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Raymond James Financial

NYSE: RJF · USD

Raymond James Financial (RJF) Economic Moat Analysis—

Competitive advantages, dated evidence and erosion risks.

Uncertain economic moat

Raymond James demonstrates growing advisory assets, resilient earnings and substantial regulatory capital buffers. Its advisor affiliations and custody services could create switching friction, but the supplied passages do not demonstrate customer dependence, differentiated costs or durable competitive protection. Asset and fee growth do not isolate pricing; fiscal 2025 PCG profit declined despite higher revenue. The evidence supports strong operating execution and governance arrangements, while leaving moat durability and broad pricing discretion uncertain.

Switching costs

Advisor affiliations and custody services provide a potential source of switching friction. The passages establish these relationships and growing client assets, but do not demonstrate costly transfers, contractual lock-in or a durable competitive advantage.

Durability
Unestablished: continued asset growth supports demand, but market appreciation and recruiting cannot be separated from retention.
Competitors
Comparison not established
Erosion risks
Relationships may depend on mobile advisors; compensation competition and weaker PCG profitability could limit the economics of retaining them.
What would invalidate the thesis
The switching-cost hypothesis would be undermined by sustained advisor departures and net client outflows, or evidence that advisors can transfer custody relationships with little disruption or expense.
Evidence (4) · Counterevidence (2)

Changes since the previous analysis

  • Retain the uncertain moat verdict; the current catalog still does not establish durable competitive protection.
  • Replace the previous realized_pricing and contractual_freedom grades with null: the current catalog lacks the previously cited trading-margin compression and commercial-term adjustment disclosures.
  • Reassess retention from asset growth and explicitly identified management claims; the previous $52.4 billion net-new-asset evidence is absent.
  • Remove reliance on the previously cited committed facility, compensation-related share issuance, trading VaR result and fiscal 2026 ROE, which are absent from this catalog. Capital efficiency instead uses disclosed fiscal 2025 ROE.
  • Investment discipline remains unassessable because acquisition and reinvestment outcomes are not supplied.

Evidence limitations

  • Only supplied issuer disclosures were used. No named entity is identified as a competitor; generic financial-services competition does not establish company-specific comparative coverage.
  • Asset growth reflects markets, recruiting and flows. The CEO's retention attribution is a management claim, not a measured retention rate or demonstrated switching cost.
  • No advisory repricing, comparable realized fee yield, transfer-cost evidence or contractual pricing rights are supplied. Revenue growth alone cannot establish pricing power.
  • Current parent-only cash, comprehensive funding maturities, deposit concentration, uninsured-deposit measures and detailed current credit-quality outcomes are missing. Consolidated cash and client assets are not treated as freely available parent funding.
  • All evidence supporting non-null financial assessments comes from filings dated within 550 days of October 23, 2026. Dates retain their supplied filed dateKind; statement dates remain measurement dates.
  • Sustained earnings deterioration, persistent advisor departures or net outflows, and materially declining capital buffers would weaken the observed resilience. Stronger moat conclusions require evidence connecting customer persistence to defensible structural advantages.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
2021———66.1%
2022———-0.2%
2023———-28.4%
2024———13.1%
2025———14.1%

Pricing power—

  • Pricing outcomes

    Reported advisory fees, commissions and interest outcomes combine balances, activity, markets, rates and mix. The passages provide no sufficiently isolated price outcome. Neither higher fee revenue nor growing fee-based assets establishes stronger realized pricing.

  • Customer demand

    Growing PCG and fee-based assets support continuing demand indirectly. The CEO attributes inflows partly to strong advisor retention, but also to recruiting, alongside market appreciation. This supports a mixed assessment of relationship persistence without establishing measured retention or customer lock-in.

  • Margin resilience

    Nine-month fiscal 2026 revenue and pre-tax income increased at similar rates despite lower account and service fees, although compensation grew faster than revenue and credit provisions became a benefit. Fiscal 2025 PCG profit declined despite revenue growth. Outcomes show mixed resilience rather than isolated pricing strength.

  • Pricing freedom

    The catalog does not disclose advisory repricing rights, negotiated pricing restrictions, termination provisions or freedom to change client terms. Business breadth and observed fee revenues do not establish contractual discretion, so this criterion remains unassessable.

Management69

  • Capital discipline

    Actual repurchases and dividends were accompanied by substantial regulatory buffers and growing earnings. However, group capital ratios declined, and prior senior-note issuance added financing commitments. These are observable deployment decisions; the passages do not establish repurchase value creation or returns from acquired businesses.

