RJF 10-K & 10-Q changes, risk factors and insider trading

Our operations and financial results are subject to various risks and uncertainties, including those described in the following sections, which could adversely affect our business, financial condition, results of operations, liquidity and the trading price of our common and preferred stock. The list of risk factors provided in the following sections is not exhaustive; there may be other factors that adversely impact our results of operations, harm our reputation or inhibit our ability to generate new business prospects. The following sections should be read in conjunction with “Item 1C - Cybersecurity,” “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes in “Item 8 - Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. In particular, see “Item 1C - Cybersecurity” for additional information on how we assess, identify, and manage cybersecurity risks, “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources” for additional information on liquidity and how we manage our liquidity riskrisks and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk management” for additional information on our exposure and how we monitor and manage our market, credit, liquidity, operational, model, and compliance, and certain other risks.

Maintaining our reputation is critical to attracting and maintaining clients, investors, associates, and associates.independent contractor financial advisors. If we fail to address, or appear to fail to address, issues that may give rise to reputational risk, we could significantly harm our business prospects. These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including appropriately dealing with potential conflicts of interest, legal and regulatory requirements, fraud perpetrated against our clients, ethical issues, money laundering, cybersecurity andcybersecurity, privacy, record-keeping, sales and trading practices, and associate misconduct. In addition, the failure to either sell securities we have underwritten at anticipated price levels or to properly identify and communicate the risks inherent in the products and services we offer could also give rise to reputational risk. A failure or perceived failure to maintain appropriate service and quality standards or to treat clients fairly can result in client dissatisfaction, litigation, and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs, and reputational harm. Negative publicity about us, including information posted on social media or other internet forums or published by news organizations, whether or not true, may also harm our reputation. The speed and pervasiveness with which information can be disseminated through these channels, in particular social media, may magnify risk relating to negative publicity. Further, failures at other large financial institutions or other market participants, regardless of whether they relate to our activities, could lead to a general loss of client confidence in financial institutions that could negatively affect us, including harming the market perception of the financial system in general.

Any cyber-attack or other security breach of our technology systems, or those of our clients or other third-partythird vendorsparties we rely on, could subject us to significant liability and harm our reputation.

Our operations rely heavily on the secure processing, storage, and transmission of sensitive and confidential financial, personal, and other information in our computer systems and networks. There have been numerous highly publicized cases involving financial services companies reporting the unauthorized disclosure of client or other confidential information in recent years, as well as cyber-attacks involving the theft, dissemination, and destruction of corporate information or other assets, in some cases as a result of failure to follow procedures by employees or contractors or as a result of actions by third parties. There have also been numerous highly publicized cases where hackers have requested “ransom” payments in exchange for not disclosing customer information or for restoring access to information or systems. Like other financial services firms, we experience malicious cyber activity directed at our computer systems, software, networks, and users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of-service attacks. We also experience large volumes of phishing and other forms of social engineering (including through the use of AI) attempted for the purpose of perpetrating fraud against the firm, our associates, or our clients. This includes attempts by threat actors to impersonate our clients or associates, or to defraud our clients directly. In addition, clients may also share information (including information used for authentication) with third parties, which also may be a source of a potential cybersecurity incidents or fraud. These activities may occur outside of our systems but could still result in financial loss to our clients and potential liability or reputational harm to us. Additionally, we may face increased cybersecurity risk for a period of time after acquisitions as we transition the acquired entity’s historical systems and networks to our standards. We also face increased cybersecurity risk related to mobile and cloud solutions or those related to new and emerging technologies such as AI. We seek to continuously monitor for and nimbly react to any and all such malicious cyber activity, and we develop our systems to protect our technology infrastructure and data from misuse, misappropriation, or corruption.

Cyber-attacks can originate from a variety of sources, including threat actors affiliated with foreign governments, organized crime, or terrorist organizations. Threat actors may also attempt to place individuals within our firm, or induce employees, clients, or other users of our systems, to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent. Although cybersecurity incidents among financial services firms arecontinue onto the rise,increase, we have not experienced any material losses relating to cyber-attacks or other information security breaches. However, the techniques used in these attacks are increasingly sophisticated, change frequently, and are often not recognized until launched. Although we seek to maintain a robust suite of authentication and layered information security controls, including our cyber threat analytics, data encryption, anti-malware defenses, and vulnerability management programs, any one or combination of these controls could fail to detect, mitigate, or remediate these risks in a timely manner. Despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, software, and networks may be vulnerable to human error, equipment failure, natural disasters, power loss, unauthorized access, supply chain attacks, distributed denial-of-service attacks, computer viruses and other malicious code, and other events that could result in significant liability and damage to our reputation, and have an ongoing impact on the security and stability of our operations. In addition, although we maintain insurance coverage that may, subject to terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses, such as litigation costs or financial losses that exceed our policy limits or are not covered under any of our current insurance policies.

We also rely on numerous third-partythird parties, including service providers that utilize cloud technologies to conduct other aspects of our business operations, and we face similar risks relating to them. While we regularly conduct security assessments on these third-party vendors,service providers, we cannot be certain that their information security protocols are sufficient to withstand a cyber-attack or other security breach. We also cannot be certain that we will receive timely notification of such cyber-attacks or other security breaches. In addition, in order to access our products and services, our clients, independent contractor financial advisors, and financial advisors associated with firms affiliated with us through our RCS division may use computers and other devices that are beyond our security control systems.

Notwithstanding the precautions we take, if a cyber-attack or other information security breach were to occur, this could jeopardize the information we confidentially maintain, or otherwise cause interruptions in our operations or those of our clients and counterparties, exposing us to liability.liability, including potential financial liability for certain client losses arising from various assurances we make to our clients regarding such instances. As attempted attacks continue to evolve in scope and sophistication, we may be required to expend substantial additional resources to modify or enhance our protective measures, to investigate and remediate vulnerabilities or other exposures or to communicate about cyber-attacks to our clients and/or regulators. A technological breakdown could also interfere with our ability to comply with financial reporting and other regulatory requirements, exposing us to potential disciplinary action by regulators. Further, successful cyber-attacks at other large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general, which could result in reduced use of our financial products and services.

We may also be subject to liability under various data protection laws. In providing services to clients, we manage, utilize, and store sensitive or confidential client or employee data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal, state, and international laws governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number. If any person, including any of our associates,associates or independent contractor financial advisors negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates such data, we could be subject to significant monetary damages, regulatory enforcement actions, fines, and/or criminal prosecution. In addition, unauthorized disclosure of sensitive or confidential clientinformation, oras employeewell data,as information we collect from our actual and prospective clients, associates, and independent contractor financial advisors, whether through system failure, employee negligence, fraud, or misappropriation, could damage our reputation and cause us to lose clients and related revenue. Potential liability in the event of a security breach of client data could be significant. Depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages. Further, lapses in cybersecurity controls, as perceived by our regulators, could lead to fines and penalties compounding monetary losses.

An inability to maintain adequate funding and liquidity to operate our business could have a significant negative effect on our financial condition. We have a contingency funding plan which would guide our actions if one or more of our businesses were to experience disruptions from normal funding and liquidity sources. If the available funding from one or more of our contingent funding sources is not sufficient to sustain normal operating levels, we may be required to scale back or curtail our operations, such as by limiting lending, selling assets at unfavorable prices, cuttingreducing or eliminating dividend payments, or limiting our recruiting of financial advisors. Our liquidity could be negatively affected by: any inability of our subsidiaries to generate cash to distribute to the parent company, liquidity or capital requirements that may prevent our subsidiaries from distributing cash, limitations on our subsidiaries’ access to credit markets for secured and unsecured borrowings, diminished access to the capital markets for RJF, and other commitments or restrictions on capital as a result of adverse legal settlements, judgments, regulatory sanctions, or an adverse change in our credit rating by one or more of the national rating agencies. Furthermore, as a BHC, we may become subject to prohibitions or limitations on our ability to pay dividends to our shareholders and/or repurchase our stock. Certain of our regulators have the authority, and under certain circumstances, the duty, to prohibit or to limit dividend payments by regulated subsidiaries to their parent company.

The RJBDP provides our Bank segment with relatively low-cost, stable deposits, and weWe rely heavily on the RJBDP to fund our Bank segment asset growth. Any significant reduction in PCG clients’ cash balances swept to the RJBDP, a change in the allocation of that cash between our Bank segment and third-party banks within the RJBDP, a movement of cash away from the firm, or an inability to implement new or modified deposit offerings, could significantly impair our ability to continue growing interest-earning assets and/or require our Bank segment to increase reliance on higher-cost deposit sources, such as the ESP and certain higher-yield RJBDP offerings to clients, or other sources of liquidity to growsupport interest-earningasset assets.growth. Additionally, periods of higher interest rates have made and may continue to make investments in securities, such as fixed-income securities and money market funds, more attractive for investors, thereby incentivizing them to reduce their cash balances with us.

