Skip to main content

StoneX Group Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

SNEX$54.31+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0000913760-25-000089

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000913760-25-000147

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 268 previous paragraphs and 278 current paragraphs.

120 unchanged; 101 reworded; 56 added; 44 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 27 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (56)

Current report

In connection with the acquisition of RJO, on July 8, 2025, we issued $625.0 million in aggregate principal amount of Senior Secured Notes due 2032 (the “Notes due 2032”), which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain existing and future subsidiaries that guarantees indebtedness under the Company’s senior secured revolving credit facility and certain other senior indebtedness. The Notes due 2032 will mature on July 15, 2032. Interest on the Notes due 2032 accrues at a rate of 6.875% per annum and is payable semiannually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. On July 31, 2025, the net proceeds from the issuance of the Notes due 2032 were used to fund the cash portion of the purchase price and to pay related fees and expenses, as described above.

Current report

Potential Impacts of New Tariffs or Changes to Existing Tariffs

Current report

A number of significant structural, political, and monetary issues, and global conflicts continue to confront the global economy, and instability could continue, resulting in changes to the level of inflation, market volatility, potential recession, supply chain constraints and costs, diminished trading volumes, uncertainty, increased operating expenses, and increased costs due to potential new tariffs or changes to existing tariffs. The impact of these events and other factors on our financial position and results of operations is difficult to predict, could affect the comparability of our results of operations from period to period, and may have an adverse effect on our financial results.

Current report

We achieved modest growth in net operating revenues in the third quarter of fiscal 2025, up 4%, with diminished commodity volatility generally as well as heightened interest expense and logistical charges in our precious metals activities leading to declines in our Commercial segment net operating revenues, partially offsetting growth across all of our other business segments. In addition, the three months ended June 30, 2025 includes $6.5 million of bridge loan financing fees and $2.4 million of professional fees related to merger and acquisition activity.

Current report

•OTC derivatives RPC declined 16%, with diminished commodity volatility leading to lower spreads captured.

Current report

The three months ended June 30, 2025 include a $2.3 million loss on the disposal of certain capitalized hardware expenditures, partially offset by a gain of $1.0 million related to a class action settlement. The results of the three months ended June 30, 2024 included a gain of $1.8 million related to a class action settlement received.

Current report

Operating revenues derived from listed derivatives decreased $4.1 million, with our Commercial segment down $5.9 million, partially offset by a $1.8 million increase in our Institutional segment.

Current report

Operating revenues derived from OTC derivatives decreased $7.3 million, principally resulting from a 16% decrease in OTC average rate per contract, partially offset by a 6% increase in OTC derivative volumes.

Current report

Operating revenues increased $408.5 million, or 16%, to $2,924.6 million in the nine months ended June 30, 2025 compared to $2,516.1 million in the nine months ended June 30, 2024.

Current report

Operating revenues from payments increased by $0.5 million, principally driven by a 17% increase in the ADV, which was partially offset by a 13% decline in payments RPM.

Current report

During the three months ended June 30, 2025, interest expense attributable to corporate funding included $3.1 million of bridge loan financing fees related to the amendment of our corporate revolving credit facility, with the entirety of the estimated term of the bridge financing contained within the quarter. In addition, the quarter included interest expense attributable to corporate funding of $3.4 million, related to bridge loan financing fees for the issuance of the Notes due 2032, which closed on July 8, 2025. In addition to the $3.4 million in the current quarter, $1.3 million of unamortized bridge loan financing fees will be amortized in the three months ended September 30, 2025.

Current report

During the three months ended June 30, 2024, interest expense attributable to corporate funding included incremental interest from our March 1, 2024 issuance of the Senior Secured Notes due 2031 (the “Notes due 2031”). While funds from the issuance of the Notes due 2031 were used to redeem the Senior Secured Notes due 2025 (the “Notes due 2025”), the redemption did not occur until June 17, 2024, in order to allow us to redeem those notes at par. At the redemption of the Notes due 2025, we recognized a $3.7 million loss on the extinguishment of debt related to the write-off of unamortized original issue discount and deferred financing costs.

Current report

During the nine months ended June 30, 2025, interest expense attributable to corporate funding included $3.1 million of bridge loan financing fees related to the amendment of our revolving credit facility. In addition, the period included interest expense attributable to corporate funding of $3.4 million, related to bridge loan financing fees for the issuance of the Notes due 2032, which closed on July 8, 2025. In addition to the $3.4 million in the current quarter, $1.3 million of unamortized bridge loan financing fees will be amortized in the three months ended September 30, 2025.

Current report

During the nine months ended June 30, 2024, interest expense attributable to corporate funding included incremental interest from our March 1, 2024 issuance of the Notes due 2031. While funds from the issuance of the Notes due 2031 were used to redeem the Notes due 2025, the redemption did not occur until June 17, 2024, in order to allow us to redeem those notes at par. At the redemption of the Notes due 2025, we recognized a $3.7 million loss on the extinguishment of debt related to the write-off of unamortized original issue discount and deferred financing costs.

Current report

Severance during the three months ended June 30, 2024 included an amount related to the departure of an executive officer.

