UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________
FORM 11-K
(Mark One)
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the Fiscal Year Ended December 31, 2025 |
OR
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Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from to |
Commission File Number: 001-09305
_________________________
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
STIFEL FINANCIAL PROFIT SHARING 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:
STIFEL FINANCIAL CORP.
One Financial Plaza
501 N. Broadway
St. Louis, Missouri 63102-2188
Report of Independent Registered Public Accounting Firm
Investment Committee, Administrative Committee,
Plan Administrator and Plan Participants
Stifel Financial Profit Sharing 401(k) Plan
St. Louis, Missouri
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Stifel Financial Profit Sharing 401(k) Plan (the Plan) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2025 and Schedule of Nonexempt Transactions and Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2025 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule of Assets (Held at End of Year), Schedule of Nonexempt Transactions, and Schedule of Delinquent Participant Contributions are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
We have served as the Plan’s auditor since 2005.
/s/ Forvis Mazars, LLP
St. Louis, Missouri
June 12, 2026
Stifel Financial Profit Sharing 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
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December 31, |
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(in 000s) |
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2025 |
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2024 |
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Cash |
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$ |
54 |
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$ |
53 |
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Investments, at fair value |
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2,406,607 |
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2,077,057 |
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Investments, at contract value |
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217,037 |
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214,159 |
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Receivables: |
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Notes receivable from participants |
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14,368 |
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14,423 |
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Employer contributions |
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13,802 |
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14,268 |
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Total receivables |
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28,170 |
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28,691 |
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Net assets available for benefits |
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$ |
2,651,868 |
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$ |
2,319,960 |
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The accompanying notes are an integral part of these financial statements.
Stifel Financial Profit Sharing 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2025
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(in 000s) |
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Additions |
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Interest and dividends |
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$ |
77,613 |
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Net appreciation in fair value of investments |
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281,917 |
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Net investment income |
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359,530 |
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Interest income from notes receivable from participants |
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1,175 |
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Contributions: |
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Participants |
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141,705 |
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Rollovers |
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12,885 |
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Employer |
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13,829 |
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Total contributions |
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168,419 |
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Total additions |
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529,124 |
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Deductions |
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Benefits paid to participants |
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196,705 |
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Administrative expenses |
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511 |
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Total deductions |
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197,216 |
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Net increase |
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331,908 |
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Net assets available for benefits at beginning of year |
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2,319,960 |
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Net assets available for benefits at end of year |
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$ |
2,651,868 |
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The accompanying notes are an integral part of these financial statements.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
NOTE 1 – Description of the Plan
The following description of the Stifel Financial Profit Sharing 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan sponsored by Stifel Financial Corp. (the “Company”) for the benefit of its employees who meet the eligibility provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company’s Board of Directors has designated an Administrative Committee who has all discretionary authority for the operation and administration of the Plan and an Investment Committee to manage and monitor Plan investments. Empower Retirement, LLC (the “Trustee”) serves as the record keeper to maintain the individual accounts of each Plan participant.
Contributions
Each year, participants may contribute up to 100% of their eligible compensation as defined by the Plan document, up to an annual maximum of $23,500 for 2025. The Plan includes an automatic deferral feature. Accordingly, the Company will automatically withhold a portion of an eligible participant’s compensation. The amount to be automatically withheld will be equal to 6% of an eligible participant’s compensation, and that amount will increase by 1% each plan year until the amount withheld reaches 10% of an eligible participant’s annual compensation. Participants may also make after-tax contributions up to 100% of their eligible compensation as defined by the Plan document, up to an annual maximum of $70,000 for 2025. This limit includes all contributions made to participants’ accounts, including pre-tax, Roth, company match, and after-tax contributions.
In addition, participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions through payroll deductions up to an annual maximum of $7,500 in 2025, or $11,250 for participants between the ages of 60 and 63 during the Plan year. Participant contributions are contributed to the Plan as an elective deferral. There are three types of elective deferrals: pre-tax deferrals, Roth deferrals, and after-tax deferrals. For the year ended December 31, 2025, the Company made matching contributions equal to 100% of the first 6% contributed by each participant, for a maximum of $3,000 for semi-monthly associates with eligible earnings under $250,000, or $1,000 for commission-paid associates and semi-monthly associates with eligible earnings greater than $250,000. The Company’s contribution to the participant’s individual account is credited at the end of the year. This is reflected in the employer contribution receivable in the statements of net assets available for benefits. The Company has the right, under the Plan, to discontinue or modify its matching contributions at any time.
In addition, each year the Company may make a discretionary contribution based on profitability. Discretionary contributions are allocated to the participants employed on the last day of the Plan year on the basis of participants' compensation. There were no discretionary contributions in 2025.
Participant and Employer Contribution Receivables
The participant and employer contribution receivables are related to contributions from compensation paid prior to year-end, but where contributions have not yet been deposited in the Plan.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States may require management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and changes therein. Actual results could differ from those estimates.
