DEF 14A of StoneX Group Inc., Jan 26, 2026

DEF 14A of StoneX Group Inc.

Filed Jan 26, 2026 · FY20250000913760-26-000006

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The restated certificate of incorporation of the Company provides that the Company will have a Board of Directors consisting of nine members, and further provides that the number of Directors may be increased or decreased by resolution of the Board of Directors. The Board of Directors decreased by resolution the size of the Board to eight members, effective at the 2024 annual meeting of stockholders. The Nominating & Governance Committee considers issues of diversity, experience, skills, familiarity with ethical and corporate governance issues which the Company faces in the current environment, and other relevant factors while considering potential candidates for Director. The Nominating & Governance Committee has identified two additional nominees to present at the 2026 annual meeting of stockholders. Therefore, the Board of Directors has increased by resolution the size of the Board to ten members, effective at the 2026 annual meeting of stockholders. The Nominating & Governance Committee will continue to evaluate the size and effectiveness of the Board of Directors during fiscal year 2026. The Nominating & Governance Committee of the Company has nominated and the Board of Directors has approved the nominations of ten persons to serve as Directors until the 2027 annual meeting, or until each Director's successor is elected and qualified, or until the death or resignation of a Director. Each of the nominees has agreed to serve if elected. If any nominee is unable or unwilling to serve as a Director, which we do not anticipate, the Board of Directors, by resolution, may reduce the number of Directors that constitute the Board or may choose a substitute. The nominees are as follows (ages as of January 26, 2026):