Current report

Other expenses during the three months ended June 30, 2024 included an accrual of $3.5 million related to the settlement of a post-acquisition commitment contingency.

Current report

Other (Loss) Gains, net: The results of the three months ended June 30, 2025 included a $2.3 million loss on the disposal of certain capitalized hardware expenditures, partially offset by a gain of $1.0 million related to a class action settlement. The results of the three months ended June 30, 2024 included a gain of $1.8 million related to a class action settlement.

Current report

During the nine months ended June 30, 2025 and 2024, severance costs included amounts related to the departure of executive officers.

Current report

Non-trading technology and support costs increased $8.1 million, principally due to an increase in headcount driven technology costs and compliance costs.

Current report

Other (Loss) Gains, net: The results of the nine months ended June 30, 2025 include gains of $6.7 million, resulting from proceeds received from class action settlements, partially offset by a $2.3 million loss on the disposal of certain capitalized hardware expenditures. The results of the nine months ended June 30, 2024 included gains of $8.7 million resulting from proceeds received from class action settlements.

Current report

Operating revenues decreased $36.4 million, or 14%, to $225.8 million in the three months ended June 30, 2025 compared to $262.2 million in the three months ended June 30, 2024. Net operating revenues decreased $52.2 million, or 24%, to $168.3 million in the three months ended June 30, 2025 compared to $220.5 million in the three months ended June 30, 2024.

Current report

Operating revenues derived from listed derivatives decreased $5.9 million, principally resulting from the 26% decrease in the average rate per contract, partially offset by a 24% increase in listed derivatives contract volumes. The decline in the average rate per contract was primarily related to activity in LME base metals markets as compared to the prior year, as the prior year benefited from a widening of spreads related to U.S. and U.K. imposed sanctions on Russian base metals exports.

Current report

Operating revenues derived from OTC derivatives decreased $7.3 million, principally resulting from a 16% decrease in the average rate per contract, which was partially offset by a 6% increase in OTC derivative volumes.

Current report

Interest expense increased $12.2 million, primarily related to heightened interest expense in our precious metals business related to carrying costs on inventory being held in the U.S. to mitigate against possible U.S. government tariffs on imported precious metals.

Current report

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 35% and 31% for the three months ended June 30, 2025 and 2024, respectively.

Current report

Segment income decreased $45.5 million, as compared to a record $125.7 million in the three months ended June 30, 2024, principally due to the decline in operating revenues combined with the increase in interest expense, as well as a $2.1 million increase in non-variable direct expenses. Segment income for the three months ended June 30, 2025 includes a gain of $1.0 million related to proceeds received from a class action settlement.

Current report

Operating revenues increased $45.6 million, or 7%, to $706.7 million in the nine months ended June 30, 2025 compared to $661.1 million in the nine months ended June 30, 2024. Net operating revenues increased $2.7 million, or 0.5%, to $550.8 million in the nine months ended June 30, 2025 compared to $548.1 million in the nine months ended June 30, 2024.

Current report

Operating revenues derived from listed derivatives increased $13.3 million, principally driven by an 18% increase in listed derivative contract volumes, partially offset by a 10% decrease in the average rate per contract. The decline in the average rate per contract was primarily related to activity in LME base metals markets as compared to the prior year, as the prior year benefited from a widening of spreads related to U.S. and U.K. imposed sanctions on Russian base metals exports.

Current report

Operating revenues derived from physical transactions increased $54.1 million, principally driven by $21.7 million and $32.2 million increases in operating revenues in our physical agricultural and energy and precious metals businesses, respectively. The increase in physical agricultural and energy operating revenues were primarily driven by strong performance in global cocoa and coffee markets.

Current report

Interest expense increased $32.2 million, primarily related to heightened interest expense in our precious metals business related to carrying costs on inventory being held in the U.S. to mitigate against possible U.S. government tariffs on imported precious metals.

Current report

For the nine months ended June 30, 2025, we calculated an allocation for overhead costs of $29.4 million for the Commercial segment compared to a $26.6 million allocation in the nine months ended June 30, 2024.

Current report

Operating revenues increased $117.1 million, or 23%, to $626.0 million in the three months ended June 30, 2025 compared to $508.9 million in the three months ended June 30, 2024. Net operating revenues increased $42.4 million, or 27%, to $200.1 million in the three months ended June 30, 2025 compared to $157.7 million in the three months ended June 30, 2024.

Current report

Operating revenues derived from listed derivatives increased $1.8 million compared to the prior year quarter, principally due to a 4% increase in contract volumes, despite a modest decrease in the average RPC.

Current report

For the three months ended June 30, 2025, we calculated an allocation for overhead costs of $14.9 million for the Institutional segment compared to a $13.1 million allocation in the three months ended June 30, 2024.

Current report

Operating revenues increased $318.8 million, or 23%, to $1,726.8 million in the nine months ended June 30, 2025 compared to $1,408.0 million in the nine months ended June 30, 2024. Net operating revenues increased $109.0 million, or 24%, to $565.1 million in the nine months ended June 30, 2025 compared to $456.1 million in the nine months ended June 30, 2024.

