Form 8-K

8-K — STIFEL FINANCIAL CORP

Accession: 0001193125-26-263768

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0000720672

SIC: 6211 (SECURITY BROKERS, DEALERS & FLOTATION COMPANIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — d282209d8k.htm (Primary)

EX-3.1 (d282209dex31.htm)

EX-10.1 (d282209dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d282209d8k.htm · Sequence: 1

8-K

STIFEL FINANCIAL CORP false 0000720672 --12-31 0000720672 2026-06-09 2026-06-09 0000720672 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesBPreferredStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesCPreferredStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesDPreferredStockMember 2026-06-09 2026-06-09 0000720672 sfb:M5.20SeniorNotesDue2047Member 2026-06-09 2026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-09305

43-1273600

(State of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

501 N. Broadway, St. Louis, Missouri 63102-2188

(Address of principal executive offices and zip code)

(314) 342-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange on Which

Registered

Common Stock, $0.15 par value per share

New York Stock Exchange

Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B

SF-PB

New York Stock Exchange

Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C

SF-PC

New York Stock Exchange

Depository Shares, each representing 1/1,000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D

SF-PD

New York Stock Exchange

5.20% Senior Notes due 2047

SFB

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in more detail below under Item 5.07, on June 9, 2026, the shareholders of Stifel Financial Corp. (the “Company”) approved amendments to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) (the “Plan”). The material terms of the Plan are summarized in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2026. The description of the Plan is qualified in its entirety by the full text of the Plan, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-Laws: Change in Fiscal Year.

As described in more detail below under Item 5.07, on June 9, 2026, the Company’s shareholders approved an increase in the total number of shares of stock authorized from 197,000,000 to 294,000,000; and an increase in the number of shares of common stock authorized from 194,000,000 to 291,000,000.

On June 9, 2026, the Company filed the First Amendment to the Second Restated Certificate of Incorporation with the Secretary of the State of Delaware, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company was held on June 9, 2026 to (i) elect twelve members of the Board of Directors; (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Company’s Proxy Statement; (iii) approve the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance; (iv) approve the adoption of an amendment to the Stifel Financial Corp. 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; and (v) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026.

As of April 13, 2026, the record date for the Annual Meeting, there were 153,794,394 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 142,320,057 shares of common stock were represented in person or by proxy, constituting a quorum.

The final results for the proposals voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors:

The Company’s shareholders elected twelve directors to hold office until the 2027 annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal. The following table shows the results of the shareholders’ votes:

For

Withhold

Authority

Abstentions

Broker

Non-votes

Adam T. Berlew

125,536,282

1,034,476

—

15,749,299

Maryam S. Brown

126,346,811

223,947

—

15,749,299

Michael W. Brown

123,047,033

3,523,725

—

15,749,299

Lisa L. Carnoy

125,248,195

1,322,563

—

15,749,299

Robert E. Grady

120,287,441

6,283,317

—

15,749,299

James P. Kavanaugh

125,525,957

1,044,801

—

15,749,299

Ronald J. Kruszewski

122,402,295

4,168,463

—

15,749,299

Maura A. Markus

117,164,901

9,405,857

—

15,749,299

Victor J. Nesi

124,594,673

1,976,085

15,749,299

David A. Peacock

121,277,210

5,293,548

—

15,749,299

Thomas W. Weisel

124,569,215

2,001,543

—

15,749,299

Michael J. Zimmerman

122,772,544

3,798,214

—

15,749,299

Proposal 2 – To approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement:

For

Against

Abstentions

Broker Non-votes

123,866,225

2,396,358

308,175

15,749,299

Proposal 3 – To approve the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance:

For

Against

Abstentions

Broker Non-votes

141,102,597

1,111,627

105,833

N/A

Proposal 4 – To approve the adoption of an amendment to the Stifel Financial Corp. 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:

For

Against

Abstentions

Broker Non-votes

87,433,331

38,926,563

210,864

15,749,299

Proposal 5 – To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026:

For

Against

Abstentions

Broker Non-votes

138,332,694

3,809,504

177,859

N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

3.1

First Amendment to the Second Restated Certificate of Incorporation, dated June 9, 2026

10.1

Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement), as amended through June 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STIFEL FINANCIAL CORP.

Date: June 9, 2026

By:

/s/ James M. Marischen

Name:

James M. Marischen

Title:

Chief Financial Officer

EX-3.1

Filename: d282209dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

FIRST AMENDMENT TO

SECOND RESTATED CERTIFICATE OF INCORPORATION

STIFEL FINANCIAL

CORP.