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name of Nominee | Age | Director Since | | Annabelle Bexiga | 63 | 2020 | | Diane Cooper | 66 | 2018 | | John M. Fowler | 76 | 2005 | | Steven Kass | 69 | 2018 | | Charles Lyon | 50 | 2026 | | Sean O'Connor | 63 | 2002 | | Eric Parthemore | 76 | 2009 | | John Radziwill | 78 | 2002 | | Philip Smith | 53 | 2026 | | Dhamu Thamodaran, PhD | 70 | 2021 |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    The background of each nominee for Director is as follows: Annabelle Bexiga was elected as a director of the Company in 2020. She served as Chief Information Officer (CIO) of Global Commercial Insurance at American International Group until 2017. After holding leadership positions at J.P. Morgan & Co. and Deutsche Bank, she served as CIO at JPMorgan Invest, Bain Capital, and TIAA (Teachers Insurance and Annuity Association). Ms. Bexiga currently sits on the Board of Directors of Corpay, Inc., a public company, where she chairs the Technology Committee. Ms. Bexiga has been granted a waiver by the Board of a conflict of interest to serve as a director of Corpay, Inc., all as previously addressed within a Form 8-K filed on December 20, 2022. The Board has determined that Ms. Bexiga's service on this additional board of directors does not interfere with the performance of her duties with the Company. In the past, she has also served as a Director of Triton International Limited and on the supervisory board of DWS Group GmbH of Frankfurt, Germany, where she served on the remuneration committee. Ms. Bexiga brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance and technology. Her previous positions also afford her a wealth of knowledge across a range of U.S. and global financial services institutions, and provides valuable insight as the Company expands its global network of services. Diane Cooper was elected as a director of the Company in 2018. She retired in 2016 after a 30 year career at General Electric, most recently serving as President and CEO of GE Capital’s Commercial Distribution Business from 2009 to 2016. Prior to that role, Ms. Cooper led the GE Capital Equipment Finance and Equipment Finance Services businesses, and served as President and CEO of Commercial Finance – Capital Solutions. Ms. Cooper also currently serves on the board of Bank of Montreal, a public company, BMO Financial Corp., where she chairs the Risk Oversight and Capital Committee, and BMO Bank N.A. In the past, she has also served as a Director of Aqua Finance, Inc. Ms. Cooper brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, business development, mergers and acquisitions, employee leadership, and developing and strengthening customer relationships. Her previous positions also afford her a wealth of experience in the operation and management of a public company in the financial services sector. John M. Fowler was elected as a Director of the Company in 2005. Mr. Fowler, an attorney by training, has since 1998 been a private investor, financial consultant and adviser. From 1996 to 1998, Mr. Fowler was the Chief Financial Officer, Executive Vice President and Director of Moneygram Payment Systems, Inc. He also served as Chief Administrative Officer and Executive Vice President of then Travelers Group, Inc. (now Citigroup, Inc.) from 1986 to 1994. Mr. Fowler has served as General Counsel of the U.S. Department of Transportation, as a Director of Amtrak, as Chairman and Chief Executive Officer (“CEO”) of Gulf Insurance Co., as a Director of Transatlantic Re (a reinsurance company), and as a Director of and Chairman of the Compensation Committee of Air Express International. Mr. Fowler brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, accounting, legal and executive compensation. His previous positions also afford him a wealth of experience in the operation and management of a public company in the financial services sector, as well as substantial experience in regulatory affairs and governmental relations. Steven Kass was elected as a Director of the Company in 2018. Mr. Kass is presently a consultant to professional service firms with a focus on leadership, organizational culture, business strategy, human capital and corporate governance. He spent 33 years with the accounting firm Rothstein Kass before his retirement as Chief Executive Officer in June 2014. During his tenure as CEO, Rothstein Kass grew organically to become the 20th largest accounting firm in the United States. After the acquisition by KPMG in June 2014 of certain assets of Rothstein Kass, Mr. Kass served as senior partner and global lead of the alternative investment globalization effort at KPMG, retiring from KPMG in September 2016. Mr. Kass was Chairman of the Audit Committee and a member of the Board of Directors of Sun Bancorp, Inc. from 2012 to 2014, and was a member of the Board of Directors of AGN International from 1998 to 2014, serving as Global Chairman of the Board from 2001-2003. Mr. Kass also currently serves on the board and as Audit Committee Chairman of Peapack Private Bank & Trust (formerly Peapack-Gladstone Bank). Mr. Kass brings to the Board, among other skills and qualifications, significant knowledge in the areas of finance, accounting, internal audit, risk management, corporate governance and Sarbanes-Oxley compliance. In addition, as CEO of Rothstein Kass during its sale to KPMG and subsequent integration, Mr. Kass is able to provide knowledge and insight into the successful integration of professional service organizations. Charles Lyon is being nominated to join the Board of Directors at this annual meeting of stockholders. Mr. Lyon was appointed as President of the Company in December 2024. He also serves as Chief Executive Officer of StoneX Financial Inc. This entity merged with the Company's three other domestic regulated entities in July 2015, and Mr. Lyon oversees the broker-dealer operations of the merged entity, in addition to global responsibility for the Company's Institutional segment line. Mr. Lyon was appointed as Chief Executive Officer of StoneX Securities Inc. in December 2012 when it was operating as the Company’s U.S. broker-dealer subsidiary. Mr. Lyon was Head of Securities Trading and Sales as well as Head of Equity Capital Markets of StoneX Securities Inc. from 2004 until 2012, and served various roles for predecessor companies from 1999 until 2004. The Board believes that Mr. Lyon’s strong leadership skills, extensive financial experience, and knowledge of the Company, its products and services are valuable to the Board. Mr. Lyon’s service as President provides a valuable link between the management and operations of the Company and the Board of Directors, allowing the Board to perform its oversight role with the benefit of management's perspective on business and strategy. Sean O'Connor was elected as a Director in 2002. Mr. O’Connor was named Executive Vice-Chairman of the Board of Directors in December 2024. He joined the Company in October 2002 as Chief Executive Officer and held that position until December 2024. Mr. O’Connor was appointed as President in October 2015 and held that position until December 2024. From 1994 until 2002, Mr. O'Connor was Chief Executive Officer of Standard New York Securities, a division of Standard Bank. From 1999 until 2002, Mr. O'Connor also served as Executive Director of Standard Bank London, Ltd., a United Kingdom bank and subsidiary of the Standard Bank of South Africa.

