StoneX Group Inc.
For the period ended Sep 30, 2025. Filed Nov 28, 2025.
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FY2025 · Filed Nov 28, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) and (2) Financial Statements and Financial Statement Schedules - All financial statement schedules are filed as part of this report under Item 8 - Financial Statements.
(3) Exhibits
| 2.1 | Agreement and Plan of Merger, dated as of February 26, 2020, by and among the Company, Merger Sub and GCAP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed by the Company on February 27, 2020). |
| 2.2 | Agreement and Plan of Merger, dated as of April 13, 2025, by and among StoneX Group Inc., RTS Merger Sub Inc., RTS Investor Corp. and Westmoor Trail Partners LLC, in its capacity as representative of the Equityholders as set forth therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of StoneX Group Inc. filed on April 14, 2025). |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2009). |
| 3.2 | Certificate of Amendment of Certificate of Incorporation (incorporated by reference from the Company’s Form 10-Q filed with the SEC on August 6, 2020). |
| 3.3 | Certificate of Amendment to StoneX Group Inc.’s Restated Certificate of Incorporation (incorporated by reference from the Company’s Form 8-K filed with the SEC on August 16, 2023). |
| 3.4 | Amended and Restated By-laws (incorporated by reference from the Company’s Quarterly Report on Form 8-K filed with the SEC on September 5, 2024). |
| 4.1 | Description of Registrant’s Securities * |
| 4.2 | Indenture and Form of 7.875% Senior Secured Notes due 2031 issued thereunder by and among the Company, the guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and collateral agent, dated as of March 1, 2024 (incorporated by reference from the Company's Current Report on Form 8-K filed with the SEC on March 1, 2024). |
| 4.3 | Joinder to the Amended and Restated Credit Agreement, dated as of July 31, 2020, by and among the GAIN Guaranteeing Subsidiaries and the Administrative Agent (incorporated by reference from the Company's Current Report on Form 8-K filed with the SEC on July 31, 2020). |
| 4.4 | Indenture by and among StoneX Escrow Issuer LLC, the guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and collateral agent, dated July 8, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of StoneX Group Inc. filed on July 8, 2025). |
| 4.5 | Form of 6.875% Senior Secured Notes due 2032 (included in the Indenture of StoneX Group Inc., dated as of July 8, 2025). (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of StoneX Group Inc. filed on July 8, 2025). |
| 4.6 | First Supplemental Indenture dated as of July 31, 2025 to the Indenture by and among StoneX Group Inc. (as successor to StoneX Escrow Issuer LLC), the guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and collateral agent, dated July 8, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of StoneX Group Inc. filed on July 31, 2025). |
| 10.1 | Registration Rights Agreement, dated October 22, 2002, by and between the Company, and Sean O’Connor (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2002). |
| 10.2 | First Amendment to Registration Rights Agreement, dated December 6, 2002, by and between the Company and Sean O’Connor (incorporated by reference from the Company’s Form 8-K filed with the SEC on December 10, 2002). |
| 10.3 | Registration Rights Agreement, dated October 22, 2002, by and between the Company and John Radziwill (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2002). |
| 10.4 | First Amendment to Registration Rights Agreement, dated December 6, 2002, by and between the Company and John Radziwill (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2002). |
| 10.5 | Farmers Commodities Corporation Supplemental Nonqualified Pension Plan (incorporated by reference from Amendment No. 2 to the Registration Statement on Form S-4 filed by FCStone Group, Inc. with the SEC on December 9, 2004) + |
| 10.6 | Form of Director Indemnification Agreement (incorporated by reference from Amendment No. 3 to the Registration Statement on Form S-4 filed by FCStone Group, Inc. with the SEC on December 30, 2004) |
| 10.7 | Form of Indemnification Agreement with Gain Capital Holdings Inc.’s Non-Employee Directors (incorporated by reference from Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on December 14, 2020). |
| 10.8 | INTL FCStone Inc. 2016 Long-Term Performance Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form 14A filed with the SEC on January 15, 2016). + |
| 10.9 | StoneX Group Inc. 2021 Omnibus Incentive Compensation Plan (incorporated by reference from Exhibit 10.8 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021) + |