  • Incentive alignment

    Existing performance awards reference adjusted ROE and relative shareholder returns; all NEOs meet ownership requirements, and compensation recovery policies apply. Five-year LTIP vesting strengthens alignment, with retirement and other acceleration exceptions tempering it. These arrangements do not establish subsequent award achievement or recovery enforcement.

  • Execution

    Nine-month fiscal 2026 net revenues and common earnings increased, while August assets showed substantial year-over-year growth. These outcomes support strong execution indirectly. Market appreciation, recruiting and favorable credit-provision changes contribute; declining fiscal 2025 PCG profit prevents attributing all growth to operational improvement.

  • Governance

    The January proxy discloses a predominantly independent current board, shareholder proxy access, an independently selected lead director with substantive responsibilities, and existing recovery policies. These support strong governance arrangements. Their effectiveness in contested decisions or actual misconduct cases is not demonstrated.

Sources and methodology

Current publication · Updated 23/10/2026 · Version 14

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 05/11/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Advisor affiliations and custody services establish an operating platform, while asset balances establish scale. Neither demonstrates a relative cost advantage, network effect or economically material switching barrier. The supplied evidence cannot establish the existence or strength of a structural moat.

durability · — · Asset growth and recurring fee-based relationships are consistent with persistence, but their drivers include markets and recruiting. Without an established structural advantage or evidence of its protection through competitive challenges, moat durability cannot be graded.

customer dependency · — · Custody and advisor services could embed Raymond James in customer workflows. The passages do not disclose transfer costs, exclusive relationships, contractual dependence or customer-level continuity. Growing assets cannot distinguish dependency from successful acquisition of new relationships.

erosion resilience · — · Consolidated earnings growth demonstrates operating resilience, but does not identify a moat surviving competitive erosion. Talent competition and declining fiscal 2025 PCG profit are relevant cautions, without establishing either realized moat erosion or durable protection against it.

Pricing power—

Insufficient evidence for every rubric criterion; no category score is inferred.

realized pricing · — · Reported advisory fees, commissions and interest outcomes combine balances, activity, markets, rates and mix. The passages provide no sufficiently isolated price outcome. Neither higher fee revenue nor growing fee-based assets establishes stronger realized pricing.

retention · 2/4 · Growing PCG and fee-based assets support continuing demand indirectly. The CEO attributes inflows partly to strong advisor retention, but also to recruiting, alongside market appreciation. This supports a mixed assessment of relationship persistence without establishing measured retention or customer lock-in.

margin resilience · 2/4 · Nine-month fiscal 2026 revenue and pre-tax income increased at similar rates despite lower account and service fees, although compensation grew faster than revenue and credit provisions became a benefit. Fiscal 2025 PCG profit declined despite revenue growth. Outcomes show mixed resilience rather than isolated pricing strength.

contractual freedom · — · The catalog does not disclose advisory repricing rights, negotiated pricing restrictions, termination provisions or freedom to change client terms. Business breadth and observed fee revenues do not establish contractual discretion, so this criterion remains unassessable.

Predictability100

Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.

Nondeclining revenue years (%)
100.00
Revenue growth volatility (pp)
3.48
positiveEarningsShare
100.00
netMarginStdDev
0.32
observedAnnualPeriods
5.00

Financial strength63

Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.

capital adequacy · 3/4 · At June 30, 2026, RJF reported CET1 of 21.5% and total capital of 22.5%, against disclosed required ratios of 7.0% and 10.5%. Both named banks exceeded their requirements; RJ&A had $892 million excess net capital. Declining group ratios temper otherwise strong reported buffers.

liquidity funding · 2/4 · Parent-only cash was $2.296 billion at September 30, 2025, against $3.520 billion senior notes payable. Disclosed 2035 and 2055 issuance supplies actual long-term funding evidence. Missing current parent cash, full maturities and deposit-stability detail limit the assessment; consolidated client balances are not parent liquidity.

asset liability risk · 2/4 · June 2026 consolidated exposures include $56.227 billion net bank loans, securities, advisor loans and deposit funding. Nine-month results include a $24 million credit-loss benefit, but interest-only adjustable mortgages represent approximately 30% of residential mortgages. Rate exposures and missing comprehensive credit-quality measures support a mixed assessment.

earnings resilience · 3/4 · Nine-month fiscal 2026 net income rose to $1.702 billion from $1.531 billion, with higher advisory fees and lower interest expense offsetting weaker account fees. The credit-loss benefit also helped. This demonstrates strong period-specific resilience, with fiscal 2025 PCG weakness and market-sensitive economics limiting extrapolation.