Stifel Financial Corp. (the “Corporation”), a corporation organized and existing under the

law of the State of Delaware, hereby certifies as follows:

1. That the name of the Corporation is Stifel

Financial Corp. The corporation was organized on December 31, 1981 under the name of SN Alliance, Inc.

2. That Article FOURTH Section A. of the Second Restated Certificate of Incorporation is hereby amended and

restated in its entirety to read as follows:

“A. The aggregate shares of all classes of stock which the Corporation shall have

authority to issue is Two Hundred Ninety-Four Million (294,000,000) shares, consisting of Three Million (3,000,000) shares of preferred stock of the par value of One Dollar ($1.00) each (hereinafter called the “Preferred Stock”) and Two

Hundred Ninety-One Million (291,000,000) shares of common stock of the par value of Fifteen Cents ($0.15) each (hereinafter called the “Common Stock”). “

3. The amendment to the Second Restated Certificate of Incorporation herein certified has been duly adopted in

accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Remainder of page

intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this First Amendment to

Second Restated Certificate of Incorporation to be signed by its duly authorized officer this 9th day of June, 2026.

By:

/s/ Ronald J. Kruszewski

Ronald J. Kruszewski

Chairman of the Board, Chief Executive Officer and Director

EX-10.1

Filename: d282209dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement)

Background and Purpose

Stifel Financial Corp. (the “Corporation”) adopted the Stifel Financial Corp. 2001 Incentive Stock Plan (the

“ISP”) at its annual stockholder meeting in 2001 and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation adopted (the

“EIP”) at its annual shareholder meeting in 2000, and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation now wishes to have a single equity

incentive plan for key employees, directors, officers and consultants and has amended and restated the ISP into this 2001 Incentive Stock Plan (2018 Restatement) (as it may be further amended from time to time, the “Plan”).

The purpose of the Plan is to encourage key employees, directors, officers and consultants of the Corporation as may be designated in the manner set forth in this Plan, to be granted benefits of the kind set forth in this Plan on a basis mutually

advantageous with the Corporation and thus provide an incentive for such recipients to continue to contribute to the success of the Corporation and align their interests with the interests of the stockholders of the Corporation.

Administration

The Plan shall be administered by the Board of Directors of the Corporation or the Compensation Committee of the Board of Directors (the

“Administrator”).

The authority to select persons eligible to participate in the Plan, to grant benefits in accordance with the

Plan, and to establish the timing, pricing, amount and other terms and conditions of such grants (which need not be uniform with respect to the various participants or with respect to different grants to the same participant), may be exercised by

the Administrator in its sole discretion, or by any member of the Compensation Committee of the Board of Directors upon a specific recommendation from the Executive Committee of Stifel, Nicolaus & Company, Incorporated.

Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish appropriate rules

relating to the Plan, to delegate some or all of its authority under the Plan and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or

advisable.

The Board of Directors in its discretion may delegate and assign specified duties and authority of the Administrator to any other committee and

retain the other duties and authority of the Administrator to itself.

Shares Reserved Under the Plan

Subject to the provisions of Section 12 (relating to adjustment for changes in capital stock), the Plan shall reserve for issuance under the Plan an

aggregate of 99,674,973 shares of common stock, $0.15 par value per share (the “Common Stock”) of the Corporation (the “Initial Reserve”), which may be authorized but unissued or treasury shares

including shares reacquired by the Corporation such as shares purchased in the open market or in private transactions. However, subject to Section 12 (relating to adjustment for changes in capital stock), 2,256,250 shares of Common Stock in the

Initial Reserve shall be reserved only for participants who are non-employee directors and no other portion of the reserve shall be utilized for such non-employee

directors (the “Directors’ Reserve”). For clarity, each of the Initial Reserve and the Directors’ Reserve shall be inclusive of prior utilization under the ISP and ESP, respectively, such that no additional

shares shall be reserved under the Plan as under the ISP and ESP.

As used in this Section 3, the term “Plan Maximum” shall

refer to the number of shares of Common Stock of the Corporation that are available for grant of awards pursuant to the Plan with respect to the Initial Reserve or Directors’ Reserve, as applicable. Stock underlying outstanding options, stock

appreciation rights, or performance awards will reduce the Plan Maximum while such options, stock appreciation rights or performance awards are outstanding. Shares underlying expired, canceled or forfeited options, stock appreciation rights or

performance awards shall be added back to the Plan Maximum. When the exercise price of stock options is paid by delivery of shares of Common Stock, or if the Administrator approves the withholding of shares from a distribution in payment of the

exercise

price or tax withholding obligations relating to any award, the Plan Maximum shall be reduced by the net (rather than the gross) number of shares issued pursuant to such award, regardless of the

