Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2009, Stifel Financial Corp. (the "Company") entered into an ATM Equity OfferingSM Sales Agreement (the "Sales Agreement") among the Company, and Stifel, Nicolaus & Company, Incorporated, as agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent and/or principal (in either such capacities, the "Agents"), relating to the sales by the Company to or through the Agents from time to time, of up to 1,000,000 shares of the Company's common stock, $0.15 par value per share (the "Shares"). In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock at any time and from time to time through the Agents. Sales of the Shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to the prevailing market prices or at negotiated prices. The aggregate compensation payable to the Agents shall be equal to 2.5% of the gross sales price of the Shares for amounts of Shares sold through either of them pursuant to the Sales Agreement.

The Company is not obligated to sell and the Agents are not obligated to buy or sell any Shares under the Sales Agreement. No assurance can be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or amount of Shares that it sells, or the dates when such sales will take place.

The Shares are registered for offer and sale pursuant to an effective Registration Statement on Form S-3 (File No. 333-158301) filed with the U.S. Securities and Exchange Commission on March 30, 2009 (the "Registration Statement").

The Sales Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit. Additional exhibits are filed herewith in connection with the Company's Registration Statement, which are incorporated herein by reference.

A copy of the opinion of Bryan Cave LLP relating to the legality of the Shares, is filed as Exhibit 5.1 to this report and is incorporated by reference into the Registration Statement.

Item 9.01 Exhibits.

(d) Exhibits.

23.1 Opinion of Bryan Cave LLP

23.1 Sales Agreement dated as of June 3, 2009

23.1 Consent of Bryan Cave LLP (included in Exhibit 5.1)

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