫

8 Directors

6 Directors

5 Directors

12 Directors

2 Directors

9 Directors

10 Directors

5 Directors

Individual Characteristics

Age

Other Public Board Service

Average 66 years

6 Directors

C, Chair; I, Independent; L, Lead Independent Director; M: Member; N, Not independent

Name

Independence

Year Commencing

Occupation and

Career Highlights

Committee

Membership

and Board Leadership

Adam T. Berlew

Independent 2019

CMO, Equinix, Inc.;

Former Executive Director, Google Cloud AI & Industry Solutions

Compensation; Risk Management

Maryam S. Brown Independent

2023

Former President, SoCalGas; Former Senior

Counsel, Energy and Environment, Speaker of Risk Management the House, US Congress

Michael W. Brown Independent

Lisa L. Carnoy

Independent

2023

Former Chief Financial and Administrative

Officer, Continental Grain

Audit, Deputy Chair;

Risk Management

2010

Robert E. Grady Independent

2010

Retired, Vice President & CFO, Microsoft Corporation

Advisory Partner, Summit Partners Former Partner, The Carlyle Group

Audit

Nominations & Corporate Governance; Risk Management, Chair

James P.

Kavanaugh

Independent

2022

Co-Founder & CEO,

World Wide Technology

Compensation

Ronald J.

Kruszewski

Not Independent

1997

Chairman & CEO,

Stifel Financial Corp.

Chairman

Maura A. Markus Independent

2016

Retired, President, COO & Board Director, Bank of the West

Audit;

Nominations & Corporate Governance, Chair

Victor J. Nesi Not Independent 2025

Former Co-President, Head of Institutional Group, Stifel Financial Corp.

David A. Peacock Independent

2017

CEO, Advantage Solutions, Former President, Anheuser-Busch

Lead Independent Dir.; Compensation, Chair; Nominations & Corporate Governance

Thomas W. Weisel Not Independent

2010

Sr. Managing Director, Stifel Financial Corp.; Chairman & CEO, Thomas Weisel Partners Group, Inc.

Michael J.

Zimmerman

Independent

2013

Vice Chairman,

Continental Grain Company

Audit, Chair

A Foundation of Sound Governance and Shareholder Outreach

▸ Independent Lead Director, periodically rotated

▸ Annual CEO evaluation by our all-independent Compensation Committee

▸ Ongoing shareholder engagement and demonstrated responsiveness to shareholder input

▸ The Board and its committees may engage independent advisors in their discretion

▸ Annual election of directors

▸ Executive sessions of independent, non-employee directors

▸ Substantial share ownership by each of our named executive officers well in excess of our share ownership requirements

▸ Robust risk control, led by the Board and senior executives, buttressed by processes and committees, embraced throughout the Company

Board Tenure of Continuing Directors

‌Variation in Background Is Important to Consideration of Potential and Incumbent Directors

Our Governance Committee considers all factors in seeking to develop a Board that, as a whole, reflects a full range of viewpoints, backgrounds, skills, experiences and expertise.

Among the factors the Governance Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the breadth of background of our Board. The Committee considers the same factors in determining whether to re-nominate an incumbent director. Breadth of background is also considered as a part of the annual Board self-evaluation.

Working Dynamics

Candid discussions

Open access to management and information

Focus on risk controls and reputation

Board

Composition

Broad range of skills and experience

Independence

Breadth of background

Board Structure

Candid self-evaluation

Oversight of CEO &

management performance

Governance

Practices

Lead Independent Director role

4 standing committees

Effectiveness

of Board

‌ITEM 1. ELECTION OF DIRECTORS

‌What is being voted on: Election to the Board of our director nominees, each for a one-year term.

Board recommendation: FOR each of our director nominees, based on a review of individual qualifications and experience and contributions to our Board.

ITEM

‌OUR DIRECTORS

Board of Director Nominees' Qualifications and Experience

Our director nominees have a wide breadth of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

Core Qualifications and Experience

▸ Integrity, business judgment and commitment

▸ Demonstrated management ability

▸ Extensive experience in the public, private or not-for-profit sectors

▸ Leadership and expertise in their respective fields

▸ Financial literacy

▸ Strategic thinking

▸ Reputational focus

Breadth of Skills and Experiences

▸ Audit, Tax and Accounting

▸ Cybersecurity

▸ Digital

▸ Financial Services: Banking

▸ Financial Services: Global Wealth Management

▸ Financial Services: Institutional

▸ General Management

▸ Government, Regulation and Public Policy

▸ Marketing and Branding

▸ Risk Management

▸ Talent and HR Management

▸ Technology

▸ CEO, President or COO

▸ CFO or other Financial Expert

▸ ESG

▸ Complex Regulated Industries

▸ Government Service

▸ Private Company Management/Governance

▸ Public Company Management/Governance

▸ Not for Profit

ADAM T. BERLEW

MARYAM S. BROWN

▸ Director since 2019, age 59

▸ Committee Service: Compensation, Risk Management

Mr. Berlew brings decades of expertise in cloud, tech and telecom market evaluation, marketing, M&A, product management, portfolio management, process development, financial structuring and talent development.

Career Highlights

▸ CMO, Equinix, Inc. (2023 - present)

▸ VP, Atlassian (2022 - 2023)

▸ Executive Director, Google (2017 - 2022)

▸ Cloud AI & Industry Solutions (2021 - 2022)

▸ Americas Cloud Marketing

(2017 - 2021)

▸ VP, Global Customer Engagement Marketing,

Brocade Communications Systems (2015 - 2017)

▸ VP, Global Marketing and Americas Field Marketing,

Equinix (2012 - 2015)

▸ SVP, Strategy and Corporate Development, Triumphant, Inc. (2009 - 2012)

▸ Director Sales & Marketing, Dell, Inc. (2002 - 2008)

Additional Professional Experience, Community Involvement and Education

▸ Member, Council on Foreign Relations

▸ Board Member, US Luge Olympic Committee (2014 - 2024)

▸ M.B.A., The Wharton School, U. of Pennsylvania

▸ B.A., Brown University

Other Public Company Directorships Within the Past 5 Years:

▸ Lazard Growth Acquisition Corp. I (NASDAQ: LGACU)

▸ Director since 2023, age 51

▸ Committee Service: Risk Management

Ms. Brown brings experience garnered from leading an organization of over 8,000 employees serving over 21 million natural gas consumers in Southern California and has 25 years' experience in the energy industry across engineering, legal, policy and regulatory roles.