Current report

Operating revenues derived from listed derivatives increased modestly compared with the prior year.

Showing the first 40 of 56 passages. Open the source sections for the rest.

Removed paragraphs (44)

Previous report

•OTC derivatives RPC increased 4%, with improved performance in Brazil and European markets.

Previous report

•Lower FX/CFD RPM due to both reduced spread retention and product mix.

Previous report

Operating revenues increased $137.8 million, as we experienced growth across all but one of our operating segments, led by our Institutional segment which added $97.8 million, with our Commercial and Payments segments also increasing $48.1 million and $1.0 million, respectively. Operating revenues in our Self-Directed/Retail declined $8.6 million.

Previous report

The prior year period includes gains of $6.9 million related to class action settlements, which are included in Other gains, in the three months ended March 31, 2024.

Previous report

This transaction is expected to close in the second half of calendar 2025, subject to various approvals and customary closing conditions. In connection with the agreement, the Company has obtained commitments for up to $625 million in debt financing for the acquisition.

Previous report

The Benchmark acquisition is expected to close in the third calendar quarter of 2025 for a purchase price of approximately $75 million.

Previous report

Operating revenues derived from listed derivatives increased $16.7 million, with our Commercial segment up $16.4 million and our Institutional segment up $0.3 million.

Previous report

Operating revenues derived from OTC derivatives increased $7.3 million, principally driven by 11% and 4% increases in OTC derivative volumes and average rate per contract, respectively. This improved performance was primarily driven by increased client activity in European and Brazilian markets.

Previous report

Operating revenues increased $297.9 million, or 19%, to $1,900.3 million in the six months ended March 31, 2025 compared to $1,602.4 million in the six months ended March 31, 2024.

Previous report

Operating revenues from payments declined by $1.8 million, principally driven by a 16% decline in RPM traded, which was partially offset by a 17% increase in the ADV.

Previous report

Operating revenues from physical contracts increased $67.9 million, driven by increases of $34.6 million and $33.2 million in our physical agricultural and energy and precious metals businesses, respectively. Precious metals related operating revenues were favorably impacted by realized gains of $0.7 million in the six months ended March 31, 2025, on the sale of physical inventories carried at the lower of cost or net realizable value, for which losses on related derivative positions were recognized in prior periods.

Previous report

Precious metals related operating revenues were unfavorably impacted during the six months ended March 31, 2024, by unrealized losses on derivative positions of $10.8 million, related to physical inventories carried at the lower of cost or net realizable value.

Previous report

Other Gains: The results of the three months ended March 31, 2024 included a nonrecurring gain related to proceeds of $6.9 million resulting from settlement of the Commodity Exchange Gold Futures and Options Trading matter, reported within our Commercial segment.

Previous report

During the six months ended March 31, 2025, severance costs were $7.2 million, relating to the departure of several employees, including the executive officer mentioned above.

Previous report

Professional fees increased $0.5 million, principally due to higher consulting fees, principally related to implementation projects in our Payments business and our overhead compliance department, partially offset by lower expense in our Self-Directed/Retail Forex business. Partially offsetting the increase in consulting fees, we had lower legal costs principally due to non-recurring insurance related recoveries on legal fees related to matters in which we are defendants.

Previous report

Other Gains: The results of the six months ended March 31, 2025 include nonrecurring gains of $5.7 million, resulting from proceeds received from class action settlements, reported within the Self-Directed/Retail and Institutional segments. The results of the six months ended March 31, 2024 included nonrecurring gains of $6.9 million resulting from proceeds received from class action settlements, reported within the Commercial segment.

Previous report

Operating revenues increased $48.1 million, or 24%, to $248.6 million in the three months ended March 31, 2025 compared to $200.5 million in the three months ended March 31, 2024. Net operating revenues increased $29.1 million, or 18%, to $193.3 million in the three months ended March 31, 2025 compared to $164.2 million in the three months ended March 31, 2024.

Previous report

Operating revenues derived from listed derivatives increased $16.4 million, principally driven by 19% and 7% increases in listed derivatives contract volumes and average rate per contract, respectively. This improved performance was primarily driven by increased client activity in agricultural, energy and base metals markets, with the increase in average rate per contract driven by a widening of spreads in LME base metals markets.

Previous report

Operating revenues derived from OTC derivatives increased $7.3 million, principally driven by 11% and 4% increases in OTC derivative volumes and average rate per contract, respectively. This improved performance was primarily driven by increased client activity in European and Brazilian markets.

Previous report

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 34% and 36% for the three months ended March 31, 2025 and 2024, respectively.

Previous report

Segment income increased $11.1 million, principally due to the growth in operating revenues, which was partially offset by a $14.6 million increase in interest expense, primarily related to our precious metals activities, as well as a $2.6 million increase in non-variable direct expenses. The increase in non-variable direct expenses was principally driven by a $3.2 million increase in fixed compensation and benefits. Segment income for the three months ended March 31, 2024 include a nonrecurring gain of $6.9 million related to proceeds from a settlement in the Commodity Exchange Gold Futures and Options Trading matter.