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    The Board believes that Mr. O'Connor's strong leadership skills, extensive financial experience, and knowledge of the Company, its products and services are valuable to the Board. In 2002, Mr. O'Connor made a significant equity investment in the Company and since that time has led the Company and guided its successful strategy and growth. In addition to his other skills and qualifications, Mr. O'Connor's prior positions as Chief Executive Officer and President have served as a valuable link between the management and vision of the Company and the Board of Directors, allowing the Board to perform its oversight role with the benefit of management's perspective on business, strategy and opportunities. Mr. O’Connor’s current focus on longer-term strategy, capital allocation and merger & acquisition activity will continue to provide a valuable link between the management and vision of the Company and the Board of Directors. Eric Parthemore was elected as a Director of the Company in 2009, following the merger with FCStone. He had previously served as a Director of FCStone since 1996, as Vice Chairman of FCStone since January 2007, and as a member of its Board's Executive Committee. He served as the Secretary and Treasurer of FCStone until January 2007. Mr. Parthemore retired in 2017 as the President and Chief Executive Officer of Heritage Cooperative, Inc. in West Mansfield, Ohio. He held that position since September 2009 and had served in the same capacity with its predecessor company since 1996. Mr. Parthemore was appointed in January 2004 to serve on the Ohio Agricultural Commodity Advisory Commission by the Secretary of Agriculture in the State of Ohio and served on this Commission until 2015. From 2009 to September 2017 Mr. Parthemore served on the National Grain Car Council of the Surface Transportation Board, an agency of the US Department of Transportation. Mr. Parthemore brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of risk management similar to a significant portion of the Company's existing client base, and services sought by that client base. In addition, as the former CEO of a large grain and supply cooperative involved in multiple mergers with similar organizations, Mr. Parthemore is able to provide knowledge, guidance and insight into successfully integrating the operations of multiple organizations at a time when the Company is also in the process of integrating multiple organizations. John Radziwill was elected as a Director of the Company in 2002 and serves as Chairman of the Board. Mr. Radziwill is currently a Director of Oryx International Growth Fund Limited and Redcentric PLC, both public companies, and Seatboost Inc., a private company. In the past, he has also served as a Director of Goldcrown Group Limited, Fifth Street Capital (BVI), PingTone Communications, Inc., Baltimore Capital Plc, Lionheart Group, Inc., USA Micro Cap Value Co. Ltd, Acquisitor Plc, Acquisitor Holdings (Bermuda) Ltd. and Netsurion LLC (formerly VendorSafe Technologies Inc.). Mr. Radziwill is a member of the Bar of England and Wales. Mr. Radziwill brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, accounting, and institutional investing, in particular in the small capitalization sector. In 2002, Mr. Radziwill, together with Mr. O'Connor and retired Director Scott Branch, made a significant equity investment in the Company and, as an independent Director of the Company, has been closely involved in its development and growth. In addition, his background and current positions afford him the ability to bring an international perspective to the Board. This insight is increasingly valuable as the Company continues to expand its international operations. Philip Smith is being nominated to join the Board of Directors at this annual meeting of stockholders. Mr. Smith was appointed as Chief Executive Officer of the Company in December 2024. He also serves as Chief Executive Officer of StoneX Financial Ltd and previously served as Chief Executive Officer of the Company’s Europe, Middle East and Africa ("EMEA") operations since July 2008. Mr. Smith joined the Company in 2004 following its acquisition of Global Currencies Ltd, a U.K. foreign exchange payments company which Mr. Smith joined in 1996 and was made a Director of in 1999. Following its acquisition in 2004, Mr. Smith became CEO of INTL Global Currencies Ltd until its consolidation into StoneX Financial Ltd in 2014. The Board believes that Mr. Smith’s strong leadership skills, extensive financial experience, and knowledge of the Company, its products and services are valuable to the Board. In addition to his other skills and qualifications, Mr. Smith's position as Chief Executive Officer serves as a valuable link between the management and vision of the Company and the Board of Directors, allowing the Board to perform its oversight role with the benefit of management's perspective on business, strategy and opportunities. Dhamu Thamodaran, PhD was elected as a director of the Company in 2021. He retired as Executive Vice President, Chief Strategy Officer & Chief Commodity Hedging Officer from Smithfield Foods, Inc. in December 2020, having served in this role since 2016. Dr. Thamodaran joined Smithfield Foods in 1995 as Director of Price Risk Management, and had related industry experience with John Morrell Food Group and Farmland Foods, which later became part of the Smithfield Foods family. Dr. Thamodaran has been a member of the Agricultural Markets Advisory Counsel at CME Group since 2021. Dr. Thamodaran earned his PhD in Economics from Iowa State University and his Master of Science degree in Agricultural Economics & Statistics from the Indian Agricultural Research Institute in New Delhi, India. Dr. Thamodaran brings to the Board, among other skills and qualifications, significant risk management and strategy development experience and knowledge in the areas of global macroeconomics, global commodities research and analysis, agricultural markets, and the pork value chain. His risk management experience is similar to a significant portion of the Company's existing client base, and he is familiar with the services sought by that client base. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.