| 10.10 | StoneX Group Inc. 2021 Omnibus Incentive Compensation Plan Option Award Agreement(incorporated by reference from Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021). + |
| 10.11 | StoneX Group Inc. 2021 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.10 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021) + |
| 10.12 | StoneX Group Inc. 2021 Omnibus Incentive Compensation Plan Long Term Incentive Performance-Based Cash Compensation Award Agreement (incorporated by reference from Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021) + |
| 10.13 | StoneX Group Inc. 2021 Executive Performance Plan (incorporated by reference from Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021) + |
| 10.14 | 2022 Omnibus Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed by the Company on March 10, 2025) + |
| 10.15 | StoneX Group Inc. Clawback Policy (incorporated by reference from Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the SEC on November 29, 2021) + |
| 10.16 | License Agreement, dated August 9, 2007, by and between GAIN Capital Group, LLC and MetaQuotes Software Corp (incorporated by reference from Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on December 14, 2020). |
| 10.17 | Restatement Agreement, dated June 3, 2025 to the Amended and Restated Credit Agreement, dated as of February 22, 2019 by and between StoneX Group Inc. (f/k/a INTL FCStone Inc.) as Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (Annex A to the Restatement Agreement contains the Amended Credit Agreement, as amended by the Restatement Agreement) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K of StoneX Group Inc. filed on June 4, 2025). |
| 10.18 | Credit Agreement, entered into as of December 12, 2022, by and between StoneX Financial Inc., as borrower, StoneX Group Inc., as a guarantor, BMO Harris Bank N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference from the Company’s Report on Form 10-Q filed with the SEC on February 7, 2023). |
| 10.19 | Commitment Amount Increase Request, dated December 19, 2022, to the Credit Agreement, entered into as of December 12, 2022, by and between StoneX Financial Inc., as borrower, StoneX Group Inc., as a guarantor, BMO Harris Bank N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference from the Company’s Report on Form 10-Q filed with the SEC on February 7, 2023). |
| 10.20 | First Amendment dated October 31, 2023, to the Credit Agreement, entered into as of December 12, 2022, by and between StoneX Financial Inc., as borrower, StoneX Group Inc., as a guarantor, BMO Harris Bank N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference from the Company’s Report on Form 10-K filed with the SEC on November 24,2023). |
| 10.21 | Second Amendment dated October 29, 2024, to the Credit Agreement, entered into as of December 12, 2022, by and between StoneX Financial Inc., as borrower, StoneX Group Inc., as a guarantor, BMO Harris Bank N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference from the Company’s Report of Form 10-K filed with the SEC on November 29, 2024). |
| 10.22 | Fourth Amendment dated October 28, 2025, to the Credit Agreement, entered into as of December 12, 2022, by and between StoneX Financial Inc., as borrower, StoneX Group Inc., as a guarantor, BMO Harris Bank N.A., as Administrative Agent, and the lenders party thereto.* |
| 10.23 | Third Amended and Restated Credit Agreement, entered into as of July 28, 2022, by and among StoneX Commodity Solutions LLC (formerly known as FCStone Merchant Services, LLC), as Borrower, StoneX Group Inc., as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2022). |
| 10.24 | First Amendment and Limited Waiver dated July 29, 2024 to Third Amended and Restated Credit Agreement, entered into as of July 28, 2022, by and among StoneX Commodity Solutions LLC (formerly known as FCStone Merchant Services, LLC), as Borrower, StoneX Group Inc., as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (incorporated by reference from the Company’s Report of Form 10-K filed with the SEC on November 29, 2024). |
| 10.25 | Increase Request dated August 5, 2024 to the Third Amended and Restated Credit Agreement, entered into as of July 28, 2022, by and among StoneX Commodity Solutions LLC (formerly known as FCStone Merchant Services, LLC), as Borrower, StoneX Group Inc., as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (incorporated by reference from the Company’s Report of Form 10-K filed with the SEC on November 29, 2024). |
