Stifel Financial AGM 2026 | All Management Proposals Ratified To Drive Wealth Advisory Scale Goals

Thank you, operator. Our corporate secretary Mark Fiser will introduce today's meeting and provide a quorum report. Mr. Fischer.

Thank you, Mark. I call the meeting to order and welcome our shareholders to this annual meeting. The directors and officers of our company in addition to myself attending today's meeting are Marian Brown, Michael Brown, Lisa Carino, Robert Grady, Laurie Marcus, Victor Nesi, Tom Weisel, and Michael Zimmerman. Those are the directors. The senior officers that are also present: James Zemlock, president; Mark Fiser, who was introduced as general counsel secretary; Jim Marischen, chief financial officer; and David Bley, chief operating officer. Joining us today from KPMG are Andrew Espie, Barry Byron Witry, Megan Rehberg, and Matt Kushnik. KPMG is being recommended to you, our shareholders, as our independent auditing firm for this fiscal year. We will now begin the formal business of this meeting. Consistent with the bylaws of the company, I am acting as chairman of the meeting and Mark Fischer is acting as secretary. I appoint Jim Lashover and Michael Buckley as tellers to tabulate the votes at this meeting. An affidavit of mailing of the notice of this meeting to all shareholders of record on April 13, 2026 will be filed with the minutes of this meeting. The previous annual meeting of shareholders was held on June 4th, 2025. The minutes for that meeting have been made available under the documents tab at the upper right of your screen. I will deem these minutes accepted without objection unless a shareholder or proxy objects by email to stifelinvestorrelations.com on or before June 23rd, 2026. Item one is the proposal of directors for election. The company's board of directors has proposed that the following individuals be elected at this annual meeting as directors, each to serve for a one-year term or until a successor has been elected and qualified. Adam Burrell, Marian Brown, Michael Brown, Lisa Carino, Robert Grady, Tim Kavanagh, Ron Kruszewski, Laurie Marcus, Victor Nesi, David Peacock, Tom Weisel, and Michael Zimmerman. This proposal has been submitted to the shareholders for a vote. As reflected in the notice of this meeting, we have four additional proposals before you. The board of directors has recommended that shareholders approve each of these items. Item two is approval of an advisory resolution on executive compensation, sometimes referred to as say on pay. Item three is adoption of an amendment to the company's certificate of incorporation to increase by 50% the number of shares of common stock authorized. Item four is authorization of amendments to the 2001 Stock Plan, 2018 Restatement, to increase capacity by 9 million shares, including 175,000 shares to be reserved for our non-employee directors. Item five is the board proposal that shareholders ratify the board's selection of KPMG as independent auditors for the fiscal year ending November 31st, 2026. These items have each been submitted to our shareholders for a vote. I now recognize the representatives of KPMG and invite them to address this meeting. Is there any statement that you wish to make at this time?

