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What changed in StoneX Group Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of StoneX Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+521 added−469 removedSource: 10-K (2025-11-28) vs 10-K (2024-11-29)

Top changes in StoneX Group Inc.'s 2025 10-K

521 paragraphs added · 469 removed · 306 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

67 edited+19 added−14 removed169 unchanged
Biggest changeThe CFTC Reauthorization Act of 2019, which grants the CFTC express authority to regulate the retail forex industry, includes a series of additional rules which regulate various aspects of our business, including additional risk disclosures to retail forex clients, further limitations on sales and marketing materials and additional rules and interpretive notices regarding NFA mandated Information Systems Security Programs, including training and notification requirements for cybersecurity incidents.
Biggest changeThe CFTC Reauthorization Act of 2019, which grants the CFTC express authority to regulate the retail forex industry, includes a series of additional rules which regulate various aspects of our business, including additional risk disclosures to retail forex clients, further limitations on sales and marketing materials and additional rules and interpretive notices regarding NFA mandated Information Systems Security Programs, including training and notification requirements for cybersecurity incidents. 12 Table of C ontents In connection with our foreign-currency exchange risk management and payment solutions services business, one of our subsidiaries, StoneX Payment Services LTD., is registered as a money services business with the Financial Crimes Enforcement Network (“FinCEN”) and has 41 state money transmitter licenses and 8 license exemptions in the United States.
We believe our clients value us for our attention to their needs, our expertise and flexibility, our global reach, our ability to provide access to liquidity in hard-to-reach markets and opportunities, and our status as a well-capitalized and regulatory-compliant organization.
We believe our clients value us for our attention to their needs, expertise and flexibility, global reach, ability to provide access to liquidity in hard-to-reach markets and opportunities, and status as a well-capitalized and regulatory-compliant organization.
Failure to comply with our regulatory requirements could result in a variety of sanctions, including, but not limited to, revocation of applicable licenses and registrations, restrictions or limitations on our ability to carry on our business, suspensions of individual employees and significant fines. U.S. Regulation The commodities industry in the U.S. is subject to extensive regulation under federal law.
Failure to comply with our regulatory requirements could result in a variety of sanctions, including, but not limited to, revocation of applicable licenses and registrations, restrictions or limitations on our ability to carry on our business, suspensions of individual employees and significant fines. U.S. Regulation The commodities industry in the U.S. is subject to extensive regulations under federal law.
Our financial network connects our clients to over 40 derivatives exchanges, 185 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter markets. Execution We provide trade execution services to our clients via both high-touch service and electronically through a wide variety of technology platforms that connect them to markets across the globe.
Our financial network connects our clients to over 40 derivatives exchanges, approximately 185 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter markets. Execution We provide trade execution services to our clients via both high-touch service and electronically through a wide variety of technology platforms that connect them to markets across the globe.
We deliver this access through the entire lifecycle of a trade, from deep market expertise and on-the-ground intelligence to best execution and finally post-trade clearing, custody and settlement services. We believe this is a unique product offering outside of the bulge bracket banks, which creates long-term relationships with our clients.
We deliver this access through the entire lifecycle of a trade, from deep market expertise and on-the-ground intelligence to best execution and post-trade clearing, custody and settlement services. We believe this is a unique product offering outside of bulge bracket banks, which creates long-term relationships with our clients.
Several of our foreign subsidiaries are subject to certain business rules, including those that govern the treatment of client money and other assets which under certain circumstances for certain classes of client must be segregated from the firm’s own assets. Asia Pacific In the Asia Pacific region, our subsidiaries operate under licenses and/or authority from various regulators.
Several of our foreign subsidiaries are subject to certain business rules, including those that govern the treatment of client money and other assets which under certain circumstances for certain classes of clients must be segregated from the firm’s own assets. Asia Pacific In the Asia Pacific region, our subsidiaries operate under licenses and/or authority from various regulators.
Our U.K. and E.U. entities take a risk-based approach and senior management are responsible for addressing these risks. There is a requirement to regularly identify and assess the exposure to financial crime risk and report to the governing body on the same. This enables the targeting of financial crime resources on the areas of greatest risk.
Our U.K. and E.U. entities take a risk-based approach and senior management is responsible for addressing these risks. There is a requirement to regularly identify and assess the exposure to financial crime risk and report to the governing body on the same. This enables the targeting of financial crime resources on the areas of greatest risk.
Accordingly, under these rules, we are required to: • report all derivative contracts and their lifecycle events (concluded, modified and terminated) to which we are a party to a trade repository either by ourselves or through a third party; • keep all records relating to concluding of derivative contracts and any subsequent modification for 5 years; • comply with the risk management requirements for OTC bilateral derivatives, including portfolio reconciliation, portfolio compression, record keeping, dispute resolution and margining; and • clear through central counterparties all OTC derivatives which will be subject to the mandatory clearing obligation.
Accordingly, under these rules, we are required to: • report all derivative contracts and their lifecycle events (concluded, modified and terminated) to which we are a party to a trade repository either by ourselves or through a third party; • keep all records relating to the conclusion of derivative contracts and any subsequent modification for 5 years; • comply with the risk management requirements for OTC bilateral derivatives, including portfolio reconciliation, portfolio compression, record keeping, dispute resolution and margining; and • clear through central counterparties all OTC derivatives which will be subject to the mandatory clearing obligation.
In executing this strategy, we intend to both target new geographic locations and expand the services offered in geographic locations in which we currently operate in an effort to increase our market share or where there is an unmet demand for our services.
In executing this strategy, we intend to both target new geographic locations and expand services offered in geographic locations in which we currently operate in an effort to increase our market share or where there is an unmet demand for our services.
We currently serve more than 54,000 commercial, institutional, and payments clients, and over 400,000 self-directed/retail accounts located in more than 180 countries. Our clients include commercial entities, regional, national and introducing broker-dealers, asset managers, insurance companies, brokers, institutional and individual investors, professional traders, commercial and investment banks as well as government and non-governmental organizations (“NGOs”).
We currently serve more than 80,000 commercial, institutional, and payments clients, and over 400,000 self-directed/retail accounts located in more than 180 countries. Our clients include commercial entities, regional, national and introducing broker-dealers, asset managers, insurance companies, brokers, institutional and individual investors, professional traders, commercial and investment banks as well as government and non-governmental organizations (“NGOs”).
Treasury securities, municipal securities, government sponsored enterprise securities, certificates of deposit, commercial paper and corporate notes or bonds which are guaranteed by the U.S. under the Temporary Liquidity Guarantee Program, interest in money market mutual funds, and repurchase transactions with unaffiliated entities in otherwise allowable securities. We predominately invest our client segregated assets in U.S.
Treasury securities, municipal securities, government sponsored enterprise securities, certificates of deposit, commercial paper and corporate notes or bonds which are guaranteed by the U.S. under the Temporary Liquidity Guarantee Program, interest in money market mutual funds, and repurchase transactions with unaffiliated entities in otherwise allowable securities. We predominantly invest our client segregated assets in U.S.
FCMs, swaps dealers, physical commodity merchants and other intermediaries and service providers create value for commercial clients by managing risks across the clients’ operations, allowing them to focus on their core expertise. In addition, commercial clients often face financial risks such as interest rate and foreign exchange rate volatility, which these intermediaries help to mitigate.
FCMs, swap dealers, physical commodity merchants and other intermediaries and service providers create value for commercial clients by managing risks across the clients’ operations, allowing them to focus on their core expertise. In addition, commercial clients often face financial risks such as interest rate and foreign exchange rate volatility, which these intermediaries help to mitigate.
Physical commodity merchants serve clients by providing trading, hedging, inventory financing and logistics services. Competitors in the Commercial segment include independent (non-bank) FCMs, FCMs affiliated with large commodity producers, global banks and independent and bank-owned swaps dealers. Although global banks represent the vast majority of client segregated assets, they tend to focus on larger clients.
Physical commodity merchants serve clients by providing trading, hedging, inventory financing and logistics services. Competitors in the Commercial segment include independent (non-bank) FCMs, FCMs affiliated with large commodity producers, global banks and independent and bank-owned swap dealers. Although global banks represent the vast majority of client segregated assets, they tend to focus on larger clients.
Our business model has created a revenue stream that is diversified by asset class, client type and geography, earning commissions and spreads as clients execute transactions across our global network, monetizing non-trading client activity including interest and fee earnings on client balances as well as earning consulting and fees for our market intelligence and risk management services.
Our business model has created a revenue stream diversified by asset class, client type and geography, earning commissions and spreads as clients execute transactions across our global network, monetizing non-trading client activity including interest and fee earnings on client balances as well as earning consulting fees for our market intelligence and risk management services.
We utilize the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) network as well as direct application programming interfaces (“APIs”) to service almost 100 financial institutions globally and connect them to our approximately 350 correspondent banks around the world enabling them to make local currency payments in a cost effective and secure manner.
We utilize the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) network as well as direct application programming interfaces (“APIs”) to service almost 100 financial institutions globally and connect them to our approximately 375 correspondent banks around the world enabling them to make local currency payments in a cost effective and secure manner.
Among others, these trends include the impact of increased regulation on banking institutions and other financial services providers; increased consolidation, especially of smaller sub-scale financial services providers and independent securities clearing firms; the growing importance and complexity of conducting secure cross-border transactions; and the demand among financial institutions to transact with well-capitalized counterparties. 3 Table of Contents We focus on mitigating exposure to market risk, ensuring adequate liquidity to maintain our daily operations and making non-interest expenses variable, to the greatest extent possible.
Among others, these trends include the impact of increased regulation on banking institutions and other financial services providers; increased consolidation, especially of smaller sub-scale financial services providers and independent securities clearing firms; the growing importance and complexity of conducting secure cross-border transactions; and the demand among financial institutions to transact with well-capitalized counterparties. 3 Table of C ontents We focus on mitigating exposure to market risk, ensuring adequate liquidity to maintain our daily operations and making non-interest expenses variable, to the greatest extent possible.
In Singapore, StoneX Financial Pte. Ltd. is regulated by the Monetary Authority of Singapore and is a Capital Markets Service Licensee (for dealing in capital market products), an Exempt Financial Adviser (for advising on investment products and issuing or promulgating analyses/ reports on investment products) and a Major Payments Institution (for cross-border money transfer service).
In Singapore, StoneX Financial Pte. Ltd. is regulated by the Monetary Authority of Singapore and is a Capital Markets Service Licensee (for dealing in capital market products), an Exempt Financial Adviser (for advising on investment products and issuing or promulgating analyses/ reports on investment products) and a Major Payments Institution (for cross-border and domestic money transfer services).
Competitive Environment - Commercial Segment Industry participants include producers/end-users, wholesalers and merchants, corporations, introducing brokers, grain elevators, merchandisers, importer/exporter and market intermediaries such as FCMs and swaps dealers, and liquidity venues such as commodity exchanges, financial exchanges and OTC markets.
Competitive Environment - Commercial Segment Industry participants include producers/end-users, wholesalers and merchants, corporations, introducing brokers, grain elevators, merchandisers, importer/exporter and market intermediaries such as FCMs and swap dealers, liquidity venues such as commodity exchanges, financial exchanges and OTC markets.
These statutes, regulations and rules cover all aspects of our business, including: • maintaining specified minimum amounts of capital and limiting withdrawals of funds from our regulated operating subsidiaries; • the treatment of client assets, including custody, control, safekeeping and, in certain countries, segregation of our client funds and securities; • the methods by which clients can fund accounts with us; 10 Table of Contents • sales and marketing activities, including our interaction with, and solicitation of, clients; • disclosures to clients, including those related to product risks, self-dealing and material conflicts of interest; • the collection, use, transfer and protection of client personal information; • anti-money laundering practices; • recordkeeping and reporting requirements; and • continuing education and licensing requirements for our employees, and supervision of the conduct of directors, officers and employees.
These statutes, regulations and rules cover all aspects of our business, including: • maintaining specified minimum amounts of capital and limiting withdrawals of funds from our regulated operating subsidiaries; • the treatment of client assets, including custody, control, safekeeping and, in certain countries, segregation of our client funds and securities; 11 Table of C ontents • the methods by which clients can fund accounts with us; • sales and marketing activities, including our interaction with, and solicitation of, clients; • disclosures to clients, including those related to product risks, self-dealing and material conflicts of interest; • the collection, use, transfer and protection of client personal information; • anti-money laundering practices; • recordkeeping and reporting requirements; and • continuing education and licensing requirements for our employees, and supervision of the conduct of directors, officers and employees.
Broker-dealers, FCMs, investment banks and other intermediaries create value for institutional clients by facilitating client access to various financial markets, including securities and derivatives exchanges, proprietary sources of liquidity, OTC markets, other institutions and international markets. Market intermediaries can act as market-makers or principal traders that 7 Table of Contents facilitate client trading activity by matching orders internally.
Broker-dealers, FCMs, investment banks and other intermediaries create value for institutional clients by facilitating client access to various financial markets, including securities and derivatives exchanges, proprietary sources of liquidity, OTC 7 Table of C ontents markets, other institutions and international markets. Market intermediaries can act as market-makers or principal traders that facilitate client trading activity by matching orders internally.
We strive to increase market share and attract new clients that are underserved by the global banks, capitalizing on our position as one of few publicly listed mid-sized financial services companies offering our clients access to global futures and options products through our well-capitalized independent FCMs, structured OTC products through our swaps dealer as well as our physical commodity offerings.
We strive to increase market share and attract new clients that are underserved by global banks, capitalizing on our position as one of few publicly listed mid-sized financial services companies offering our clients access to global futures and options products through our well-capitalized independent FCMs, structured OTC products through our swap dealer as well as our physical commodity offerings.
We strive to be the one trusted partner to our clients, providing our network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance.
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.
TAG is a FINRA and SIPC registered investment advisor offering a range of investing models to its customer base of mainly retail investors. The TAG acquisition reinforces the Company’s commitment to high-quality financial solutions and enhances its service reach into the Northeast. Acquisitions during Fiscal Year 2023 Incomm S.A.S.
(“TAG”), a Massachusetts corporation. TAG is a FINRA and SIPC registered investment advisor offering a range of investing models to its customer base of mainly retail investors. The TAG acquisition reinforces the Company’s commitment to high-quality financial solutions and enhances its service reach into the Northeast. Acquisitions during Fiscal Year 2023 Incomm S.A.S.
With respect to our retail OTC business, the Dodd-Frank Act includes: 12 Table of Contents • rules that require us to ensure that our clients residing in the United States have accounts open only with our U.S. registered NFA-member operating entity; and • rules that essentially require all retail transactions in any commodity product other than a retail foreign currency transaction that is traded on a leveraged basis to be executed on an exchange, rather than OTC.
With respect to our retail OTC business, the Dodd-Frank Act includes: • rules that require us to ensure that our clients residing in the United States have accounts open only with our U.S. registered NFA-member operating entity; and • rules that essentially require all retail transactions in any commodity product other than a retail foreign currency transaction that is traded on a leveraged basis to be executed on an exchange, rather than OTC.
Market intermediaries facilitate the identification, management and hedging of commodity and financial risks on behalf of commercial entities by designing and executing hedging programs through the use of various hedging instruments, including futures and options traded on exchanges or plain vanilla and more complex structured products traded bi-laterally on the OTC markets.
Market intermediaries facilitate the identification, management and hedging of commodity and financial risks on behalf of commercial entities by designing and executing hedging programs using various hedging instruments, including futures and options traded on exchanges or plain vanilla and more complex structured products traded bi-laterally on the OTC markets.
This was transposed into Irish law by way of amendments to the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021. This legislation requires all entities providing certain services in relation to virtual assets to undertake the process of registration as a VASP with the Central Bank of Ireland (“CBI”). The E.U.
This was transposed into Irish law by way of amendments to the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 16 Table of C ontents to 2021. This legislation requires all entities providing certain services in relation to virtual assets to undertake the process of registration as a VASP with the Central Bank of Ireland (“CBI”). The E.U.
While growth rates have slowed, the highest rates of growth through 2028 are 9 Table of Contents expected to be in Latin America, the Middle East and Africa, which we believe has potential to directly benefit our payments business.