Career Highlights

▸ SoCalGas

▸ Chief Executive Officer (2024 - 2026)

▸ President (2019 - 2024)

▸ Vice President, Federal Affairs, Sempra Energy (2016 - 2019)

▸ United States Congress

▸ Assistant to Speaker for Policy and Senior Energy and Environment Counsel

(2012 - 2016)

▸ Chief Counsel, Energy and Power, House Committee on Energy and Commerce (2011 - 2012)

Additional Professional Experience, Community Involvement and Education

▸ Trustee, American Gas Association Foundation

▸ Member, National Petroleum Council, U.S. Department of Energy

▸ Chair, Executive Committee, California Chamber of

Commerce

MICHAEL W. BROWN

LISA L. CARNOY

▸ Director since 2010, age 80

▸ Committee Service: Audit

Mr. Brown is a retired executive with considerable financial and accounting expertise, including eight years of financial leadership with a leading technology company and directorships at other publicly held companies. Mr. Brown has considerable experience as a director and governor of self-regulatory organizations in the financial services industry. Mr. Brown's deep technology experience provides the Board and senior management with keen insight and guidance concerning the Company's cybersecurity and other technology efforts.

Career Highlights

▸ Microsoft Corporation, a global software company

▸ Vice President and Chief Financial Officer (1994 -1997)

▸ Vice President - Finance and Treasurer

(1989 -1994)

▸ Deloitte & Touche LLP, a provider of assurance, tax, and business consulting services

(1971 - 1989)

Additional Professional Experience, Community Involvement and Education

▸ Former Chairman, NASDAQ Stock Market Board of

Directors

▸ Former Governor, National Association of Securities Dealers

Other Public Company Directorships Within the Past 5 Years:

▸ VMWare, Inc. (NYSE: VMW)

▸ Audit Committee

▸ Compensation Committee

▸ Governance Committee

▸ Director since 2023, age 58

▸ Committee Service: Audit, Deputy Chair, Risk Management

▸ Also a Director of Stifel Bancorp

Ms. Carnoy is known both for advising clients and building businesses. She has substantial capital markets, M&A and operational experience, with a consistent focus on increasing market share and profitability at every organization. A trailblazer and role model, she has been named to American Banker's list of "Most Powerful Women in Finance."

Career Highlights

▸ Chief Financial and Administrative Officer, Continental Grain (2025 - 2026)

▸ Chief Financial Officer, Head of Operations,

Alix Partners (2018 - 2022)

▸ Bank of America

▸ Division Executive, US Trust; Market President, New York City (2014 -2017)

▸ Head of Global Capital Markets (2012 -2014)

▸ Managing Director, Co-Head of Global Capital Markets (2010 -2012)

▸ Managing Director, Head of Global Equity Capital Markets (2009 -2010)

Additional Professional Experience, Community Involvement and Education

▸ Director, Columbia University Investment

Management Company (Endowment)

▸ Trustee Chair Emerita, Board of Trustees, Columbia University

▸ Former Independent Director and Treasurer, U.S. Soccer Federation

▸ M.B.A., Harvard Business School

▸ B.A., Columbia University

Other Public Company Directorships Within the Past 5 Years: Onex Corporation (TSX: ONEX)

ROBERT E. GRADY

JAMES P. KAVANAUGH

▸ Director since 2010, age 68

▸ Committee Service: Nominations & Corporate Governance; Risk Management, Chair

Mr. Grady has extensive leadership experience in the private equity investment and the broker-dealer segments of the financial services industry. Mr. Grady also has substantial federal and state governmental experience as well as strong academic experience. Finally, Mr. Grady has considerable experience as a director of other publicly and privately held companies as well as experience in Environmental, Social and Governance.

Career Highlights

▸ Advisory Partner, Summit Partners (2021 - present)

▸ Partner, Gryphon Investors, a private equity investment firm (2015 - 2020)

▸ Chair, NJ State Investment Council (2010 - 2014)

▸ Partner and MD, Carlyle Group (2000 - 2009)

▸ Partner and MD, Robertson Stephens & Co. (1993 - 2000)

Additional Professional Experience, Community Involvement and Education

▸ Member, Council on Foreign Relations

▸ Director since 2022, age 63

▸ Committee Service: Compensation

Mr. Kavanaugh translated his drive on the field as a professional soccer player into successful leadership of WWT, a $17 billion information technology systems integrator with nearly 9,000 employees, prioritizing, practicing and executing on what is most important. He has proven experience providing the most complex technical solutions and systems integration to firms large and small through the combined efforts of his team.

Career Highlights

▸ CEO and Co-Founder, WWT, World Wide Technology (1990 - present)

Additional Professional Experience, Community Involvement and Education

▸ Investor and board member, Privoro, a cybersecurity

firm

▸ Member, Business Roundtable

▸ Co-Founder and Owner, St. Louis City SC, Major League Soccer

▸ Owner and Investor, St. Louis Blues, National Hockey League

▸

Vice Chairman, Board of Overseers, Hoover

▸

Trustee, St. Louis University

Institution, Stanford University

▸

B.A., St. Louis University

▸

Advisor to the Investment Cte., the Daniels Fund

Former Chair, National Venture Capital Association Former Deputy Asst. to Pres. George H.W. Bush Former Exec. Assoc. Director, Office of Management

▸

and Budget, Exec. Office of the President

M.B.A., Stanford Graduate School of Business

▸

A.B., Harvard College

Other Public Company Directorships Within the Past 5 Years:

▸ Maxim Integrated Products (NASDAQ: MXIM)

RONALD J. KRUSZEWSKI

MAURA A. MARKUS

▸ Director since 1997, age 67

▸ Chairman of the Board and Chief Executive Officer

Mr. Kruszewski has extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of the Company's day-to-day operations and strategy.

Career Highlights

▸ Stifel Financial Corp.

