Raymond James Financial (RJF) 10-K risk factor changes: FY2023 vs FY2022

Failure to maintain appropriate service and quality [added: standards, including the perception of a decline in service and quality] standards [added: as a result of remote work,] or a failure or perceived failure to treat clients fairly can result in client dissatisfaction, litigation and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and reputational harm.

Negative publicity about us, [added: including information posted on social media or other internet forums or published by news organizations,] whether or not true, may also harm our reputation.

We may also face increased cybersecurity risk for a period of time after acquisitions as we transition the acquired entity’s historical [removed: controls] [added: systems and networks] to our standards.

Senior management of our Information Technology department gives a quarterly update on cybersecurity to the [removed: Audit and] Risk Committee of our Board of Directors and an annual update to our full Board of Directors.

Cyber-attacks can originate from a variety of sources, including [removed: third parties] [added: threat actors] affiliated with foreign governments, organized crime or terrorist organizations.

[removed: Third parties] [added: Threat actors] may also attempt to place individuals within our firm, or induce employees, clients or other users of our systems, to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent.

Although cybersecurity incidents among financial services firms are on the rise, we have [added: not experienced any material losses relating to cyber-attacks or other information security breaches.]

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

Despite our implementation of protective measures and endeavoring to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to human error, equipment failure, natural disasters, power loss, [removed: spam attacks,] unauthorized access, supply chain attacks, distributed denial of service attacks, computer viruses and other malicious code, and other events that could result in significant liability and damage to our reputation, and have an ongoing impact on the security and stability of our operations.

We [added: endeavor to design and implement policies and procedures to identify such cyber-attacks as quickly as possible; however, we] expect that any investigation of a cyber-attack would take substantial amounts of time, and that there may be extensive delays before we obtain full and reliable information.

As such, we are affected by domestic and international macroeconomic and political conditions, as well as economic output levels, interest and inflation rates, employment levels, prices of commodities, consumer confidence [removed: levels and] [added: levels,] changes in consumer spending, international trade policy, and fiscal and monetary policy.

For example, Fed policies determine, in large part, [added: interest rates and] the cost of funds [removed: for lending and investing and the return earned on those loans and investments.][added: which directly affect]

The market impact from such policies can also decrease materially the value of certain of our financial assets, most notably debt securities, as well as our cash [removed: flows, such as those associated with client cash][added: flows.]

Changes in tax law and regulation, or any market uncertainty caused by a change in the political environment, may [removed: negatively] affect our [added: clients and, directly or indirectly, our] business.

Macroeconomic conditions may also be negatively [removed: impacted] [added: affected] by domestic or international events, including natural disasters, political unrest, [added: the indirect impact of wars, such as the wars in Ukraine and Israel,] or public health epidemics and pandemics, as well as by a number of factors in the global financial markets that may be detrimental to our operating results.

If we were to experience a period of sustained downturn in the securities markets, credit market dislocations, reductions in the value of real estate, increases in mortgage and other loan delinquencies, or other negative market factors, our revenues [added: and the value of the assets we own] could be adversely impacted.

These can include, but are not limited to, trade errors, failed transaction settlements, late collateral calls to borrowers and counterparties, [added: credit losses,] or interruptions to our system processing.

Lack of [removed: liquidity] [added: funding, liquidity,] or access to capital could impair our business and financial condition.

[removed: Our] [added: An] inability to maintain adequate [added: funding and] liquidity [removed: or] to [removed: easily access credit and capital markets] [added: operate our business] could have a significant negative effect on our financial condition.

If [removed: liquidity] [added: the available funding] from [removed: our brokerage] [added: one] or [removed: banking operations] [added: more of our contingent funding sources] is [removed: inadequate or unavailable,] [added: not sufficient to sustain normal operating levels,] we may be required to scale back or curtail our operations, such as [removed: limiting our recruiting of financial advisors,] [added: by] limiting lending, selling assets at unfavorable prices, [removed: and] cutting or eliminating dividend [removed: payments.][added: payments, or limiting our recruiting of financial advisors.]

Our liquidity could be negatively affected by: [removed: the] [added: any] inability of our subsidiaries to generate cash to distribute to the parent [removed: company in the form of dividends from earnings;] [added: company,] liquidity or capital requirements [removed: applicable to our subsidiaries] that may prevent [removed: us] [added: our subsidiaries] from distributing [removed: cash to the parent company; limited or no accessibility] [added: cash, limitations on our subsidiaries’ access] to credit markets for secured and unsecured [removed: borrowings by our subsidiaries;] [added: borrowings,] diminished access to the capital markets for [removed: RJF;] [added: RJF,] and other commitments or restrictions on capital as a result of adverse legal settlements, judgments, [removed: or] regulatory [removed: sanctions.][added: sanctions or an adverse change in our credit rating by one or more of the national rating agencies that rate us.]

Our cost of capital and the availability of funding may be adversely affected by illiquid credit [removed: markets and] [added: markets,] wider credit [removed: spreads.][added: spreads or our inability to pay a prevailing rate of interest that is competitive with other market offerings.]

We borrow securities from, and lend securities to, other [removed: broker-dealers] [added: financial institutions] and may also enter into agreements to repurchase and/or resell securities as part of our financing activities.

A sharp change in the market values of the securities utilized in these [added: transactions may result in losses if counterparties to these transactions fail to honor their commitments.]

[removed: A] [added: While we perform extensive diligence on the banks we select to hold these deposits, a] failure of [removed: a] [added: one or more of these] depository [removed: institution] [added: institutions] to return these deposits could [removed: severely impact] [added: affect] our operating liquidity, result in [removed: significant] reputational damage, and [removed: adversely impact] [added: impair] our financial performance.

We [removed: also] incur credit risk by lending to businesses and individuals, including through offering SBL, C&I loans, CRE loans, REIT loans, residential mortgage loans, and tax-exempt loans.

[removed: In addition, TriState Capital Bank utilizes information provided by third-party organizations to monitor] changes in the value of marketable securities that serve as collateral for a portion of its SBL.

Market conditions that change from time to time, thereby exposing us to market risk, include fluctuations in interest rates, equity prices, foreign exchange rates, and price deterioration or changes in value due to changes in market [removed: perception or] [added: perception,] actual credit quality of an [removed: issuer.][added: issuer, or other factors such as any potential shutdown of the U.S. government or downgrade of the U.S. government’s credit rating.]

[removed: For example, interest] [added: Interest] rate changes could [added: also] adversely affect the value of our fixed income trading inventories, as well as our net interest spread, which is the difference between the yield we earn on our interest-earning assets and the interest rate we pay for deposits and other sources of funding, in turn impacting our net interest income and earnings.

A rising interest rate environment generally results in our earning [removed: a larger net] [added: more] interest [removed: spread] [added: income] and an increase in servicing fees received on cash swept to third-party program banks as part of the [removed: RJBDP.][added: RJBDP but also increases our costs of funds.]

Conversely, in those operations, a falling interest rate environment generally results in our earning [removed: a smaller net] [added: less] interest [removed: spread] [added: income] and lower RJBDP fees from third-party program [removed: banks.][added: banks, and also reduces our cost of funds.]

[removed: Our] [added: Market risk may also affect the value of our] private equity [removed: fund investments are] [added: portfolio, which is] carried at fair value with unrealized gains and losses reflected in earnings.

The value of [removed: our private equity portfolio] [added: such investments] can fluctuate and [added: the related] earnings [removed: from our investments] can be volatile and difficult to predict.

Significant volatility in our domestic clients’ cash sweep [added: and bank deposit] balances could negatively [removed: impact] [added: affect] our net revenues and/or our ability to fund our Bank segment’s growth and may impact our regulatory [added: capital] ratios.

The majority of our Bank segment’s [added: bank] deposits are driven by the [removed: RJBDP.][added: RJBDP and, to a lesser extent, the ESP.]

The RJBDP is a source of relatively low-cost, stable [removed: deposits] [added: deposits,] and we rely heavily on the RJBDP to fund our Bank segment asset growth, particularly at Raymond James Bank.

A significant reduction in PCG clients’ cash balances, a change in the allocation of that cash between our Bank segment and third-party banks within the RJBDP, [removed: or] a movement of cash away from the [removed: firm could significantly impact our ability to continue growing interest-earning assets and/or require our Bank segment to use higher-cost deposit sources to grow interest-earning assets.][added: firm, or an]

Rapidly rising rates, for example, have made and may continue to make investments in securities, such as fixed-income securities and money market funds, more attractive for investors, thereby [removed: reducing] [added: incentivizing them to reduce] the cash they hold.

If PCG clients’ cash balances continue to decrease or third-party bank demand or capacity for RJBDP deposits decline from current [removed: levels] [added: levels,] our RJBDP fees from third-party banks could be adversely affected.

In addition, [removed: our] [added: an] inability to deploy client cash to third-party banks through RJBDP would require us to retain more cash in our Bank segment or in our Client Interest Program (“CIP”), both of which may cause a significant increase in our [removed: assets.][added: assets which may negatively affect certain of our regulatory capital ratios.]

The speed and pervasiveness with which information can be disseminated through these channels, in particular social media, may magnify risk relating to negative publicity.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

The SEC recently enacted rules requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance.

These new reporting requirements are effective for us as of December 18, 2023.

If we fail to comply with these new requirements we could incur regulatory fines in addition to other adverse consequences to our reputation, business, financial condition, and/or results of operations.

We have a contingency funding plan which would guide our actions if one or more of our businesses were to experience disruptions from normal funding and liquidity sources.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

inability to implement new or modified deposit offerings in order to retain or grow our client base, could significantly impair our ability to continue growing interest-earning assets and/or require our Bank segment to increase reliance on higher-cost deposit sources, such as the ESP, or other sources of liquidity to grow interest-earning assets.

As part of the launch of our ESP, we have increased our use of reciprocal deposit programs, which allow us to place deposits at third-party banks through a deposit placement network in return for an equivalent amount of deposits to be received by our bank subsidiaries, thereby allowing us to offer higher levels of FDIC insurance to our clients.

If third-party bank capacity for reciprocal deposits declined, or we were otherwise restricted from participating in reciprocal deposit programs, we may have to reduce the amount of FDIC insurance coverage we offer on such deposits, which may cause clients to withdraw bank deposits that exceed FDIC insurance limits from our bank subsidiaries.

If we are unable to maintain these deposits, we may have to pay a higher interest rate to replace them with other sources of funding, which could adversely affect our liquidity and results of operations.

Reciprocal deposit balances in excess of $5 billion meet the FDIC definition of brokered deposits.

Such brokered deposits are subject to additional scrutiny from regulators and incur higher FDIC insurance costs.

Additionally, our litigation and regulatory risks continue to increase as our business grows internationally.

Our business is sensitive to domestic and international macroeconomic conditions caused by political and geopolitical developments, fiscal, monetary, and tax policies, regulations, and other domestic or international events.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

the returns and fair value on our lending and investing activities.

In addition, TriState Capital Bank utilizes information provided by third-party organizations to monitor

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

For example, interest rate increases could continue to adversely affect the value of our available-for-sale securities portfolio.

In a falling interest rate environment, we may not be able to reduce our cost of funds as quickly as we experience a decrease in interest income.

The magnitude of the impact of interest rate changes to our net interest spread depends on the yields on interest-earning assets relative to the cost of interest-bearing liabilities, including deposit rates paid to clients on their cash balances.

Further, effective management succession planning is important for the continued success of the firm.