While growth rates have slowed, the highest rates of growth through 2028 are 9 Table of C ontents expected to be in Latin America, the Middle East and Africa, which we believe has the potential to directly benefit our payments business.
We also have registered trademarks covering our City Index brand name and logo in a variety of jurisdictions, including Australia, the U.K., the E.U., Singapore and China. We also have pursued trademark 18 Table of Contents protection through the Madrid Protocol covering our StoneX brand name in a variety of jurisdictions.
We also have registered trademarks covering our City Index brand name and logo in a variety of jurisdictions, including Australia, the U.K., the E.U., Singapore and China. We also have pursued trademark protection through the Madrid Protocol covering our StoneX brand name in a variety of jurisdictions.
Notably, the Dodd-Frank Act requires the registration of swap dealers with the CFTC and provides framework for: • swap data reporting and record keeping on counterparties and data repositories; • centralized clearing for swaps, with limited exceptions for end-users; • the requirement to execute swaps on regulated swap execution facilities; • the imposition on swap dealers to exchange margin on uncleared swaps with counterparties; and • the requirement to comply with capital rules.
Notably, the Dodd-Frank Act requires the registration of swap dealers with the CFTC and provides framework for: • swap data reporting and record keeping on counterparties and data repositories; • centralized clearing for swaps, with limited exceptions for end-users; • the requirement to execute swaps on regulated swap execution facilities; • the imposition on swap dealers to exchange margin on uncleared swaps with counterparties; and 13 Table of C ontents • the requirement to comply with capital rules.
Through our comprehensive platform and our commitment to client service, we provide simple and fast execution, delivering funds in any of these countries quickly through our global network of approximately 350 correspondent banking relationships. 4 Table of Contents Advisory Services We provide value-added advisory services and high-touch trade execution across a variety of financial markets, including commodities, foreign currencies, interest rates, institutional asset management and independent wealth management.
Through our comprehensive platform and our commitment to client service, we provide simple and fast execution, delivering funds in any of these countries quickly through our global network of approximately 375 correspondent banking relationships. 4 Table of C ontents Advisory Services We provide value-added advisory services and high-touch trade execution across a variety of financial markets, including commodities, foreign currencies, interest rates, institutional asset management and independent wealth management.
We use sophisticated tracking and measurement techniques to monitor the results of individual campaigns and continually work to optimize our overall marketing results. 8 Table of Contents We also work with introducing brokers in order to expand our client base.
We use sophisticated tracking and measurement techniques to monitor the results of individual campaigns and continually work to optimize our overall marketing results. 8 Table of C ontents We also work with introducing brokers in order to expand our client base.
Physical Trading We act as a principal to support the needs of our clients in a variety of physical commodities, primarily precious metals, as well as across the commodity complex, including renewable fuels, grains, oil seeds, cotton, coffee, cocoa, fats and oils and feed products.
Physical Trading We act as a principal to support the needs of our clients in a variety of physical commodities, primarily precious metals, as well as across the commodity complex, including energy and renewable fuels, grains, oil seeds, cotton, coffee, cocoa, edible oils, feed products and meats.
We believe this strategy will enable us to build a more scalable and significantly larger organization that embraces an entrepreneurial approach to business, supported and underpinned by strong centralized financial and compliance controls. Available Information Our internet address is www.stonex.com.
We believe this strategy enables us to build a more scalable and significantly larger organization that embraces an entrepreneurial approach to business, supported by strong centralized financial and compliance controls. Available Information Our internet address is www.stonex.com.
Clearing involves the matching of clients’ trades with the exchange, the collection and management of client margin deposits to support the transactions, and the accounting and reporting of the transactions to clients. As of September 30, 2024, our U.S.
Clearing involves the matching of clients’ trades with the exchange, the collection and management of client margin deposits to support the transactions, and the accounting and reporting of the transactions to clients. As of September 30, 2025, our two U.S.
To empower employees to lead healthier, more balanced lives, and to foster a supportive and inclusive work environment, we offer: • A discount on employee medical premiums for the completion of wellness initiatives. • Employee assistance programs that include confidential financial, mental, and physical assistance. • Financial education webinars on saving for retirement and other life milestones. • A program where employees give back to their communities and/or charities through a “Collective Giving” program with a company match for charitable contributions and volunteer hours. • A global personal day off for participating in community service or related personal causes that prioritize employee wellbeing. • Newly enhanced family-friendly benefits, which include eight (8) weeks of paid leave for our parental bonding, adoption, and birth-related leaves, as well as fertility benefits • Employee Resource Groups (“ERGs”) where employees interact over areas of common interest across all segments and geographies. 17 Table of Contents We believe that the effects of our daily choices ripple through our communities, workplaces, and homes.
To empower employees to lead healthier, more balanced lives, and to foster a supportive and inclusive work environment, we offer: • A discount on employee medical premiums for the completion of wellness initiatives. • Employee assistance programs that include confidential financial, mental, and physical assistance. 18 Table of C ontents • Financial education webinars on saving for retirement and other life milestones. • A program where employees give back to their communities and/or charities through a “Collective Giving” program with a company match for charitable contributions and volunteer hours. • A global personal day off for participating in community service or related personal causes that prioritize employee wellbeing. • Newly enhanced family-friendly benefits, which include eight (8) weeks of paid leave for our parental bonding, adoption, and birth-related leaves, as well as fertility benefits. • Employee Resource Groups (“ERGs”) where employees interact over areas of common interest across all segments and geographies.
In addition, we act as a principal to facilitate physical commodity trading and provide marketing, procurement, logistics and price management services to clients across the commodity complex, including renewable fuels, grains, oil seeds, cotton, 5 Table of Contents coffee, cocoa, sugar, fats and oils and feed products. We selectively provide financing to commercial companies against physical inventories.
In addition, we act as a principal to facilitate physical commodity trading and provide marketing, procurement, logistics and price management services to clients across the commodity complex, including renewable fuels, grains, oil seeds, cotton, 5 Table of C ontents coffee, cocoa, sugar, edible oils, feed products and meats. We selectively provide financing to commercial companies against physical inventories.
Payments We have built a scalable platform to provide end-to-end global payment solutions to banks and commercial businesses, as well as charities, NGOs and government organizations. We offer payments services in more than 140 currencies.
Payments We have built a scalable platform to provide end-to-end global payment solutions to banks and commercial businesses, as well as charities, non-governmental organizations (“NGOs”) and government organizations. We offer payments services in more than 140 currencies.
We believe we are one of the leading mid-market clearers in the securities industry, with approximately 100 correspondent clearing relationships with over $31 billion in assets under management or administration as of September 30, 2024.
We believe we are one of the leading mid-market clearers in the securities industry, with approximately 100 correspondent clearing relationships with over $37 billion in assets under management or administration as of September 30, 2025.
Exchange Memberships Through our various operating subsidiaries, we are member of a number of exchanges, including the Chicago Mercantile Exchange, the Chicago Board of Trade, the New York Mercantile Exchange, COMEX, InterContinental Exchange, Inc., the Minneapolis Grain Exchange, the London Metal Exchange, ICE Europe Ltd, Eurex Exchange, Dubai Mercantile Exchange, Euronext Amsterdam, Euronext Paris, European Energy Exchange, B3 S.A., Bitnomial Exchange LLC, Norexco ASA, the Rosario Futures Exchange, ICE Futures Abu Dhabi, India International Bullion Exchange, Australian Securities Exchange, the Montreal Exchange, Small Exchange, Inc., Nodal Exchange and the Singapore Exchange.
Exchange Memberships Through our various operating subsidiaries, we are members of a number of exchanges, including the Chicago Mercantile Exchange, the Chicago Board of Trade, the New York Mercantile Exchange, COMEX, InterContinental Exchange, Inc., the MIAX Futures Exchange, the London Metal Exchange, ICE Europe Ltd, Eurex Exchange, Dubai Mercantile Exchange, Euronext Amsterdam, Euronext Paris, European Energy Exchange, B3 S.A., Norexco ASA, the Rosario Futures Exchange, ICE Futures Abu Dhabi, India International Bullion Exchange, Australian Securities Exchange, the Montreal Exchange, Nodal Exchange, CBOE Futures Exchange, ICE Endex Energy Exchange and the Singapore Exchange.
As such, in its relations with its advisory clients, StoneX Advisers Inc. is subject to the fiduciary and other obligations imposed on investment advisers under the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder, as well as various state securities laws.
As such, in their relations with their advisory clients, StoneX Advisers Inc. and OASIS Investment Strategies, LLC are subject to the fiduciary and other obligations imposed on investment advisers under the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder, as well as various state securities laws.
Markets in Crypto Assets Regulation (“MiCA”) comes into force for Crypto-Asset Service Providers (“CASPs”) from the end of December 2024. Entities registered by the CBI and operating as VASPs by this date can take advantage of a 12- 15 Table of Contents month transition period within which they can continue operating while applying for authorization as a CASP.
Markets in Crypto Assets Regulation (“MiCA”) was effective for Crypto-Asset Service Providers (“CASPs”) from the end of December 2024. Entities registered by the CBI and operating as VASPs by that date can take advantage of a 12-month transition period within which they can continue operating while applying for authorization as a CASP.
By embracing a “whole” person with well-being in mind, we can make life more sustainable for all, now and in the future. We promote a culture of hard work and achievement that also values an appropriate work-life balance for our employees.
We believe that the effects of our daily choices ripple through our communities, workplaces, and homes. By embracing a “whole” person with well-being in mind, we can make life more sustainable for all, now and in the future. We promote a culture of hard work and achievement that also values an appropriate work-life balance for our employees.
StoneX Digital International Limited, the Group’s Ireland-based digital assets entity, is in the closing stages of registration as a VASP with the CBI with a view to applying for authorization as a CASP in Ireland under MiCA. This VASP application comprised a comprehensive CBI review of the Firm’s financial crime systems and controls.
StoneX Digital International Limited, the Group’s Ireland-based digital assets entity, is registered with the CBI as a VASP with the CBI, and intends to apply for authorization as a CASP in Ireland under MiCA. The VASP application comprised a comprehensive CBI review of the Firm’s financial crime systems and controls.
Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 4,500 employees as of September 30, 2024.
Our businesses are supported by our global infrastructure of regulated operating subsidiaries, advanced technology platforms and team of more than 5,400 employees as of September 30, 2025.
CFD’s referencing cryptocurrencies The FCA has adopted rules to ban the sale of CFDs referencing cryptocurrencies to retail consumers, which became effective in January 2021. 13 Table of Contents Client Money Rules We are subject to the FCA’s Client Money rules, under which we are required to: • maintain adequate segregation of client funds; • maintain adequate records in order to identify appropriate client details; • have adequate organizational arrangements in place to minimize the risk that client money may be paid for by the account of a client whose money has not yet been received by us; • undertake daily internal and external client money reconciliations within an appropriate risk and control framework; and • appoint an individual who is responsible for CASS oversight.
Client Money Rules We are subject to the FCA’s Client Money rules, under which we are required to: • maintain adequate segregation of client funds; • maintain adequate records in order to identify appropriate client details; • have adequate organizational arrangements in place to minimize the risk that client money may be paid for by the account of a client whose money has not yet been received by us; • undertake daily internal and external client money reconciliations within an appropriate risk and control framework; and • appoint an individual who is responsible for CASS oversight.
We seek to attract and support our clients through direct and indirect channels. Our primary direct channels for our retail forex and CFD business are our mobile platforms and internet websites, FOREX.com and Cityindex.com, which are available in multiple languages, including English, Chinese, Japanese, Spanish and Arabic.
Our primary direct channels for our retail forex and CFD business are our mobile platforms and internet websites, FOREX.com and Cityindex.com, which are available in multiple languages, including English, Chinese, Japanese, Spanish and Arabic.
Additionally, StoneX Payment Services LTD. is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) and holds a money transmitter license in Canada. 11 Table of Contents Net Capital Requirements Many of our subsidiaries are regulated and subject to minimum and/or net capital requirements.
Additionally, StoneX Payment Services LTD. is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) and holds a money transmitter license in Canada. Net Capital Requirements Many of our subsidiaries are regulated and subject to minimum and/or net capital requirements. All of our subsidiaries are in compliance with their capital regulatory requirements as of September 30, 2025.
For this assessment, we are required to collect information about our existing and potential clients’ knowledge and experience with regard to specific products and services, including: • the types of services, transactions and financial instruments with which the retail client is familiar; • the nature, volume, and frequency of the retail client’s transactions in financial instruments and the period over which they have been carried out; and • the level of education, and profession or relevant former profession of the retail client or potential retail client. 14 Table of Contents We are required to offer to a retail client or transact for them only those products that are deemed appropriate for their knowledge, experience and other circumstances.
For this assessment, we are required to collect information about our existing and potential clients’ knowledge and experience with regard to specific products and services, including: • the types of services, transactions and financial instruments with which the retail client is familiar; 15 Table of C ontents • the nature, volume, and frequency of the retail client’s transactions in financial instruments and the period over which they have been carried out; and • the level of education and profession, or relevant former profession, of the retail client or potential retail client.
Foreign Exchange We provide prime brokerage foreign exchange (“FX”) services to financial institutions and professional traders. We provide our clients with the full range of OTC products, including 24-hour a day execution of spot, forwards and options, as well as non-deliverable forwards in both liquid and exotic currencies.
We provide our clients with the full range of OTC products, including 24-hour a day execution of spot, forwards and options, as well as non-deliverable forwards in both liquid and exotic currencies.
OTC / Market-Making We offer clients access to the OTC markets for a broad range of traded commodities, global securities, foreign currencies, contracts for difference (“CFD”) and interest rate products.
Additionally, we provide clearing of foreign exchange transactions, as well as clearing of a wide range of over-the-counter (“OTC”) products. OTC / Market-Making We offer clients access to the OTC markets for a broad range of traded commodities, global securities, foreign currencies, contracts for difference (“CFD”) and interest rate products.
In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States. Forex and CFDs We are a provider of trading services and solutions in the global financial markets, including spot foreign exchange (“forex”) and CFDs. We offer CFDs on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, options and interest rate products.
In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States and Latin America. Forex and CFDs We are a provider of trading services and solutions in the global financial markets, including spot foreign exchange (“forex”) and CFDs.
All of our subsidiaries are in compliance with their capital regulatory requirements as of September 30, 2024. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 to the Consolidated Financial Statements.
Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 to the Consolidated Financial Statements.
The client assets (“CASS”) rules in the FCA regulations include those that govern the handling of client money and other assets which, under certain circumstances must be segregated from the firm’s own assets.
The client assets (“CASS”) rules in the FCA regulations include those that govern the handling of client money and other assets which, under certain circumstances must be segregated from the firm’s own assets. 14 Table of C ontents CFDs referencing cryptocurrencies The FCA adopted rules to ban the sale of CFDs referencing cryptocurrencies to retail consumers in January 2021.
At the direction of our Executive Committee and in furtherance of our business strategies as a whole, our global human resources leaders are responsible for developing and implementing our overall talent strategy.
At the direction of our Executive Committee and in furtherance of our business strategies as a whole, our global human resources leaders are responsible for developing and implementing our overall talent strategy. This includes the attraction, acquisition, development and engagement of talent to deliver on our strategy and the design of employee compensation, incentive, wellbeing and benefits programs.
Through our independent wealth management business, we provide advisory services to the growing retail investor market. Market Intelligence Our Market Intelligence platform provides our clients with access to deep data and incisive commentary from our expert traders and analysts from across our global network.
Market Intelligence Our Market Intelligence platform provides our clients with access to deep data and incisive commentary from our expert traders and analysts from across our global network.
These instruments include agency mortgage-backed, commercial mortgage-backed, asset-backed and municipal securities, as well as structured credit. 6 Table of Contents Securities We provide value-added solutions that facilitate cross-border trading in equity securities and believe our clients value our ability to manage complex transactions, including foreign exchange, utilizing our local understanding of market convention, liquidity and settlement protocols around the world.
Additionally, we operate a comprehensive investment banking platform which provides both investment banking services and equity research. 6 Table of C ontents Securities We provide value-added solutions that facilitate cross-border trading in equity securities and believe our clients value our ability to manage complex transactions, including foreign exchange, utilizing our local understanding of market convention, liquidity and settlement protocols around the world.