Valuation of Investments and Income Recognition
The Plan’s investments are generally stated at their fair values with the exception of the Guaranteed Income Fund (a separately-managed account fund investment), which is stated at its contract value. Mutual funds, common stock of the Company, and self-directed brokerage accounts are stated at fair value based upon quoted market prices. Pooled separate accounts are valued at estimated net asset value as provided by the Trustee.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Income Tax Status
The Plan operates under a standardized adoption agreement in connection with a prototype 401(k) profit-sharing plan and trust sponsored by Empower Annuity Insurance Company, a subsidiary of the Trustee, (fka Prudential Retirement Insurance and Annuity Company). This prototype plan document has been filed with the appropriate agency and has obtained an opinion letter from the Internal Revenue Service stating that the prototype constitutes a qualified plan under Section 401 of the Internal Revenue Code and that the related trust was tax exempt as of the financial statement date.
The Plan has not obtained or requested a determination letter from the Internal Revenue Service. However, the plan administrator believes that the Plan and related trust are currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan was qualified and the related trust was tax exempt as of the financial statement date.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Risks and Uncertainties
The Plan provides for various investment options in common stock, pooled separate accounts, and registered investment companies (mutual funds). The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
NOTE 3 – Fair Value Measurements
Fair Value Hierarchy
The fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. “the exit price”) in an orderly transaction between market participants at the measurement date. We have categorized our financial instruments measured at fair value into a three-level classification in accordance with Topic 820, “Fair Value Measurement,” which established a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:
Level 1 – Observable inputs based on quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Valuation Techniques
The following is a description of the valuation techniques used to measure fair value on a recurring basis.
The Plan’s valuation methodology used to measure the fair values of the mutual funds, the Company’s common stock, and certain self-directed brokerage accounts were derived from quoted market prices. These investments are reported as Level 1.
Certain self-directed brokerage accounts included equity securities with unobservable inputs at December 31, 2024. These investments were reported as Level 3.
Pooled Separate Accounts
Fair value represents the net asset value (“NAV”) of the fund units, which is calculated based on the valuation of the funds’ underlying investments at fair value at the end of the year. The investments are public investment vehicles, which are valued using the NAV provided by the Trustee, acting as the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, excluding transaction costs, minus its liabilities, and then divided by the number of units outstanding.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Investments Measured at Fair Value on a Recurring Basis
Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2025 and 2024:
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December 31, 2025 |
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(in 000s) |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Mutual funds |
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$ |
1,013,365 |
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$ |
1,013,365 |
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$ |
— |
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$ |
— |
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Stifel Financial Corp. common stock |
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219,784 |
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219,784 |
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— |
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— |
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Self-directed brokerage accounts |
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20,621 |
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20,621 |
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— |
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— |
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1,253,770 |
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$ |
1,253,770 |
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$ |
— |
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$ |
— |
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Pooled separate accounts measured at NAV |
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1,152,837 |
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$ |
2,406,607 |
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December 31, 2024 |
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(in 000s) |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Mutual funds |
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$ |
843,426 |
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$ |
843,426 |
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$ |
— |
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$ |
— |
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Stifel Financial Corp. common stock |
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188,099 |
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188,099 |
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— |
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— |
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Self-directed brokerage accounts |
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28,573 |
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28,537 |
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— |
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36 |
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1,060,098 |
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$ |
1,060,062 |
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$ |
— |
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$ |
36 |
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Pooled separate accounts measured at NAV |
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1,016,959 |
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$ |
2,077,057 |
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NOTE 4 – Contracts with Insurance Companies
Guaranteed Income Fund
The Plan invested in the Guaranteed Income Fund (“GIF”) offered by the Trustee. Guarantees are based on the claims paying ability of the Trustee and not the value of the securities within the insurer’s general account. The credit rating of the issuer at December 31, 2025 was Aa3 as reported by Moody’s Investors Service. Deposits made to the GIF are deposited in the Trustee’s general account. Payment obligations under the GIF represent an insurance claim supported by all the general assets. The GIF does not operate like a mutual fund, variable annuity product, or conventional fixed rate individual annuity product. Expenses related to the GIF are calculated by the Trustee and incorporated in the GIF crediting rate. Past interest rates are not indicative of future interest rates.
GIF Operation
Under the group annuity contract that supports this product, participants may ordinarily direct permitted withdrawals or transfers of all or a portion of their account balance at Contract Value within reasonable time frames. Contract Value represents deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. The contract is effected directly between the Plan and the issuer. The repayment of principal and interest credited to participants is a financial obligation of the issuer. There are no reserves against Contract Value for credit risk of the contract issuer or otherwise. Given these provisions, the Plan considers this contact to be benefit responsive.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Contract Value
The concept of a value other than Contract Value does not apply to this insurance company issued account backed evergreen (no maturity date) group annuity spread product even upon discontinuance of the contract in which case Contract Value would be paid no later than 90 days from the date the sponsor provides notice to discontinue. The contract’s operation is different than many other evergreen group annuity products in the market by virtue of the fact that a market value (fair value) adjustment does not apply upon a discontinuance. This annuity contract, and therefore the liability of the insurer, is not backed by specific securities of its general account, and therefore the market value of the securities in the insurer’s general account does not represent the fair value. The Plan owns a promise to receive interest at crediting rates which are announced in advance and guaranteed for a specific period of time as outlined in the group annuity contract. This product is not a traditional Guaranteed Investment Contract, and therefore there are no known cash flows that could be discounted. As a result, the value amount shown materially approximates the Contract Value. As of December 31, 2025 and 2024, the Plan held $217.0 million and $214.2 million, respectively.
