SNEX 10-K & 10-Q changes, risk factors and insider trading
StoneX Group Inc. · Nasdaq · Security & Commodity Brokers, Dealers, Exchanges & Services · CIK 913760 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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. …”see in full comparison
“The imposition of new tariffs or changes to existing tariffs could adversely affect our business, financial condition and results of operations. 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. …”see in full comparison
“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.”see in full comparison
Our operations are required to comply with specific anti-corruption and record-keeping laws and regulations applicable to companies conducting business internationally, and if we violate these laws and regulations, it could adversely affect our business and subject us to broader liability. Our international business operations are subject to various anti-corruption laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (the “FCPA”) and trade sanctions administered by OFAC. The FCPA is intended to prohibit bribery of foreign officials and requires companies whose securities are listed in the U.S. to keep books and records that accurately and fairly reflect those companies’ transactions and to devise and maintain an adequate system of internal accounting controls. 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.see in full comparisonThough 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.
Economic and financial market conditions, including conditions impacted by public health emergencies, such as the COVID-19 pandemic, and geopolitical events such assee in full comparisonterrorism, the Israel-Hamas war and escalating tensions in the Middle East, the ongoing war between Ukraine and Russiaterrorism 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. While increased volatility is typically a driver of increased client activity and growth in our operating revenues, longer periods of extreme volatility and dislocation in global securities, foreign exchange and commodity markets may affect our ability to establish effective offsetting positions in our principal trading and market-making activities which may expose us to trading losses. In addition, in the event that a global recession or slowdown occurs, this could lead to extended periods of low short-term interest rates and decreased volatility which could adversely affect our profitability. We also may be exposed to increased counterparty default, liquidity and credit risks with respect to our client accounts, which means if our clients experience losses in excess of the funds they have deposited with us, we may not be able to recover the negative client equity from our clients. In these circumstances, we may nonetheless be required to fund positions with counterparties using our own funds, which in turn would reduce our liquidity buffers. If any of these risks materialize, our operating results or ability to conduct our business may be materially adversely affected.
“Lapses in disclosure controls and procedures or internal control over financial reporting could materially and adversely affect our operations, profitability or reputation. 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. …”see in full comparison
Full comparison: every changed paragraph (28)
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 thepandemics, COVID-19armed pandemic,conflicts, wars and geopolitical tensions.
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 Russiaterrorism 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. While increased volatility is typically a driver of increased client activity and growth in our operating revenues, longer periods of extreme volatility and dislocation in global securities, foreign exchange and commodity markets may affect our ability to establish effective offsetting positions in our principal trading and market-making activities which may expose us to trading losses. In addition, in the event that a global recession or slowdown occurs, this could lead to extended periods of low short-term interest rates and decreased volatility which could adversely affect our profitability. We also may be exposed to increased counterparty default, liquidity and credit risks with respect to our client accounts, which means if our clients experience losses in excess of the funds they have deposited with us, we may not be able to recover the negative client equity from our clients. In these circumstances, we may nonetheless be required to fund positions with counterparties using our own funds, which in turn would reduce our liquidity buffers. If any of these risks materialize, our operating results or ability to conduct our business may be materially adversely affected.
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 conflictsarmed such as the wars in Ukraine and Israel,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.
Declines in the volume of securities, commodities and derivative transactions and in market liquidity generally may result in lower revenues from market-making and trading activities. Changes in price levels of securities and commodities and other assets, and in interest and foreign exchange rates also may result in reduced trading activity and reduce our revenues from market-making transactions. Changes in price levels also may result in losses in the fair value of securities, commodities and other assets held in inventory. 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. Any change in market volume, price orprice, liquidity or any other of these factors could have a material adverse effect on our business, financial condition and operating results.
We are subject to margin funding requirements on short notice. Our business involves establishment and carrying of substantial open positions for clients on futures exchanges and in the OTC derivatives markets. We are required to post and maintain margin or credit support for these positions. 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 or not we are able to collect additional margin or credit support from our clients. We maintain borrowing facilities for the purpose of funding margin and credit support and have in place procedures for collecting margin and other deposits from clients on a same-day basis; however, there can be no assurance that these facilities and procedures will provide us with sufficient funds to satisfy funds to satisfy any additional margin or credit support we may be required to post in the event of severe adverse price movements affecting the open positions of our clients. Generally, if a client is unable to meet its margin call, we promptly liquidate the client’s account. However, there can be no assurance that in each case the liquidation of the account will not result in a loss to us or that liquidation will be feasible, given market conditions, size of the account and tenor of the positions.
Our risk management policies and procedures rely on a combination of technology and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. In addition, our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing software or hardware failures. To the extent that we elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, we will be exposed to the risk of greater losses. 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. 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. Our risk management policies and procedures may not prevent us from experiencing a material adverse effect on our financial condition and results of operations and cash flows.
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. 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.
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.
Committed credit facilities currently available to us might not be renewed. As of Septemberthe 30,date 2024,of this report, we hadhave fivevarious committed credit facilities under which we could borrow up to $1,205.0$1,705.0 million, consisting of:
•a $500.0$650.0 million facility for general working capital requirements, committed until AprilJune 21,3, 20262028;
•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. O’Brien & Associates, LLC, committed until April 30, 2027;
•a $15.0$20.0 million facility for general working capital requirements, committed until SeptemberJanuary 5,23, 20252026;
•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;
The agreements governing our notes and other debt contain financial covenants that impose restrictions on our business. The indentureindentures governing our 7.875% Senior Secured Notes due 20312031, 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.
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. 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, onone or more of which could have a material adverse effect on our business, financial condition and results of operations.
Rapidly evolving regulations regarding data privacy could increase our costs and adversely affect our business. Our business is subject to rules and regulations adopted by state, federal and foreign governments, and regulatory organizations governing data privacy, including, but not limited to for example, the California Consumer Privacy Act (“CCPA”) and the European General Data Protection Regulation (“GDPR”). 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, transferstransfer and protect personal data.
These laws and regulations are inconsistent across jurisdictions and are subject to evolving interpretations. Government officials, regulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share, transmit and destroy personal data. We must continually monitor the development and adoption of, and commit substantial time and resources to comply with, new and emerging laws and regulations and/ or expanded interpretations of existing laws. These regulations, as well as changes to existing rules, could result in material increases in operating costs and impact the manner in which our products and services can be offered to 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 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.operations.
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.operations. We engage in a significant amount of business with clients in markets outside the United States. We face certain additional risks that are inherent in doing business in international markets, particularly in the regulated industries in which we participate. These risks include an inability to manage and coordinate the various regulatory requirements of multiple jurisdictions that are constantly evolving and are also subject to unexpected change, difficulties of debt collection and enforcement of contractual rights in foreign jurisdictions and reduced protection for intellectual property rights.