▸ Chairman

(2001 - present)

▸ Chief Executive Officer (1997 - present)

▸ President (1997 -2014)

Additional Professional Experience, Community Involvement and Education

▸ Chairman, Board of Directors, Securities Industry and

Financial Markets Association (SIFMA)

▸ Former Chairman, American Securities Association (ASA) (2019 - 2021)

▸ Former Member, Federal Advisory Council, St. Louis Federal Reserve Board of Directors (2014 - 2019)

▸ Member, U.S. Ski and Snowboard Team Foundation Board

▸ Member, Chair's Council for Greater St. Louis, Inc.

▸ Former Chairman, Downtown STL, Inc.

▸ Member, World Presidents' Organization - St. Louis Chapter

▸ Responsible for Company membership in the World

Economic Forum

▸ Member of Board of Directors and Award Recipient, Horatio Alger Association

Other Public Company Directorships Within the Past 5 Years:

▸ FutureFuel Corp. (NYSE: FF)

▸ Lee Enterprises Inc. (NASDAQ: LEE)

▸ Director since 2016, age 68

▸ Committee Service: Audit; Nominations & Corporate Governance, Chair

Ms Markus is a retired executive who brings over 25 years of global experience in banking to the board, including as President and COO. Ms. Markus has been named one of American Banker's Most Powerful Women in Banking multiple times. Through her proven experience as an executive and director of leading financial services companies, Ms. Markus brings substantial knowledge and expertise to the Board of Directors' deliberations.

Career Highlights

▸ Diebold Nixdorf Inc., Director, Audit Cte. and People & Comp. Cte. Member (2024- present)

▸ Bank of the West, President, Chief Operating Officer and Board Director (2010 - 2014)

▸ Broadridge Financial Solutions, Inc., Director, Audit

Cte. Member and Comp. Cte. Chair (2013 - present)

▸ Citigroup (1987 - 2009); Executive Vice President, Head of International Retail Banking (2007 - 2009); President, Citibank N.A. (2000 - 2007); President, Citibank Greece (1997 - 2000); European Sales and Marketing Director (1994 - 1997)

Additional Professional Experience, Community Involvement and Education

▸ Trustee, College of Mount St. Vincent in New York

▸ Former Board Member, Year Up San Francisco Bay Area Talent and Opportunity

▸ Former Board Member, Catholic Charities San Francisco and New York

▸ Former Executive Committee and Board Member, Junior Achievement New York

▸ Financial Services Roundtable, Former Member

▸ M.B.A., Harvard Business School

▸ B.A., Boston College, summa cum laude

Other Public Company Directorships Within the Past 5 Years:

▸ Broadridge Financial Solutions, Inc. (NYSE: BR)

▸ Diebold Nixdorf Inc. (NYSE: DBD)

VICTOR J. NESI

DAVID A. PEACOCK

▸ Director since 2025, age 66

Mr. Nesi brings over 30 years of experience in investment banking, including as head of Stifel's Institutional Group, in which role he implemented a strategy of integrating and aligning Stifel's Institutional Group divisions across business lines and geographies, with revenue that multiplied by more than five-fold, from both organic growth and the integration of the professionals from over 20 acquisitions globally.

Career Highlights

▸ Asurion, LLC, Executive Advisor (2025 - present)

▸ Stifel Financial Corp. (2009 - 2025)

▸ Co-President (2014 - 2025)

▸ Head of Institutional Group (2017 - 2025)

▸ Co-Head of Institutional Group (2009 - 2017)

▸ Merrill Lynch (1996 - 2009)

▸ Merrill Lynch Private Equity Head of Media and Telecom (2005 - 2009)

▸ Head of Media and Telecom Investment Banking (2001 - 2003)

▸ Managing Director Telecom Investment Banking (1998 - 2001)

▸ Managing Director Telecom Investment Banking (1996 - 1998)

Additional Professional Experience, Community Involvement and Education

▸ JD, Georgetown University Law Center

▸ BSBA, Georgetown University

▸ Director since 2017, age 57

▸ Lead Independent Director

▸ Committee Service: Compensation, Chair; Nominations & Corporate Governance

▸ Also a Director of Stifel Bancorp

Mr. Peacock brings entrepreneurial, corporate, manufacturing, and marketing expertise to the Board. In addition, through his service as president of a global consumer brand, Mr. Peacock brings an in-depth knowledge and expertise in corporate governance, branding, marketing and market presence.

Career Highlights

▸ Advantage Solutions, Inc., CEO (2023 - present)

▸ Continental Grain Co., Director and COO (2021 - 2023)

▸ Post Holdings Corp., Director (2021 - 2023)

▸ Schnucks Markets, Inc., President and COO (2017 - 2021)

▸ Anheuser-Busch (1992-2012),

President (2008 - 2012)

Additional Professional Experience, Community Involvement and Education

▸ Board of Directors, Pink Ribbon Girls, which

supports women with breast cancer

▸ Board of Trustees, Urban League of Metropolitan St. Louis

▸ Board of Directors, FMI - The Food Industry

Association

▸ Board of Directors, NextUP

Other Public Company Directorships Within the Past 5 Years:

▸ Post Holdings Partnering Corp.

THOMAS W. WEISEL

MICHAEL J. ZIMMERMAN

▸ Director since 2010, age 85

Mr. Weisel has extensive entrepreneurial and operational experience in the financial services industry, as evidenced by his founding and development of the investment firms of Thomas Weisel Partners Group, Inc. and Montgomery Securities prior to joining the Company.

Career Highlights

▸ Senior Managing Director, Stifel Financial Corp. (2011 - present)

▸ Founder, Chairman and Chief Executive Officer, Thomas Weisel Partners Group, Inc. (1999 - 2010)

▸ Founder, Chairman, and Chief Executive Officer,

Montgomery Securities (1971 - 1997)

▸ Lifetime Achievement Award, National Venture Capital Association (2006)

▸ George Steinbrenner Sport Leadership Award, US Olympic Foundation (2011)

▸ Inducted into the U.S. Ski and Snowboard Hall of Fame

(Class of 2017)

Additional Professional Experience, Community Involvement and Education

▸ Trustee, The Sports Neurology Clinic, Inc.

