What changed in this filing

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Item 1. Business

2024-11-26 compared with 2023-11-21 · 132 added, 127 removed, 385 unchanged (40% of the section changed)

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Among the keys to our historical and continued success, our emphasis on putting the client first is at the core of our corporate values.

We also believe in maintaining a conservative, long-term focus in our decision making.

We also believe in maintaining a long-term focus in our decision making.

We believe that this disciplined decision-making approach translates to a strong, stable financial services firm for clients, associates, and shareholders.

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Investment banking

• Merger & acquisition and advisory - We provide a comprehensive range o f strategic and financial advisory assignments, including with respect to mergers and acquisitions, divestitures and restructurings, across a number of industries throughout the U.S., Canada, and Europe.

• Merger & acquisition and advisory - We provide a comprehensive range o f strategic and financial advisory services, including with respect to mergers and acquisitions, divestitures and restructurings, across a number of industries throughout the U.S., Canada, and Europe.

• Equity underwriting - We provide public and private equity financing services, including the underwriting and placement of common and preferred stock and other equity securities, to corporate clients across a number of industries throughout the U.S., Canada, and Europe.

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• Fixed income - We earn revenues from institutional clients who purchase and sell both taxable and tax-exempt fixed income products, municipal, corporate, government agency and mortgage-backed bonds, and whole loans, as well as from our market-making activities in fixed income debt securities.

We carry inventories of debt securities to facilitate such transactions.

We carry inventories of debt instruments to facilitate such transactions.

We also enter into interest rate derivatives to facilitate client transactions or to actively manage risk exposures that arise from our client activity, including a portion of our trading inventory.

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We earn fees for the origination and sale of these investment products as well as for the oversight and management of the investments, including over the statutory tax credit compliance period when applicable.

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Asset Management

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(“RJ Trust”) and Raymond James Trust Company of New Hampshire (“RJTCNH”).

Our AUM and our Raymond James Investment Management AUM by objective as of September 30, 2024 are presented in the following graphs.

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Our AUM and our Raymond James Investment Management AUM by objective as of September 30, 2023 are presented in the following graphs.

Our Bank segment reflects the results of our banking operations, including the results of Raymond James Bank, a Florida-chartered state member bank, and TriState Capital Bank, a Pennsylvania-chartered state member bank.

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The Bank segment generates net interest income principally through the interest income earned on loans and an investment portfolio of available-for-sale securities, which is offset by the interest expense it pays on client deposits and on its borrowings.

As of September 30, 2023, corporate and tax-exempt loans held for investment represented approximately 35% of the Bank segment’s total assets, and 69% of such loans were U.S.

and Canadian syndicated loans.

As of September 30, 2024, SBL and residential mortgage loans held for investment represented approximately 41% of the Bank segment’s total assets.

SBL are primarily collateralized by the borrower’s marketable securities at advance rates consistent with industry standards and, to a lesser extent, the cash surrender value of life insurance policies issued by investment-grade insurance companies.

Residential mortgage loans are originated or purchased and held for investment or sold in the secondary market.

Corporate and tax exempt loans held for investment represented 33% of the Bank segment’s total assets as of September 30, 2024, and 67% of such loans were U.S.

or Canadian syndicated loans.

The Bank segment’s investment portfolio is primarily comprised of agency mortgage-backed securities (“MBS”), agency collateralized mortgage obligations (“CMOs”), and U.S.

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Treasuries”) and is classified as available-for-sale.

Raymond James Bank’s liabilities primarily consist of cash deposits, including cash swept from the investment accounts of PCG clients through the RJBDP and deposits in our newly launched Enhanced Savings Program (“ESP”), in which PCG clients may deposit cash in a FDIC-insured high-yield Raymond James bank account.

Raymond James Bank’s liabilities primarily consist of cash deposits, including cash swept from the investment accounts of PCG clients through the RJBDP and deposits in our Enhanced Savings Program (“ESP”), in which PCG clients may deposit cash in a FDIC-insured high-yield Raymond James Bank account.

Deposits at TriState Capital Bank are primarily retail and corporate money market deposits, including RJBDP sweep deposits, and interest-bearing demand deposits.

Raymond James Bank’s and TriState Capital Bank’s liabilities also include borrowings from the Federal Home Loan Bank (“FHLB”).

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The following graph details the composition of our Bank segment’s total assets as of September 30, 2024.

