Item 8.01 Other Events.




As previously disclosed, on October 20, 2021, TriState Capital Holdings, Inc.
(the "Company," "we," or "us") entered into an Agreement and Plan of Merger (the
"merger agreement"), among the Company, Raymond James Financial, Inc. ("Raymond
James"), Macaroon One LLC ("Merger Sub 1") and Macaroon Two LLC ("Merger Sub
2"). Upon the terms and subject to the conditions set forth in the merger
agreement, Merger Sub 1 will merge with and into the Company (the "first
merger"), so that the Company is the surviving entity and continues its
existence under the laws of the Commonwealth of Pennsylvania as a direct,
wholly-owned subsidiary of Raymond James. Such initial surviving entity will,
immediately following the effective time of the first merger and, as part of a
single integrated transaction, merger with and into Merger Sub 2 (the "second
merger" and, together with the first merger, the "mergers"), so that Merger Sub
2 is the surviving entity and continues its existence under the laws of the
State of Florida, as a direct, wholly-owned subsidiary of Raymond James. The
merger agreement was unanimously adopted and approved by the board of directors
of the Company and by the board of directors of Raymond James.

On December 14, 2021, Raymond James filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 (the "Form S-4")
containing a preliminary proxy statement/prospectus. On January 25, 2022, the
Company filed with the SEC a definitive proxy statement (the "Proxy Statement")
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company commenced mailing the Proxy Statement to the
Company's shareholders on or about January 26, 2022.

Following the filing of the Form S-4, as of the date of this Current Report on
Form 8-K, purported Company stockholders have filed six complaints in connection
with the disclosures associated with the mergers made in the Form S-4 and the
Proxy Statement, as applicable. On January 5, 2022, a purported Company
stockholder filed a lawsuit against the Company and members of the Company's
board of directors in the United States District Court for the Southern District
of New York, captioned Stein v. TriState Capital Holdings, Inc. et al., No.
1:22-cv-00077 (the "Stein Complaint"). On January 7, 2022, a purported Company
stockholder filed a lawsuit against the Company, members of the Company's board
of directors, Raymond James, Merger Sub 1 and Merger Sub 2 in the United States
District Court for the Southern District of New York captioned Ciccotelli v.
TriState Capital Holdings, Inc. et al., No. 1:22-cv-00164 (the "Ciccotelli
Complaint"). On February 1, 2022, a purported Company stockholder filed a
lawsuit against the Company and members of the Company's board of directors in
the United States District Court for the District of New Jersey captioned
Bushansky v. TriState Capital Holdings, Inc. et al., No. 2:22-cv-00509 (the
"Bushansky Complaint"). On February 9, 2022, a purported Company stockholder
filed a lawsuit against the Company and members of the Company's board of
directors in the United States District Court for the District of New Jersey
captioned Wolfson v. TriState Capital Holdings, Inc. et al., No. 2:22-cv-00705
(the "Wolfson Complaint"). On February 11, 2022, a purported Company stockholder
filed a lawsuit against the Company and members of the Company's board of
directors in the United States District Court for the Eastern District of
Pennsylvania captioned Justice v. TriState Capital Holdings, Inc. et al., No.
2:22-cv-00562 (the "Justice Complaint"). On February 14, 2022, a purported
Company stockholder filed a lawsuit against the Company and members of the
Company's board of directors in the United States District Court for the
District of New Jersey captioned Rubin v. TriState Capital Holdings, Inc., No.
2:22-cv-00780 (the "Rubin Complaint" and, collectively with the Stein Complaint,
the Ciccotelli Complaint, the Bushansky Complaint, the Wolfson Complaint and the
Justice Complaint, the "Complaints" and the corresponding lawsuits, the "Merger
Litigation"). In addition to the Complaints, the Company has received four
demand letters from purported Company stockholders in connection with the
disclosures associated with the mergers made in the Form S-4 and the Proxy
Statement (collectively, the "Demands"). If additional similar complaints or
demands are filed or made, absent new or different allegations that are
material, the Company will not necessarily publicly disclose them.

All of the Complaints and Demands contain allegations contending, among other
things, that the registration statement on Form S-4 and/or the Proxy Statement
failed to disclose certain allegedly material information in violation of
federal securities laws. The Complaints seek injunctive relief enjoining the
mergers, attorneys' and experts' fees, and other remedies.