We also earn fees from third-party banks on deposits they receive through the RJBDP. If PCG clients’ cash balances decrease further or third-party bank demand or capacity for RJBDP deposits decline from current levels, our RJBDP fees from third-party banks could decline. In addition, an inability to deploy client cash to third-party banks through RJBDP would require us to retain more cash in our Bank segment or in our Client Interest Program (“CIP”),CIP, both of which may cause a significant increase in our assets, thereby negatively affecting certain of our regulatory capital ratios. Any increase to the rates we pay clients can reduce our earnings. Such increases may result from competitive industry dynamics as well as changes to rules or interpretations governing the fees we earn on cash sweep balances.

The ESP provides a high-yield deposit offering to our PCG clients and operates through a reciprocal deposit program, which allows us to place deposits at third-party insured depository institutions in return for deposits received by our bank subsidiaries. This program allows us to offer higher levels of FDIC insurance to our clients. If third-party bank capacity for reciprocal deposits declines, or we are otherwise restricted from participating in this program, we may have to reduce FDIC insurance coverage on such deposits, which may cause clients to withdraw deposits that exceed FDIC insurance limits from our bank subsidiaries. In such event, we may have to pay higher interest rates to replace them with other sources of funding, which could adversely affect our liquidity and results of operations. In addition, reciprocal deposit balances in excess of $5 billion meet the FDIC definition of “brokered deposits.” Such brokered deposits are subject to additional scrutiny from regulators, incur higher FDIC insurance costs, and may also be viewed negatively by our rating agencies, shareholders, and otherdepositors, depositors.among others.

The financial services industry faces significant litigation and regulatory risks. Additionally, our litigation and regulatory risks continue to increase as our business grows both domestically and internationally. Many aspects of our business involve substantial risk of liability. We have been named as a defendant or co-defendant in lawsuits and arbitrations primarily involving claims for damages. The risks associated with potential litigation often may be difficult to assess or quantify and the existence and magnitude of potential claims often remain unknown for substantial periods of time. Unauthorized or illegal acts ofor noncompliance with firm policies by our associates and independent contractor financial advisors could also result in substantial liability. In addition, our business activities include providing custody, clearing, and back office support for certain non-affiliated, independent RIAs and broker-dealers. Even though these independent firms are exclusively responsible for their operations, supervision, compliance, and the suitability of their client’s investment decisions, we have been, and may in the future be, named as defendants in litigation involving their clients. We are also the subject of inquiries, investigations, and proceedings by regulatory and other governmental agencies.

We are engaged in various financial services businesses. As such, we are affected by domestic and international macroeconomic and political conditions, as well as economic output levels, interest and inflation rates, employment levels, prices of commodities, consumer confidence levels, changes in consumer spending, international trade policy, and fiscal and monetary policy. For example, Fed policies determine, in large part, interest rates and the cost of funds which directly affect the returns and fair value on our lending and investing activities. The market impact from such policies can also materially decrease the value of certain of our financial assets, most notably debt securities, as well as our cash flows. In addition, our results of operations may be impacted by governmental policy changes resultingand/or fromregulatory differentreform politicalin philosophiesmultiple governingareas, individualincluding tax, international trade, immigration, healthcare, labor, infrastructure, and corporateenergy. taxation,While asthere wellis asuncertainty regulation, which may result fromaround the outcometiming of themany recentsuch federalpotential electionschanges, insuch the U.S. For example, changes to tax laws and regulations, including various provisions of the Tax Cut and Jobs Act (“TCJA”) which will expire in 2025 if not extended, may negatively impact our effective income tax rate, financial results, or the amount of any tax assets or liabilities. Changes in tax law and regulation,changes, or any market uncertainty caused by a potential change in thegovernmental political environment,policies, may also affect our clients and, directly or indirectly, our business. Furthermore, over the last several years the federal government has shut down multiple times, in some cases for prolonged periods, and it is possible that the federal government may shut down again in the future. Although the recent government shutdown is not expected to materially affect our results of operations, any prolonged future shutdown could significantly impact business and economic conditions generally or specifically in our key markets, which could have a material adverse effect on our results and financial condition. Macroeconomic conditions may also be negatively affected by domestic or international events, including natural disasters, political unrest, the indirect impact of wars and conflicts, such as the wars in Ukraine and Israel, or public health epidemics and pandemics, as well as by a number of factors in the global financial markets that may be detrimental to our operating results.

If we were to experience a period of sustained downturn in the securities markets, credit market dislocations, reductions in the value of real estate, increases in mortgage and other loan delinquencies, or other negative market factors, our revenues and the value of the assets we own could be adversely impacted. Market uncertainty could also cause clients to move their investments to lower margin products, or withdraw them, which could have an adverse impact on our profitability. We could also experience a material reduction in trading volume and lower asset prices in times of market uncertainty, which would result in lower brokerage revenues, including losses on firm inventory, as well as losses on certain of our investments. Conversely, periods of severe market volatility may result in a significantly higher level of transactions and activity which may cause operational challenges that may result in losses. These can include, but are not limited to, trade errors, failed transaction settlements, late collateral calls to borrowers and counterparties, credit losses, or interruptions to our system processing. Periods of reduced revenue and other losses could lead to reduced profitability because certain of our expenses, including our interest expense on debt, lease expenses, and salary expenses, are fixed,fixed and our ability to reduce them over short time periods is limited.

Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions, which directly and indirectly affect us. Market conditions that change from time to time, thereby exposing us to market risk, include fluctuations in interest rates, equity prices, foreign exchange rates, and price deterioration or changes in value due to changes in market perception,perception actualof the credit quality of an issuer, or other factors.

Market risk is inherent in financial instruments associated with our operations and activities, including loans, deposits, securities, short-term borrowings, long-term debt, trading assets and liabilities, derivatives, and investments. For example, interest rate increases could adversely affect the value of our available-for-sale securities portfolio. Interest rate changes could also adversely affect the value of our fixed income trading inventories, as well as our net interest spread, which is the difference between the yield we earn on our interest-earning assets and the interest rate we pay for deposits and other sources of funding, in turn impacting our net interest income and interest-related earnings. Interest rate changes could affect the interest earned on assets differently than interest paid on liabilities. Market risk may also affect the value of our private equity portfolio, which is carried at fair value with unrealized gains and losses reflected in earnings. The value of such investments can fluctuate and the related earnings can be volatile and difficult to predict.

Increases in short-term interest rates have historically resulted in an increase in our net earnings and we expect decreases in short-term interest rates to generally reduce our net earnings, although there may be offsetting favorable impacts. As it relates to our net interest income, the magnitude of the effect of a decrease in short-term interest rates depends on a number of factors impacting balances, asset yields, and the cost of funding. The magnitude of the impact to our net interest margin depends on the yields on interest-earning assets relative to the cost of interest-bearing liabilities, including deposit rates paid to clients on their cash balances. Decreases in short-term interest rates generally also result in a decrease to our RJBDP fees earned from third-party banks, although the magnitude of the impactdecline may also be impacted by demand for cash balances by third-party banks and the rate paid to clients on their cash sweep balances. Rates paid to clients on their cash balances are generally impacted by the level of short-term interest rates, as well as competitive industry dynamics and the demand for client cash. Additionally, any future changes to regulatory rules or interpretations governing the fees the firm earns on cash sweep balances could also impact the rates we pay to clients on cash balances. If we are unable to effectively manage our interest rate risk, changes in interest rates could have a material adverse effect on our profitability.

In addition, disruptions in the liquidity or transparency of the financial markets may result in our inability to sell, syndicate or realize the value of security positions, therebypotentially leading to increased concentrations. The inability to reduce our positions in specific securities may not only increase the market and credit risks associated with such positions, but also increase the level of risk-weighted assets on our balance sheet, thereby increasing our capital requirements, which could have an adverse effect on our business results, financial condition, and liquidity.

A large portion of our revenues are derived from fees generated from the distribution of financial products, such as mutual funds andfunds, variable annuities, and exchange-traded funds, and the various services we perform related to such products. Changes in the structure or amount of the fees paid by the sponsors of these products could directly affect our revenues, business, and financial condition. In addition, if these products experience losses or increased investor redemptions, we may receive lower fees from the distribution and other services we provide on behalf of thethird-party mutualfinancial fund and annuity companies.entities.