Bank Segment Total Assets — $62.37 billion

Our Other segment includes interest income on certain corporate cash balances, our private equity investments, which predominantly consist of investments in third-party funds, certain other corporate investing activity, and certain corporate overhead costs of RJF that are not allocated to other segments, including the interest costs on our public debt and any losses on extinguishment of such debt, certain provisions for legal and regulatory matters, and certain acquisition-related expenses.

Our Other segment includes interest income on certain corporate cash balances, our private equity investments, which predominantly consist of investments in third-party funds, certain other corporate investing activity, and certain corporate overhead costs of RJF that are not allocated to other segments, including the interest costs on our public debt, certain provisions for legal and regulatory matters, and certain acquisition-related expenses.

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As of September 30, 2024, we had approximately 19,000 associates (including 3,826 employee financial advisors) and 4,961 independent advisors.

This reflects an increase of approximately 1,000 associates compared to the prior year, primarily due to continued growth, as well as lower attrition, across the firm.

This reflects an increase of approximately 1,000 associates compared to the prior year, primarily due to continued growth across the firm.

Our associates are spread across four countries in North America and Europe.

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Our culture is people-focused and rooted in the values established at the firm’s foundation.

Our pledge to clients, to our advisors, and to all our associates is that:

Our pledge to clients, to our advisors, and to all of our associates is that:

• we put clients first,

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We also offer internships to selected college students, professionals returning to the workforce, and veterans, which may lead to permanent roles, and we offer pipeline programs which accelerate the progression from entry level positions for recent graduates across many areas of the firm.

Through our diversity, equity, and inclusion strategy, we seek to attract a diverse, qualified group of candidates for each role we seek to fill.

To that end, we have built strong relationships with a variety of industry associations that represent diverse professionals, as well as with diversity groups at the colleges and universities where we recruit.

Our inclusive recruiting approach is designed to attract a wide range of candidates for every role.

To that end, we have built strong relationships with a variety of industry associations that represent professionals from diverse backgrounds and experiences, as well as with similar groups at the colleges and universities where we recruit.

We are also committed to supporting associates in reaching their professional goals.

We conduct a formal annual goal setting and performance review process for each employee, which includes touch points throughout the year.

Through our annual performance review process, associates have the opportunity to define performance goals which are reviewed during mid-year and end-of-year touch points.

We also offer associates the opportunity to participate in a variety of professional development programs.

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The firm also provides leadership development programs that prepare our leaders for challenges they will face in new roles or with expanded responsibilities.

In addition, we provide various structured mentoring programs which are available to associates throughout the firm in addition to certain mentoring programs that are provided in connection with our firmwide inclusion networks.

Those networks, which are open to all associates across the firm, are designed to promote and advance inclusion, understanding, and belonging for members and allies.

Mentorship opportunities are made available to associates who seek additional guidance through the firm’s mentorship initiatives.

In addition, we have various inclusion networks which are open to all associates and advisors across the firm and are designed to promote and advance inclusion, understanding, and belonging for our associates.

To provide associates equal opportunity to compete for new positions, we require that all roles, with the exception of certain revenue-generating positions and certain senior-level roles, be posted on our internal online career platform.

We conduct ongoing and robust succession planning for roles that are within two levels of our Executive Committee, and we strive to ensure we have a robust and inclusive pool of candidates for such roles.

We conduct ongoing and robust succession planning for roles that are within two levels of our Executive Committee, and we strive to ensure we have a robust pool of candidates for such roles.

We discuss the results with executive leadership and the Board of Directors several times per year.

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Our overarching commitment to the attraction, development, and retention of our associates results in a relatively low voluntary turnover rate.

Importantly, for the year ended September 30, 2023, our domestic financial advisor regrettable attrition rate was approximately 1% and our voluntary attrition across all our domestic associates was relatively low and significantly improved over the prior year level.

For the year ended September 30, 2024, our domestic financial advisor retention remained very strong.

Compensation and benefits

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As an additional retention tool, we may grant equity awards in connection with initial employment or under various retention programs for individuals who are responsible for contributing to our management, growth, and/or profitability.

For certain employees who meet compensation, production, or other criteria, we also offer various non-qualified deferred compensation plans that provide a return to the participant, as well as a retention tool to the firm.

We strive to ensure that our programs are designed to promote equitable rewards for all associates.

We have enhanced our compensation practices with the goal of achieving pay equity at all levels of the organization for female and ethnically diverse associates.

Every year, we conduct pay equity studies in the U.S., U.K., and Canada and make adjustments in situations if there is a pay equity gap.

For certain associates who meet compensation, production, or other criteria, we also offer various non-qualified deferred compensation plans that provide a return to the participant, as well as a retention tool to the firm.