The Company, Raymond James and the other defendants believe that the allegations
and claims asserted in the Merger Litigation lack merit, and that the
supplemental disclosures set forth herein are not required or necessary under
applicable laws. However, in order to diminish the risk of the Merger Litigation
delaying or otherwise adversely affecting the mergers and to minimize the costs,
risks, and uncertainties inherent in defending the Merger Litigation, the
Company hereby voluntarily amends and supplements the Proxy Statement, as set
forth in this Current Report on Form 8-K.

The Company, Raymond James and the other defendants deny any liability or
wrongdoing in connection with the Form S-4 and the Proxy Statement, and nothing
in this Current Report on Form 8-K should be construed as an admission of the
legal necessity or materiality under applicable laws of any of the supplemental
disclosures.

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These supplemental disclosures will not affect the consideration to be paid to
the Company's shareholders in connection with the mergers or the timing of the
special meeting of the Company's shareholders (the "special meeting") scheduled
for February 28, 2022, at 9:00 a.m., Eastern Time.

The Company's board of directors continues to recommend that the Company's
shareholders vote "FOR" the proposal to approve and adopt the merger agreement
(the "merger proposal") and "FOR" the proposal to approve one or more
adjournments of the special meeting, if necessary or appropriate, including
adjournments to permit further solicitation of proxies in favor of the merger
proposal.

Supplemental Disclosures to Proxy Statement in Connection with the Merger Litigation



The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the Proxy Statement
and should be read in conjunction with the disclosures contained in the Proxy
Statement, which in turn should be read in its entirety. To the extent that
information set forth in the supplemental disclosures differs from or updates
information contained in the Proxy Statement, the information in this Current
Report on Form 8-K shall supersede or supplement the information contained in
the Proxy Statement. All page references are to the Proxy Statement and
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Proxy Statement.

1. The disclosures under the heading "Relevant Public Companies Analysis - TriState Capital Holdings, Inc." beginning on page 56 of the Proxy Statement shall hereby be amended and supplemented as follows:

a. the first paragraph on page 57 of the Proxy Statement shall be hereby amended and supplemented as follows:



To perform this analysis, Stephens examined publicly available financial
information as of and for the last twelve month period ended June 30, 2021, or
the most recently reported period available, and the market trading multiples of
the relevant public companies based on October 19, 2021 closing prices. The
financial data included in the tabletables presented below may not correspond
precisely to the data reported in historical financial statements as a result of
the assumptions and methods used by Stephens to compute the financial data
presented. The tabletables below containscontain selected information reviewed
by Stephens in its analysis:

b. the following table shall be hereby inserted immediately prior to the heading "Discounted Cash Flow Analysis - TriState Capital Holdings, Inc.:


                                   Price /     Price /     Price /
Company                              TBV       LTM EPS     NTM EPS
FB Financial Corp.                  1.9x        11.6x       14.5x
Stock Yards Bancorp Inc.            3.3x        24.3x       18.9x

Enterprise Financial Services 1.8x 12.4x 11.5x Provident Financial Services 1.6x 11.6x 13.9x First Mid Bancshares

                1.6x        17.1x       11.1x

United Community Banks Inc. 1.8x 11.1x 13.5x CNB Financial Corp.

                 1.2x        10.0x       8.4x
Univest Financial Corp.             1.5x        8.5x        12.4x
Heartland Financial USA Inc.        1.5x        10.4x       10.6x
Republic First Bancorp Inc.         0.7x        15.3x       16.3x
QCR Holdings Inc.                   1.5x        11.0x       8.8x
Veritex Holdings Inc.               2.3x        18.6x       14.3x
75th Percentile                     1.9x        15.8x       14.3x
Median                              1.6x        11.6x       12.9x
25th Percentile                     1.5x        10.8x       11.0x

Note: TBV = Tangible Book Value, LTM = Last Twelve Months, NTM = Next Twelve Months, EPS = Earnings per Share.