Employers are developing a wide variety of offerings to attract talent, including but not limited to, increasing compensation, enhancing health and wellness solutions, and providing in-office, hybrid, and remote work options.

If we were to lose the services of

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Additionally, we could experience a larger number of claims against us relating to our recruiting efforts.

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not experienced any material losses relating to cyber-attacks or other information security breaches.

We are affected by domestic and international macroeconomic conditions that impact the global financial markets.

balances.

U.S. markets may also be impacted by public health epidemics or pandemics, such as the COVID-19 pandemic, as well as by political and civil unrest occurring in other parts of the world.

transactions may result in losses if counterparties to these transactions fail to honor their commitments.

When, and if, we recognize gains can depend on a number of factors, including general economic conditions, the prospects of the companies in which the funds invest and whether these companies become subject to a monetization event.

Such an increase in our assets may negatively impact certain of our regulatory ratios.

Employers are offering increased compensation and opportunities to work with greater flexibility, including remote work, on a permanent basis.

If the broker-dealers from whom we recruit new

We have made and, to the limited extent permitted by applicable regulations, may continue to make principal investments in private equity funds and other illiquid investments.

We may be unable to realize our investment objectives if we cannot sell or otherwise dispose of our interests at attractive prices or complete a desirable exit strategy.

In particular, these risks could arise from changes in the financial condition or prospects of the portfolio companies in which investments are made, changes in economic conditions or changes in laws, regulations, fiscal policies or political conditions.

It could take a substantial period of time to identify attractive investment opportunities and then to realize the cash value of such investments.

investments.

existence and magnitude of potential claims often remain unknown for substantial periods of time.

subjective and complex judgments about matters that are inherently uncertain.

different jurisdictions.

These developments create uncertainty in planning our CRA activities.

Any revisions to the CRA regulations may negatively impact our business, including through increased costs related to compliance.

The DOL has also reinstated the historical “five-part test” for determining who is an investment advice “fiduciary” when dealing with certain retirement plans and accounts and promulgated a new exemption that enables investment advice fiduciaries to receive transaction-based compensation and engage in certain otherwise prohibited transactions, subject to compliance with the exemption’s requirements.

In addition, the DOL is expected to amend the five-part test by the end of 2023 so that the fiduciary standard would apply to a broader range of client relationships.

Imposing such a new standard of care on additional client relationships could lead to incremental costs for our business.

The SEC’s new Marketing Rule will affect the marketing of our advisory products, including referrals and solicitations, and may impact our asset management business and result in increased costs.

Failure to meet minimum capital

RJ Ltd. is subject to similar limitations under applicable regulations in Canada by IIROC.

Such preferred stock is senior to our common stock.

A public trading market having depth, liquidity and orderliness depends upon the presence in the marketplace and independent decisions of willing buyers and sellers of our preferred stock, over which we have no control.

Without an active, liquid trading market, holders of our depositary shares may not be able to sell their shares at the volume, prices, or times desired.

| Reconciliation of non-GAAP financial measures to GAAP financial measures | | | [removed: [41](#i50879245508b4d3382e6138f77393d6b_187)] [added: [41](#i344a1a14bda742dcaca6ee5b5da3defc_196)] | | |

| Net interest analysis | | | [removed: [44](#i50879245508b4d3382e6138f77393d6b_193)] [added: [44](#i344a1a14bda742dcaca6ee5b5da3defc_199)] | | |

| Private Client Group | | | [removed: [47](#i50879245508b4d3382e6138f77393d6b_196)] [added: [47](#i344a1a14bda742dcaca6ee5b5da3defc_202)] | | |

| Statement of financial condition analysis | | | [removed: [58](#i50879245508b4d3382e6138f77393d6b_214)] [added: [59](#i344a1a14bda742dcaca6ee5b5da3defc_217)] | | |

| Liquidity and capital resources | | | [removed: [59](#i50879245508b4d3382e6138f77393d6b_217)] [added: [59](#i344a1a14bda742dcaca6ee5b5da3defc_220)] | | |

| Critical accounting estimates | | | [removed: [65](#i50879245508b4d3382e6138f77393d6b_241)] [added: [66](#i344a1a14bda742dcaca6ee5b5da3defc_250)] | | |

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: *Management’s Discussion and Analysis* | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

Year ended September 30, 2022 compared [removed: with] [added: to] the year ended September 30, 2021

For the year ended September 30, [removed: 2022,] [added: 2023,] we generated net revenues of [removed: $11.00] [added: $11.62] billion and pre-tax income of [removed: $2.02] [added: $2.28] billion, [removed: both] [added: up 6% and] 13% [removed: higher] compared with the prior year.

Our net income available to common shareholders of [removed: $1.51] [added: $1.73] billion was [removed: 7%] [added: 15%] higher than the prior year and our earnings per diluted share of [removed: $6.98] [added: $7.97] reflected a [removed: 5%] [added: 14%] increase.

Our return on common equity (“ROCE”) was [removed: 17.0%,] [added: 17.7%,] compared with [removed: 18.4%] [added: 17.0%] for the prior [added: year, and our return on tangible common equity (“ROTCE”) was 21.7%(1), compared with 19.8%(1) for the prior] year.

Excluding these [removed: acquisition-related expenses,] [added: items,] our adjusted net income available to common shareholders was [removed: $1.62] [added: $1.81] billion(1), an increase of [removed: 5%] [added: 12%] compared with the prior year, and our adjusted earnings per diluted share were [removed: $7.49(1),] [added: $8.30(1),] an increase of [removed: 3%.][added: 11%.]

Adjusted ROCE for the year was [removed: 18.2%(1),] [added: 18.4%(1),] compared with [removed: 20.0%(1)] [added: 18.2%(1)] in the prior year, and adjusted [removed: return on tangible common equity (“ROTCE”)] [added: ROTCE] was [removed: 21.1%(1),] [added: 22.5%(1),] compared with [removed: 22.2%(1)] [added: 21.1%(1)] in the prior year.

The increase in net revenues compared with the prior year was driven by the [removed: impact of higher PCG client assets in fee-based accounts for most of the current fiscal year, which positively impacted our asset management and related administrative fees, the] benefit of [added: significantly] higher short-term interest rates [added: in the current year] on both net interest income and RJBDP fees from third-party banks, [removed: and] [added: as well as] incremental revenues [added: arising] from our [added: prior-year] acquisitions of [removed: TriState Capital,] Charles [removed: Stanley,] [added: Stanley Group PLC (“Charles Stanley”), TriState Capital Holdings, Inc. (“TriState Capital”),] and SumRidge Partners.

Our compensation ratio was [removed: 66.6%,] [added: 62.8%,] compared with [removed: 67.5%] [added: 66.6%] for the prior year.

Excluding acquisition-related compensation expenses, our adjusted compensation ratio was [removed: 66.1%(1),] [added: 62.1%(1),] compared with [removed: 67.0%(1)] [added: 66.1%(1)] for the prior year.

The decline in the compensation ratio [added: from the prior year] primarily resulted from changes in our revenue mix due to higher net interest income and RJBDP fees from third-party banks, which have little associated direct compensation.

(1) [removed: Adjusted] [added: ROTCE, adjusted] net income available to common shareholders, adjusted earnings per diluted share, adjusted ROCE, adjusted ROTCE, and adjusted compensation ratio are non-GAAP financial measures.

The bank loan provision for credit losses [removed: increased] [added: was] $132 million [removed: to a provision of $100 million in] [added: for] the current year, compared with a [removed: benefit] [added: provision] of [removed: $32] [added: $100] million for the prior [removed: year; however, $26 million of this increase related solely to the] [added: year, which included an] initial provision [removed: recorded] [added: for credit losses of $26 million] on loans acquired as part of the TriState Capital acquisition.

Our effective income tax rate was [removed: 25.4%] [added: 23.7%] for fiscal [removed: 2022, an increase] [added: 2023, a decrease] from [removed: 21.7%] [added: 25.4%] for the prior year.

The [removed: increase] [added: decrease] in the effective tax rate from the prior year was primarily due to the [removed: negative] impact [added: on our provision for income taxes] of [removed: nondeductible] [added: nontaxable] valuation [removed: losses] [added: gains] associated with our company-owned life insurance [removed: portfolio during] [added: policies in] the current year compared with [removed: nontaxable] [added: nondeductible] valuation [removed: gains for] [added: losses in] the prior [removed: year.][added: year, partially offset by an increase in our effective income tax rate arising from nondeductible fines and penalties.]

As of September 30, [removed: 2022,] [added: 2023,] our tier 1 leverage ratio of [removed: 10.3%] [added: 11.9%] and [removed: total] [added: Total] capital ratio of [removed: 20.4%] [added: 22.8%] were both [removed: well above] [added: more than double] the regulatory requirement to be considered well-capitalized.

We also continued to have substantial liquidity with [removed: $1.91] [added: $2.08] billion(1) of [added: RJF corporate] cash [removed: at the parent company] as of September 30, [removed: 2022,] [added: 2023,] which includes parent cash loaned to [removed: RJ&A.][added: RJ&A to invest on its behalf.]

We believe our [removed: funding and] capital [added: and funding] position provide us the opportunity to [removed: continue to grow] [added: manage] our balance sheet prudently and [removed: we expect] to continue to be opportunistic [added: and invest] in [removed: deploying our capital.][added: growth.]

After the effect of those repurchases, [removed: $800] [added: $750] million remained under our Board of Directors’ [removed: share] [added: common stock] repurchase authorization.

We currently expect to continue to repurchase our common stock in fiscal [removed: 2023] [added: 2024] to offset the impact of shares issued with the acquisition of TriState Capital as well as to offset dilution from share-based compensation; however, we will continue to monitor market conditions and other capital needs as we consider these repurchases.

Year ended September 30, [removed: 2021] [added: 2022] compared [removed: with] [added: to] the year ended September 30, [removed: 2020][added: 2021]

Refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2021] [added: 2022] Form 10-K for a discussion of our fiscal [removed: 2021] [added: 2022] results compared to fiscal [removed: 2020.][added: 2021.]

We utilize these non-GAAP financial measures in assessing the financial performance of the business, as they facilitate a [removed: meaningful] comparison of current- and prior-period results.

We believe that ROTCE is meaningful to investors as [removed: this measure] [added: it] facilitates [removed: comparison] [added: comparisons] of our results to the results of other companies.