Previous report

Operating revenues increased $82.0 million, or 21%, to $480.9 million in the six months ended March 31, 2025 compared to $398.9 million in the six months ended March 31, 2024. Net operating revenues increased $54.9 million, or 17%, to $382.5 million in the six months ended March 31, 2025 compared to $327.6 million in the six months ended March 31, 2024.

Previous report

Operating revenues derived from listed derivatives increased $19.2 million, principally driven by 15% and 1% increases in listed derivative contract volumes and average rate per contract, respectively. This improved performance was primarily by increased client activity in agricultural, energy and base metals markets, with the increase in average rate per contract driven by a widening of spreads in LME base metals markets.

Previous report

For the six months ended March 31, 2025, we have calculated an allocation for overhead costs of $19.6 million for the Commercial segment as compared to a $17.7 million allocation in the six months ended March 31, 2024.

Previous report

Operating revenues increased $97.8 million, or 21%, to $561.2 million in the three months ended March 31, 2025 compared to $463.4 million in the three months ended March 31, 2024. Net operating revenues increased $41.2 million, or 28%, to $191.0 million in the three months ended March 31, 2025 compared to $149.8 million in the three months ended March 31, 2024.

Previous report

Operating revenues derived from listed derivatives were relatively flat with the prior year quarter.

Previous report

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in both the three months ended March 31, 2025 and 2024.

Previous report

For the three months ended March 31, 2025, we have calculated an allocation for overhead costs of $15.1 million for the Institutional segment as compared to a $13.3 million allocation in the three months ended March 31, 2024.

Previous report

Operating revenues increased $201.7 million, or 22%, to $1,100.8 million in the six months ended March 31, 2025 compared to $899.1 million in the six months ended March 31, 2024. Net operating revenues increased $66.6 million, or 22%, to $365.0 million in the six months ended March 31, 2025 compared to $298.4 million in the six months ended March 31, 2024.

Previous report

Operating revenues derived from listed derivatives were relatively flat with the prior year.

Previous report

For the six months ended March 31, 2025, we have calculated an allocation for overhead costs of $29.9 million for the Institutional segment as compared to a $26.1 million allocation in the six months ended March 31, 2024.

Previous report

Operating revenues decreased $8.6 million, or 8%, to $93.4 million in the three months ended March 31, 2025 compared to $102.0 million in the three months ended March 31, 2024. Net operating revenues decreased $10.3 million, or 14%, to $64.0 million in the three months ended March 31, 2025 compared to $74.3 million in the three months ended March 31, 2024.

Previous report

Operating revenues derived from physical contracts decreased $0.8 million, as revenues were unfavorably impacted by unrealized losses on derivative positions of $0.5 million related to physical inventories held at the lower of cost or net realizable value.

Previous report

Variable expenses, excluding interest, as a percentage of operating revenues were 34% in the three months ended March 31, 2025 compared to 30% in the three months ended March 31, 2024, principally due to the decline in operating revenues derived from FX/CFD contracts which typically incur a lower relative percentage of variable expenses than do our other business lines.

Previous report

Operating revenues increased $23.0 million, or 12%, to $217.5 million in the six months ended March 31, 2025 compared to $194.5 million in the six months ended March 31, 2024. Net operating revenues increased $17.3 million, or 12%, to $158.6 million in the six months ended March 31, 2025 compared to $141.3 million in the six months ended March 31, 2024.

Previous report

For the six months ended March 31, 2025, we have calculated an allocation for overhead costs of $25.3 million for the Self-Directed/Retail segment as compared to a $23.5 million allocation in the six months ended March 31, 2024.

Previous report

Operating revenues increased $1.0 million, or 2%, to $50.3 million in the three months ended March 31, 2025 compared to $49.3 million in the three months ended March 31, 2024. Net operating revenues increased $0.8 million, or 2%, to $47.6 million in the three months ended March 31, 2025 compared to $46.8 million in the three months ended March 31, 2024.

Previous report

For the three months ended March 31, 2025, we have calculated an allocation for overhead costs of $5.7 million for the Payments segment as compared to a $5.2 million allocation in the three months ended March 31, 2024

Showing the first 40 of 44 passages. Open the source sections for the rest.

Reworded paragraphs (101)

Previous wording

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, including losses from our market-making and trading activities arising from counterparty failures, global trade policies and tariffs, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, uncertainty concerning fiscal or monetary policies established by central banks and financial regulators, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, and other risks discussed in our filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2024. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.

Current wording

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including statements about the benefits of our acquisition of RJO, including expected synergies and future financial and operating results, the plans, objectives, expectations and intentions of StoneX after the acquisition, adverse changes in economic, political and market conditions, including losses from our market-making and trading activities arising from counterparty failures, global trade policies and tariffs, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, uncertainty concerning fiscal or monetary policies established by central banks and financial regulators, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, and other risks discussed in our filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2024. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.

Previous wording

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 4,700 employees as of March 31, 2025. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish market leading positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within “Item 1. Business” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Current wording

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 4,700 employees as of June 30, 2025. We believe our client-first approach differentiates us from large banking institutions, engenders trust and enables us to establish market leading positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within “Item 1. Business” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Previous wording

Unless noted otherwise, comparisons in the following discussions relate to the three months ended March 31, 2025 as compared to the prior fiscal year.