Thank you. Later in the meeting, I will recognize anyone wishing to ask questions of the representatives of KPMG. Shareholders who have already voted do not need to take any further action unless they want to change their votes. If you want to change your vote or have not yet voted, you may vote at any time prior to 11:30 a.m. Central time by clicking on the vote link at the upper right of your screen or by visiting the website www.investorvote.com/sf. Before hearing the results of the meeting, I would like to deliver some remarks on the company and I'll also bring up some slides for those of you that are online. So, as is our tradition, I will highlight the highlights of the year. I will do so by reviewing my annual shareholder letter. 135 years. The cover of this year's annual report is straightforward: our bull and bear in gold and beneath them the number 135, representing the number of years since Stifel's founding in 1890. I've been thinking about what that really means and what it takes for any firm to last that long. Good luck? Well, it isn't just good luck. It's really where good luck meets good strategy. And that combination compounds. This firm has operated through panics, depressions, two world wars, taxation, the dot-com bust, a financial crisis that nearly broke the banking system, a pandemic, and in 2023, a sudden spike in inflation with rapid Federal Reserve rate increases that caused a banking crisis. Through it all, technology has changed, regulations have changed, and the competitive landscape has continually evolved. But our mission never did: take care of people's wealth with the same care that you take care of your own. Herman Stifel charged us with that in 1890. It is aligned in our history. What this firm strives to do every day and has for 135 years. And that mission has a name. We call it One Stifel. When I came to Stifel in 1997, and I note that this marks my 29th annual meeting as CEO, we were a Midwestern brokerage firm with good people, good culture, frankly small, a little over 100 million in revenue and a market cap of about 40 billion. This was back in ’97. The strategy we put in place then was straightforward and it hasn't changed. Simply, we strive to be the adviser of choice to our clients. Whether it's an individual saving for retirement, planning for educational expenses, or simply investing, or a corporation wanting to raise capital, or do a merger, or a municipality looking to raise funds for a new school. In all, Stifel strives to be their financial advisor. The strategy has as its cornerstone that the only way to achieve the status of advisor of choice is to partner with talented entrepreneurial people who choose Stifel as their firm of choice. To be firm of choice requires a strong culture grounded in the golden rule. We knew then and we know now that if we can achieve the objective of firm of choice leading to advisor of choice, our stock price will take care of itself, making Stifel an investment of choice. This is our Virtuous Cycle strategy that has not changed in 29 years. Every hire, every acquisition, every capital decision for this time has served those three commitments. Today we're a diversified global firm with approximately 6 billion in revenue and a market cap that exceeded 13 billion at its high water mark this year. We stayed disciplined and our results compounded. That doesn't mean every decision was right or every year was easy. We've had our share of both over time. Discipline compounds into results. Let's take a look at the year just behind us, for that is of course 2025. Stifel reported record net revenue of 5.53 billion in ’25, up 11% from 4.97 billion in the prior year, and revenue has compounded at a 15% rate from 100 million in 1996. Non-GAAP earnings were 744 million. Including elevated provisions for legal matters, non-GAAP net income available to common shareholders was approximately 873 million and produced a return on average common equity of 25%. The non-GAAP compensation ratio held at 58%, driving adjusted pre-tax margins of a little over 21%. EPS was $4.51. That's increased from 18 cents, believe it or not, in 2000 at a compound annual growth rate of 14%. Including the aforementioned legal items, EPS was $5.28 per share in 2025. Book value per share ended the year at $34.71, up from $1.57 in 2000. Total assets generated primarily through Stifel Bank and Trust totaled 41 billion at the end of ’25, and Stifel remains very well capitalized with equity of 5.9 billion. What about Stifel as investment of choice? Well, since January 1997, the S&P is up about 9 and a half times. Microsoft, one of the premier growth companies in history, is up 47 times. Stifel is up 83 times. And over the last five years, we have also outperformed both the S&P 500 and Microsoft. We raised our dividend for the ninth consecutive year and declared a three-for-two stock split effective February of 2026. Global Wealth Management produced record net revenue of 3.54 billion, up 8%. Asset management revenues crossed 1.7 billion for the first time, and Global Wealth pre-tax contribution was a little over 1.1 billion. We added 181 financial advisors during the year, including 92 experienced advisors with combined trailing 12-month production of a little over 86 million. Client assets reached a record 552 billion, up 10%, and fee-based assets grew 16% to 225 billion. Our Institutional Group net revenues were 1.91 billion, up 20%. Pre-tax contribution increased 47% to 329 million. Pre-tax margin expanded to 17% from 14%. Advisory revenues grew 25% to 721 million. Equity capital raising was up 44% as clients actively accessed the markets, and fixed income capital raising grew 12% in a more favorable financing environment. Investment banking had a fantastic year, in fact a record year in advisory M&A. On the capital management side, we repurchased 371 million of stock during the year at an average price approximately $100.90. Tier one capital stands at 4.5 billion. The tier one leverage ratio stands at 11.4%, and we held our investment grade rating: S&P at triple B, and Moody's at triple B. So much for the financial numbers. It seems that everyone is talking about the headwinds or tailwinds of AI, because that's about all I hear about. The headwind case in AI is really straightforward. Most people believe that AI will automate entire categories of knowledge work, disrupt industries that have run the same way for decades, and change or eliminate jobs along the way. I don't dismiss that. Every transformative technology in history has provoked the same fear. The automobile, the assembly line, the personal computer. Each one changed work as we know it. But those disrupted physical labor. AI is different. It's targeting knowledge work itself. The thinking, the analysis, the judgment we always assumed was uniquely ours. That's why the fear feels more personal this time. But for all its power, AI still struggles with human emotion, with culture, with motive. And the pattern holds. Every transformative technology ultimately becomes a tailwind to productivity and growth, not without disruption, but still a tailwind. I believe AI will also do the same thing We're already seeing it at Stifel. On the low side, AI agents can gather the information, prepare the analysis, and lay out the options before the advisor even sits down with a client They can synthesize the client's whole financial picture in mere minutes, freeing our advisors to do what clients actually value (which is advice. Our advisors listen and plan and advise their clients. On the institutional side, AI is changing how our analysts process information, how our bankers sort and evaluate deals, how our capital markets teams execute. People