We strive to design programs that promote equitable rewards for all associates.

Our enhanced compensation practices aim to achieve pay equity at all organizational levels for female and ethnically diverse associates.

Each year, we conduct pay equity studies in the U.S., U.K., and Canada.

If we identify any gaps, we take remediation steps as part of our compensation strategy.

The physical, emotional, and financial well-being of our associates is a high priority of the firm.

To that end, programs including healthcare insurance, health and flexible savings accounts, paid time off, family leave, flexible work arrangements, tuition assistance, counseling services, as well as on-site services at our corporate offices in St.

To that end, we offer programs including healthcare insurance, health and flexible savings accounts, paid time off, family leave, flexible work arrangements, tuition assistance, counseling services, as well as on-site services at our corporate offices in St.

Petersburg, Florida and Memphis, Tennessee, which include health clinics and a fitness center.

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We have operations personnel at various locations who are responsible for processing securities transactions, custody of client securities, support of client accounts, the receipt, identification and delivery of funds and securities, and compliance with regulatory and legal requirements for most of our securities brokerage operations.

The information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.

Our information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.

These include a platform for financial advisors designed to allow them to spend more time with their clients and enhance and grow their businesses;

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We also compete with companies that offer web-based financial services and discount brokerage services to individual clients, usually with lower levels of service and, more recently, financial technology companies (“fintechs”).

We compete principally on the basis of the quality of our associates, services, product selection, performance records, location and reputation in local markets.

We compete principally on the basis of the quality of our associates, services, technology platform, product selection, performance records, location and reputation in local markets.

Our ability to compete effectively is substantially dependent on our continuing ability to develop or attract, retain and motivate qualified financial advisors, investment bankers, trading professionals, portfolio managers and other revenue-producing or specialized personnel.

Furthermore, the labor market continues to experience elevated levels of turnover in the aftermath of the pandemic and an extremely competitive labor market, including increased competition for talent across all areas of our business, as well as increased competition with non-traditional competitors, such as technology companies.

Employers are increasingly offering guaranteed contracts, upfront payments, increased compensation and increased opportunities to work with greater flexibility, including remote work, on a permanent basis.

We continue to experience an unprecedented and dramatic increase in the pace of rulemaking affecting financial and public company regulation and supervision, as well as a high degree of scrutiny from various regulators.

Recent events impacting the financial services industry, including the failure of certain banks during our fiscal year 2023, have resulted in and may continue to result in changes to regulations applicable to bank holding companies.

Regulatory, supervisory, and investigatory activity has increased, and we expect it to continue to increase.

Furthermore, the labor market continues to experience elevated levels of turnover and competition, including increased competition for talent across all areas of our business, as well as increased competition with non-traditional competitors, such as technology companies.

Employers are increasingly offering guaranteed contracts, upfront payments, increased compensation, and opportunities to work with greater flexibility.

We have experienced an increase in the pace and breadth of rulemaking affecting financial and public company regulation and supervision, as well as a high degree of scrutiny from various regulators in recent years.

Regulatory, supervisory, and investigatory activity has increased, and may continue to increase.

Penalties and fines imposed by regulatory and other governmental authorities have also been substantial and growing in recent years.

These changes in, as well as any further expansion of, business regulations could result in increased compliance costs.

Further, any regulatory actions brought against us may result in judgments, settlements, fines, penalties, or other results, any of which could have a material adverse effect on our business, financial condition, results of operations, and cash flows in the future;

however, we cannot predict the exact changes or quantify their potential impacts (see “Item 1A - Risk Factors” of this Form 10-K for further discussion of the potential future impact on our operations).

Following the most recent U.S.

federal elections, there is an increased likelihood of changes to the regulatory environment and uncertainties about the timing and breadth of changes to various provisions of the Tax Cut and Jobs Act (“TCJA”) which will expire in 2025 if not extended.

These changes could have a significant impact on our business, financial condition, results of operations and cash flows in the future;

however, we cannot predict the exact changes or quantify their potential impacts.

See “Item 1A - Risk Factors” of this Form 10-K for additional discussion of the risks related to our regulatory environment.

The following summarizes the principal elements of the regulatory and supervisory framework applicable to us as a participant in the financial services industry.

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in which we do business.

While this framework is intended to protect our clients, the integrity of the financial markets, our depositors, and the Federal Deposit Insurance Fund, it is not intended to

While this framework is intended to protect our clients, the integrity of the financial markets, our depositors, and the Federal Deposit Insurance Fund, it is not intended to protect our creditors or shareholders.