▸ Member and former Chairman, U.S. Ski and Snowboarding Team Foundation

▸ Member and former Chairman, USA Cycling Foundation Board

▸ Former Member, Board of Trustees, San Francisco

Museum of Modern Art

▸ Former Chairman and Board Member, Empower America

▸ Former Chairman, Capital Campaign for California School of Arts & Crafts

▸ Former Member, Board of Directors, Stanford Endowment Management Board

▸ Former Member, Advisory Board, Harvard Business

School

▸ Former Board Member, NASDAQ

▸ Former Trustee, Museum of Modern Art in New York

▸ Director since 2013, age 75

▸ Committee Service: Audit, Chair

Mr. Zimmerman's experience within the financial services industry and his understanding of investment banking provide valuable judgment and insights. This background, together with perspectives applied as an independent director and audit committee member of a publicly held company, brings knowledge and a skill set integral to our Board.

Career Highlights

▸ Continental Grain Company, a diversified international agribusiness and investment firm

▸ Director (2020 - present)

▸ Vice Chairman (2012 - present)

▸ Executive Vice President and Chief Financial Officer (1999 - 2012)

▸ Senior Vice President, Investments and

Strategy (1996 - 1999)

▸ Managing Director, Salomon Brothers, Inc. (1976 - 1996)

Additional Professional Experience, Community Involvement and Education

▸ Member of Board of Directors and Audit Committee

Chairman, Energy Trading Innovations LLC and Castleton Commodities International, LLC (2012 - 2025)

▸ Trustee, Mount Sinai Health System, a non-profit health care organization

▸ Chairman, Investment Committee, U.S. Holocaust

Memorial Museum

▸ Prior experience as non-executive chairman of two public companies

‌OUR CORPORATE GOVERNANCE PRINCIPLES

The Board has adopted Corporate Governance Guidelines (''Principles''), which are available in the corporate governance section of the Company's web site at https://www.stifel.com. The Principles set forth the practices the Board follows with respect to, among other matters, the role and duties of the Board, size and composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

As described in the Principles, the role of the Board is to oversee management of the Company in its efforts to enhance shareholder value and conduct the Company's business in accordance with its mission statement. In that connection, the Board helps management assess long-range strategies for the Company, and evaluates management performance.

It is a responsibility of the Board to assess each director's independence regularly and to take appropriate actions in any instance in which the requisite independence has been compromised. The Board has determined that Directors Berlew, Maryam Brown, Michael Brown, Carnoy, Grady, Kavanaugh, Markus, Peacock, and Zimmerman are independent directors under the rules of the NYSE and the SEC, including NYSE rules regarding the independence of the Compensation Committee, and reviewed information provided by the directors in questionnaires concerning the relationships that we may have with each director.

Board of Directors - Leadership, Risk Oversight and Meetings

Leadership: The continuing membership of our Board is composed of 9 independent directors and 3 non-independent directors, 2 of whom are current employees.

The Board strategically considers the combination or separation of the Chairman and Chief Executive Officer roles as an integral part of its planning process and corporate governance philosophy. Ronald J. Kruszewski concurrently serves as both the Chairman of the Board and Chief Executive Officer. The Board believes that this structure serves the Company well because it provides consistent leadership and accountability for managing Company operations. However, our Board also holds regularly scheduled executive sessions without management, at which the lead independent director presides in compliance with the NYSE Corporate Governance Standards. These sessions occurred at least quarterly in 2025.

Lead Director: Mr. David Peacock is currently the Independent Lead Director of Stifel Financial Corp. The Board has determined that the Lead Director will: have authority to call meetings of the independent directors; chair meetings of the independent directors; liaise between management and independent directors; serve ex officio on all committees of which the lead director is not otherwise a member and, with the chair of the Compensation Committee, lead CEO performance evaluation and succession planning. The Board believes that the Lead Director role should be filled by an independent director selected by the independent directors in order to promote independence of oversight and development of the independent directors' overall contribution to the Board.

Risk Oversight: Our Board has responsibility for the oversight of risk management. Our Board, either as a whole or through its Committees, regularly discusses with Company management our major risk exposures, their potential impact, and the steps we take to monitor and control such exposures.

While our Board is ultimately responsible for risk oversight, each of our Committees assists the full Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on the management of financial and accounting risk exposures. The Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. Finally, the Risk Management Committee focuses on the management of risks associated with Board organization, membership, and structure, and the organizational and governance structure of our company, including cybersecurity matters.

We have an Enterprise Risk Management program that coordinates with management committees, including the Asset Liability Management Committee, the Products & Services Committee, the Conflicts of Interest Committee, the Operational Risk Committee, and the Disclosure Committee.

Meetings: During 2025, our Board met 9 times, including both regularly scheduled and special meetings. During the year, attendance by incumbent continuing directors of all meetings held by the Board and all Committees on which they serve exceeded 80%. We encourage our directors to attend the Annual Meeting of Shareholders.

‌COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of our Board are the Audit Committee, Compensation Committee, Nominations & Corporate Governance Committee and Risk Management Committee. Each operates pursuant to a written charter approved by the Board. The full text of each such charter and our corporate governance guidelines are available in the "Corporate Governance" section of our web site located at https://www.stifel.com, or may be obtained by any shareholder, without charge, upon request by e-mailing [email protected].

‌Audit Committee

The Audit Committee met 11 times during 2025.

Committee Chair:

▸ Zimmerman Deputy Chair:

▸ Carnoy

Members:

▸ Michael Brown

▸ Markus

Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role, Responsibilities and Qualifications:

▸ Recommending to the Board a public accounting firm to be nominated for shareholder ratification as our independent auditors and compensating and terminating auditors as deemed necessary;

▸ Meeting periodically with our auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and

▸ Evaluating on an annual basis the qualification, performance, and independence of the independent auditors, based on the Audit Committee's review of the independent auditors' report and the performance of the independent auditors throughout the year.

▸ Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. Our Board has designated each Audit Committee member an "audit committee financial expert."

Compensation Committee

The Compensation Committee met 5 times during 2025.