As we operate or otherwise extend our services in certain jurisdictions without local registration, licensing or authorization, we may be subject to possible enforcement actionactions and sanctionsanctions for our operations in such jurisdictions if our operations are determined to have violated regulations in those jurisdictions. Further, we may be required to cease operations in one or more of the countries in which we operate without registration, licensing or authorization, or our growth may be limited by newly imposed regulatory or other restrictions. A portion of our trading volume is attributable to clients in jurisdictions in which we or our white label partners are not currently licensed or authorized by the local government or applicable self-regulatory organization. This includes jurisdictions, such as China, from which we derive revenue and profit, and in which the local government has not adopted specific regulations governing the trading of foreign exchange and CFD products of the types we offer to clients, and jurisdictions in which we operate or otherwise extend our services in reliance on exemptions from the regulatory regime. We determine the nature and extent of services we can offer and the manner in which we conduct our business in the various jurisdictions in which we serve clients based on a variety of factors, including legal advice received from local counsel, our review of applicable U.S. and local laws and regulations and, in some cases, our discussions with local regulators. In cases in which we operate in jurisdictions based on local legal advice and/or cross border in a manner that we believe does not require us to be regulated in a particular jurisdiction, we are exposed to the risk that our legal, regulatory and other analysis is subsequently determined by a local regulatory agency or other authority to be incorrect and that we have not been in compliance with local laws or regulations, including local licensing or authorization requirements, and to the risk that the regulatory environment in a jurisdiction may change, including in a circumstance where laws or regulations or licensing or authorization requirements that previously were not enforced become subject to enforcement.
Our operations are required to comply with specific anti-corruption and record-keeping laws and regulations applicable to companies conducting business internationally, and if we violate these laws and regulations, it could adversely affect our business and subject us to broader liability. Our international business operations are subject to various anti-corruption laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (the “FCPA”) and trade sanctions administered by OFAC. The FCPA is intended to prohibit bribery of foreign officials and requires companies whose securities are listed in the U.S. to keep books and records that accurately and fairly reflect those companies’ transactions and to devise and maintain an adequate system of internal accounting controls. 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. 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.
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.
The imposition of new tariffs or changes to existing tariffs could adversely affect our business, financial condition and results of operations. 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. 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.
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$1,673.1 million in fiscal 20202021 to $3,436.2$4,126.9 million in fiscal 20242025 principallypartially as a result of several acquisitions. 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.
Lapses in disclosure controls and procedures or internal control over financial reporting could materially and adversely affect our operations, profitability or reputation. 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. 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. As a result of the material weakness, management concluded that our disclosure controls and procedures were not effective at September 30, 2025. 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.
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. 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.
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
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. In addition, certain provisions of our certificate of incorporation may have anti-takeover effects and may delay, defer or prevent a takeover attempt that a stockholder might consider in its best interest. Our certificate of incorporation authorizes the board to determine the terms of our unissued series of preferred stock and to fix the number of shares of any series of preferred stock without any vote or action by our stockholders. As a result, the board can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. 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.
Management's Discussion & Analysis (MD&A)
New heading “Closing of the Acquisition of R.J. O’Brien”
New heading “Closing of the Acquisition of Benchmark”
New heading “Potential Impacts of New Tariffs or Changes to Existing Tariffs”
New heading “Common Stock Split”
New heading “Valuation of and Accounting for Business Combinations”
New heading “Non-GAAP Financial Information”
Removed heading “Compensation and Benefits:”
Removed heading “Judgment and Uncertainties”
Removed heading “Effect if Actual Results Differ From Assumptions”
Removed heading “Judgment and Uncertainties”
Removed heading “Effect if Actual Results Differ From Assumptions”
Removed heading “Judgment and Uncertainties”
Removed heading “Effect if Actual Results Differ From Assumptions”
Largest changes
“The Indentures governing our senior secured notes contain covenants that limit, among other things, our ability to (1) transfer and sell assets; (2) pay dividends or distributions on our capital stock, repurchase our capital stock, make payments on subordinated indebtedness and make certain investments; (3) incur additional debt; (4) create or incur liens on our assets; (5) create any restriction on the ability of any of our restricted subsidiaries to pay dividends, make loans to us or any of our restricted subsidiaries or sell assets to us or any of our restricted subsidiaries; …”see in full comparison
“A number of significant structural, political, and monetary issues, and global conflicts continue to confront the global economy, and instability could continue, resulting in changes to the level of inflation, market volatility, potential recession, supply chain constraints and costs, diminished trading volumes, uncertainty, increased operating expenses, and increased costs due to potential new tariffs or changes to existing tariffs. …”see in full comparison
“Potential Impacts of New Tariffs or Changes to Existing Tariffs”see in full comparison
“Segment income increased $43.3 million, primarily as a result of the increase in net operating revenues noted above, which was partially offset by a $15.2 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily related to a $8.4 million increase in fixed compensation and benefits, a $3.8 million increase in trade systems and market information, a $2.4 million increase in non-trading technology and support, a $1.5 million increase in professional fees and a $1.9 million increase in travel and business development. …”see in full comparison
“Gain on Acquisition and Other Gains, net: The results of the fiscal year ended September 30, 2024 include nonrecurring gains of $1.9 million resulting from proceeds received from a gold fix class action settlement, reported within the Self-Directed/Retail segment, and $6.9 million resulting from proceeds received from a commodity exchange gold futures and options trading settlement, reported within the Commercial segment. …”see in full comparison
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This Annual Report on Form 10-K contains “forward-looking statements” within the meaning ofsee in full comparisonSectionthe27Asafe harbor provisions of the Private Securities Litigation Reform Act of19331995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” andSectionsimilar21EexpressionsofaretheintendedSecuritiestoExchangeidentifyActforward-lookingof 1934.statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including statements about the benefits of our acquisition of RJO, 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 counterpartyfailuresfailures, global trade policies andchanges in market conditions,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 30,2024.2025. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.
Full comparison: every changed paragraph (266)
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Sectionthe 27Asafe harbor provisions of the Private Securities Litigation Reform Act of 19331995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and Sectionsimilar 21Eexpressions ofare theintended Securitiesto Exchangeidentify Actforward-looking of 1934.statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including statements about the benefits of our acquisition of RJO, 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 failuresfailures, global trade policies and changes in market conditions,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, 2024.2025. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.
We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 4,5005,400 employees as of September 30, 2024.2025. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabledenables us to establish leadershipleading 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.
Recent Events
Closing of the Acquisition of R.J. O’Brien
On July 31, 2025, we completed our acquisition RTS Investor Corp., which was the parent company for the R.J. O’Brien global business (“RJO”), including R.J. O’Brien & Associates, LLC, the oldest futures brokerage in the U.S., and selected affiliates. The purchase price consideration was paid in a combination of cash of approximately $651.9 million and the issuance of 3,085,554 shares of the Company’s common stock, which were reissued from treasury stock. At closing, we assumed approximately $125.7 million of RJO debt related to a RJO subordinated debt facility. We believe the acquisition significantly strengthens our position as a leading FCM and enhances our role as an essential part of the global financial market structure, offering institutional grade execution, clearing, custody, and prime brokerage across all asset classes. The acquisition expanded our client float and added many introducing brokers to our network, while RJO’s clients benefit from our extensive range of markets, products, and services.