Current wording

Unless noted otherwise, comparisons in the following discussions relate to the three months ended June 30, 2025 as compared to the same quarter in the prior fiscal year.

Previous wording

On April 14, 2025, we announced that we entered into a definitive agreement with RTS Merger Sub Inc., RTS Investor Corp., and Westmoor Trail Partners LLC to acquire R.J. O’Brien (“RJO”), the oldest futures brokerage in the U.S., for an equity value of approximately $900 million. The purchase price will be paid in a combination of cash in the amount of $625 million and shares of the Company’s common stock valuing $275 million. The number of shares will be based on the numerical average of the volume-weighted average trading price for one share for the ten trading days ending on, and including, the last trading day prior to the closing date, subject to a minimum and maximum per share price, as disclosed in the purchase agreement. We will also assume up to $143 million of RJO debt. We believe the acquisition significantly strengthens our position as a leading FCM and enhances our role as an essential part of the global financial market structure, offering institutional grade execution, clearing, custody, and prime brokerage across all asset classes. The acquisition is expected to expand our client float and add many introducing brokers to our network, while RJO’s clients benefit from our extensive range of markets, products, and services.

Current wording

On July 31, 2025, we closed on our previously announced acquisition of R.J. O’Brien (“RJO”). The purchase price consideration was paid in a combination of cash of approximately $610.6 million and the issuance of 3,085,554 shares of the Company’s common stock. At closing, we assumed approximately $125.7 million of RJO debt. We believe the acquisition significantly strengthens our position as a leading FCM and enhances our role as an essential part of the global financial market structure, offering institutional grade execution, clearing, custody, and prime brokerage across all asset classes. The acquisition is expected to expand our client float and add many introducing brokers to our network, while RJO’s clients benefit from our extensive range of markets, products, and services.

Previous wording

On March 11, 2025, we announced that we entered into an agreement to acquire The Benchmark Company, LLC (“Benchmark”). Benchmark is a full-service investment banking firm offering a robust sales and trading platform, award-winning equity research, and a highly experienced investment banking team. Headquartered in New York City and operating nationwide, Benchmark has been delivering exceptional client service, market access, and deep market and industry expertise for over 35 years. We believe this acquisition will strengthen our offerings in equity and debt capital markets, with significant enhancements in equity research and investment banking.

Current wording

On July 31, 2025, we closed on our previously announced acquisition of The Benchmark Company, LLC (“Benchmark”). Benchmark is a full-service investment banking firm offering a robust sales and trading platform, award-winning equity research, and a highly experienced investment banking team. We believe this acquisition will strengthen our offerings in equity and debt capital markets, with significant enhancements in equity research and investment banking. The purchase price consideration includes cash of approximately $57.1 million and four annual contingent payments, each capped at $7.0 million, plus a final contingent payment for any excess above the annual caps over the four year period following the close, aggregating to an estimated undiscounted amount of $35.0 million.

Previous wording

We achieved strong growth and diversified results in the second quarter of fiscal 2025, with a 15% increase in net operating revenues, combined with modest growth in fixed expenses leading to margin expansion resulting in a 35% increase in net income. We experienced an increase in transaction volumes across all of our product offerings, as well as growth in average client equity and average money market/FDIC sweep client balances as compared to the prior year.

Current wording

We experienced an increase in transaction volumes across all of our product offerings, as well as growth in average client equity and average money market/FDIC sweep client balances as compared to the prior year.

Previous wording

•Rate per contract (“RPC”) on listed derivatives increased 2%.

Current wording

•Rate per contract (“RPC”) on listed derivatives decreased 11%, due to client mix and decline from heightened spreads in the prior year in LME base metal markets.

Previous wording

•Growth in securities rate per million (“RPM”), primarily due to heightened volatility in global equity markets.

Current wording

•15% growth in securities rate per million (“RPM”), primarily due to improved performance in global equity markets.

Previous wording

•Lower payments RPM due to generally lower FX spreads in certain markets, most notably in Africa.

Current wording

•6% decline in payments RPM due to generally lower FX spreads in certain markets, most notably in Africa.

Previous wording

Interest and fee income earned on client balances decreased modestly, as declines in short term interest rates were mostly offset by increases in both average client equity and money market/FDIC client balances.

Current wording

Interest and fee income earned on client balances decreased $13.0 million due to declines in short term interest rates, which was partially offset by increases in both average client equity and money market/FDIC client balances.

Previous wording

Overall segment income increased $25.0 million, led by our Commercial and Institutional segments which added $11.1 million and $25.2 million, respectively. Segment income in our Self-Directed/Retail segment declined $11.2 million, while our Payments segment income decreased $0.1 million.

Current wording

Overall segment income decreased $6.8 million, as our Commercial segment decreased $45.5 million, partially offset by increases in our Institutional and Self-Directed/Retail segments of $25.2 million and $13.6 million, respectively. Segment income in our Payments segment decreased $0.1 million.

