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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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Contents

Compensation Setting Process

Annual Compensation Framework and Process

Compensation and Talent Committee•The Committee sets performance priorities at the beginning of each fiscal year to guide its evaluation of company and individual executive officer performance throughout the year. The Committee also stipulates that annual bonuses for executive officers will be funded from a pool not to exceed 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure. •The Committee (in the absence of the CEO) reviews the performance of the CEO and determines the appropriate amounts of his annual compensation. In making this determination, the Committee also evaluates the performance of the company in terms of several specific additional measures: net revenues, pre-tax income and adjusted earnings per common share (diluted). In the course of its deliberations, the Committee also discusses these recommendations with the other non-executive directors. •To inform its use of discretion in determining compensation, the Committee evaluates both company and individual performance. The Committee does not utilize formulaic financial performance goals or targets, and performance metrics are not assigned any specific weighting for purposes of determining the compensation awarded to the CEO or other NEOs. Since market conditions — and the macroeconomic environment — strongly affect the financial services industry and can change dramatically during the course of a year, the Committee assesses financial performance at the end of the year in light of the most recent facts and circumstances. No single financial or performance metric controls compensation decisions. Rather, such data are used to help the Committee better understand company and individual performance. After evaluating the performance of our CEO and each of our other NEOs for the relevant fiscal year, the Committee applies its informed discretion to determine the compensation for each.
CEO•Following completion of a fiscal year, our CEO reviews the performance of the company and evaluates the individual performance of each executive officer, including the NEOs (other than himself), against previously-determined individual goals. Our CEO then makes recommendations to the Committee as to the respective amounts of annual bonus and management RSUs to be awarded to each executive officer, including the NEOs (other than himself).
Compensation Consultants•Provide market data and comparative insights in connection with the Committee’s 2025 compensation determinations for executive officers, including our NEOs, as well as advise on compensation design to ensure plans drive desired behaviors and align with company goals.
Set Performance PrioritiesWill guide evaluation of company and individual executive officer performance throughout the yearReviews Company PerformanceReviews the performance of the company for the fiscal year
Determine CompensationThe Committee applies its informed discretion to determine the compensation for each NEOEvaluates Individual PerformanceThe Committee evaluates each executive officer’s performance against previously-determined individual goals
2026 PROXY STATEMENT41

Use of Compensation Consultants

In making compensation decisions, the Committee considers numerous factors of company and individual performance, as well as market data regarding compensation levels for comparable industry positions. The Committee does not attempt to rank or assign relative weight to any particular factor, however. The Committee does not rely on any factor as a substitute for its own judgment, but rather applies its independent discretion to consider all factors in their entirety. Although the Committee did not “benchmark” compensation against a peer group, it did engage an outside compensation consultant, Meridian Compensation Partners, to provide market data in connection with its 2025 compensation determinations for executive officers, including our NEOs. The Committee uses such data as a reference to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the Committee’s compensation decisions for any particular executive officer, however. Similarly, the Committee does not target a particular percentile of any peer group with respect to total pay packages or any individual component of pay, but instead uses the percentiles as a reference. In this connection, the Committee considered market data provided by its consultant from the following peer companies:

Ameriprise Financial Inc.Franklin Resources Inc.Northern Trust Corporation
Bank of New York MellonInvesco Ltd.State Street Corporation
Charles Schwab Corp.Jefferies Financial Group Inc.Stifel Financial Corp.
Edward JonesLPL Financial Holdings Inc.T. Rowe Price Group Inc.

Consideration of 2025 “Say-on-Pay” Vote

We hold an annual advisory vote of our shareholders on executive compensation. The following table sets forth the percentage of shares voted in favor of our annual advisory proposals to approve NEO compensation for the fiscal years indicated (the “Say-on-Pay” proposal).

202320242025

At the 2025 Annual Shareholders Meeting, 89% of the votes cast were in favor of the “Say-on-Pay” proposal. We believe that the 2025 vote approving the Say-on-Pay proposal once again conveyed our shareholders’ strong support of the Committee’s decisions and our existing executive compensation programs. Based on this feedback, the Committee determined to continue our current compensation practices as described herein.

Fiscal 2025 Company Performance Highlights

Strategic Execution

By remaining focused on our client first strategy of providing outstanding service to our advisors, bankers and their clients, the firm generated record results and successfully executed several strategic initiatives in fiscal 2025. In the Private Client Group segment, fiscal 2025 was a strong year for client asset growth, driven by strong retention of advisors and record-level financial advisor recruiting. In the Capital Markets segment, activity levels improved but remained relatively muted across the industry due to economic uncertainty during the fiscal year. The Asset Management segment generated record results, driven by strong net inflows into fee-based accounts in the Private Client Group as well as robust market appreciation. The Bank segment experienced higher net interest income, largely as a result of strong loan growth.