In connection with the acquisition of RJO, on July 8, 2025, we issued $625.0 million in aggregate principal amount of Senior Secured Notes due 2032 (the “Notes due 2032”), which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain existing and future subsidiaries that guarantees indebtedness under the Company’s senior secured revolving credit facility and certain other senior indebtedness. The Notes due 2032 will mature on July 15, 2032. Interest on the Notes due 2032 accrues at a rate of 6.875% per annum and is payable semiannually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. On July 31, 2025, the net proceeds from the issuance of the Notes due 2032 were used to fund the cash portion of the purchase price and to pay related fees and expenses, as described above.
Closing of the Acquisition of Benchmark
On July 31, 2025, we completed our acquisition of The Benchmark Company, LLC (“Benchmark”). Benchmark is a full-service investment banking firm offering a robust sales and trading platform, award-winning equity research, and a highly experienced investment banking team. We believe this acquisition will strengthen our offerings in equity and debt capital markets, with significant enhancements in equity research and investment banking. The purchase price consideration includes cash of approximately $57.1 million and four annual contingent payments, each capped at $7.0 million, plus a final contingent payment for any excess above the annual caps over the four year period following the close, valued together at $25.3 million.
Potential Impacts of New Tariffs or Changes to Existing Tariffs
A number of significant structural, political, and monetary issues, and global conflicts continue to confront the global economy, and instability could continue, resulting in changes to the level of inflation, market volatility, potential recession, supply chain constraints and costs, diminished trading volumes, uncertainty, increased operating expenses, and increased costs due to potential new tariffs or changes to existing tariffs. The impact of these events and other factors on our financial position and results of operations is difficult to predict, could affect the comparability of our results of operations from period to period, and may have an adverse effect on our financial results.
Common Stock Split
On March 21, 2025, we completed a three-for-two split of our common stock, effected as a stock dividend entitling each shareholder of record to receive one additional share of common stock for every two shares owned. Additional shares issued as a result of the stock dividend were distributed after close of trading on March 21, 2025, to stockholders of record at the close of business on March 11, 2025. Cash was distributed in lieu of fractional shares based on the opening price of a share of common stock on March 12, 2025. All share and per share amounts contained herein have been retroactively adjusted for this stock split.
We achieved record net operating revenues, up 16%, and net income, up 17%, in fiscal 2025, despite experiencing generally diminished commodity volatility, declining short-term interest rates, heightened interest expense and logistical charges in our precious metals activities related to tariff related disruptions. We experienced growth in segment income across all of our operating segments, led by a 45% increase in the segment income of our Institutional segment, driven by strong performances in equity trading and prime brokerage as well as in listed derivatives.
We experienced an increase in transaction volumes across all of our product offerings, as well as growth in average client equity and average money market/FDIC sweep client balances as compared to the prior year.
During fiscal 2024, our continued efforts to increase client engagement and expand our product offerings resulted in continued growth in transactional volumes throughout the majority of our operating segments and products, with the exception of FX/Contracts for difference (“CFD”) contracts volume which declined due to generally lower FX volatility during fiscal 2024.
•Lower rateRate per contract (“RPC”) on listed derivatives increased 8%, due to stronger growth in institutional client volumes,mix whichas havewell aas relativelythe loweracquisition RPCof in relation to commercial client volumes.RJO.
•Lower OTC derivatives RPC duedeclined 3%, with diminished commodity volatility leading to diminishedlower volatilityspreads in the agricultural and energy commodity markets.captured.
•9% growth in securities rate per million (“RPM”), primarily due to improved performance in global equity markets.
•a 7% decline in FX/CFD RPM, due to product mix and diminished FX volatility
•Lower securities rate per million (“RPM”) due to diminished equity volatility and backwardated markets in fixed income products, as well as continued growth in lower spread products including U.S. Treasuries and U.S. listed equities.
•Higher FX/CFD RPM due to an increased volume in gold, oil, and index contracts, which typically have a higher spread capture than FX contracts.
•Loweran 11% decline in payments RPM due to generally lower FX marketspreads volatility.in certain markets, most notably in Africa.
Interest and fee income earned on client balances increased $45.7 million, principally driven by the acquisition of RJO which contributed $50.0 million. This increase was partially offset by the decline in short term interest rates. Average client equity and average money-market/FDIC sweep client balances increased 25% and 21%, respectively.
Interest expense on corporate funding increased $10.0 million, primarily as a result of $7.8 million in bridge loan interest expense and the incremental interest expense associated with the senior secured notes issued related to the acquisition of RJO.
Despite a decline in average client equity and money market (“MM”)/FDIC client balances, driven by lower margin requirements, interest and fee income earned on client balances increased compared to the fiscal year ended September 30, 2023, as we achieved an increase in the interest rate realized on these client balances.
Operating revenues increased $522.1 million, led by our Institutional and Self-Directed/Retail segments, which added $448.5 million and $62.0 million, respectively. Operating revenues in our Commercial segment added $9.2 million, while our Payments segment declined $3.0 million.
Overall segment income increased $122.1 million with all of our segments experiencing growth versus the prior year, with the exception of our Commercial segment. The growth was led by our Self-Directed/Retail segment which added $73.5 million, while our Institutional and Payments segments increased $48.1 million and $3.5 million, respectively. Commercial segment income declined $3.0 million.
On March 1, 2024, we successfully increased the amount and extended the duration of our long term capital, with the issuance of $550.0 million of 7.875% Senior Secured Notes due 2031 (the “Notes due 2031”), the proceeds of which we utilized to extinguish $347.9 million of 8.625% Senior Secured Notes due 2025 (the “Notes due 2025”), as well as to pay down the then current borrowings on our revolving credit facility. While funds from the issuance of the Notes due 2031 were used to redeem the Notes due 2025, the redemption did not occur until June 17, 2024, in order to redeem those notes at par. This period of both issuances of Senior Secured Notes outstanding, combined with the recognition of a $3.7 million loss on the extinguishment of debt related to the write-off of unamortized original issue discount and deferred financing costs on the Notes due 2025, resulted in a $10.3 million increase in interest expense related to corporate funding purposes as compared to the prior year.
On the expense side, we continuecontinued to focus on maintaining our variable cost model and limiting the growth of our non-variable expenses. Variable expenses were 52%54% of total expenses in both the fiscal yearsyear ended September 30, 20242025 andas 2023.compared to 52% in the fiscal year ended September 30, 2024. Non-variable expenses, excluding bad debts, increased $91.1$124.5 million, principallyincluding due$32.4 tomillion higherin fixedthe compensationacquired RJO and benefits,Benchmark businesses as well as $10.4 million in investment banking and M&A related professional fees, non-trading technology and support and occupancy and equipment rental, with these increasesfees related to the continuingRJO build out and expansion of our product offering and geographic reach of our operating segments as well as in overhead departments to support this growth.acquisition.
Income before tax includes gains of $8.8 million and $2.1 million for the fiscal years ended September 30, 204 and 2023, respectively, related to class action settlements received, which are included in Gain on acquisition and other gains. Also included in Gain on acquisition and other gains in the fiscal year ended September 30, 2023 was a $23.5 million gain on the acquisition of CDI, which was non-taxable, and accordingly there was no corresponding income tax provision amount recorded related to the gain.