Patent and Trademark Office (“USPTO”), including: StoneX, StoneX One, StoneHedge, IRMP, FC Stone, CommodityNetwork, CoffeeNetwork, GAIN Capital, FOREX.com, It’s Your World. Trade It., GAIN Capital Futures, and GAIN Futures. We have applications pending with the USPTO for StoneX Bullion and Global Payments Connect.
Patent and Trademark Office (“USPTO”), including: StoneX, StoneX One, StoneHedge, StoneX Bullion, IRMP, FC Stone, CommodityNetwork, CoffeeNetwork, Gain Capital, FOREX.com, It’s Your World. Trade It., Gain Capital Futures, Gain Futures, Hrvyst, RJO Connect, Service is Our Trade, and RJ Oasis Strategic Investment Solutions.
Failure to comply with our exchange membership requirements could result in a variety of consequences, including, but not limited to fines and revocation of memberships, which would limit on our ability to carry on our business with these exchanges.
Failure to comply with our exchange membership requirements could result in a variety of consequences, including, but not limited to fines and revocation of memberships, which would limit our ability to carry on our business with these exchanges. 17 Table of C ontents Human Capital Management We believe that our long-term success depends in large part on the quality and dedication of our people, as well as on empowering our employees to serve and engage our clients worldwide.
This acquisition extends our metals offering into sourcing and refining. The total purchase price is expected to be approximately $10 million. Acquisitions during Fiscal Year 2024 Trust Advisory Group, Ltd. On September 20, 2024, our subsidiary StoneX Advisors Inc. acquired all of the outstanding shares of Trust Advisory Group, Ltd. (“TAG”), a Massachusetts corporation.
JBR is one of only two UK companies accredited for the supply of “Good Delivery” silver to the London Bullion Market. This acquisition extends our metals offering into sourcing and refining. Acquisitions during Fiscal Year 2024 Trust Advisory Group, Ltd. In September 2024, our subsidiary StoneX Advisors Inc. acquired all of the outstanding shares of Trust Advisory Group, Ltd.
In connection with our wealth management business, one of our subsidiaries, StoneX Advisors Inc., is registered with, and subject to oversight by, the SEC as an investment adviser.
Our subsidiaries, StoneX Advisors Inc. and OASIS Investment Strategies, LLC, are registered with, and subject to oversight by, the SEC as investment advisers.
FCM held $5.7 billion in required client segregated assets, which makes us one the largest non-bank FCMs in the U.S., as measured by required client segregated assets. We seek to leverage our capabilities and capacity in clearing to financial institutions, institutional trading firms, professional traders and introducing brokers as well as offering facilities management or outsourcing solutions to other FCMs.
We seek to leverage our capabilities and capacity in clearing to financial institutions, institutional trading firms, professional traders and introducing brokers as well as offering facilities management or outsourcing solutions to other FCMs. Foreign Exchange We provide prime brokerage foreign exchange (“FX”) services to financial institutions and professional traders.
Employee performance is evaluated annually through written self-assessments which are reviewed in discussions with supervisors and managers.
Employee performance is evaluated annually through written self-assessments which are reviewed in discussions with supervisors and managers. Mid-year check-ins are also conducted to provide feedback, assess progress toward goals, and ensure continued alignment with business priorities.
In addition, we act as an independent full-service provider of clearing, custody, research and security-based lending products in the global securities markets. We provide multi-asset prime brokerage, outsourced trading and custody, as well as self-clearing and introduced clearing services for hedge funds, mutual funds and family offices.
We provide multi-asset prime brokerage, outsourced trading and custody, as well as self-clearing and introduced clearing services for hedge funds, mutual funds and family offices. We provide prime brokerage services in major foreign currency pairs and swap transactions to institutional clients.
Business units provide hands-on training to their employees to equip them for success in their roles and provide increased opportunities to develop their careers. • Manager Training . Management training is provided to certain senior leaders and mid-level managers.
Business units provide hands-on training to their employees to equip them for success in their roles and provide increased opportunities to develop their careers. • Learning and Development Platforms. We provide employees with access to LinkedIn Learning, the firm’s primary platform for professional skills development.
One of our subsidiaries is one of the largest non-bank futures commission merchant (“FCM”) in the United States (“U.S.”) as measured by its $5.7 billion in required client segregated assets as of September 30, 2024 and our United Kingdom (“U.K.”) subsidiary is one of only seven Category One ring dealing members of the London Metals Exchange (the “LME”).
We operate two of the largest non-bank futures commission merchants (“FCM”) in the United States (“U.S.”) as measured by their required client segregated and foreign secured assets of $7.4 billion and $6.3 billion, respectively, as of September 30, 2025.
We also participate in the underwriting and trading of agency mortgage-backed, commercial mortgage-backed, asset-backed and municipal securities as well as structured credit in domestic and international markets. Through our asset management activities, we leverage our specialist expertise in niche markets to provide institutional investors with tailored investment products.
Through our asset management activities, we leverage our specialist expertise in niche markets to provide institutional investors with tailored investment products. Through our independent wealth management business, we provide advisory services to the growing retail investor market.
Subsequent Acquisitions JBR Recovery Limited On October 1, 2024, one of the Company’s subsidiaries, StoneX Metals Limited, acquired all the outstanding shares of JBR Recovery Limited (“JBR”), a recycling and refining business based in the UK. JBR is one of only two UK companies accredited for the supply of “Good Delivery” silver to the London Bullion Market.
Assets of JBR Recovery Limited On October 1, 2024, the Company’s subsidiary, StoneX Metals Limited, acquired the recycling and refining business, along with certain assets, including licenses, silver inventory and refining/recycling equipment, from JBR Recovery Limited (“JBR”), a recycling and refining business incorporated in England and Wales.
Removed
We provide prime brokerage services in major foreign currency pairs and swap transactions to institutional clients. Additionally, we provide clearing of foreign exchange transactions, as well as clearing of a wide range of over-the-counter (“OTC”) products.
Added
Our United Kingdom (“U.K.”) subsidiary is one of only eight Category One ring dealing members of the London Metals Exchange (the “LME”). In addition, we act as an independent full-service provider of clearing, custody, research and security-based lending products in the global securities markets.
Removed
In addition, we originate, structure and place debt instruments in the domestic and international capital markets.
Added
We operate a comprehensive investment banking platform which provides both investment banking services and equity research. This includes participating in the underwriting and trading of equity securities, agency mortgage-backed, commercial mortgage-backed, asset-backed and municipal securities as well as structured credit in domestic and international markets.
Removed
In connection with our foreign-currency exchange risk management and payment solutions services business, one of our subsidiaries, StoneX Payment Services LTD., is registered as a money services business with the Financial Crimes Enforcement Network (“FinCEN”) and has 41 state money transmitter licenses and 8 license exemptions in the United States.
Added
FCMs held $7.4 billion and $6.3 billion in required client segregated and foreign secured assets, which combined makes us the largest non-bank FCM in the U.S., as measured by required client segregated and foreign secured assets.
Removed
Human Capital Management We believe that our long-term success depends in large part on the quality and dedication of our people, as well as on empowering our employees to serve and engage our clients worldwide.
Added
We offer CFDs on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, options and interest rate products. We seek to attract and support our clients through direct and indirect channels.
Removed
This includes the attraction, acquisition, development and engagement of talent to 16 Table of Contents deliver on our strategy and the design of employee compensation, incentive, wellbeing and benefits programs.
Added
Subsequent Acquisitions Plantureux On November 3, 2025, one of the Company’s subsidiaries, StoneX Financial Europe GmbH, acquired all outstanding shares of Plantureux et Associés, a Paris-based brokerage firm specializing in agricultural commodities across both the physical and derivatives markets. Intercam Securities, Inc. and Intercam Advisors, Inc.
Removed
Diversity We recognize the importance of diversity as it provides us with broader knowledge and skills to enhance our performance and improve the service we can provide to our clients. It also helps us to expand our understanding of the markets in which we operate.
Added
On October 17, 2025, we acquired all the outstanding shares of Intercam Securities, Inc. and Intercam Advisors, Inc., both U.S.-based firms providing brokerage and investment advisory services to Latin America clients. Subsequent to the acquisitions, the companies have been renamed as StoneX International Securities Inc. and StoneX International Advisors, Inc.
Removed
In addition to seeking out and including diverse perspectives and talent in our ranks, we also want to ensure that employees from diverse backgrounds feel empowered to share their experiences with employees with similar diverse backgrounds, as well as with other employees with different backgrounds.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs of September 30, 2024, we had five committed credit facilities under which we could borrow up to $1,205.0 million, consisting of: • a $500.0 million facility for general working capital requirements, committed until April 21, 2026; • a $250.0 million facility for short-term funding of margin to commodity exchanges, committed until October 28, 2025; • a $325.0 million committed facility for financing commodity financing arrangements and commodity repurchase agreements, committed until July 29, 2025; • a $115.0 million facility for short-term funding of margin to commodity exchanges, committed until October 9, 2025; and • a $15.0 million facility for general working capital requirements, committed until September 5, 2025; It is possible that these facilities might not be renewed at the end of their commitment periods and that we will be unable to replace them with other facilities on terms favorable to us or at all.
Biggest changeO’Brien & Associates, LLC, committed until April 30, 2027; • a $175.0 million facility for short-term funding of margin to commodity exchanges, committed until October 6, 2026; and 26 Table of C ontents • a $20.0 million facility for general working capital requirements, committed until January 23, 2026; • a $15.0 million facility for general working capital requirements, committed until September 4, 2026; • a $15.0 million facility for general working capital requirements, committed until October 1, 2026; It is possible that these facilities might not be renewed at the end of their commitment periods and that we will be unable to replace them with other facilities on terms favorable to us or at all.
Any change in market volume, price or liquidity or any other of these factors could have a material adverse effect on our business, financial condition and operating results. We operate as a principal in the OTC derivatives markets which involves significant risks associated with commodity derivative instruments in which we transact.
Any change in market volume, price, liquidity or any other of these factors could have a material adverse effect on our business, financial condition and operating results. We operate as a principal in the OTC derivatives markets which involves significant risks associated with commodity derivative instruments in which we transact.
Even if we our risk management procedures are effective in mitigating known risks, new unanticipated risks may arise and we may not be protected against significant financial loss stemming from these unanticipated risks.
Even if our risk management procedures are effective in mitigating known risks, new unanticipated risks may arise and we may not be protected against significant financial loss stemming from these unanticipated risks.
We cannot provide any assurances that we will be able to engage in additional suitable acquisitions on attractive terms or at all, or that we would be able to obtain financing for future transactions. If we are not able enter into additional transactions, our growth may be adversely affected.
We cannot provide any assurances that we will be able to engage in additional suitable acquisitions on attractive terms or at all, or that we would be able to obtain financing for future transactions. If we are not able to enter into additional transactions, our growth may be adversely affected.
Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payment processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including due to a cyber attack, may cause industry-wide operational disruptions that could materially affect our ability to conduct business.
Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payment processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including those due to a cyber attack, may cause industry-wide operational disruptions that could materially affect our ability to conduct business.
In addition, changes in existing rules or regulations, including the interpretation thereof, or the adoption of new rules or regulations, could subject us to increased cost and risk of regulatory investigation or civil litigation, on or more of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, changes in existing rules or regulations, including the interpretation thereof, or the adoption of new rules or regulations, could subject us to increased cost and risk of regulatory investigation or civil litigation, one or more of which could have a material adverse effect on our business, financial condition and results of operations.
International Operations Risks Our international operations involve special challenges that we may not be able to meet, which could adversely affect our business, financial condition and results of operation. We engage in a significant amount of business with clients in markets outside the United States.
International Operations Risks Our international operations involve special challenges that we may not be able to meet, which could adversely affect our business, financial condition and results of operations. We engage in a significant amount of business with clients in markets outside the United States.
The level of our indebtedness could have material adverse effects on our business, financial condition and results of operations, including: 25 Table of Contents • requiring that an increasing portion of our cash flow from operations be used for the payment of interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions, investments and general corporate requirements; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, investments and general corporate requirements: • limiting our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or business; • increasing the risk of a future downgrade of our credit ratings, which could increase future debt costs; and restricting our ability to borrow additional funds or refinance existing debt as needed or take advantage of business opportunities as they arise.
The level of our indebtedness could have material adverse effects on our business, financial condition and results of operations, including: • requiring that an increasing portion of our cash flow from operations be used for the payment of interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions, investments and general corporate requirements; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, investments and general corporate requirements: • limiting our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or business; • increasing the risk of a future downgrade of our credit ratings, which could increase future debt costs; and restricting our ability to borrow additional funds or refinance existing debt as needed or take advantage of business opportunities as they arise.
These risks include: • failure by our clients and counterparties to fulfill contractual obligations and honor commitments to us; • failure by clients to deposit additional collateral for their margin loans during periods of significant price declines; 21 Table of Contents • failure by our clients to meet their margin obligations; • failure by our hedge counterparties to meet their obligations to us; • failure by our clearing brokers and banks to adequately discharge their obligations on a timely basis or remain solvent; and • default by clearing members in the clearing houses in the U.S. and abroad of which we are members which could cause us to absorb shortfalls pro rata with other clearing members.
These risks include: • failure by our clients and counterparties to fulfill contractual obligations and honor commitments to us; • failure by clients to deposit additional collateral for their margin loans during periods of significant price declines; • failure by our clients to meet their margin obligations; • failure by our hedge counterparties to meet their obligations to us; • failure by our clearing brokers and banks to adequately discharge their obligations on a timely basis or remain solvent; and • default by clearing members in the clearing houses in the U.S. and abroad of which we are members which could cause us to absorb shortfalls pro rata with other clearing members.
Additional states, as well as foreign jurisdictions, have enacted or are proposing similar data protection regimes, resulting in a rapidly evolving landscape governing how we collect, use, transfers and protect personal data. These laws and regulations are inconsistent across jurisdictions and are subject to evolving interpretations.
Additional states, as well as foreign jurisdictions, have enacted or are proposing similar data protection regimes, resulting in a rapidly evolving landscape governing how we collect, use, transfer and protect personal data. These laws and regulations are inconsistent across jurisdictions and are subject to evolving interpretations.
Cybersecurity failures may be caused by employee error or malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, and their products. We have been subject to cybersecurity attacks in the past, 24 Table of Contents including breaches of our information technology systems, and may experience them in the future, potentially with more frequency or sophistication.
Cybersecurity failures may be caused by employee error or malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, and their products. We have been subject to cybersecurity attacks in the past, including breaches of our information technology systems, and may experience them in the future, potentially with more frequency or sophistication.
Sudden sharp changes in the fair value of securities, commodities and other assets can result in a number of adverse consequences for our business, including illiquid markets, fair value losses arising from positions held by us, 20 Table of Contents and the failure of buyers and sellers of securities, commodities and other assets to fulfill their settlement obligations.
Sudden sharp changes in the fair value of securities, commodities and other assets can result in a number of adverse consequences for our business, including illiquid markets, fair value losses arising from positions held by us, and the failure of buyers and sellers of securities, commodities and other assets to fulfill their settlement obligations.
The indenture governing our 7.875% Senior Secured Notes due 2031 and the agreements governing our above-mentioned committed credit facilities impose significant operating and financial restrictions and limit our ability and that of our restricted subsidiaries to incur and guarantee additional indebtedness, pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock and prepay, redeem or repurchase certain debt, among other restrictions.
The indentures governing our 7.875% Senior Secured Notes due 2031, 6.875% Senior Secured Notes due 2032 and the agreements governing our above-mentioned committed credit facilities impose significant operating and financial restrictions and limit our ability and that of our restricted subsidiaries to incur and guarantee additional indebtedness, pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock and prepay, redeem or repurchase certain debt, among other restrictions.
Our revenues and operating results may fluctuate significantly because of the following factors: • market conditions, such as price levels and volatility in the commodities, securities and foreign exchange markets in which we operate; • changes in the volume of our market-making and trading activities; • changes in the value of our financial instruments, currency and commodities positions and our ability to manage related risks; and • the level and volatility of interest rates.
