What changed in this filing

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Item 9A. Controls and Procedures

2025-11-25 compared with 2024-11-26 · 35 added, 24 removed, 167 unchanged (26% of the section changed)

46 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Tampa, Florida

New York, New York

November 25, 2025

17 unchanged sentences

Exhibit Number Description

2 Agreement and Plan of Merger, dated October 20, 2021, among Raymond James Financial, Inc., Macaroon One LLC, Macaroon Two LLC and TriState Capital Holdings, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021.

3.1.1 Amended and Restated Articles of Incorporation of Raymond James Financial, Inc.

8 unchanged sentences

reflecting amendments adopted by the Board of Directors on August 21, 2024, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 23, 2024.

4.1 Description of Capital Stock.

4.1 Description of Capital Stock , incorporated by reference to Exhibit 4.1 to the Company ’ s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, 2024 .

4.2.1 Indenture, dated as of August 10, 2009 for Senior Debt Securities, between Raymond James Financial, Inc.

2 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2016.

4.2.3 Sixth (Reopening) Supplemental Indenture, dated as of May 10, 2017, for the 4.950% Senior Notes due 2046, between Raymond James Financial, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2017.

RAYMOND JAMES FINANCIAL, INC.

1 unchanged sentence

Exhibit Number Description

4.2.3 Sixth (Reopening) Supplemental Indenture, dated as of May 10, 2017, for the 4.950% Senior Notes due 2046, between Raymond James Financial, Inc.

4.2.4 Seventh Supplemental Indenture, dated as of March 31, 2020, for the 4.650% Senior Notes due 2030, between Raymond James Financial, Inc.

2 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2021.

Tenth Supplemental Indenture, dated as of September 11, 2025 for Senior Debt Securities , between Raymond James Financial, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.

2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2025.

Eleventh Supplemental Indenture, dated as of September 11, 2025, for the 4.90 0% Senior Notes due 20 35 and its 5.650% Senior Notes due 2055 , between Raymond James Financial, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2025.

4.3 Deposit Agreement among TriState Capital Holdings, Inc., Computershare Inc., Computershare Trust Company, N.A.

4 unchanged sentences

* Raymond James Financial, Inc.

Amended and Restated 2012 Stock Incentive Plan (as amended through February 23, 2023), incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders held February 23, 2023, filed with the Securities and Exchange Commission on January 11, 2023.

Amended and Restated 2012 Stock Incentive Plan (as amended through D ecember 3 , 2024 ), incorporated by reference to Exhibit 10.1 to the C o mpany ’ s Quarterly Report on Form 10-Q , filed with the Securities and Exchange Commission on F ebruary 7, 2025 .

* Form of Restricted Stock Unit Agreement for Non-Employee Director under 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2012.

10 unchanged sentences

* Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting) for Canadian Employees, first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2018.

* Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting), first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2018.

* Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting with rTSR) under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 8, 2022.

6 unchanged sentences

Reilly under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 19, 2022.

* Amended and Restated Raymond James Financial Long-Term Incentive Plan, effective August 22, 2018, incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission on November 21, 2018.

* Form of Restricted Stock Unit Award Notice and Agreement for Management Award for U.S.

Employees under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2025.

* Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (time-based vesting) for U.S.

Employees under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2025.

* Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting with rTSR) for U.S.

Employees under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2025.

* Form of Deferred Share Unit Agreement for Directors (Deferred Payment Event) under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2025.

* Form of Deferred Share Unit Agreement for Directors (Separation from Service Election) under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2025.

* Amended and Restated Raymond James Financial Long-Term Incentive Plan, effective August 2 0 , 20 25 .

* Raymond James Financial, Inc.

1 unchanged sentence

* Amended and Restated Raymond James Financial, Inc.

2003 Employee Stock Purchase Plan, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders held February 28, 2019, filed with the Securities and Exchange Commission on January 17, 2019.

2003 Employee Stock Purchase Plan (as amended through February 20 , 202 5 ) , incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2025 .

* Amended and Restated Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 6, 2019.

Amended and Restated Credit Agreement, dated as of April 6, 2023, among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2023.

Second Amended and Restated Credit Agreement, dated as of September 23, 2025 , among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 23, 2025.

Raymond James Financial, Inc.

Insider Trading Policy with Respect to Company Securi ties.

Insider Trading Policy with Respect to Company Securities , incorporated by reference to Exhibit 19 to the C ompany ’ s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on Nove mber 26, 2024 .

21 List of Subsidiaries.

23 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of Paul C.

Reilly pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1 Certification of Paul M.

Shoukry pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Jonathan W.

pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of Paul C.

Reilly and Jonathan W .

32 Certification of Paul M.

Shoukry and Jonathan W.

pursuant to Rule 13a-14(b) and 18 U.S.C.

1 unchanged sentence

Raymond James Financial, Inc.

Dodd-Frank Clawback Policy.

Dodd-Frank Clawback Policy , incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, 2024 .

Raymond James Financial, Inc.

Co mpensation Recoupment Policy.

Compensation Recoupment Policy , incorporated by reference to Exhibit 97.

2 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, 2024.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

5 unchanged sentences

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

(1) Certain instruments defining the rights of holders of the $97,500,000 in aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 that the registrant assumed from TriState Capital in connection with the acquisition on June 1, 2022 are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

The registrant agrees to furnish copies of these instruments to the SEC upon request.

* Indicates a management contract or compensatory plan or arrangement in which a director or executive officer participates.

5 unchanged sentences

RAYMOND JAMES FINANCIAL, INC.

Reilly, Chair and Chief Executive Officer

Shoukry, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

REILLY Chair and Chief Executive Officer (Principal Executive Officer) and Director November 26, 2024

SHOUKRY President and Director

SHOUKRY Chief Executive Officer (Principal Executive Officer) and Director

November 25, 2025

5 unchanged sentences

November 25, 2025

REILLY Executive Chair and Director

November 25, 2025

Director November 25, 2025

/s/ MARLENE DEBEL Director November 25, 2025

14 unchanged sentences

MCGEARY Director November 25, 2025

/s/ CECILY MISTARZ

/s/ CECILY M.

November 25, 2025

Cecily Mistarz

/s/ RAJ SESHADRI Director November 25, 2025

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 9A. Controls and Procedures