Item 1.01. Entry into a Material Definitive Agreement.

On September 9, 2009, Stifel Financial Corp. (the "Company") entered into a Purchase Agreement with Stifel, Nicolaus & Company, Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule A thereto (the "Underwriters"), providing for, among other things, (i) the sale by the Company, and the purchase by the Underwriters, of 1,500,000 shares (the "Initial Shares") of Common Stock, par value $0.15 per share, of the Company ("Common Stock"), and (ii) the grant by the Company to the Underwriters of the option to purchase all or any part of 225,000 additional shares of Common Stock to cover overallotments, if any (the "Option Shares," and together with the Initial Shares, the "Shares"). The Shares were issued at a public offering price of $56.00 per share. The Purchase Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The Shares were registered for offer and sale pursuant to an effective Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on March 30, 2009 (the "Registration Statement").

Item 8.01. Other Events.

In connection with the offer and sale of the Shares pursuant to the Registration Statement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.

Item 9.01. Exhibits.

(d) Exhibits.

1.1 Purchase Agreement dated as of September 9, 2009

5.1 Opinion of Bryan Cave LLP

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

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