Capital allocation—

Insufficient current sector evidence for every criterion; no category score is inferred.

capital efficiency · 3/4 · Fiscal 2025 reported return on common equity was 17.7%, while regulatory capital substantially exceeded disclosed requirements at June 2026. This supports strong accounting capital efficiency. The return is an issuer-reported common-equity measure, not a risk-adjusted economic return or proof of acquisition and repurchase value creation.

distributions and buffers · 3/4 · Nine-month fiscal 2026 repurchases totaled $1.2 billion against $1.699 billion common earnings; the declared dividend payout ratio was 19.0%. Substantial regulatory buffers remained despite declining group ratios. The evidence supports strong distribution capacity within the period, subject to subsidiary funding and regulatory restrictions.

dilution and cost · 2/4 · Repurchases accompanied a decline in outstanding shares from 198.140 million to 192.125 million between September 2025 and June 2026; diluted weighted-average shares also fell. The $1.2 billion repurchase cost and faster compensation growth temper the benefit. Separate equity-compensation expense and repurchase investment returns remain undisclosed here.

investment discipline · — · The passages disclose growing advisor loans, goodwill and operating expenses, but do not connect acquisition or reinvestment spending to identifiable outcomes or returns. Aggregate earnings growth cannot establish the discipline of those investments. The criterion remains unassessable rather than receiving a neutral grade.

Management69

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Actual repurchases and dividends were accompanied by substantial regulatory buffers and growing earnings. However, group capital ratios declined, and prior senior-note issuance added financing commitments. These are observable deployment decisions; the passages do not establish repurchase value creation or returns from acquired businesses.

incentive alignment · 3/4 · Existing performance awards reference adjusted ROE and relative shareholder returns; all NEOs meet ownership requirements, and compensation recovery policies apply. Five-year LTIP vesting strengthens alignment, with retirement and other acceleration exceptions tempering it. These arrangements do not establish subsequent award achievement or recovery enforcement.

execution · 3/4 · Nine-month fiscal 2026 net revenues and common earnings increased, while August assets showed substantial year-over-year growth. These outcomes support strong execution indirectly. Market appreciation, recruiting and favorable credit-provision changes contribute; declining fiscal 2025 PCG profit prevents attributing all growth to operational improvement.

governance · 3/4 · The January proxy discloses a predominantly independent current board, shareholder proxy access, an independently selected lead director with substantive responsibilities, and existing recovery policies. These support strong governance arrangements. Their effectiveness in contested decisions or actual misconduct cases is not demonstrated.

Evidence

Financial advisors primarily affiliate with us directly as either employees or independent contractors or as employees of third-party Registered Investment Advisors (“RIAs”) and broker-dealers to which we provide services through our RIA and Custody Services (“RCS”) division.

Business — PCG advisor affiliation; 10-K filed November 25, 2025 · Filed 25/11/2025

Total client assets under administration (“AUA”) in our PCG segment as of September 30, 2025 were $1.67 trillion, of which $1.01 trillion related to fee-based accounts (“fee-based AUA”).

Business — PCG assets at September 30, 2025; 10-K filed November 25, 2025 · Filed 25/11/2025

Operating Data As of % change from $ in billions August 31, 2026 August 31, 2025 July 31, 2026 August 31, 2025 July 31, 2026 Client assets under administration $ 1,966.4 $ 1,688.5 $ 1,927.7 16% 2% Private Client Group assets under administration $ 1,899.7 $ 1,626.1 $ 1,859.9 17% 2% Private Client Group assets in fee-based accounts $ 1,181.2 $ 978.9 $ 1,155.1 21% 2% Financial assets under management $ 350.5 $ 270.0 $ 344.6 30% 2% Bank loans, net $ 56.4 $ 50.2 $ 56.3 12% —% Clients’ domestic cash sweep and Enhanced Savings Program balances $ 57.4 $ 54.2 $ 56.7 6% 1% About Raymond James Financial, Inc.

Operating data — August 31, 2026 balances and comparative periods; filed September 23, 2026 · Filed 23/09/2026

“Record assets under administration of $1.97 trillion grew 16% year-over-year and 2% sequentially, driven by higher equity markets and net asset inflows resulting from strong advisor retention and recruiting,” said CEO Paul Shoukry.