Previous wording

expenses. Variable expenses were 54% of total expenses in the three months ended March 31, 2025 as compared to 51% in the three months ended March 31, 2024. Non-variable expenses, excluding bad debts, increased $9.8 million, principally due to higher fixed compensation and benefits, depreciation and amortization, and non-trading technology and support, with these increases partially offset by lower professional fees and selling and marketing costs.

Current wording

expenses. Variable expenses were 53% of total expenses in the three months ended June 30, 2025 as compared to 52% in the three months ended June 30, 2024. Non-variable expenses, excluding bad debts, increased $15.9 million, principally due to higher fixed compensation and benefits, professional fees, depreciation and amortization, and non-trading technology.

Previous wording

Net income increased $18.6 million to $71.7 million in the three months ended March 31, 2025. Diluted earnings per share was $1.41 for the three months ended March 31, 2025 compared to $1.09 in the three months ended March 31, 2024.

Current wording

Net income increased $1.5 million to $63.4 million in the three months ended June 30, 2025. Diluted earnings per share was $1.22 for the three months ended June 30, 2025 compared to $1.25 in the three months ended June 30, 2024.

Previous wording

Operating revenues increased $137.8 million, or 17%, to $956.0 million in the three months ended March 31, 2025 compared to $818.2 million in the three months ended March 31, 2024. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Current wording

Operating revenues increased $110.6 million, or 12%, to $1,024.3 million in the three months ended June 30, 2025 compared to $913.7 million in the three months ended June 30, 2024. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Previous wording

Operating revenue from securities transactions increased $171.6 million, principally due to a 29% increase in securities ADV. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. We deduct interest expense associated with our fixed income activities from operating revenues in the calculation of securities RPM in the table above in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $38.1 million, principally driven by the increase in ADV noted above, which more than offset the 3% decline in RPM.

Current wording

Operating revenues derived from securities transactions increased $111.7 million, principally due to a 25% increase in ADV. Carried interest income on fixed income securities is a component of operating revenues, however, interest expense associated with financing these positions is not. In the calculation of securities RPM in the table above, we deduct interest expense associated with our fixed income activities from operating revenues, as well as exclude interest income related to securities lending, in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $39.3 million, principally due to the increase in ADV noted above as well as a 15% increase in the securities RPM primarily as a result of improved performance in equity capital markets.

Previous wording

Operating revenues derived from FX/CFD contracts declined $9.4 million, as a result of a $9.7 million decrease in our Self-Directed/Retail segment, which was partially offset by a $0.3 million increase in Institutional segment FX contracts operating revenues.

Current wording

Operating revenues derived from FX/CFD contracts increased $10.9 million, as a result of a $12.2 million increase in our Self-Directed/Retail segment, which was partially offset by a $1.3 million decrease in Institutional segment FX contracts operating revenues.

Previous wording

Operating revenues from payments increased $0.8 million, principally driven by a 20% increase in payments ADV, which was partially offset by a 15% decline in payments RPM.

Current wording

Operating revenues from payments increased $2.3 million, principally driven by a 16% increase in payments ADV, which was partially offset by a 6% decline in payments RPM.

Previous wording

Operating revenues derived from physical contracts increased $26.7 million, as a result of a $15.6 million increase in precious metals operating revenues, as well as a $11.3 million increase in physical agricultural and energy operating revenues. Precious metals related operating revenues were unfavorably impacted by unrealized losses on derivative positions of $4.0 million and $9.1 million in the three months ended March 31, 2025 and 2024, respectively, related to physical inventories held at the lower of cost or net realizable value.

Current wording

Operating revenues derived from physical contracts decreased $11.4 million, primarily as a result of a $12.9 million decline in physical agricultural and energy operating revenues, which was partially offset by a $1.5 million increase in precious metals operating revenues. Precious metals related operating revenues were unfavorably impacted by unrealized losses on derivative positions of $0.9 million in the three months ended June 30, 2025, related to physical inventories held at the lower of cost or net realizable value. Precious metals operating revenues in the three months ended June 30, 2024, were favorably impacted by realized gains of $8.5 million on the sale of physical inventories carried at the lower of costs or net realizable value, for which losses on related derivative positions were recognized in prior periods.

Previous wording

Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, declined $2.5 million, principally as a result of a decline in short term interest rates, which was partially offset by increases in average client equity and average money-market/FDIC sweep client balances of 9% and 23%, respectively.

Current wording

Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, declined $13.0 million, principally as a result of a decline in short term interest rates, which was partially offset by increases in average client equity and average money-market/FDIC sweep client balances of 10% and 25%, respectively.

Previous wording

Operating revenues from listed derivatives increased $19.3 million, with our Commercial and Institutional segments up $19.2 million and $0.1 million, respectively.

Current wording

Operating revenues from listed derivatives increased $15.2 million, with our Commercial and Institutional segments up $13.3 million and $1.9 million, respectively.

Previous wording

Operating revenues in OTC derivatives declined $0.6 million, principally driven by a 7% decline in the average rate per contract, which was partially offset by an 8% increase in OTC contract volumes.

Current wording

Operating revenues in OTC derivatives declined $7.9 million, principally driven by a 11% decline in the average rate per contract, which was partially offset by a 7% increase in OTC contract volumes.