                                       3
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2. The disclosures under the heading "Relevant Transactions Analysis - TriState
Capital Holdings, Inc." beginning on page 58 of the Proxy Statement shall hereby
be amended and supplemented by inserting the following immediately prior to the
heading "Relevant Public Companies Analysis - Raymond James Financial, Inc.:

Announce-ment Date    Target                          Acquiror                         EV / TBV     EV / LTM EPS     EV / Est. CY EPS(1)    Day 1 Market Premium    Core Deposit Premium
9/23/2021             Bank Leumi Le-Israel Corp.      Valley National Bancorp            1.3x           18.7x                 -                       -                      4%
9/16/2021             Great Western Bancorp           First Interstate BancSystem        1.7x           12.1x               10.3x                    25%                      -
9/15/2021             Happy Bancshares Inc.           Home Bancshares, Inc.              1.6x           12.2x                 -                       -                      7%
7/23/2021             Atlantic Capital Bcshs Inc.     South State Corporation            1.7x           16.3x               12.3x                    11%                      -
7/14/2021             Reliant Bancorp Inc.            United Community Banks Inc.        1.9x           11.5x               11.1x                    11%                     12%
5/18/2021             Altabancorp                     Glacier Bancorp Inc.               2.9x           22.0x               22.8x                    13%                     20%
4/22/2021             Meridian Bancorp Inc.           Independent Bank Corp.             1.5x           14.5x               15.3x                    22%                     9%
3/10/2021             Bryn Mawr Bank Corp.            WSFS Financial Corp.               2.3x           29.8x               17.8x                    14%                     14%
1/4/2021              Boston Private Financial        SVB Financial Group                1.2x           21.5x               27.1x                    30%                     2%
2/3/2020              Opus Bank                       Pacific Premier Bancorp            1.4x           16.6x               16.2x                    1%                      5%
1/21/2020             Franklin Financial Network Inc  FB Financial Corp.                 1.5x           40.3x                 -                      14%                     7%
75th Percentile                                                                          1.8x           21.7x               19.0x                    22%                     12%
Median                                                                                   1.6x           16.6x               15.7x                    14%                     7%
25th Percentile                                                                          1.4x           13.4x               12.0x                    11%                     5%

Note: EV = Enterprise Value, TBV = Tangible Book Value, LTM = Last Twelve Months, EPS = Earnings per Share.

(1) Deal value per share as a multiple of target's consensus estimated per-share earnings for its current fiscal year.

3. The disclosures under the heading "Relevant Public Companies Analysis - Raymond James Financial, Inc." on page 59 of the Proxy Statement shall hereby be amended and supplemented as follows:

a. the first paragraph on page 60 of the Proxy Statement shall be hereby amended and supplemented as follows:



To perform this analysis, Stephens examined publicly available financial
information as of and for the last twelve month period ended June 30, 2021, or
the most recently reported period available, and the market trading multiples of
the relevant public companies based on October 19, 2021 closing prices. The
financial data included in the tabletables presented below may not correspond
precisely to the data reported in historical financial statements as a result of
the assumptions and methods used by Stephens to compute the financial data
presented. The tabletables below containscontain selected information reviewed
by Stephens in its analysis:

                                       4
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b. the following tables shall be hereby inserted immediately prior to the heading "52 week High/Low - Raymond James Financial, Inc.:

Companies without Bank Charters:



                                   Price /        EV /        Price /     Price /
Company                              TBV       LTM EBITDA     LTM EPS     NTM EPS
Jefferies Financial Group           1.2x         4.37x         7.0x        10.9x
Invesco Ltd.                         NM          9.83x         11.2x       8.4x
Franklin Resources Inc.              NM          8.50x         12.4x       8.7x
T. Rowe Price Group Inc.            6.4x         9.97x         16.0x       15.4x
Affiliated Managers Group Inc.       NM          8.64x         16.1x       8.9x
LPL Financial Holdings Inc.          NM          17.52x        30.4x       21.4x
Lazard Ltd                           NM          8.30x         12.4x       11.4x
75th Percentile                     5.1x          9.9x         16.0x       13.4x
Median                              3.8x          8.6x         12.4x       10.9x
25th Percentile                     2.5x          8.4x         11.8x       8.8x

Companies with Bank Charters:



                              Price /     Price /     Price /
Company                         TBV       LTM EPS     NTM EPS
The Charles Schwab Corp.       6.0x        31.0x       23.2x
State Street Corp.             2.2x        14.3x       11.9x
Ameriprise Financial Inc.       NM         33.5x       12.7x
Northern Trust Corp.           2.5x        20.7x       17.5x
Stifel Financial Corp.         3.0x        13.6x       12.5x
75th Percentile                3.7x        31.0x       17.5x
Median                         2.7x        20.7x       12.7x
25th Percentile                2.4x        14.3x       12.5x



Note: TBV = Tangible Book Value, EV = Enterprise Value, EBITDA = Earnings before
interest, tax depreciation and amortization, LTM = Last Twelve Months, NTM =
Next Twelve Months, EPS = Earnings per Share, NM = Not Meaningful.