The following tables provide a reconciliation of non-GAAP financial measures to the most directly comparable GAAP [removed: financial measures for the periods indicated.][added: measures.]

| | | | | | | Year ended September 30, | | | | | | | | | [added: | | | | | |]

| *$ in millions* | | | | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022 | | | | | |] 2021 | | |

| Net income available to common shareholders | | | | | | $ | [removed: 1,505] [added: 1,733] | | | | | $ | [added: 1,505 | | | | | $ |] 1,403 | |

| Non-GAAP adjustments: | | | | | | | | | | | | | | | [added: | | | | | |]

| Expenses directly related to acquisitions included in the following financial statement line items: | | | | | | | | | | | | | | | [added: | | | | | |]

| Compensation, commissions and benefits: | | | | | | | | | | | | | | | [added: | | | | | |]

| Acquisition-related retention | | | | | | [removed: 58] [added: 70] | | | | | | [added: 58 | | | | | |] 48 | | |

| Other acquisition-related compensation | | | | | | [removed: 2] [added: 10] | | | | | | [added: 2 | | | | | |] 1 | | |

| Total “Compensation, commissions and benefits” expense | | | | | | [removed: 60] [added: 80] | | | | | | [added: 60 | | | | | |] 49 | | |

| Introduction | | | [39](#i344a1a14bda742dcaca6ee5b5da3defc_190) | | |

| Executive overview | | | [39](#i344a1a14bda742dcaca6ee5b5da3defc_193) | | |

| Capital Markets | | | [52](#i344a1a14bda742dcaca6ee5b5da3defc_205) | | |

| Asset Management | | | [54](#i344a1a14bda742dcaca6ee5b5da3defc_208) | | |

| Bank | | | [57](#i344a1a14bda742dcaca6ee5b5da3defc_211) | | |

| Other | | | [58](#i344a1a14bda742dcaca6ee5b5da3defc_214) | | |

| Regulatory | | | [66](#i344a1a14bda742dcaca6ee5b5da3defc_247) | | |

| Accounting standards update | | | [67](#i344a1a14bda742dcaca6ee5b5da3defc_259) | | |

| Risk management | | | [67](#i344a1a14bda742dcaca6ee5b5da3defc_262) | | |

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Year ended September 30, 2023 compared with the year ended September 30, 2022

The year ended September 30, 2023 included $98 million of net expenses related to acquisitions completed in prior years and the favorable impact of an insurance settlement received during the year related to a previously-settled legal matter.

These increases were offset by lower investment banking and brokerage revenues, primarily due to a more challenging market environment during the current year, and a decline in asset management and related administrative fees, primarily attributable to lower PCG client assets in fee-based accounts at the beginning of each of the current-year quarterly billing periods.

Compensation, commissions and benefits expense was flat with the prior year, as the impact of the decrease in compensable revenues compared with the prior year was offset by incremental expenses arising from our prior-year acquisitions of Charles Stanley, TriState Capital, and SumRidge Partners, as well as an increase in compensation costs to support our growth and annual salary increases.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Management’s Discussion and Analysis* | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Non-compensation expenses increased $388 million, or 23%.

This increase resulted from multiple items, including elevated provisions for legal and regulatory matters during the current year for a number of matters totaling approximately $175 million, a portion of which related to the SEC industry sweep on off-platform communications, as well as incremental expenses arising from our prior-year acquisitions of Charles Stanley, TriState Capital, and SumRidge Partners, and increases in communications and information processing expenses, business development expenses, and the bank loan provision for credit losses.

Partially offsetting these increases was the aforementioned favorable insurance settlement received.

The bank loan provision for credit losses for the current year primarily reflected the impacts of a weakened macroeconomic outlook for certain loan portfolios, including a weakened outlook for commercial real estate prices compared with the prior year, charge-offs of certain loans, and loan downgrades during the year.

These increases were partially offset by the favorable impact of loan repayments and sales, which had a larger impact on the current fiscal year expense than provisions on new loans.

In December 2022, the Board of Directors increased the quarterly cash dividend on common shares to $0.42 per share and authorized common stock repurchases of up to $1.5 billion.

During the twelve months ended September 30, 2023, we repurchased 8.35 million shares of our common stock under the Board of Directors’ common stock repurchase authorization for $788 million at an average price of $94 per share.

We also have access to significant sources of funding for our business activities should the need arise, including borrowings against the $750 million balance available on our revolving credit facility, which was renewed and increased from $500 million in April 2023, as well as nearly $9.3 billion of FHLB borrowing capacity in the Bank segment.

As we look ahead, in spite of our expectation for economic uncertainty in the near term, we believe we are well-positioned for long-term growth, with our strong capital position and total client assets under administration of $1.26 trillion.

Our financial advisor recruiting activity increased in the latter half of fiscal 2023, and our recruiting pipeline remains strong across our affiliation options.

We expect our fiscal first quarter of 2024 asset management and related administrative fee revenues to be negatively impacted by the 2% decrease in fee-based account balances from June 30, 2023 to September 30, 2023, as well as an estimated 5% decline in our combined net interest income and RJBDP fees from third-party banks, reflecting the impact from higher-cost diversified funding sources including our ESP, which was launched to PCG clients in March 2023.

While we have a healthy investment banking pipeline and saw improvement in investment banking activity in our fiscal fourth quarter of 2023, we anticipate that market uncertainty may continue to adversely impact the pace and timing of closings early in fiscal 2024, impacting our investment banking revenues.

We also expect to continue to experience headwinds for fixed income brokerage revenues due to the decline in cash balances at many of our depository institution clients.

Finally, although we have proactively taken steps to manage our credit risk in our loan portfolio, including selling approximately $670 million of par value of corporate loans during fiscal 2023, future economic deterioration or changes in our macroeconomic outlook could result in increased bank loan provisions for credit losses in future periods.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES *Management’s Discussion and Analysis* | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

These non-GAAP financial measures have been separately identified in this document.

| Other — Insurance settlement received | | | | | | (32) | | | | | | — | | | | | | — | | |

| Other acquisition-related compensation | | | | | | 0.1 | | % | | | | — | | % | | | | — | | % |

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| Introduction | | | [39](#i50879245508b4d3382e6138f77393d6b_181) | | |

| Executive overview | | | [39](#i50879245508b4d3382e6138f77393d6b_184) | | |

| Capital Markets | | | [51](#i50879245508b4d3382e6138f77393d6b_199) | | |

| Asset Management | | | [53](#i50879245508b4d3382e6138f77393d6b_202) | | |

| Bank | | | [56](#i50879245508b4d3382e6138f77393d6b_205) | | |

| Other | | | [57](#i50879245508b4d3382e6138f77393d6b_208) | | |

| Regulatory | | | [65](#i50879245508b4d3382e6138f77393d6b_238) | | |

| Recent accounting developments | | | [67](#i50879245508b4d3382e6138f77393d6b_250) | | |

| Risk management | | | [67](#i50879245508b4d3382e6138f77393d6b_259) | | |

*Management’s Discussion and Analysis*

In fiscal 2022, we completed the acquisitions of Charles Stanley Group PLC (“Charles Stanley”), TriState Capital, and SumRidge Partners, which resulted in incremental revenues and expenses during the year.

During the year we also incurred acquisition-related expenses, such as compensation largely related to retention awards, initial provisions for credit losses on acquired loans and unfunded lending commitments, amortization of identifiable intangible assets, and other costs incurred to effect our acquisitions, such as legal expenses and other professional fees.

These expenses totaled $147 million this fiscal year, an increase of $65 million over the prior year.

Brokerage revenues and investment banking revenues each declined compared with a strong prior year, primarily as a result of market uncertainty during the current year.

Compensation, commissions and benefits expense increased 11%, primarily attributable to the growth in revenues and pre-tax income compared with the prior year, as well as the aforementioned acquisitions.

In fiscal 2022, certain non-GAAP financial measures were adjusted for additional expenses directly related to our acquisitions that we believe are not indicative of our core operating results, such as those related to amortization of identifiable intangible assets arising from acquisitions and acquisition-related retention.

Prior periods have been conformed to the current presentation.

Non-compensation expenses increased 19%, due to incremental expenses from the aforementioned acquisitions, as well as increases in the bank loan provision for credit losses, business development expenses and communications and information processing expenses.

Partially offsetting these increases, we incurred $98 million of losses on extinguishment of debt from the early-redemption of certain of our senior notes during the prior year, which did not recur in the current year.

Subsequent to the closing of TriState Capital, for the period June 1, 2022 through September 30, 2022, we repurchased 1.74 million shares and subsequent to that date repurchased an additional 354 thousand shares, for a cumulative repurchase through November 17, 2022 of approximately 2.1 million shares of our common stock for $200 million or approximately $96 per share.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, establishes a 1% excise tax on net repurchases of shares by domestic corporations whose stock is traded on an established securities market.

The excise tax will be imposed on repurchases that occur after December 31, 2022 and will be recorded directly to equity as part of the repurchase transaction, rather than as a component of our provision for income taxes.

The act also introduces a corporate alternative minimum tax which we do not expect to have an impact on our results of operations or cash flows in the future.

We believe we remain well-positioned entering fiscal 2023.

We expect fiscal 2023 results to be further positively impacted by a full year’s impact of the combined 300-basis point increase in the Fed’s short-term benchmark interest rate during our fiscal 2022, as well as the 75-basis point increase in November 2022.

With clients’ domestic cash sweep balances of $67.1 billion as of September 30, 2022 and our high concentration of floating-rate assets, we also believe we are well-positioned for any further increases in short-term interest rates, which we expect to positively impact our net interest income and our RJBDP fees from third-party banks, although we expect further declines in client cash balances in fiscal 2023 as we expect clients to continue to shift their cash to higher-yielding investment products.

We also expect to continue to face macroeconomic uncertainties which may continue to have a negative impact on equity and fixed income markets.

As a result, we may experience volatility in asset management fees and brokerage revenues, as well as investment banking revenues, despite our strong investment banking pipelines.

In addition, asset management and related administrative fees will be negatively impacted in our fiscal first quarter of 2023 by the 3% sequential decrease in PCG fee-based assets as of September 30, 2022 and lower financial assets under management; however, our recruiting pipelines remain strong and we continue to see solid retention of existing advisors.

Net loan growth should result in additional provisions for credit losses and future economic deterioration could result in increased bank loan provisions for credit losses in future periods.

In addition, although we remain focused on the management of expenses, we expect that expenses will continue to increase in part as a result of inflationary pressures on our costs, as business and event-related travel occur throughout the entire fiscal year 2023, and as we continue to make investments in our people and technology to support our growth.

In fiscal 2022, certain of our non-GAAP financial measures were adjusted for additional expenses directly related to our acquisitions that we believe are not indicative of our core operating results, including acquisition-related retention, amortization of identifiable intangible assets arising from acquisitions, and the initial provision for credit losses on loans acquired and lending commitments assumed as a result of the TriState Capital acquisition.

Prior periods, where applicable, have been conformed to the current period presentation.

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The Fed indicated that it intends to closely monitor short-term interest rates into our fiscal 2023, and in fact, enacted an additional 75-basis point increase in November 2022.

| March 31, 2020 | | | | | | March 16, 2020 | | | | | | (100) | | | | | | 0.00% - 0.25% | | |

| Rate changes subsequent to September 30, 2022 | | | | | | | | | | | | | | | | | | | | |

Changes to the regulatory landscape governing the fees the firm earns on client assets, including cash sweep balances, could negatively impact our earnings.

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

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The following graph depicts the relative net revenue contribution of each of our business segments for the fiscal year ended September 30, [removed: 2022.][added: 2023.]

[removed: ][added: ]

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

Total client assets under administration (“AUA”) in our PCG segment as of September 30, [removed: 2022] [added: 2023] were [removed: $1.04] [added: $1.20] trillion, of which [removed: $586.0] [added: $683.2] billion related to fee-based accounts (“fee-based AUA”).

We had [removed: 8,681] [added: 8,712] employee and independent contractor financial advisors affiliated with us as of September 30, [removed: 2022.][added: 2023.]

Financial advisors primarily affiliate with us directly as either employees or independent contractors, or as employees of [removed: the] third-party Registered Investment Advisors (“RIAs”) and broker-dealers to which we provide services through our RIA and Custody Services (“RCS”) division.

AUA associated with firms in our RCS division totaled [removed: $108.5] [added: $133.3] billion as of September 30, [removed: 2022.][added: 2023.]

PCG segment net revenues for the fiscal year ended September 30, [removed: 2022] [added: 2023] are presented in the following graph.