As a market maker, we take ownership of positions in specific securities, and these undiversified holdings concentrate the risk of market fluctuations and may result in greater losses than would be the case if our holdings were more diversified. Despite risk mitigation policies,policies and practices, we may incur losses as a result of positions we hold in connection with these activities.

A continued interruption to our telecommunications or data processing systems, or the failure to effectively update the technology we utilize,utilize could be materially adverse to our business.

Our businesses rely extensively on data processing and communications systems.systems, including both third-party and internally-developed technology solutions. In addition to better serving clients, the effective use of technology increases efficiency and enables us to reduce costs. Adapting or developing our technology systems to meet new regulatory requirements, client needs, and competitive demands is critical for our business. Introduction of new technology presents challenges on a regular basis. There are significant technical and financial costs and risks in the development of new or enhanced applications, including the risk that we might be unable to effectively use new technologies, adapt our applications to emerging industry standards, or keep applications current as it relates to vulnerabilities and security controls.

We deposit our cash in depository institutions as a means of maintaining the liquidity necessary to meet our operating needs, and we also facilitate the deposit of cash awaiting investment in depository institutions on behalf of our clients. Many of these deposits exceed FDIC-insured limits. Recent events in the financial services industry, including the failure of certain banks, have increased counterparty credit risk. While we perform extensive diligence on the banks we select to hold these deposits, a failure of one or more of these depository institutions to return these deposits could affect our operating liquidity, result in reputational damage, and impair our financial performance.

We seek to manage, monitor, and control our market, credit, operational, liquidity, and legal and regulatory compliance risk through operational and compliance reporting systems, internal controls, management review processes, and other mechanisms; however, there can be no assurance that our procedures will be effective. While we use limits and other risk mitigation techniques, those techniques and the judgments that accompany their application cannot always anticipate unforeseen economic and financial outcomes or the specifics and timing of such outcomes. Our risk management methods may not predict future risk exposures effectively. In addition, some of our risk management methods are based on an evaluation of information regarding markets, clientsclients, and other matters that are based on assumptions that may no longer be accurate or may have limited predictive value. A failure to manage our growth adequately, including growth in the products or services we offer or through acquisitions, or to manage our risk effectively, could materially and adversely affect our business and financial condition.

Financial services firms are subject to numerous actual or perceived conflicts of interest, which are routinely examined by regulators and SROs, such as FINRA, and aremay oftenbe used as the basis for claims for legal liability by plaintiffs in actions against us. OurThrough our risk management processes includewe addressingseek to address potential conflicts of interest that arise in our business. Management of potential conflicts of interest has becomebecomes increasingly complex as we expand our business activities.activities expand. A perceived or actual failure to address conflicts of interest adequately could affect our reputation, the willingness of clients to transact business with us, or give rise to litigation or regulatory actions. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could result in material harm to our business and financial condition.

We are engaged in intensely competitive businesses. We compete on the basis of a number of factors, including the quality of our associates,associates and financial advisors, our products and services, pricing (such as execution pricing and fee levels), technology solutions, and location and reputation in relevant markets. Over time, there has been substantial consolidation and convergence among companies in the financial services industry, which has significantly increased the capital base and geographic reach of our competitors. See “Item 1 - Business - Competition” of this Form 10-K for additional information about our competitors.

We compete directly with other national full service broker-dealers, investment banking firms, commercial banks, and investment advisors, investment managers,managers andand, to a lesser extent, with discount brokers and dealers. We face competition from more recent entrants into the market, including fintechs, and increased use of alternative sales channels by other firms. Technology has lowered barriers to entry and made it possible for fintechs to compete with larger financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions. This competition has grown significantly over recent years and is expected to intensify. In addition, commercial firms and other non-traditional competitors have applied for banking licenses or have entered into partnerships with banks to provide banking services. We also compete indirectly for investment assets with insurance companies, real estate firms, and hedge funds, among others. Competition from other financial services firms to attract clients or trading volume, through direct-to-investor online financial services, or higher deposit rates to attract client cash balances, could result in pricing pressure or otherwise adversely impact our business and cause our business to suffer.

We must monitor the pricing of our services and financial products in relation to competitors and periodically may need to adjust our fees, commissions, margins, or interest rates on deposits to remain competitive. In fixed income and equity markets, regulatory requirements have resulted in greater price transparency, leading to price competition and decreased trading margins. Our trading margins have been further compressed by the shift from high- to low-touch services over time, which has created additional competitive pressure. We believe that price competition and pricing pressures in these and other areas will continue as institutional investors continue to reduce the amounts they are willing to pay, including by reducing the number of brokerage firms they use, and some of our competitors seek to obtain market share by reducing fees, commissions, or margins.

We may not be able to obtain additional outside financing to fund our operations on favorable terms, or at all. The impact of a credit rating downgrade to a level below investment grade would result in our breaching provisions in certain of our derivative instruments, and may result in a request for immediate payment and/or ongoing overnight collateralization on our derivative instruments in liability positions. A credit rating downgrade would also result in the firm incurring a higher facility fee on its $750$1 millionbillion unsecured revolving credit facility agreement (the “Credit Facility”), in addition to triggering a higher interest rate applicable to any borrowings outstanding on the line as of and subsequent to such downgrade. See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources” of this Form 10-K and Note 1615 of the Notes to Consolidated Financial Statements of this Form 10-K for information on the Credit Facility.

Moreover, to the extent we pursue acquisitions, or enter into acquisition commitments, a number of factors may prevent us from completing such acquisitions on acceptable terms. For example, regulators such as the Fed could fail to approve a proposed transaction or such approvals could result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction. The shareholders of a publicly-traded target company could fail to approve the transaction. Closing conditions in the transaction agreement could fail to be satisfied, or there could be an unexpected delay in closing. Other developments that may affect future results of an acquired company may occur, including changes in asset quality and credit risk, changes in interest rates and capital markets, inflation, and/or changes in customer borrowing, repayment, investmentinvestment, and deposit practices. Finally, an event, change, or other circumstance could occur that gives rise to the termination of the transaction agreement.

There is a risk that our associates or independent advisors could engage in misconductmisconduct, fraudulent, unauthorized, or illegal acts, or noncompliance with firm policies or regulations that adversely affects our business.business and/or results in substantial liability. For example, our investment banking business often requires that we dealappropriately withmanage the use of our institutional clients’ non-public, confidential mattersinformation. Similarly, many of great significance to our clients. Our associates interact routinely with clients, customers,clients and counterparties on an ongoing basis. All associatesand are expected to exhibitcomply thewith behaviorsour policies and ethics that are reflected in our framework of principles, policies, and technologyprocedures to protect both our own information as well as that of our clients. If our associates improperly use or discloseclients’ confidential information providedand our own. If confidential information, for example, is improperly used or disclosed by ourany clients,associate or independent advisor, we could be subject to future regulatory sanctionsaction and suffer serious harm to our reputation, financial position, current client relationships, and ability to attract future clients. WeAdditionally, areassociate alsoor subjectindependent toadvisor a number of obligations and standards arising from our asset management business and our authority over our assets under management. In addition, our financial advisors are required to act in the best interests of our clients and may act in a fiduciary capacity, providing financial planning, investment advice, and discretionary asset management. The violation of these obligations and standards by any of our associates would adversely affect our clients and us. Associate conductmisconduct on non-business matters, such as social issues, including the posting of information on social media or other internet forums, could be inconsistent with our policies and ethicsvalues and result in reputational harm to our business due to their employment by us or affiliation with us. It is not always possible to deter or prevent every instance of associate misconduct, and the precautions we take to detect and prevent this activity may not be effective in all cases. If our associates or independent advisors engage in misconduct, our business wouldcould be adversely affected.

We are subject to a variety of risks, including reputational risk, associated with environmental, social, and governance matters. As a large financial institution, we have multiple stakeholders, including our shareholders, clients, associates, federalindependent advisors, federal, state, and stateforeign regulatory authorities, and the communities in which we operate, and these stakeholders will often have differing priorities and expectations regarding suchenvironmental, social, and governance matters. For example, individual U.S. states are increasingly developing differing, and sometimes conflicting, rules related to environmental, social, and governance matters, while at the federal level, the SEC has recently stopped pursuing rulemaking efforts focused on certain of these matters. In addition, proxy advisory firms and certain institutional investors who manage investments in public companies may integrate environmental, social, and governance factors into their investment analysis. Frameworks for evaluating such matters remain under-developed and vary widely, which may lead to misperceptions of our policies and practices. Organizations that provide ratings information to investors on such matters may also assign unfavorable ratings to RJF. Stakeholders continue to focus on environmental, social, and governance issues in corporate actions, such as the election of directors and approval of executive compensation. Certain of our clients might also require that we implement additional procedures or standards in these areas in order to continue to do business with them. If we take action in conflict with one or another of those stakeholders’ expectations, we could experience an increase in client complaints, a loss of business, or reputational harm. We could also face negative publicity or reputational harm based on the identity of those with whom we choose to do business. Any adverse publicity in connection with environmental, social, and governance issues could damage our reputation, ability to attract and retain clientsclients, associates, and associates,independent advisors, compete effectively, and grow our business.