number of shares surrendered or withheld in payment. If the Administrator approves the payment of cash to an optionee equal to the difference between the fair market value and the exercise price of stock subject to an option, or if a stock

appreciation right is exercised for cash or a performance or other award is paid in cash, the Plan Maximum shall be increased by the number of shares with respect to which such payment is applicable. Restricted stock issued pursuant to the Plan will

reduce the Plan Maximum while outstanding even while subject to restrictions. Shares of restricted stock shall be added back to the Plan Maximum if such restricted stock is forfeited or is returned to the Corporation as part of a restructuring of

benefits granted pursuant to the Plan or otherwise. When shares of Common Stock are transferred in satisfaction of a stock unit, the Plan Maximum shall be reduced by the net (rather than the gross) number of shares issued, regardless of the number

of shares withheld in payment of tax withholding obligations. For purposes of applying the foregoing, awards granted under the ISP or EIP shall be treated as if they were granted under this Plan.

Participants

Participants will consist of such officers, directors, employees and consultants of the Corporation or any designated subsidiary as the Administrator in its

sole discretion shall determine. Designation of a participant in any year shall not require the Administrator to designate such person to receive a benefit in any other year or to receive the same type or amount of benefit as granted to the

participant in any other year or as granted to any other participant in any year. The Administrator shall consider such factors as it deems pertinent in selecting participants and in determining the type and amount of their respective benefits.

Types of Benefits

The following benefits may be granted under the Plan:

(a) stock appreciation rights (“SARs”);

(b) restricted stock (“Restricted Stock”);

(d) incentive stock options (“ISOs”);

(e) nonqualified stock options (“NQSOs”); and

(f) Stock Units, all as described below.

In all

events, the per-share exercise or purchase price of any SARs, ISOs or NQSOs granted under the Plan shall not be less than 100% of the fair market value of a share of Common Stock on the date of grant of the

award, provided that the per-share exercise price of any ISOs granted to individuals described in Code Section 422(b)(6) (relating to certain 10% shareholders) shall not be less than 110% of the fair

market value of a share of Common Stock on the date of grant of the option.

Stock Appreciation Rights

A SAR is the right to receive all or a portion of the difference between the fair market value of a share of Common Stock at the time of exercise of the SAR

and the exercise price of the SAR established by the Administrator, subject to such terms and conditions set forth in a SAR agreement as may be established by the Administrator in its sole discretion. At the discretion of the Administrator, SARs may

be exercised:

(a) in lieu of exercise of an option,

(b) in conjunction with the exercise of an option,

(d)

independent of an option or

(e) each of the above in connection with a previously awarded option under the Plan.

If the option referred to in (a), (b) or (c) above qualified as an ISO pursuant to Section 422 of the Code, the related SAR shall comply with the

applicable provisions of the Code and the regulations issued thereunder. At the time of grant, the Administrator may establish, in its sole discretion, a maximum amount per share which will be payable upon exercise of a SAR, and may impose

conditions on exercise of a SAR. At the discretion of the Administrator, payment for SARs may be made in cash or shares of Common Stock of the Corporation, or in a combination thereof. SARs will be exercisable not later than ten years after the date

they are granted and will expire in accordance with the terms established by the Administrator.

Restricted Stock

Restricted Stock is Common Stock of the Corporation issued or transferred under the Plan (other than upon exercise of stock options or as Performance Awards)

at any purchase price less than the fair market value thereof on the date of issuance or transfer, or as a bonus, subject to such terms and conditions set forth in a Restricted Stock agreement as may be established by the Administrator in its sole

discretion. In the case of any Restricted Stock:

(a) The purchase price, if any, will be determined by the Administrator.

(b) The period of restriction shall be established by the Administrator for any grants of Restricted Stock;

(i) restrictions on the sale or other disposition thereof;

(ii) rights of the Corporation to reacquire such Restricted Stock at the purchase price, if any, originally paid therefor upon termination of

the employee’s employment or the participant’s service to the Corporation or its subsidiaries within specified periods;

(iii)

representation by the participant that he or she intends to acquire Restricted Stock for investment and not for resale; and

(iv) such

other restrictions, conditions and terms as the Administrator deems appropriate.

(d) The participant shall be entitled to all dividends

paid with respect to Restricted Stock during the period of restriction and shall not be required to return any such dividends to the Corporation in the event of the forfeiture of the Restricted Stock.

(e) The participant shall be entitled to vote the Restricted Stock during the period of restriction.

(f) The Administrator shall determine whether Restricted Stock is to be delivered to the participant with an appropriate legend imprinted on

the certificate or if the shares are to be issued in the name of a nominee or deposited in escrow pending removal of the restrictions.