Net Revenues — [removed: $7.71] [added: $8.65] billion

[removed: ][added: ]

- Securities borrowing and lending activities [added: primarily] with other broker-dealers, financial institutions and other counterparties.

Capital Markets segment net revenues for the fiscal year ended September 30, [removed: 2022] [added: 2023] are presented in the following graph.

Net Revenues — [removed: $1.81] [added: $1.21] billion

[removed: ][added: ]

- Equity underwriting - We provide public and private equity financing services, including the underwriting and placement of common and preferred stock and other equity securities, to corporate clients [added: across a number of industries] throughout the U.S., Canada, and [removed: Europe across a number of industries.][added: Europe.]

This segment oversees a portion of our fee-based AUA for our PCG clients through our Asset Management Services division [removed: (“AMS”) and through Raymond James Trust, N.A. (“RJ Trust”).][added: (“AMS”).]

This segment also provides asset management services through our Raymond James Investment Management division (“Raymond James Investment [removed: Management,” formerly referred to as Carillon Tower Advisers),] [added: Management”)] for certain retail accounts managed on behalf of third-party institutions, institutional accounts, and proprietary mutual funds that we manage, generally using active portfolio management strategies.

Management fees in this segment are generally calculated as a percentage of the value of our fee-billable financial assets under management (“AUM”) in both AMS, which includes the portion of fee-based AUA in PCG that is [added: invested in programs] overseen by AMS, and Raymond James Investment Management, where investment decisions are made by in-house or third-party portfolio managers or investment committees.

Our AUM and our Raymond James Investment Management AUM by objective as of September 30, [removed: 2022] [added: 2023] are presented in the following graphs.

[removed: ][added: ]

Our Bank segment reflects the results of our banking operations, including the results of Raymond James Bank, a Florida-chartered state [removed: bank and Fed] member bank, and TriState Capital Bank, a Pennsylvania-chartered state [removed: bank, which was acquired on June 1, 2022 in our acquisition of TriState Capital Holdings, Inc. (“TriState Capital”).][added: member bank.]

We provide various types of loans, including securities-based loans (“SBL”), corporate loans (commercial and industrial (“C&I”), commercial real estate [removed: (“CRE”)] [added: (“CRE”),] and real estate investment trust (“REIT”) loans), residential mortgage loans, and tax-exempt loans.

We also provide Federal Deposit Insurance Corporation (“FDIC”)-insured deposit accounts, including to clients of our broker-dealer subsidiaries, and other [added: retail and corporate] deposit and liquidity management products and services.

As of September 30, [removed: 2022,] [added: 2023,] corporate and tax-exempt loans [added: held for investment] represented approximately [removed: 37%] [added: 35%] of the Bank segment’s total assets, and [removed: 73%] [added: 69%] of such loans were U.S. and Canadian syndicated loans.

The Bank segment’s investment portfolio is primarily comprised of agency mortgage-backed securities [removed: (“MBS”) and] [added: (“MBS”),] agency collateralized mortgage obligations [removed: (“CMOs”)] [added: (“CMOs”),] and [added: U.S. Treasury securities (“U.S. Treasuries”) and] is classified as available-for-sale.

[removed: The Bank segment’s] [added: Raymond James Bank’s] liabilities primarily consist of cash deposits, including [removed: those at Raymond James Bank that are primarily] [added: cash] swept from the investment accounts of PCG clients through the [removed: RJBDP, as well as those at TriState Capital Bank, which are primarily money market] [added: RJBDP] and [removed: interest-bearing checking accounts.][added: deposits in our newly launched Enhanced Savings Program (“ESP”), in which PCG clients may deposit cash in a FDIC-insured high-yield Raymond James bank account.]

[removed: The Bank segment’s] [added: Raymond James Bank’s and TriState Capital Bank’s] liabilities also include borrowings from the Federal Home Loan Bank (“FHLB”).

The following graph details the composition of our Bank segment’s total assets as of September 30, [removed: 2022.][added: 2023.]

Bank Segment Total Assets — [removed: $56.74] [added: $60.04] billion

[removed: ][added: ]

Our Other segment includes [added: interest income on certain corporate cash balances,] our private equity investments, which predominantly consist of investments in third-party funds, [removed: interest income on] certain [added: other] corporate [removed: cash balances, certain acquisition-related expenses, primarily comprised of professional fees,] [added: investing activity,] and certain corporate overhead costs of [removed: RJF,] [added: RJF that are not allocated to other segments,] including the interest costs on our public debt and any losses on extinguishment of such [removed: debt.][added: debt, certain provisions for legal and regulatory matters, and certain acquisition-related expenses.]

Our “associates” (which include our employee financial advisors and all of our other employees) and our independent contractor financial advisors (which we call our “independent advisors”) are vital to our [removed: success in the financial services industry.][added: success.]

As a human capital-intensive business, our ability to attract, develop, and retain exceptional [removed: and diverse] associates and independent advisors is critical, not only in the current competitive labor market, but also to our long-term success.

As of September 30, [removed: 2022,] [added: 2023,] we had approximately [removed: 17,000] [added: 18,000] associates (including [removed: 3,638] [added: 3,693] employee financial advisors) and [removed: 5,043] [added: 5,019] independent advisors.

However, the vast majority of our associates are located in the U.S. Of our global associates, 44% self-identify as women, and among our U.S.-based associates, [removed: 19%] [added: 21%] self-identify as [removed: ethnically diverse.][added: people of color.]

Our pledge to clients, to our advisors, and to all our [removed: other] associates is that:

One way in which we measure the health of our culture is through firmwide [removed: short] and targeted surveys in which we routinely ask our associates about their experiences at the firm.

We are [added: also] committed to maintaining a [removed: diverse workforce,] [added: workforce that is reflective of our client base] and [removed: an inclusive] [added: the communities in which we work, as well as a] work environment [added: that] is a natural extension of our culture.

[removed: In] [added: Through] our [removed: recruiting efforts,] [added: diversity, equity, and inclusion strategy,] we seek to [removed: identify] [added: attract] a [removed: diverse] [added: diverse, qualified] group of candidates for each role we seek to fill.

[removed: We have firmwide and business unit-specific diversity and inclusion] [added: Those] networks, which are open to all [removed: professionals at] [added: associates across] the [removed: firm and] [added: firm,] are designed to promote and advance inclusion, understanding, and [removed: belonging.][added: belonging for members and allies.]

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Our Asset Management segment also earns asset management and related administrative fees through services provided by Raymond James Trust, N.A. (“RJ Trust”) and Raymond James Trust Company of New Hampshire (“RJTCNH”).

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Deposits at TriState Capital Bank are primarily retail and corporate money market deposits, including RJBDP sweep deposits, and interest-bearing demand deposits.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

It is important to us to maintain a strong commitment to a workplace environment that attracts talented candidates who reflect the skills and experiences required to meet our clients’ needs and are drawn from the entire available talent pool.

This reflects an increase of approximately 1,000 associates compared to the prior year, primarily due to continued growth, as well as lower attrition, across the firm.

In addition, we provide various structured mentoring programs which are available to associates throughout the firm in addition to certain mentoring programs that are provided in connection with our firmwide inclusion networks.

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Retaining associates, including financial advisors, and their clients, is a key component of our “Service 1st” philosophy and critical to the success of our business.

Compensation and benefits

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

We continue to experience an unprecedented and dramatic increase in the pace of rulemaking affecting financial and public company regulation and supervision, as well as a high degree of scrutiny from various regulators.

Recent events impacting the financial services industry, including the failure of certain banks during our fiscal year 2023, have resulted in and may continue to result in changes to regulations applicable to bank holding companies.

Regulatory, supervisory, and investigatory activity has increased, and we expect it to continue to increase.

Penalties and fines imposed by regulatory and other governmental authorities have also been substantial and growing in recent years.

These changes in, as well as any further expansion of, business regulations could result in increased compliance costs.

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In addition, we conduct a “matched book” derivatives business where we may enter into interest rate derivative transactions with clients.

In this matched book business, for every derivative transaction we enter into with a client, we enter into an offsetting derivative transaction with a credit support provider that is a third-party financial institution.

It is important to us to maintain a strong commitment to diversity and inclusion.

The growth in the number of associates compared to the prior year was due in part to our acquisitions completed during fiscal 2022.

Diversity, equity, and inclusion

We are committed to ensuring that all our associates feel welcomed, valued, respected, and heard, so that they can fully contribute their unique talents for the benefit of their careers, our clients, our firm, and our communities.

Our diversity strategy is centered on three pillars: the workplace, the workforce, and the community.

These networks also host various events and conferences to educate and provide avenues for all associates and independent advisors to contribute to an inclusive work environment, and offer mentorship opportunities to our associates.

In order to continue to promote and advance inclusion, we have recently launched or expanded certain programs, such as:

- the Pride Financial Advisor Network, which provides support and resources for LGBTQ+ advisors through educational programs, interactive networking and business development opportunities;

- the Encore Inclusion Network, which provides support and opportunities for the growing mature workforce; and

- the Veteran Financial Advisors Network, which is dedicated to supporting armed services veterans in the development of their careers as financial advisors.

We also invest in community-supporting organizations that are dedicated to improving the lives of diverse individuals.

Our firmwide diversity, equity, and inclusion advisory council stewards the firm’s efforts and provides guidance on priorities.

This council is composed of associate representatives from all areas of our business and across geographic locations.

In all of our diversity efforts, we strive to create opportunities for allies of diverse communities to participate, contribute, and grow.

We believe that to truly achieve all of the benefits of having a diverse and inclusive workforce, all associates and advisors need to be engaged in these discussions.

Compensation

Additionally, following our return to office from the COVID-19 pandemic, we have offered more workplace flexibility to our associates as we continue to evaluate our long-term workplace strategy.

After successfully implementing business continuity protocols at the onset of the COVID-19 pandemic, and the following period of working remotely, we implemented our return to office strategy during our fiscal second quarter of 2022.

We have offered more workplace flexibility to our associates as we continue to evaluate our long-term workplace strategy.

We continue to experience a period of notable changes in financial regulation and supervision.

See “Item 1A - Risk Factors” of this Form 10-K for more information.

On August 25, 2022, the SEC adopted the final “pay-for-performance” rule mandated by the Dodd-Frank Act.

Among other disclosure requirements, the rule requires companies to disclose the relationships among named executive officer compensation “actually paid,” total shareholder return and certain financial performance measures that the company uses to link compensation to company performance for its five most recent fiscal years.

The rule will first apply to disclosures in our proxy statement for the 2024 annual shareholders meeting.

On May 5, 2022, federal banking regulators requested comment on a joint notice of proposed rulemaking on the CRA.

Until the proposed rulemaking is final and effective, Raymond James Bank and TriState Capital Bank will continue to operate under the CRA regulations currently in effect.

At this time, it is uncertain what effect the impending CRA regulations will have on Raymond James Bank, TriState Capital Bank, and other depositories with respect to their CRA activities.

The Department of Labor (“DOL”) has also reinstated the historical “five-part test” for determining who is an investment advice “fiduciary” when dealing with certain retirement plans and accounts.

In addition, the DOL is expected to amend the five-part test by the end of 2023 so that the fiduciary standard would apply to a broader range of client relationships.

Imposing such a new standard of care on additional client relationships could result in incremental costs for our business and we are evaluating how these regulatory changes may further impact our business.

