Raymond James Financial (RJF) fully calls 6.375% Series B preferred and depositary shares

Rhea-AI Filing Summary

Raymond James Financial, Inc. announced that it will redeem all 80,500 outstanding shares of its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock on January 2, 2026. Each related depositary share, which represents a 1/40th interest in a share of this Series B preferred stock, will also be redeemed. After this redemption date, no Series B preferred shares or related depositary shares will remain outstanding, meaning this class of preferred equity will be fully retired.

Insights

Bank capital structure analyst

RJF is retiring an entire preferred series, simplifying its capital structure.

Raymond James Financial plans to redeem all 80,500 outstanding shares of its 6.375% Series B Non-Cumulative Perpetual Preferred Stock and all related depositary shares on January 2, 2026. Once completed, there will be no Series B preferred stock or Series B depositary shares outstanding.

This action removes a specific layer of preferred equity that carries a fixed-to-floating 6.375% dividend rate, which may have implications for the company’s ongoing preferred dividend obligations and overall cost of capital. The filing does not detail funding, rationale, or regulatory drivers, so any broader interpretation would go beyond the disclosed facts.

Investors tracking RJF can note that, after the stated redemption date, references to the 6.375% Series B preferred and its depositary shares will no longer reflect outstanding securities, and subsequent company filings may provide additional context on the firm’s capital mix after this redemption.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 2, 2025

Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida		1-9109		59-1517485
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

880 Carillon Parkway		St. Petersburg		Florida		33716
(Address of principal executive offices)						(Zip Code)

(727) 567-1000

(Registrant’s telephone number, including area code)

None

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 8.01 Other Events

On December 2, 2025, Raymond James Financial, Inc. (the “Company”) issued a press release announcing that it will redeem, on January 2, 2026 (the “Redemption Date”), all 80,500 outstanding shares of its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.10 per share (the “Series B Preferred Stock”), and all of the related depositary shares, each representing a 1/40th interest in a share of the Series B Preferred Stock (the “Series B Depositary Shares”). After giving effect to the redemption on the Redemption Date, no shares of the Series B Preferred Stock or Series B Depositary Shares will remain outstanding.

This Current Report on Form 8-K does not constitute a notice of redemption under the Articles of Amendment to Amended and Restated Articles of Incorporation governing the Series B Preferred Stock or the Deposit Agreement governing the Series B Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by Raymond James Financial, Inc.

A copy of the press release announcing the redemption is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.		Description
99.1		Press release, dated December 2, 2025, issued by Raymond James Financial, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

				RAYMOND JAMES FINANCIAL, INC.
Date: December 2, 2025				By:		/s/ Jonathan W. Oorlog, Jr.
						Jonathan W. Oorlog, Jr.
						Chief Financial Officer

FAQ

What did Raymond James Financial (RJF) announce regarding its Series B preferred stock?

Raymond James Financial announced that it will redeem all 80,500 outstanding shares of its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, along with all related depositary shares, on January 2, 2026.

What happens to RJFs Series B depositary shares after the redemption?

Each Series B depositary share represents a 1/40th interest in a share of the Series B preferred stock, and all of these depositary shares will be redeemed on January 2, 2026. After that date, none of the Series B depositary shares will remain outstanding.

Will any Raymond James Financial Series B preferred shares remain outstanding after January 2, 2026?

No. The company stated that after giving effect to the redemption on January 2, 2026, no shares of the 6.375% Series B preferred stock or the related depositary shares will remain outstanding.

What type of security is being redeemed by Raymond James Financial?

The company is redeeming its 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value $0.10 per share, and all related depositary shares that each represent a 1/40th interest in a Series B preferred share.

Does this 8-K filing itself serve as the formal notice of redemption for RJFs Series B preferred?

No. The company specifies that this report does not constitute a formal notice of redemption and that the terms are governed by the Articles of Amendment and Deposit Agreement. The filing notes that a separate notice of redemption has been issued.

Where can investors find more details on Raymond James Financials Series B redemption?

A press release dated December 2, 2025 describing the redemption is included as Exhibit 99.1 to the 8-K and is incorporated by reference for additional information.