Moreover,Regulatory therescrutiny has been increased regulatory focus on theof disclosure practices of investment managers offeringfor sustainable and values-based investment strategies,strategies resultinghas been a focus in increasedrecent riskyears, though that focus appears to be moderating following the SEC’s decision to withdraw proposed rulemaking in this area. Nonetheless, we could bestill face reputational risk if our investment managers are perceived as making inaccurate or misleading statements regarding the investment strategies of our funds and ETFs, commonly referred to as “greenwashing.” Such perceptions or accusations could damage our reputation, result in litigation or regulatory enforcement actions, and adversely affect our business.

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Such estimates and assumptions may require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. One of our most critical estimates is our allowance for credit losses. At any given point in time, conditions in real estate and credit markets may increase the complexity and uncertainty involved in estimating the losses inherent in our loan portfolio. The recorded amount of liabilities related to legal and regulatory matters is also subject to significant management judgement.judgment. For either of these estimates, if management’s underlying assumptions and judgments prove to be inaccurate, our loss provisions could be insufficient to cover actual losses, and our financial condition, including our liquidity and capital, and results of operations could be materially and adversely impacted. For additional discussion of our significant accounting estimates, policies and standards, see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical accounting estimates” of this Form 10-K and Note 2 of the Notes to Consolidated Financial Statements of this Form 10-K.

Our operations and financial results are subject to risks and uncertainties related to our use of a combination of insurance, self-insured retentionretention, and self-insurance for a number of risks. To a large extent, we have elected to self-insure our errors and omissions liability and our employee-related health carehealthcare benefit plans. We have self-insured retention risk related to several exposures, including our property and casualty, workers compensationcompensation, and professional liability policies.

While we endeavor to purchase insurance coverage appropriate to our risk assessment, we are unable to predict with certainty the frequency, naturenature, or magnitude of claims for direct or consequential damages. Our business may be negatively affected if our insurance proves to be inadequate or unavailable. In addition, claims associated with risks we have retained either through our self-insurance retention or by self-insuring may exceed our recorded liabilities which could negatively impact future earnings. Insurance claims may divert management resources away from operating our business.

Financial services firms are highly regulated and are currently subject to a number of new and proposed regulations, all of which may increase our risk of financial liability and reputational harm resulting from adverse regulatory actions.

Financial services firms operate in an evolving regulatory environment and are subject to extensive supervision and regulation. The laws and regulations governing financial services firms are intended primarily for the protection of our depositors, our clients, the financial system, and the FDIC insurance fund, not our shareholders or creditors. The financial services industry has experienced an extended period of significant change in laws and regulations, as well as a high degree of scrutiny from various regulators, including the SEC, the Fed, the FDIC, the OCCOCC, the DOL, and the CFPB, in addition to stock exchanges, FINRA, and governmental authorities, such as state attorneys general. The SEC has recently been very active in proposing and adopting major new rules and regulations that affect public companies and, in particular, the financial services industry. Several of these new rules have been adopted after significantly abbreviated periods for public comments, and these new or proposed rules involve sweeping changes that could require significant shifts in industry operations and practices, thereby increasing uncertainty for markets and investors. Further, final and proposed rules and regulations have been increasingly subjected to legal challenge which creates uncertainty in planning our compliance and could lead to increased compliance costs. Penalties and fines imposed by regulatory and other governmental authorities have also been substantial and growing in recent years. Additionally, an increasing number of U.S. states have proposed, or are considering, their own laws and regulations, and as a result our activities could be subject to overlapping and divergent regulation. We may be adversely affected by the adoption of new rules and by changes in the interpretation or enforcement of existing laws, rules, and regulations. Existing and new laws and regulations could negatively affect our revenue, limit our ability to pursue business opportunities, impact the value of our assets, require us to alter our business practices, impose additional compliance costs, and otherwise adversely affect our businesses.

Additionally, our international business operations are subject to laws, regulations, and standards in the countries in which we operate. In many cases, our activities have been and may continue to be subject to overlapping and divergent regulation in different jurisdictions. As our international operations continue to grow, we may need to comply with additional laws, rules, and regulations which could require us to alter our business practices and/or result in additional compliance costs. Any violations of these laws, regulations or standards could subject us to a range of potential regulatory events or outcomes that could have a material adverse effect on our business, financial conditioncondition, and prospects including potential adverse impacts on continued operations in the relevant international jurisdiction.

Broker-dealers and investment advisors are subject to regulations covering all aspects of the securities business, including, but not limited to: sales and trading methods; trade practices among broker-dealers; use and safekeeping of clients’ funds and securities; capital structure of securities firms; anti-money laundering efforts; recordkeeping; and the conduct of directors, officersofficers, and employees. Any violation of these laws or regulations could subject us to the following events, any of which could have a material adverse effect on our business, financial condition, reputation, and prospects: civil and criminal liability for us or our employees or affiliated financial advisors; sanctions, which could include the revocation of our subsidiaries’ registrations as investment advisors or broker-dealers; the revocation of the licenses of our financial advisors; censures; fines; conditions or limitations on our business activities, including higher capital requirements; or a temporary suspension or permanent bar from conducting business. See Note 1918 of the Notes to Consolidated Financial Statements of this Form 10-K for additional information.

Federal and state laws or regulations governing, among other things, the wages we pay our employees, the terms of our employment contracts (e.g., post-employment non-competition agreements), or the criteria for determining whether a person is an employee or independent contractor could materially impact our relationships with our advisors and our business, result in higher compensation costscosts, or otherwise adversely affect our results of operations.

Raymond James Bank and TriState Capital Bank are subject to the CRA, the Equal Credit Opportunity Act, the Fair Housing ActAct, and other U.S. federal fair lending laws and regulations that impose nondiscriminatory lending requirements on financial institutions. The U.S. Department of Justice and other federal agencies, including the CFPB, are responsible for enforcing these laws and regulations. An unfavorable CRA rating or a successful challenge to an institution’s performance under the fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil monetary penalties, injunctive relief, and the imposition of restrictions on mergers, acquisitionsacquisitions, and expansion activity. Private parties may also have the ability to challenge a financial institution’s performance under fair lending laws by bringing private class action litigation.

The Federal ReserveFed requires a bank holding company to act as a source of financial and managerial strength for its subsidiary banks.banks The Federal Reserveand could require RJF to commit resources to Raymond James Bank and TriState Capital Bank when doing so is not otherwise in the best interests of RJF or its shareholders or creditors.

Regulatory actions brought against us may result in judgments, settlements, fines, penaltiespenalties, or other results, any of which could have a material adverse effect on our business, financial condition, reputation, or results of operations. In particular, the banking agenciesregulators have broad enforcement power over bank holding companies and banks, including with respect to unsafe or unsound practices or violations of law. There is no assurance that regulators will be satisfied with the policies and procedures implemented by RJF and its subsidiaries. In addition, from time to time, RJF and its subsidiaries have been and may in the future become subject to additional findings with respect to supervisory, compliancecompliance, or other regulatory deficiencies, which could subject us to additional liability, including penalties and restrictions on our business activities. Among other things, these restrictions could limit our ability to make investments, complete acquisitions, onboard new branches or financial advisors, expand into new business lines, pay dividends on our common and preferred stockstock, and/or engage in share repurchases. See “Item 1 - Business - Regulation” of this Form 10-K for additional information regarding our regulatory environment.

(1)These are non-GAAP financial measures. Please see the “Reconciliation of non-GAAP financial measures to GAAP financial measures” in this MD&A for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures,measures and for other important disclosures.

We generated strong net revenues and pre-tax income forFor the year ended September 30, 2024,2025, whichwe increasedgenerated net revenues of $14.07 billion, an increase of 10% and 16%, respectively, compared with the prior year.year, and pre-tax income of $2.71 billion, an increase of 3%. Our net income available to common shareholders of $2.13 billion was 19%3% higher than the prior year and our earnings per diluted share increasedwere 22%.$10.30, reflecting a 6% increase. Our return on common equity (“ROCE”) was 18.9%,17.7%, compareddown withfrom 17.7%18.9% for the prior year, and our return on tangible common equity (“ROTCE”) was 22.6%20.6%(1), compared with 21.7%22.6%(1) for the prior year.