August operating release — CEO attribution of asset growth; filed September 23, 2026 · Filed 23/09/2026

We compete for talent with other large financial services firms throughout the United States, Canada, the United Kingdom and Europe, and our ability to sustain or improve our position in this highly competitive environment depends substantially on our ability to continue to attract and retain the most qualified employees.

Proxy — competition for talent; filed January 7, 2026 · Filed 07/01/2026

•Private Client Group — Record net revenues of $10.2 billion increased 8% while pre-tax income of $1.7 billion decreased 4% compared to fiscal 2024.

Proxy — fiscal 2025 PCG revenue and pre-tax income; filed January 7, 2026 · Filed 07/01/2026

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) Three months ended June 30, Nine months ended June 30, in millions, except per share amounts 2026 2025 2026 2025 Revenues: Asset management and related administrative fees $ 2,075 $ 1,733 $ 6,090 $ 5,201 Brokerage revenues: Securities commissions 503 431 1,496 1,302 Principal transactions 126 128 388 396 Total brokerage revenues 629 559 1,884 1,698 Account and service fees 316 302 935 965 Investment banking 291 212 778 753 Interest income 994 990 2,961 2,980 Other 57 46 152 125 Total revenues 4,362 3,842 12,800 11,722 Interest expense (434) (444) (1,278) (1,384) Net revenues 3,928 3,398 11,522 10,338 Non-interest expenses: Compensation, commissions and benefits 2,579 2,202 7,570 6,678 Non-compensation expenses: Communications and information processing 203 191 603 553 Occupancy and equipment 85 77 245 224 Business development 95 77 251 209 Investment sub-advisory fees 63 56 189 163 Professional fees 63 42 136 110 Bank loan provision/(benefit) for credit losses (26) 15 (24) 31 Other 116 175 339 387 Total non-compensation expenses 599 633 1,739 1,677 Total non-interest expenses 3,178 2,835 9,309 8,355 Pre-tax income 750 563 2,213 1,983 Provision for income taxes 155 127 511 452 Net income 595 436 1,702 1,531 Preferred stock dividends — 1 3 4 Net income available to common shareholders $ 595 $ 435 $ 1,699 $ 1,527 Earnings per common share – basic $ 3.06 $ 2.16 $ 8.67 $ 7.51 Earnings per common share – diluted $ 3.01 $ 2.12 $ 8.52 $ 7.35 Weighted-average common shares outstanding – basic 194.0 201.2 195.7 203.0 Weighted-average common and common equivalent shares outstanding – diluted 197.2 205.5 199.1 207.6 Net income $ 595 $ 436 $ 1,702 $ 1,531 Other comprehensive income/(loss), net of tax: Available-for-sale securities (10) 53 23 42 Currency translations, net of the impact of net investment hedges (2) 58 (5) 24 Cash flow hedges (1) (3) (3) (2) Total other comprehensive income/(loss), net of tax (13) 108 15 64 Total comprehensive income $ 582 $ 544 $ 1,717 $ 1,595 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Unaudited consolidated income statement — three and nine months ended June 30, 2026 and 2025; 10-Q filed August 5, 2026 · Filed 05/08/2026

Required ratio (1) Well-capitalized June 30, 2026 September 30, 2025 $ in millions Ratio Amount Ratio Amount RJF: Tier 1 leverage 4.0 % N/A (2) 11.7 % $ 10,651 13.1 % $ 11,156 Tier 1 capital 8.5 % 6.0 % 21.5 % $ 10,651 23.0 % $ 11,156 CET1 capital 7.0 % N/A (2) 21.5 % $ 10,651 22.9 % $ 11,081 Total capital 10.5 % 10.0 % 22.5 % $ 11,126 24.1 % $ 11,687

Regulatory capital — RJF ratios and requirements at June 30, 2026 and September 30, 2025; filed August 5, 2026 · Filed 05/08/2026