Our revenues and operating results may fluctuate significantly because of the following factors: • market conditions, such as price levels and volatility in the commodities, securities and foreign exchange markets in which we operate; • changes in the volume of our market-making and trading activities; 19 Table of C ontents • changes in the value of our financial instruments, currency and commodities positions and our ability to manage related risks; and • the level and volatility of interest rates.
If we are unable to execute our disaster recovery and business continuity plans, or if our plans prove insufficient for a particular situation or take longer than expected to implement in a crisis situation, our business, financial condition and results of operations could be materially adversely affected, and our business interruption insurance may not adequately compensate us for losses that may occur.
If we are unable to execute our disaster recovery and business continuity plans, or if our plans prove insufficient for a particular situation or take longer than expected to implement in a crisis situation, our business, financial condition and results of 24 Table of C ontents operations could be materially adversely affected, and our business interruption insurance may not adequately compensate us for losses that may occur.
There are a number of significant challenges that need to be overcome in order to realize the benefits of acquisitions, including: • integrating the management teams, strategies, cultures, technologies and operations of the acquired companies; • retaining and assimilating the key personnel of acquired companies; • retaining existing clients of the acquired companies; • creating uniform standards, controls, procedures, policies and information systems; and • achieving revenue growth.
There are a number of significant challenges that need to be overcome in order to realize the benefits of acquisitions, including: 30 Table of C ontents • integrating the management teams, strategies, cultures, technologies and operations of the acquired companies; • retaining and assimilating the key personnel of acquired companies; • retaining existing clients of the acquired companies; • creating uniform standards, controls, procedures, policies and information systems; and • achieving revenue growth.
Although we collect margin or other deposits from our clients for these positions, significant adverse price movements can occur which will require us to post margin or other deposits on short notice, whether or not we are able to collect additional margin or credit support from our clients.
Although we collect margin or other deposits from our clients for these positions, significant adverse price movements can occur which will require us to post margin or other deposits on short notice, regardless of whether we are able to collect additional margin or credit support from our clients.
Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, and any failure to comply with the CCPA, GDPR 27 Table of Contents or other applicable data protection regulations, policies, industry standards, contractual obligations, or other legal obligations, could subject us to risk of regulatory investigation, penalties, business disruption, civil litigation and reputational harm, and could have a material adverse effect on our business, financial condition and results of operation.
Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, and any failure to comply with the CCPA, GDPR or other applicable data protection regulations, policies, industry standards, contractual obligations, or other legal obligations, could subject us to risk of regulatory investigation, penalties, business disruption, civil litigation and reputational harm, and could have a material adverse effect on our business, financial condition and results of operations.
In addition, the issuance of preferred stock may 30 Table of Contents have the effect of delaying or preventing a change of control, because the rights given to the holders of a series of preferred stock may prohibit a merger, reorganization, sale, liquidation or other extraordinary corporate transaction.
In addition, the issuance of preferred stock may have the effect of delaying or preventing a change of control, because the rights given to the holders of a series of preferred stock may prohibit a merger, reorganization, sale, liquidation or other extraordinary corporate transaction.
If we face material delays in introducing new services, products and enhancements, our clients may forego the use of our platforms and use those of our competitors. Further, the adoption of new internet, networking, cloud, telecommunications or blockchain technologies may require us to devote substantial resources to modify and adapt our services.
If we face material delays in introducing new services, products and enhancements, our clients may forego the use of our platforms and use those of our competitors. 25 Table of C ontents Further, the adoption of new internet, networking, cloud, telecommunications or blockchain technologies may require us to devote substantial resources to modify and adapt our services.
Competition Risk We are subject to intense competition. We derive a significant portion of our revenues from market-making and trading activities involving securities, commodities and foreign exchange. The market for these services, particularly market-making services through electronic platforms, is rapidly evolving and intensely competitive. We expect competition to continue and increase in the future.
We derive a significant portion of our revenues from market-making and trading activities involving securities, commodities and foreign exchange. The market for these services, particularly market-making services through electronic platforms, is rapidly evolving and intensely competitive. We expect competition to continue and increase in the future.
Certain provisions of Delaware law and our charter may adversely affect the rights of holders of our common stock and make a takeover of us more difficult. We are organized under the laws of the State of Delaware. Certain provisions of Delaware law may have the effect of delaying or preventing a change in control.
Certain provisions of Delaware law and our charter may adversely affect the rights of holders of our common stock and make a takeover of us more difficult. We are organized under the laws of the State of Delaware. Certain provisions of 31 Table of C ontents Delaware law may have the effect of delaying or preventing a change in control.
Our exposure to currency exchange rate fluctuations will grow if the relative contribution of our operations outside the U.S. increases. Any material fluctuations in currencies could have a material effect on our financial condition, results of operations and cash flows.
Our exposure to 28 Table of C ontents currency exchange rate fluctuations will grow if the relative contribution of our operations outside the U.S. increases. Any material fluctuations in currencies could have a material effect on our financial condition, results of operations and cash flows.
As we operate or otherwise extend our services in certain jurisdictions without local registration, licensing or authorization, we may be subject to possible enforcement action and sanction for our operations in such jurisdictions if our operations are determined to have violated regulations in those jurisdictions.
As we operate or otherwise extend our services in certain jurisdictions without local registration, licensing or authorization, we may be subject to possible enforcement actions and sanctions for our operations in such jurisdictions if our operations are determined to have violated regulations in those jurisdictions.
We have relationships with introducing brokers, both domestic and international, who solicit clients for their execution and/or advisory services. Those introducing brokers work to establish execution and/or clearing accounts with our entities for those new client relationships but generally serve as the primary relationship and customer service point for those clients.
We have relationships with introducing brokers, both domestic and international, who solicit clients for their execution and/or advisory services. Those introducing brokers work to establish execution and/or clearing accounts with our entities for those new client relationships but generally serve as the primary 22 Table of C ontents relationship and customer service point for those clients.
These new risks may emerge if, among other reasons, regulators adopt new interpretations of existing laws, new laws are adopted or third-parties initiate litigation against us based on new, novel or unanticipated legal theories.
These new risks may emerge if, among other reasons, regulators adopt new interpretations of existing laws, new laws are adopted or third-parties initiate litigation against us based on new, novel or 23 Table of C ontents unanticipated legal theories.
As of September 30, 2024, $338.8 million of our borrowings are subject to variable interest rates and as such, in periods of rising interest rates, our cost of funds will increase, which could reduce our net income. Committed credit facilities currently available to us might not be renewed.
As of September 30, 2025, $782.0 million of our borrowings are subject to variable interest rates and as such, in periods of rising interest rates, our cost of funds will increase, which could reduce our net income. Committed credit facilities currently available to us might not be renewed.
In the event of a significant COVID-19 resurgence or other public health emergency, any failure to effectively manage these increased operational and cybersecurity demands and risks may materially adversely affect our results of operations and the ability to conduct our business. For a further discussion of cybersecurity risks, see Technology and Cybersecurity Risks below.
In the event of a significant COVID-19 resurgence or other public health emergency, any failure to effectively manage these increased operational and cybersecurity demands and risks may materially adversely affect our results of operations and the ability to conduct our business.
Moreover, the amounts involved in the trades we execute, together with the potential for rapid price movements in the products we offer, can result in potentially large damage claims in any litigation that arises in connection with such trades.
Moreover, the amounts 27 Table of C ontents involved in the trades we execute, together with the potential for rapid price movements in the products we offer, can result in potentially large damage claims in any litigation that arises in connection with such trades.
Acquisitions involve considerable risk, including the potential disruption of each company’s ongoing business and the distraction of their respective management teams, unanticipated expenses and unforeseen liabilities.
Acquisitions give rise to unforeseen issues. Acquisitions involve considerable risk, including the potential disruption of each company’s ongoing business and the distraction of their respective management teams, unanticipated expenses and unforeseen liabilities.
Our significant level of indebtedness could adversely affect our business, financial condition and results of operations. As of September 30, 2024, our total consolidated indebtedness was $881.9 million, and we may increase our indebtedness in the future as we continue to expand our business.
Our significant level of indebtedness could adversely affect our business, financial condition and results of operations. As of September 30, 2025, our total consolidated indebtedness was $1,941.0 million, and we may increase our indebtedness in the future as we continue to expand our business.
Our financial position and results of operations may be adversely affected by unfavorable economic and financial market conditions as well as catastrophic events and crises such as the COVID-19 pandemic, wars and geopolitical tensions.
Our financial position and results of operations may be adversely affected by unfavorable economic and financial market conditions as well as catastrophic events and crises such as pandemics, armed conflicts, wars and geopolitical tensions.
Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated.
Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could harm our business. Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated.
In addition, some market observers have asserted that historical material price fluctuations in many cryptocurrency markets, such as that for Bitcoin, may indicate the propensity for cryptocurrency markets to “bubble,” and if markets for any cryptocurrencies linked to our products suffer severe fluctuations, our clients could experience significant losses and we could lose their business. 22 Table of Contents The manner in which we account for certain of our precious metals and energy commodities inventory may increase the volatility of our reported earnings.
In addition, some market observers have asserted that historical material price fluctuations in many cryptocurrency markets, such as that for Bitcoin, may indicate the propensity for cryptocurrency markets to “bubble,” and if markets for any cryptocurrencies linked to our products suffer severe fluctuations, our clients could experience significant losses and we could lose their business.
Though we have policies in place designed to comply with applicable OFAC sanctions, rules and regulations as well as the FCPA and equivalent laws and rules of other jurisdictions, including the UK Bribery Act 2010, there can be no assurance that, in the future, the operations of our businesses will not violate these laws and regulations, and we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of employees and restrictions on our operations and cash flows.
OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against designated foreign states, organizations and individuals. 29 Table of C ontents Though we have policies in place designed to comply with applicable OFAC sanctions, rules and regulations as well as the FCPA and equivalent laws and rules of other jurisdictions, including the UK Bribery Act 2010, there can be no assurance that, in the future, our business operations will not violate these laws and regulations, and we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of employees and restrictions on our operations and cash flows.
To the extent that our business, financial condition, liquidity or results of operations are adversely affected by catastrophic events and crises, including public health emergencies such as the COVID-19 pandemic and conflicts such as the wars in Ukraine and Israel, these events may also have the effect of heightening many of the other risks described herein and in any future filings we make with the SEC.
For a further discussion of cybersecurity risks, see Technology and Cybersecurity Risks below. 20 Table of C ontents To the extent that our business, financial condition, liquidity or results of operations are adversely affected by catastrophic events and crises, including public health emergencies and armed conflicts, these events may also have the effect of heightening many of the other risks described herein and in any future filings we make with the SEC.
In such jurisdictions in which we are not licensed or authorized, we may be subject to a variety of restrictions regarding the manner in which we conduct our business or serve clients, including restrictions on: • our sales and marketing activities; • the use of a website specifically targeted to potential clients in a particular country; • our ability to have a physical presence in a particular country; or • the types of services we may offer clients physically present in each country. 28 Table of Contents These restrictions may have a material adverse effect on our results of operations and financial condition and/or may limit our ability to grow or continue to operate our business in any such jurisdiction or may result in increased overhead costs or degradation in our services in that jurisdiction.
In such jurisdictions in which we are not licensed or authorized, we may be subject to a variety of restrictions regarding the manner in which we conduct our business or serve clients, including restrictions on: • our sales and marketing activities; • the use of a website specifically targeted to potential clients in a particular country; • our ability to have a physical presence in a particular country; or • the types of services we may offer clients physically present in each country.
In addition, current and potential competitors have established or may establish cooperative relationships or may consolidate to enhance their services and products.
In addition, current and potential competitors have established or may establish cooperative relationships or may consolidate to enhance their services and products. New competitors or alliances among competitors may emerge and they may acquire significant market share.
Our net income is subject to volatility due to the manner in which we report our precious metals and energy commodities inventory held by subsidiaries that are not broker-dealers. Our precious metals and energy inventory held in subsidiaries which are not broker-dealers is stated at the lower of cost or net realizable value.
The manner in which we account for certain of our precious metals and energy commodities inventory may increase the volatility of our reported earnings. Our net income is subject to volatility due to the manner in which we report our precious metals and energy commodities inventory held by subsidiaries that are not broker-dealers.
We have generated significant interest-related revenue in both the current and prior periods and a decline in short-term interest rates or a decline in the amount of client funds on deposit may have a material adverse effect on our profitability in the future. 19 Table of Contents Short-term interest rates are highly sensitive to factors that are beyond our control and we can provide no assurance as to whether short-term interest rates will decline in the future.
We have generated significant interest-related revenue in both the current and prior periods and a decline in short-term interest rates or a decline in the amount of client funds on deposit may have a material adverse effect on our profitability in the future.
We generally mitigate the price risk associated with our commodities inventory through the use of derivatives. We do not elect hedge accounting under U.S. GAAP for this price risk mitigation. In such situations, any unrealized gains in our precious metals and energy inventory in our non-broker-dealer subsidiaries are not recognized under U.S.
Our precious metals and energy inventory held in subsidiaries which are not broker-dealers is stated at the lower of cost or net realizable value. We generally mitigate the price risk associated with our commodities inventory through the use of derivatives. We do not elect hedge accounting under U.S. GAAP for this price risk mitigation.
New competitors or alliances among competitors may emerge and they may acquire significant market share. 29 Table of Contents We cannot assure you that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not have a material adverse effect on our business, results of operation and financial condition.
We cannot assure you that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not have a material adverse effect on our business, results of operation and financial condition. Organizational Risks Our growth has depended significantly on acquisitions.
Moreover, acquisitions could lead to increases in amortization expenses, impairments of goodwill and purchased long-lived assets or restructuring charges, any of which could materially harm our financial condition or results. Acquisitions give rise to unforeseen issues.
Moreover, acquisitions could lead to increases in amortization expenses, impairments of goodwill and purchased long-lived assets or restructuring charges, any of which could materially harm our financial condition or results. Lapses in disclosure controls and procedures or internal control over financial reporting could materially and adversely affect our operations, profitability or reputation.
Organizational Risks Our growth has depended significantly on acquisitions. A large proportion of our historical growth has been achieved through acquisitions of complementary businesses, technologies or services. Our operating revenues grew from $1,308.3 million in fiscal 2020 to $3,436.2 million in fiscal 2024 principally as a result of several acquisitions.
A large proportion of our historical growth has been achieved through acquisitions of complementary businesses, technologies or services. Our operating revenues grew from $1,673.1 million in fiscal 2021 to $4,126.9 million in fiscal 2025 partially as a result of several acquisitions.
OTC derivative transactions are subject to the risk that, as a result of mismatches or delays in the timing of cash flows due from or to counterparties in OTC derivative transactions or related hedging, trading, collateral or other transactions, we or our counterparty may not have adequate cash available to fund our or its current obligations.
OTC derivative transactions are subject to the risk that, as a result of mismatches or delays in the timing of cash flows due from or to counterparties in OTC derivative transactions or related hedging, trading, collateral or other transactions, we or our counterparty may not have adequate cash available to fund our or its current obligations. 21 Table of C ontents We could incur material losses pursuant to OTC derivative transactions because of inadequacies in or failures of our internal systems and controls for monitoring and quantifying the risk and contractual obligations associated with OTC derivative transactions and related transactions or for detecting human error, systems failure or management failure.
GAAP, but unrealized gains and losses in related derivative positions are recognized under U.S. GAAP. As a result, our reported earnings from these business segments are subject to greater volatility than the earnings from our other business segments. Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could harm our business.
In such situations, any unrealized gains in our precious metals and energy inventory in our non-broker-dealer subsidiaries are not recognized under U.S. GAAP, but unrealized gains and losses in related derivative positions are recognized under U.S. GAAP. As a result, our reported earnings from these business segments are subject to greater volatility than the earnings from our other business segments.
These regulations govern a broad and diverse range of our activities, including, without limitation, risk management, disclosures to clients, reporting requirements, client identification and anti-money laundering requirements, safeguarding client assets and personal information and the conduct of our directors, officers and employees. 26 Table of Contents Failure to comply with any of these laws, rules or regulations could result in material adverse effects on or business, results of operations and financial condition, including as a result of regulatory investigations and enforcement proceedings, civil litigation, fines and/or other settlement payments.