Performance Awards

Performance Awards are Common Stock of the Corporation, monetary units or some combination thereof, to be issued without any payment therefor, in the event

that certain performance goals established by the Administrator are achieved over a period of time designated by the Administrator, but not in any event more than five years. The goals established by the Administrator may include return on average

total capital employed, earnings per share, increases in share price or such other goals as may be established by the Administrator. In the event the minimum corporate goal is not achieved at the conclusion of the period, no payment shall be made to

the participant. Actual payment of the award earned shall be in cash or in Common Stock of the Corporation or in a combination of both, as the Administrator in its sole discretion determines. If Common Stock of the Corporation is used, the

participant shall not have the right to vote and receive dividends until the goals are achieved and the actual shares are issued.

Incentive Stock Options

ISOs are stock options issued to employees to purchase shares of Common Stock at not less than 100% of the fair market value of the shares on the date the

option is granted, subject to such terms and conditions set forth in an option agreement as may be established by the Administrator in its sole discretion that conform to the requirements of Section 422 of the Code. Said purchase price may be

paid:

(a) by check or

(b),

in the discretion of the Administrator, by the delivery of shares of Common Stock of the Corporation owned by the participant, or

(c), in

the discretion of the Administrator, by a combination of any of the foregoing, in the manner provided in the option agreement.

The aggregate fair market

value (determined as of the time an option is granted) of the stock with respect to which ISOs are exercisable for the first time by an optionee during any calendar year (under all option plans of the Corporation and its subsidiary corporations)

shall not exceed $100,000 (and any options granted in excess of this amount will be NQSOs).

10.

Nonqualified Stock Options

NQSOs are nonqualified stock options to purchase shares of Common Stock at purchase prices established by the Administrator on the date the options are

granted, subject to such terms and conditions set forth in an option agreement as may be established by the Administrator in its sole discretion. The purchase price may be paid:

(a) by check or

(b), in the

discretion of the Administrator, by the delivery of shares of Common Stock of the Corporation owned by the participant, or simply by delivering to the participant upon exercise of the option only the net number of shares of Common Stock with a value

equal to the difference between the fair market value of the shares subject to the option and the exercise price of the option, or

(c), in

the discretion of the Administrator, by a combination of any of the foregoing, in the manner provided in the option agreement.

NQSOs granted after the

date of stockholder approval of the Plan shall be exercisable no later than ten years after the date they are granted.

11.

Stock Units

A Stock Unit represents the right to receive a share of Common Stock from the Corporation at a designated time in the future, subject to such terms and

conditions set forth in a Stock Unit agreement as may be established by the Administrator in its sole discretion. At the sole discretion of the Administrator, a Stock Unit may be paid in cash or shares of Common Stock, or a combination thereof. The

participant generally does not have the rights of a stockholder until receipt of the Common Stock. The Administrator may in its discretion provide for payments in cash, or adjustment in the number of Stock Units, equivalent to the dividends the

participant would have received if the participant had been the owner of shares of Common Stock instead of the Stock Units.

12.

Adjustment Provisions

(a) If the Corporation shall at any time change the number of issued shares of Common Stock without new consideration to the Corporation (such

as by stock dividends or stock splits) or pay any extraordinary cash dividend on shares of Common Stock, the total number of shares reserved for issuance under the Plan, the number of shares covered by each outstanding benefit and/or the exercise

price thereof (if applicable) shall be adjusted so that the aggregate consideration payable to the Corporation, if any, and the value of each such benefit shall not be changed. Benefits may also contain provisions for their continuation or for other

equitable adjustments after changes in the Common Stock resulting from reorganization, sale, merger, consolidation, issuance of stock rights or warrants, or similar occurrence.

(b) Notwithstanding any other provision of the Plan, and without affecting the number of shares reserved or available hereunder, the Board of

Directors may authorize the issuance or assumption of benefits in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate.

13.

Change in Control

In the event of a Change in Control of the Corporation, as defined below, the vesting of all outstanding SARs, shares of Restricted Stock, ISOs, NQSOs and

Stock Units shall be accelerated only to the extent set forth in the applicable agreement established by the Administrator in its sole discretion.

“Change in Control” means:

(a) The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Corporation that, together with

stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;

(b) The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Corporation, that together with

stock of the Corporation acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Corporation;

(c) A majority of the members of the Board of Directors is replaced during any twelve-month period by directors whose appointment or election

is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election;

(d) One person, or

more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Corporation that have a total gross fair market value

(determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of

the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the

Corporation.

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance

with, the regulations under Section 409A of the Code.

14.

