0000720005false00007200052024-12-032024-12-030000720005us-gaap:CommonStockMember2024-12-032024-12-030000720005rjf:DepositarySharesSeriesBMember2024-12-032024-12-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 3, 2024
Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Florida
1-9109
59-1517485
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
880 Carillon Parkway
St. Petersburg
Florida
33716
(Address of principal executive offices)
(Zip Code)

(727) 567-1000
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRJFNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred StockRJF PrBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐


Explanatory Note

On December 9, 2024, Raymond James Financial, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the appointment of President and director Paul M. Shoukry to serve as Chief Executive Officer (“CEO”) of the Company, effective at the close of the Annual Shareholders Meeting to be held on February 20, 2025. This Current Report on Form 8-K/A amends the Original 8-K to provide information required to be disclosed pursuant to Item 5.02 that had not been determined at the time of the filing of the Original 8-K, as provided by Instruction 2 to Item 5.02. No other changes have been made to the Original 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 20, 2025, the Compensation and Talent Committee of the Company’s Board of Directors (“Committee”) approved new compensation for Mr. Shoukry in connection with his appointment as CEO, consisting of (i) an increase to Mr. Shoukry’s 2025 annual base salary from $500,000 to $750,000, effective March 1, 2025, and (ii) an award of Restricted Stock Units (“RSUs”) in an aggregate value of $5 million, to be granted effective February 20, 2025, consisting of (a) an award of time-vesting RSUs in the amount of $2.5 million which will vest 60% on the third, and 20% each on the fourth and fifth anniversaries of the grant date, and (b) an award of performance-vesting RSUs (“PRSUs”) in the amount of $2.5 million. The PRSUs will vest — if at all — on the third anniversary of the grant date. The portion of the PRSUs that actually vests will be determined by reference to the Company’s achievement of certain average after-tax adjusted return on equity (“Adjusted ROE”), as modified by its relative total shareholder return (“rTSR”), as detailed below.

The PRSUs will vest in an amount that initially falls between 50% and 150% of the stated target for the award, only if the Company’s Adjusted ROE for a three-year measurement period consisting of the Company’s 2026, 2027 and 2028 fiscal years (the “Measurement Period”) is at least 10%. The initial vesting scale based on Adjusted ROE is as follows:

Adjusted ROE - three-year average
PRSU Vesting Percentage
≥20%150%
18%125%
15%100%
12%75%
10%50%
<10%
0%

After the initial vesting percentage is determined based on Adjusted ROE, it will be subject to further adjustment, which will range from a 20% decrease to a 20% increase, based on the Company’s rTSR ranked on a percentile basis compared to a defined peer group of companies over the Measurement Period (the “rTSR Adjustment”).

Further details regarding the Adjusted ROE and rTSR Adjustment provisions are provided on pp.47- 48 of the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on January 8, 2025.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAYMOND JAMES FINANCIAL, INC.
Date: February 24, 2025
By:
  /s/ Jonathan W. Oorlog, Jr.
Jonathan W. Oorlog, Jr.
Chief Financial Officer



v3.25.0.1
Cover Page
Dec. 03, 2024
Document Information [Line Items]  
Document Type 8-K/A
Document Period End Date Dec. 03, 2024
Entity Registrant Name RAYMOND JAMES FINANCIAL, INC.
Entity Incorporation, State or Country Code FL
Entity File Number 1-9109
Entity Tax Identification Number 59-1517485
Entity Address, Address Line One 880 Carillon Parkway
Entity Address, City or Town St. Petersburg
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33716
City Area Code 727
Local Phone Number 567-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000720005
Amendment Flag false
Common Stock, $.01 par value  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $.01 par value
Trading Symbol RJF
Security Exchange Name NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Trading Symbol RJF PrB
Security Exchange Name NYSE
Raymond James Financial (NYSE:RJF)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Raymond James Financial Charts.
Raymond James Financial (NYSE:RJF)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Raymond James Financial Charts.