瑞杰金融美股招股说明书(2025-09-10版)

Raymond James Financial, Inc. $650,000,000 4.900% Senior Notes due 2035$850,000,000 5.650% Senior Notes due 2055 We are offering $650,000,000 aggregate principal amount of 4.900% Senior Notes due 2035 (the“2035notes”) and $850,000,000 aggregateprincipal amount of 5.650% Senior Notes due 2055 (the “2055notes” and, together with the 2035 notes, the “notes”). We will pay interest on each seriesof notessemi-annuallyin arrears on March11 and September 11 of each year. We will make the first interest payment on the notes on March11, 2026.The 2035 notes will mature on September 11, 2035 and the 2055 notes will mature on September11, 2055. The notes will be our unsecured obligationsand will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. We will issue the notes inminimum denominations of $2,000 and integral multiples of $1,000. At our option, we may redeem either series of notes on terms described under the caption “Description of the Notes—Optional Redemption” inthis prospectus supplement. There is no sinking fund for the notes. The notes will not be listed on any securities exchange. We may from time to timepurchase the notes in the open market. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectus supplement andpage6 of the accompanying prospectus. None of the Securities and Exchange Commission, any state securities commission, the Board of Governors of the Federal Reserve Systemor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality. (1)Plus accrued interest, if any, from September 11, 2025 if settlement occurs after that date. This prospectus supplement may be used by certain of our affiliates in connection with offers and sales of the notes in market-making transactions.See “Underwriting (Conflicts of Interest).” Delivery of the notes in book-entry form only will be made through the facilities of The Depository Trust Company and its participants, includingEuroclear Bank S.A./N.V. and Clearstream Banking, S.A., on or about September11, 2025. Joint Book-Running Managers BofASecurities RaymondJames Citigroup RegionsSecuritiesLLCPNCCapitalMarketsLLC BNYCapitalMarkets US Bancorp Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESCERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCurrency risksOther risksUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESGeneralThe indenturesAmounts that we may issueForm of debt securitiesDenomination of debt securitiesDifferent series of debt securitiesInformation in the prospectus supplementFixed-rate notesFloating-rate notesIndexed notesFloating-rate/fixed-rate/indexed notesOriginal issue discount notesPayment of principal, interest, and other amounts dueNo sinking fundRedemptionRepaymentRepurchaseConversionExchange, registration, and transferSubordinationSale or issuance of capital stock of subsidiariesLimitation on mergers and sales of assets Prospectus Waiver of covenantsModification of the indenturesMeetings and action by securityholders Table of Contents Defaults and rights of accelerationCollection of indebtednessPayment of additional amountsRedemption for tax reasonsDefeasance and covenant defeasanceNoticesGoverning law DESCRIPTION OF WARRANTSGeneralDescription of debt warrantsDescription of universal warrantsInformation in the prospectus supplementModificationEnforceability of rights of warrantholders; no Trust Indenture Act protectionUnsecured obligations DESCRIPTION OF PURCHASE CONTRACTSGeneralPurchase contract propertyInformation in the prospectus supplementPrepaid purchase contracts; applicability of indentureNon-prepaidpurchase contracts; no Trust Indenture Act protectionPledge by holders to secure performanceSettlement of purchase contracts that are part of unitsFailure of holder to perform obligationsUnsecured obligations DESCRIPTION OF UNITSGeneralInformation in the prospectus supplementUnit agreements: prepaid,non-prepaid,and otherModificationEnforceability of rights of unitholdersNo Trust Indenture Act protectionUnsecured obligations DESCRIPTION OF PREFERRED STOCKGeneralThe preferred stock DESCRIPTION OF DEPOSITARY SHARESGeneralTerms of the depositary sharesWithdrawal of preferred stockDividends and other distributionsRedemption of depositary sharesVoting the deposited preferred stockAmendment