Executive Chair Reilly Paul C covered exercise/tax liability with 96,703 shares, sold $21,321,442 worth of shares (130,687 units at $163.15), gifted 30,516 shares and converted options into 92,332 shares, decreasing direct ownership by 39% to 260,546 units (SEC Form 4)
$RJF
Investment Bankers/Brokers/Service
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RAYMOND JAMES FINANCIAL INC [ RJF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/15/2025 | M | 54,406 | A | $0(1) | 480,526 | D | |||
| Common Stock | 12/15/2025 | M | 30,853 | A | $0(1) | 511,379 | D | |||
| Common Stock | 12/15/2025 | M | 7,073 | A | $0(1) | 518,452 | D | |||
| Common Stock | 12/15/2025 | F | 2,652 | D | $163.85 | 515,800 | D | |||
| Common Stock | 12/15/2025 | F | 11,570 | D | $163.85 | 504,230 | D | |||
| Common Stock | 12/15/2025 | S(2) | 20,270(3) | D | $164.2168(4) | 483,960 | D | |||
| Common Stock | 12/15/2025 | F | 20,399 | D | $163.85 | 463,561 | D | |||
| Common Stock | 12/15/2025 | F | 22,466 | D | $163.85 | 441,095 | D | |||
| Common Stock | 12/15/2025 | G | 30,516 | D | $0.0000 | 410,579 | D | |||
| Common Stock | 12/15/2025 | F | 39,616 | D | $163.85 | 370,963 | D | |||
| Common Stock | 12/15/2025 | S(2) | 53,660(3) | D | $163.2362(5) | 317,303 | D | |||
| Common Stock | 12/15/2025 | S(2) | 56,757(3) | D | $162.685(6) | 260,546 | D | |||
| Common Stock | 1,998(7) | I | ESOP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 12/15/2025 | M | 7,073 | (8) | 12/15/2027 | Common Stock | 7,073 | $0.0000 | 4,715 | D | ||||
| Restricted Stock Units | (1) | 12/15/2025 | M | 30,853 | 12/15/2025 | 12/15/2025 | Common Stock | 30,853 | $0.0000 | 54,406 | D | ||||
| Restricted Stock Units | (1) | 12/15/2025 | M | 54,406 | 12/15/2025 | 12/15/2025 | Common Stock | 54,406 | $0.0000 | 0.0000 | D | ||||
| Restricted Stock Units | (1) | 12/15/2025 | A | 20,751(9) | 12/15/2028 | 12/15/2028 | Common Stock | 20,751 | $0.0000 | 20,751 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit (RSU) represents a contingent right to receive, upon vesting of the award: (i) one share of common stock, and (ii) accrued cash in lieu of dividends. |
| 2. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person has reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. Mr. Reilly, age 71, is effecting the sales reported herein as part of a comprehensive diversification and estate planning process. By annually selling shares as his RSUs vest during recent years, he has consistently maintained a stable net position in Raymond James Financial, Inc. (RJF) common stock. Following these sales, Mr. Reilly's stock ownership will likewise remain at approximately the same level. Consistent with his strong confidence in the company and its senior management, Mr. Reilly currently intends to maintain approximately the same level of ownership for as long as he serves on the Board, which level is also significantly in excess of applicable requirements under the company's Director and Executive Officer Stock Ownership Policy. |
| 4. Reflects the weighted average sale price. The range of prices for such transaction was $163.97 to $164.78. |
| 5. Reflects the weighted average sale price. The range of prices for such transaction was $162.96 to $163.95. |
| 6. Reflects the weighted average sale price. The range of prices for such transaction was $161.96 to $162.95 |
| 7. Includes shares of common stock acquired under the reporting person's Employee Stock Ownership Plan (ESOP) account through December 10, 2025. |
| 8. RSUs vested 60% on 12/15/2025 and will vest 20% on 12/15/2026 and 20% on 12/15/2027. |
| 9. Award of RSUs as a portion of annual bonus under Amended and Restated 2012 Stock Incentive Plan. |
| Remarks: |
| This Form 4 reports (i) the vesting of RSUs awarded to the reporting person, (ii) dispositions by the reporting person to the issuer to cover tax liability in connection with such vesting, (iii) a grant of RSUs as a portion of the annual bonus to the reporting person, (iv) the open market sale by the reporting person of shares of common stock, and (v) the gift of shares by the reporting person. |
| /s/ Paul C. Reilly by Jonathan J. Doyle as Attorney-in-Fact | 12/15/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||