Adjusted net income available to common shareholders(1) for the year ended September 30, 2024, which excludesExcluding the impact of $97$75 million of expensesexpenses, net of their tax effect, related to acquisitions completed in prior years, suchadjusted asnet compensationincome expenses relatedavailable to retentioncommon awardsshareholders andfor amortizationthe year ended September 30, 2025 was $2.21 billion(1), an increase of identifiable intangible assets, increased 18%3% compared with adjusted net income available to common shareholders(1) for the prior year which, in addition to acquisition-related expenses, excluded the impact of a $32 million favorable insurance settlement related to a previously-settled legal matter.year. Our adjusted earnings per diluted share were $10.66(1), increasedan 21%increase of 6% compared with the prior year. Adjusted ROCE was 19.6%18.3%(1), compared with 18.4%19.6%(1) for the prior year, and adjusted ROTCE was 23.3%21.3%(1), compared with 22.5%23.3%(1) in the prior year.

The increase in net revenues compared with the prior year was primarily due to higher asset management and related administrative fees, largely the result of higher PCG client assets in fee-based accounts at the beginning of each of the current-year billing periods compared with the prior-year billing periods. The increase in PCG client assets in fee-based accounts resulted from net market appreciation and net new assets to the firm since the prior year. Investment banking revenues also increased significantly compared with the prior year primarily due to more favorable market conditions during the year. Brokerage revenues also increased compared with the prior year largely due to an increase in client activity in theboth our PCG segment and investmentCapital bankingMarkets revenues increased primarily due to more favorable market conditions in the current year.segments. Offsetting these increases was a decrease in combined net interest income and RJBDP fees from third-party banks, asdue theto favorable impacts of higherlower short-term interest rates and higher average interest-earning asset balances and RJBDP balances swept to third-party banks were more than offset by a significant increase in interest expense. The increase in interest expense was primarily due to a shift in the mix of deposit balances at our Bank segment, as RJBDP balances swept to the Bank segment declined compared with the prior year and alower significant portion was replaced with higher-cost ESPRJBDP balances andswept certificateto ofthird-party depositbanks, balances.which more than offset a favorable impact from growth in average interest-earning assets.

Compensation, commissions and benefits expense increased 13%,10%, primarily due to an increase in compensable revenues, as well as an increase in compensation costs to support our growthgrowth, including financial advisor recruiting-related expenses, and annual salary increases. Our compensation ratio, or the ratio of compensation, commissions and benefits expense to net revenues, was 64.1%,64.5%, compared with 62.8%64.1% for the prior year. Excluding acquisition-related compensation expenses, our adjusted compensation ratio was 63.7%64.3%(1), compared with an adjusted compensation ratio of 62.1%63.7%(1) for the prior year. The increase in the compensation ratio primarily resulted from changes in our revenue mix due to increases in compensable revenues compared with the prior year, including asset management and related administrative fees, investment banking revenues, and brokerage revenues, as well as a decrease in combined net interest income and RJBDP fees from third-party banks, which have little associated direct compensation.

(1) For additional information, please see the “Liquidity and capital resources - Sources of liquidity” section in this MD&A.

Given the relationship between our interest-sensitive assets and liabilities (primarily held in our PCG, Bank, and Other segments) and the nature of fees we earn from third-party banks on client cash balances swept to such banks as part of the RJBDP (included in account and service fees), our financial results are sensitive to changes in interest rates. Increases in short-term interest rates have historically resulted in an increase in our net earningsearnings, and we expect decreases in short-term interest rates to generally reduce our net earnings, although there may be offsetting favorable impacts. As it relates to our net interest income, the magnitude of the effect of a decrease in interest rates depends on a number of factors impacting balances, asset yields, and the cost of funding. The magnitude of the impact toon our net interest margin depends on the yields on interest-earning assets relative to the cost of interest-bearing liabilities, including deposit rates paid to clients on their cash balances.

Decreases in short-term interest rates generally also result in a decrease to our RJBDP fees earned from third-party banks, although the magnitude of the impact may also be impacted by demand for cash balances by third-party banks and the rate paid to clients on their cash sweep balances. Rates paid to clients on their cash balances are generally impacted by the level of short-term interest rates, as well as competitive industry dynamics and the demand for client cash. Additionally, any future changes to regulatory rules or interpretations governing the fees the firm earns on cash sweep balances could also impact the rates we pay to clients on cash balances. In recent fiscal years, we have sought to continue to meet client demand for higher yields on cash balances, without sacrificing the benefits of FDIC insurance on such balances, by introducing new deposit products leveraging our bank subsidiaries or through initiatives offered within the RJBDP. Such programs include our ESP introduced to our clients in fiscal 2023 where such deposits are held by Raymond James Bank, offer enhanced ratesrates, toand clients and, through a reciprocal deposit program,offer FDIC coverage of up to $50 million for certain accounts, as well as initiatives offered from time to time within the RJBDP program which may offer enhanced rates to clients on certain balances within the program. These programs, while meeting client needs and diversifying our funding sources, have a higher relative cost than other alternatives therefore reducing our net interest margin and yields on RJBDP balances.

Through our PCG segment, we provide financial planning, investment advisory, and securities transaction services for which we generally charge either asset-based fees (presented in “Asset management and related administrative fees”) or sales commissions (presented in “Brokerage revenues”). We also earn revenues for distribution and related support services performed related to mutual and other funds, fixed and variable annuities, and insurance products. Asset management and related administrative fees and brokerage revenues in this segment are typically correlated with the level of PCG client AUA, including those in fee-based accounts, as well as the overall U.S. equity markets. In periods where equity markets improve, AUA and client activity generally increase, thereby having a favorable impact on net revenues. In periods of rising interest rates, we may also see increased interestactivity in fixed income and fixed annuity products.

We also earn servicing fees, such as omnibus and education and marketing support fees, from mutual fund, annuity, and exchange-traded productfund companies whose products we distribute. Servicing fees earned from such companies are based on the level of assets or number of positions in such programs or a flat fee. Our PCG segment also earns fees from banks to which we sweep clients’ cash in the RJBDP, including both third-party banks and our Bank segment. Such fees, which generally fluctuate based on average balances in the program and the level of short-term interest rates, are included in “Account and service fees.” See “Clients’ domestic cash sweep balances” in the “Selected key metrics” section and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net interest analysis” of this Form 10-K for additional information about fees earned from the RJBDP.

As of September 30, 2025, 2024, 2023, and 2022,2023, PCG AUA included assets associated with firms affiliated with us through our RCS division of $180.7$217.3 billion, $133.3$180.7 billion, and $108.5$133.3 billion, respectively, of which $153.1$188.0 billion, $111.7$153.1 billion, and $89.9$111.7 billion, respectively, were assets in fee-based accounts. Based on the nature of the services provided to such firms, revenues related to these assets in the PCG segment are included in “Account and servicesservice fees.” The growth in RCS client assets over time is partially due to transfers into RCS from our other financial advisor channels. We may continue to experience transfers to our RCS division; however, consistent with our experience in recent fiscal years, we would not expect these financial advisor transfers to significantly impact our results of operations.

(2)The domesticDomestic PCG net new assetsasset growth percentage is based on the beginning domesticDomestic PCG AUA balance for the indicated period.

PCG AUA and PCG assets in fee-based accounts as of September 30, 20242025 increased 25%11% and 28%,15%, respectively, compared with September 30, 2023,2024, resultingdue fromto equity marketmarket-driven appreciation and net new assets, due toreflecting the favorable impact of our advisor retentionrecruiting and recruiting.retention. Offsetting these favorable impacts, domestic PCG net new assets, as well as our PCG AUA and assets in fee-based accounts, were negatively impacted by the departure of primarily one large branch in our independent contractor division in our first fiscal quarter of 2025. PCG fee-based assets increased 7% from June 30, 2025 to September 30, 2025, which will favorably impact asset management and related administrative fees for our fiscal first quarter of 2026 results. PCG assets in fee-based accounts continued to be a significant percentage of overall PCG AUA due to many clients’ preference for fee-based alternatives versus transaction-based accounts and, as a result, a significant portion of our PCG revenues is more directly impacted by market movements.

The number of financial advisors as of September 30, 20242025 increased compared to the prior year, as new recruits and trainees that were moved into production roles exceeded departures and planned retirements. Generally, with planned retirements, assets are retained at the firm pursuant to advisor succession plans. During the year ended September 30, 2024, we continued to experience net transfers to our RCS division. Advisors in our RCS division are not included in our financial advisor metric although their client assets are included in PCG AUA. We may continue to experience transfers to our RCS division; however, consistent with our experience in recent fiscal years, we would not expect these financial advisor transfers to significantly impact our results of operations.