Net income increased $22.3$45.1 million to $260.8$305.9 million in the fiscal year ended September 30, 2024.2025. Diluted earnings per share werewas $7.96$5.89 for the fiscal year ended September 30, 20242025 compared to $7.45$5.31 in the fiscal year ended September 30, 2023.2024.
Operating revenues increased $522.1 million, or 18%, to $3,436.2 million in the fiscal year ended September 30, 2024 compared to $2,914.1 million in the fiscal year ended September 30, 2023. The table above displays operating revenues disaggregated across the key products we provide to our clients.
Operating revenues from listed derivatives increased $53.1 million, with our Institutional and Commercial segments up $21.3 million and $31.8 million, respectively.
Operating revenues in OTC derivatives 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, as OTC volumes were flat with the prior year.
Operating revenue from securities transactions increased $378.7 million, principally due to a 36% increase in securities ADV, as well as a significant increase in interest rates. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. Our calculation of securities RPM, in the table above, presents the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. Net operating revenues derived from securities transactions increased $44.5 million, principally driven by the increase in ADV noted above, which more than offset the 15% decline in RPM resulting from a tightening of spreads and a change in product mix.
Operating revenues from FX/CFD contracts increased $54.2 million, with a $59.0 million increase in our Self-Directed/Retail segment more than offsetting a $4.8 million decline in Institutional segment FX contracts operating revenues.
Operating revenues from payments declined by $3.2 million, or 2%, principally driven by a 5% decline in RPM traded, which was partially offset by a 3% increase in the ADV.
Operating revenues from physical contracts 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 $4.1 million increase in precious metals related operating revenues. 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 during the fiscal year ended September 30, 2023 were favorably impacted by realized gains of $1.4 million on the sale of physical inventories carried at the lower of cost or net realizable value, for which losses on related derivative positions were recognized in prior periods.
Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, increased $47.4 million, principally as a result of the impact of the increase in the short-term interest rates realized, which was partially offset by declines in average client equity and average money-market/FDIC sweep client balances of 13% and 24%, respectively, as compared to the fiscal year ended September 30, 2023.
Operating revenues increased $806.7$690.7 million, or 38%,20%, to $2,914.1$4,126.9 million in the fiscal year ended September 30, 20232025 compared to $2,107.4$3,436.2 million in the fiscal year ended September 30, 2022.2024. The acquisition of RJO contributed $141.0 million in operating revenues.
Operating revenues from listed derivatives declinedincreased $14.0$104.6 million, principally duedriven to a 4% decline inby the averageacquisition rateof perRJO contract.which contributed $89.5 million. Our Commercial and Institutional segments were up $53.8 million and $50.8 million, respectively.
Operating revenues in OTC derivatives increased $23.9$4.5 million, principally driven by a 20%6% increase in OTC contract volumes, which was partially offset by a 7%3% decline in the average rate per contract.
Operating revenue from securities transactions increased $390.9 million, principally due to a 27% increase in securities ADV as well as a 9% increase in securities RPM. Carried interest on fixed income securities is a component of operating revenues, however, interest expense associated with financing these positions is not. In the calculation of securities RPM in the table above, we deduct interest expense associated with our fixed income activities from operating revenues, as well as exclude interest income related to securities lending, in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $126.1 million, principally driven by the increase in ADV and RPM noted above.
Operating revenue from securities transactions increased $453.6 million, principally due to a 52% increase in securities ADV, as well as a significant increase in interest rates. Net operating revenues derived from securities transactions decreased $39.3 million, principally driven by a 40% decline in RPM primarily due to a tightening of spreads and a change in product mix.
Operating revenues from FX/CFD contracts declineddecreased $77.4$3.6 million, principally due towith a 10%$3.8 million decline in FX/CFDour contractsInstitutional ADV,segment, aspartially welloffset asby a 12%$0.2 declinemillion increase in FXour Self-Directed/CFDRetail contracts RPM.segment.
Operating revenues from payments increased by $40.5$4.1 million, principally duedriven toby ana 8%16% increase in the ADV, aswhich wellwas aspartially aoffset 14%by increasean 11% decline in payments RPM.
Operating revenues from physical contracts increased $69.1 million, driven by increases of $41.2 million and $27.9 million in our physical agricultural and energy and precious metals businesses, respectively. 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.
Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our Correspondent Clearing and Independent Wealth Management businesses, increased $45.7 million, principally driven by the acquisition of RJO which contributed $50.0 million. This increase was partially offset by the decline in short term interest rates. Average client equity and average money-market/FDIC sweep client balances increased 25% and 21%, respectively. For the fiscal year ended September 30, 2025, the average client equity includes the effect of an incremental $5.6 billion per month from RJO for the two months post-acquisition.
For a discussion of changes for the year ended September 30, 2024 compared to the year ended September 30, 2023 refer to the Annual Report on Form 10-K filed with the SEC on November 29, 2024.
Operating revenues from physical contracts increased $50.6 million, principally due to increased client activity in agricultural and energy commodities, including the CDI acquisition, effective October 31, 2022.
Interest and fee income earned on client balances, increased $295.4 million, principally driven by the impact of the significant increase in short-term interest rates, as well as a 25% increase in average client equity, which was partially offset by a 25% decline in average money market/FDIC sweep client balances.
The business activities of RJO added $24.5 million of increased expenses. Additionally, expenses were higher in the Equity and Debt Capital Markets businesses, principally related to the increased ADV, along with an increase in ADR conversion fees. Additionally, excluding RJO, expenses were higher in our Financial Ag and Energy business, principally related to the increase in contracts traded, and within our Correspondent Clearing business.
Expenses were higher in the Exchange-Traded Futures & Options, Financial Ag and Energy and LME businesses, principally related to the increase in contracts traded. Expenses were higher in the Equity Capital Markets business, principally related to an increase in ADV and higher ADR conversion fees. Partially offsetting these increases were lower expenses in the Self-Directed/Retail Forex business, principally related to a reduction in banking fees through successful renegotiation of certain vendor contracts.
The business activities of RJO added $27.4 million of increased expenses. Expenses were higher in theour Independent Wealth Management business,and Self-Directed/Retail Forex businesses, principally drivendue byto increased revenues,revenues and higher payouts, as well as in theour Financial Ag and Energy business,and LME businesses, principally due to increased volume and client mix of clients, and higher in the Physical Ag and Energy business principally due to the growth in physical cotton client activity.traded. These increases were partially offset by lower payoutsintroducing withinbroker thecommissions Self-Directed/Retailin Forexour andExchange-Traded CorrespondentFutures Clearing& businesses.Options business, excluding RJO.
The increase in interest expense attributable to fixed income securities and securities borrowing was principally due to the growth in the size of the security repo and securities lending businesses. The business activities of RJO added an incremental $17.6 million of interest expense attributable to client balances. The increase in other direct interest expense attributable to operating segments principally resulted from an increase in our physical precious metals business activities and our equity securities trading activities.