Failure to comply with any of these laws, rules or regulations could result in material adverse effects on or business, results of operations and financial condition, including as a result of regulatory investigations and enforcement proceedings, civil litigation, fines and/or other settlement payments.
Department of Treasury and other governing bodies in countries in which we conduct business, have created significant market volatility, uncertainty and economic disruption.
Economic and financial market conditions, including conditions impacted by public health emergencies, such as the COVID-19 pandemic, and geopolitical events such as terrorism and related sanctions imposed by the U.S. Department of Treasury and other governing bodies in countries in which we conduct business, have created significant market volatility, uncertainty and economic disruption.
Removed
Economic and financial market conditions, including conditions impacted by public health emergencies, such as the COVID-19 pandemic, and geopolitical events such as terrorism, the Israel-Hamas war and escalating tensions in the Middle East, the ongoing war between Ukraine and Russia and related sanctions imposed by the U.S.
Added
Short-term interest rates are highly sensitive to factors that are beyond our control and we can provide no assurance as to whether short-term interest rates will decline in the future.
Removed
We could incur material losses pursuant to OTC derivative transactions because of inadequacies in or failures of our internal systems and controls for monitoring and quantifying the risk and contractual obligations associated with OTC derivative transactions and related transactions or for detecting human error, systems failure or management failure.
Added
These actions could potentially diminish customer satisfaction and confidence in us, materially adversely affecting our results of operations.
Removed
These actions could potentially diminish customer satisfaction and confidence in us, materially adversely affecting our results of operations. 23 Table of Contents For example, on January 31, 2023, we were notified by ION Group, one of our vendors which provides back office trade processing services relating to certain of our listed derivatives businesses, that it had experienced a cybersecurity incident, which rendered certain of its services inaccessible to us and its other clients.
Added
As of the date of this report, we have various committed credit facilities under which we could borrow up to $1,705.0 million, consisting of: • a $650.0 million facility for general working capital requirements, committed until June 3, 2028; • a $325.0 million facility for short-term funding of margin to commodity exchanges, committed until October 27, 2026; • a $325.0 million committed facility for financing commodity financing arrangements and commodity repurchase agreements, committed until July 29, 2026; • a $180.0 million committed subordinated credit facility that complies with the applicable regulatory requirements, and the borrowings are available for computing net capital under the CFTC’s net capital rule for R.J.
Removed
As a result of the incident, we imposed restrictions on clients of our UK subsidiary relating to the trading of listed derivatives. During February 2023, these services were restored and the restrictions on clients’ activities were lifted .
Added
These regulations govern a broad and diverse range of our activities, including, without limitation, risk management, disclosures to clients, reporting requirements, client identification and anti-money laundering requirements, safeguarding client assets and personal information and the conduct of our directors, officers and employees.
Removed
OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against designated foreign states, organizations and individuals.
Added
These restrictions may have a material adverse effect on our results of operations and financial condition and/or may limit our ability to grow or continue to operate our business in any such jurisdiction or may result in increased overhead costs or degradation in our services in that jurisdiction.
Added
The imposition of new tariffs or changes to existing tariffs could adversely affect our business, financial condition and results of operations.
Added
A number of significant structural, political, and monetary issues 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.
Added
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. Competition Risk We are subject to intense competition.
Added
We are committed to maintaining high standards of internal control over financial reporting and disclosure controls and procedures. Nevertheless, lapses or deficiencies in disclosure controls and procedures or in our internal control over financial reporting may occur from time to time.
Added
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 our consolidated balance sheet and consolidated statement of cash flows as of and for the year ended September 30, 2025 prior to filing.
Added
As a result of the material weakness, management concluded that our disclosure controls and procedures were not effective at September 30, 2025.
Added
Management is taking steps to remediate the internal control deficiency 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.
Added
There can be no assurance that our disclosure controls and procedures will be effective in the future or that a material weakness in internal control over financial reporting will not again exist.
Added
Any such lapses or deficiencies may materially and adversely affect our business and results of operations or financial condition, require us to expend significant resources to correct the lapses or deficiencies, expose us to regulatory or legal proceedings, subject us to fines, penalties, judgments or losses not covered by insurance, harm our reputation, or otherwise cause a decline in investor confidence.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe are regularly the target of attempted cyber intrusions, and we anticipate continuing to be subject to such attempts. Our security programs and measures do not prevent all intrusions and the occurrence of a significant cybersecurity incident could have a substantial negative impact on us. See Item 1A. Risk Factors — Technology and Cybersecurity Risks for additional discussion.
Biggest changeOur security programs and measures do not prevent all intrusions and the occurrence of a significant cybersecurity incident could have a material adverse effect on our business, financial condition or results of operation. See Item 1A. Risk Factors — Technology and Cybersecurity Risks for additional discussion. Governance Our management is responsible for identifying, assessing, and managing our exposure to risk.
We have in place a comprehensive Security Incident Response Plan that outlines the policies and procedure to be followed in the event of an incident, including escalation and communication procedures. We also have processes in place to oversee and identify material risks from cybersecurity threats associated with our use of third-party service providers.
We have in place a comprehensive Security Incident Response Plan that outlines the policies and procedures to be followed in the event of an incident, including escalation and communication procedures. We also have processes in place to oversee and identify material risks from cybersecurity threats associated with our use of third-party service providers.
Our CISO reports to our CIO, who is a member of our executive committee. The CIO collaborates closely with the CISO to 31 Table of Contents align cybersecurity risk management with business goals.
Our CISO reports to our CIO, who is a member of our executive committee. The CIO collaborates closely with the CISO to align cybersecurity risk management with business goals.
The findings are shared with our Chief Information Security Officer (“CISO”), senior management, and the Board of Directors, and the results are used to refine or enhance our risk management practices relating to cybersecurity. The consequences of prior cybersecurity incidents we have encountered have not materially affected our business strategy, results of operations or financial condition.
The findings are shared with our Chief Information Security Officer (“CISO”), senior management, and the Board of Directors, and the results are used to refine or enhance our risk management practices relating to cybersecurity.
Governance Our management is responsible for identifying, assessing, and managing our exposure to risk. The Board of Directors plays an active role in overseeing management’s activities regarding risk management in part through its various committees based on each committee’s responsibilities and expertise.
The Board of Directors plays an active role in overseeing management’s activities regarding risk management in part through its various committees based on 32 Table of C ontents each committee’s responsibilities and expertise.
Added
We are regularly the target of attempted cyber attacks and such prior incidents have not had a material affect on our business strategy, results of operations or financial condition. We anticipate that we will continue to be subject to such attacks.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings For information regarding certain legal proceedings to which we are currently a party, see Note 13, “Commitments and Contingencies - Legal and Regulatory Proceedings” in the notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. Table of Contents PART II
Biggest changeItem 3. Legal Proceedings For information regarding certain legal proceedings to which we are currently a party, see Note 13, “Commitments and Contingencies - Legal and Regulatory Proceedings” in the notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures Not applicable. Table of C ontents PART II Item 5.
Added
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbol ‘SNEX’. Our common stock trades on the NASDAQ Global Select Market.
Added
Holders of Record As of September 30, 2025, there were 632 registered holders of record of our common stock. This figure excludes the beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Added
Dividends We have never declared any cash dividends on our common stock, and do not currently have any plans to pay dividends on our common stock. The payment of cash dividends in the future is subject to the discretion of our Board of Directors and will depend on our earnings, financial condition, capital requirements, contractual restrictions and other relevant factors.
Added
Our credit agreements currently prohibit the payment of cash dividends by us. Recent Sales of Unregistered Securities We did not have any sales of unregistered equity securities for the fiscal years ended September 30, 2025, 2024 and 2023.
Added
Issuer Purchases of Equity Securities On August 13, 2025, our Board of Directors authorized the repurchase of up to 2.25 million shares of our outstanding common stock from time to time in open market purchases and private transactions, commencing on October 1, 2025 and ending on September 30, 2026.
Added
This authorization replaced the previous authorization to purchase up to 2.25 million shares during fiscal 2025, which expired on September 30, 2025. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.
Added
Our common stock repurchase program activity for the three months ended September 30, 2025 was as follows: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares Remaining to be Purchased Under the Program July 1, 2025 to July 31, 2025 187 $ 96.97 — 2,250,000 August 1, 2025 to August 31, 2025 18 78.60 — 2,250,000 September 1, 2025 to September 30, 2025 — — — 2,250,000 Total 205 $ 95.36 — (1) The 2022 Omnibus Incentive Compensation Plan allows for “withhold to cover” as a tax payment method for vesting of restricted stock awards.
Added
Pursuant to the “withhold to cover” method, we withheld from certain employees shares noted in the table above to cover tax withholding related to the vesting of their awards.
Added
Securities Authorized for Issuance under Equity Compensation Plans Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. 34 Table of C ontents Stock Performance Graph The following graph compares the cumulative total return on the Company’s common stock for the most recent five years with the cumulative return on the S&P 500 Index and the NYSE/Arca Securities Broker/Dealer Index, assuming an initial investment of $100 on September 30, 2020, with all dividends reinvested.
Added
The stock price performance is not intended to forecast or be indicative of future performance. Item 6. Reserved

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbol ‘SNEX’. Our common stock trades on the NASDAQ Global Select Market.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity for information related to the authorization provided by our Board of Directors to repurchase our outstanding common stock.
Removed
Holders of Record As of September 30, 2024, there were 615 registered holders of record of our common stock. This figure excludes the beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Added
Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources. 62 Table of C ontents Contractual Obligations The following table summarizes our cash payment obligations as of September 30, 2025: Payments Due by Period (in millions) Total Less than 1 year 1 - 3 Years 3 - 5 Years After 5 Years Operating lease obligations $ 258.8 $ 34.5 $ 71.8 $ 56.7 $ 95.8 Purchase obligations (1) 149,968.9 149,968.9 — — — Payable to lenders under loans 782.0 264.3 517.7 — — Senior secured borrowings 1,159.0 — — — 1,159 Deferred acquisition consideration 59.8 17.6 16.1 26.1 — Other 115.2 24.2 45.4 19.5 26.1 $ 152,343.7 $ 150,309.5 $ 651.0 $ 102.3 $ 1,280.9 (1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities.
Removed
Dividends We have never declared any cash dividends on our common stock, and do not currently have any plans to pay dividends on our common stock. The payment of cash dividends in the future is subject to the discretion of our Board of Directors and will depend on our earnings, financial condition, capital requirements, contractual restrictions and other relevant factors.
Added
Unpriced contract commitments have been estimated using September 30, 2025 market values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $147,941.2 million . Total contractual obligations exclude defined benefit pension obligations.
Removed
Our credit agreements currently prohibit the payment of cash dividends by us. Recent Sales of Unregistered Securities We did not have any sales of unregistered equity securities for the fiscal years ended September 30, 2024, 2023 and 2022.
Added
We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2025. During the year ending September 30, 2025, we anticipate making future benefit payments of $2.0 million related to the defined benefit plans.
Removed
Issuer Purchases of Equity Securities On August 28, 2024, our Board of Directors authorized the repurchase of up to 1.5 million shares of our outstanding common stock from time to time in open market purchases and private transactions, commencing on October 1, 2024 and ending on September 30, 2025.
Added
Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements. Based on our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.
Removed
This authorization replaced the previous authorization to purchase up to 1.5 million shares during fiscal 2024. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.
Added
Off Balance Sheet Arrangements We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based investment firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets.
Removed
Our common stock repurchase program activity for the three months ended September 30, 2024 was as follows: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares Remaining to be Purchased Under the Program July 1, 2024 to July 31, 2024 453 $ 81.55 — 1,500,000 August 1, 2024 to August 31, 2024 — — — 1,500,000 September 1, 2024 to September 30, 2024 131 77.66 — 1,500,000 Total 584 $ 80.68 — (1) The 2022 Omnibus Incentive Compensation Plan allows for “withhold to cover” as a tax payment method for vesting of restricted stock awards.
Added
These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps.
Removed
Pursuant to the “withhold to cover” method, we withheld from certain employees shares noted in the table above to cover tax withholding related to the vesting of their awards.
Added
Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets.
Removed
Securities Authorized for Issuance under Equity Compensation Plans Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Part III, Item 12 of this Annual Report on Form 10-K. 33 Table of Contents Stock Performance Graph The following graph compares the cumulative total return on the Company’s common stock for the most recent five years with the cumulative return on the S&P 500 Index and the NYSE/Arca Securities Broker/Dealer Index, assuming an initial investment of $100 on September 30, 2018, with all dividends reinvested.
Added
Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded.
Removed
The stock price performance is not intended to forecast or be indicative of future performance. Item 6. Reserved 34 Table of Contents
Added
The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits.
Added
Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.
Added
A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur.
Added
We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily.
Added
We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions.
Added
Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default.
Added
Management believes that the margin deposits held as of September 30, 2025 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure.
Added
Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure. 63 Table of C ontents As a broker-dealer in U.S.
Added
Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties.
Added
Our exposure to credit risk associated with the non-performance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair the counterparties’ ability to satisfy outstanding obligations to us.
Added
In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.
Added
We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange.
Added
These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client. Additionally, we hold futures and options on futures contracts resulting from market-making and proprietary trading activities in these product lines.
Added
We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls.
Added
We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC. As part of the activities discussed above, we carry short positions.
Added
We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments.
Added
We record these obligations in the consolidated financial statements as of September 30, 2025 and 2024, at fair value of the related financial instruments, totaling $2,919.8 million and $2,853.3 million, respectively.
Added
These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value , and Physical commodities inventory, net .
Added
We will incur losses if the fair value of the Financial instruments sold, not yet purchased , increases subsequent to September 30, 2025, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2025.
Added
The totals of $2,919.8 million and $2,853.3 million include a net liability of $298.3 million and $265.0 million for derivatives contracts, including those designated as hedges, based on their fair value as of September 30, 2025 and 2024, respectively. We do not anticipate non-performance by counterparties in the situations described above.
Added
We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties.
Added
We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions. We are a member of various exchanges that trade and clear futures and option contracts.
Added
We are also a member of and provide guarantees to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges.
Added
While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange.
Added
Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote.
Added
Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2025 and 2024.
Added
Effects of Inflation Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, as well as occupancy and equipment rental, may result from inflation and may not be readily recoverable by increasing the prices of our services.
Added
While heightened interest rates are generally favorable for us, to the extent that changes in interest rates arise from inflationary pressures, and such inflationary pressures have other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.
Added
Critical Accounting Policies Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, as well as the recorded amounts of revenue and expenses during the reported period.
Added
The accounting policies 64 Table of C ontents discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.
Added
Valuation of Financial Instruments and Foreign Currencies Description Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization.
Added
These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased.
Added
Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings. Foreign currency translation is an estimate critical to consolidating in our reporting currency.
Added
The value of certain assets and liabilities denominated in foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period.
Added
For foreign currency transactions completed during each reporting period, the relevant exchange rate at the time is used before translation into U.S. dollar equivalent for consolidated reporting. Judgment and Uncertainties At each period end, using professional judgment and industry expertise, we select fair values for financial instruments.
Added
Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker dealer price quotations. We use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions.
Added
In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, we may need to make certain assumptions to determine the fair value.
Added
Effect if Actual Results Differ From Assumptions Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment.
Added
We believe that the likelihood of such an outcome is low and, if it should be the case, it is likely to not be significant.
Added
This view is supported by a few key factors: • Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information. • We have robust controls and procedures surrounding pricing and our various technologies involved in it. • The relevant positions are generally short-term in nature. • The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.
Added
Revenue Recognition Description A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis.
Added
We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.
Added
A substantial amount of our revenues relate to Commission and clearing fees . These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions.
Added
We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.
Added
We recognize revenue on commodities that are purchased for physical delivery to clients when we meet our obligations to our clients and in an amount equal to the consideration we expect to receive at that point in time.
Added
Judgment and Uncertainties Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations. 65 Table of C ontents Effect if Actual Results Differ From Assumptions If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated.
Added
We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period.
Added
In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as we satisfy our performance obligations, and we do not need to estimate when that may have occurred. Income Taxes Description We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Added
Judgment and Uncertainties Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. We currently have an immaterial amount of unrecognized tax benefits.