Among other requirements, BaFin requires Raymond James Corporate Finance

New regulations under the statute have not yet been published.

through September 2024) for various provisions.

Central banks and regulators in the U.S. and other jurisdictions are working to implement the transition from the London Interbank Offered Rate (“LIBOR”) to replacement interest rate benchmarks.

On March 5, 2021, the FCA, which regulates LIBOR, announced it would cease publication of the less commonly used tenors after December 31, 2021, while it would cease publication of the most commonly used U.S. dollar LIBOR tenors after June 30, 2023.

As a result, U.S. federal banking agencies issued guidance strongly encouraging institutions to cease entering into contracts that reference LIBOR as soon as practicable, and no later than December 31, 2021.

There have been several pronouncements released during our fiscal year ended September 30, 2022 that have provided additional guidance related to the transition away from LIBOR and reduced uncertainty across the industry, including the International Swaps and Derivatives Association (ISDA) Fallback Protocol, the Adjustable Interest Rate (LIBOR) Act, and a proposal released by the Fed.

Consistent with the preceding guidance, as of December 31, 2021, we phased out the use of LIBOR as a reference rate in new financial instruments and converted our FHLB borrowings and SBL from LIBOR-based interest rates to Secured Overnight Financing Rate\-based interest rates, resulting in an insignificant impact on interest income, interest expense, and cash flows.

The level of litigation and investigatory activity (both formal and informal) by government and self-regulatory agencies in the financial services industry [added: continues to be significant.]

See Note 19 of the Notes to Consolidated Financial Statements of this Form 10-K for additional information regarding legal and regulatory [removed: matter] [added: matters] contingencies, and refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical accounting estimates” in the section “Loss provisions for legal and regulatory matters” and Note 2 of the Notes to Consolidated Financial Statements of this Form 10-K for information on our criteria for establishing accruals.

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

continues to be significant.

For the fiscal year ended September 30, [removed: 2022][added: 2023]

As of March 31, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant computed by reference to the price at which the common stock was last sold was [removed: $20,595,928,727.][added: $17,870,737,940.]

The number of shares outstanding of the registrant’s common stock as of November 17, [removed: 2022] [added: 2023] was [removed: 215,063,590.][added: 208,606,759.]

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held February [removed: 23, 2023] [added: 22, 2024] are incorporated by reference into Part III.

| Item 1. | | | | | | Business | | | [removed: [3](#i50879245508b4d3382e6138f77393d6b_13)] [added: [3](#i344a1a14bda742dcaca6ee5b5da3defc_13)] | | |

| Item 1A. | | | | | | Risk factors | | | [removed: [21](#i50879245508b4d3382e6138f77393d6b_55)] [added: [20](#i344a1a14bda742dcaca6ee5b5da3defc_55)] | | |

| Item 1B. | | | | | | Unresolved staff comments | | | [removed: [35](#i50879245508b4d3382e6138f77393d6b_157)] [added: [35](#i344a1a14bda742dcaca6ee5b5da3defc_163)] | | |

| Item 3. | | | | | | Legal proceedings | | | [removed: [35](#i50879245508b4d3382e6138f77393d6b_163)] [added: [36](#i344a1a14bda742dcaca6ee5b5da3defc_169)] | | |

| Item 4. | | | | | | Mine safety disclosures | | | [removed: [36](#i50879245508b4d3382e6138f77393d6b_166)] [added: [36](#i344a1a14bda742dcaca6ee5b5da3defc_175)] | | |

| Item 5. | | | | | | Market for registrant’s common equity, related shareholder matters and issuer purchases of equity securities | | | [removed: [36](#i50879245508b4d3382e6138f77393d6b_172)] [added: [36](#i344a1a14bda742dcaca6ee5b5da3defc_181)] | | |

| Item 7. | | | | | | Management’s discussion and analysis of financial condition and results of operations | | | [removed: [38](#i50879245508b4d3382e6138f77393d6b_178)] [added: [38](#i344a1a14bda742dcaca6ee5b5da3defc_187)] | | |

| Item 7A. | | | | | | Quantitative and qualitative disclosures about market risk | | | [removed: [78](#i50879245508b4d3382e6138f77393d6b_298)] [added: [79](#i344a1a14bda742dcaca6ee5b5da3defc_307)] | | |

| Item 8. | | | | | | Financial statements and supplementary data | | | [removed: [79](#i50879245508b4d3382e6138f77393d6b_301)] [added: [80](#i344a1a14bda742dcaca6ee5b5da3defc_310)] | | |

| Item 9. | | | | | | Changes in and disagreements with accountants on accounting and financial disclosure | | | [removed: [164](#i50879245508b4d3382e6138f77393d6b_421)] [added: [164](#i344a1a14bda742dcaca6ee5b5da3defc_466)] | | |

| Item 9A. | | | | | | Controls and procedures | | | [removed: [164](#i50879245508b4d3382e6138f77393d6b_424)] [added: [164](#i344a1a14bda742dcaca6ee5b5da3defc_469)] | | |

| Item 9B. | | | | | | Other information | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_430)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_475)] | | |

| Item 9C. | | | | | | Disclosure regarding foreign jurisdictions that prevent inspections | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_433)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_478)] | | |

| Item 10. | | | | | | Directors, executive officers and corporate governance | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_439)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_484)] | | |

| Item 11. | | | | | | Executive compensation | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_442)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] | | |

| Item 12. | | | | | | Security ownership of certain beneficial owners and management and related shareholder matters | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_442)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] | | |

| Item 13. | | | | | | Certain relationships and related transactions, and director independence | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_442)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] | | |

| Item 14. | | | | | | Principal accountant fees and services | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_442)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_487)] | | |

| Item 15. | | | | | | Exhibits and financial statement schedules | | | [removed: [168](#i50879245508b4d3382e6138f77393d6b_448)] [added: [166](#i344a1a14bda742dcaca6ee5b5da3defc_493)] | | |

| Item 16. | | | | | | Form 10-K summary | | | [removed: [170](#i50879245508b4d3382e6138f77393d6b_451)] [added: [168](#i344a1a14bda742dcaca6ee5b5da3defc_496)] | | |

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

| Item 2. | | | | | | Properties | | | [35](#i344a1a14bda742dcaca6ee5b5da3defc_166) | | |

| Item 6. | | | | | | Reserved | | | [37](#i344a1a14bda742dcaca6ee5b5da3defc_184) | | |

| | | | | | | Signatures | | | [169](#i344a1a14bda742dcaca6ee5b5da3defc_499) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock | | | RJF PrA | | | New York Stock Exchange | | |

| Item 2. | | | | | | Properties | | | [35](#i50879245508b4d3382e6138f77393d6b_160) | | |

| Item 6. | | | | | | Reserved | | | [37](#i50879245508b4d3382e6138f77393d6b_175) | | |

| | | | | | | Signatures | | | [171](#i50879245508b4d3382e6138f77393d6b_454) | | |

We conduct certain operations from our owned facility in Southfield, Michigan, comprising approximately 90,000 square feet, and operate a 40,000 square foot information technology data center [added: primarily] on land [added: that] we own in the Denver, Colorado area.

- We occupy leased space of approximately [removed: 250,000 square feet in Memphis, along with approximately 185,000 square feet in New York City, 70,000 square feet in Pittsburgh, 70,000 square feet in Chicago,] [added: 90,000] and [removed: 30,000] [added: 80,000] square feet in [removed: Denver,] [added: Toronto and Vancouver, respectively, along] with other office and branch locations throughout [removed: the U.S.;][added: Canada; and]

- We occupy leased space of approximately [removed: 80,000 and 85,000] [added: 75,000] square feet in [removed: Vancouver and Toronto, respectively,] [added: London,] along with other office [removed: and branch] locations [removed: throughout Canada;][added: in the U.K. and Germany.]

We regularly monitor the facilities we own or occupy to ensure that they suit our needs, particularly as we [removed: introduce more flexibility in work location for] [added: expand] our [removed: associates.][added: in-office, hybrid, and remote work options.]

See [removed: Note] [added: Notes] 2 and [removed: Note] 14 of the Notes to Consolidated Financial Statements of this Form 10-K for information regarding our lease obligations.

- We occupy leased space in major metropolitan areas throughout the U.S. which is used to provide services across our various businesses or in certain cases to provide corporate services outside of our principal location in St. Petersburg, Florida, including approximately 250,000 square feet in Memphis, 185,000 square feet in New York City, 90,000 square feet in Pittsburgh, 70,000 square feet in Chicago, 60,000 square feet in Houston, and 50,000 square feet in Boston;

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

- We occupy leased space of approximately 75,000 square feet in London, along with other office locations in Germany.

Our common stock is traded on the NYSE under the symbol “RJF.” As of November 17, [removed: 2022,] [added: 2023,] we had [removed: 346] [added: 343] holders of record of our common stock.

We did not have any sales of unregistered securities for the fiscal years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

The following table presents information on our purchases of our own stock, on a monthly basis, for the [removed: twelve months] [added: year] ended September 30, [removed: 2022.][added: 2023.]

In December [removed: 2021,] [added: 2022,] the Board of Directors authorized repurchase of our common stock in an aggregate amount of up to [removed: $1] [added: $1.5] billion, which replaced the previous authorization.

In the preceding table, the total number of shares purchased includes shares purchased pursuant to the Restricted Stock Trust Fund, which was established to acquire our common stock in the open market and used to settle restricted stock units [removed: (“RSUs”)] granted as a retention vehicle for certain employees of our wholly-owned Canadian subsidiaries.

For more information on this trust fund, see [removed: Note] [added: Notes] 2 and [removed: Note] 10 of the Notes to Consolidated Financial Statements of this Form 10-K.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| October 1, 2022 – October 31, 2022 | | | 358,103 | | | | | | $ | 105.94 | | | | | 354,313 | | | | | | $800 | | |

| November 1, 2022 – November 30, 2022 | | | 78,798 | | | | | | $ | 120.60 | | | | | — | | | | | | $800 | | |

| December 1, 2022 – December 31, 2022 | | | 937,747 | | | | | | $ | 106.64 | | | | | 937,737 | | | | | | $1,400 | | |

| First quarter | | | 1,374,648 | | | | | | $ | 107.26 | | | | | 1,292,050 | | | | | | | | |

| January 1, 2023 – January 31, 2023 | | | 53,430 | | | | | | $ | 114.90 | | | | | — | | | | | | $1,400 | | |

| February 1, 2023 – February 28, 2023 | | | 13,586 | | | | | | $ | 113.49 | | | | | — | | | | | | $1,400 | | |

| March 1, 2023 – March 31, 2023 | | | 3,745,485 | | | | | | $ | 93.45 | | | | | 3,745,388 | | | | | | $1,050 | | |

| Second quarter | | | 3,812,501 | | | | | | $ | 93.82 | | | | | 3,745,388 | | | | | | | | |

| April 1, 2023 – April 30, 2023 | | | 111,500 | | | | | | $ | 89.67 | | | | | 111,500 | | | | | | $1,040 | | |

| May 1, 2023 – May 31, 2023 | | | 2,069,035 | | | | | | $ | 87.79 | | | | | 2,069,035 | | | | | | $858 | | |

| June 1, 2023 – June 30, 2023 | | | 1,135,079 | | | | | | $ | 95.55 | | | | | 1,133,895 | | | | | | $750 | | |

| Third quarter | | | 3,315,614 | | | | | | $ | 90.51 | | | | | 3,314,430 | | | | | | | | |

| July 1, 2023 – July 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $750 | | |