During the year ended September 30, 2025, interest expense attributable to corporate funding included $3.1 million of bridge loan financing fees related to the amendment of our revolving credit facility. In addition, the period included interest expense attributable to corporate funding of $4.7 million, related to bridge loan financing fees for the issuance of $625 million in aggregate principal amount of the Notes due 2032, which closed on July 8, 2025.
Increased interest expense attributable to trading activities principally resulted from an increase in our fixed income and securities borrowing activities, as well as the effect of the increase in short-term interest rates, partially offset by a decrease in interest expense attributable to client balances, principally resulting from the decline in average client equity within the Exchange-Traded Futures & Options business. Interest expense attributable to short-term financing facilities of subsidiaries and other direct interest of operating segments increased principally within the Equity Capital Markets business, partially offset by lower average borrowings on our revolving credit facility within the Physical Ag and Energy business.
TheDuring increasethe inyear ended September 30, 2024, interest expense attributable to corporate funding wasincluded principallyincremental dueinterest tofrom theour March 1, 2024 issuance of $550 million in aggregate principal amount of the Notes due 2031, the proceeds of which were used to redeem the Notes due 2025. This redemption did not occur until June 17, 2024, in order to redeem those notes at par, and therefore there was a temporary period in which both the Notes due 2025 and Notes due 2031 were outstanding. 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. These increases were partially offset by lower average borrowings on our revolving credit facility.
For a discussion of changes for the year ended September 30, 2024 compared to the year ended September 30, 2023 refer to the Annual Report on Form 10-K filed with the SEC on November 29, 2024.
Transaction-based clearing expenses
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, information regarding risks affecting us appears in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that management currently considers to be non-material may in the future adversely affect our business, financial condition and operating results.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Removed heading “Closing of the Acquisition of WCSI”
Largest changes
“R.J. O’Brien Limited is regulated by the FCA. The regulations impose regulatory capital and liquidity, as well as conduct of business, governance, and other requirements. The conduct of business rules include 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.”see in full comparison
“We built on the strong first quarter start to our fiscal year, with record net operating revenues and net income in our fiscal second quarter, up 70% and 143%, respectively as compared to the prior year and up 14% and 25%, respectively as compared to the immediately preceding first fiscal quarter. This result was driven by strong performances across all of our operating segments, which highlights the depth and breadth of our product offering and capabilities as well as the geographical reach of our ecosystem. …”see in full comparison
“Other Losses, net: The results of the three months ended June 30, 2026 included a $1.5 million charge on the abandonment of certain capitalized expenditures and a $0.2 million loss on an equity investment. The results of the three months ended June 30, 2025 included a $2.3 million loss on the disposal of certain capitalized hardware expenditures, partially offset by a gain of $1.0 million related to a class action settlement.”see in full comparison
Interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increasedsee in full comparison$65.0$90.6 million, principally driven by an increase of93%101% in average client equitybalances, partially offset by a 1% decline in average money market / FDIC sweep client balances, partially offset by a decline in short-term interest rates.balances. The acquisition of RJO contributed$3.9$4.1 billion in average client equity and$79.5$116.4 million in interest and fee income earned on client balances in thesixnine months endedMarchJune31,30, 2026.
“Interest and fee income earned on client balances decreased $0.1 million versus the prior year, primarily due to a decline in short-term interest rates.”see in full comparison
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We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platforms and our team of more than 5,4005,200 employees as of MarchJune 31,30, 2026. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish market leading positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within “Item 1. Business” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Unless noted otherwise, comparisons in the following discussions relate to the three months ended MarchJune 31,30, 2026 as compared to the same three-month period in the prior fiscal year and the sixnine months ended MarchJune 31,30, 2026 as compared to the same six-monthnine-month period in the prior fiscal year.
Closing of the Acquisition of WCSI
On March 23, 2026, one of our subsidiaries, StoneX Financial Ltd, acquired all outstanding shares of WCS International Ltd, a London based wholesale banknotes trading and distribution business.
On FebruaryJuly 3,17, 2026, ourwe Board of Directors approvedcompleted a three-for-two split of itsour common stock to make stock ownership more accessible to employees and investors. The stock split wasstock, effected as a stock dividend entitling each stockholder of record to receive one additional share of common stock for every two shares owned. Additional shares issued as a result of the stock dividend were distributed after close of trading on MarchJuly 20,17, 2026, to stockholders of record at the close of business on MarchJuly 10,7, 2026. Cash was distributed in lieu of fractional shares based on the opening price of a share of common stock on MarchJuly 11,8, 2026. Trading began on a stock split-adjusted basis at market open on MarchJuly 23,20, 2026. AllAlthough the stock split occurred subsequent to June 30, 2026, all share and per share amounts contained herein have been retroactively adjusted for this stock split.split, as a result of the stock split being effective prior to the issuance of the financial statements.
We experienced a strong performance in the third quarter of fiscal 2026, highlighted by active client engagement, the further integration of recent acquisitions, as well as the continued benefits of the roll out of our digital offerings, with net operating revenues and net income up 47% and 102%, respectively as compared to the prior year. We believe this result highlights the benefit of the depth and breadth of our product offering and capabilities as well as the geographical reach of our ecosystem, as it was driven by strong performances across our Commercial, Institutional and Payments segments, which more than offset a decline in our Self-Directed/Retail segment. In addition, this quarter includes net operating revenue contributions from the RJO and Benchmark acquisitions, of $78.8 million and $29.5 million, respectively.
We built on the strong first quarter start to our fiscal year, with record net operating revenues and net income in our fiscal second quarter, up 70% and 143%, respectively as compared to the prior year and up 14% and 25%, respectively as compared to the immediately preceding first fiscal quarter. This result was driven by strong performances across all of our operating segments, which highlights the depth and breadth of our product offering and capabilities as well as the geographical reach of our ecosystem. We continued to benefit from increased client demand and activity associated with rising prices and volatility in global metals markets, while the onset and continuation of the U.S.-Iran conflict and the resulting effect of heightened volatility on commodity, securities and interest rate markets drove heightened client demand for our products and services, most notably in our global hedging business, and also across equities, fixed income and institutional listed derivatives. In addition, this quarter includes net operating revenue contributions from the RJO and Benchmark acquisitions, of $101.9 million and $13.6 million, respectively.
We experienced strong transactional volume growth in listed and over-the-counter (“OTC”) derivatives, securities and payments, while we sawexperienced morea modest growthdecline in FX/contracts for difference (“CFD”) contracts. We believe this volume growth not only reflects continued client demand but also validates and is reflective of the significant investments made across our platforms to drive more efficient execution, clearing, and hedging of client transactions.
•Rate per contract (“RPC”) on listed derivatives increased 44%,23%, primarily due to volatility in LME markets as well as the acquisition of RJO.
•OTC derivatives RPC decreased 8%, primarily reflecting higher volumes across our digital platforms, where transactions are generally characterized by higher volume and lower margin per contract.
•OTC derivatives RPC increased 17%, driven by heightened volatility noted above.