We made meaningful progress deploying capital during the year and, through a combination of common stock dividends and common stock repurchases, the firm returned capital of more than $1.5 billion to shareholders. The firm also continued to invest in service delivery and enhanced capabilities, while focusing on improving operational efficiencies. Throughout the fiscal year, we remained focused on the long term and continued to invest in our businesses, our people and our technology to help drive growth across the firm. Most importantly, we successfully implemented these strategic initiatives while maintaining our unique, client-focused culture.

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Fiscal 2025 Financial Performance

Fifth consecutive year of record results

Record annual net revenues of $14.07 billion for fiscal 2025, an increase of 10% over fiscal 2024

Record annual pre-tax income of $2.71 billion for fiscal 2025, an increase of 3% over fiscal 2024

Record net income available to common shareholders of $2.13 billion, or $10.30 per diluted share; record adjusted net income available to common shareholders of $2.21 billion(1), or $10.66 per diluted share(1)

ROE of 17.7% and adjusted return on tangible common equity of 21.3%(1), both strong results particularly given our robust capital position throughout fiscal 2025

Returned more than $1.5 billion to shareholders through common stock dividends and common stock repurchases; the quarterly common stock dividend increased in the year approximately 11% to $0.50 per share and we repurchased 7.4 million shares for $1.1 billion, an average price of $148 per share

Issued $1.5 billion in senior notes, consisting of $650 million in 4.90% senior notes due 2035 and $850 million in 5.65% senior notes due 2055

Maintained strong capital position, with tier 1 leverage and total capital ratios of 13.1% and 24.1%, respectively, well above regulatory requirements

Strong “A-level” issuer credit ratings with all three credit agencies: A3 rating by Moody’s, A- rating by Standard & Poor’s, and A- rating by Fitch

Balance sheet flexibility associated with diversified funding sources, including PCG domestic clients’ cash sweep balances, Enhanced Savings Program balances and TriState Capital Bank’s deposit franchise

Raymond James Financial

Net Revenues ($B)

Raymond James Financial

Pre-tax Income ($B)

(1)Adjusted net income available to common shareholders, adjusted earnings per common share (diluted), and adjusted return on tangible common equity are non-GAAP measures. Please refer to Appendix C for reconciliations of these measures to the most directly comparable GAAP measures and other important disclosures.

The firm’s strong performance in fiscal 2025 was driven by record revenues in the Private Client Group segment and record revenues and pre-tax income in the Asset Management segment. The results highlight the strength of our business model and reinforce the value of our diverse and complementary businesses.

Private Client Group — Record net revenues of $10.2 billion increased 8% while pre-tax income of $1.7 billion decreased 4% compared to fiscal 2024. Despite the impacts of lower short-term interest rates, higher client asset levels drove record net revenues. Fiscal 2025 concluded with Private Client Group assets under administration of $1.67 trillion and Private Client Group assets in fee-based accounts of $1.01 trillion, up 11% and 15%, respectively, compared to the end of fiscal 2024. In addition to higher equity markets, client assets were boosted by strong net inflows, which included domestic PCG net new assets of $52 billion, or 3.8% of beginning-of-period assets, driven by strong financial advisor retention and recruiting results. We ended the year with a record 8,943 financial advisors affiliated with the firm. In fiscal year 2025, we had record recruiting results of financial advisors to our domestic independent contractor and employee channels, with recruited trailing 12-month production at their previous firms totaling $407 million, reflecting a 21% increase over last year's previous record.

Capital Markets — Despite the challenging macroeconomic environment for much of the year, the Capital Markets segment generated net revenues of $1.8 billion, up 20% compared to the prior year, and pre-tax income of $146 million, up substantially from fiscal 2024. The investment banking pipeline remains strong and while the current environment remains uncertain, we are increasingly optimistic regarding improvement in macroeconomic conditions. Following our fiscal year end, we announced our plan to acquire GreensLedge Holdings LLC, a firm with specialized expertise in structured products that will complement our existing capital markets business

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platform. We are optimistic that consistent investments in our platform and people over the years will drive long-term growth across all our capital markets businesses.

Asset Management — Record net revenues of $1.2 billion increased 16% and record pre-tax income of $503 million increased 19% over fiscal 2024. Financial assets under management ended the year at $275 billion, representing a 12% increase year-over-year, driven by strong net inflows into fee-based accounts in the Private Client Group, as well as significant market appreciation.

Bank Segment — Net revenues of $1.8 billion increased 3%, and pre-tax income of $491 million increased 29%, over fiscal 2024. The Bank segment’s net interest margin was up slightly during the fiscal year to 2.68%. Net bank loans increased 12% to $51.6 billion driven primarily by higher private client banking loans including 22% growth of securities-based loans and 9% growth of residential mortgage loans. These two loan categories represented nearly 60% of our total loan book. The credit quality of the loan portfolio remained strong.