| August 1, 2023 – August 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $750 | | |

| September 1, 2023 – September 30, 2023 | | | 928 | | | | | | $ | 90.15 | | | | | — | | | | | | $750 | | |

| Fourth quarter | | | 928 | | | | | | $ | 90.15 | | | | | — | | | | | | | | |

| Fiscal year total | | | 8,503,691 | | | | | | $ | 95.43 | | | | | 8,351,868 | | | | | | | | |

| October 1, 2021 – October 31, 2021 | | | 1,305 | | | | | | $ | 94.47 | | | | | — | | | | | | $632 | | |

| November 1, 2021 – November 30, 2021 | | | 94,824 | | | | | | $ | 98.82 | | | | | — | | | | | | $632 | | |

| December 1, 2021 – December 31, 2021 | | | 145 | | | | | | $ | 98.90 | | | | | — | | | | | | $1,000 | | |

| First quarter | | | 96,274 | | | | | | $ | 98.76 | | | | | — | | | | | | | | |

| January 1, 2022 – January 31, 2022 | | | 787 | | | | | | $ | 109.57 | | | | | — | | | | | | $1,000 | | |

| February 1, 2022 – February 28, 2022 | | | 3,391 | | | | | | $ | 109.67 | | | | | — | | | | | | $1,000 | | |

| March 1, 2022 – March 31, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $1,000 | | |

| Second quarter | | | 4,178 | | | | | | $ | 109.65 | | | | | — | | | | | | | | |

| April 1, 2022 – April 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $1,000 | | |

| May 1, 2022 – May 31, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $1,000 | | |

| June 1, 2022 – June 30, 2022 | | | 1,137,660 | | | | | | $ | 88.01 | | | | | 1,136,347 | | | | | | $900 | | |

| Third quarter | | | 1,137,660 | | | | | | $ | 88.01 | | | | | 1,136,347 | | | | | | | | |

| July 1, 2022 – July 31, 2022 | | | 8,407 | | | | | | $ | 90.18 | | | | | — | | | | | | $900 | | |

| August 1, 2022 – August 31, 2022 | | | 298 | | | | | | $ | 106.45 | | | | | — | | | | | | $900 | | |

| September 1, 2022 – September 30, 2022 | | | 600,421 | | | | | | $ | 104.06 | | | | | 600,000 | | | | | | $838 | | |

| Fourth quarter | | | 609,126 | | | | | | $ | 103.87 | | | | | 600,000 | | | | | | | | |

| Fiscal year total | | | 1,847,238 | | | | | | $ | 93.85 | | | | | 1,736,347 | | | | | | | | |

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

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| --- | --- | --- | --- | --- | --- |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 185) | | | [removed: [80](#i50879245508b4d3382e6138f77393d6b_304)] [added: [81](#i344a1a14bda742dcaca6ee5b5da3defc_313)] | | |

[removed: | Consolidated Statements of Financial Condition | | | [83](#i50879245508b4d3382e6138f77393d6b_307) | | |][added: CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION]

| Consolidated Statements of Income and Comprehensive Income | | | [removed: [84](#i50879245508b4d3382e6138f77393d6b_310)] [added: [85](#i344a1a14bda742dcaca6ee5b5da3defc_319)] | | |

[removed: | Consolidated Statements of Changes in Shareholders’ Equity | | | [85](#i50879245508b4d3382e6138f77393d6b_313) | | |][added: CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY]

| Consolidated Statements of Cash Flows | | | [removed: [86](#i50879245508b4d3382e6138f77393d6b_316)] [added: [87](#i344a1a14bda742dcaca6ee5b5da3defc_325)] | | |

| Note 1 - Organization and basis of presentation | | | [removed: [88](#i50879245508b4d3382e6138f77393d6b_322)] [added: [89](#i344a1a14bda742dcaca6ee5b5da3defc_331)] | | |

| Note 2 - Summary of significant accounting policies | | | [removed: [88](#i50879245508b4d3382e6138f77393d6b_328)] [added: [89](#i344a1a14bda742dcaca6ee5b5da3defc_334)] | | |

| Note 4 - Fair value | | | [removed: [113](#i50879245508b4d3382e6138f77393d6b_340)] [added: [113](#i344a1a14bda742dcaca6ee5b5da3defc_361)] | | |

| Note 5 - Available-for-sale securities | | | [removed: [118](#i50879245508b4d3382e6138f77393d6b_343)] [added: [118](#i344a1a14bda742dcaca6ee5b5da3defc_364)] | | |

| Note 6 - Derivative assets and derivative liabilities | | | [removed: [121](#i50879245508b4d3382e6138f77393d6b_346)] [added: [121](#i344a1a14bda742dcaca6ee5b5da3defc_367)] | | |

| Note 7 - Collateralized agreements and financings | | | [removed: [123](#i50879245508b4d3382e6138f77393d6b_349)] [added: [123](#i344a1a14bda742dcaca6ee5b5da3defc_373)] | | |

| Note 8 - Bank loans, net | | | [removed: [125](#i50879245508b4d3382e6138f77393d6b_352)] [added: [125](#i344a1a14bda742dcaca6ee5b5da3defc_376)] | | |

| Note 9 - Loans to financial advisors, net | | | [removed: [132](#i50879245508b4d3382e6138f77393d6b_355)] [added: [132](#i344a1a14bda742dcaca6ee5b5da3defc_379)] | | |

| Note 10 - Variable interest entities | | | [removed: [132](#i50879245508b4d3382e6138f77393d6b_358)] [added: [132](#i344a1a14bda742dcaca6ee5b5da3defc_382)] | | |

| Note 11 - Goodwill and identifiable intangible assets, net | | | [removed: [134](#i50879245508b4d3382e6138f77393d6b_361)] [added: [133](#i344a1a14bda742dcaca6ee5b5da3defc_385)] | | |

| Note 13 - Property and equipment, net | | | [removed: [136](#i50879245508b4d3382e6138f77393d6b_367)] [added: [135](#i344a1a14bda742dcaca6ee5b5da3defc_391)] | | |

| [removed: Note 17 -] Senior notes payable | | | [removed: [140](#i50879245508b4d3382e6138f77393d6b_379)] | | | [added: 92 | | | | | | 93 | | | | | | 96 | | |]

| Note 19 - Commitments, contingencies and guarantees | | | [removed: [143](#i50879245508b4d3382e6138f77393d6b_385)] [added: [144](#i344a1a14bda742dcaca6ee5b5da3defc_421)] | | |

| Note 20 - Shareholders’ equity | | | [removed: [146](#i50879245508b4d3382e6138f77393d6b_388)] [added: [146](#i344a1a14bda742dcaca6ee5b5da3defc_424)] | | |

| Note 21 - Revenues | | | [removed: [149](#i50879245508b4d3382e6138f77393d6b_391)] [added: [149](#i344a1a14bda742dcaca6ee5b5da3defc_442)] | | |

| Note 22 - Interest income and interest expense | | | [removed: [152](#i50879245508b4d3382e6138f77393d6b_394)] [added: [152](#i344a1a14bda742dcaca6ee5b5da3defc_445)] | | |

| Note 23 - Share-based and other compensation | | | [removed: [152](#i50879245508b4d3382e6138f77393d6b_397)] [added: [152](#i344a1a14bda742dcaca6ee5b5da3defc_448)] | | |

| Note 24 - Regulatory capital requirements | | | [removed: [155](#i50879245508b4d3382e6138f77393d6b_403)] [added: [155](#i344a1a14bda742dcaca6ee5b5da3defc_451)] | | |

| Note 25 - Earnings per share | | | [removed: [157](#i50879245508b4d3382e6138f77393d6b_406)] [added: [157](#i344a1a14bda742dcaca6ee5b5da3defc_454)] | | |

| Note 26 - Segment information | | | [removed: [158](#i50879245508b4d3382e6138f77393d6b_412)] [added: [158](#i344a1a14bda742dcaca6ee5b5da3defc_460)] | | |

| Note 27 - Condensed financial information (parent company only) | | | [removed: [161](#i50879245508b4d3382e6138f77393d6b_415)] [added: [160](#i344a1a14bda742dcaca6ee5b5da3defc_463)] | | |

We have audited the accompanying consolidated statements of financial condition of Raymond James Financial, Inc. and subsidiaries (the Company) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income and comprehensive income, [removed: changes in] shareholders’ equity, and cash flows for each of the years in the [removed: three‑year] [added: three year] period ended September 30, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three year] period ended September 30, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in Note 2 and Note 8 to the consolidated financial statements, the Company’s allowance for credit losses on loans was [removed: $396] [added: $474] million as of September 30, [removed: 2022,] [added: 2023,] a portion of which related to the Raymond James Bank allowance for credit losses (ACL) on C&I, REIT and CRE portfolio segments evaluated on a collective basis (the collective ACL).

[removed: The collective ACL is a product of multiplying the Company’s estimates of] probability of default (PD), loss given default (LGD) and exposure at default.

After the reasonable and supportable forecast periods, for C&I and REIT portfolio segments, the Company reverts to historical loss information over a one-year period using a [added: straight-line reversion approach.]

We identified the assessment of the September 30, [removed: 2022] [added: 2023] collective ACL on Raymond James Bank loans related to the C&I, REIT and CRE portfolio segments as a critical audit matter.

Specifically, the assessment encompassed the evaluation of the September 30, [removed: 2022] [added: 2023] collective ACL methodology, including the methods and models used to estimate the PDs and LGDs and their significant assumptions.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the September 30, [removed: 2022] [added: 2023] collective ACL estimate on Raymond James Bank loans related to the C&I, REIT and CRE portfolio segments, including controls over the:

We evaluated the Company’s process to develop the September 30, [removed: 2022] [added: 2023] collective ACL estimate on Bank loans related to the C&I, REIT and CRE portfolio segments by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions.

We also assessed the sufficiency of the audit evidence obtained related to the September 30, [removed: 2022] [added: 2023] collective ACL estimate on Bank loans related to the C&I, REIT and CRE portfolio segments by evaluating the:

| Consolidated Statements of Changes in Shareholders’ Equity | | | [86](#i344a1a14bda742dcaca6ee5b5da3defc_322) | | |

| Note 3 - Acquisitions | | | [109](#i344a1a14bda742dcaca6ee5b5da3defc_343) | | |

| Note 12 - Other assets | | | [135](#i344a1a14bda742dcaca6ee5b5da3defc_388) | | |

| Note 14 - Leases | | | [136](#i344a1a14bda742dcaca6ee5b5da3defc_394) | | |

| Note 15 - Bank deposits | | | [137](#i344a1a14bda742dcaca6ee5b5da3defc_397) | | |

| Note 16 - Other borrowings | | | [138](#i344a1a14bda742dcaca6ee5b5da3defc_400) | | |

| Note 17 - Senior notes payable | | | [139](#i344a1a14bda742dcaca6ee5b5da3defc_412) | | |

| Note 18 - Income taxes | | | [140](#i344a1a14bda742dcaca6ee5b5da3defc_418) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The collective ACL is a product of multiplying the Company’s estimates of

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

| *$ in millions, except per share amounts* | | | | | | 2023 | | | | | | 2022 | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

| Redemption of preferred stock | | | | | | (41) | | | | | | — | | | | | | — | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

| Losses on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 98 | | |

| Purchase of Federal Reserve Bank stock | | | | | | (22) | | | | | | — | | | | | | — | | |

| Purchases of Federal Home Loan Bank stock, net | | | | | | (4) | | | | | | — | | | | | | — | | |

| Investment in solar tax credit equity investment | | | | | | (69) | | | | | | — | | | | | | — | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

| Redemption of preferred stock | | | | | | (40) | | | | | | — | | | | | | — | | |

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| Note 3 - Acquisitions | | | [107](#i50879245508b4d3382e6138f77393d6b_337) | | |

| Note 12 - Other assets | | | [136](#i50879245508b4d3382e6138f77393d6b_364) | | |

| Note 14 - Leases | | | [137](#i50879245508b4d3382e6138f77393d6b_370) | | |

| Note 15 - Bank deposits | | | [138](#i50879245508b4d3382e6138f77393d6b_373) | | |

| Note 16 - Other borrowings | | | [139](#i50879245508b4d3382e6138f77393d6b_376) | | |

| Note 18 - Income taxes | | | [141](#i50879245508b4d3382e6138f77393d6b_382) | | |

straight-line reversion approach.