A portion of our domestic clients’ cash is included in the RJBDP, a multi-bank sweep program in which clients’ cash deposits in their brokerage accounts are swept into interest-bearing deposit accounts at either of our bank subsidiaries, which are included in our Bank segment, or various third-party banks. Balances swept to third-party banks are not reflected on our Consolidated Statements of Financial Condition. Our PCG segment earns servicing fees for the administrative services we provide related to our clients’ deposits that are swept to banks as part of the RJBDP. These servicing fees are variable in nature and fluctuate based on client cash balances in the program, as well as the level of short-term interest rates and the interest paid to clients on balances in the RJBDP. Under our intersegment policies, the PCG segment receives from our Bank segment the greater of a base servicing fee or a net yield equivalent to the average yield that the firm would otherwise receive from third-party banks in the RJBDP. In the current interest rate environment the PCG segment RJBDP fee revenues are derived from the yield from third-party banks in the program and the Bank segment RJBDP servicing costs reflect such market rate for the deposits. In fiscal 2022, the PCG segment revenues reflected the base servicing fee until May 2022, when the yield from third-party banks first exceeded such level. The fees that the PCG segment earns from the Bank segment, as well as the servicing costs incurred on the deposits in the Bank segment, are eliminated in consolidation. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net interest analysis” of this Form 10-K for further information regarding factors impacting the servicing fees we receive related to the RJBDP, as well as the interest paid to clients on their cash balances.

The “Average yield on RJBDP - third-party banks” in the preceding table is computed by dividing RJBDP fees from third-party banks, which are net of the interest expense paid to clients by the third-party banks, by the average daily RJBDP balances at third-party banks. The average yield on RJBDP - third-party banks increasedfor the year ended September 30, 2025 decreased from the prior year largely as a result of the increasesdecreases in the Fed’s short-term benchmark interest rate throughoutand, fiscalto 2023.a lesser extent, the impact of growth in RJBDP balances offering enhanced rates to clients which reduced the yield earned from third-party banks on such balances. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net interest analysis” of this Form 10-K for additional information.

Total clients’ domestic cash sweep and ESP balances increaseddecreased 3% compared with September 30, 2023,2024, with increasesdecreases in both RJBDP balances and the ESP, which was introduced to clients in March 2023.ESP. PCG segment results can be impacted by not only changes in the level of client cash balances, but also by the allocation of client cash balances between the RJBDP, the CIP, and the ESP, as the PCG segment may earn different amounts from each of these client cash destinations, depending on multiple factors. For example, the ESP has provided us the flexibility to sweep more RJBDP balances to third-party banks and reduce the amount of RJBDP balances held in our Bank segment.

Net revenues of $9.46$10.18 billion increased 9%8% andwhile pre-tax income of $1.79$1.72 billion increaseddecreased 1%.4%.

Asset management and related administrative fees increased $701$734 million, or 15%,14%, primarily due to higher assets in fee-based accounts at the beginning of each of the current yearcurrent-year quarterly billing periods compared with the prior-year billing periods resulting from marketmarket-driven appreciation and net new assets, due to the favorable impact of our advisor retentionrecruiting and recruiting.retention.

Account and service fees decreased $81$123 million, or 4%,6%, primarily due to a decrease in RJBDP fees largely resulting from lowera decrease in the average client cash sweep balances. RJBDP feesthird-party paidbank to PCG from our Bank segment decreased due to a decline in balances allocated to our Bank segment which more than offset the impact of higher short-term interest rates, whileyield. RJBDP fees from third-party banks increaseddecreased dueby toa thegreater aforementionedamount increasethan inRJBDP short-termfees interestfrom rates,our Bank segment as well as higher average balances swept to suchthird-party banks.banks declined due to a higher allocation of balances swept to our Bank segment, which increased compared to the prior year. Partially offsetting the decline in total RJBDP fees, mutual fund service fees increased,increased primarily fromdue to higher average mutual fund assets, and client account and other fees increased primarily due to business growth.assets.

Compensation-related expenses increased $773$684 million, or 13%,10%, primarily due to higher commission expense resulting from higher compensable revenues, including asset management and related administrative fees and brokerage revenues, as well as an increase in compensation costs to support our growthgrowth, including higher financial advisor recruiting-related expenses, and annual salary increases.

Non-compensation expenses increased $10$104 million, or 1%,11%, compared with the prior year primarily due to higher communications and information processing, occupancy and equipment, and business development expenses largely to support our growth.growth, Theseincluding increasesinvestments werein partiallytechnology offsetand byfinancial advisor recruiting activities. In addition, the favorablecurrent impactyear ofincluded ahigher netexpenses related to legal and regulatory matters as the prior year reflected a net reserve release which did not reoccur in the current year compared with elevated provisions for legal and regulatory matters in the prior year.

Net revenues of $1.47$1.77 billion increased 21%20% and we generated pre-tax income of $67$146 million comparedincreased with a pre-tax loss of $91 million for the prior year.118%.

Investment banking revenues increased $207$216 million, or 34%,26%, primarily due to amore higherfavorable volumemarket ofconditions and larger transactions closed as a result of more favorable investment banking market conditions induring the current year compared to the prior year.

Compensation-related expenses increased $100$126 million, or 11%,13%, primarily due to the increase in revenues, as well as an increase in compensation costs to support our growth and annual salary increases.revenues.

Our Asset Management segment also earns asset management and related administrative fees through services provided by RJ Trust and RJTCNH. For an overview of our Asset Management segment operations,operations refer to the information presented in “Item 1 - Business” of this Form 10-K.

Management fees recorded in our Asset Management segment are generally calculated as a percentage of the value of our fee-billable AUM.financial assets under management (“AUM”). These AUM include the portion of fee-based AUA in our PCG segment that is invested in programs overseen by our Asset Management segment (included in the “AMS” line of the following table),AMS, as well as retail accounts managed on behalf of third-party institutions, institutional accounts and proprietary mutual funds thatmanaged weby manage (collectively included in the “Raymond James Investment Management” line of the following table).Management.

Revenues earned by Raymond James Investment Management for retail accounts managed on behalf of third-party institutions, institutional accounts and our proprietary mutual funds are recorded entirely in the Asset Management segment. Our AUM in Raymond James Investment Management are impacted by market and investment performance and net inflows or outflows of assets, including the impact of acquisitions.assets.

(1)Represents the portion of our PCG segment fee-based AUA (as disclosed in “Assets in fee-based accounts” in the “Selected key metrics - PCG client asset balances” section of our “Management’s Discussion and Analysis - Results of Operations - Private Client Group”) that is invested in managed programs overseen by the Asset Management segment.AMS.

See “Management’s Discussion and Analysis - Results of Operations - Private Client Group” for additionalfurther information about our retail client assets, including those fee-based assets invested in programs managed by AMS.

Assets managed by Raymond James Investment Management include assets managed by our subsidiaries: Eagle Asset Management, Scout Investments, Reams Asset Management (a division of Scout Investments), ClariVest Asset Management, Cougar Global Investments, and Chartwell Investment Partners. The following table presents Raymond James Investment Management’s AUM by objective, excluding assets for which it does not exercise discretion, as well as the approximate average client fee rate earned on such assets.

Asset management and related administrative fees increased $137$160 million, or 16%, primarily driven by higher financial assets under management and assets in non-discretionary asset-based programs at AMS, primarily due to market-driven appreciation in asset values and net inflows to PCG fee-based accounts.

Compensation expenses increased $25$6 million, or 13%, primarily due to higher revenues, as well as an increase in compensation costs to support our growth and annual cost increases, including salaries.3%. Non-compensation expenses increased $47$73 million, or 14%,19%, largely due to higher investment sub-advisory fees, resulting from the increase in assets under management in sub-advised programs, as well as higher communicationsexpenses anddue informationto processinginvestments expenses.in our growth.

The Bank segment provides various types of loans, including SBL, corporate loans, residential mortgage loans, and tax-exempt loans. Our Bank segment is active in corporate loan syndications and participations and lending directly to clients. We also provide FDIC-insured deposit accounts, including to clients of our broker-dealer subsidiaries, as well as other retail and corporate deposit and liquidity management products and services. Our 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. Our Bank segment’s net interest income is affected by the levels of interest rates, interest-earning assets, and interest-bearing liabilities. Depending upon interest costs incurred on interest-bearing liabilities, higher interest-earning asset balances and higher interest rates generally lead to increased net interest income, and conversely, decreases in short-term interest rates generally lead to lower net interest income. For additional information on average interest-earning asset and interest-bearing liability balances and the related interest income and expense, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net interest analysis” of this Form 10-K. For an overview of our Bank segment operations,operations refer to the information presented in “Item 1 - Business” of this Form 10-K. Our Bank segment results included the results of TriState Capital Bank since the acquisition date of June 1, 2022. See Note 3 of the Notes to Consolidated Financial Statements of this Form 10-K for information regarding this acquisition.