  5. Procedures by which Stockholders may Recommend Nominees for Director

    Procedures by which Stockholders may Recommend Nominees for Director For a stockholder to recommend a Director nominee to the Committee, the stockholder should send the recommendation to the Chairman of the Nominating and Governance Committee, c/o Corporate Secretary, StoneX Group Inc., 30 Independence Boulevard, Suite 300, Warren, New Jersey 07059. The recommendation should include (a) the name, address and telephone number of the potential nominee; (b) a statement regarding the potential nominee's background, experience, expertise and qualifications; (c) a signed statement from the potential nominee confirming his or her willingness and ability to serve as a Director and abide by the corporate governance policies of the Company (including its Code of Ethics) and his or her availability for a personal interview with the Committee; and (d) evidence establishing that the person making the recommendation is a stockholder of the Company. Recommendations which comply with the foregoing procedures and which are received by the Corporate Secretary before September 1 in any year will be forwarded to the Chairman of the Nominating and Governance Committee for review and consideration by the Committee for inclusion in the slate of Director nominees to be recommended to the entire Board for presentation at the annual meeting of stockholders in the following year. In evaluating Director nominees, the Nominating and Governance Committee considers the following factors: •the appropriate size of the Company's Board; •the needs of the Company with respect to the particular talents and experience of its Directors; •the knowledge, skills and experience of nominees, including experience in commodities and securities markets, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; •familiarity with national and international business matters; •experience with accounting rules and practices; and •the desire to balance the considerable benefit of continuity with the periodic injection of the fresh and diverse perspectives provided by new members. The Nominating and Governance Committee's goal is to assemble a board of directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Other than the foregoing, there are no stated minimum criteria for Director nominees, although the Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Nominating and Governance Committee also believes that it is appropriate for certain key members of the Company's management to serve as Directors. The Nominating and Governance Committee identifies nominees by first evaluating the current members of the Board of Directors who are willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Governance Committee or the Board decides not to re-nominate a member for re-election, the Nominating and Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating and Governance Committee and Board of Directors are polled for suggestions as to individuals meeting the criteria of the Nominating and Governance Committee. Research may also be performed to identify qualified individuals. In consideration of the growth of the Company and the expanded international scope of the Company, the Company strives to increase the diversity on the Board of Directors.

  6. Description of the Company's Executive Compensation Program

    Description of the Company's Executive Compensation Program For fiscal year 2025, which ended on September 30, 2025, the Company's five named executive officers (“NEOs”) were Philip Smith, who served as the Chief Executive Officer of the Company, William Dunaway, who served as the Chief Financial Officer of the Company, Sean O'Connor, who served as Executive Vice-Chairman of the Board, Gregory Kallinikos, who served as Chief Executive Officer of Asia Pacific for the Company, and Stuart Davison, who served as the Chief Operating Officer of the Company. In December 2024, the Company enacted several changes to its Executive Committee with Sean O’Connor, previously the Company’s Chief Executive Officer, becoming Executive Vice-Chairman of the Board, Philip Smith being named Chief Executive Officer of the Company and Charles Lyon being named President of the Company. In Mr. O’Connor’s new position, his primary focus is on longer-term strategy, capital allocation and mergers and acquisitions, and his compensation package was restructured to reflect a focus on share price appreciation and long-term value creation. As such, Mr. O’Connor no longer participates in either the Executive Performance Plan nor the Long-Term Performance Incentive Plan. Mr. O’Connor’s new compensation package did include an award of time-based restricted stock and performance-based restricted stock, as further detailed in the Equity Award section below. The Company designed its executive compensation program to reflect its need to attract and retain executives with specific skills and experience in the various businesses and functions operated by the Company. In this regard, the Company's success is directly dependent on the ability of the Company's executives to generate operating income with an appropriate level of risk. The Company competes with larger and better capitalized companies for individuals with the required skills and experience. As a result, the Company must have a compensation program that provides its executives with a competitive level of compensation relative to the compensation available from the Company's competitors. The Company also designed its executive compensation program to reward executives based on their contributions to the Company's success. The Compensation Committee believes that a compensation program which relies heavily on performance-based compensation will both maximize the efforts of the Company's executives and align the interests of executives with those of stockholders. This form of compensation also allows the Company to compete for talented individuals since it is common in the financial services industry. The Compensation Committee does not evaluate total compensation amounts for any named executive officer based on a specific benchmark or percentile positioning. Additionally, the Compensation Committee does not employ a compensation consultant and did not use a consultant to assist in determining executive compensation in fiscal year 2025. The Compensation Committee considers numerous factors when making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and his or her length of time in the role.

  7. Encourage Long-Term Service through Compensation Practices

    Encourage Long-Term Service through Compensation Practices The Company seeks to encourage long-term service by awarding compensation to the Company's executives that vests over multiple years. In the case of the named executive officers, the Compensation Committee has elected to award a portion of the executive's bonus in the form of restricted stock. In the case of other executives, the Compensation Committee offers the executives the right to receive a portion of their bonuses in the form of restricted stock.