Required ratio (1) Well-capitalized June 30, 2026 September 30, 2025 $ in millions Ratio Amount Ratio Amount Raymond James Bank: Tier 1 leverage 4.0 % 5.0 % 8.0 % $ 3,612 8.0 % $ 3,434 Tier 1 capital 8.5 % 8.0 % 15.1 % $ 3,612 13.9 % $ 3,434 CET1 capital 7.0 % 6.5 % 15.1 % $ 3,612 13.9 % $ 3,434 Total capital 10.5 % 10.0 % 16.4 % $ 3,911 15.2 % $ 3,743 TriState Capital Bank: Tier 1 leverage 4.0 % 5.0 % 7.4 % $ 1,796 7.6 % $ 1,661 Tier 1 capital 8.5 % 8.0 % 18.5 % $ 1,796 16.8 % $ 1,661 CET1 capital 7.0 % 6.5 % 18.5 % $ 1,796 16.8 % $ 1,661 Total capital 10.5 % 10.0 % 19.1 % $ 1,859 17.5 % $ 1,732

Regulatory capital — named bank subsidiaries at June 30, 2026; filed August 5, 2026 · Filed 05/08/2026

$ in millions June 30, 2026 September 30, 2025 Raymond James & Associates, Inc.: (Alternative Method elected) Net capital as a percent of aggregate debit items 21.4 % 30.3 % Net capital $ 984 $ 1,030 Less: required net capital (92) (68) Excess net capital $ 892 $ 962

Regulatory capital — Raymond James & Associates, Inc. alternative-method net capital; filed August 5, 2026 · Filed 05/08/2026

September 30, $ in millions 2025 2024 Assets: Cash and cash equivalents $ 2,296 $ 761 Assets segregated for regulatory purposes and restricted cash ($1 and $1 at fair value) 33 46 Intercompany receivables from subsidiaries (primarily non-bank subsidiaries) 1,738 1,682 Investments in consolidated subsidiaries: Bank subsidiaries 5,806 4,829 Non-bank subsidiaries 6,064 6,322 Goodwill and identifiable intangible assets, net 85 68 All other 1,638 1,418 Total assets $ 17,660 $ 15,126 Liabilities and equity: Accrued compensation, commissions and benefits $ 1,347 $ 1,168 Intercompany payables to subsidiaries (non-bank subsidiaries) 28 8 Senior notes payable 3,520 2,040 All other 262 237 Total liabilities 5,157 3,453 Equity 12,503 11,673 Total liabilities and equity $ 17,660 $ 15,126 161 RAYMOND JAMES FINANCIAL, INC.

Parent-only statements of financial condition — September 30, 2025 and 2024; filed November 25, 2025 · Filed 25/11/2025

Trading assets ($1,410 and $1,248 pledged as collateral) 1,627 1,538 Available-for-sale securities ($8 and $9 pledged as collateral) 6,496 6,888 Derivative assets 32 68 Other investments ($20 and $8 pledged as collateral) 383 390 Brokerage client receivables, net 3,331 2,821 Other receivables, net 2,465 1,814 Bank loans, net 56,227 51,567 Loans to financial advisors, net 2,069 1,626 Deferred income taxes, net 465 671 Goodwill and identifiable intangible assets, net 2,608 1,847 Other assets 4,115 3,515 Total assets $ 94,237 $ 88,230 Liabilities and shareholders’ equity: Bank deposits $ 63,319 $ 58,897 Collateralized financings 829 1,111 Financial instrument liabilities, at fair value: Trading liabilities 891 891 Derivative liabilities 215 190 Brokerage client payables 6,882 5,853 Accrued compensation, commissions and benefits 2,555 2,603 Other payables 2,291 1,961 Other borrowings 950 700 Senior notes payable 3,522 3,520 Total liabilities 81,454 75,726 Commitments and contingencies (see Note 17) Shareholders’ equity Preferred stock — 79 Common stock; $.01 par value; 650,000,000 shares authorized; 250,084,168 shares issued and 192,124,666 shares outstanding as of June 30, 2026; 250,084,168 shares issued and 198,139,594 shares outstanding as of September 30, 2025 3 3 Additional paid-in capital 3,204 3,235 Retained earnings 14,977 13,604 Treasury stock, at cost; 57,959,502 and 51,944,574 common shares as of June 30, 2026 and September 30, 2025, respectively (5,104) (4,022) Accumulated other comprehensive loss (381) (396) Total equity attributable to Raymond James Financial, Inc.

Consolidated financial condition — asset exposures, funding and shares; June 30, 2026 and September 30, 2025; filed August 5, 2026 · Filed 05/08/2026

Loans where borrowers may be subject to payment increases include adjustable rate mortgage loans with terms that initially require payment of interest only.

