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 9A. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
In connection with the filing of this Form 10-K, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2025, based on the material weakness discussed in Management’s Report on Internal Control over Financial Reporting described below.
Notwithstanding such material weakness in our Internal Control over Financial Reporting, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our consolidated financial statements in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).
(b)Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 excluded JBR Recovery Limited, the recycling and refining business, along with certain assets, acquired with effect from October 1, 2024, Octo Finances SA, acquired with effect from January 31, 2025, R.J. O’Brien & Associates LLC and selected affiliates, acquired with effect from July 31, 2025, The Benchmark Company, LLC, acquired with effect from July 31, 2025, and Right Corporation, acquired with effect from September 3, 2025. These acquired businesses had aggregate total assets of $7,583.6 million and total revenues of $211.6 million included in the Company’s consolidated financial statements as of and for the year ended September 30, 2025.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, under the oversight of our Board of Directors, evaluated the Company’s internal control over financial reporting as of September 30, 2025, using the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2025 due to the material weakness in internal control over financial reporting, described below.
Management identified a material weakness in our internal control over financial reporting as we have determined that our control was not operating effectively to assess the proper presentation of “securities purchased under agreements to resell” and “securities sold under agreements to repurchase” for financial reporting purposes, as it related to netting by counterparty, within the presentation of the Company’s consolidated balance sheet and consolidated statement of cash flows as of and for the year ended September 30, 2025. This material weakness was the result of the control operator not appropriately detecting and correcting the error, as a result of insufficient training and enforcement of internal control responsibilities in this internal control area.
Prior to the filing of this Annual Report on Form 10-K, the control deficiency resulted in a material error associated with the calculation of offsetting amounts of collateralized transactions with the same counterparty, whereby “securities purchased under agreements to resell” were underreported with a consistent dollar amount underreported for “securities sold under agreements to repurchase” within the Company’s consolidated balance sheet. This error was corrected in the consolidated balance sheet as of and for the fiscal year ended September 30, 2025 prior to filing. This error had no impact on the Company’s earnings, financial position or liquidity.
KPMG LLP, our independent registered public accounting firm, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of our internal control over financial reporting as of September 30, 2025. KPMG LLP’s report appears in Part II, Item 8 of this Annual Report on Form 10-K.
(c)Remediation Steps to Address Material Weakness
Management intends to remediate the material weakness described above through additional employee training on the proper review procedures in their respective internal control areas as well as reinforcement of the importance of a strong control environment and clearly communicating expectations to emphasize responsibilities and the technical requirements for internal control.
In addition, the Company has redesigned the process to automate the calculation of offsetting amounts of collateralized transactions with the same counterparty, to ensure proper presentation of “securities purchased under agreements to resell” and “securities sold under agreements to repurchase” within the Company’s consolidated balance sheet.
(d)Changes in Internal Control Over Financial Reporting
Other than the material weakness discussed above, there were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
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