Committee Chair:

▸ Peacock

Members:

▸ Berlew

▸ Kavanaugh

Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role, Responsibilities and Qualifications:

▸ Reviewing executive performance and recommending to our Board the compensation of each of our executive officers;

▸ Reviewing market data to assess the components of our executive compensation;

▸ Reviewing and approving executive compensation elements and plans;

▸ Making recommendations to our Board regarding the adoption, amendment, and rescission of certain employee benefit plans; and

▸ Reviewing the Company's compensation policies and practices with respect to the Company's employees to ensure that they are not reasonably likely to have a material adverse effect on the Company.

▸ During 2025, there were no interlocks or insider participation on the part of the members of the Compensation Committee, as further described on page 55.

Nominations & Corporate Governance Committee

The Nominations & Corporate Governance Committee met 4 times during 2025.

Committee Chair:

▸ Markus Members:

▸ Grady

▸ Peacock Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role & Responsibilities:

▸ Overseeing Board and Board Committee organization, membership, and structure;

▸ Leading Board and Board Committee self-evaluation;

▸ Overseeing the Corporation's executive and corporate structure and recommending improvements to its effectiveness;

▸ Searching for individuals qualified to become members of our Board and selecting director nominees to be presented for election at the Annual Meeting of Shareholders and considering nominees for directors recommended by our shareholders;

▸ Reviewing the Company's charitable strategy, Company political contributions and lobbying policies, and Company efforts to sustain the economic development of the communities in which it operates; and

▸ Fostering the Company's efforts to encourage a breadth of perspective and background among the Corporation's associates, including its leadership.

Risk Management Committee

The Risk Management Committee met 6 times during 2025.

Committee Chair:

▸ Grady Members:

▸ Berlew

▸ Maryam Brown

▸ Carnoy

Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role & Responsibilities:

▸ Regularly reviewing our aggregate risk exposures and risk management processes with management, including our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Chief Compliance Officer;

▸ Considering cybersecurity matters, with a special meeting devoted each year to cybersecurity;

▸ Overseeing the Company's Enterprise Risk Management program and the Company's responsiveness to and discussions and compliance with the Federal Reserve Bank of St. Louis and other regulators' input, reviews and rules;

▸ Considering the wide range of risks the Company confronts, including market risk, credit risk, technological and operational risk, liquidity and funding risk, compliance and legal risk, reputational risk, risks arising from actual or potential conflicts of interest, and strategic risk; and

▸ Reviewing newly developing Company risks and the Company's efforts to address these developments.

‌OTHER GOVERNANCE MATTERS

Capital Adequacy and Liquidity Management

In 2024, the Board updated the charters of the Audit and Risk Management Committees to confer on a formal basis to oversee capital adequacy and liquidity management. A subgroup of these two committees has conferred periodically since then and reported back to their full committees to coordinate and support joint oversight by these committees on these significant subjects.

Director Nominations by Shareholders

In accordance with the Nominations & Corporate Governance Committee's charter and our corporate governance guidelines, the Nominations & Corporate Governance Committee considers nominees recommended by shareholders and reviews the qualifications and contributions of the directors standing for election each year. Shareholders may recommend individuals to the Nominations & Corporate Governance Committee for consideration as potential director nominees by giving written notice to Mark Fisher, our Corporate Secretary, at least 90 days, but not more than 120 days, prior to the anniversary of our preceding year's annual meeting, along with the specific information required by our By-Laws, including, but not limited to, the name and address of the nominee; the number of shares of our common stock beneficially owned by the shareholder (including associated persons) nominating such nominee; and a consent by the nominee to serve as a director, if elected, that would be required for a nominee under the SEC rules. If you would like to receive a copy of the provisions of our By-Laws setting forth all of these requirements, please send a written request to Stifel Financial Corp., Attention: Mark

P. Fisher, Corporate Secretary, One Financial Plaza, 501 North Broadway, St. Louis, Missouri 63102. The Nominations & Corporate Governance Committee has not adopted any specific policy for considering the recommendation of director nominees by shareholders, but will consider shareholder nominees on the same basis as other nominees. Please also see the procedures described in the section entitled "How can I make a Shareholder Proposal for the 2027 Annual Meeting?" on page 74 of this Proxy Statement.

Code of Ethics and Corporate Governance

In accordance with the requirements of the NYSE and the Sarbanes-Oxley Act of 2002, we have adopted Corporate Governance Guidelines as well as charters for each Board committee. These guidelines and charters are available for review under the "Corporate Governance" section of our web site at https://www.stifel.com. We have also adopted a Code of Ethics for Directors, Officers, and Associates. The Code of Ethics is also posted in the "Corporate Governance" section of our web site, located at https://www.stifel.com, or may be obtained by any shareholder, without charge, upon request by e-mail at [email protected].

We have established procedures for shareholders or other interested parties to communicate directly with our Board, including the presiding director at the executive sessions of the non-management directors or the non-management directors as a group. Such parties may contact our Board by mail at: Stifel Financial Corp., Attention: Ronald J. Kruszewski Chairman of the Board, 501 North Broadway, St. Louis, Missouri 63102. All communications made by this means will be received by the Chairman of the Board and relayed promptly to the Board or the individual directors, as appropriate

Relationship of Risk Management to Compensation

The Board and the Compensation Committee, with the assistance of management, periodically reviews our compensation policies and practices for all employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Board and Compensation Committee, with the assistance of management and our outside independent compensation consultant, periodically consider the Company's incentive compensation programs. Generally, this consideration takes account of six elements: first, performance measures; second, funding; third, performance period and pay mix; fourth, goal setting; fifth, leverage; and sixth, controls and processes, focusing on significant risk areas.

Based on these considerations, our Board and Compensation Committee continue to view our compensation policies in general, and our incentive programs in particular, well aligned with the interests of our shareholders and not creators of risks that are reasonably likely to result in a material adverse impact on the Company.

Director Share Ownership Guideline

A policy of the Board is that non-employee directors generally reach holdings of Stifel common shares of at least $400,000 by market value. The full policy is part of Stifel's Corporate Governance Guidelines, available at the investor relations section of Stifel's website.