These rules and regulations limit our ability to engage in certain activities, as well as our ability to fund RJF from our regulated subsidiaries, which include Raymond James Bank and TriState Capital Bank (collectively, “our bank subsidiaries”), our broker-dealer subsidiaries, and our trust subsidiaries.

To the extent that the

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protect our creditors or shareholders.

To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions that are referenced.

following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions that are referenced.

A change in applicable statutes or regulations or in regulatory or supervisory policy may have a material effect on our business.

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RJF, Raymond James Bank, and TriState Capital Bank are subject to the Fed’s capital rules.

These rules establish an integrated regulatory capital framework and implement, in the U.S., the Basel III capital framework developed by the Basel Committee on Banking Supervision and certain Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and other capital provisions and, for insured depository institutions, set the prompt corrective action framework discussed below to reflect the regulatory capital requirements (the “U.S.

These rules establish an integrated regulatory capital framework and implement, in the U.S., the Basel III capital framework developed by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (“Dodd-Frank Act”), and other capital provisions and, for insured depository institutions, set the prompt corrective action framework discussed below (the “U.S.

Basel III Rules”).

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As a result, our business, results of operations, financial condition and future prospects could be adversely affected.

See “Item 1A - Risk Factors,” “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources,” and Note 24 of the Notes to Consolidated Financial Statements of this Form 10-K for further information.

Failure to meet minimum capital requirements can trigger discretionary, and in certain cases, mandatory actions by regulators that could have a direct material effect on the financial results of RJF, Raymond James Bank, and TriState Capital Bank.

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Under the capital adequacy rules, RJF, Raymond James Bank, and TriState Capital Bank must meet specific capital ratio requirements that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under the rules.

The capital amounts and classification for RJF, Raymond James Bank, and TriState Capital Bank

The capital amounts and classification for RJF, Raymond James Bank, and TriState Capital Bank are also subject to the qualitative judgments of U.S.

regulators based on components of capital, risk-weightings of assets, off-balance sheet transactions and other factors.

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are also subject to the qualitative judgments of U.S.

regulators based on components of capital, risk-weightings of assets, off-balance sheet transactions and other factors.

Under applicable capital rules, RJF would need to obtain prior approval from the Fed if its repurchases or redemptions of equity securities over a twelve-month period would reduce its net worth by ten percent or more and an exemption were not available.

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This scorecard method is designed to measure a bank’s financial performance and ability to withstand stress, in addition to measuring the FDIC’s exposure should Raymond James Bank or TriState Capital Bank fail.

From time to time, in response to specific events, the FDIC may also enact a special assessment to recover any losses to the FDIC’s deposit insurance fund as a result of protecting uninsured depositors, such as the special assessment enacted as a result of the recent bank failures which was finalized in November 2023.

We expect the impact of the special assessment, which is based on a depository institution’s estimated uninsured deposits, including affiliate deposits, as of December 31, 2022, to be approximately $9 million, the majority of which relates to TriState Capital Bank’s uninsured bank deposits.

Prompt corrective action

Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the U.S.

Federal Deposit Insurance Corporation Improvement Act of 1991, as amended (“FDICIA”), requires the U.S.

federal bank regulatory agencies to take “prompt corrective action” with respect to depository institutions that do not meet specified capital requirements.

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FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions as the capital category of an institution declines.

Failure to meet the capital requirements

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could also require a depository institution to raise capital.

Failure to meet the capital requirements could also require a depository institution to raise capital.

Ultimately, critically undercapitalized institutions are subject to the appointment of a receiver or conservator.

Although the prompt corrective action regulations do not apply to BHCs, such as RJF, the Fed is authorized to take appropriate action at the BHC level, based upon the undercapitalized status of the BHC’s depository institution subsidiaries.

In certain instances related to an undercapitalized depository institution subsidiary, the BHC would be required to guarantee the performance of the undercapitalized subsidiary’s capital restoration plan and might be liable for civil money damages for failure to fulfill its commitments on that guarantee.

In certain instances related to an undercapitalized depository institution subsidiary, the BHC would be required to guarantee the

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performance of the undercapitalized subsidiary’s capital restoration plan and might be liable for civil money damages for failure to fulfill its commitments on that guarantee.

Furthermore, in the event of the bankruptcy of the BHC, this guarantee would take priority over the BHC’s general unsecured creditors.

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On October 24, 2023, federal banking regulators issued a joint final rule that makes extensive amendments to the regulations that implement the CRA.