| 10.26 | Second Amendment to Third Amended and Restated Credit Agreement, entered into as of July 29, 2025, by and among StoneX Commodity Solutions LLC (formerly known as FCStone Merchant Services, LLC), as Borrower, StoneX Group Inc., as Guarantor, the several financial institutions from time to time party to this Agreement, as Lenders, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent.* |
| 10.27 | Amended and Restated Credit Agreement, made as of October 9, 2024, by and among StoneX Financial Ltd, as Borrower, StoneX Group Inc., as Guarantor, the financial institutions from time to time party to this Agreement, as Lenders, and Barclays Bank PLC, as Administrative Agent. |
| 10.28 | Amended and Restated Credit Agreement, made as of October 6, 2025, by and among StoneX Financial Ltd, as Borrower, StoneX Group Inc., as Guarantor, the financial institutions from time to time party to this Agreement, as Lenders, and Barclays Bank PLC, as Administrative Agent.* |
| 10.29 | Amended and Restated First Amendment entered into as of July 11, 2025 by and among R.J. O’Brien & Associates, LLC, as Borrower, Bank of Hope, as Administrative Agent, and the lenders party thereto (the “Lenders”), to the Third Amended and Restated Senior Unsecured Loan Agreement (the “Senior Unsecured Loan Agreement”) and the related Addendum thereto (the “Addendum”), each dated as of February 28, 2025 (collectively, the “Loan Agreement”). This Amendment restated and amends in its entirety that certain First Amendment to Third Amended and Restated Senior Unsecured Loan Agreement dated as of May 7, 2025.* | |
| 10.30 | Employment Agreement, dated February 5, 2025, between StoneX Group Inc. and Sean O’Connor (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.31 | Employment Agreement, dated February 5, 2025, between StoneX Group Inc. and Charles Lyon (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.32 | Employment Agreement, dated March 25, 2022, between StoneX Group Inc. and Philip Smith (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.33 | Employment Agreement, dated March 25, 2022 between StoneX Group Inc. and William Dunaway (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.34 | Employment Agreement, dated March 25, 2022 between StoneX Group Inc. and Mark Maurer (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.35 | Letter Agreement, dated as of March 31, 2025 by and between StoneX Group Inc. and Sean M. O’Connor (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.36 | StoneX Group Inc. 2022 Omnibus Incentive Compensation Plan Restricted Stock Award Agreement - Restricted Performance Stock (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 07, 2025). + | |
| 10.37 | Support Agreement, dated as of April 13, 2025, by and among the Company and certain RTS stockholders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed by the Company on April 14, 2025). | |
| 10.38 | Supplement No. 1 to Intercreditor Agreement, dated as of July 31, 2025, by and among the Company, the subsidiaries of the Company party from time to time thereto, Bank of America, N.A., as first lien agent, The Bank of New York Mellon, as second lien agent, and Bank of America, N.A., as control agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of StoneX Group Inc. filed on July 31, 2025). | |
| 10.39 | Supplement No. 1 to Security and Pledge Agreement, dated as of July 31, 2025, by and among the Company, the subsidiaries of the Company party from time to time thereto, and The Bank of New York Mellon, as collateral agent. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of StoneX Group Inc. filed on July 31, 2025). | |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Annual Report on Form 10-K of StoneX Group Inc. filed on November 29, 2024). | |
| 21.1 | List of the Company’s subsidiaries. * | |
| 23.1 | Consent of KPMG LLP * | |
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a—14(a). * | |
| 31.2 | Certification of Chief Financial Officer, pursuant to Rule 13a—14(a). * | |
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** | |
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** | |
| 97.1 | Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K of StoneX Group Inc. filed on November 29, 2024). | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)* | |
| * | Filed as part of this report. | |
| ** | Furnished herewith. |
| + | Management contract or compensatory plan or arrangement |
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Schedules and Exhibits Excluded
All schedules and exhibits not included are not applicable, not required or would contain information which is included in the Consolidated Financial Statements, Summary of Significant Accounting Policies, or the Notes to the Consolidated Financial Statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.