Annual Report of Employee Stock Plans (11-k)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

_________________________

 

FORM 11-K

 

(Mark One)

	Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
	For the Fiscal Year Ended December 31, 2022

OR

	Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
	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

 

 

 

 

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Stifel Financial Profit Sharing 401(k) Plan

 

Financial Statements and Supplemental Schedule

Years ended December 31, 2022 and 2021

 

Contents

Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements:
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4-9
Supplemental Schedule:
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)	11

 

 

 

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Report of Independent Registered Public Accounting Firm

Investment 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 (Plan) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, 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, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, 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, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles 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 schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is 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) is 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, LLP (Formerly, BKD, LLP)

St. Louis, Missouri

June 21, 2023

 

 

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Stifel Financial Profit Sharing 401(k) Plan

Statements of Net Assets Available for Benefits

December 31, 2022 and 2021

 

		December 31,
(in 000s)		2022				2021
Investments, at fair value		$	1,404,932			$	1,635,349
Investments, at contract value			261,433				248,653
Receivables:
Notes receivable from participants			12,422				11,780
Employer contributions			13,250				12,224
Total receivables			25,672				24,004
Net assets available for benefits		$	1,692,037			$	1,908,006

 

See accompanying Notes to Financial Statements.

 

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Stifel Financial Profit Sharing 401(k) Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2022

 

(in 000s)
Additions
Interest and dividends		$	28,738
Net depreciation in fair value of investments			(348,968	)
Net investment loss			(320,230	)
Interest income from participant loans			570
Contributions:
Participants			119,456
Rollovers			11,955
Employer			13,250
Total contributions			144,661
Total additions, net			(174,999	)
Deductions
Benefits paid to participants			112,929
Administrative expenses			1,012
Total deductions			113,941
Net decrease			(288,940	)
Transferred from acquired company plans			72,971
Net assets available for benefits at beginning of year			1,908,006
Net assets available for benefits at end of year		$	1,692,037

 

See accompanying Notes to Financial Statements.

 

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Stifel Financial Profit Sharing 401(k) Plan

Notes to Financial Statements

December 31, 2022 and 2021

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 Plan is administered by the Stifel Investment Committee (“Investment Committee”), whose members are appointed by the Company’s Board of Directors.

On April 1, 2022, Empower Annuity Insurance Company of America (fka Great-West Life & Annuity Insurance Company) acquired the full-service retirement business of Prudential Financial, Inc. As of April 1, 2022, all of Prudential’s full service retirement operations and programs became part of Empower Retirement, LLC (“Empower” or the “Trustee”) a wholly-owned subsidiary of Empower Annuity Insurance Company of America. Empower is a fiduciary of the Plan and also 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 $20,500 for 2022. 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 $61,000 for 2022. 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 $6,500 in 2022. 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, 2022, the Investment Committee elected to match 100% of the first 6% contributed by each participant, for a maximum of $3,000, or $1,000, for commission-paid associates or highly-compensated associates. 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 2022.

During 2022, assets of $73.0 million from the Vining Sparks IBG, L.P. 401(k) Plan were merged into the Plan and are included in Transferred from acquired company plans in the statement of changes in net assets available for benefits.

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.

 

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Participant Investment Account Options

Participants direct the investment of their contributions and the Company’s matching contributions into various investment account options offered by the Plan. The Plan currently offers investments in common stock of the Company, various pooled separate accounts, mutual funds, and a guaranteed account. Effective January 2020, the self-directed brokerage accounts were required to be liquidated. There are certain non-marketable securities held in self-directed brokerage accounts at December 31, 2022.

Participant Accounts

Each participant's account is credited with the participant's and the Company's contributions and allocations of plan earnings and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. All amounts in participant accounts are participant directed.

Vesting

All elective contributions made by participants and earnings on those contributions are 100% vested. Vesting in the Company's contributions plus earnings thereon is based on years of service. A participant is fully vested after three years of service. Participants forfeit the nonvested portion of their accounts in the Plan upon termination of employment with the Company. Under provisions of the Plan, forfeited balances of terminated participants’ nonvested accounts may be used at the Company’s discretion to reduce its matching contribution obligations and then, to the extent any forfeitures remain, reallocated to participants’ accounts.

Payment of Benefits

The plan allows for lump-sum and partial distributions of the vested value of a participant's account, net of any outstanding loan balance, at death, retirement, or upon termination of employment. Upon death, a participant's account is paid to the designated beneficiary.

Notes Receivable from Participants

Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of $50,000, or 50% of their vested account balance, whichever is less. Generally, loan terms may not exceed five years unless the loan is used to purchase a participant’s principal residence, in which case repayment terms may not exceed ten years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing lending rates determined by the Stifel Investment Committee. Principal and interest is paid ratably through payroll deductions.

Participant loans are classified as notes receivable from participants in the statements of net assets available for benefits and are measured at their unpaid principal balance plus any accrued but unpaid interest.

Plan Termination

Although it has not expressed an intention to do so, the Company has the right, under provisions of the Plan, to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

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.

 

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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 Empower.

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. This prototype plan document has been filed with the appropriate agency and has obtained a determination 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.

