Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

December 3, 2024

Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida

1-9109

59-1517485

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

880 Carillon Parkway

St. Petersburg

Florida

33716

(Address of principal executive offices)

(Zip Code)

(727) 567-1000

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


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

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

Emerging growth company ☐

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

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 3, 2024, Raymond James Financial, Inc. (the “Company”) announced that, in accordance with its previously-disclosed leadership succession plan, Paul C. Reilly, Chair of the Board of Directors (“Board”) and Chief Executive Officer (“CEO”), would step down as CEO, effective at the close of the Annual Shareholders Meeting of the Company to be held on February 20, 2025 and transition to an Executive Chair role for a period to be determined by the Board. Jeffrey N. Edwards will continue to serve as Lead Independent Director.

In addition, on December 3, 2024, the Board unanimously appointed President and director Paul M. Shoukry (41) to serve as CEO of the Company, effective upon Mr. Reilly’s transition.

In his role as President, Mr. Shoukry has been working closely with each of the Company’s business unit heads on numerous strategic and operational matters. As Chief Financial Officer until September 30, 2024, Mr. Shoukry was responsible since January 2020 for the overall financial management of the Company, including balance sheet management, financial reporting, investor relations, corporate development, corporate tax, cash management, regulatory reporting, and financial planning and analysis. He oversees the firm’s Bank segment and is a member of the Company’s Executive Committee. Previously, Mr. Shoukry served from February 2018 as treasurer and from January 2017 as senior vice president of finance and investor relations, overseeing the firm's capital and liquidity planning, stress testing, debt issuance, cash management, broker/dealer regulatory reporting, investor relations and financial planning and analysis functions. He is a member of the Company’s Asset-Liability Committee, Capital Planning Committee, Enterprise Risk Management Committee and Disclosure Committee. Mr. Shoukry, a vice president since July 2012, joined the Company in its Assistant to the Chairman program in 2010. Prior to joining the Company, Mr. Shoukry was a commercial banker and management consultant. He has also served since 2023 as a member of the board of directors of ReliaQuest, LLC, a privately-held cybersecurity technology company.

Mr. Shoukry graduated magna cum laude with bachelor’s and master’s degrees in accounting from The University of Georgia and holds an MBA from Columbia University. He is a Certified Public Accountant, a Certified Treasury Professional and holds Series 7 and 27 licenses.

There are no arrangements or understandings between Mr. Shoukry and any other person pursuant to which he was selected as an officer. Mr. Shoukry does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Christopher Shoukry, who is Paul M. Shoukry’s brother, serves as Director with Alex. Brown, a division of Raymond James & Associates, Inc., and was paid cash compensation during the period commencing October 1, 2023 to the present of $767,310 and LTIP contributions in the amount of $23,016.

The Compensation and Talent Committee of the Board will approve compensation arrangements for Mr. Reilly and Mr. Shoukry in connection with their respective new roles at a later date.

A copy of the press release issued by the Company in connection with the above is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:


Exhibit No.			Description
99.1			Press release, dated December 4, 2024, issued by Raymond James Financial, Inc.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


	RAYMOND JAMES FINANCIAL, INC.


Date: December 9, 2024	By:	/s/ Jonathan N. Santelli
		Jonathan N. Santelli
		Executive Vice President, General Counsel and
		Secretary


December 4, 2024						FOR IMMEDIATE RELEASE
						Media Contact: Steve Hollister, 727.567.2824
						Investor Contact: Kristina Waugh, 727.567.7654
						raymondjames.com/news-and-media/press-releases

RAYMOND JAMES FINANCIAL ANNOUNCES CEO TRANSITION

ST. PETERSBURG, Fla. - The Raymond James Financial, Inc. (NYSE: RJF) Board of Directors today announced the appointment of President Paul Shoukry to CEO of the company, effective February 20, 2025, completing the succession plan outlined in the March 2024 leadership announcement. At that time, Chair and CEO Paul Reilly will step down from his CEO responsibilities and become Executive Chair.

“Paul Reilly and the rest of the board fully agree the time is right to move forward with our long-term succession process,” said Jeff Edwards, Lead Independent Director. “Paul Shoukry is a gifted leader who is exceptionally qualified to partner with our strong senior leadership team. I know that he will build on the firm’s remarkable track record and legacy of world-class client service that began with Bob and Tom James and has flourished under Paul Reilly’s leadership. We are pleased that Paul Reilly will remain as a full-time Executive Chair, similar to how Tom and Bob James executed and supported their succession plans.”

“Reflecting his understanding and commitment to all of our businesses, Paul Shoukry has spent the months since our leadership change announcement traveling, meeting with and listening to hundreds of financial advisors and associates across the country,” said Reilly. “He has also been involved in virtually every critical meeting and decision I have made during this time, and this has only reinforced our appreciation for the attributes that made him an ideal CEO candidate. His wisdom, insightful perspective and acute understanding of our business combine with a commitment to a business grounded in both excellent client and advisor service. With Paul and our proven leadership team, I couldn’t be more confident in the future of the company.”

“Raymond James has an extraordinary history and has been built on time-tested values that we will always embrace. I am honored to have the trust and support of Paul, Tom James and the board and am excited about our future,” Shoukry said. “My confidence in our outlook lies in our people - our leadership team, the financial advisors and associates who are all aligned on our mission of helping clients achieve their financial objectives.”

About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,800 financial advisors. Total client assets are $1.54 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.

Forward Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future shareholder distributions. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

Cover Page	Dec. 03, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	RAYMOND JAMES FINANCIAL, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	1-9109
Entity Tax Identification Number	59-1517485
Entity Address, Address Line One	880 Carillon Parkway
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33716
City Area Code	727
Local Phone Number	567-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000720005
Amendment Flag	false
Common Stock, $.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RJF
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Trading Symbol	RJF PrB
Security Exchange Name	NYSE