4. The third paragraph on page 61 of the Proxy Statement shall be hereby amended and supplemented as follows:



Stephens is serving as financial adviser to TriState Capital in connection with
the mergers and received a $1,000,000 fee from TriState Capital upon rendering
its fairness opinion (the "opinion fee"). Stephens is also entitled to receive a
fee from suchfor their services in an amount equal to 0.74% of the aggregate
consideration paid in connection with the mergers, less the amount of the
opinion fee, which additional fee is a significant portion of which is
contingent upon the consummation of the mergers. Stephens also received a
$1,000,000 fee from TriState Capital upon rendering its fairness opinion, which
opinion fee will be credited in full towards any fee which will become payable
to Stephens upon the closing of the mergers. Stephens would also be entitled to
a fee under certain circumstances following a termination of the proposed
mergers. TriState Capital has also agreed to indemnify Stephens against certain
claims and liabilities arising out of Stephens' engagement and to reimburse
Stephens for certain of its out-of-pocket expenses incurred in connection with
the engagement.

3. The first paragraph on page 62 of the Proxy Statement shall be hereby amended and supplemented as follows:



Specifically, the following table includes TriState Capital's unaudited
prospective financial informationnet income available to common shareholders,
earnings per share, and total assets, each as of and for the years ending, as
applicable, December 31, 2021, 2022, and 2023 provided by TriState Capital
management to Stephens and discussed by TriState Capital with Stephens, used in
certain analyses in connection with its fairness opinion to the TriState Capital
board of directors.

3. The disclosures contained under "Certain Unaudited Financial Information"
shall be hereby amended and supplemented by adding the following after the table
included on page 62 of the Proxy Statement:

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In addition, the following table includes TriState Capital's unaudited estimated
amounts of free cash flow to equityholders:
($ in millions)                           Closing

Fiscal Year Ending December


                                           12/31/2021               2022E         2023E         2024E         2025E         2026E      2027E

Adjusted Net Income                    $         -          $     88.7    $    124.7    $    137.7    $    150.8    $    165.3    $ 181.3

Tangible Assets                           12,085.4            14,569.1

17,360.9 19,104.7 21,022.8 23,132.4 - Minimum Tangible Common Equity (7.00% of Tangible Assets)

                   846.0             1,019.8

1,215.3 1,337.3 1,471.6 1,619.3 -



Beginning Tangible Common Equity             661.2               846.0

1,019.8 1,215.3 1,337.3 1,471.6 - Plus: Adjusted Net Income

                        -                88.7         124.7         137.7         150.8         165.3          -
Plus: Amortization of Intangible
Assets                                           -                 1.9           1.9           1.9           1.9           1.9          -
Plus / Less: Tangible Common
Equity deficit (surplus)                     184.7                83.2

68.8 (17.5) (18.5) (19.6) - Minimum Tangible Common Equity (7.00% of Tangible Assets)

                   846.0             1,019.8

1,215.3 1,337.3 1,471.6 1,619.3 -



Cash Available for Dividends                (184.7)              (83.2)

(68.8) 17.5 18.5 19.6 - Terminal Value

                                   -                   -             -             -             -       2,357.1          -
Free Cash Flow to Equityholders             (184.7)              (83.2)