•Securities rate per million (“RPM”) decreasedincreased 3%,9%, primarily driven by product mix, resultingincluding improved revenue capture in anfixed increasedincome volumes in narrower spread products, such as U.S. equities and U.S. Treasuries.markets.
•FX/CFD RPM increaseddecreased 6%,8%, primarily driven by heightenedlower performance in global volatility acrossFX markets.
•Payments RPM declineddecreased 7% due to generally lower FX spreads in certain markets, most notably in Africa.
On the expense side, we continued to focus on maintaining our variable cost model and limiting the growth of our non-variable expenses. Variable expenses were 59%60% of total expenses in the three months ended MarchJune 31,30, 2026 as compared to 54%53% in the three months ended MarchJune 31,30, 2025. Non-variable expenses, excluding bad debts, increased $95.0$58.1 million, including $52.6$45.0 million in the acquired RJO and Benchmark businesses.
Net income increased $102.6$64.5 million to $174.3$127.9 million in the three months ended MarchJune 31,30, 2026. Diluted earnings per share was $2.07$1.00 for the three months ended MarchJune 31,30, 2026 compared to $0.94$0.54 in the three months ended MarchJune 31,30, 2025.
Operating revenues increased $610.8$443.7 million, or 64%,43%, to $1,566.8$1,468.0 million in the three months ended MarchJune 31,30, 2026 compared to $956.0$1,024.3 million in the three months ended MarchJune 31,30, 2025. The acquisition of RJO, which was effective July 31, 2025, contributed $213.5$189.5 million in operating revenue in the three months ended MarchJune 31,30, 2026. The table above displays operating revenues disaggregated across the key products we provide to our clients.
Operating revenues derived from listed derivatives increased $189.4$157.9 million, with our InstitutionalCommercial and CommercialInstitutional segments up $105.1$79.8 million and $84.3$78.1 million, respectively.
Operating revenues derived from OTC derivatives increased $58.8$42.9 million, principally driven by aan 68%89% increase in OTC derivative contract volumes, aswhich wellwas aspartially aoffset 17%by increasean 8% decrease in the average RPC.
Operating revenues derived from securities transactions increased $161.2$118.5 million, principally due to a 35%33% increase in ADV, driven by increasesan increase in both equity and fixed income markets. Carried interest on fixed income securities is a component of operating revenues, while interest expense associated with financing these positions is not. We deduct interest expense associated with our fixed income activities from operating revenues in the calculation of securities RPM in the table above in order to provide a more useful measure of the financial performance of our securities business. Net operating revenues derived from securities transactions increased $36.9$45.8 million, due to the increase in ADV noted above,above partiallyas offsetwell byas a 3%9% decreaseincrease in the RPM.
Operating revenues derived from FX/CFD contracts increaseddecreased $6.7$16.5 million, as a result of a $7.7$14.9 million increasedecrease in our Self-Directed/Retail segment primarily driven by increases in both ADV and RPM, partially offset by a $1.0decline in ADV, as well as a $1.6 million decrease in Institutional segment FX contracts operating revenues, principally as a result of a decrease in RPM.
Operating revenues increased $1,104.7$1,548.4 million, or 58%,53%, to $3,005.0$4,473.0 million in the sixnine months ended MarchJune 31,30, 2026 compared to $1,900.3$2,924.6 million in the sixnine months ended MarchJune 31,30, 2025. The acquisition of RJO contributed $414.5$603.9 million in operating revenue in the sixnine months ended MarchJune 31,30, 2026.
Operating revenues derived from FX/CFD contracts decreased $23.2$39.7 million, withdriven decreasesby declines of $19.5$34.4 million and $5.3 million in our Self-Directed/Retail segment, driven primarily by a decrease in RPM, and $3.7 million in our Institutional segment,segments, principally resulting from a decline in ADV.respectively.
Operating revenues derived from physical contracts increased $181.6$241.1 millionmillion, asprincipally driven by a result of a $200.0$240.5 million increase in precious metals operating revenues, partially offset by an $18.8 million decline in physical supply and trading operating revenues.
The business activities of RJO added $37.8$36.7 million of increased expenses. Excluding RJO, expenses were higher in our Global Hedging and Exchange-Traded Futures & Options businesses, principally related to the increase in contracts traded. Additionally, expenses were higher in the GlobalEquity MetalsCapital Markets business, principally related to LMEhigher activity.ADR conversion fees.
The business activities of RJO added $47.3$46.6 million of increased expenses.expenses, Also,partially expensesoffset wereby higherlower costs in our IndependentRetail WealthForex Management business, principally due to increased revenues.business.
The increase in interest expense attributable to corporate funding was principally due to the issuance of $625 million in aggregate principal amount of the Notes due 2032, which closed on July 8, 2025. The three months ended June 30, 2025 included $6.5 million of bridge loan financing fees related to the June 2025 renewal of the corporate revolving credit facility and the issuance of the Notes due 2032.
The business activities of RJO added $92.4$139.1 million of increased expenses. Also, expenses were higher in our Independent Wealth Management and Retail Forex businesses.business.
The increase in interest expense attributable to corporate funding was principally due to the issuance of $625 million in aggregate principal amount of the Notes due 2032, which closed on July 8, 2025. The nine months ended June 30, 2025 included $6.5 million of bridge loan financing fees related to the June 2025 renewal of the corporate revolving credit facility and the issuance of the Notes due 2032.
Compensation and Other Expenses: Compensation and other expenses increased $209.1$156.8 million, or 54%,39%, to $599.3$558.2 million in the three months ended MarchJune 31,30, 2026 compared to $390.2$401.4 million in the three months ended MarchJune 31,30, 2025, principally due to the acquisitions of RJO, Benchmark and others, as discussed further below.
Administrative, executive, and centralized and local operations variable compensation and benefits increased relateddue to incremental cost from acquisition-related headcount increases as well as higher operating performance.
Incremental cost from recent acquisitions completed since MarchJune 31,30, 2025 added $14.7$13.6 million of non-variable salary expense during the three months ended MarchJune 31,30, 2026. The additional increase of $11.2$4.5 million is principally due to growth in our business segments, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.
Share-based compensation, which contains stock option and restricted stock expenses, increased principally due to the issuance of certain executive stock option and restricted stock grants since December 31, 2024.
During the three months ended MarchJune 31,30, 2026, severance included costs related to a formal collective redundancy consolidation process for U.K.-based employees following integration of certain RJO entities. Severance also included termination and retention costs for certain U.S.-based positions related to the ongoing integration activities of certain RJO entities.
Other Expenses: Other non-compensation expenses increased $69.0 million, or 56%, to $192.1 million in the three months ended March 31, 2026 compared to $123.1 million in the three months ended March 31, 2025.
Trading system and market information increased $6.3 million, principally due to an increase in trading system costs in our OTC and clearing business activities, and an increase in market information in our Global Hedging and Debt Capital Markets businesses. Incremental cost from acquisitions completed since March 31, 2025 added $2.9 million of expense.
Professional fees increased $1.9 million, as incremental cost from acquisitions completed since March 31, 2025 added $2.2 million of expense.