The following are the primary procedures we performed to address this critical audit matter.

*The fair value measurement of a customer relationship intangible asset, bank loans, and core deposit intangible asset acquired in business combinations*

As discussed in Note 3 to the consolidated financial statements, on January 21, 2022, the Company completed the acquisition of Charles Stanley Group, PLC (Charles Stanley), and on June 1, 2022, the Company completed the acquisition of TriState Capital Holdings, Inc. (TriState Capital) and its wholly owned subsidiaries.

The Company accounted for these transactions as business combinations.

Accordingly, the purchase price attributable to these respective acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values.

In the Charles Stanley acquisition, the Company acquired a customer relationship intangible asset at a fair value of $65 million.

The fair value of the customer relationship intangible asset was based on a multi-period excess earnings approach that considered future period post-tax earnings and a discount rate.

In the TriState Capital acquisition, the Company acquired bank loans at a fair value of $11.5 billion, and a core deposit intangible asset at a fair value of $89 million.

The fair value of the core deposit intangible asset was based on the discounted cash flow approach, specifically the favorable source of funds method, that considered the servicing and interest costs of the acquired deposit base, an estimate of the cost associated with alternative funding sources, expected client attrition rates, deposit growth rates, and discount rate.

We identified the evaluation of the fair value measurements of the customer relationship intangible asset, bank loans, and core deposit intangible asset as a critical audit matter.

A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the fair value measurements due to significant measurement uncertainty.

Specifically, the assessment encompassed the evaluation of the (1) fair value measurement methodologies, and (2) customer relationship intangible asset fair value measurement key assumptions, including future period post-tax earnings and a discount rate; bank loans fair value measurement key assumptions, including the credit loss expectations and discount rate; and core deposit intangible asset fair value measurement key assumptions, including servicing and interest cost of the acquired deposit base, cost associated with alternative funding sources, expected client attrition rates, deposit growth rates, and discount rate.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s fair value measurements of the customer relationship intangible asset, bank loans, and core deposit intangible asset including controls over the (1) development of the overall fair value measurement methodologies, and (2) determination of the key assumptions used in the fair value estimates.

We evaluated the Company’s process to develop the fair value measurements of the customer relationship intangible asset, bank loans and core deposit intangible asset by testing certain sources of data, inputs, and assumptions that the Company used, and considered the relevance and reliability of such data, inputs, and assumptions.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the fair value measurement methodology for compliance with U.S. generally accepted accounting principles

- reviewing the underlying methodologies for the development of the key assumptions as compared to commonly applied industry valuation techniques as well as internal and external data

- evaluating the historical data for the future period post-tax earnings by comparing to internal data, and the discount rate by comparing to internal and publicly available data for the customer relationship intangible asset

- evaluating the credit loss expectations and discount rate by comparing to internal and publicly available data for the bank loans and

- evaluating the servicing cost, interest cost, and discount rate, by comparing to internal and publicly available data; the costs of alternative funding and client attrition rates by comparing to internal data, and the deposit growth rates by comparing to publicly available data for the core deposit intangible asset.

November 22, 2022

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| Reduction in workforce expenses | | | | | | — | | | | | | — | | | | | | 46 | | |

Reclassifications

We reclassified acquisition and disposition-related expenses which in prior years were reported separately as “Acquisition and disposition-related expenses” on our Consolidated Statements of Income and Comprehensive Income to the respective income statement line items that align with the nature of the expenses, including reclassifications to “Compensation, commissions, and benefits,” “Professional fees,” or “Other” expenses, as appropriate.

Prior years have been conformed to the current presentation.

In addition to the reclassifications discussed above, certain other prior period amounts have been reclassified to conform to the current period’s presentation.

Variable consideration is only included in

Available-for-sale securities are valued using valuation techniques that rely on observable market data.

We recognize revenue on these matched book derivatives on the transaction date, computed as the present value of the expected cash flows we expect to receive from the third-party financial institution over the life of the derivative.

The difference between the present value of these cash flows at

the date of inception and the gross amount potentially received is accreted to revenue over the term of the contract.

[removed: Other than as discussed above, there] [added: There] were no changes during the three months ended September 30, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

KPMG LLP, who audited and reported on our consolidated financial statements included in this report, has issued an attestation report on our internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] (included as follows).

We have audited Raymond James Financial, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated November [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion on those consolidated financial statements.

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November 21, 2023

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

Effective July 1, 2022, we completed our acquisition of SumRidge Partners.

Management has elected to exclude SumRidge Partners from our assessment of the effectiveness of our internal control over financial reporting as of September 30, 2022, as permitted by the SEC Staff guidance (see further information below).

As of September 30, 2022, management was in the process of integrating SumRidge Partners into our internal control over financial reporting.

Effective June 1, 2022 and July 1, 2022, we completed our acquisitions of TriState Capital and SumRidge Partners, respectively.

Consistent with guidance issued by the SEC staff that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded TriState Capital and SumRidge Partners from its assessment of the effectiveness of our internal control over financial reporting as of September 30, 2022.

TriState Capital constituted 19% of consolidated total assets as of September 30, 2022 and 1% and 2% of consolidated net revenues and consolidated net income, respectively, for our fiscal year ended September 30, 2022.

SumRidge Partners constituted 1% of consolidated total assets as of September 30, 2022 and less than 1% of both consolidated net revenues and consolidated net income for our fiscal year ended September 30, 2022.

Management’s basis for exclusion included one or more of the following factors applicable to each respective acquisition: the size of the acquisition relative to our pre-acquisition financial statements, the complexity of the acquired business, and the timing between the acquisition and our fiscal year end.

The Company acquired TriState Capital Holdings, Inc. and SumRidge Partners, LLC during the year ended September 30, 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, TriState Capital Holdings, Inc. and SumRidge Partners, LLC.

TriState Capital Holdings, Inc. constituted approximately 19% of consolidated total assets, approximately 1% of consolidated net revenues, and approximately 2% of consolidated net income, and SumRidge Partners, LLC constituted approximately 1% of consolidated total assets, and less than 1% of consolidated net revenues and consolidated net income included in the consolidated financial statements of the Company as of and for the year ended September 30, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TriState Capital Holdings, Inc. and SumRidge Partners, LLC.

November 22, 2022

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2023.

None.

The balance of the information required by Item 10 is incorporated herein by reference to the registrant’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders which will be filed with the SEC no later than 120 days after the close of the fiscal year ended September 30, [removed: 2022.][added: 2023.]

The information required by Items [removed: 11,] [added: 11 (excluding the information required by Item 402(v) of Regulation S-K),] 12, 13 and 14 is incorporated herein by reference to the registrant’s definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders which will be filed with the SEC no later than 120 days after the close of the fiscal year ended September 30, [removed: 2022.][added: 2023.]

| 3.1.1 | | | | | | [Amended [removed: and](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [Restated] [added: and Restated] Articles of Incorporation of Raymond James Financial, Inc. as filed with the Secretary of State of Florida [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [February] [added: on February] 28, [removed: 2022,](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [incorporated] [added: 2022, incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [3.1](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [to] [added: Exhibit 3.1 to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [Report] [added: Company’s Quarterly Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [10-Q,](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [filed] [added: Form 10-Q, filed] with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm) [May] [added: on May] 9, 2022](https://www.sec.gov/Archives/edgar/data/720005/000072000522000027/ex312022033110q.htm). | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of Raymond James Financial, [removed: Inc., reflecting] [added: Inc.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm) [reflecting] amendments adopted by the Board of Directors [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000522000054/rjfby-lawsxamendedrestat.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)] [August [removed: 24, 2022,](https://www.sec.gov/Archives/edgar/data/720005/000072000522000054/rjfby-lawsxamendedrestat.htm) [incorporated] [added: 2](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[1](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[, incorporated] by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission [removed: on](https://www.sec.gov/Archives/edgar/data/720005/000072000522000054/rjfby-lawsxamendedrestat.htm) [August 30, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000054/rjfby-lawsxamendedrestat.htm)] [added: on August](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm) [25](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000068/rjfbylaws08212023amended.htm)] | | |

| 4.1 | | | | | | [Description of Capital [removed: Stock.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex412022093010k.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex412023093010k.htm)] | | |

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

| 4.3 | | | | | | [Deposit Agreement among TriState Capital Holdings, Inc., Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to [removed: 6.75%] [added: 6.375%] Fixed-to-Floating Rate Series [removed: A] [added: B] Non-Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex41.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex43.htm)] | | |

| 4.4 | | | | | | [Form of First Amendment to Deposit Agreement among Raymond James Financial, Inc., TriState Capital Holdings, Inc., Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to [removed: 6.75%] [added: 6.375%] Fixed-to-Floating Rate Series [removed: A] [added: B] Non-Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex42.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)] | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Form of Depositary Receipt—Series [removed: A] [added: B] (included as part of Exhibit [removed: 4.4).](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex42.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)[4](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)[).](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm)] | | |

| [removed: 10.1] [added: 10.6] | | | [added: *] | | | [removed: [Mortgage Agreement, dated as] [added: [Amended and Restated Form] of [removed: December 13, 2002,] [added: Director and Officer Indemnification Agreement,] incorporated by reference to Exhibit [removed: 10.10] [added: 10.1] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K,] [added: 8-K,] filed with the Securities and Exchange Commission on [removed: December 23, 2002.](http://www.sec.gov/Archives/edgar/data/720005/000072000502000028/k1002a.htm)] [added: March 6, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000025/exhibit101_rjfdoindemnific.htm)] | | |

| [removed: 10.2] [added: 10.1] | | | | | | [Stock Purchase Agreement, dated January 11, 2012, between Raymond James Financial, Inc. and Regions Financial Corporation (excluding certain exhibits and schedules), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 12, 2012.](http://www.sec.gov/Archives/edgar/data/720005/000119312512010236/d281903dex1019.htm) | | |

| [removed: 10.3.1] [added: 10.3] | | | * | | | [removed: [Raymond James Financial, Inc. Amended] [added: [Amended] and Restated [removed: 2012 Stock] [added: Raymond James Financial Long-Term] Incentive [removed: Plan (as amended through February 20, 2020),] [added: Plan, effective August 22, 2018,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.9] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K,] [added: 10-K,] filed with the Securities [removed: and] Exchange Commission on [removed: February 24, 2020.](http://www.sec.gov/Archives/edgar/data/720005/000072000520000017/ex10102202020ar2012sto.htm)] [added: November 21, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex109_ltipamendmentx2018xf.htm)] | | |