(68.8) 17.5 18.5 2,376.7 -

Cautionary Statement Regarding Forward-Looking Statements



Statements included in this communication, which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements
include, but are not limited to, statements about TriState Capital's future
financial and operating results and other statements that are not historical
facts. Forward-looking statements may be identified by terminology such as
"may," "will," "should," "scheduled," "plans," "intends," "anticipates,"
"expects," "believes," "estimates," "potential," or "continue" or negatives of
such terms or other comparable terminology. All forward-looking statements are
subject to risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Raymond James or TriState Capital to
differ materially from any results expressed or implied by such forward-looking
statements. Such factors include, among others: (1) the risk that the cost
savings and any revenue synergies from the transaction may not be fully realized
or may take longer than anticipated to be realized; (2) disruption to the
parties' businesses as a result of the announcement and pendency of the
transaction; (3) the occurrence of any event, change or other circumstances that
could give rise to the termination of the transaction agreement; (4) the risk
that the integration of each party's operations will be materially delayed or
will be more costly or difficult than expected or that the parties are otherwise
unable to successfully integrate each party's businesses into the other's
businesses; (5) the failure to obtain the necessary approvals by the
shareholders of TriState Capital; (6) the amount of the costs, fees, expenses
and charges related to the transaction; (7) the ability by each of Raymond James
and TriState Capital to obtain required governmental approvals of the
transaction (and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected
benefits of the transaction); (8) reputational risk and the reaction of each
company's customers, suppliers, employees or other business partners to the
transaction; (9) the failure of the closing conditions in the transaction
agreement to be satisfied, or any unexpected delay in closing the transaction;
(10) the possibility that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (11) the
dilution caused by Raymond James's issuance of additional shares of its common
stock in the transaction; (12) general competitive, economic, political and
market conditions, and (13) other factors that may affect future results of
TriState Capital and Raymond James including changes in asset quality and credit
risk; the inability to sustain revenue and earnings growth; changes in interest
rates and capital markets; inflation; customer borrowing, repayment, investment
and deposit practices; the impact, extent and timing of technological changes;
capital management activities; and other actions of the Board of Governors of
the Federal Reserve System and the Federal Deposit Insurance Corporation and
legislative and regulatory actions and reforms. Additional factors which could
affect future results of Raymond James and TriState Capital can be found in
Raymond James's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, and TriState Capital's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case
filed with the SEC and available on the SEC's website at http://www.sec.gov.
Raymond James and TriState Capital disclaim any obligation and do not intend to
update or revise any forward-looking statements contained in this communication,
which speak only as of the date hereof, whether as a result of new information,
future events or otherwise, except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties, caution
should be exercised against placing undue reliance on such statements.


                                       6
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Important Information About the Transaction and Where to Find It



This document does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to appropriate registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.

In connection with the proposed mergers, Raymond James filed with the SEC a
registration statement on Form S-4 on December 14, 2021, as amended by Amendment
No. 1 to that registration statement filed with the SEC on January 24, 2022, to
register the shares of Raymond James's common stock and preferred stock to be
issued to TriState Capital's shareholders in connection with the transaction.
The registration statement includes a proxy statement of TriState Capital that
also constitutes a prospectus of Raymond James. The registration statement on
Form S-4, as amended, was declared effective by the SEC on January 25, 2022, and
the definitive proxy statement/prospectus was sent to the shareholders of
TriState Capital in connection with the proposed mergers on or about January 26,
2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND PROXY STATEMENT/PROSPECTUS (AND ANY OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE
PROXY STATEMENT/PROSPECTUS), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of these documents and other documents filed with the SEC by
Raymond James or TriState Capital through the website maintained by the SEC at
http://www.sec.gov or by contacting the investor relations department of Raymond
James or TriState Capital at:

Raymond James                    TriState Capital
880 Carillon Parkway             301 Grant Street, Suite 2700
Saint Petersburg, FL 33716       Pittsburgh, PA 15219
Attention: Investor Relations    Attention: Investor Relations


Before making any voting or investment decision, investors and security holders
of Raymond James and TriState Capital are urged to read carefully the entire
registration statement and proxy statement/prospectus, including any amendments
thereto, because they contain important information about the proposed
transaction. Free copies of these documents may be obtained as described above.

Participants in the Solicitation



Raymond James, TriState Capital, and certain of their respective directors and
executive officers may be deemed participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of Raymond James can be found in Raymond James's definitive
proxy statement in connection with its 2022 annual meeting of shareholders, as
filed with the SEC on January 12, 2022, and other documents subsequently filed
by Raymond James with the SEC. Information about the directors and executive
officers of TriState Capital can be found in TriState Capital's definitive proxy
statement in connection with its 2021 annual meeting of shareholders, as filed
with the SEC on April 7, 2021, and other documents subsequently filed by
TriState Capital with the SEC. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, is contained in the proxy
statement/prospectus.


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