Age

A policy of the Board is that non-employee Directors may stand for reelection in any year until and including the year in which the Director reaches the age of 75 as of the first day of that year. The Board makes exceptions to this policy if it determines such exception would be in the Company's best interest. The Board has made such a determination with respect to Mr. Michael Brown.

‌COMPENSATION DISCUSSION & ANALYSIS

‌COMMITTEE PROCESS AND DETERMINATIONS

The Committee's Process for Decision Making

Our Roadmap for Compensation

Identify

Establish Peer

Review of

Make Year-End

Determine Form

Key Metrics

Group, Gather

Performance

Pay and

and Allocate

(Quantitative &

Qualitative)

Market Data and

Shareholder Input

and Market

Performance

Decisions

Awards

Financial Objectives:

Ongoing solicitation of

Periodic updates during

Committee decisions

Committee awarded

growth in earnings; net

shareholder input and

the year from the CEO:

based on results of the

2025 incentive

income and revenue;

incorporation of

Company performance;

incentive framework

compensation in the

risk management

shareholder

segment performance;

(see below) that

form of cash salary and

Long-Term Objectives: compensation priorities individual executive include an in depth bonuses composed of increase ROCE and Independent consultant officer performance. review of Company, cash, debenture, book value; enhance assisted the Committee Periodic updates from CEO and other restricted cash, RSU

return to shareholders with: identifying peer independent executive officer and PRSU components.

companies; gathering consultant: relative performance across In early 2026, the Strategic Objectives: peer and supplemental performance; multiple factors. Committee also integration of market pay data for

acquisitions; organic Committee reference. competitive pay levels; Pay for executive awarded special

growth alignment of pay and officers other than the compensation in the performance; CEO recommended by form of LTRSUs,

market trends. CEO, subject to described on page 43.

Committee approval.

Committee Views of Proportion and Form of Compensation

The Committee continued to emphasize "At-Risk" compensation in determining the annual incentive compensation of the CEO and the other named executive officers. The Committee divides the various elements of compensation described above in "Key Executive Compensation Program Elements" into two categories: compensation that is "Realized" because it is not subject to forfeiture and compensation that is "At-Risk" because it is subject to forfeiture. The Committee determined that the allocation of variable compensation between Realized and At-Risk compensation for the CEO and other current, senior named executive officers for 2025 is as follows:

2025 Allocation of Realized and At-Risk Annual Incentive Compensation

Named Executive Officer Realized Compensation At-Risk Compensation

CEO: Mr. Kruszewski

51% of

Annual Incentive Compensation

49% of

Annual Incentive Compensation

Heads and Co-Heads, GWM and IG: 65%, average of

Zemlyak, Michaud and Raymond Annual Incentive Compensation

35%, average of

Annual Incentive Compensation

Committee Assessment: Realized and Not Retentive At-Risk and Retentive

Excludes LTRSUs, described on page 43.

‌Incentive Assessment Framework

The committee evaluates named executive officer incentive compensation based on various factors, and summarizes its judgment on groups of these factors as being below, meeting or exceeding its expectations. The following is an assessment based upon primary performance goals, additional considerations, strategic goals and overall Company performance. See "Use of Non-GAAP Measures" on page 46 for a description of how and why the Non-GAAP measures differ from GAAP measures.

Incentive Assessment Framework Results

Primary Performance Goals

2025 Result

Year-Over-Year Change

▸

Non-GAAP Pre-Tax Net Income

$0.99bn

1% ⇩

▸

Non-GAAP Net Revenue

$5.53bn

11% ⇧

▸

Non-GAAP Diluted Earnings per Share (EPS)

$4.51

1% ⇩

Exceeds

□ Meets

□ Below

Company Performance on Primary Goals, Committee Assessment

Additional Considerations

2025 Result

Year-Over-Year Change

▸ Non-GAAP Return on Common Equity

15%

1% ⇩

▸ Total Shareholder Return (price increase + dividend)

$13.99

20% ⇧

▸ Non-GAAP Pre-Tax Margin on Net Revenues

22%

1% ⇧

▸ Book Value Per Share

$34.71

6% ⇧

▸ Non-GAAP Comp to Revenue Ratio

58%

even

▸ Total Capitalization of Stifel Financial Corp.

$12.7bn

17% ⇧

Exceeds

□ Meets

□ Below

Company Performance on Additional Considerations, Committee Assessment

Performance Categories Achievements

▸ Financial Results

▸ Strategic Achievement

▸ Leadership

▸ Risk Management

Company Performance on Strategic Goals, Committee Assessment

See pages 29 to 33 for a detailed description of achievements in these four categories in relation to each named executive officer.

Overall Assessment

Exceeds

□ Meets

□ Below

Exceeds

□ Meets

□ Below

Overall Company Performance, Committee Assessment

Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026. Non-GAAP Pre-Tax Margin on Net Revenues is adjusted to exclude a $180 million legal accrual described in our annual report. Year-over-year changes to percentages are expressed as the absolute difference between the percentages. Year-over-year changes to values are expressed as relative percentages except when values change between negative and positive, in which case changes are expressed as absolute amounts.

‌COMPANY PERFORMANCE

We Continue To Grow and Invest in our Future

Delivering Value to Shareholders

New Business Operating Capabilities

Expense Control Solidifying our Position as a Premier Firm

▸ Stifel Bank expanded

client deposits and leveraged the firm's relationships for loan growth

▸ This expense discipline

contributed to our 21% return on tangible common equity

Successful recruiting and

acquisitions

Completed the

acquisition of B. Riley Wealth Management Advisors

▸

Board of Directors

authorized an 11% increase in common stock dividend starting in the first quarter of 2026

▸

Over $552 billion in

Global Wealth client assets

We successfully

controlled our compensation and non-compensation expenses in 2025

Completed the

acquisition of Bryan Garnier, & Co.

▸ 2nd highest revenue for

Institutional Group

▸

During 2025, we:

Record revenue for Global

Wealth Management

▸

$41 billion

Assets grew to $41 billion, up 3% over 2024

$6 billion

Equity of $5.98 billion, up 5% from 2024

$35 per share

Book Value per Common Share of $34.71, up 6% over 2024

Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026. We explain why we use certain non-GAAP measures on page 46.

