Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 1, 2022, Raymond James completed its previously announced acquisition of TriState Capital pursuant to the Merger Agreement. On the Closing Date, (a) Merger Sub 1 merged with and into TriState Capital (the "First Merger"), with TriState Capital as the surviving entity in the First Merger, and (b) immediately following the First Merger, the surviving entity in the First Merger merged with and into Merger Sub 2 (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub 2 as the surviving entity in the Second Merger. Upon closing of the Second Merger, the separate existence of TriState Capital ceased.

Pursuant to the terms set forth in the Merger Agreement, at the effective time of the First Merger (the "First Effective Time"):



     •    Each share of the common stock, no par value, of TriState Capital (the
          "TSC Common Stock") issued and outstanding immediately prior to the First
          Effective Time, including each outstanding unvested restricted stock
          award (each, a "TSC Restricted Share") then held by a non-employee
          director of the Board of Directors of TriState Capital (each, a "Director
          Restricted Share"), and except for certain shares of TSC Common Stock
          held by Raymond James or TriState Capital, was converted into the right
          to receive (i) $6.00 in cash (the "Cash Consideration") and (ii) 0.25
          shares (the "Exchange Ratio"; and such shares, the "Stock Consideration")
          of the common stock, par value $0.01 per share, of Raymond James (the
          "RJF Common Stock"), plus, if applicable, cash in lieu of fractional
          shares of RJF Common Stock.



     •    Each share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative
          Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series
          A Preferred Stock") issued and outstanding immediately prior to the First
          Effective Time was converted into the right to receive a share of a newly
          created series of preferred stock of Raymond James, par value $0.10 per
          share ("RJF Preferred Stock"), having powers, preferences and special
          rights that are not materially less favorable than those of the TSC
          Series A Preferred Stock (designated as Raymond James's 6.75%
          Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock
          and referred to herein as "RJF Series A Preferred Stock").



     •    Each share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative
          Perpetual Preferred Stock, no par value, of TriState Capital ("TSC Series
          B Preferred Stock") issued and outstanding immediately prior to the First
          Effective Time was converted into the right to receive a share of a newly
          created series of RJF Preferred Stock, having powers, preferences and
          special rights that are not materially less favorable than those of the
          TSC Series B Preferred Stock (designated as Raymond James's 6.375%
          Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
          and referred to herein as "RJF Series B Preferred Stock").



     •    Each share of Series C Perpetual Non-Cumulative Convertible Non-Voting
          Preferred Stock, no par value, of TriState Capital ("TSC Series C
          Preferred Stock") issued and outstanding immediately prior to the First
          Effective Time was converted into the right to receive $30.00 in cash
          multiplied by the number of shares of non-voting common stock, no par
          value, of TriState Capital such share of TSC Series C Preferred Stock was
          convertible into pursuant to the terms of the certificate of designations
          with respect to the TSC Series C Preferred Stock.



     •    Those certain warrants to purchase 922,438 shares of TSC Common Stock
          (the "Warrants") were automatically converted into the right to receive a
          cash payment equal to the product of (i) the number of shares of TSC
          Common Stock subject to such Warrants, multiplied by (ii) $30.00 minus
          the applicable exercise price per share of TSC Common Stock subject to
          such Warrants.

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• Each outstanding option to purchase shares of TSC Common Stock (each, a


          "TSC Option") was converted into the right to receive a cash payment
          equal to the product (rounded down to the nearest whole number) of the
          number of shares of TSC Common Stock subject to such TSC Option
          immediately prior to the First Effective Time and (i) (A) the amount of
          the Cash Consideration, plus (B) the Exchange Ratio multiplied by the
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

In connection with the Mergers, on June 1, 2022, Raymond James assumed TriState Capital's obligations with respect to $97,500,000 in aggregate principal amount of 5.75% Fixed-to-Floating Rate Subordinated Notes due 2030 (the "Notes").

The supplemental indenture pursuant to which Raymond James assumed the Notes, as well as the original indenture, and supplemental indentures thereto, pursuant to which the Notes were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Raymond James agrees to furnish a copy of such indentures to the SEC upon request.

Item 3.03 Material Modifications to Rights of Security Holders

In connection with the consummation of the Mergers, Raymond James filed two articles of amendment with the Florida Department of State for the purpose of amending its articles of incorporation to fix the designations, preferences, limitations and relative rights of the RJF Series A Preferred Stock and RJF Series B Preferred Stock. The articles of amendment became effective on May 31, 2022.

The description of the new RJF Preferred Stock under the section of the proxy statement/prospectus filed by Raymond James with the SEC on January 25, 2022 entitled "Description of New Raymond James Preferred Stock" is incorporated herein by reference.

At the First Effective Time, Raymond James issued 40,250 shares of RJF Series A Preferred Stock to former holders of TSC Series A Preferred Stock and issued 80,500 shares of RJF Series B Preferred Stock to former holders of TSC Series B Preferred Stock. In connection with the issuance of the RJF Preferred Stock, Raymond James entered into amendments, each dated as of June 1, 2022, assuming the Deposit Agreements, dated as of March 20, 2018 and May 29, 2019, respectively, each among TriState Capital, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of

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the depositary receipts described therein (as amended, the "Deposit Agreements"). Pursuant to the Deposit Agreements, Raymond James issued (a) 1,610,000 depositary shares of Raymond James, each representing a 1/40th interest in a share of RJF Series A Preferred Stock, and (b) 3,220,000 depositary shares of Raymond James, each representing a 1/40th interest in a share of RJF Series B Preferred Stock (collectively, the "Depositary Shares").