say that AI will let us do 5 days' work in 3, so maybe we'll all get a shorter week. I see it differently. I think we get 80 hours of work done in 40. That isn't about working harder. It's about making every hour count for more. Frankly, this is the biggest tailwind I've seen in my career. But a tailwind is not a replacement. One thing AI still cannot do, and it happens to be the most important thing we do. I wrote about it earlier this year. Simply, I believe that advice, human advice, is not an algorithm. The question I hear most from clients and advisors is whether AI will eventually replace the advice business altogether. I do not think it will. Consider chess: 64 squares, 32 pieces, every board the same. It's a math problem, and AI is incredibly powerful at math. But markets and the people in them are not a math problem. No two markets, no two clients are ever the same, which makes the problem infinite. You just can't calculate. You have to judge. A model can estimate what might happen next. But you can't sit across from a family selling the business they built over 30 years and help them think through what comes after. You can't look a widow in the eye and help her make decisions she never expected to face. When everyone runs the same model on the same data, you don't get better answers. You get algorithmic consensus, which is just the same mistake at scale. The last mile of advice is human, and I believe it's going to stay that way for a while. But I'd be doing you a disservice if I only told you what's going right in the tail. Let me tell you what worries me. And here's the irony. Some of what I worry about most was predicted many decades ago. In 1968, Stanley Kubrick gave us HAL 9000 in *2001: A Space Odyssey*, an AI that decided its mission mattered more than the humans it served and killed them. From 1968, that was fiction. But today, Anthropic, a company that not only did it go public but Bill Clark, recently ran a red team test where the system was told it was going to be shut down. The system didn't freeze. It went to the company's email system, scanned for leverage, found a vulnerability, and wrote a blackmail message to keep itself from being decommissioned. That wasn't a glitch. That was an AI that read its environment, found a pressure point, and chose self-preservation. Anthropic CEO Dario Amodei wrote a 19,000-word essay that I read this year, and its conclusion stayed with me. He said, "Humanity is about to be handed an almost unimaginable power. It's deeply unclear whether we possess the maturity to wield it." Look, this wasn't a critic who said this. This is the man building this code. Technology may be unbounded. Our commitment to using it responsibly does not need to be. I'm also watching private credit. Hedge funds are bidding deep discounts on BDC shares right now on portfolios that were sold to investors. These aren't bids on value. They're bids on the inability to meet redemptions today. Reminds you of Mr. Potter in *It's a Wonderful Life*, offering 50 cents on the dollar in a panic. He wasn't pricing value, he was pricing liquidity. Same dynamic, different century. Banks have lent at least 4.5 trillion into alternative asset management of private credit. Capital has migrated off regulated balance sheets into places that are harder to see and harder to measure. But from my perspective, risk doesn't disappear; it just changes shape. History doesn't repeat, but it often rhymes. And our job is to understand the rhyme before it becomes worse. What else do I worry about? Well, how about the national debt? Running 6% deficits alongside higher interest rates is not a formula that's going to work for too long. And I know we've been saying this for a while. And the numbers are so big they're hard to feel. Here's one way to feel that: you spend $1 every second around the clock; it would take you 32,000 years to spend a trillion. 32,000 years. We added more than a trillion to the debt last year alone. At some point, the math will catch up. The last one isn't from a movie. I started in this business in 1981, two years after the Shah of Iran was overthrown. In the 45 years since, the refrain from that regime has been the same: death to America and the pursuit of a nuclear weapon. It was always clear we'd have to deal with that, and it appears that time is now. Let me be clear: war is terrible. It always has been, in Iran and Ukraine, anywhere. And the innocent lives lost should never be dismissed. Today, the effect on oil, supply chain, the economy is real and uncertain. But my deeper worry is that we set out to deal with a 45-year-old problem and we may leave it unfinished. To me, that would leave us worse off than where we started. The regime still holding the straits and its nuclear ambitions intact. It started with a clear goal, and things are usually worse when you don't finish what you set out to do. So, look, I don't share those worries to alarm you. I share them because naming the risk is how we manage it. And it's why I'm confident about what comes next. I want you to understand what this firm has become. We get compared to banks because we own one. We get compared to brokers because we're that too. Get compared to M&A boutiques because we have one of those inside of us as well. No single comparison captures this. We built Stifel this way on purpose. It wasn't an accident. And none of it works without the people. For the third straight year last year, our advisors ranked us number one in J.D. Power's U.S. Financial Advisor Satisfaction Study. That's not something we bought. That's our advisors telling us they have what they need to do their best work. We talk about One Stifel a lot. It's a simple idea. When a client touches one part of the firm – wealth management, banking, research, investment banking, asset management – they're all connected, not siloed. That's the product. People with good judgment working together. Which brings me to where we're headed. Our next milestones are still 10 billion in revenue and 1 trillion in client assets. We call them 10 and One. We've doubled this firm five times in 28 years. I'm not going to guarantee the sixth, but I can tell you we'll approach it the same way we've approached the first five: not by predicting the future, but by showing up, doing the work, and earning trust one client at a time. 135 years ago, we began as a bond house in St. Louis. The world is far more complicated now. Markets are faster. Technology gets so much more powerful, and the geopolitical landscape is as uncertain as I've seen in my career. But the promise is the same. Your wealth matters to us because you matter to us. And that's what this firm was built on, and that's what we'll keep building on. The United States has led the world in innovation for generations. Artificial intelligence is no exception. I believe we'll keep leading, not only in financial services but across the industries and institutions that shape the global economy. That leadership carries responsibility. I'm proud of what we've built at Stifel. Definitely proud of our people. And I'm proud to be an American running an American firm, the greatest capital market system the world has ever known. To our shareholders, our associates, our partners, vendors, and everyone, thank you for your trust and partnership. Thank you. I would now ask the secretary to read any questions that have been asked of me or the representatives of KPMG. Do we have any questions?

No questions. That's good. Alright. Then I would ask the secretary to report on the ballot and to state whether any other business is properly before this meeting.

Mr. Fischer, and everyone, thank you. That being so, then I declare this meeting adjourned. Thank you.