Added
Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Added
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances.
Added
If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.
Added
Effect if Actual Results Differ From Assumptions We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events.
Added
To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements.
Added
The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.
Added
Valuation of and Accounting for Business Combinations Description We made a number of acquisitions of businesses and assets in the periods presented and prior. Certain of these acquisitions, particularly the RJO acquisition, is significant in its size and effect on our financial results. Acquisition accounting involves assumptions and estimates which may be significant.
Added
We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at fair value, or a reasonable approximation thereof, as of acquisition date.
Added
For the valuation of intangible assets acquired in a business combination, we typically use an income approach or relief from royalty method. Specifically in the case of RJO, we used the multi-period excess earnings method to determine the estimated acquisition date fair value of the client base intangible assets.
Added
The significant assumptions used to estimate the fair value of the client base intangible assets included the expected client base attrition rate and a discount rate. Selection and evaluation of these assumptions requires specialized skills for which we engaged a valuation specialist. Further, we executed controls, including historical comparisons, industry comparisons and sensitivity analyses, surrounding these assumptions and calculations.
Added
Although we believe our estimates of acquisition date fair values are reasonable, actual financial results could differ from those that underlie our estimates due to the inherent uncertainty involved in making such estimates.
Added
Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value of the client base intangible assets or the goodwill acquired. Judgment and Uncertainties Judgment is required in selecting the valuation methods used for intangible assets and assumptions involved in each method.
Added
Judgment is further required in calculating fair value for acquired net assets and liabilities. Effect if Actual Results Differ From Assumptions 66 Table of C ontents If results differ from assumptions it is possible that we will be required to impair intangible assets or goodwill that have significant net book values.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

172 edited+75 added−134 removed55 unchanged
Biggest changeYear Ended September 30, (in millions) 2024 % Change 2023 % Change 2022 Compensation and benefits: Variable compensation and benefits $ 506.5 5% $ 483.2 1% $ 478.1 Fixed compensation and benefits 435.9 13% 385.4 22% 316.7 942.4 8% 868.6 9% 794.8 Other expenses: Trading systems and market information 79.1 7% 74.0 12% 66.2 Professional fees 69.7 22% 57.0 5% 54.3 Non-trading technology and support 73.4 19% 61.6 18% 52.4 Occupancy and equipment rental 49.0 21% 40.4 12% 36.1 Selling and marketing 52.6 (3)% 54.0 (2)% 55.3 Travel and business development 28.4 15% 24.8 47% 16.9 Communications 8.5 (7)% 9.1 10% 8.3 Depreciation and amortization 53.1 4% 51.0 15% 44.4 Bad debts, net of recoveries 0.6 (96)% 16.5 4% 15.8 Other 65.1 (2)% 66.4 10% 60.6 479.5 5% 454.8 11% 410.3 Total compensation and other expenses $ 1,421.9 7% $ 1,323.4 10% $ 1,205.1 42 Table of Contents Year Ended September 30, 2024 Compared to Year Ended September 30, 2023 Compensation and Other Expenses: Compensation and other expenses increased $98.5 million, or 7%, to $1,421.9 million in the fiscal year ended September 30, 2024 compared to $1,323.4 million in the fiscal year ended September 30, 2023.
Biggest changeFiscal Year Ended September 30, (in millions) 2025 % Change 2024 % Change 2023 Compensation and benefits: Variable compensation and benefits $ 607.1 20% $ 506.5 5% $ 483.2 Fixed compensation and benefits 500.6 15% 435.9 13% 385.4 1,107.7 18% 942.4 8% 868.6 Other expenses: Trading systems and market information 83.1 5% 79.1 7% 74.0 Professional fees 86.3 24% 69.7 22% 57.0 Non-trading technology and support 87.3 19% 73.4 19% 61.6 Occupancy and equipment rental 55.7 14% 49.0 21% 40.4 Selling and marketing 50.5 (4)% 52.6 (3)% 54.0 Travel and business development 33.0 16% 28.4 15% 24.8 Communications 9.3 9% 8.5 (7)% 9.1 Depreciation and amortization 67.5 27% 53.1 4% 51.0 Bad debts, net of recoveries 3.1 417% 0.6 (96)% 16.5 Other 66.0 1% 65.1 (2)% 66.4 541.8 13% 479.5 5% 454.8 Total compensation and other expenses $ 1,649.5 16% $ 1,421.9 7% $ 1,323.4 Year Ended September 30, 2025 Compared to Year Ended September 30, 2024 Compensation and Other Expenses: Compensation and other expenses increased $227.6 million, or 16%, to $1,649.5 million in the fiscal year ended September 30, 2025 compared to $1,421.9 million in the fiscal year ended September 30, 2024. 42 Table of C ontents Compensation and Benefits: Fiscal Year Ended September 30, (in millions) 2025 2024 $ Change % Change Compensation and benefits: Variable compensation and benefits Front office $ 521.1 $ 426.5 $ 94.6 22 % Administrative, executive, and centralized and local operations 86.0 80.0 6.0 8 % Total variable compensation and benefits 607.1 506.5 100.6 20 % Variable compensation and benefits as a percentage of net operating revenues 30 % 29 % Fixed compensation and benefits: Non-variable salaries 343.4 305.6 37.8 12 % Employee benefits and other compensation 97.3 85.1 12.2 14 % Share-based compensation 49.0 37.2 11.8 32 % Severance 10.9 8.0 2.9 36 % Total fixed compensation and benefits 500.6 435.9 64.7 15 % Total compensation and benefits $ 1,107.7 $ 942.4 $ 165.3 18 % Total compensation and benefits as a percentage of operating revenues 27 % 27 % Number of employees, end of period 5,430 4,556 874 19 % Incremental cost from acquisitions completed during the fiscal year ended September 30, 2025 added $14.4 million of non-variable salary expense.
GAIN Capital Group, LLC as both a futures commission merchant and registered foreign exchange dealer, is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.
Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.
Institutional We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions.
Institutional We provide institutional clients with a suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions.
Across the U.K. and E.U., the respective transpositions of the Market Abuse Regulation, and the General Data Protection Regulation, also apply. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary.
Across the U.K. and E.U., the respective transpositions of the Market Abuse Regulation, and the General Data Protection Regulation, also apply. StoneX Financial Ltd is a member of various commodities, futures, and securities exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary.
In addition, upon completion of 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, which we have classified as a component of Interest expense on corporate funding on the Consolidated Income Statements.
In addition, upon completion of 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, which we classified as a component of Interest expense on corporate funding on the Consolidated Income Statements.
We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.
We would then be exposed to the risk that the settlement of a transaction which is due from a client will not be collected from the respective counterparty with which the transaction was offset. We monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.
StoneX Financial Ltd is regulated by the FCA, the regulator of investment firms in the U.K. as a MiFID investment firm under U.K. law, and is subject to regulations which impose regulatory capital requirements. In Europe, our regulated subsidiaries are subject to E.U. regulation.
StoneX Financial Ltd is regulated by the FCA, the regulator of investment and payment firms in the U.K. as a MiFID investment firm under U.K. law, and is subject to regulations which impose regulatory capital requirements. In Europe, our regulated subsidiaries are subject to E.U. regulation.
Operating revenues derived from FX/CFD contracts increased $59.0 million, principally due to a 37% increase in FX/CFD contracts RPM, which was primarily driven by increased client activity in gold, oil and index contracts, which typically have a higher RPM than do FX contracts.
Operating revenues derived from FX/CFD contracts increased $59.0 million, principally due to a 37% increase in FX/CFD contracts RPM, which was primarily driven by increased client activity in gold, oil and index contracts, which typically have a higher RPM than FX contracts.
We continuously review our overall credit and capital needs to determine whether our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.
We review our overall credit and capital needs to determine whether our capital base, both stockholders’ equity and debt, as well as available credit facilities, can appropriately support the anticipated financing needs of our operating subsidiaries.
Variable expenses, excluding interest, as a percentage of operating revenues were 31% in the fiscal year ended September 30, 2024 compared to 34% in the fiscal year ended September 30, 2023, principally due to the increase in operating revenues derived from FX/CFD contracts which typically incur a lower relative percentage of variable expenses than do our other revenue streams within this segment.
Variable expenses, excluding interest, as a percentage of operating revenues were 31% in the fiscal year ended September 30, 2024 compared to 35% in the fiscal year ended September 30, 2023, principally due to the increase in operating revenues derived from FX/CFD contracts which typically incur a lower relative percentage of variable expenses than do our other revenue streams within this segment.
As reflected above, certain of our committed credit facilities are scheduled to expire during the next twelve months following the year ended September 30, 2024. We intend to renew or replace all of our facilities as they expire, and based on our liquidity position and capital structure, we believe we will be able to do so.
As reflected above, certain of our committed credit facilities are scheduled to expire during the next twelve months following the year ended September 30, 2025. We intend to renew or replace all of our facilities as they expire, and based on our liquidity position and capital structure, we believe we will be able to do so.
We incurred debt issuance costs of $7.7 million in connection with the issuance of the Notes due 2031, which are being amortized over the term of the notes.
We incurred debt issuance costs of $7.6 million in connection with the issuance of the Notes due 2031, which are being amortized over the term of the notes.
Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow.
Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, although they do not affect cash flow.
As of September 30, 2024, approximately 97% of our assets consisted of cash and cash equivalents; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations and counterparties; receivables from clients; financial instruments owned, at fair value; and physical commodities inventory.
As of September 30, 2025, approximately 97% of our assets consisted of cash and cash equivalents; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations and counterparties; receivables from clients; financial instruments owned, at fair value; and physical commodities inventory.
Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent.
Treasury or securities or government agency obligations held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent.
Other Capital Considerations Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2024.
Other Capital Considerations Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2025.
We did not repurchase any of our outstanding common stock during the years ended September 30, 2024 and September 30, 2023. In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows.
We did not repurchase any of our outstanding common stock during the years ended September 30, 2025 and September 30, 2024. In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows.
Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team. 41 Table of Contents The table below presents net operating revenues disaggregated across the key products we provide to our clients used by management in evaluating our performance, for the periods indicated.
Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team. 41 Table of C ontents The table below presents net operating revenues disaggregated across the key products we provide to our clients used by management in evaluating our performance, for the periods indicated.
Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2024, we and our subsidiaries were in compliance with all of our financial covenants under the outstanding facilities.
Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2025, we and our subsidiaries were in compliance with all of our financial covenants under the outstanding facilities.
Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements. 61 Table of Contents Cash Flows We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Consolidated Statements of Cash Flows.
Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements. 61 Table of C ontents Cash Flows We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Consolidated Statements of Cash Flows.
In addition, the decline in non-variable expenses was driven by a $6.0 million decline in direct selling and marketing costs, a $2.8 million decline in fixed compensation and benefits and a $1.8 million decrease in bad debts.
In addition, the decline in non-variable expenses was driven by a $6.1 million decline in direct selling and marketing costs, a $3.0 million decline in fixed compensation and benefits and a $1.8 million decrease in bad debts.
This was partially offset by a 1% decline in the average rate per contract. 49 Table of Contents Operating revenues derived from OTC transactions declined $22.3 million, principally driven by a 9% decline in the average rate per contract as a result of a decline in commodity volatility.
This was partially offset by a 1% decline in the average rate per contract. Operating revenues derived from OTC transactions declined $22.3 million, principally driven by a 9% decline in the average rate per contract as a result of a decline in commodity volatility.
We repatriated $100.0 million and $35.5 million for the fiscal year ended September 30, 2024 and 2023, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.
We repatriated $73.5 million and $100.0 million for the fiscal year ended September 30, 2025 and 2024, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.
This increase was partially offset by an 8% decline in FX/CFD contracts ADV, primarily related to a decline in client activity in FX markets. Operating revenues derived from securities transactions, which are related to our independent wealth management activities, increased $10.2 million, while operating revenues derived from physical contracts declined $6.6 million.
This increase was partially offset by an 8% decline in FX/CFD contracts ADV, primarily related to a decline in client activity in FX markets. Operating revenues derived from securities transactions, which are related to our independent wealth management activities, increased $10.2 million.
We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership 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 section of this Annual Report on Form 10-K.
We believe our client-first approach differentiates us from large banking institutions, engenders trust and enables us to establish 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 section of this Annual Report on Form 10-K.
This facility is intended to provide short-term funding. • An unsecured revolving credit facility committed until September 5, 2025, under which $15.0 million is available to our wholly owned subsidiary, StoneX Financial Pte. Ltd. for general working capital requirements .
This facility is intended to provide short-term funding. • An unsecured revolving credit facility committed until September 4, 2026, under which $15.0 million is available to our wholly owned subsidiary, StoneX Financial Pte. Ltd. for general working capital requirements .
Uncommitted Credit Facilities We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of September 30, 2024 and September 30, 2023, the Company had $104.9 million and $55.5 million total borrowings outstanding under these uncommitted credit facilities, respectively.
Uncommitted Credit Facilities We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of September 30, 2025 and September 30, 2024, the Company had $153.9 million and $104.9 million total borrowings outstanding under these uncommitted credit facilities, respectively.
To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.
To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions. We evaluate opportunities to expand our business.
Operating revenues derived from physical transactions declined $20.4 million, principally driven by a $31.0 million decline in operating revenues in our physical agricultural and energy business which was partially offset by a $10.7 million increase in operating revenues in our precious metals businesses.
Operating revenues derived from physical transactions declined $27.0 million, principally driven by a $31.0 million decline in operating revenues in our physical agricultural and energy business which was partially offset by a $4.0 million increase in operating revenues in our precious metals businesses.
Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during the fiscal year ended September 30, 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.
Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during 2024 and 2025 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 increase in non-variable direct expenses was primarily due to a $7.3 million increase in fixed compensation and benefits, a $1.3 million increase in professional fees, a $1.9 million increase in depreciation and amortization and a $1.1 million increase in travel and business development.
The increase in non-variable direct expenses was primarily due to a $7.5 million increase in fixed compensation and benefits, a $1.4 million increase in professional fees, a $1.9 million increase in depreciation and amortization and a $1.2 million increase in travel and business development.
Segment income increased $73.5 million, principally due to the increase in net operating revenues noted above as well as a $17.3 million, or 10%, decline in non-variable direct expenses.
Segment income increased $79.5 million, principally due to the increase in net operating revenues noted above as well as a $17.2 million, or 10%, decline in non-variable direct expenses.
As with exchange-traded transactions, our OTC transactions require 59 Table of Contents that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from them.
As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients.
These allocations will be provided on an ongoing basis but have not been calculated for comparable periods. The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Self-Directed/Retail segment for the periods indicated.
These allocations will be provided on an ongoing basis but have not been calculated for the fiscal year ended September 30, 2023. The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Self-Directed/Retail segment for the periods indicated.
Variable expenses, excluding interest, expressed as a percentage of operating revenues were 23% in the fiscal year ended September 30, 2023 compared to 24% in the fiscal year ended September 30, 2022.
Variable expenses, excluding interest, expressed as a percentage of operating revenues were 22% in the fiscal year ended September 30, 2024 as compared to 23% in the fiscal year ended September 30, 2023.
For certain clients, we provide credit thresholds, based on internal evaluations and monitoring of the client’s creditworthiness. In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due.
On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness. In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due.
Investing activities also include $2.3 million in cash payments for the acquisition of assets and businesses during the fiscal year ended September 30, 2024 compared to $6.1 million during the fiscal year ended September 30, 2023 and $0.2 million during the fiscal year ended September 30, 2022.
Investing activities include $392.1 million in cash payments for the acquisition of assets and businesses during the fiscal year ended September 30, 2025 compared to $2.3 million during the fiscal year ended September 30, 2024 and $6.1 million during the fiscal year ended September 30, 2023.
We hold a significant amount of U.S. Treasury obligations which represent investment of client funds or client-owned investments pledged in lieu of cash margin. U.S.
We hold a significant amount of U.S. Treasury obligations and U.S. government agency obligations, which represent investments of client funds or client-owned investments pledged in lieu of cash margin. U.S.
Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the Consolidated Statements of Cash Flows if they have an original or acquired maturity of greater than 90 days.
Purchases and sales of securities representing investment of clients’ funds and securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the Consolidated Statements of Cash Flows if they have an original or acquired maturity of greater than 90 days.