Previous wording

Operating revenues derived from securities transactions increased $86.0 million, principally due to a 19% increase in ADV. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. We deduct interest expense associated with our fixed income activities from operating revenues in the calculation of securities RPM in the table above in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $32.2 million, principally due to the increase in ADV noted above as well as a 17% increase in the securities RPM primarily driven by heightened volatility in equity markets.

Current wording

Operating revenue from securities transactions increased $283.3 million, principally due to a 28% increase in securities ADV. Carried interest on fixed income securities is a component of operating revenues, however, interest expense associated with financing these positions is not. In the calculation of securities RPM in the table above, we deduct interest expense associated with our fixed income activities from operating revenues, as well as exclude interest income related to securities lending, in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $77.4 million, principally driven by the increase in ADV noted above, as well as a 3% increase in RPM.

Previous wording

Operating revenues from FX/CFD contracts increased $14.6 million, with increases of $12.7 million and $1.9 million in our Self-Directed/Retail and Institutional segments, respectively.

Current wording

Operating revenues from FX/CFD contracts increased $25.5 million, with increases of $24.9 million and $0.6 million in our Self-Directed/Retail and Institutional segments, respectively.

Previous wording

Operating revenues derived from physical transactions increased $67.0 million, principally driven by $34.6 million and $32.5 million increases in operating revenues in our physical agricultural and energy and precious metals businesses, respectively. Precious metals related operating revenues were unfavorably impacted by unrealized losses on derivative positions of $0.7 million and $10.0 million in the six months ended March 31, 2025 and 2024, respectively, related to physical inventories held at the lower of cost or net realizable value.

Current wording

Operating revenues from physical contracts increased $56.5 million, driven by increases of $21.7 million and $34.8 million in our physical agricultural and energy and precious metals businesses, respectively. Precious metals related operating revenues were unfavorably impacted by $0.2 million and $2.3 million in the nine months ended June 30, 2025 and 2024, respectively, by unrealized losses on derivative positions related to physical inventories carried at the lower of cost or net realizable value.

Previous wording

Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, increased $6.7 million, principally as a result of increases of average client equity and average money-market/FDIC sweep client balances of 8% and 18%, respectively.

Current wording

Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, declined $6.3 million, principally as a result of lower short term interest rates which were partially offset by increases of 9% and 20% in average client equity and average money-market/FDIC sweep client balances, respectively.

Previous wording

Expenses were higher in the Equity and Debt Capital Markets businesses, principally related to the increased ADV, along with an increase in ADR conversion fees. Additionally, expenses were higher in our Exchange-Traded Futures & Options, Financial Ag and Energy, and LME businesses, principally related to the increase in contracts traded, and within our Correspondent Clearing business.

Current wording

Expenses were higher in the Equity and Debt Capital Markets businesses, principally related to the increased ADV, along with an increase in ADR conversion fees. Additionally, expenses were higher in our Financial Ag and Energy and Exchange-Traded Futures & Options businesses, principally related to the increase in contracts traded.

Previous wording

Expenses were higher in our Financial Ag and Energy and LME businesses, principally due to increased volume and client mix traded. as well as in our Independent Wealth Management business, principally due to increased revenues, and higher payouts within our Self-Directed/Retail Forex business. These increases were partially offset by lower introducing broker commissions in our Exchange-Traded Futures & Options and Physical Ag and Energy businesses.

Current wording

Expenses were higher in our Independent Wealth Management and Self-Directed/Retail Forex businesses, principally due to increased revenues and higher payouts, as well as in our Financial Ag and Energy and LME businesses, principally due to increased volume and client mix traded. These increases were partially offset by lower introducing broker commissions in our Exchange-Traded Futures & Options business.

Previous wording

Expenses were higher in the Equity and Debt Capital Markets businesses, principally related to the increased ADV, along with an increase in ADR conversion fees. Additionally, expenses were higher in our Exchange-Traded Futures & Options and Financial Ag and Energy businesses, principally related to the increase in contracts traded, and within our Correspondent Clearing business.

Current wording

Expenses were higher in the Equity and Debt Capital Markets businesses, principally related to the increased ADV, along with an increase in ADR conversion fees. Additionally, expenses were higher in our Financial Ag and Energy and Exchange-Traded Futures & Options businesses, principally related to the increase in contracts traded, and within our Correspondent Clearing business.

Previous wording

Expenses were higher in the Independent Wealth Management business, principally driven by increased revenues, and higher in the Financial Ag and Energy business, principally due to increased volume and mix of clients. These increases were partially offset by lower introducing broker commissions in our Exchange-Traded Futures & Options and Physical Ag and Energy businesses.

Current wording

Expenses were higher in our Independent Wealth Management and Self-Directed/Retail Forex businesses, principally due to increased revenues and higher payouts, as well as in our Financial Ag and Energy and LME businesses, principally due to increased volume and client mix traded. These increases were partially offset by lower introducing broker commissions in our Exchange-Traded Futures & Options business.

Previous wording

Compensation and Other Expenses: Compensation and other expenses increased $33.3 million, or 9%, to $390.2 million in the three months ended March 31, 2025 compared to $356.9 million in the three months ended March 31, 2024.