Non-trading technology and support increased $7.5 million, principally due to an increase in core and development technology costs. Incremental cost from acquisitions completed since March 31, 2025 added $3.3 million of expense.
Occupancy and equipment rental costs increased $4.8 million, as incremental cost from acquisitions completed since March 31, 2025 added $2.3 million of expense. Additionally, we had increased office costs in Germany, France, Singapore, Colombia, and India, along with an increase in property service charges, utilities and office equipment costs.
Travel and business development increased $9.7 million, principally due to costs related to our global sales summit, held in March 2026, which occurs on a once-every-two years rotation. Incremental cost from acquired entities completed since March 31, 2025 added $1.3 million of expense.
Depreciation and amortization increased $11.3 million, principally due to $8.2 million of incremental amortization of acquired intangibles and $1.6 million of depreciation from the acquisitions completed since March 31, 2025, along with an increase in depreciation expense from capitalized internally developed software.
During the three months ended March 31, 2026, we recorded bad debts, net of recoveries of $12.4 million, principally related to bad debt expense from client receivables in the Global Metals and Supply & Trading businesses of our Commercial segment of $8.0 million and $2.1 million, respectively, as well as from client trading deficits in our Institutional, Self-Directed/Retail, and Commercial segments of $1.5 million, $0.5 million, and $0.4 million, respectively, which were partially offset by recoveries of $0.1 million.
Other expenses increased $13.0 million, principally due to the accretion of the contingent consideration liability related to the Benchmark acquisition, an increase in insurance costs and non-income taxes, as well as a $1.9 million charge in the resolution of the BTIG matter. Incremental cost from acquired entities completed since March 31, 2025 added $4.3 million of expense.
Other Losses: The results of the three months ended March 31, 2026 include a $2.5 million charge on the abandonment of certain software license and capitalized internally developed expenditures and a $0.2 million loss on an equity investment.
Provision for Taxes: The effective income tax rate was 23% and 26% in the three months ended March 31, 2026 and 2025, respectively. The effective tax rate for the three months ended March 31, 2026 and 2025 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, global intangible low taxed income (“GILTI”), GloBE minimum tax, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.
Compensation and Other Expenses: CompensationOther and othernon-compensation expenses increased $367.3$30.3 million, or 48%,23%, to $1,138.4$164.4 million in the sixthree months ended MarchJune 31,30, 2026 compared to $771.1$134.1 million in the sixthree months ended MarchJune 31,30, 2025, principally due to the acquisitions of RJO, Benchmark and others, as discussed further below.2025.
Trading system and market information increased $4.4 million, principally due to an increase in market information costs in our Exchange-Traded Futures & Options, Global Hedging, Equity Capital Markets, and Debt Capital Markets businesses. Incremental cost from acquisitions completed since June 30, 2025 added $2.0 million of expense.
Professional fees decreased $18.0 million, principally due to a decrease in legal fees, net of recoveries of $20.9 million. Insurance related recoveries on legal fees were $12.5 million in the three months ended June 30, 2026. Incremental cost from acquisitions completed since June 30, 2025 added $1.9 million of expense.
Non-trading technology and support increased $9.0 million, principally due to an increase in core and development technology costs. Incremental cost from acquisitions completed since June 30, 2025 added $3.3 million of expense.
Occupancy and equipment rental costs increased $2.0 million, as incremental cost from acquisitions completed since June 30, 2025 added $1.6 million of expense.
Travel and business development increased $3.0 million, principally due to higher costs within our Equity Capital Markets business and certain overhead departments. Incremental cost from acquired entities completed since June 30, 2025 added $1.1 million of expense.
Depreciation and amortization increased $12.0 million, principally due to $7.6 million of incremental amortization of acquired intangibles and $2.1 million of depreciation from the acquisitions completed since June 30, 2025, along with an increase in depreciation expense from capitalized internally developed software.
During the three months ended June 30, 2026, we recorded net of recoveries related to bad debts of $1.0 million, principally related to bad debt recoveries from client receivables in the LME Metals and Supply & Trading businesses of our Commercial segment of $1.1 million and $0.4 million, respectively, partially offset by client trading deficits in our Institutional and Commercial segments of $0.3 million and $0.2 million, respectively.
Other expenses increased $14.6 million, principally due to the accretion of the contingent consideration liability related to the Benchmark acquisition, an increase in insurance costs and non-income taxes, as well as a settlement resolution. Incremental cost from acquired entities completed since June 30, 2025 added $5.3 million of expense.
Other Losses, net: The results of the three months ended June 30, 2026 included a $1.5 million charge on the abandonment of certain capitalized expenditures and a $0.2 million loss on an equity investment. The results of the three months ended June 30, 2025 included a $2.3 million loss on the disposal of certain capitalized hardware expenditures, partially offset by a gain of $1.0 million related to a class action settlement.
Provision for Taxes: The effective income tax rate was 20% and 26% in the three months ended June 30, 2026 and 2025, respectively. The effective tax rate for the three months ended June 30, 2026 was lower than the U.S. federal statutory rate of 21% due to the impact of windfall stock compensation deductions. As in previous periods, U.S. state and local taxes, global intangible low taxed income (“GILTI”), GloBE minimum tax, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates increased the effective rate. For the three months ended June 30, 2025, the effective tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, GILTI, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.
Compensation and Other Expenses: Compensation and other expenses increased $524.1 million, or 45%, to $1,696.6 million in the nine months ended June 30, 2026 compared to $1,172.5 million in the nine months ended June 30, 2025, principally due to the acquisitions of RJO, Benchmark and others, as discussed further below.
Administrative, executive, and centralized and local operations variable compensation and benefits increased modestly,related as increased costs fromto acquisition-related headcount increases as well as higher operating performanceperformance, which was partially offset by the recovery of certain benefit liabilities established in the U.K.
Incremental cost from recent acquisitions completed since MarchJune 31,30, 2025 added $29.6$43.2 million of non-variable salary expense during the sixnine months ended MarchJune 31,30, 2026. The additional increase of $18.3$19.9 million is principally due to growth in our business segments, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.
During the sixnine months ended MarchJune 31,30, 2026, severance included costs related to a formal collective redundancy consolidation process for U.K.-based employees following integration of certain RJO entities. Severance also included termination and retention costs for certain U.S.-based positions related to the ongoing integration activities of certain RJO entities. During the sixnine months ended MarchJune 31,30, 2025, severance costs included amounts related to the departure of an executive officer.
