ZEMLYAK JAMES M 4

What Happened

• James M. Zemlyak, President of Stifel Financial Corp (SF), had 39,293 performance-restricted stock units (PRSUs issued under a Feb 18, 2022 award) settle on Feb 18, 2026. Of those units, 13,847 shares were withheld/disposed to satisfy tax withholding at $120.49 per share, totaling $1,668,425. The remaining shares from the award were issued to Zemlyak (net delivered = 39,293 - 13,847 = 25,446 shares).
• The filing shows related derivative entries indicating conversion/exercise of the award into common shares; this was a settlement of equity awards rather than an open-market purchase or voluntary sale.

Key Details

• Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (timely filing).
• Tax withholding: 13,847 shares withheld at $120.49/share = $1,668,425.
• Award: 39,293 PRSU units issued based on the Feb 18, 2022 PRSU agreement.
• Net shares received (after withholding): 25,446 (39,293 granted minus 13,847 withheld).
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes: F1 — units issued under PRSU award dated Feb 18, 2022; 80% vested now and remaining 20% vests in one year. F2 — no expiration date for these units. F3 — currently exercisable.

Context

• This was a routine equity award settlement with tax withholding (common practice). The withheld shares represent tax payment rather than a discretionary market sale; it does not necessarily signal a change in insider confidence.
• For retail investors: award settlements and withholding are standard compensation mechanics. Purchases (buys) tend to be more informative about insider sentiment than routine award-related withholdings.