Jones Financial Companies LLLP
11/05/2025 | Press release | Distributed by Public on 11/05/2025 14:52
Material Agreement, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2025, The Jones Financial Companies, L.L.L.P. (the "Partnership") adopted the Twenty-Third Amended and Restated Agreement of Registered Limited Liability Limited Partnership (the "23rd Partnership Agreement"), which amended and restated the Partnership's Twenty-Second Amended and Restated Agreement of Registered Limited Liability Limited Partnership (the "22ndPartnership Agreement") in its entirety. Capitalized terms used, but undefined herein, have the meanings ascribed to them in the 23rd Partnership Agreement.
The Partnership plans to expand associate participation in its capital structure and recognize high-impact contributions across the organization. The amendments to the 22ndPartnership Agreement reflect the Partnership's commitment to fostering a culture of growth, recognition, and shared success.
The 23rd Partnership Agreement amended the 22ndPartnership Agreement to effect the following changes, among others:
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Create a new class of limited partners designated as "Class B Limited Partners" and a new class of limited partner interests designated as "Class B Limited Partner Interests" and establish rights and obligations of the Class B Limited Partners in respect of the Class B Limited Partner Interests. Class B Limited Partner Interests will not be issued before January 1, 2027.
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Reclassify each "Limited Partner" of the Partnership prior to the adoption of the 23rd Partnership Agreement as a "Class A Limited Partner" and reclassify each interest held by such existing Limited Partner prior to such date as "Class A Limited Partner Interests." The terms applicable to, and the rights of, the existing Limited Partners that are now referred to as Class A Limited Partners are substantially similar to the rights of such holders under the 22nd Partnership Agreement.
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Modify the allocation and distribution rights for all classes of Partners (other than Class A Limited Partners), which depend, in part, on whether the allocations and distributions relate to a Fiscal Year beginning prior to, on or after the Recapitalization Date.
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Update and modernize certain governance and dispute resolution provisions, including, but not limited to:
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adopting a term limit for the role of Managing Partner;
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requiring of a General Partner Majority Vote to approve certain significant transactions;
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adopting provisions impacting the redemption of interests held by the Partners in the Partnership based upon the occurrence of a Suspension Event;
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revising certain arbitration and class and collective action waiver provisions; and
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amending the approval requirements for amendments to the 23rd Partnership Agreement.
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Make certain other modernizing, technical, clarifying and conforming changes.
The description of the 23rd Partnership Agreement above is qualified in its entirety by reference to the corresponding provisions of the 23rd Partnership Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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