SNEX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 2,500 shares, about $161.2K) and open-market sales in 37 filings (12 insiders, 27 trade dates, 1,587,992 shares, about $152.7M; 31 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -1,585,492 (purchases minus sales); net value about -$152.5M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-28 | Smith Philip Andrew |
Open-market sale |
56,250 | $65.69 | $3.7M |
| 2026-09-28 | Smith Philip Andrew |
Option exercise |
56,250 | $8.90 | $500.6K |
| 2026-09-16 | Rotsztain Diego |
Open-market sale |
20,298 | $67.13 | $1.4M |
| 2026-09-15 | Maurer Mark Lowry |
Open-market sale |
50,528 | $67.02 | $3.4M |
| 2026-09-14 | Rotsztain Diego |
Option exercise |
50,625 | $12.26 | $620.7K |
| 2026-09-14 | Rotsztain Diego |
Open-market sale |
30,327 | $68.83 | $2.1M |
| 2026-09-14 | Perkins Abigail H |
Open-market sale |
8,924 | $68.83 | $614.2K |
| 2026-09-14 | Maurer Mark Lowry |
Open-market sale |
52,564 | $68.83 | $3.6M |
| 2026-09-14 | Maurer Mark Lowry |
Option exercise |
69,372 | $8.90 | $617.4K |
| 2026-09-10 | Lyon Charles M |
Gift | 500 | — | — |
| 2026-08-14 | Dunaway William J |
Open-market sale |
96,490 | $66.35 | $6.4M |
| 2026-08-14 | Dunaway William J |
Option exercise |
126,562 | $8.90 | $1.1M |
| 2026-08-10 | Perkins Abigail H |
Open-market sale |
4,500 | $64.81 | $291.6K |
| 2026-08-10 | Perkins Abigail H |
Option exercise |
4,500 | $12.26 | $55.2K |
| 2026-08-10 | Thamodaran Dhamu R. |
Open-market purchase | 2,500 | $64.48 | $161.2K |
| 2026-08-07 | Maurer Mark Lowry |
Open-market sale |
52,648 | $66.25 | $3.5M |
| 2026-08-07 | Maurer Mark Lowry |
Option exercise |
69,372 | $8.90 | $617.4K |
| 2026-08-05 | Fowler John Moore |
Open-market sale |
1,575 | $75.41 | $118.8K |
| 2026-07-31 | Fowler John Moore |
Grant/award | 174 | — | — |
| 2026-07-31 | Fowler John Moore |
Shares withheld for tax | 197 | $77.62 | $15.3K |
| 2026-07-31 | Cooper Diane L. |
Grant/award | 116 | — | — |
| 2026-07-31 | Radziwill John |
Grant/award | 219 | — | — |
| 2026-07-31 | Thamodaran Dhamu R. |
Grant/award | 142 | — | — |
| 2026-07-31 | Fowler John Moore |
Grant/award | 174 | — | — |
| 2026-07-31 | Fowler John Moore |
Shares withheld for tax | 230 | $77.62 | $17.9K |
| 2026-07-31 | Kass Steven A |
Grant/award | 174 | — | — |
| 2026-07-24 | Rotsztain Diego |
Open-market sale |
20,630 | $74.40 | $1.5M |
| 2026-07-22 | Rotsztain Diego |
Open-market sale |
29,995 | $74.32 | $2.2M |
| 2026-07-22 | Rotsztain Diego |
Option exercise |
50,625 | $12.26 | $620.7K |
| 2026-07-22 | Oconnor Sean Michael |
Option exercise |
225,000 | $8.90 | $2.0M |
| 2026-07-22 | Oconnor Sean Michael |
Open-market sale |
104,934 | $74.33 | $7.8M |
| 2026-07-22 | Dunaway William J |
Open-market sale |
95,970 | $74.33 | $7.1M |
| 2026-07-22 | Dunaway William J |
Option exercise |
126,563 | $8.90 | $1.1M |
| 2026-07-22 | Smith Philip Andrew |
Open-market sale |
45,000 | $74.32 | $3.3M |
| 2026-07-22 | Smith Philip Andrew |
Option exercise |
45,000 | $8.90 | $400.5K |
| 2026-07-22 | Maurer Mark Lowry |
Option exercise |
69,372 | $8.90 | $617.4K |
| 2026-07-22 | Maurer Mark Lowry |
Open-market sale |
52,376 | $74.32 | $3.9M |
| 2026-07-20 | Perkins Abigail H |
Open-market sale |
8,919 | $70.43 | $628.2K |
| 2026-07-15 | Bexiga Annabelle G |
Open-market sale |
1,500 | $113.92 | $170.9K |
| 2026-06-30 | Smith Philip Andrew |
Option exercise |
37,500 | $13.34 | $500.2K |
| 2026-06-30 | Smith Philip Andrew |
Open-market sale |
14,040 | $118.67 | $1.7M |
| 2026-06-30 | Smith Philip Andrew |
Open-market sale |
37,500 | $118.75 | $4.5M |
| 2026-06-16 | Maurer Mark Lowry |
Open-market sale |
11,542 | $133.63 | $1.5M |
| 2026-06-15 | Maurer Mark Lowry |
Option exercise |
46,248 | $13.34 | $616.9K |
| 2026-06-15 | Maurer Mark Lowry |
Open-market sale |
34,706 | $135.31 | $4.7M |
| 2026-06-15 | Oconnor Sean Michael |
Open-market sale | 75,000 | $135.42 | $10.2M |
| 2026-06-15 | Bexiga Annabelle G |
Open-market sale |
1,500 | $133.36 | $200.0K |
| 2026-06-15 | Perkins Abigail H |
Gift | 2,000 | — | — |
| 2026-06-12 | Lyon Charles M |
Open-market sale | 9,000 | $131.96 | $1.2M |
| 2026-06-12 | Oconnor Sean Michael |
Open-market sale | 75,000 | $131.15 | $9.8M |
| 2026-06-12 | Dunaway William J |
Open-market sale |
63,602 | $131.16 | $8.3M |
| 2026-06-12 | Dunaway William J |
Option exercise |
84,375 | $13.34 | $1.1M |
| 2026-06-08 | Perkins Abigail H |
Open-market sale |
4,312 | $118.51 | $511.0K |
| 2026-06-08 | Perkins Abigail H |
Option exercise |
4,312 | $18.39 | $79.3K |
| 2026-05-22 | Maurer Mark Lowry |
Open-market sale | 11,398 | $112.25 | $1.3M |
| 2026-05-22 | Smith Philip Andrew |
Open-market sale |
8,535 | $112.72 | $962.1K |
| 2026-05-20 | Rotsztain Diego |
Open-market sale |
13,696 | $112.79 | $1.5M |
| 2026-05-20 | Rotsztain Diego |
Open-market sale |
13,696 | $112.79 | $1.5M |
| 2026-05-19 | Oconnor Sean Michael |
Option exercise |
72,140 | $13.34 | $962.3K |
| 2026-05-19 | Oconnor Sean Michael |
Open-market sale |
72,140 | $109.94 | $7.9M |
Well-known investors holding SNEX (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 284,166 | $33.7M | 0.05% | Added 3423% |
| D. E. Shaw & Co. | 2026-06-30 | 113,288 | $13.4M | 0.01% | Added 29% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 52,624 | $6.2M | 0.0% | Added 15% |
| Tweedy, Browne | 2026-06-30 | 54,035 | $4.4M | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 21,984 | $2.6M | 0.0% | Added 57% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 7,379 | $874.4K | 0.0% | Reduced 73% |
| Two Sigma Investments | 2026-06-30 | 5,376 | $637.1K | 0.0% | New position |