Nontransferability

Each benefit granted under the Plan shall not be transferable otherwise than by will or the laws of descent

and distribution; provided, however, NQSOs granted under the Plan may be transferred, without consideration, to a Permitted Transferee (as defined below). Benefits granted under the Plan shall be exercisable, during the participant’s lifetime,

only by the participant or a Permitted Transferee. In the event of the death of a participant, exercise or payment shall be made only:

(a)

By or to the Permitted Transferee, executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws of descent and

distribution; and

(b) To the extent that the deceased participant or the Permitted Transferee, as the case may be, was entitled thereto at

the date of his death.

For purposes of this Section 14, “Permitted Transferee” shall include: (i) one or more members of the

participant’s family, (ii) one or more trusts for the benefit of the participant and/or one or more members of the participant’s family, or (iii) one or more partnerships (general or limited), corporations, limited liability

companies or other entities in which the aggregate interests of the participant and members of the participant’s family exceed 80% of all interests. For this purpose, the participant’s family shall include only the participant’s

spouse, children and grandchildren.

15.

Taxes

The Corporation will be authorized to withhold from any amounts payable or shares deliverable under the Plan, amounts due under applicable federal or state

income, social security, payroll, withholding or other tax laws or regulations (and may withhold such greater amount as is permissible under applicable tax, legal, accounting and other guidance), and to take such other action as the Administrator

may deem advisable to enable the Corporation to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any amounts payable or shares deliverable under the Plan, and to defer such payment or delivery until

indemnified to its satisfaction in respect of such obligations. This authority shall include authority to withhold or receive shares or other property and to make cash payments in respect thereof in satisfaction of such tax obligations, either on a

mandatory or elective basis in the discretion of the Administrator.

16.

Tenure

A participant’s right, if any, to continue to serve the Corporation and its subsidiaries as a director, officer, employee, consultant or otherwise, shall

not be enlarged or otherwise affected by his or her designation as a participant under the Plan.

17.

Duration, Interpretation, Amendment and Termination

No benefit shall be granted after August 6, 2028. The terms and conditions applicable to any benefit granted within such period may thereafter be amended

or modified by mutual agreement between the Corporation and the participant or such other person as may then have an interest therein. Without the prior approval of the Corporation’s stockholders, the Corporation will not effect a

“repricing” (as defined below) of any stock options or other benefits granted under the terms of the Plan. For purposes of the immediately preceding sentence, a “repricing” shall be deemed to mean any of the

following actions or any other action having the same effect:

(a) the lowering of the purchase price of an option or other benefit after

it is granted;

(b) the canceling of an option or other benefit in exchange for another option or benefit at a time when the purchase price

of the cancelled option or benefit exceeds the fair market value of the underlying stock (unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar

corporate transaction);

of the purchased option or benefit exceeds the fair market value of the underlying stock (unless the purchase occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction);

(d) an action that is treated as a repricing under generally accepted accounting principles.

To the extent that any stock options or other benefits which may be granted within the terms of the Plan would qualify under present or future laws for tax

treatment that is beneficial to a recipient, then any such beneficial treatment shall be considered within the intent, purpose and operational purview of the Plan and the discretion of the Administrator, and to the extent that any such stock options

or other

benefits would so qualify within the terms of the Plan, the Administrator shall have full and complete authority to grant stock options or other benefits that so qualify (including the authority

to grant, simultaneously or otherwise, stock options or other benefits which do not so qualify) and to prescribe the terms and conditions (which need not be identical as among recipients) in respect to the grant or exercise of any such stock option

or other benefits under the Plan.

The Board of Directors may amend the Plan from time to time or terminate the Plan at any time; provided, however, that

no amendment of this Plan shall be made without stockholder approval if stockholder approval is required by law, regulation, or stock exchange rule. Further, no amendment of the Plan shall, without approval of the stockholders of the Corporation,

(a) increase the total number of shares which may be issued under the Plan or increase the amount or type of benefits that may be granted under the Plan; or (b) modify the requirements as to eligibility for benefits under the Plan. No

action authorized by this paragraph shall reduce the amount of any existing benefit or change the terms and conditions thereof without the participant’s consent.

18.

Effective Date

This 2001 Stifel Financial Corp. Incentive Stock Plan (2018 Restatement) shall become effective as of the date it was adopted by the Board of Directors of the

Corporation (the “Effective Date”), provided that the issuance or distribution of any shares of Common Stock under this Plan is subject to approval of this Plan by the Corporation’s stockholders in accordance with the

Corporation’s organizational documents, applicable exchange listing requirements and applicable law and no such issuance or distribution shall occur prior to such approval.

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