NOTE 15 – Legal Proceedings

The Company and its subsidiaries are named in and subject to various proceedings and claims arising primarily from our securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. The Company and its subsidiaries are also involved in other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding our business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. The Company is contesting allegations in these claims, and it believes that there are meritorious defenses in each of these lawsuits, arbitrations, and regulatory investigations. In view of the number and diversity of claims against the Company, the number of jurisdictions in which litigation is pending, and the inherent difficulty of predicting the outcome of litigation and other claims, the Company generally cannot predict the eventual outcome of the pending matters, timing of the ultimate resolution of these matters, or eventual loss, fines, or penalties related to each pending matter. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated.

As a matter develops, the Company, in conjunction with outside counsel, evaluates whether such matter presents a loss contingency that is probable and estimable, and, for the matters disclosed below, whether a loss in excess of any accrued liability is reasonably possible in future periods. Once the loss contingency is deemed to be both probable and estimable, the Company will establish an accrued liability. The Company continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. As of June 30, 2026, the Company has estimated the upper end of the range of reasonably possible aggregate loss for such matters and for any other matters described below where management has been able to estimate a range of possible aggregate loss to be approximately $100.0 million in excess of the aggregate reserves for such matters.

The accrued liability and estimated range of possible loss are based upon currently available information and subject to significant judgment, a variety of assumptions and known and unknown uncertainties. The matters underlying the accrued liability and estimated range of possible loss are unpredictable and may change from time to time, and actual losses may vary significantly from the current estimate and accrual. The estimated range of possible loss does not represent the Company’s maximum loss exposure.

Based on currently available information, review with outside legal counsel, and consideration of accrued liabilities, management does not believe that loss contingencies arising from pending matters, including matters described below, will have a material adverse impact on the consolidated financial position or liquidity of the Company. However, resolution of one or more of these matters may have a material effect on the results of operations in any future period, depending upon the ultimate resolution of those matters and depending upon the level of income for such period. For matters where a liability has not been established and for which the Company believes a loss is reasonably possible, as well as for matters where an accrual has been recorded but for which an exposure to loss in excess of the amount accrued is reasonably possible, based on currently available information, the Company believes that such losses will not have a material effect on its consolidated financial statements.

FINRA Arbitration Matters

On March 12, 2025, a three-person FINRA arbitration panel entered an award in a customer arbitration against the Company’s brokerage subsidiary, Stifel, in the amount of $132.5 million, consisting of $26.5 million in compensatory damages, $79.5 million in punitive damages, and $26.5 million in attorneys’ fees and costs. The arbitration involved claims by four family members arising out of their investments, principally in structured notes, through a now former Stifel private wealth advisor. Stifel subsequently moved to vacate the arbitration award and on May 5, 2026, while the motion to vacate was on appeal, entered into an agreement settling the matter during the quarter.

Stifel has also been named as the respondent in additional arbitration claims involving similar allegations that were filed by other customers of the same former advisor. Two of those claims resulted in adverse awards and sixteen others have been resolved, and sixteen other such claims have yet to be resolved or adjudicated. The Company’s estimate of losses that may be sought by the customers whose claims have been filed but not yet resolved or adjudicated do not take into consideration claims for enhanced damages or attorneys’ fees. While we continue to believe that Stifel has viable defenses to at least limit its liability in these additional cases, we can provide no assurance that we will be able to settle these claims or will be successful in defending them on the merits, or that these claims will not result in material liability to the Company.

Cash Sweeps Litigation

Beginning in March 2025, the Company and certain of its affiliates were named as defendants in multiple putative class actions brought in the federal district court for the Eastern District of Missouri on behalf of customers who had cash deposits or balances in the Stifel Insured Bank Deposit Program or the Stifel Insured Bank Deposit Program for Retirement Accounts. The actions were consolidated by the Court and on May 5, 2026, lead counsel appointed by the Court filed a Consolidated Class Action Complaint (“Consolidated Complaint”). The Consolidated Complaint alleges various contractual, fiduciary, and statutory claims based on the allegation that the Company failed to pay a reasonable rate of interest on its cash sweep products, and seeks unspecified compensatory damages, equitable relief, and treble damages. On July 9, 2026, the Company filed a motion to dismiss the Complaint. While there can be no assurance that we will be successful, we intend to vigorously defend the claims.

401(k) Plan Litigation

On July 4, 2025 (Dell Complaint) and February 20, 2026 (Striplin Complaint), the Company, the Board, and its investment committee and respective members (together, the “Company Defendants”) were sued in two separate putative class actions related to the administration of the Company’s 401(k) Plan (the “Plan”) pending in federal district court for the Eastern District of Missouri. The complaints are brought on behalf of the Plan and current and former employees that are members of the Plan alleging fiduciary violations of the Employee Retirement Income Security Act (ERISA). On September 22, 2025 (Dell) and May 18, 2026 (Striplin) Amended Complaints were filed.

The Dell Complaint alleges the Company Defendants breached their fiduciary duties by causing the Plan to pay excessive recordkeeping and administrative service fees and by failing to prudently monitor and remove one of the Plan’s investment options. The Striplin Complaint alleges the Company Defendants breached their fiduciary duties by failing to prudently monitor and remove two of the Plan’s investment options. The Company Defendants filed motions to dismiss the Amended Complaints in both Dell and Striplin.

Prior to the filing of the Dell Complaint, the Company identified a change in the market pricing of certain record keeping and administrative fees and a potential underperformance with certain Plan investments. The Company calculated restorative payments, funded the Plan on March 31, 2025, notified the Department of Labor through its Voluntary Fiduciary Correction Program, and on August 4, 2025, received a no-action letter from the Department of Labor. The Company Defendants filed a motion to dismiss the Dell Complaint.

Together, the Dell and Striplin Complaints seek unspecified compensatory damages, equitable relief, and plan reformation. The cases are at an early stage, and while there can be no assurance that we will be successful, the Company Defendants intend to vigorously defend these cases.