Item 1.01. Entry into a Material Definitive Agreement.
On February 21, 2019, Stifel Financial Corp. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), among the Company and Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as representatives of the underwriters named in Schedule A thereto, providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of perpetual 6.25%Non-Cumulative Preferred Stock, Series B (the “Preferred Stock”), par value $1.00 per share, liquidation preference of $25,000 per share. The Company has granted to the Underwriters an option, exercisable for 30 days, to purchase up to an additional 900,000 Depositary Shares, at the public offering price less the underwriting discount, to cover overallotments, if any.
The Depositary Shares are registered for offer and sold pursuant to an effective Registration Statement onForm S-3 (FileNo. 333-219926), which was declared effective by the Securities and Exchange Commission (“SEC”) on August 17, 2017 (the “Registration Statement”).
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached to this Current Report onForm 8-K as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement.
Item 8.01 Other Events.
In connection with the offering of the Depositary Shares, as described in response to Item 1.01, the Company is filing this Current Report onForm 8-K to add the following exhibit to the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report onForm 8-K).
Cautionary Note Regarding Forward-Looking Statements
This Current Report onForm 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are based upon the Company’s current expectations and projections about future events. The Company intends for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of these safe harbor provisions. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. In addition, the Company’s past results of operations do not necessarily indicate the Company’s future results. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include: the ability to successfully integrate acquired companies or the branch offices and financial advisors; a material adverse change in the Company’s financial condition; the risk of borrower, depositor and other customer attrition; a change in general business and economic conditions; changes in the interest rate environment, deposit flows, loan demand, real estate values and competition;