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.

 

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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, Stifel Financial Corp. 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 include equity securities with unobservable inputs. These investments are 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.

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, 2022 and 2021:

		December 31, 2022
(in 000s)		Total				Level 1				Level 2				Level 3
Mutual funds		$	608,175			$	608,175			$	—			$	—
Stifel Financial Corp. common stock			124,307				124,307				—				—
Self-directed brokerage accounts			916				880				—				36
			733,398			$	733,362			$	—			$	36
Pooled separate accounts measured at NAV			671,534
		$	1,404,932

 

		December 31, 2021
(in 000s)		Total				Level 1				Level 2				Level 3
Mutual funds		$	738,533			$	738,533			$	—			$	—
Stifel Financial Corp. common stock			139,654				139,654				—				—
Self-directed brokerage accounts			1,771				1,735				—				36
			879,958			$	879,922			$	—			$	36
Pooled separate accounts measured at NAV			755,391
		$	1,635,349

NOTE 4 – Contracts with Insurance Companies

Guaranteed Income Fund

The Plan invested in the Guaranteed Income Fund (“GIF”) offered by Empower. Guarantees are based on the claims paying ability of Empower and not the value of the securities within the insurer’s general account. The credit rating of the issuer at December 31, 2022 was Aa3 as reported by Moody’s Investors Service. Deposits made to the GIF are deposited in Empower’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 Empower 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

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Value for credit risk of the contract issuer or otherwise. Given these provisions, the Plan considers this contact to be benefit responsive.

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, 2022 and 2021, the Plan held $261.4 million and $248.7 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 1.67% for the year ended December 31, 2022. 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 1.70% as of December 31, 2022.

Events

Only an event causing liquidity constraints at Empower 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.

As noted in Note 1, Empower is a fiduciary of the Plan and also serves as the record keeper to maintain the individual accounts of each participant.

Active participants can purchase the common stock of the Company from their existing account balances. At December 31, 2022 and 2021, participants held 2,129,633 and 1,983,157 shares, respectively.

The Plan invests in certain funds of the Trustee. The Plan paid $1.0 million of administrative and record keeping fees to the Trustee during 2022. The Company provides certain administrative services at no cost to the Plan and pays certain accounting and auditing fees related to the Plan.

 

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NOTE 6 – 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.

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Supplemental Schedule

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Stifel Financial Profit Sharing 401(k) Plan

EIN: 43-1273600 PN 001

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

December 31, 2022

(a)	Identity of Issue, Borrower, Lessor, or Similar Party (b)		Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (c)		Current Value (e)
	Pooled separate accounts:				(in 000s)
*	American Century Fund / Large Cap Growth		3,113,819 units		$	97,440
*	Artisan Partners Fund / International Growth		721,978 units			19,848
*	Artisan Partners Fund / Mid Cap Growth		1,028,686 units			56,836
*	LSV Asset Management Fund / International Value		1,061,018 units			18,088
*	PGIM Fund / Core Plus Bond		1,927,411 units			46,624
*	PIMCO Fund / International Bond Plus		1,891,475 units			23,418
*	Prudential Day One IncomeFlex Target Balanced Fund		2,937,656 units			68,010
*	Silvercrest Asset Management Fund / Small Cap Value		901,883 units			66,824
*	TimesSquare Fund / Small Cap Growth		738,523 units			87,792
*	Wellington / Large Cap Value		3,271,531 units			140,510
*	Wellington / Mid Cap Value		688,974 units			46,144
*	Empower Guaranteed Income Fund		4,524,351 units			261,433
*	Stifel Financial Corp. common stock		2,129,633 shares			124,307
	Mutual funds:
	American Funds The Bond Fund of America - R6		2,936,678 shares			33,419
	American Funds EuroPacific Growth - R6		2,241,855 shares			109,918
	American Funds The Growth Fund of America - R6		1,674,627 shares			82,911
	American Funds Investment Company of America - R6		2,083,491 shares			85,923
	Fidelity Contrafund - K6		4,411,157 shares			74,240
	Invesco Developing Markets Fund - R6		721,955 shares			25,211
	PGIM Real Assets Fund - R6		4,337,896 shares			39,215
	Vanguard Institutional Index Fund		467,164 shares			150,249
	Vanguard Total Bond Market Index Fund		747,783 shares			7,089
	Self-directed brokerage accounts		Various			916
						1,666,365
*	Participant loans		Interest at 4.25-8.00%, maturing through 2032			12,422
					$	1,678,787
*	Represents a party-in-interest to the Plan

Column (d), cost, has been omitted, as all investments are participant directed.

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Exhibit Index

 

Exhibit Number			Description
23.1			Consent of Independent Registered Accounting Firm.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Stifel Financial Profit Sharing Plan 401(k) Investment Committee has duly caused this annual report to be signed on their behalf by the undersigned, hereunto duly authorized.

 

STIFEL FINANCIAL PROFIT SHARING 401(k) PLAN
By:	/s/ James M. Zemlyak
	James M. Zemlyak President/ Investment Committee

 

Date: June 21, 2023

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