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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 19, 2026
Date of Report (date of earliest event reported)
RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Florida | 1-9109 | 59-1517485 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | RJF | 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 5.07 Submission of Matters to a Vote of Security Holders
(a), (b) The Annual Meeting of Shareholders of the Company was held on February 19, 2026 (the “2026 Annual Meeting”). Proxies for the meeting were solicited by the Board of Directors (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board’s solicitations. At this meeting, the shareholders were requested to: (1) elect twelve members of the Board, (2) approve, on an advisory (non‑binding) basis, the compensation of our named executive officers as disclosed in the Company’s Definitive Proxy Statement for the 2026 Annual Meeting, filed with the Securities and Exchange Commission on January 7, 2026 (the “Proxy Statement”), (3) approve the Amended and Restated 2012 Stock Incentive Plan, (4) approve the Amended and Restated 2003 Employee Stock Purchase Plan and (5) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, all of which matters were described in the Proxy Statement. The following actions were taken by the Company’s shareholders with respect to each of the foregoing items:
1. Election of Directors. All twelve (12) nominees for director were elected by a majority of the votes cast. With respect to each nominee, there were 23,954,132 broker non-votes. The table below sets forth the voting results for each director.
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Director | | Votes Cast “For” | | Votes Cast “Against” | | Abstentions |
| Begor, Mark W. | | 160,220,869 | | 2,031,364 | | 178,245 |
Debel, Marlene | | 160,183,145 | | 1,470,426 | | 776,907 |
| Edwards, Jeffrey N. | | 155,332,129 | | 6,245,612 | | 852,737 |
| Esty, Benjamin C. | | 153,847,691 | | 7,735,279 | | 847,508 |
| Garcia, Art A. | | 156,213,628 | | 5,348,442 | | 868,408 |
| Gates, Anne | | 156,821,613 | | 4,878,310 | | 730,555 |
McDaniel, Raymond W., Jr. | | 159,778,546 | | 1,822,300 | | 829,632 |
McGeary, Roderick C. | | 157,549,373 | | 3,975,668 | | 905,437 |
| Mistarz, Cecily M. | | 160,032,035 | | 1,546,299 | | 852,144 |
Reilly, Paul C. | | 156,570,371 | | 5,637,914 | | 222,193 |
Seshadri, Raj | | 159,676,143 | | 1,813,280 | | 941,055 |
| Shoukry, Paul M. | | 160,412,403 | | 1,346,247 | | 671,828 |
2. Advisory vote on executive compensation. Our shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 94.74% of the votes cast. With respect to this proposal, there were 23,954,132 broker non-votes. The table below sets forth the voting results.
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Votes Cast “For” | | Votes Cast “Against” | | Abstentions |
| 152,570,409 | | 8,470,583 | | 1,389,486 |
3. To approve the Amended and Restated 2012 Stock Incentive Plan. Our shareholders approved the Amended and Restated 2012 Stock Incentive Plan by the affirmative vote of 95.32% of the votes cast. The table below sets forth the voting results, and there were 23,954,132 broker non-votes.
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Votes Cast “For” | | Votes Cast “Against” | | Abstentions |
| 154,035,401 | | 7,561,116 | | 833,961 |
4. To approve the Amended and Restated 2003 Employee Stock Purchase Plan. Our shareholders approved the Amended and Restated 2003 Employee Stock Purchase Plan by the affirmative vote of 99.39% of the votes cast. The table below sets forth the voting results, and there were 23,954,132 broker non-votes.
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Votes Cast “For” | | Votes Cast “Against” | | Abstentions |
| 160,858,311 | | 980,887 | | 591,280 |
5. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm. Our shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 by the affirmative vote of 95.37% of the votes cast. The table below sets forth the voting results, and there were no broker non-votes.
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Votes Cast “For” | | Votes Cast “Against” | | Abstentions |
| 177,415,196 | | 8,606,644 | | 362,770 |
Item 7.01 Regulation FD Disclosure
On February 19, 2026, the Company issued a press release (the “Press Release”) announcing that the Board of Directors had declared a quarterly dividend of $0.54 per share for each outstanding share of common stock of the Company. The dividend is payable on April 15, 2026 to shareholders of record on April 1, 2026.
A copy of the Press Release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report is incorporated by reference).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
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| Exhibit No. | Description |
| 99.1 | Press release, dated February 19, 2026, 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.
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| RAYMOND JAMES FINANCIAL, INC. |
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Date: February 23, 2026 | By: | /s/ Jonathan W. Oorlog, Jr. |
| | Jonathan W. Oorlog, Jr. |
| | Chief Financial Officer |
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| February 19, 2026 | | 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 DECLARES
QUARTERLY DIVIDENDS ON COMMON STOCK
ST. PETERSBURG, Fla. – On February 19, 2026, the Raymond James Financial, Inc. (NYSE: RJF) Board of Directors declared a quarterly cash dividend on shares of its common stock of $0.54 per share, payable April 15, 2026 to shareholders of record on April 1, 2026.
About Raymond James Financial, Inc.
Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. Total client assets are $1.80 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.