Net revenues of $1.72$1.78 billion decreasedincreased 15%,3% whileand pre-tax income of $380$491 million increased 2%.29%.

During the sixnine months ended MarchJune 31,30, 2026, there have been no material changes to the risk factors set forth under “Part 1 - Item 1A. Risk factors” of our 2025 Form 10-K.

Certain statements made in this Quarterly Report on Form 10-Q 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 flows 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. Forward-looking statements are not guarantees, and they involve risks, uncertainties, and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our most recent Annual Report on Form 10-K, and subsequent Quarterly ReportReports on Form 10-Q and Current Reports on Form 8-K, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

For our fiscal secondthird quarter of 2026, we generated net revenues of $3.86$3.93 billion, an increase of 13%16% compared with the prior-year quarter, and pre-tax income of $735$750 million, an increase of 10%.33%. Our net income available to common shareholders of $542$595 million increased 10%37% compared with the prior-year quarter and our earnings per diluted share were $2.72,$3.01, an increase of 15%.42%. Our ROCE was 17.3%,18.8%, up from 16.4%14.3% for the prior-year quarter, and our ROTCE was 20.1%22.6%(1), compared with 19.2%16.7%(1) for the prior-year quarter.

For the three months ended MarchJune 31,30, 2026, adjusted net income available to common shareholders, which excluded the impact of $22$25 million of acquisition-related expenses, net of tax, was $564$620 million(1), an increase of 11%38% compared with adjusted net income available to common shareholders for the prior-year quarter. Our adjusted earnings per diluted share were $2.83$3.14(1), an increase of 17%44% compared with the prior-year quarter. Adjusted ROCE was 18.0%19.6%(1), compared with 16.9%14.8%(1) for the prior-year quarter, and adjusted ROTCE was 20.9%23.5%(1), compared with 19.7%17.2%(1) for the prior-year quarter.

The increase in net revenues compared with the prior-year quarter was primarily due to higher asset management and related administrative fees, largelyreflecting thegrowth result of higherin PCG fee-based client assets in fee-based accounts at the beginning of the current-year billing period compared with the prior-year billing period. The increase in PCG client assets in fee-based accounts resultedresulting from market-drivenmarket appreciation and net new assets to the firm since the prior-year period driven by financial advisor recruiting and retention. Net revenues also increased due to higher investment banking revenues primarilylargely driven by higher mergers & acquisitions and advisory and debt underwriting revenuesrevenues, and higher brokerage revenues due to an increase in client activity in our PCG segment.

Compensation, commissions and benefits expense increased 15%,17%, primarily due to an increase in commissions expense resulting from higher asset management and related administrative fees and brokerage revenues in the PCG segment, and an increase in compensation costs related to support our growth, including incremental compensation expense associated with our current-year acquisitions of Clark Capital and GreensLedge and higher PCG financial advisor recruiting-relatedrecruiting expenses.and retention-related compensation. Our total compensation ratio, or the ratio of compensation, commissions and benefits expense to net revenues, was 65.8%65.7% compared with 64.8% for the prior-year quarter. Our adjusted total compensation ratio, which excluded acquisition-related compensation expenses, was 65.7%65.5%(1) compared with 64.5%(1) for the prior-year quarter. The increase in the total compensation ratio primarily resulted from changes in our revenue mix compared with the prior-year quarter, as revenues with a higher associated direct compensation expenseexpense, increasedincluding comparedasset withmanagement theand prior-yearrelated quarter,administrative fees, increased, while interest-related revenues,revenues in the PCG segment, which have little associated direct compensation,compensation wereexpense, relatively flat.decreased.

Our effective income tax rate was 26.0%20.7% for our fiscal secondthird quarter of 2026, a slight decrease from 26.2%22.6% for the prior-year quarter largely due to higher non-taxable valuation gains on our corporate-owned life insurance policies reflected in the current quarter compared with the prior-year quarter.

We continue to maintain strong levels of liquidity and capital. As of MarchJune 31,30, 2026, our tier 1 leverage ratio was 12.4%11.7% and total capital ratio was 24.0%,22.5%, both well above regulatory capital requirements. We also continue to have substantial liquidity with $3.0$2.5 billion of RJF corporate cash(2) as of MarchJune 31,30, 2026. Consistent with our long‑term strategic priorities and disciplined acquisition approach, during the current quarter we deployed capital and liquidity in connection with our acquisition of GreensLedge during the current quarter, and subsequent to quarter-end, our acquisition of Clark Capital, which closed in April 2026.Capital. During the three months ended MarchJune 31,30, 2026, we repurchased $400 million of our common stock at an average price of $155$152 per share under the Board’s common stock repurchase authorization, leaving $1.5$1.1 billion available under such authorization as of MarchJune 31,30, 2026. We believe our strong capital and liquidity positions enable us to continue to invest in growth across our businesses and remain opportunistic in our capital deployment.

Compensation, commissions and benefits expense increased 12%,13%, primarily due to higher commissions expensesexpense resulting from an increase in asset management and related administrative fees and brokerage revenues in the PCG segment,segment and an increase in compensation costs to support our growth, including PCG financial advisor recruiting-relatedrecruiting expenses.and retention-related compensation. Our total compensation ratio, or the ratio of compensation, commissions and benefits expense to net revenues, was 65.7%, compared with 64.5%64.6% for the prior-year period. Our adjusted total compensation ratio, which excluded acquisition-related compensation expenses, was 65.5%(1), compared with 64.3%64.4%(1) for the prior-year period. For the year‑to‑date period, the increase in the total compensation ratio primarily reflected a shift in our revenue mix, drivenas byrevenues growthwith ina compensablehigher associated direct compensation expense increased, including asset management and related administrative fees and brokerage revenuesrevenues, outpacing non-compensablewhile interest‑related revenues, as well as lower investment banking revenues wherein decreasesthe generallyPCG segment, which have anlittle adverseassociated impact on our firmwidedirect compensation ratio.expense, decreased compared with the prior-year period.

Non-compensation expenses increased 9%,4%, primarily due to an increase in expenses related to support our growth, including higher communications and information processing expenses resulting from continued investments in technology to benefit our advisors and their clients, higher business development expensesexpenses, primarilyincluding those related to financial advisor recruiting, and higher investment sub-advisory fee expense resulting from growth in assets under management in sub-advised programs.programs, and higher occupancy and equipment expenses. These increases were partially offset by the aforementioned $58 million prior-year period expense associated with the settlement of a certain legal matter which did not reoccur, as well as the impact of a bank loan benefit for credit losses of $24 million for the current-year period compared with a provision of $31 million for the prior-year period.

Our effective income tax rate was 24.3%23.1% for the sixnine months ended MarchJune 31,30, 2026, ana slight increase from 22.9%22.8% for the prior-year period, primarily due to a lower benefit related to share-based compensation that settled during the current-year period compared with the prior-year period, partially offset by higher non-taxable valuation gains on our corporate-owned life insurance policies reflected in the current-year period compared with the prior-year period.

During the sixnine months ended MarchJune 31,30, 2026, we repurchased $800$1.2 millionbillion of our common stock at an average price of $158 per share under the Board of Directors’ common stock repurchase authorization.

(1)ROTCE, adjusted net income available to common shareholders, adjusted earnings per diluted share, adjusted annualized ROCE, adjusted annualized ROTCE, and adjusted compensation ratioThese are non-GAAP financial measures. Please see the “Reconciliation of non-GAAP financial measures to GAAP financial measures” in this MD&A for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures,measures and for other important disclosures.

Tangible common equity is computed by subtracting goodwill and identifiable intangible assets, net, along with the associated deferred tax liabilities, from total common equity attributable to RJF. Average common equity for the quarter-to-date period is computed by adding the total common equity attributable to RJF as of the date indicated to the prior quarter-end total, and dividing by two, or in the case of average tangible common equity, computed by adding tangible common equity as of the date indicated to the prior quarter-end total, and dividing by two. Average common equity for the year-to-date period is computed by adding the total common equity attributable to RJF as of each quarter-end date during the indicated year-to-date period to the beginning of year total, and dividing by three,four, or in the case of average tangible common equity, computed by adding tangible common equity as of each quarter-end date during the indicated year-to-date period to the beginning of year total, and dividing by three.four. Adjusted average common equity is computed by adjusting for the impact on average common equity of the non-GAAP adjustments, as applicable for each respective period. Adjusted average tangible common equity is computed by adjusting for the impact on average tangible common equity of the non-GAAP adjustments, as applicable for each respective period.