2025 Segment Performance, Balance Sheet, Infrastructure and Additional Performance Indicators

Global Wealth Management

Institutional Group Balance Sheet Infrastructure

▸

Record net revenue of

▸

Net revenue of $1.9bn,

▸

Maintained a Tier 1

▸

Improved client-facing

$3.5bn, up 8% over

up 20% over 2024

leverage capital ratio

infrastructure

▸

2024

Pre-tax operating income

▸

Pre-tax operating income of $329 million

▸

of 11.4%

Repurchased over

▸

Extended algorithmic institutional trading

of $1.1 billion

▸ Strong recruiting pipeline; we recruited 181 new financial advisors in a challenging environment

▸ Improved integration and alignment across all divisions and geographies in the Institutional Group

5.5 million common shares at an average price of $67.24 (adjusted for splits)

capabilities in both equities and fixed income

▸ Maintained robust cybersecurity protections

2025 Segment Performance, Balance Sheet, Infrastructure and Additional Performance Indicators

Non-GAAP Net Revenues,(1) in millions

Non-GAAP Pre-Tax

Net Income,(1) in millions

Non-GAAP Diluted EPS (1),(2)

$5,530

$989

$4.51

2021 2022 2023 2024 2025

Total Assets, in millions

Equity,

in millions

Book Value Per Common Share (1),(2)

9% CAGR 7% CAGR 8% CAGR

$41,271

$5,977

$34.71

2021 2022 2023 2024 2025

We explain why we use certain non-GAAP measures on page 46.

Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026.

Additional Performance Indicators

2025

2024

2023

Non-GAAP Return on Common Equity

15%

16%

12%

Non-GAAP Tangible Return on Common Equity

21%

23%

17%

Total Shareholder Return

20%

56%

21%

Non-GAAP Pre-Tax Margin on Net Revenues

22%

20%

18%

Book Value Per Share

$34.71

$32.63

$30.41

Non-GAAP Compensation to Revenue Ratio

58%

Common share information in this Proxy Statement is adjusted for splits, including the three-for-two split on February 26, 2026. Non-GAAP Pre-Tax Margin on Net Revenues are adjusted to exclude a $180 million legal accrual described in our annual report.

Relative Performance of Common Stock

5-year relative performance of Common Stock, Peer Group, and S&P 500 Index:

300

271

Peer Group

S&P 500 Index

226

141

144

120

250

200

150

100

5-Year

2020 2021 2022 2023 2024 2025

Relative Performance

Growth

CAGR

Company Common Stock

171%

22%

Peer Group

81%

13%

S&P 500 Index

96%

14%

Figures for Common Stock, Peer Group and the S&P 500 Index each include reinvested dividends, consistent with Item 402(v) of Regulation S-K as reflected on page 56. The peer group reflected in the charts above is as described on page 38.

Strategic Execution

Stifel continued in 2025 to execute on its strategy of building a premier wealth management and investment banking firm by means of organic growth and the integration of recent acquisitions. Each recent acquisition has fit Stifel's differentiated value proposition of growth, scale and stability that blends many of the advantages, but avoids most of the weaknesses, of larger bulge bracket and smaller boutique firms. Historically, we have executed strategic opportunities and hired teams with new business capabilities only when accretive.

Strategic Opportunity Evaluation

Accretive to our

Shareholders

Accretive to our

Associates

Accretive to our

Clients

Accretive to our

Partners

To our shareholders, through expected revenue and EPS growth in a reasonable timeframe.

To our associates, through additional capabilities and new geographies.

To our clients, through greater relevance and expanded product offerings.

To our new partners, through the stability of Stifel's size and scale, coupled with a significant retention of their own ability to direct their own businesses.

Our Board and the Committee understand that Stifel executes on strategic opportunities to maximize retention and tax benefits. The result is non-GAAP charges to earnings, as opposed to an increase of goodwill on our balance sheet. All of those elements of our acquisition strategy result in tangible benefits to Stifel. Conversely, we do not structure our acquisitions to improve GAAP treatment in the absence of other, compelling tangible benefits. This strategy for executing acquisitions is the most important reason we describe both GAAP and non-GAAP results: the non-GAAP results illuminate how we structure and view our strategic acquisitions.

Stifel's acquisitions are a catalyst for organic growth. Consistent with our approach to a balanced business model, acquisitions and organic expansion of our existing businesses are roughly equal sources of our growth since 2005.

Strengthening Controls and our Culture

We are a Company that has grown tremendously over recent years and anticipate continued growth through the coming years. We believe that a strong and sustainable control environment is integral to achieve this end. We have also committed the effort and resources to build a platform for growth by continually enhancing our risk and control practices.

▸ Ongoing Risk Management. In 2025, Stifel continued to manage its balance sheet, capital, liquidity and overall risk conservatively. The Board's Risk Management Committee oversees major risk exposures, including market, credit, capital and liquidity, operational, regulatory, strategic and reputational risks. Our Enterprise Risk Management program and other members of the Company's management have prepared a series of risk appetite statements that articulate our overall risk culture. The Board's Risk Committee reviews and approves risk appetite statements at least annually and receives at least quarterly updates on the Company's adherence to them. The Board's Risk Committee also receives quarterly risk assessments that identify, measure, and monitor existing and emerging risks, in addition to any changes to internal controls. In addition, the Board's Risk Committee reviews the potential effect of significant matters and decisions on the Company's reputation.

▸ Cybersecurity. The Company, including its Board and senior management, devote significant time and resources to dynamic and growing cybersecurity defense. The Risk Management Committee of the board devotes two full meetings each year to cybersecurity, and considers cybersecurity in its other meetings as appropriate. The Company's cybersecurity architecture and layered technologies are carefully considered. Security personnel provide ongoing threat monitoring and work across technology disciplines to monitor cyber threats. The Company's team of security architects guides and coordinates internal and external protections. Other teams focus on assurance and continually monitor and test effectiveness. Management and the Board oversee these and other measures both directly and through the Risk Management Committee.