Operating revenues derived from securities transactions increased $460.2 million, principally driven by a 52% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets.
Operating revenues derived from securities transactions increased $368.5 million, principally driven by a 36% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets.
We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible. During the fiscal year ended September 30, 2024, non-variable expenses, excluding bad debts, net of recoveries, increased $91.1 million, or 11%, compared to the fiscal year ended September 30, 2023.
We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible. During the fiscal year ended September 30, 2025, non-variable expenses, excluding bad debts, net of recoveries, increased $124.5 million, or 14%, compared to the fiscal year ended September 30, 2024.
Cash used in investing activities included $65.2 million in capital expenditures for property and equipment and the capitalization of internally developed software during the fiscal year ended September 30, 2024 compared to $46.9 million during the fiscal year ended September 30, 2023 and $49.5 million during the fiscal year ended September 30, 2022.
Investing activities included $65.4 million in capital expenditures for property and equipment and the capitalization of internally developed software during the fiscal year ended September 30, 2025 compared to $65.2 million during the fiscal year ended September 30, 2024 and $46.9 million during the fiscal year ended September 30, 2023.
In accordance with required disclosure as part of our first-lien senior secured syndicated revolving loan facility, during the trailing twelve months ended September 30, 2024, interest expense directly attributable to trading activities includes $852.4 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $64.3 million in connection with securities lending activities.
In accordance with required disclosure as part of our first-lien senior secured syndicated loan facility, during the trailing twelve months ended September 30, 2025, interest expense directly attributable to trading activities includes $1,063.6 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $99.3 million in connection with securities lending activities.
Fixed compensation and benefits for the year ended September 30, 2024 included $4.5 million in aggregate related to severance, accelerated long-term incentive and accelerated share-based compensation due to the departure of an executive officer.
Fixed compensation and benefits for the year ended September 30, 2025 and 2024 included, in aggregate, $6.6 million and $4.5 million, respectively, related to severance, accelerated long-term incentive and accelerated share-based compensation due to the departure of two executive officers.
Net operating revenues decreased $5.4 million, or 1%, to $715.9 million in the fiscal year ended September 30, 2024 compared to $721.3 million in the fiscal year ended September 30, 2023. Operating revenues derived from listed derivatives increased $31.8 million, principally driven by a 16% increase in listed derivative contract volumes, primarily in agricultural and LME base metal commodity markets.
Net operating revenues decreased $11.9 million, or 2%, to $720.9 million in the fiscal year ended September 30, 2024 compared to $732.8 million in the fiscal year ended September 30, 2023. Operating revenues derived from listed derivatives increased $31.8 million, principally driven by a 16% increase in listed derivative contract volumes, primarily in agricultural and LME base metal commodity markets.
During the fiscal year ended September 30, 2023, non-variable expenses, excluding bad debts, net of recoveries, increased $112.5 million, or 16%, compared to the fiscal year ended September 30, 2022. 46 Table of Contents Segment Information Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business.
During the fiscal year ended September 30, 2024, non-variable expenses, excluding bad debts, net of recoveries, increased $91.1 million, or 11%, compared to the fiscal year ended September 30, 2023. Segment Information Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business.
Precious metals related operating revenues were unfavorably impacted during the fiscal year ended September 30, 2024, by unrealized losses on derivative positions of $6.8 million, related to physical inventories held at the lower of cost or net realizable value.
Precious metals related operating revenues were unfavorably impacted by $5.2 million and $6.8 million in the fiscal year ended September 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.
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.
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.
Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 4,500 employees as of September 30, 2024.
Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 5,400 employees as of September 30, 2025.
These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., GAIN Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.
These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., R.J. O’Brien and Associates, LLC, Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form.
Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S.
Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with securities that have acquired maturities that are greater than 90 days.
Year Ended September 30, (in millions) 2024 % of Total 2023 % of Total 2022 % of Total Variable compensation and benefits $ 506.5 26% $ 483.2 28% $ 478.1 29% Transaction-based clearing expenses 319.3 17% 271.8 15% 291.2 17% Introducing broker commissions 166.2 9% 161.6 9% 160.1 10% Total variable expenses 992.0 52% 916.6 52% 929.4 56% Fixed compensation and benefits 435.9 23% 385.4 22% 316.7 19% Other fixed expenses 478.9 25% 438.3 25% 394.5 24% Bad debts, net of recoveries 0.6 —% 16.5 1% 15.8 1% Total non-variable expenses 915.4 48% 840.2 48% 727.0 44% Total non-interest expenses $ 1,907.4 100% $ 1,756.8 100% $ 1,656.4 100% Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions.
Fiscal Year Ended September 30, (in millions) 2025 % of Total 2024 % of Total 2023 % of Total Variable compensation and benefits $ 607.1 27% $ 506.5 26% $ 483.2 28% Transaction-based clearing expenses 382.2 17% 319.3 17% 271.8 15% Introducing broker commissions 211.4 10% 166.2 9% 161.6 9% Total variable expenses 1,200.7 54% 992.0 52% 916.6 52% Fixed compensation and benefits 500.6 22% 435.9 23% 385.4 22% Other fixed expenses 538.7 24% 478.9 25% 438.3 25% Bad debts, net of recoveries 3.1 —% 0.6 —% 16.5 1% Total non-variable expenses 1,042.4 46% 915.4 48% 840.2 48% Total non-interest expenses $ 2,243.1 100% $ 1,907.4 100% $ 1,756.8 100% Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions.
Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us.
Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include payments to non-employee third parties that have introduced clients to us.
For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $52.4 million for the Institutional segment as described in the introduction to Total Segment Results above . An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.
Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $52.4 million for the Institutional segment as described in the introduction to Total Segment Results above . An allocation of overhead costs was not calculated for historical comparable information.
For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $20.9 million for the Payments segment as described in the introduction to Total Segment Results above . An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.
Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $20.9 million for the Payments segment as described in the introduction to Total Segment Results above . An allocation of overhead costs was not calculated for historical comparable information.
Net operating revenues increased $58.8 million, or 26%, to $286.1 million in the fiscal year ended September 30, 2024 compared to $227.3 million in the fiscal year ended September 30, 2023.
Net operating revenues increased $65.3 million, or 30%, to $281.1 million in the fiscal year ended September 30, 2024 compared to $215.8 million in the fiscal year ended September 30, 2023.
Our total assets as of September 30, 2024 and 2023, were $27,466.3 million and $21,938.7 million, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities.
Our total assets as of September 30, 2025 and 2024, were $45,268.0 million and $27,466.3 59 Table of C ontents million, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities.
Additionally, within our OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.
Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.
Year Ended September 30, 2024 % Change 2023 % Change 2022 Operating Revenues (in millions): Payments $ 205.1 (2)% $ 208.3 24% $ 167.8 Other 4.5 5% 4.3 2% 4.2 $ 209.6 (1)% $ 212.6 24% $ 172.0 Select data (all $ amounts are U.S. dollar equivalents): Payments ADV (millions) $ 69 3% $ 67 8% $ 62 Payments RPM $ 11,693 (5)% $ 12,367 14% $ 10,880 For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.
Fiscal Year Ended September 30, 2025 % Change 2024 % Change 2023 Operating Revenues (in millions): Payments $ 209.2 2% $ 205.1 (2)% $ 208.3 Other 4.6 2% 4.5 5% 4.3 $ 213.8 2% $ 209.6 (1)% $ 212.6 Select data (all $ amounts are U.S. dollar equivalents): Payments ADV (millions) $ 80 16% $ 69 3% $ 67 Payments RPM $ 10,444 (11)% $ 11,693 (5)% $ 12,367 For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements. 55 Table of C ontents Year Ended September 30, 2025 Compared to Year Ended September 30, 2024 Operating revenues increased $4.2 million, or 2%, to $213.8 million in the fiscal year ended September 30, 2025 compared to $209.6 million in the fiscal year ended September 30, 2024.
Diluted earnings per share were $7.96 for the fiscal year ended September 30, 2024 compared to $7.45 in the fiscal year ended September 30, 2023. 36 Table of Contents Selected Summary Financial Information Results of Operations Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses.
Diluted earnings per share was $5.89 for the fiscal year ended September 30, 2025 compared to $5.31 in the fiscal year ended September 30, 2024. 37 Table of C ontents Selected Summary Financial Information Results of Operations Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses.
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, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, 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 A of this Annual Report on Form 10-K for the year ended September 30, 2024.
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, 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 A of this Annual Report on Form 10-K for the year ended September 30, 2025.
Year Ended September 30, 2024 % Change 2023 % Change 2022 Net Operating Revenues (in millions): Listed derivatives $ 216.0 10% $ 195.5 (7)% $ 209.4 OTC derivatives 209.8 (10)% 232.1 11% 208.3 Securities 370.1 14% 325.6 (11)% 364.9 FX/CFD contracts 282.2 26% 224.2 (23)% 291.9 Payments 195.1 (2)% 199.2 26% 158.4 Physical contracts 174.0 (14)% 202.7 17% 173.2 Interest, net / fees earned on client balances 306.8 29% 237.0 239% 70.0 Other 77.9 15% 67.6 14% 59.3 Corporate (64.7) 3% (62.9) 6% (59.5) $ 1,767.2 9% $ 1,621.0 10% $ 1,475.9 Compensation and Other Expenses The following table presents a summary of expenses, other than interest and transactional expenses.
Fiscal Year Ended September 30, 2025 % Change 2024 % Change 2023 Net Operating Revenues (in millions): Listed derivatives $ 262.3 21% $ 216.0 10% $ 195.5 OTC derivatives 214.3 2% 209.8 (10)% 232.1 Securities 496.2 34% 370.1 14% 325.5 FX/CFD contracts 277.1 (2)% 282.2 26% 224.2 Payments 197.6 1% 195.1 (2)% 199.2 Physical contracts 208.7 20% 174.0 (14)% 202.7 Interest, net / fees earned on client balances 338.0 10% 306.8 29% 237.0 Other 115.2 48% 77.9 15% 67.7 Corporate (56.6) (13)% (64.7) 3% (62.9) $ 2,052.8 16% $ 1,767.2 9% $ 1,621.0 Compensation and Other Expenses The following table presents a summary of expenses, other than interest and transactional expenses.
Year Ended September 30, 2024 % Change 2023 % Change 2022 Operating Revenues (in millions): Securities $ 100.6 11% $ 90.4 (7)% $ 97.0 FX/CFD contracts 281.5 27% 222.5 (28)% 310.9 Physical contracts 5.4 (55)% 12.0 (14)% 13.9 Interest / fees earned on client balances 2.7 (10)% 3.0 58% 1.9 Other 4.8 (6)% 5.1 70% 3.0 $ 395.0 19% $ 333.0 (22)% $ 426.7 Select data (all $ amounts are U.S. dollar equivalents): FX/CFD contracts ADV (millions) $ 6,986 (8)% $ 7,622 (18)% $ 9,290 FX/CFD contracts RPM $ 157 37% $ 115 (11)% $ 129 For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements. 54 Table of Contents Year Ended September 30, 2024 Compared to Year Ended September 30, 2023 Operating revenues increased $62.0 million, or 19%, to $395.0 million in the fiscal year ended September 30, 2024 compared to $333.0 million in the fiscal year ended September 30, 2023.
Fiscal Year Ended September 30, 2025 % Change 2024 % Change 2023 Operating Revenues (in millions): Securities $ 115.6 15% $ 100.6 11% $ 90.4 FX/CFD contracts 281.7 —% 281.5 27% 222.5 Interest / fees earned on client balances 2.4 (11)% 2.7 (10)% 3.0 Other 5.8 21% 4.8 (6)% 5.1 $ 405.5 4% $ 389.6 21% $ 321.0 Select data (all $ amounts are U.S. dollar equivalents): FX/CFD contracts ADV (millions) $ 8,209 18% $ 6,986 (8)% $ 7,622 FX/CFD contracts RPM $ 134 (15)% $ 157 37% $ 115 For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements. 53 Table of C ontents Year Ended September 30, 2025 Compared to Year Ended September 30, 2024 Operating revenues increased $15.9 million, or 4%, to $405.5 million in the fiscal year ended September 30, 2025 compared to $389.6 million in the fiscal year ended September 30, 2024.
The regulations include those that govern the treatment of client money and other assets which under certain circumstances must be segregated from the firm’s own assets. The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.
The regulations include those that govern the treatment of client money and other assets which under certain circumstances must be segregated from the firm’s own assets. The regulations discussed above limit funds available for dividends to us.
For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $35.5 million for the Commercial segment as described in the introduction to Total Segment Results above . An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.
Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $35.6 million for the Commercial segment as described in the introduction to Total Segment Results above . An allocation of overhead costs was not calculated for historical comparable information.
Committed Credit Facilities As of September 30, 2024, we had five committed bank credit facilities, totaling $1,205.0 million, of which $227.0 million was outstanding. Additional information regarding our bank credit facilities can be found in Note 11 of the Consolidated Financial Statements.
Committed Credit Facilities As of the date of this report, we had various committed bank credit facilities, totaling $1,705.0 million, of which $621.8 million was outstanding as of September 30, 2025. Additional information regarding the committed bank credit facilities can be found in Note 11 of the Consolidated Financial Statements.
The credit facilities include: • A first-lien senior secured syndicated loan facility under which $500.0 million is available to us for general working capital requirements and capital expenditures. • An unsecured line of credit committed until October 28, 2025, under which $250.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding. • A syndicated borrowing facility committed until July 29, 2025, under which $325.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to facilitate physical commodity trade and provide marketing, procurement, logistics and price management services to clients across the commodity complex. • An unsecured syndicated loan facility committed until October 9, 2025, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $115.0 million, subject to certain terms and conditions of the credit agreement.
The credit facilities include: 60 Table of C ontents • A first-lien senior secured syndicated loan facility committed until June 3, 2028 under which $650.0 million is available to us for general working capital requirements and capital expenditures. • An unsecured line of credit committed until October 27, 2026, under which $325.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding. • A syndicated borrowing facility committed until July 29, 2026, under which $325.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to facilitate physical commodity trade and provide marketing, procurement, logistics and price management services to clients across the commodity complex. • A subordinated credit facility which allows our subsidiary, R.J.
Year Ended September 30, (in millions) 2024 % Change 2023 % Change 2022 Revenues: Sales of physical commodities $ — —% $ — —% $ — Principal gains, net 198.0 (1)% 200.3 23% 162.9 Commission and clearing fees 5.9 (18)% 7.2 16% 6.2 Consulting, management, account fees 3.4 —% 3.4 21% 2.8 Interest income 2.3 35% 1.7 1,600% 0.1 Total revenues 209.6 (1)% 212.6 24% 172.0 Cost of sales of physical commodities — —% — —% — Operating revenues 209.6 (1)% 212.6 24% 172.0 Transaction-based clearing expenses 7.0 3% 6.8 (13)% 7.8 Introducing broker commissions 2.9 26% 2.3 53% 1.5 Interest expense 0.2 —% 0.2 —% 0.2 Net operating revenues 199.5 (2)% 203.3 25% 162.5 Variable compensation and benefits 37.0 (5)% 38.8 24% 31.3 Net contribution 162.5 (1)% 164.5 25% 131.2 Fixed compensation and benefits 28.6 (22)% 36.6 94% 18.9 Other fixed expenses 20.1 7% 18.8 27% 14.8 Bad debts, net of recoveries 1.2 n/m — (100)% 0.1 Total non-variable direct expenses 49.9 (10)% 55.4 64% 33.8 Segment income $ 112.6 3% $ 109.1 12% $ 97.4 Allocation of overhead costs (1) 20.9 — — — — Segment income, less allocation of overhead costs $ 91.7 n/m $ 109.1 n/m $ 97.4 (1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024.