These amendments include the delineation of assessment areas, the overall evaluation framework and performance standards and metrics, the definition of community development activities and data collection and reporting, and requires significant new lending by banks to low- and moderate-income communities.

We are evaluating the impact of the new rule which generally becomes effective on January 1, 2026, with its additional data collection and reporting requirements effective January 1, 2027.

These amendments may potentially lead to increased costs related to compliance.

These amendments include the delineation of assessment areas, the overall evaluation framework and performance standards and metrics, and the definition of community development activities and data collection and reporting, and requires significant new lending by banks to low- and moderate-income communities.

A federal district court has enjoined the federal banking regulators from enforcing the final rule and extended the implementation date of the final rule while the injunction remains in place.

We are monitoring the legal activity while continuing to evaluate the impact this rule could have on our business.

If the rule becomes effective as promulgated, compliance with the final rule may lead to increased compliance costs.

Other restrictions

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depository institution subsidiaries or to cease engaging in activities other than the business of banking and certain closely related activities.

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Broker-dealer and securities regulation

The SEC is the federal agency charged with administration of the federal securities laws in the U.S.

broker-dealer subsidiaries are subject to SEC regulations relating to their business operations, including sales and trading practices, securities offerings and other investment banking activity, publication of research reports, use and safekeeping of client funds and securities, capital structure, record-keeping, privacy requirements, and the conduct of directors, officers and employees.

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securities, capital structure, record-keeping, privacy requirements, and the conduct of directors, officers and employees.

Financial services firms are also subject to regulation by state securities commissions in those states in which they conduct business.

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is the Financial Conduct Authority (“FCA”), which operates on a statutory basis.

The SEC, SROs and other securities regulators may conduct administrative proceedings that can result in censure, fine, suspension or expulsion of a broker-dealer, its officers, employees or other associated persons.

The SEC, SROs and other securities regulators may conduct administrative proceedings that can result in censure, fines, suspension or expulsion of a broker-dealer, its officers, employees or other associated persons.

Such administrative proceedings, whether or not resulting in adverse findings, can require substantial expenditures and may adversely impact the reputation of a broker-dealer.

broker-dealer subsidiaries are subject to the Securities Investor Protection Act (“SIPA”) and are required by federal law to be members of the Securities Investors Protection Corporation (“SIPC”).

broker-dealer subsidiaries are subject to the Securities Investor Protection Act, as amended (“SIPA”), and are required by federal law to be members of the Securities Investors Protection Corporation (“SIPC”).

The SIPC was established under SIPA, and oversees the liquidation of broker-dealers during liquidation or financial distress.

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These rules also limit the ability of broker-dealers to transfer capital to parent companies and other affiliates.

See Note 24 of the Notes to Consolidated Financial Statements of this Form 10-K for further information pertaining to our broker-dealer regulatory minimum net capital requirements.

See Note 24 of the Notes to Consolidated Financial Statements of this Form 10-K for additional information pertaining to our broker-dealer regulatory minimum net capital requirements.

Standard of care

Pursuant to the Dodd-Frank Act, the SEC was charged with considering whether broker-dealers should be subject to a standard of care similar to the fiduciary standard applicable to RIAs.

In June 2019, the SEC adopted a package of rule-makings and interpretations related to the provision of advice by broker-dealers and investment advisers, including Regulation Best Interest and Form CRS.

Pursuant to the Dodd-Frank Act, the SEC adopted a package of rule-makings and interpretations related to the provision of advice by broker-dealers and investment advisers, including Regulation Best Interest and Form CRS.

Among other things, Regulation Best Interest requires a broker-dealer to act in the best interest of a retail client when making a recommendation to that client of any securities transaction or investment strategy involving securities.

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Various states have also proposed, or adopted, laws and regulations seeking to impose new standards of conduct on broker-dealers that may differ from the SEC's regulations, which may lead to additional implementation costs.

In 2022, the Department of Labor (“DOL”) promulgated a new exemption that enables investment advice fiduciaries to receive transaction-based compensation and engage in certain otherwise prohibited transactions, subject to compliance with the exemption’s requirements.

In 2023, the DOL indicated that it plans to amend the definition of “fiduciary” in connection with

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investment advice regarding employee benefit plans and IRAs.

Imposing a new fiduciary standard could result in increased costs and other impacts to our business.

Similarly, non-U.S.

jurisdictions have also adopted new regulations relating to standards of care.

jurisdictions have also adopted regulations relating to standards of care.