Market and credit risk — interest-only adjustable-rate mortgages; filed August 5, 2026 · Filed 05/08/2026

At June 30, 2026 and September 30, 2025, these loans totaled $3.41 billion and $3.04 billion, respectively, or approximately 30% of the residential mortgage portfolio at each respective period end.

Market and credit risk — interest-only mortgage amounts and residential portfolio share; filed August 5, 2026 · Filed 05/08/2026

The model also considers interest rate-related risks such as pricing spreads, pricing of client cash accounts, including deposit betas, and prepayments.

Market risk — modeled interest-rate exposures; filed August 5, 2026 · Filed 05/08/2026

During the nine months ended June 30, 2026, we repurchased 7.7 million shares of our common stock for $1.2 billion.

Shareholders’ equity — actual nine-month fiscal 2026 repurchases; filed August 5, 2026 · Filed 05/08/2026

Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 Dividend payout ratio 17.9 % 23.6 % 19.0 % 20.4 % We expect to continue paying cash dividends; however, the payment and rate of dividends on our common stock are subject to several factors including our operating results, financial and regulatory requirements or restrictions, and the availability of funds from our subsidiaries, including our broker-dealer and bank subsidiaries, which may also be subject to restrictions under regulatory capital rules.

Shareholders’ equity — dividend payout ratios and subsidiary distribution restrictions; filed August 5, 2026 · Filed 05/08/2026

Additionally, we achieved a return on common equity of 17.7% and an adjusted return on tangible common equity of 21.3%(1) while maintaining capital ratios well above regulatory requirements, providing significant flexibility to continue being opportunistic and investing in growth.

Proxy leadership letter — fiscal 2025 return on common equity; filed January 7, 2026 · Filed 07/01/2026

•Issued $1.5 billion in senior notes, consisting of $650 million in 4.90% senior notes due 2035 and $850 million in 5.65% senior notes due 2055

Proxy — fiscal 2025 senior-note issuance, coupons and maturities; filed January 7, 2026 · Filed 07/01/2026

•Performance vesting awards vest based on company’s achievement of Adjusted ROE and relative total shareholder return (“rTSR”) thresholds, thus further aligning executives with long-term shareholder interests

Proxy — existing performance-vesting award metrics; filed January 7, 2026 · Filed 07/01/2026

In addition, each award under our Long-Term Incentive Plan (“LTIP”), a non-qualified retention plan for highly compensated employees, cliff vests at the end of a five-year period, subject in certain cases to accelerated vesting upon retirement, death and disability.

Proxy — LTIP vesting and acceleration exceptions; filed January 7, 2026 · Filed 07/01/2026

“Clawback” policy. We maintain a robust compensation recoupment policy, together with an NYSE-compliant Dodd-Frank Clawback Policy, which permit the company to recover compensation in the event of a financial restatement, inaccurate performance measures, and serious misconduct or materially imprudent judgment that results in material financial or reputational harm to the company.

Proxy — existing compensation recovery policies; filed January 7, 2026 · Filed 07/01/2026

All of our NEOs have reached or exceeded the ownership requirements.

Proxy — actual NEO ownership-policy compliance; filed January 7, 2026 · Filed 07/01/2026

•Eleven of our current 13 directors, and ten of our 12 director nominees, are non-executive directors who have been deemed independent under Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules

Proxy — current board and nominee independence; filed January 7, 2026 · Filed 07/01/2026

•We maintain a proxy access by-law under which holders (or a group of up to 20 holders) of 3% of our shares continuously for at least 3 years may nominate up to the greater of 20% of our Board or two director candidates for inclusion in our proxy statement Lead Independent Director •A lead independent director, selected by our non-executive directors, operates pursuant to a separate written charter

Proxy — proxy access and independently selected lead director; filed January 7, 2026 · Filed 07/01/2026

•Duties include presiding over executive sessions, recommending agenda topics, facilitating annual self-evaluation of the Board and its committees, assisting in the performance evaluation of our CEO and CEO succession planning Board Oversight of Risk Management •Our Board exercises oversight of management’s responsibilities to assess and manage our key risks

Proxy — lead director responsibilities and board risk oversight; filed January 7, 2026 · Filed 07/01/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
1405/11/2026uncertain
1331/10/2026uncertain
1229/10/2026uncertain
1128/10/2026uncertain
1024/10/2026uncertain
924/10/2026uncertain
823/10/2026uncertain
722/10/2026uncertain
619/10/2026uncertain
519/10/2026uncertain

Sources

Research methodology and limitations · What is an economic moat?