Interest Crediting Rates
Interest is credited on contract balances using a single portfolio rate approach. Under this methodology, a single interest crediting rate is applied to all contributions made to the product regardless of the timing of those contributions. The average interest earned by the Plan was 2.10% for the year ended December 31, 2025. No adjustment is required to mediate between the average earnings credited to the Plan and the average earnings credited to the participants. The same crediting interest rate is applied to the entire contract value and is reviewed on a semi-annual basis for resetting. The factors considered in establishing the crediting interest rate include current economic and market conditions, the general interest rate environment and both actual and expected experience of a reference portfolio within the general account. The guaranteed minimum interest rate was 2.10% as of December 31, 2025.
Events
Only an event causing liquidity constraints at the Trustee could limit the ability of the Plan to transact at Contract Value paid within 90 days or in rare circumstances, Contract Value over time. There are no events that allow the issuer to terminate the contract and which require the Plan sponsor to settle at an amount different than Contact Value paid either within 90 days or over time.
NOTE 5 – Party-in-Interest Transactions
Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, and a person who owns 50% or more of such an employer or relatives of such persons.
Active participants can purchase the common stock of the Company from their existing account balances. At December 31, 2025 and 2024, participants held 2,632,773 and 2,659,776 shares, respectively.
The Plan invests in certain funds of the Trustee. The Plan paid $0.5 million of administrative and record keeping fees to the Trustee during the year ended December 31, 2025. The Company provides certain administrative services at no cost to the Plan and pays certain accounting and auditing fees related to the Plan.
Participant loans are considered party-in-interest transactions. Notes receivable from participants were $14.4 million at December 31, 2025 and 2024, respectively.
Stifel Financial Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Nonexempt Party-In-Interest Transactions
During the year ended December 31, 2024, the plan administrator determined that payments totaling approximately $1.0 million to Empower Annuity Insurance Company, a subsidiary of the Trustee, for record keeping services were improperly made from Plan assets during the years ended December 31, 2022, 2021, and 2020. These are considered a non-exempt (prohibited) transaction under ERISA.
During the year ended December 31, 2025, the amounts were returned to the Plan (including earnings thereon), excise taxes were paid, and the matter was corrected under the Voluntary Fiduciary Correction Program established by U.S. Department of Labor. The Company received a no-action letter in August 2025.
NOTE 6 – Delinquent Participant Contributions
For the year ended December 31, 2025, the Company did not remit certain participant contributions and loan repayments to the Plan on a timely basis as defined by the Department of Labor’s Rules and Regulations for Reporting and Delinquent Participant Contributions Disclosure under ERISA. Untimely remittances identified on the Schedule of Delinquent Participant Contributions totaled $11,181 in 2025. Certain remittances for the years ended December 31, 2024 and 2023 were fully corrected in 2025. See accompanying supplemental Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions for further information.
NOTE 7 – Subsequent Events
We evaluate subsequent events that have occurred after the net assets available for benefits date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of net assets available for plan benefits, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of net assets available for plan benefits but arose after that date. Based on the evaluation, we did not identify any recognized subsequent events that would have required adjustment to the Plan's financial statements; however, we identified the following non-recognized subsequent events:
Stock Split
On January 26, 2026, the Company’s Board of Directors declared a 50% stock dividend, in the form of a three-for-two stock split, of its common stock payable on February 26, 2026, to shareholders of record as of February 12, 2026. Trading began on a split-adjusted basis on February 27, 2026. All share information presented herein has been retroactively adjusted to reflect the stock split.
Change of Trustee and Record Keeper
On March 30, 2026, the Company transitioned the Plan from Empower Retirement, LLC to Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, at which time, assets of $2.5 billion were transferred to Fidelity. On the date of transition, Fidelity Workplace Services LLC, an affiliate of Fidelity, began maintaining the Plan’s records.
The Plan became subject to a blackout period from March 20, 2026, through April 9, 2026, during the transition of the Plan from Empower Retirement, LLC to Fidelity. During the blackout period, Plan participants were unable to: purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plan, including Company common stock; change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plan; receive distributions or withdrawals from, or terminate their participation in, the Plan; receive loans from the Plan; or make rollover contributions into the Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Stifel Financial Profit Sharing 401(k) Plan Administrative Committee has duly caused this annual report to be signed on their behalf by the undersigned, hereunto duly authorized.
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STIFEL FINANCIAL PROFIT SHARING 401(k) PLAN |
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By: |
/s/ Kristen Johnson |
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Kristen Johnson Chair/Administrative Committee |
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Date: June 12, 2026