For example, on July 31, 2023, the FCA’s Consumer Duty took effect in the U.K.

Among other things, the U.K.

Consumer Duty rule requires firms to act to deliver “good outcomes” for retail customers with respect to products and services, price and value, consumer understanding, and consumer support.

Consumer Duty requires firms to act to deliver “good outcomes” for retail customers with respect to products and services, price and value, consumer understanding, and consumer support.

In April 2024, the Department of Labor (“DOL”) issued a final rule significantly expanding the definition of “investment advice fiduciary” under the Employee Retirement Income Security Act of 1974, as amended.

In related rulemakings, the DOL also finalized amendments to several class prohibited transaction exemptions (“PTE”), which exempt certain compensation arrangements that would otherwise be prohibited.

In July 2024, two federal district courts separately issued nationwide stays of the effective date of the final rule and PTE amendments pending consideration of the merits.

We are monitoring the legal

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activity while continuing to evaluate the impact these new rules could have on our business.

If the rules become effective as promulgated, we expect compliance will require us to alter certain of our business practices and impose additional costs.

Other non-U.S.

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This fund provides protection for securities and cash held in client accounts up to 1 million Canadian dollars (“CAD”) per client, with additional coverage of CAD 1 million for certain types of accounts.

Certain of our subsidiaries are registered in, and operate from, the U.K.

which has a highly developed and comprehensive regulatory regime.

Certain of our subsidiaries are registered in, and operate from, the U.K., which has a highly developed and comprehensive regulatory regime.

These subsidiaries are authorized and regulated by the FCA and have limited permissions to carry out business in certain European Union (“E.U.”) countries, to the extent permitted under domestic law and regulation in those countries.

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subsidiaries and their senior managers are registered with the FCA, and wealth managers and certain other staff are subject to certification requirements.

Certain of these subsidiaries operate in the retail sector, providing investment and financial planning services to high-net-worth individuals, while others provide brokerage and investment banking services to institutional clients.

Certain of these subsidiaries operate in the retail sector, providing investment and financial planning services to predominantly high-net-worth individuals, while others provide brokerage and investment banking services to institutional clients.

Retail clients of our U.K.

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In Germany, our subsidiary Raymond James Corporate Finance GmbH is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") to conduct the regulated activities of investment advice and investment brokerage.

Among other requirements, BaFin requires Raymond James Corporate Finance GmbH, as a regulated entity, to comply with certain capital, liquidity, governance, and business conduct requirements, and has a range of supervisory and disciplinary powers which it is able to use in overseeing the activities of this subsidiary.

Investment management regulation

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Anti-money laundering laws outside the U.S.

contain some similar provisions.

contain similar provisions.

Treasury’s Office of Foreign Assets Control administers economic and trade sanctions programs and enforces sanctions regulations with which all U.S.

persons must comply.

as well as various countries have also adopted

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economic sanctions programs targeted at countries, entities and individuals that are involved in terrorism, hostilities, embezzlement or human rights violations.

as well as various countries have also adopted economic sanctions programs targeted at countries, entities and individuals that are involved in terrorism, hostilities, embezzlement or human rights violations.

In addition, various countries have adopted laws and regulations, including the U.S.

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Bribery Act, related to corrupt and illegal payments to, and hiring practices with regard to, government officials and others.

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The scope of the types of payments or other benefits covered by these laws is very broad and is subject to significant uncertainties that may be clarified only in the context of further regulatory guidance or enforcement proceedings.

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The Fair Credit Reporting Act of 1970, as amended, mandates the development and implementation of a written identity theft prevention program that is designed to detect, prevent, and mitigate identity theft.

The California Privacy Rights Act (“CPRA”) amended the California Consumer Privacy Act of 2020 and became enforceable earlier in 2023.

The California Privacy Rights Act (“CPRA”) amended the California Consumer Privacy Act of 2020 and became enforceable in 2023.

CPRA regulations updated existing privacy protections for the personal information of California residents, including by requiring companies to provide certain additional disclosures to California consumers, and provide for a number of specific additional data subject rights for California residents.

Similarly, the General Data Protection Regulation (“GDPR”) imposes requirements for companies that collect or store personal data of E.U.

Similarly, the E.U.

General Data Protection Regulation (“GDPR”) imposes requirements for companies that collect or store personal data of E.U.

residents, as well as residents of the U.K.

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financial privacy laws and are currently undergoing legislative reform at a federal and provincial level.