Alignment of CEO Compensation with Total Shareholder Return

The following graph shows the total return on $100 invested in the company’s stock on September 30, 2020, compared to the total annual direct compensation of our CEO for each year represented. As part of a planned leadership transition, Mr. Reilly and Mr. Shoukry each served in the CEO role during a portion of fiscal 2025. The Board's Compensation and Talent Committee carefully considered the compensation arrangements for both executives with the goal of ensuring that total compensation paid appropriately reflects their service during this transition period. CEO total compensation for 2025 reflects the dollar value of the combined compensation for Mr. Shoukry, our CEO since February 2025, and Mr. Reilly, our CEO prior to such date. The compensation amounts shown for 2020 through 2024 reflect that of our former CEO, Mr. Reilly. CEO total compensation for 2023 excludes the special one-time equity retention award to Mr. Reilly discussed in our Proxy Statement for the 2024 Annual Shareholders Meeting. We believe this information demonstrates that our CEO’s total compensation is highly correlated with total shareholder return over these time periods.

Alignment of CEO Compensation with Total Shareholder Return

nCEO Total Compensation(1)Former CEO Total Compensation(1)RJF Total Shareholder Return

(1)All years computed in accordance with the table set forth herein in the section on page 56 entitled “Annual Direct Compensation for 2025.”

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Our Compensation Practices

What We Do

Pay for performance. We award annual variable compensation based on the performance of the company and the individual. The great majority of our executive officers’ compensation is variable and not guaranteed. Use deferred compensation. Variable compensation for our executive officers also includes a deferred component, in that a portion of annual bonuses (“stock bonus awards”) is delivered in the form of both time-based and performance-based RSUs. Performance-based equity awards. The vesting of 60% for our CEO, and 50% for our other NEOs, of the RSUs awarded to our executive officers as stock bonus awards is tied to the achievement of defined Adjusted ROE levels over a three-year measurement period (“performance vesting”), subject in certain cases to accelerated vesting upon retirement, death and disability. Since the grant of the 2021 awards, such vesting is further modified (increased or decreased) by the rTSR of the company compared to a peer group (“rTSR Adjustment”). Long vesting periods. Both the time-vesting and performance-vesting portions of our stock bonus awards generally vest on a cliff basis three years after the grant date. Our management RSU awards generally vest 60% on the 3rd anniversary, and 20% on each of the 4th and 5th anniversaries, of their grant dates, subject in certain cases to accelerated vesting upon retirement, death and disability. In addition, each award under our Long-Term Incentive Plan (“LTIP”), a non-qualified retention plan for highly compensated employees, cliff vests at the end of a five-year period, subject in certain cases to accelerated vesting upon retirement, death and disability. “Clawback” policy. We maintain a robust compensation recoupment policy, together with an NYSE-compliant Dodd-Frank Clawback Policy, which permit the company to recover compensation in the event of a financial restatement, inaccurate performance measures, and serious misconduct or materially imprudent judgment that results in material financial or reputational harm to the company. Under our compensation recoupment policy, all unvested outstanding incentive compensation awards, including time-based awards, as well as the individual's most recently received annual bonus, may be recovered. Stock ownership guidelines. We maintain stock ownership requirements for our executive officers, creating a further link between management interests, company performance and shareholder value. All of our NEOs have reached or exceeded the ownership requirements. “Double triggers.” Our award agreements for RSUs generally maintain the requirement of “double triggers” on the accelerated vesting of awards in the event of a change in control, meaning that an executive must actually be terminated following the change in control before vesting will be accelerated. Limited perquisites. We provide very limited perquisites, each of which provides a demonstrable benefit to the company’s business.

What We Don’t Do

No employment agreements. Our executive officers, including our CEO and other NEOs, are employed by us on an “at will” basis and do not have any special arrangements for severance payments following termination. No dividends on unearned performance-based or unvested U.S. time-based awards. We do not pay dividends or dividend equivalents on performance-based awards or on time-based awards to U.S. grantees during the vesting period. Rather, dividends are deferred and paid only based on performance or vesting achieved, with no premiums. No “gross ups.” We do not generally provide excise tax “gross ups,” other than in the case of certain relocation expenses, consistent with our relocation policy. No pledging by insiders. The company maintains a policy under which our directors and executive officers are prohibited from pledging our common stock. No short selling or hedging by insiders. Our directors and executive officers are prohibited from engaging in short sales, transacting in publicly traded or private options and engaging in hedging or monetization transactions with respect to our common stock. No option re-pricing. Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders. We have not granted options to our executive officers as part of their annual compensation since fiscal 2014 in any event.

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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.