Current wording

Compensation and Other Expenses: Compensation and other expenses increased $19.1 million, or 5%, to $401.4 million in the three months ended June 30, 2025 compared to $382.3 million in the three months ended June 30, 2024.

Previous wording

Non-variable salaries increased within the Commercial segment, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.

Current wording

Non-variable salaries increased within the Commercial and Institutional segments, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.

Previous wording

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the increase in the value of previously granted restricted stock awards related to employee-elected and statutorily-required deferred incentive, which is exchanged for restricted stock that is amortized over a thirty-six month period following the grant date.

Current wording

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to additional restricted stock grants and the increase in the value of previously granted restricted stock awards related to employee-elected and statutorily-required deferred incentive, which is exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The three months ended June 30, 2024 also included $0.9 million in accelerated share-based compensation due to the departure of the executive officer.

Previous wording

Other Expenses: Other non-compensation expenses increased $0.6 million, or 0%, to $123.1 million in the three months ended March 31, 2025 compared to $122.5 million in the three months ended March 31, 2024.

Current wording

Other Expenses: Other non-compensation expenses increased $9.3 million, or 7%, to $134.1 million in the three months ended June 30, 2025 compared to $124.8 million in the three months ended June 30, 2024.

Previous wording

Professional fees decreased $2.8 million, principally due to non-recurring insurance related recoveries on legal fees related to matters in which we are defendants.

Current wording

Professional fees increased $3.9 million, principally due to higher legal fees related to acquisitions and matters in which we are defendants.

Previous wording

Depreciation and amortization increased $3.3 million, principally due to incremental depreciation expense from internally developed software placed into service, partially offset by lower amortization, as certain intangibles, recognized as part the acquisition of Gain Capital Holdings, Inc. in fiscal 2020, became fully amortized during fiscal 2024.

Current wording

Depreciation and amortization increased $2.6 million, principally due to incremental depreciation expense from internally developed software placed into service, partially offset by lower amortization, as certain intangibles, recognized as part the acquisition of Gain Capital Holdings, Inc. in fiscal 2020, became fully amortized during fiscal 2024.

Previous wording

Provision for Taxes: The effective income tax rate was 26% and 26% in the three months ended March 31, 2025 and 2024, respectively. The effective tax rate for the three months ended March 31, 2025 and 2024 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, global intangible low taxed income (“GILTI”), U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.

Current wording

Provision for Taxes: The effective income tax rate was 26% and 30% in the three months ended June 30, 2025 and 2024, respectively. The effective tax rate for the three months ended June 30, 2025 and 2024 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, global intangible low taxed income (“GILTI”), U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.

Previous wording

Compensation and Other Expenses: Compensation and other expenses increased $88.3 million, or 13%, to $771.1 million in the six months ended March 31, 2025 compared to $682.8 million in the six months ended March 31, 2024.

Current wording

Compensation and Other Expenses: Compensation and other expenses increased $107.4 million, or 10%, to $1,172.5 million in the nine months ended June 30, 2025 compared to $1,065.1 million in the nine months ended June 30, 2024.

Previous wording

Non-variable salaries increased within the Commercial segment, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.

Current wording

Non-variable salaries increased within the Commercial and Institutional segments, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.

Previous wording

Employee benefits and other compensation increased principally due to higher payroll taxes, retirement costs, and healthcare benefits principally related to the increase in headcount, as well as a decrease in employee-elected deferred incentive, which is exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The six months ended March 31, 2025 also included $0.9 million in accelerated long-term incentive due to the departure of an executive officer.

Current wording

Employee benefits and other compensation increased principally due to higher payroll taxes, retirement costs, and healthcare benefits principally related to the increase in headcount, as well as a decrease in employee-elected deferred incentive, which is exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The nine months ended June 30, 2025 and 2024 included $0.9 million in accelerated long-term incentive due to the departures of executive officers.

Previous wording

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during the first quarter of 2024, as well as from increased restricted stock amortization related to employee-elected and statutorily-required deferred incentive, which results in cash exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The six months ended March 31, 2025 also included $1.1 million in accelerated share-based compensation due to the departure of the executive officer.

Current wording

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during the first quarter of 2024 and additional restricted stock grants, as well as from increased restricted stock amortization related to employee-elected and statutorily-required deferred incentive, which results in cash exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The nine months ended June 30, 2025 and 2024 also included $1.1 million and $0.9 million, respectively, in accelerated share-based compensation due to the departure of executive officers.

Showing the first 40 of 101 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Employee benefits and other compensation during the three months ended June 30, 2024 included $0.9 million in accelerated long-term incentive due to the departure of an executive officer.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Selling and marketing costs decreased $2.0 million, principally due to the prior year including costs related to our global sales summit, held in February 2024, which occurs on a once-every-two years rotation.

Previous report — wording carried elsewhere

On March 1, 2024, we issued $550 million in aggregate principal amount of the Notes due 2031, which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.

Previous report — wording carried elsewhere

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance primarily will require enhanced disclosures about certain types of expenses. ASU 2024-03 is effective for the