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RAYMOND JAMES FINANCIAL INC

For the period ended Feb 19, 2026. Filed Jan 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 19, 2026 · Filed Jan 7, 2026

RJF$162.81-1.2%Stored close · as of Nov 6, 2026
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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. __ )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Who We Are

OUR VISION Our vision is to be the absolute best firm for financial professionals and their clients.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

We put clients first.If we do what’s right for our clients, the firm will do well and we’ll all benefit.We act with integrity.We put others above self, and what’s right above what’s easy. We believe doing well and doing good aren’t mutually exclusive.We value independence.We respect autonomy, celebrate individuality and welcome diverse perspectives, while encouraging collaboration and innovation.We think long term.We act responsibly, taking a conservative approach that translates into a strong, stable firm for clients, advisors, associates and shareholders.

Letter from Leadership

January 7, 2026

Dear Fellow Shareholder,

We are pleased to invite you to our 2026 Annual Meeting of Shareholders, which will be held virtually via webcast, on February 19, 2026, at 4:30 p.m. Eastern Standard Time (EST).

Raymond James, for the fifth consecutive year, delivered record results in fiscal 2025. The firm generated annual net revenues of $14.1 billion and net income available to common shareholders of $2.1 billion. Additionally, we achieved a return on common equity of 17.7% and an adjusted return on tangible common equity of 21.3%(1) while maintaining capital ratios well above regulatory requirements, providing significant flexibility to continue being opportunistic and investing in growth. During the year, we returned more than $1.5 billion of capital to shareholders through common stock dividends and share repurchases. Our strong financial performance demonstrates our consistent focus on generating sustainable growth over the long term through deep personal relationships across our diverse and complementary businesses.

This year we extend our heartfelt gratitude to Gordon Johnson for his invaluable service on the Raymond James Financial Board of Directors. Since joining us in 2010, Gordon has played a pivotal role in guiding our company toward sustained growth and profitability. We benefited greatly from his passion for Raymond James, our associates, advisors and communities. As his tenure comes to a close, we, along with the other directors, express our deep appreciation for his wise counsel and lasting contributions.

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 we 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 virtual meeting directly, we ask that your shares be represented and voted.

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

Yours sincerely,

Paul M. ShoukryChief Executive Officer

Paul C. ReillyExecutive Chair

(1)Adjusted return on tangible common equity is a non-GAAP financial measure. Please refer to Appendix C for a reconciliation of this measure to the most directly comparable GAAP measure and other important disclosures.

2026 PROXY STATEMENT3

Notice of 2026 Annual Meeting of Shareholders

AgendaThe following proposals will be voted upon:

Proposal 1:To elect the twelve (12) director nominees named in the Proxy Statement

Proposal 2:To hold an advisory vote on our executive compensation

Proposal 3:To approve the Amended and Restated 2012 Stock Incentive Plan

Proposal 4:To approve the Amended and Restated 2003 Employee Stock Purchase Plan

Proposal 5:To ratify our independent registered public accounting firm for fiscal 2026

Other: To act on any other business that may properly come before the meeting

Date and TimeThursday, February 19, 2026,4:30 p.m. (EST)PlaceThe meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/RJF2026. There will not be a physical location for the meeting, so you will not be able to attend the meeting in person. Shareholders will be able to attend, vote and submit questions (both before, and during a portion of, the meeting) virtually.Record DateDecember 17, 2025 (“Record Date”)

Who Can VoteShareholders of record on the Record DateWho Can AttendShareholders desiring to attend the Annual Meeting should review page 94 under Questions & Answers about the Annual Meeting. To attend the meeting at www.virtualshareholdermeeting.com/RJF2026, you must enter the control number on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card or voting instruction form. The virtual meeting room will open at 4:15 p.m. (EST).Date of MailingA Notice or the Proxy Statement, a 2025 Annual Report to Shareholders and a form of proxy are first being sent to shareholders and participants in our Employee Stock Ownership Plan on or about January 7, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 19, 2026:The Proxy Statement, the 2025 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 virtual 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,

AnnMarie H. Davis,

Company Secretary

January 7, 2026

4

Table of Contents

Letter from Leadership3
Notice of 2026 Annual Meeting of Shareholders4
Company Highlights6
Proxy Summary8
Proposal 1 – Election of Directors16
Our Directors16
Board Nominees - Composition and Skills16
Director Qualifications17
Director Biographies18
Election of Directors24
Director Independence24
Director Tenure24
Nominating Process and Succession Planning25
Nominations by Shareholders25
Corporate Governance26
Role of the Board26
Corporate Governance Principles26
Code of Ethics and Directors' Code26
Board Leadership Structure27
Board Committees28
Compensation Committee Interlocks and Insider Participation32
Meetings and Attendance32
Director Education and Orientation32
Board Evaluations33
Board's Role in Risk Oversight34
Director Compensation37
Proposal 2 – Advisory Vote on Executive Compensation39
Compensation Discussion and Analysis40
Named Executive Officers40
Compensation-Setting Process41
Objectives of Our Compensation Program46
Principal Elements of Executive Compensation46
2025 Compensation Decisions51
Components of Total Direct Compensation57
Summary Compensation Table for Fiscal 202558
All Other Compensation Table for Fiscal 202559
Grants of Plan Based Awards for Fiscal 202559
Outstanding Equity Awards at Fiscal Year End for 202560
Stock Vested for Fiscal 202562
Nonqualified Deferred Compensation for Fiscal 202562
Potential Payments upon Termination or Change in Control for Fiscal 202563
2025 CEO Pay Ratio68
Pay Versus Performance69
Other Compensation Policies72
Report of the Compensation and Talent Committee73
Proposal 3 – Approval of the Amended and Restated 2012 Stock Incentive Plan74
Proposal 4 – Approval of the Amended and Restated 2003 Employee Stock Purchase Plan82
Proposal 5 – Ratify Appointment of Independent Registered Public Accounting Firm86
Security Ownership Information88
Political Contributions Disclosure91
Relationships and Related Transactions92
Questions and Answers about the Annual Meeting94
Additional Information99
Appendix A: Amended and Restated 2012 Stock Incentive Plan101
Appendix B: Amended and Restated Raymond James Financial, Inc. 2003 Employee Stock Purchase Plan113
Appendix C: Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)117
2026 PROXY STATEMENT5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.