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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
December 2, 2025
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 |
Name of each exchange |
||
| 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 December 2, 2025, Raymond James Financial, Inc. (the “Company”) issued a press release announcing that it will redeem, on January 2, 2026 (the “Redemption Date”), all 80,500 outstanding shares of its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), and all of the related depositary shares, each representing a 1/40th interest in a share of the Series B Preferred Stock (the “Series B Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series B Preferred Stock or Series B Depositary Shares will remain outstanding.
This Current Report on Form 8-K does not constitute a notice of redemption under the Articles of Amendment to Amended and Restated Articles of Incorporation governing the Series B Preferred Stock or the Deposit Agreement governing the Series B Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by Raymond James Financial, Inc.
A copy of the press release announcing the redemption is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
| Exhibit No. | Description | |
| 99.1 | Press release, dated December 2, 2025, issued by Raymond James Financial, Inc. | |
| 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: December 2, 2025 | By: | /s/ Jonathan W. Oorlog, Jr. |
||||
| Jonathan W. Oorlog, Jr. | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
| December 2, 2025 | 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 FULL REDEMPTION OF ITS
SERIES B PREFERRED STOCK AND RELATED DEPOSITARY SHARES
ST. PETERSBURG, Fla. - On December 2, 2025, Raymond James Financial, Inc. (NYSE: RJF) announced that, on January 2, 2026, it will redeem all 80,500 outstanding shares of its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”). The redemption of the Series B Preferred Stock will trigger the redemption of the related depositary shares, each representing a 1/40th interest of a share of Series B Preferred Stock (the “Series B Depositary Shares”) (NYSE: RJF PrB) (CUSIP: No. 754730 406). The redemption prices will be equal to $1,000.00 per share of Series B Preferred Stock and $25.00 per Series B Depositary Share. The redemption prices noted herein do not include declared and unpaid dividends, if any, prior to the redemption date. After giving effect to the redemption, no shares of Series B Preferred Stock or Series B Depositary Shares will remain outstanding.
The Series B Depositary Shares are held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Series B Depositary Shares will be made by Computershare Inc. and Computershare Trust Company, N.A., collectively, as redemption agent, in accordance with the Deposit Agreement governing the Series B Depositary Shares. The address for the redemption agent is as follows:
Computershare Trust Company, N.A.
Attn: Corporate Actions
150 Royall St.
Canton, MA 02021
Raymond James Financial, Inc. has received all necessary approvals for the redemption. This news release does not constitute a notice of redemption under the Articles of Amendment to Amended and Restated Articles of Incorporation governing the Series B Preferred Stock or the Deposit Agreement governing the Series B Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by Raymond James Financial, Inc.
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. Total client assets are $1.75 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.