| [removed: 10.3.2] [added: 10.2.2] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Employee Director under 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2012.](http://www.sec.gov/Archives/edgar/data/720005/000072000512000056/ex10_25.htm) | | |

| [removed: 10.3.3] [added: 10.2.3] | | | * | | | [Form of Stock Option Agreement under 2012 Stock Incentive Plan, as revised and approved on August 21, 2013, incorporated by reference to Exhibit 10.16.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, 2013.](http://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10163_2013930x10k.htm) | | |

| [removed: 10.3.4] [added: 10.2.4] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Bonus Award (Employee/Independent Contractor) under 2012 Stock Incentive Plan, as revised and approved on August 21, 2013, incorporated by reference to Exhibit 10.16.4 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on November 26, 2013.](http://www.sec.gov/Archives/edgar/data/720005/000072000513000089/rjf-ex10164_2013930x10k.htm) | | |

| [removed: 10.3.5] [added: 10.2.5] | | | * | | | [Form of Stock Option Agreement under 2012 Stock Incentive Plan, as revised and approved on November 20, 2013, incorporated by reference to Exhibit 10.23 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1023_20131231x10q.htm) | | |

| [removed: 10.3.6] [added: 10.2.6] | | | * | | | [Form of Restricted Stock Unit Agreement for Non-Bonus Award under 2012 Stock Incentive Plan, as revised and approved on November 20, 2013, incorporated by reference to Exhibit 10.24 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 7, 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000012/rjf-ex1024_20131231x10q.htm) | | |

| [removed: 10.3.7] [added: 10.2.7] | | | | | | [Raymond James Financial, Inc. 2012 Stock Incentive Plan Sub-Plan for French Employees with Form of Restricted Stock Unit Agreement, adopted and approved on February 20, 2014, incorporated by reference to Exhibit 10.16.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2014.](http://www.sec.gov/Archives/edgar/data/720005/000072000514000032/rjf-ex10169_20140331x10q.htm) | | |

| [removed: 10.3.8] [added: 10.2.9] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Non-Bonus [removed: Award for Mr. Paul C. Reilly,] [added: Award,] first used for awards granted on November 29, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit101_formreillyrsuno.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit103_formrsunon-bonu.htm)] | | |

| [removed: 10.3.9] [added: 10.2.8] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Non-Bonus Award for Canadian Employees, first used for awards granted on November 29, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit102_formcanadianrsu.htm) | | |

| [removed: 10.3.10] [added: 10.2.11] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for [removed: Non-Bonus Award,] [added: Stock Bonus Award (time-based vesting),] first used for awards granted on [removed: November 29,] [added: December 14,] 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December [removed: 6, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000091/exhibit103_formrsunon-bonu.htm)] [added: 20, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit103_formrsubonustim.htm)] | | |

| [removed: 10.3.11] [added: 10.2.10] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (time-based vesting) for Canadian Employees, first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit102_formcanadianrsu.htm) | | |

| [removed: 10.3.12] [added: 10.2.13] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award [removed: (time-based] [added: (performance-based] vesting), first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit [removed: 10.3] [added: 10.6] to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit103_formrsubonustim.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit106_formrsubonusper.htm)] | | |

| [removed: 10.3.13] [added: 10.2.12] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based vesting) for Canadian Employees, first used for awards granted on December 14, 2018, under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 20, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit105_formcanadianrsu.htm) | | |

| [removed: 10.3.14] [added: 10.2.14] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Stock Bonus Award (performance-based [removed: vesting), first used for awards granted on December 14, 2018,] [added: vesting with rTSR)] under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit [removed: 10.6] [added: 10.3] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed with the Securities and Exchange Commission on [removed: December 20, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000096/exhibit106_formrsubonusper.htm)] [added: February 8, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000010/ex1032021123110q.htm)] | | |

| [removed: 10.3.15] [added: 10.2.15] | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for [removed: Stock Bonus] [added: Special Retention] Award (performance-based vesting with rTSR) [added: for Mr. Paul C. Reilly] under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q,] [added: 8-K,] filed with the Securities and Exchange Commission on [removed: February 8, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000010/ex1032021123110q.htm)] [added: December 19, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000070/ex101formspecialretentionp.htm)] | | |

| 10.4 | | | * | | | [removed: [Amended] [added: [Raymond James Financial, Inc. Amended] and Restated [removed: Raymond James Financial Long-Term Incentive] [added: Voluntary Deferred Compensation] Plan, effective [removed: August 22, 2018,] [added: May 17, 2017,] incorporated by reference to Exhibit [removed: 10.9] [added: 10.12] to the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission on November 21, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex109_ltipamendmentx2018xf.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex1012_amendedraymondxjame.htm)] | | |

| 10.5 | | | * | | | [removed: [Raymond] [added: [Amended and Restated Raymond] James Financial, Inc. [removed: Amended and Restated Voluntary Deferred Compensation] [added: 2003 Employee Stock Purchase] Plan, [removed: effective May 17, 2017,] incorporated by reference to [removed: Exhibit 10.12] [added: Appendix A] to the Company’s [added: Definitive Proxy Statement for the] Annual [removed: Report on Form 10-K,] [added: Meeting of Shareholders held February 28, 2019,] filed with the Securities [added: and] Exchange Commission on [removed: November 21, 2018.](http://www.sec.gov/Archives/edgar/data/720005/000072000518000083/ex1012_amendedraymondxjame.htm)] [added: January 17, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000004/rjf_proxystmtx9302018.htm#s3548bd77792e48a088048b5dd87cf3e1)] | | |

| [removed: 10.6] [added: 10.2.1] | | | * | | | [removed: [Amended and Restated Raymond] [added: [Raymond] James Financial, Inc. [removed: 2003 Employee] [added: Amended and Restated 2012] Stock [removed: Purchase Plan,] [added: Incentive Plan (as amended through February 2](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[, 202](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[3](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[),] incorporated by reference [removed: to Appendix A to] [added: to](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [Appendix B](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [to] the [removed: Company’s Definitive] [added: Company’s](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [Definitive] Proxy Statement for the Annual Meeting of Shareholders held February [removed: 28, 2019, filed] [added: 23, 2023](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[,](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [filed] with the Securities and Exchange Commission [removed: on January 17, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000004/rjf_proxystmtx9302018.htm#s3548bd77792e48a088048b5dd87cf3e1)] [added: on](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm) [January 11](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)[.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000011/a2023raymondjamesnps.htm)] | | |

| [removed: 10.7.1] [added: 10.7] | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: February 19, 2019,] [added: April 6, 2023,] among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, [removed: N.A.,] [added: N.A,] incorporated by reference to Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: February 22, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000019/ex101creditagreementraym.htm)] [added: April 12, 2023.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000037/ex101rjamendedandrestate.htm)] | | |

| 21 | | | | | | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex212022093010k.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex212023093010k.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex232022093010k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex232023093010k.htm)] | | |

| 31.1 | | | | | | [Certification of Paul C. Reilly pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex3112022093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex3112023093010k.htm)] | | |

| 31.2 | | | | | | [Certification of Paul M. Shoukry pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex3122022093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex3122023093010k.htm)] | | |

| 32 | | | | | | [Certification of Paul C. Reilly and Paul M. Shoukry pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000066/ex322022093010k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/720005/000072000523000079/ex322023093010k.htm)] | | |

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| RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |

| 10.2.16 | | | * | | | [Form of Restricted Stock Unit Award Notice and Agreement for Special Retention Award (time-based vesting) for Mr. Paul C. Reilly under the Amended and Restated 2012 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 19, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000072000522000070/ex102formspecialretentionr.htm) | | |

| 4.5 | | | | | | [Deposit Agreement among TriState Capital Holdings, Inc., Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex43.htm) | | |

| 4.6 | | | | | | [Form of First Amendment to Deposit Agreement among Raymond James Financial, Inc., TriState Capital Holdings, Inc., Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein relating to 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, 2022.](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm) | | |

| 4.8 | | | | | | [Form of Depositary Receipt—Series B (included as part of Exhibit 4.6).](https://www.sec.gov/Archives/edgar/data/720005/000119312522163765/d361652dex44.htm) | | |

| 10.7.2 | | | | | | [First Amendment to Credit Agreement, dated as of May 23, 2019, among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000063/ex101_firstamendmenttoc.htm) | | |

| 10.7.3 | | | | | | [Second Amendment to Credit Agreement, dated as of May 27, 2020, among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2020.](http://www.sec.gov/Archives/edgar/data/720005/000072000520000041/ex10120200630-10qrjf.htm) | | |

| 10.7.4 | | | | | | [Third Amendment to Credit Agreement, dated as of April 19, 2021, among Raymond James Financial, Inc., Raymond James & Associates, Inc., the Lenders party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2021.](http://www.sec.gov/Archives/edgar/data/720005/000072000521000027/thirdamendmenttocreditag.htm) | | |

| 10.8 | | | * | | | [Amended and Restated Form of Director and Officer Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 6, 2019.](http://www.sec.gov/Archives/edgar/data/720005/000072000519000025/exhibit101_rjfdoindemnific.htm) | | |

| 10.9 | | | | | | [Support Agreement, dated October 20, 2021, by and among James F. Getz, Brian S. Fetterolf, Raymond James Financial, Inc., Macaroon One LLC and, solely for purposes of the last sentence of Section 9 thereof, TriState Capital Holdings, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021.](http://www.sec.gov/Archives/edgar/data/720005/000119312521308159/d219141dex101.htm) | | |

| 10.10 | | | | | | [Support Agreement, dated October 20, 2021, by and among T-VIII PubOpps LP, Raymond James Financial, Inc., Macaroon One LLC and, solely for purposes of the last sentence of Section 9 and Section 10(c) thereof, TriState Capital Holdings, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021.](http://www.sec.gov/Archives/edgar/data/720005/000119312521308159/d219141dex102.htm) | | |

[added: |] RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES [added: | | | [Index](#i344a1a14bda742dcaca6ee5b5da3defc_7) | | |]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on the [removed: 22nd] [added: 21st] day of [removed: November, 2022.][added: November 2023.]

| /s/ PAUL C. REILLY | | | Chair and Chief Executive Officer (Principal Executive Officer) and Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ PAUL M. SHOUKRY | | | Chief Financial Officer [removed: and Treasurer] (Principal Financial Officer) | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ JONATHAN W. OORLOG, JR. | | | Senior Vice President and [removed: Controller] [added: Chief Accounting Officer] (Principal Accounting Officer) | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ THOMAS A. JAMES | | | Chair Emeritus and Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ MARLENE DEBEL | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ ROBERT M. DUTKOWSKY | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ JEFFREY N. EDWARDS | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ BENJAMIN C. ESTY | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ ANNE GATES | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ GORDON L. JOHNSON | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ RODERICK C. MCGEARY | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ RAJ SESHADRI | | | Director | | | November [removed: 22, 2022] [added: 21, 2023] | | |

| | | | | | |

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| /s/ ART A. GARCIA | | | Director | | | November 21, 2023 | | |

| Art A. Garcia | | | | | | | | |

| /s/ RAYMOND W. MCDANIEL, JR. | | | Director | | | November 21, 2023 | | |

| Raymond W. McDaniel, Jr. | | | | | | | | |

| | | | | | | | | |

| /s/ SUSAN N. STORY | | | Director | | | November 22, 2022 | | |

| Susan N. Story | | | | | | | | |