Raymond James Financial (RJF) Risk Factor Changes

As discussed in “Item 1 - Business - Regulation” of this Form 10-K, RJF, Raymond James Bank and TriState Capital Bank are subject to capital requirements administered by various federal regulators in the U.S.

In addition to the SEC, various states have considered adopting laws and regulations that would impose new standards of conduct on broker-dealers that might differ from the SEC’s regulations and could lead to addition…

We will incur increased regulatory scrutiny and heightened supervision (together with related compliance costs) as we continue to grow and approach certain consolidated asset thresholds, which would have the effect of…

Financial services firms operate in an evolving regulatory environment and are subject to extensive supervision and regulation.

Financial services firms are highly regulated and are subject to new and proposed regulations, all of which may increase our risk of financial liability and reputational harm resulting from adverse regulatory actions.

Regulatory scrutiny of disclosure practices for sustainable and values-based investment strategies has been a focus in recent years, though that focus appears to be moderating following the SEC’s decision to withdraw…

As a large financial institution, we have multiple stakeholders, including our shareholders, clients, associates, independent advisors, federal, state, and foreign regulatory authorities, and the communities in which…

There is a risk that our associates or independent advisors could engage in misconduct, fraudulent, unauthorized, or illegal acts, or noncompliance with firm policies or regulations that adversely affects our business…

Financial services firms are subject to numerous actual or perceived conflicts of interest, which are routinely examined by regulators and SROs, such as FINRA, and may be used as the basis for claims for legal liabili…

We deposit our cash in depository institutions as a means of maintaining the liquidity necessary to meet our operating needs, and we also facilitate the deposit of cash awaiting investment in depository institutions o…

Our ability to engage in routine trading and funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.

A large portion of our revenues are derived from fees generated from the distribution of financial products, such as mutual funds, variable annuities, and exchange-traded funds, and the various services we perform rel…

Increases in short-term interest rates have historically resulted in an increase in our net earnings and we expect decreases in short-term interest rates to generally reduce our net earnings, although there may be off…

Market risk is inherent in financial instruments associated with our operations and activities, including loans, deposits, securities, short-term borrowings, long-term debt, trading assets and liabilities, derivatives…

Our PCG business is subject to risks arising from the continued industry-wide trend in which financial advisors are departing traditional firms, including to form independent RIAs or to join existing third-party RIAs,…

Specifically within the financial services industry, other firms are offering guaranteed contracts, upfront payments, and increased compensation.

The labor market remains competitive, and we face competition for talent across all aspects of our business, as well as competition with non-traditional firms, such as technology companies.

We also earn fees from third-party banks on deposits they receive through the RJBDP.

We rely heavily on the RJBDP to fund our Bank segment asset growth.

Further, in light of the high volume of transactions we process, the large number of our clients, partners, and counterparties, and the increasing sophistication of malicious actors, a cyber-attack could occur.

Notwithstanding the precautions we take, if a cyber-attack or other information security breach were to occur, this could jeopardize the information we confidentially maintain, or otherwise cause interruptions in our…

Our operations rely heavily on the secure processing, storage, and transmission of sensitive and confidential financial, personal, and other information in our computer systems and networks.

Any cyber-attack or other security breach of our technology systems, or those of our clients or other third parties we rely on, could subject us to significant liability and harm our reputation.

whether they relate to our activities, could lead to a general loss of client confidence in financial institutions that could negatively affect us, including harming the market perception of the financial system in ge…

The depositary shares representing interests in our preferred stock are listed on the NYSE, but an active, liquid trading market for such securities may not be sustained, and holders of our depositary shares may not b…

The depositary shares representing our preferred stock are thinly traded and have limited voting rights.

Our Board of Directors has the authority to issue debt securities as well as an aggregate of up to 10 million shares of preferred stock on the terms it determines appropriate without shareholder approval.

The rights of holders of our common stock are generally subordinate to the rights of holders of our outstanding, and any future issuances of, debt securities and preferred stock.

RISKS RELATED TO AN INVESTMENT IN OUR PREFERRED AND COMMON STOCK

RAYMOND JAMES FINANCIAL, INC.

not possible to determine the extent of the long-term impact of any new laws or regulations that have been promulgated, or initiatives that have been or may be proposed, even the short-term impact of preparing for or…

As some of our wholly-owned subsidiaries are registered as investment advisers with the SEC, increased regulatory scrutiny and rulemaking initiatives may result in additional operational and compliance costs or the as…

Numerous regulatory changes and enhanced regulatory and enforcement activity relating to our investment management activities may increase our compliance and legal costs and otherwise adversely affect our business.

also assign unfavorable ratings to RJF.

In addition, proxy advisory firms and certain institutional investors who manage investments in public companies may integrate environmental, social, and governance factors into their investment analysis.

inaccurate output or that are based on biased, incomplete, and/or inaccurate datasets.

Although we currently do not use AI extensively, we may in the future use, develop, and incorporate within our technology platform and services, systems and tools that incorporate AI and machine learning, including ge…

failure of one or more of these depository institutions to return these deposits could affect our operating liquidity, result in reputational damage, and impair our financial performance.

Specifically within the financial industry, employers are increasingly offering guaranteed contracts, upfront payments, and increased compensation.

and conflicts, 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.

We are engaged in various financial services businesses.

We also earn fees from third-party banks on deposits they receive through the RJBDP.

Further, in light of the high volume of transactions we process, the large number of our clients, partners, and counterparties, and the increasing sophistication of malicious actors, a cyber-attack could occur.

Our non-U.S.

We use, develop, and incorporate within our technology platform and services, systems and tools that incorporate AI and machine learning, including generative AI.

exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us.

target range, and/or negatively impact our revenue growth.

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

We are engaged in various financial services businesses.

on higher-cost deposit sources, such as the ESP and certain higher-yield RJBDP offerings to clients, or other sources of liquidity to support asset growth.

large financial institutions or other market participants, whether or not we are affected, could lead to a general loss of confidence in financial institutions that could negatively affect us, including harming the ma…