RAYMOND JAMES FINANCIAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __ )

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Who We Are

OUR MISSIONOur business is people and their financial well-being.We are committed to helping individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper.

OUR FOUR CORE VALUES

Letters from Leadership

Dear Fellow Shareholder,

I am pleased to invite you to our 2025 Annual Meeting of Shareholders, which will be held on February 20, 2025, at 4:30 p.m. Eastern Standard Time (EST).

Raymond James achieved our fourth consecutive year with record results in fiscal 2024, generating annual net revenues of $12.8 billion and net income available to common shareholders of $2.1 billion. Our strong financial performance was driven by record net revenues and pre-tax income in the Private Client Group and Asset Management segments. Once again, our record achievements in varied market environments showcase the strength of our Private Client Group, which is balanced by diverse and complementary businesses.

Following a multi-year succession planning process, designed to build upon the firm’s well-established position for future growth, Paul Shoukry was appointed president of Raymond James Financial and will become CEO following the Annual Meeting. Upon becoming CEO, Paul will become only the fourth chief executive in the company’s history. I’m confident in our firm’s future under the management of Paul and our proven leadership team, and I’m pleased to remain as Executive Chair in support of a successful transition.

We are once again delivering proxy materials to certain shareholders over the Internet. The Notice of Internet Availability of Proxy Materials (“Notice”) contains instructions on how to access our Proxy Statement, Annual Report and other soliciting materials, and on how to vote. The Notice also contains instructions on how to request paper copies of these materials if you so desire.

During the meeting, we will consider the proposals described in this Proxy Statement, and I will provide updates on our performance and progress on strategic initiatives. Your vote is very important to us. Whether or not you plan to participate in the meeting directly, we ask that your shares be represented and voted.

On behalf of the Board of Directors and the management of Raymond James, I extend our appreciation for your continued support.

Yours sincerely,

Paul C. ReillyChair and Chief Executive Officer

Dear Fellow Shareholder,

On behalf of the Raymond James Financial Board of Directors, Chair and Chief Executive Officer Paul Reilly and I invite you to join us at our 2025 Annual Meeting of Shareholders.

The 2024 fiscal year was an active one at Raymond James - and indeed the world at large. The U.S. economy broadly produced a solid backdrop with surprisingly resilient growth and employment, while inflation moderated allowing the Federal Reserve to initiate a rate cutting cycle. Absorbing this balanced, positive news, equity markets responded by rising to record levels.

Raymond James capitalized on those strong market conditions, producing record revenues, earnings and earnings per share. The firm’s Private Client Group and Asset Management segments posted record results, while Capital Markets (despite the continued challenging market environment) and the Bank segment both saw pre-tax income gains. Management continued to grow our capital base, which is among the strongest in the industry, and took steps to diversify funding sources to ensure liquidity keeps pace with our growing businesses. We also continued to be deliberate in returning capital to our investors, both by raising the dividend and repurchasing shares of common stock. This strong performance reflects the continued successful execution of fundamental business strategies and reinforces the criticality of Raymond James’ core values — client focus, long-term thinking, independence and integrity.

Importantly, we continue to fortify the firm for the future. We took important steps to position our management team to meet future challenges with the appointment of Paul Shoukry as president and his election to the Board of Directors. In addition, several senior executives were elevated to new or expanded roles in support of Paul’s leadership. We were also grateful to welcome Cecily Mistarz as an independent member of our Board and the boards of our subsidiary banks.

Chair and CEO Paul Reilly has been an exceptional leader for the past 14 years. During his tenure, Raymond James has seen compound annual growth in net revenues and pre-tax income of 11% and 15%, respectively, through 2024 fiscal year end, and shareholders have received a total return, including reinvested dividends, of over 600%. At the Annual Meeting, Paul will formally step down as CEO, though he will remain Executive Chair of the Board. We are very excited that Paul Shoukry, who has fully embraced the firm’s core values, will assume the CEO position at that time.

On a mournful note, in May we lost director and friend Robert Dutkowsky. Bob had been a valued member of our Board since 2018 and chaired its Compensation & Talent Committee. He was a substantial contributor to the firm’s success and will be sorely missed.

We enter fiscal 2025 pleased with our accomplishments and optimistic about our prospects for the year ahead. We remain proud of our associates and the culture that is unique to Raymond James.

Thank you for your continued investment in Raymond James. We wish you the best for the year ahead.

Yours sincerely,

Jeffrey N. EdwardsLead Independent Director

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Notice of 2025 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 20, 2025:The Proxy Statement, the 2024 Annual Report to Shareholders and the form of proxy card are available online at www.raymondjames.com/investor-relations/news-and-events/shareholders-meeting.

Whether or not you are able to attend the Annual Meeting, please complete, sign and return your proxy card by mail, or vote via the Internet or the toll-free telephone number.

By Order of the Board of Directors,

Jonathan N. Santelli,

Executive Vice President, General Counsel and Secretary

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