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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 6, 2025
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 |
Name of Each Exchange on Which Registered |
||
| Common Stock, $0.15 par value per share | SF | 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. |
On June 6, 2025, the Board of Directors of Stifel Financial Corp. (the “Company”) received notification from Victor Nesi, Co-President and Institutional Group Head, of his retirement from the Company effective on July 1, 2025.
On June 6, 2025, the Board of Directors appointed Mr. Nesi as a Director of the Company effective July 1, 2025. Mr. Nesi will receive an award, which represents the annual retainer paid to all non-employee directors. Compensation for non-employee directors is described in the Company’s Proxy Statement under “Non-Employee Director Compensation.”
A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description |
|
| 99.1 | Press release dated June 11, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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. | ||||||
| (Registrant) | ||||||
| Date: June 11, 2025 | By: | /s/ James M. Marischen |
||||
| Name: | James M. Marischen | |||||
| Title: | Chief Financial Officer | |||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
STIFEL ANNOUNCES VICTOR NESI TO RETIRE AS CO-PRESIDENT
AND HEAD OF INSTITUTIONAL GROUP; JOINS BOARD OF DIRECTORS
ST. LOUIS, June 11, 2025 – Stifel Financial Corp. (NYSE: SF) today announced that Victor Nesi, Co-President and Head of the Institutional Group, will retire from his day-to-day operating responsibilities effective July 1, 2025, after 16 years of distinguished service. Mr. Nesi will, however, continue to serve the firm, simultaneously joining its Board of Directors.
“Victor has been instrumental in building the platform we have today,” said Ronald J. Kruszewski, Chairman and CEO of Stifel. “The transformation of our Institutional Group under his guidance is one of the great success stories in our firm’s history. His strategic vision, leadership, and relentless focus on client service elevated Stifel into a major player in the investment banking world. On a personal level, I am grateful for Victor’s partnership and steady counsel, and I am thrilled he will continue to contribute as a valued member of our Board.”
Mr. Nesi joined Stifel in 2009, at a formative moment for the firm’s Institutional Group. Under his stewardship, the Institutional Group’s overall revenue grew from $391 million in 2008 to a peak of $2.2 billion in 2021, while extending its reach across geographies, products, and capabilities. Investment banking revenue alone climbed 20x during this time from $84 million to a record $1.6 billion.
In 2024, the Institutional Group reported $1.6 billion in revenue, which represents a more than fourfold increase since Mr. Nesi’s arrival.
“Importantly, Victor has also ensured that the Institutional Group is well-positioned for continued success,” added Mr. Kruszewski. “He has put in place a seasoned leadership team and a strong organizational structure designed to carry forward the culture that he helped establish.”
“It has been an honor and privilege to help grow Stifel into a premier full-service investment bank,” said Mr. Nesi. “Our success is a direct reflection of the extraordinary people of Stifel – their talent, relentless drive, and unwavering commitment have made everything possible. Together, we have built something enduring with the momentum to achieve even greater things. Consequently, I believe this is the appropriate time for me to step back and allow the next generation of leaders to continue driving our firm forward. I am still energized and eager for new challenges and I look forward to supporting Stifel’s continued success in my new role on the Board.”
Mr. Nesi’s career in investment banking spans four decades. Before coming to Stifel, he held several leadership positions at Merrill Lynch, including Head of Americas Investment Banking. He has also worked as an investment banker at Salomon Brothers and Goldman Sachs and practiced corporate and securities law at Shea & Gould.
Stifel Company Information
Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri, that conducts its banking, securities, and financial services business through several wholly owned subsidiaries. Stifel’s broker-dealer clients are served in the United States through Stifel, Nicolaus & Company, Incorporated, including its Eaton Partners business division; Keefe, Bruyette & Woods, Inc.; Miller Buckfire & Co., LLC; and Stifel Independent Advisors, LLC. The Company’s broker-dealer affiliates provide securities brokerage, investment banking, trading, investment advisory, and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank and Stifel Bank & Trust offer a full range of consumer and commercial lending solutions. Stifel Trust Company, N.A. and Stifel Trust Company Delaware, N.A. offer trust and related services. To learn more about Stifel, please visit the Company’s website at www.stifel.com. For global disclosures, please visit https://www.stifel.com/investor-relations/press-releases.
Media Contact
Neil Shapiro, +1 (212) 271-3447
shapiron@stifel.com
Investor Relations Contact
Joel Jeffrey, +1 (212) 271-3610
investorrelations@stifel.com