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0000720005false00007200052023-05-232023-05-230000720005us-gaap:CommonStockMember2023-05-232023-05-230000720005rjf:DepositarySharesSeriesBMember2023-05-232023-05-23


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

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

May 23, 2023
Date of Report (date of earliest event reported)

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

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

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

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

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

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

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

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

Emerging growth company ☐

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



Item 8.01 Other Events

On May 23, 2023, Raymond James Financial, Inc. (the “Company”) issued a press release announcing that, after June 30, 2023, three-month CME Term SOFR (as defined therein) will be the replacement reference rate under the Company’s outstanding 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock represented by depositary shares, each representing a 1/40th interest of a share, and 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030. The press release contains relevant information related thereto, including with respect to certain additional changes. Holders of the affected securities are encouraged to review the information contained in the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:
Exhibit No. Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURES

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

RAYMOND JAMES FINANCIAL, INC.
Date: May 26, 2023
By:
  /s/ Paul M. Shoukry
Paul M. Shoukry
Chief Financial Officer



EX-99.1 2 ex991_rjf20230523rellibor.htm EX-99.1 PRESS RELEASE DATED MAY 23, 2023 Document

raymondjameslogoa.jpg

May 23, 2023 FOR IMMEDIATE RELEASE
Media Contact: Steve Hollister, 727.567.2824
Investor Contact: Kristina Waugh, 727.567.7654
raymondjames.com/news-and-media/press-releases


RAYMOND JAMES ANNOUNCES CME TERM SOFR AS REPLACEMENT REFERENCE RATE FOR OUTSTANDING U.S. DOLLAR LIBOR-LINKED SECURITIES

ST. PETERSBURG, Fla. - On May 23, 2023, Raymond James Financial, Inc. (NYSE: RJF) (“RJF”) announced that, effective as of the first London banking date after June 30, 2023 (the “LIBOR Replacement Date”), three-month CME Term SOFR (as defined below) will be the replacement reference rate for the following of its outstanding securities that currently provide for the use of three-month U.S. dollar LIBOR as the reference rate:

•6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock represented by depositary shares, each representing a 1/40th interest of a share; and
•5.75% Fixed-to-Floating Rate Subordinated Notes due 2030.

The above securities require the selection of a replacement reference rate following the cessation of the publication of three-month U.S. dollar LIBOR on a representative basis. On March 5, 2021, the U.K.’s Financial Conduct Authority announced that, after June 30, 2023, three-month U.S. dollar LIBOR (along with other remaining tenors of U.S. dollar LIBOR) would cease publication or no longer be representative. In connection with the cessation of representative U.S. dollar LIBOR, on March 15, 2022, Congress enacted the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), and the Board of Governors of the Federal Reserve System (the “Board”) has issued final rules thereunder (the “LIBOR Rule”).

RJF is issuing this press release to announce that, effective as of the LIBOR Replacement Date, the CME Term SOFR Reference Rate published for the three-month tenor, as administered by CME Group Benchmark Administration, Ltd. (or any successor administrator thereof) (“three-month CME Term SOFR”), plus a spread adjustment of 0.26161% per annum (such rate being the applicable “Board-selected benchmark replacement” under the LIBOR Rule) will be the reference rate for calculations or determinations of applicable dividend or interest payments on the securities listed above. In addition, certain conforming changes adopted by the Board under the LIBOR Rule to the applicable business day conventions and determination dates will also apply to such securities.


About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,700 financial advisors. Total client assets are $1.22 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.

Forward Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future shareholder distributions. 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 Reports on Form 10-Q, 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.