The Fed funds target rate began our fiscal 2025 at a range of 4.75% to 5.00%. The Fed lowered the federal funds target rate by 75 basis points during fiscal 2025 and an additional 50 basis points thus far in fiscal 2026, for a total decrease of 125 basis points since the beginning of fiscal 2025. These rate cuts brought the target range to 3.50% to 3.75% by the end of our fiscal first quarter of 2026, where it remained through our fiscal secondthird quarter of 2026. The Fed has indicated that it intends to closely monitor market conditions to determine whether it will consider making any adjustments to short-term interest rates during the remainder of our fiscal 2026.

Decreases in short-term interest rates generally result in a decrease to our RJBDP fees earned from third-party banks, although the magnitude of the impact may also be impacted by demand for cash balances by third-party banks and the rate paid to clients on their cash sweep balances. Rates paid to clients on their cash balances are generally impacted by the level of short-term interest rates, as well as competitive industry dynamics and the demand for client cash. Additionally, any future changes to regulatory rules or interpretations governing the fees the firm earns on cash sweep balances could also impact the rates we pay to clients on cash balances. In recent fiscal years, we have sought to continue toWe meet client demand for higher yields on cash balances, without sacrificing the benefits of FDIC insurance on such balances, by providing FDIC-insured deposit products leveraging our bank subsidiaries or through initiatives offered within the RJBDP. SuchThese programsproducts include our ESP, where such deposits are held by Raymond James Bank, offer enhanced rates, and offer FDIC coverage of up to $50 million for certain accounts, as well as initiatives offered from time to time within the RJBDP program which may offer enhanced rates to clients on certain balances within the program.

For the three months ended MarchJune 31,30, 2026, combined net interest income and RJBDP fees from third-party banks was $650$658 million, a slight decreaseincrease compared with the prior-year quarter, primarily duedriven to lower short-term interest rates and lower average RJBDP balances swept to third-party banks, which largely offsetby the impactsimpact from growth in average interest-earning assets in the Bank segment, includingparticularly significant growth in securities‑basedsecurities-based and residential mortgage loans,loans. These increases were partially offset by the impacts from lower short-term interest rates, incremental interest expense from the $1.5 billion of senior notes issued in September 2025, net of interest income on the reinvested proceeds, and alower favorableaverage mixRJBDP shiftbalances in interest-earning assets, primarily from available-for-sale securitiesswept to loans.third-party banks.

For the sixnine months ended MarchJune 31,30, 2026, combined net interest income and RJBDP fees from third-party banks was $1.32$1.98 billion, a slight decrease compared with the prior-year period, primarily due to the impacts from lower short-term interest rates andrates, lower average RJBDP balances swept to third-party banks, and incremental interest expense from the $1.5 billion of senior notes issued in September 2025, net of interest income on the reinvested proceeds, partially offset by the impactsimpact from growth in average interest-earning assets in the Bank segment, including significant growth inparticularly securities‑based and residential mortgage loans, and a favorable mix shift in interest-earning assets, primarily from available-for-sale securities to loans.

We also offer our clients fee-based accounts that are invested in “Managed programs” overseen by AMS, which is part of our Asset Management segment. Fee-billable assets invested in managed programs are included in both “Assets in fee-based accounts” in the preceding “PCG client asset balances” table and “Financial assets under management” in the Asset Management segment. Revenues related to managed programs are shared by our PCG and Asset Management segments. The Asset Management segment receives a higher portion of the revenues related to accounts invested in managed programs, as compared to the portion received for non-managed programs, as it is performing portfolio management services in addition to administrative services.

The “Average yield on RJBDP - third-party banks” in the preceding table is computed by dividing annualized RJBDP fees from third-party banks, which are net of the interest expense paid to clients by the third-party banks, by the average daily RJBDP balances at third-party banks. The average yield on RJBDP - third-party banks for the three and sixnine months ended MarchJune 31,30, 2026 decreased from the comparative prior-year periods largely as a result of decreases in the Fed’s short-term benchmark interest rate. See “Management’s Discussion and Analysis - Net interest analysis” for further information.

Total clients’ domestic cash sweep and ESP balances decreasedincreased 1%2% compared with DecemberMarch 31, 2026, primarily due to increases in ESP balances, partially offset by declines in RJBDP balances, and increased 7% compared with June 30, 2025, primarily due to decreases in RJBDP balances, and remained flat compared with March 31, 2025, as declines inhigher ESP balances were offset by higherand RJBDP balances. PCG segment results can be impacted by not only by changes in the level of client cash balances, but also by the allocation of client cash balances between the RJBDP, the CIP, and the ESP, as the PCG segment may earn different amounts from each of these client cash destinations, depending on multiple factors.

Net revenues of $2.81$2.84 billion increased 13%,14%, whileand pre-tax income of $416$423 million decreasedincreased 3%, primarily due to the impact of a higher proportion of compensable revenues to total net revenues, resulting from lower interest-related revenues.3%.

Asset management and related administrative fees increased $254$272 million, or 17%,19%, primarily due to higher assets in fee-based accounts at the beginning of the current quarter compared with the prior-year quarter, resulting from market-drivenmarket appreciation and net new assets driven by financial advisor recruiting and retention.

Compensation-related expenses increased $309$321 million, or 17%,18%, primarily due to higher commissions expense resulting from higher asset management and related administrative fees and brokerage revenues, as well as an increase in compensation costs related to support our growth, including financial advisor recruiting-related expenses,recruiting and annualretention-related salarycompensation increases.expenses.

Non-compensation expenses increased $30$20 million, or 12%,7%, primarily due to higherincreased expensescosts related to support our growth, including investments in technology to benefit our advisorsoccupancy and theirequipment clients,expenses higherand financial advisor recruiting-related expenses, andas well as higher occupancyfinancial andadvisor equipmentconference-related expenses.

Net revenues of $5.58$8.42 billion increased 11%,12%, while pre-tax income of $855$1.28 millionbillion decreased 4%,2%, primarily due to the impactimpacts of a higher proportion of compensable revenues to total net revenues,revenues resulting from lower interest-related revenues.revenues, as well as investments in our growth.

Asset management and related administrative fees increased $471$743 million, or 16%,17%, primarily due to higher assets in fee-based accounts at the beginning of each of the current-year billing periods compared with the prior-year periods resulting from market-drivenmarket appreciation and net new assets driven by financial advisor recruiting and retention.

Compensation-related expenses increased $529$850 million, or 15%,16%, primarily due to higher commissioncommissions expense resulting from higher asset management and related administrative fees and brokerage revenues, as well as an increase in compensation costs related to support our growth, including financial advisor recruiting-related expenses,recruiting and annualretention-related salary increases.expenses.

Non-compensation expenses increased $53$73 million, or 10%,9%, primarily due to higher expenses related to support our growth, including investments in technology to benefit our advisors and their clients, higher financial advisor recruiting-related expenses, and higher occupancy and equipment expenses.

Net revenues of $464$477 million increased 17%25% and pre-tax income ofwas $51$48 million increased 42%million, compared with a pre-tax loss of $54 million for the prior-year quarter.

Investment banking revenues increased $65$82 million, or 31%,40%, primarily due to higher mergers & acquisitions and advisory revenues driven by an increase in the number of completed transactions during the current quarter, as well as higher debt and equity underwriting revenues driven by an increase in the number of transactions during the current quarter and larger individual transactionstransactions, and, to a lesser extent, incremental revenues resulting from our acquisition of GreensLedge which was completed toward the end of theour quarter.fiscal second quarter of 2026.

Brokerage revenues increased $10$11 million, or 3%,8%, primarilylargely due to higher client activity in equity products in the current-yearcurrent period.quarter.

Compensation-related expenses decreasedincreased $9$38 million, or 2%,15%, generallyprimarily consistentdue withto the decreaseincrease in revenues.revenues, as well as incremental compensation expenses resulting from the GreensLedge acquisition.

Non-compensation expenses increaseddecreased $27$44 million, or 13%,25%, primarily due to the aforementioned $58 million prior-year quarter expense associated with the settlement of a certain legal matter which did not reoccur, partially offset by higher expenses related to the growth in investment banking revenues, as well as other expenses related to our growth, including incremental expenses associated with the GreensLedge which was acquired during the current-year period.acquisition.

The following table presents Raymond James Investment Management’s AUM by objective, excludinginclusive assetsof foramounts whichattributable itto doesClark not exercise discretion,Capital, as well as the approximate average client fee rate earned on such assets.