The foregoing descriptions of the terms of the RJF Preferred Stock and the Depositary Shares is qualified in its entirety by reference to the full text of the articles of amendment, which were filed as Exhibits 3.3 and 3.4 to Raymond James's Registration Statement on Form 8-A, filed with the SEC on May 31, 2022, and incorporated by reference herein, and the Deposit Agreements, as amended, which were filed as Exhibits 4.1-4.4 to Raymond James's Registration Statement on Form 8-A, filed with the SEC on May 31, 2022, and incorporated by reference herein.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On June 1, 2022, Raymond James issued a press release announcing the completion of the Mergers, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On June 1, 2022, Raymond James issued a press release announcing that the Board of Directors of Raymond James had declared a quarterly dividend of $0.421875 per depositary share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrA) and $0.3984375 per depositary share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrB), in each case payable on July 1, 2022, to holders of record as of June 15, 2022. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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 Raymond James with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless Raymond James specifically states that the information or exhibit in this particular report is incorporated by reference).

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired

The financial statements of TriState Capital required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro forma financial information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

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



Exhibit
  No.                                    Description

 2.1          Agreement and Plan of Merger, dated October 20, 2021, among Raymond
            James Financial, Inc., Macaroon One LLC, Macaroon Two LLC and TriState
            Capital Holdings, Inc. (incorporated by reference to Exhibit 2.1 to
            the Current Report on Form 8-K of Raymond James Financial, Inc., filed
            with the Securities and Exchange Commission on October 26, 2021)

 3.1          Amended and Restated Articles of Incorporation of Raymond James
            Financial, Inc. as filed with the Secretary of State of Florida on
            February 28, 2022 (incorporated by reference to Exhibit 3.1 to the
            Quarterly Report on Form 10-Q of Raymond James Financial, Inc., filed
            with the Securities and Exchange Commission on May 9, 2022)

 3.2          Amended and Restated By-Laws of Raymond James Financial, Inc.,
            reflecting amendments adopted by the Board of Directors on December 2,
            2020 (incorporated by reference to Exhibit 3.1 to the Current Report
            on Form 8-K of Raymond James Financial, Inc., filed with the
            Securities and Exchange Commission on December 8, 2020)

 3.3          Articles of Amendment to the Amended and Restated Articles of
            Incorporation of Raymond James Financial, Inc. relating to the Raymond
            James Financial, Inc. 6.75% Fixed-to-Floating Rate Series A
            Non-Cumulative Perpetual Preferred Stock, $0.10 par value per share
            (incorporated by reference to Exhibit 3.3 to the Registration
            Statement on Form 8-A of Raymond James Financial, Inc., filed with the
            Securities and Exchange Commission on May 31, 2022)

 3.4          Articles of Amendment to the Amended and Restated Articles of
            Incorporation of Raymond James Financial, Inc. relating to the Raymond
            James Financial, Inc. 6.375% Fixed-to-Floating Rate Series B
            Non-Cumulative Perpetual Preferred Stock, $0.10 par value per share
            (incorporated by reference to Exhibit 3.4 to the Registration
            Statement on Form 8-A of Raymond James Financial, Inc., filed with the
            Securities and Exchange Commission on May 31, 2022)

 4.1          Deposit Agreement among TriState Capital Holdings, Inc.,
            Computershare Inc., Computershare Trust Company, N.A. and the holders
            from time to time of the depositary receipts described therein
            relating to 6.75% Fixed-to-Floating Rate Series A Non-Cumulative
            Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to
            the Registration Statement on Form 8-A of Raymond James Financial,
            Inc., filed with the Securities and Exchange Commission on May 31,
            2022)

 4.2          Form of First Amendment to Deposit Agreement among Raymond James
            Financial, Inc., TriState Capital Holdings, Inc., Computershare Inc.,
            Computershare Trust Company, N.A. and the holders from time to time of
            the depositary receipts described therein relating to 6.75%
            Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred
            Stock (incorporated by reference to Exhibit 4.2 to the Registration
            Statement on Form 8-A of Raymond James Financial, Inc., filed with the
            Securities and Exchange Commission on May 31, 2022)

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 4.3       Deposit Agreement among TriState Capital Holdings, Inc., Computershare
         Inc., Computershare Trust Company, N.A. and the holders from time to time
         of the depositary receipts described therein relating to 6.375%
         Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
         (incorporated by reference to Exhibit 4.3 the Registration Statement on
         Form 8-A of Raymond James Financial, Inc., filed with the Securities and
         Exchange Commission on May 31, 2022)

 4.4       Form of First Amendment to Deposit Agreement among Raymond James
         Financial, Inc., TriState Capital Holdings, Inc., Computershare Inc.,
         Computershare Trust Company, N.A. and the holders from time to time of
         the depositary receipts described therein relating to 6.375%
         Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
         (incorporated by reference to Exhibit 4.4 to the Registration Statement
         on Form 8-A of Raymond James Financial, Inc., filed with the Securities
         and Exchange Commission on May 31, 2022)

 4.5       Form of Depositary Receipt-Series A (included as part of Exhibit 4.2)


 4.6       Form of Depositary Receipt-Series B (included as part of Exhibit 4.4)


99.1       Press Release, dated June 1, 2022, related to the closing of the
         Mergers

99.2       Press Release, dated June 1, 2022, related to the declaration of
         quarterly dividends

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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