In September 2021, Quebec enacted Bill C-64, a comprehensive privacy law with extraterritorial application modeled after GDPR and which imposes fines for non-compliance.

The law includes staggered implementation dates (running from September 2022 through September 2024) for various provisions.

As of September 30, 2023, the firm has implemented key components of Bill C-64 through its privacy program framework.

In September 2021, Quebec enacted Bill C-64, a comprehensive privacy law with extraterritorial application modeled after GDPR which imposes fines for non-compliance and became fully effective in September 2024.

In May 2024, the SEC adopted amendments to Regulation S-P, which includes a requirement for broker-dealers, investment companies, RIAs, and transfer agents to adopt written policies and procedures for an incident response program with respect to unauthorized access to or use of customer information.

The final amendments require these entities to notify individuals whose sensitive customer information was accessed or used without authorization no later than 30 days after becoming aware that the information has been compromised.

These amendments become effective on December 21, 2025 and are not expected to have a significant impact on our business.

states have recently enacted privacy and data protection regulation related to the development and deployment of artificial intelligence (“AI”).

These laws intersect with existing privacy laws and present challenges for firms using AI-related technologies, particularly in cases where personal information is processed requiring notice disclosure and, in certain cases, consent for use of AI.

Artificial Intelligence Act, which has tiered compliance dates, poses further challenges for organizations in managing transparency, fairness, and accountability for AI use.

Data privacy requirements affect business processes and compel companies to track personal information use and provide greater transparency on data practices to consumers.

The multitude of data privacy laws and regulations adds complexity and cost to managing compliance and data management capabilities and can result in potential litigation, regulatory fines and reputational harm.

We have implemented policies, processes, and training with regard to communicating to our clients and business partners required information relating to financial privacy and data security.

We continue to monitor regulatory developments on both a domestic and international level to assess requirements and potential impacts on our global business operations.

Data privacy requirements affect business processes and compel companies to track personal information use and provide greater transparency on data practices to consumers.

In addition, technology advances in the areas of artificial intelligence, mobile applications, and remote connectivity solutions have increased the collection and processing of personal information as well as the risks associated with unauthorized disclosure and access to personal information.

Alternative reference rate transition

The FCA, which regulated the widely-referenced benchmark London Interbank Offered Rate (“LIBOR”), ceased publication of the most commonly used U.S.

dollar (“USD”) LIBOR tenors (“USD LIBOR”) on June 30, 2023.

On September 30, 2022, the Adjustable Interest (LIBOR) Rate Act (“LIBOR Act”) was enacted into U.S.

federal law to provide a statutory framework to replace LIBOR with a benchmark rate based on the secured overnight financing rate (“SOFR”) in contracts that do not have fallback provisions or that have fallback provisions resulting in a replacement rate based on LIBOR.

As of September 30, 2023, we no longer offer new contracts referencing LIBOR and legacy contracts indexed to USD LIBOR have transitioned to SOFR-based or other alternative reference rates in accordance with existing fallback provisions or the LIBOR Act.

RAYMOND JAMES FINANCIAL, INC.

5 unchanged sentences

Senior Vice President, Organization and Talent Development - Raymond James & Associates, Inc., January 2019 - October 2019

Vice President, Organization and Talent Development - Raymond James & Associates, Inc., November 2014 - December 2018

Bunn 50 President - Global Equities and Investment Banking - Raymond James & Associates, Inc.

since December 2018 and Head of Investment Banking - Raymond James & Associates, Inc.

since January 2014;

Co-President - Global Equities and Investment Banking - Raymond James & Associates, Inc., October 2017 - December 2018

Bunn (51) — President - Capital Markets since October 2024;

President - Global Equities and Investment Banking - Raymond James & Associates, Inc., December 2018 - September 2024;

Head of Investment Banking - Raymond James & Associates, Inc., January 2014 - September 2024

Carter (53) — President - Fixed Income - Raymond James & Associates, Inc.

2 unchanged sentences

Executive Vice President, Head of Fixed Income Capital Markets - Raymond James & Associates, Inc., October 2019 - December 2021

Managing Director, Co-Head of Fixed Income Capital Markets - Raymond James & Associates, Inc., January 2019 - September 2019;

Managing Director, Head of Fixed Income Trading - Raymond James & Associates, Inc., April 2012 - December 2018

George Catanese 64 Chief Risk Officer since February 2006

Coulter (55) — Chief Executive Officer - Raymond James Ltd.