▸ Investing in our infrastructure. We have continued to build out the infrastructure that enables us to continue to execute on our growth strategies, by bolstering our risk management, compliance, and internal audit functions, and ensuring that we fully comply with new and existing regulatory requirements. For example, we have made significant additions to our staff who stress

test risk exposures and monitor compliance with rules and regulations. We have also significantly augmented the tools available to this staff. Likewise, we developed a number of new oversight capabilities to carefully manage risk in select Private Client Group business areas. Additionally, in the Technology and Operations areas we developed a number of new cross team communication capabilities as well as enhanced system monitoring tools and procedures. And in the Technology and Operations areas we continue to invest in personnel and technology systems that enhance firm-wide communication by providing project transparency and ongoing system monitoring. In addition, our internal audit team performed scores of internal audits in 2025.

▸ Investing in Process Improvements and Controls. We continued to enhance our overall control environment by implementing new capabilities, policies and procedures that ensure effective management of our systems. A new set of internal committees and task forces have been formed to evaluate areas for improvement across the operational platform on an ongoing basis. Similarly, a number of procedures have been implemented to periodically review existing business controls in addition to the implementation of new controls. Management supports the necessary investments required to continuously improve the Company's systems and controls.

▸ Building on our strong relationships with regulators. Stifel recognizes the critical importance to the safety and soundness of our company, and the value to our growth strategy, of building on the strong relationships we maintain with our regulators. Our history of growth in the heavily-regulated financial services industry, both organically and through acquisitions, is evidence of this commitment.

Enhancing Client Experience to Deliver Sustained Performance

Stifel has invested significantly to enhance its wealth management platform through improved client reporting and digital access capabilities, as well as enhanced client reporting and financial and estate planning. These investments help our financial advisors provide transparency and deliver solutions to clients that are tailored to their particular needs. Likewise, through prudence, training and relationship building, we are bringing lending solutions to clients seeking liquidity.

In 2025 the Company extended its work on improved client access systems and mobile access tool-sets. These investments are being made to enhance the client experience, further strengthen security, and deliver new functionality to clients.

Investment in our People

The value of our franchise and brand depends on the quality and effectiveness of our team, and on our ability to continue to attract and develop the best people. Our Board regularly reviews our human capital practices to ensure that compensation, benefits, working conditions and culture are aligned to foster every associate's success and growth at Stifel.

Fostering an ownership mindset in our people has been an essential part of our more than two decades of growth and success. Extending opportunities and ownership is one way the Company fosters a One Firm culture. We strive to enable each associate to think long-term, care about the Company like an owner, and grow individually.

▸ Development and Growth. By listening to our associates, including those who have joined us through acquisitions, Stifel integrates best practices and strengthens the Company. Many parts of our business have formal cross-training and continued education programs. Our management development programs identify and prepare leaders at Stifel for wider responsibility. In 2025, we provided new resources to managers to reinforce their leadership and ability to develop their teams.

▸ Succession Planning. The Board engages in succession planning in its executive sessions. In addition, many of our larger departments have developed management succession processes that identify employees with high potential and prepare them to lead our future.

▸ Welcoming Environment. We are dedicated to cultivating a welcoming environment at Stifel. In our related report, available on our website, we describe the broad range of actions taken and efforts underway throughout Stifel to improve ourselves as a place for every associate to work and as a resource to every part of the many communities we serve.

‌EXECUTIVE COMPENSATION DETERMINATIONS FOR 2025‌‌

The Committee seeks to utilize a balanced mix of compensation elements to achieve its goals, with total compensation for our executive officers heavily weighted towards "At-Risk" elements that reward performance, encourage retention, or both. By emphasizing At-Risk compensation elements, particularly with respect to our CEO for 2025 , the Committee maintains close alignment of executive compensation to shareholder outcomes. We describe our Key Executive Compensation Program Elements in detail beginning on page 39.

At-Risk

"At-Risk" compensation, by contrast, is delayed and/or subject to future conditions, including potential clawbacks. An executive officer risks losing it on account of these conditions not being met.

Realized

"Realized" compensation is paid either during or on account of the year, without being subject to further conditions, and is of fixed realizable value and ordinarily available to the executive officer.

Alignment of CEO Compensation with Key Performance Measures

5-Year Relative Stifel Performance and CEO Compensation

49% of CEO compensation for

75%

50%

Aggregate change in Primary Performance Goals Aggregate change in CEO Compensation

47%

50%

41%

62%

57%

2025 is At-Risk

100% of 2025 At-Risk compensation is delivered in equity awards tied to stock price performance

25%

26%

23%

30%

67% of these equity awards are PRSUs, which vest based on additional objective performance measures

0% 0%

2020 2021 2022 2023 2024 2025

Excludes LTRSUs described on page 43

2025 Performance and Compensation Determinations

In determining Mr. Kruszewski's variable compensation for 2025, the Committee specifically noted:

▸ Mr. Kruszewski led the firm through rapidly changing market conditions with stability and significant growth.

▸ It is appropriate to lead with At-Risk forms of compensation as incremental compensation is awarded. Approximately half or more of incremental CEO compensation since 2016 has been At-Risk. 49% of CEO compensation for 2025 was At-Risk.

▸ The CEO's annual compensation reflected a consistent application of the Committee's compensation philosophy with respect to CEO compensation in terms of the following three principles:

▸ The total amount of annual CEO compensation has closely tracked historical Stifel performance, as measured by the three primary performance goals established by the Committee: non-GAAP net revenue, non-GAAP pre-tax net income and non-GAAP diluted EPS, emphasizing non-GAAP pre-tax net income and non-GAAP diluted EPS. See "Use of Non-GAAP Measures" on page 46 for a description of how and why these measures differ from GAAP measures.

▸ The ultimately realized value of CEO compensation is closely tied to future Stifel performance, as measured by the performance of common stock, in the case of RSUs, PRSUs and LTRSUs, and as measured by the performance of common stock, our total shareholder return relative to the total shareholder return of a peer group of firms, non-GAAP diluted EPS and non-GAAP return on common equity, in the case of PRSUs.

▸ The ongoing powerful and direct alignment of the CEO with the interests of all shareholders through the CEO's existing share ownership, which is significant.

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Stifel Financial Corporation published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 15:28 UTC.