Fiscal Year Ended September 30, (in millions) 2025 % Change 2024 % Change 2023 Revenues: Sales of physical commodities $ — —% $ — —% $ — Principal gains, net 202.8 2% 198.0 (1)% 200.3 Commission and clearing fees 7.2 22% 5.9 (18)% 7.2 Consulting, management, account fees 2.2 (35)% 3.4 —% 3.4 Interest income 1.6 (30)% 2.3 35% 1.7 Total revenues 213.8 2% 209.6 (1)% 212.6 Cost of sales of physical commodities — —% — —% — Operating revenues 213.8 2% 209.6 (1)% 212.6 Transaction-based clearing expenses 7.4 6% 7.0 3% 6.8 Introducing broker commissions 4.2 45% 2.9 26% 2.3 Interest expense — (100)% 0.2 —% 0.2 Net operating revenues 202.2 1% 199.5 (2)% 203.3 Variable compensation and benefits 34.5 (7)% 37.0 (5)% 38.8 Net contribution 167.7 3% 162.5 (1)% 164.5 Fixed compensation and benefits 25.9 (9)% 28.6 (22)% 36.6 Trading systems and market information 1.1 (21)% 1.4 8% 1.3 Professional fees 3.2 220% 1.0 (17)% 1.2 Non-trading technology and support 1.8 —% 1.8 6% 1.7 Selling and marketing 0.5 —% 0.5 (55)% 1.1 Travel and business development 1.1 —% 1.1 (39)% 1.8 Depreciation and amortization 4.7 42% 3.3 313% 0.8 Bad debts, net of recoveries — (100)% 1.2 n/m — Shared services 8.8 13% 7.8 10% 7.1 Other fixed expenses 3.5 9% 3.2 (16)% 3.8 Total non-variable direct expenses 50.6 1% 49.9 (10)% 55.4 Other gain (0.3) n/m — —% — Segment income 116.8 4% 112.6 3% 109.1 Allocation of overhead costs (1) 22.6 8% 20.9 n/m — Segment income, less allocation of overhead costs $ 94.2 3% $ 91.7 (16)% $ 109.1 (1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024.
Overview 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 caution readers that any forward-looking statements are not guarantees of future performance. 35 Table of C ontents Overview 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.
As of September 30, 2024, we had total equity of $1,709.1 million, outstanding loans under revolving credit and other facilities of $338.8 million and $543.1 million outstanding on our senior secured notes, net of deferred financing costs. A substantial portion of our assets are liquid.
As of September 30, 2025, we had total equity of $2,377.4 million, outstanding loans under revolving credit facilities and other payables to lenders of $782.0 million and $1,159.0 million outstanding on our senior secured notes, net of deferred financing costs. A substantial portion of our assets are liquid.
In our securities, commercial hedging OTC, foreign exchange and physical commodities trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.
As a result, we may be unable to access our operating subsidiaries’ funds when we need them. 58 Table of C ontents In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required to meet margin calls with various counterparties based upon the underlying open transactions we have in place with those counterparties.
Year Ended September 30, 2024 % Change 2023 % Change 2022 Operating Revenues (in millions): Listed derivatives $ 207.3 11% $ 186.0 (2)% $ 190.0 Securities 1,342.1 38% 973.6 90% 513.4 FX contracts 34.6 (12)% 39.4 39% 28.4 Interest / fees earned on client balances 269.2 12% 239.5 420% 46.1 Other 108.9 45% 75.1 39% 53.9 $ 1,962.1 30% $ 1,513.6 82% $ 831.8 Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents): Listed derivatives (contracts, 000’s) 174,905 39% 125,862 (3)% 130,285 Listed derivatives, average rate per contract (1) $ 1.12 (18)% $ 1.36 —% $ 1.36 Average client equity - listed derivatives (millions) $ 4,491 (14)% $ 5,210 47% $ 3,547 Securities ADV ( millions) $ 7,156 36% $ 5,257 52% $ 3,459 Securities RPM (2) $ 256 (15)% $ 301 (40)% $ 503 Average MM/FDIC sweep client balances (millions) $ 1,017 (24)% $ 1,338 (25)% $ 1,784 FX contracts ADV ( millions) $ 3,827 (11)% $ 4,321 8% $ 3,983 FX contracts RPM $ 40 8% $ 37 32% $ 28 n/m = not meaningful to present as a percentage (1) Give up fees, related to contract execution for clients of other FCMs, are excluded from the calculation of listed derivative, average rate per contract.
Fiscal Year Ended September 30, 2025 % Change 2024 % Change 2023 Operating Revenues (in millions): Listed derivatives $ 258.1 25% $ 207.3 11% $ 186.0 Securities 1,718.0 28% 1,342.1 38% 973.6 FX contracts 30.8 (11)% 34.6 (12)% 39.4 Interest / fees earned on client balances 313.8 17% 269.2 12% 239.5 Other 177.8 63% 108.9 45% 75.1 $ 2,498.5 27% $ 1,962.1 30% $ 1,513.6 Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents): Listed derivatives (contracts, 000’s) (1) 186,021 6% 174,905 39% 125,862 Listed derivatives, average rate per contract (2) $ 1.25 12% $ 1.12 (18)% $ 1.36 Average client equity - listed derivatives (millions) (1) $ 5,671 26% $ 4,491 (14)% $ 5,210 Securities ADV ( millions) $ 9,085 27% $ 7,156 36% $ 5,257 Securities RPM (3) $ 278 9% $ 256 (15)% $ 301 Average MM/FDIC sweep client balances (millions) $ 1,233 21% $ 1,017 (24)% $ 1,338 FX contracts ADV ( millions) $ 3,194 (17)% $ 3,827 (11)% $ 4,321 FX contracts RPM $ 37 (8)% $ 40 8% $ 37 n/m = not meaningful to present as a percentage (1) The acquisition of RJO, effective July 31, 2025, contributed 15.9 million listed derivative contracts in the fiscal year ended September 30, 2025.
Year Ended September 30, 2023 Compared to Year Ended September 30, 2022 Operating revenues increased $681.8 million, or 82%, to $1,513.6 million in the fiscal year ended September 30, 2023 compared to $831.8 million in the fiscal year ended September 30, 2022.
Year Ended September 30, 2024 Compared to Year Ended September 30, 2023 Operating revenues increased $448.5 million, or 30%, to $1,962.1 million in the fiscal year ended September 30, 2024 compared to $1,513.6 million in the fiscal year ended September 30, 2023.
The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses.
The allocation of overhead costs to operating segments includes costs associated with compliance, technology, and credit and risk costs. The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses.
The effective income tax rate for the fiscal year ended September 30, 2024 and 2023 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, GILTI, and the amount of foreign earnings taxed at higher tax rates.
The effective income tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, GloBe minimum tax, BEAT, GILTI, and the amount of foreign earnings taxed at lower tax rates.
Operating revenues derived from FX contracts declined $4.8 million, principally driven by an 11% decline in the ADV of FX contracts traded, which was partially offset by an 8% increase in the average rate per contract.
Operating revenues derived from FX contracts declined $3.8 million, principally driven by a 17% decline in the ADV of FX contracts traded as well as an 8% decline in the average rate per contract.
Year Ended September 30, (in millions) 2024 % Change 2023 % Change 2022 Revenues: Sales of physical commodities $ — —% $ — —% $ — Principal gains, net 404.1 13% 359.2 7% 337.2 Commission and clearing fees 301.9 12% 268.8 (5)% 283.8 Consulting, management, and account fees 76.1 4% 72.9 126% 32.2 Interest income 1,180.0 45% 812.7 355% 178.6 Total revenues 1,962.1 30% 1,513.6 82% 831.8 Cost of sales of physical commodities — —% — —% — Operating revenues 1,962.1 30% 1,513.6 82% 831.8 Transaction-based clearing expenses 228.0 21% 187.9 (7)% 202.4 Introducing broker commissions 31.2 (12)% 35.4 12% 31.7 Interest expense 1,072.5 41% 758.3 564% 114.2 Net operating revenues 630.4 18% 532.0 10% 483.5 Variable compensation and benefits 200.1 11% 180.5 (4)% 188.4 Net contribution 430.3 22% 351.5 19% 295.1 Fixed compensation and benefits 77.1 29% 59.7 16% 51.3 Other fixed expenses 88.5 14% 77.5 15% 67.4 Bad debts, net of recoveries (1.3) (13)% (1.5) n/m 1.8 Total non-variable direct expenses 164.3 21% 135.7 13% 120.5 Other gain — (100)% 2.1 n/m — Segment income $ 266.0 22% $ 217.9 25% $ 174.6 Allocation of overhead costs (1) 52.4 — — — — Segment income, less allocation of overhead costs $ 213.6 n/m $ 217.9 n/m $ 174.6 (1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024.
Fiscal Year Ended September 30, (in millions) 2025 % Change 2024 % Change 2023 Revenues: Sales of physical commodities $ — —% $ — —% $ — Principal gains, net 464.4 15% 404.1 13% 359.2 Commission and clearing fees 426.9 41% 301.9 12% 268.8 Consulting, management, and account fees 99.8 31% 76.1 4% 72.9 Interest income 1,507.4 28% 1,180.0 45% 812.7 Total revenues 2,498.5 27% 1,962.1 30% 1,513.6 Cost of sales of physical commodities — —% — —% — Operating revenues 2,498.5 27% 1,962.1 30% 1,513.6 Transaction-based clearing expenses 275.7 21% 228.0 21% 187.9 Introducing broker commissions 33.6 8% 31.2 (12)% 35.4 Interest expense 1,332.3 24% 1,072.5 41% 758.3 Net operating revenues 856.9 36% 630.4 18% 532.0 Variable compensation and benefits 281.5 41% 200.1 11% 180.5 Net contribution 575.4 34% 430.3 22% 351.5 Fixed compensation and benefits 87.5 13% 77.1 29% 59.7 Trading systems and market information 34.6 15% 30.0 8% 27.7 Professional fees 15.7 (22)% 20.1 51% 13.3 Non-trading technology and support 3.9 18% 3.3 (35)% 5.1 Selling and marketing 3.4 (3)% 3.5 52% 2.3 Travel and business development 8.7 16% 7.5 15% 6.5 Depreciation and amortization 7.2 85% 3.9 11% 3.5 Bad debts, net of recoveries — (100)% (1.3) (13)% (1.5) Shared services 16.1 18% 13.6 30% 10.5 Other fixed expenses 11.8 79% 6.6 (23)% 8.6 Total non-variable direct expenses 188.9 15% 164.3 21% 135.7 Other (loss) gain, net (0.7) n/m — (100)% 2.1 Segment income $ 385.8 45% $ 266.0 22% $ 217.9 Allocation of overhead costs (1) 59.8 14% 52.4 — — Segment income, less allocation of overhead costs $ 326.0 53% $ 213.6 n/m $ 217.9 (1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024.
These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.
These allocations will be provided on an ongoing basis but have not been calculated for fiscal year ended September 30, 2023.
These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.
These allocations will be provided on an ongoing basis but have not been calculated for the year ended September 30, 2023.
These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.
These allocations will be provided on an ongoing basis but have not been calculated for the year ended September 30, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAccordingly, accurate and efficient management of our net exposure is a high priority, and we have developed policies addressing both our automated and manual procedures to manage our exposure. These risk-management policies and procedures are established and reviewed regularly by the Risk Committee of our Board of Directors.
Biggest changeBecause we act as counterparty to our self-directed/retail clients’ transactions, we are exposed to risk on each trade that the value of our position will decline. 68 Table of C ontents Accordingly, accurate and efficient management of our net exposure is a high priority, and we have developed policies addressing both our automated and manual procedures to manage our exposure.
Principally, all sales are denominated in the functional currency of the subsidiary, while related operating costs are denominated in the currency of the local country and translated into USD for consolidated reporting purposes.
Principally, all sales are denominated in the currency of the subsidiary, while related operating costs are denominated in the currency of the local country and translated into USD for consolidated reporting purposes.
A key component of our approach to managing market risk is that we do not initiate market positions for our own account in anticipation of future movements in the relative prices of products we offer. 67 Table of Contents Management believes that the volatility of revenues is a key indicator of the effectiveness of its risk management techniques.
A key component of our approach to managing market risk is that we do not initiate market positions for our own account in anticipation of future movements in the relative prices of products we offer. Management believes that the volatility of revenues is a key indicator of the effectiveness of our risk management techniques.
Within our domestic institutional dealer in fixed income securities business, we maintain a significant amount of trading assets and liabilities which are sensitive to changes in interest rates. These trading activities primarily consist of securities trading in connection with U.S.
Within our domestic institutional dealer in fixed income 69 Table of C ontents securities business, we maintain a significant amount of trading assets and liabilities which are sensitive to changes in interest rates. These trading activities primarily consist of securities trading in connection with U.S.
Our risk-management procedures require our team of senior traders to monitor risk exposure on a continuous basis and update senior management both informally over the course of the trading day and formally through intraday and end of day reporting.
Our risk-management procedures require our team of senior traders to monitor risk exposure and update senior management both informally over the course of the trading day and formally through intraday and end of day reporting.
Our risk-management policies require quantitative analyses by instrument, as well as assessment of a range of market inputs, including trade size, dealing rate, client margin and market liquidity.
These risk-management policies and procedures are established and reviewed regularly by the Risk Committee of our Board of Directors. Our risk-management policies require quantitative analyses by instrument, as well as assessment of a range of market inputs, including trade size, dealing rate, client margin and market liquidity.
As of September 30, 2024, $338.8 million of outstanding principal debt was variable-rate debt. We are subject to earnings and liquidity risks for changes in the interest rate on this debt. As of September 30, 2024, $550.0 million of outstanding principal debt was fixed-rate long-term debt.
As of September 30, 2025, $782.0 million of outstanding principal debt was variable-rate debt. We are subject to earnings and liquidity risks for changes in the interest rate on this debt. As of September 30, 2025, $1,175.0 million of outstanding principal debt was fixed-rate long-term debt, with a fair value of $1,222.1 million.
We estimate that as of September 30, 2024, an immediate 25 basis point decrease in short-term interest rates would result in approximately $5.8 million less in annual net income. 68 Table of Contents We manage interest expense using a combination of variable and fixed rate debt. The debt instruments are carried at their unpaid principal balance which approximates fair value.
We estimate that as of September 30, 2025, an immediate 25 basis point decrease in short-term interest rates would result in approximately $13.5 million less in annual net income. We manage interest expense using a combination of variable and fixed rate debt. The carrying value of the debt instruments represents their principal amounts net of unamortized deferred financing costs.
These hedging transactions may not be successful. 69 Table of Contents
These hedging transactions may not be successful. 70 Table of C ontents
Interest Rate Risk In the ordinary course of our operations, we have interest rate risk from the possibility that changes in interest rates will affect the values of financial instruments and impact interest income earned.
We monitor the aggregate position for each commodity in equivalent physical ounces, metric tons, or other relevant unit. Interest Rate Risk In the ordinary course of our operations, we have interest rate risk from the possibility that changes in interest rates will affect the values of financial instruments and impact interest income earned.
We are exposed to market risk in connection with our self-directed/retail trading activities. Because we act as counterparty to our self-directed/retail clients’ transactions, we are exposed to risk on each trade that the value of our position will decline.
We are exposed to market risk in connection with our self-directed/retail trading activities.
The graph below summarizes volatility of our daily revenue, determined on a marked-to-market basis, during the year ended September 30, 2024. In our Institutional market-making and trading activities, we maintain inventories of equity and debt securities. In our Commercial segment, our positions include physical commodities inventories, precious metals on lease, forwards, futures and options on futures, and OTC derivatives.
In our securities market-making and trading activities, we maintain inventories of equity and debt securities. In our Commercial segment, our positions include physical commodities inventories, precious metals on lease, forwards, futures and options on futures, and OTC derivatives. Our commodity trading activities are managed as one consolidated book for each commodity encompassing both cash positions and derivative instruments.
Removed
Our commodity trading activities are managed as one consolidated book for each commodity encompassing both cash positions and derivative instruments. We monitor the aggregate position for each commodity in equivalent physical ounces, metric tons, or other relevant unit.
Added
The graph below summarizes volatility of our daily revenue, determined on a marked-to-market basis, during the year ended September 30, 2025.
Added
The graph above includes unrealized price movements in our precious metals inventories and related futures hedge positions during the period depicted in which we experienced temporary dislocations in published London spot market cash prices and Comex listed gold and silver futures contracts, related to potential tariffs to be imposed by the U.S. government on imported metals.

Other SNEX 10-K year-over-year comparisons