2 unchanged sentences

Senior Vice President, Branch Manager - Private Client Group - Raymond James Ltd., October 2014 - December 2019

Curtis 61 President - Private Client Group since June 2018;

President - Raymond James Financial Services, Inc.

since January 2012

Dowdle 59 Chief Operating Officer since October 2019 and President - Asset Management Group since May 2016;

Chief Administrative Officer, August 2018 - October 2019

Elwyn 52 Chief Executive Officer and President - Raymond James & Associates, Inc.

since June 2018

James 81 Chair Emeritus since February 2017

Bella Loykhter Allaire 70 Executive Vice President - Technology and Operations - Raymond James & Associates, Inc.

since June 2011

52 President - Independent Contractor Division - Raymond James Financial Services, Inc.

Curtis (61) — Chief Operating Officer since October 2024;

President - Private Client Group, June 2018 - September 2024;

President - Raymond James Financial Services, Inc., January 2012 - September 2024

Elwyn (53) — President - Private Client Group since October 2024;

Chief Executive Officer and President - Raymond James & Associates, Inc.

since June 2018

Raney 58 Chair - Raymond James Bank since November 2020;

President and CEO - Raymond James Bank since January 2006;

David Krauss (48) — Chief Risk Officer since September 2024;

Managing Director, Global Head of Market Risk and Investment Banking Chief Risk Officer - Credit Suisse, July 2023 - September 2024;

Managing Director, Global Head of Market Risk and U.S.

Chief Risk Officer - Credit Suisse, July 2020 - July 2023;

Managing Director, Head of Market & Enterprise Risk - Investment Banking & U.S.

/ Head of Risk Raleigh - Credit Suisse, June 2018 - July 2020

Bella Loykhter Allaire (70) — Chief Administrative Officer since October 2024;

Executive Vice President - Technology and Operations - Raymond James & Associates, Inc., June 2011 - September 2024

(61) — Chief Financial Officer since October 2024;

Chief Accounting Officer, January 2023 - September 2024;

Senior Vice President - Controller, October 2020 - January 2023;

Senior Vice President - Financial Reporting, January 2020 - September 2020;

Vice President - Financial Reporting, November 2014 – December 2019

Raney (58) — President - Bank Segment since October 2024;

Executive Chair - Raymond James Bank since October 2024;

Director - TriState Capital Bank since June 2022;

52 Senior Vice President, Northeast Division Director, Independent Contractor Division – Raymond James Financial Services, Inc.

since December 2018;

Senior Vice President, Eastern Division – Raymond James & Associates, Inc., February 2018 – November 2018

Chair - Raymond James Bank, November 2020 - September 2024;

President and CEO - Raymond James Bank, January 2006 - September 2024

Reid (53) — President - Independent Contractor Division since January 2024;

Chief Executive Officer and President - Raymond James Financial Services, Inc.

since October 2024;

Chief Executive Officer and President - Raymond James Financial Services Advisors, Inc.

since October 2024;

Senior Vice President, Northeast Division Director, Independent Contractor Division – Raymond James Financial Services, Inc., December 2018 - December 2023

Reilly (70) — Chair since February 2017 and Chief Executive Officer since May 2010;

1 unchanged sentence

Santelli (53) — Executive Vice President, General Counsel and Secretary since May 2016

Shoukry 40 Chief Financial Officer since January 2020;

Head of the Bank segment, including Raymond James Bank and TriState Capital Bank, since August 2023;

Director - TriState Capital Bank since June 2022;

Shoukry (41) — President since March 2024;

Director since May 2024;

Chief Financial Officer, January 2020 - September 2024;

Head of the Bank segment, including Raymond James Bank and TriState Capital Bank, August 2023 - September 2024;

Director - TriState Capital Bank, June 2022 - July 2024;

Treasurer, February 2018 - December 2022;

Senior Vice President - Finance and Investor Relations, January 2017 - December 2019

(1) Effective January 1, 2024, Ms.

Perry’s term as executive officer will end when she becomes the firm’s national head of advisor recruiting.

Reid will succeed Ms.

Perry as the President of the Independent Contractor Division of Raymond James Financial Services, Inc.

and will join the firm’s Executive Committee effective January 1, 2024.

Except where otherwise indicated, the executive officer has held his or her current position for more than five years.

7 unchanged sentences

Certain statements made in this Annual Report on Form 10-K may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions (including changes in interest rates and inflation), demand for and pricing of our products (including cash sweep and deposit offerings), anticipated timing and benefits of our acquisitions, and our level of success integrating acquired businesses, anticipated results of litigation, regulatory developments, and general economic conditions.

In addition, words such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business