  8. Executive Performance Plan

    Executive Performance Plan The Company adopted the current Executive Performance Plan (the “EPP”) in 2021 to provide bonuses to designated executives based upon objective criteria. The EPP permits awards to be paid in cash, restricted stock or a combination of both, as further described below. The Company utilized the EPP to reward the Company's executive officers for fiscal year 2025. Bonuses paid under the EPP are based on objective criteria established by the Company in advance. The Compensation Committee's goal is to utilize bonuses under the EPP as the Company's principal tool for encouraging executives to maximize productivity and the Company's profitability. Awards under the plan provide executives with an incentive to focus on aspects of the Company's performance that the Compensation Committee believes are key to the Company's success. The Compensation Committee administers the EPP and has responsibility for designating eligible participants and establishing specific “performance targets” for each participant in the EPP. The performance targets may be based on one or more of the following business criteria, or on any combination of these criteria: •increase in share price, •adjusted ROE, •control of fixed costs, •control of variable costs, and •adjusted EBITDA growth. For fiscal year 2025, adjusted ROE was the only performance target established and used by the Compensation Committee. The fiscal year 2025 adjusted ROE performance targets are set forth below. With respect to adjusted ROE and adjusted EBITDA growth, the plan generally requires that adjustments be made to ROE or EBITDA, as the case may be, when determining whether the applicable performance targets have been met, so as to eliminate, in whole or in part, in any manner specified by the Committee, the gain, loss, income and/or expense resulting from the following items: •changes in accounting principles that become effective during the performance period, •extraordinary, unusual or infrequently occurring events reported in the Company's public filings, excluding early extinguishment of debt, and •the disposal of a business, in whole or in part. The Committee may, however, provide that one or more of these adjustments will not be made as to a specific award or awards. In addition, the Committee may determine that other adjustments will be made under the applicable business criteria and performance targets to take into account, in whole or in part, in any manner specified by the Committee, any one or more of the following: •gain or loss from all or certain claims and/or litigation and insurance recoveries, •the impact of impairment of tangible or intangible assets, •restructuring activities reported in the Company's public filings, and •the impact of investments or acquisitions. Each of these adjustments may relate to the Company as a whole or any part of the Company's business or operations, as determined by the Committee. Finally, adjustments will be made as necessary to any performance target related to the Company's stock to reflect changes in corporate capitalization, such as stock splits and certain reorganizations. Concurrently with the selection of performance targets, the Committee must establish an objective formula or standard for calculating the maximum bonus payable to each participating executive officer. Under the plan, the maximum bonus for each fiscal year may not exceed $8,500,000 for any executive. Over a five-year period, the maximum per participant amounts are thus $42,500,000 for each executive. Notwithstanding this overall maximum, the Committee has sole discretion to determine whether to actually pay any of or the entire maximum permissible bonus or to change the payment or vesting terms of any bonus, subject in each case to the EPP's terms and any other written commitment authorized by the Committee. The Committee may also exercise its negative discretion by establishing additional conditions and terms of payment of bonuses, including the achievement of other financial, strategic or individual goals, which may be objective or subjective, as it deems appropriate. Although the Committee may waive these additional conditions and terms, it may not waive the basic performance target as to the business criterion chosen for any particular period. Bonuses will be paid in either cash or a combination of cash and restricted stock on a basis to be established by the Committee. The specific proportion of each bonus to be received in the form of restricted stock is subject to review by the Committee from time to time. The aggregate grant date fair value of the restricted stock is included within the Stock Awards column of the Summary Compensation Table in the fiscal year in which the award is granted. The Committee-selected restricted stock proportions utilized for fiscal year 2025 were as follows: •amounts from 0 - $200,000: 15% •amounts from $200,000 - $400,000: 20% •amounts from $400,000 - $600,000: 25% •amounts above $600,000: 30% In general, restricted stock is a grant of stock that is subject to forfeiture if specified vesting requirements are not satisfied. The current vesting requirements are set forth in the following paragraph. If any portion of a named executive officer’s bonus is payable in the form of restricted stock, then the restricted stock will be issued to the executive at a discount of 25% to the market value of the Company's common stock (determined as of the date that is 75 days following the end of the applicable performance period, or, if the Committee has not determined the bonus by this date, 15 days after the amount of the bonus is determined and certified by the Committee). These shares of restricted stock will vest at the rate of one-third per year on each of the first, second and third anniversaries of the grant date of the award, subject to acceleration in connection with a qualifying termination, as specified with greater particularity in an award agreement to be entered into in accordance with the Company's Restricted Stock Program. In its discretion, the Committee may waive these provisions and elect to pay 100% of any bonus payable under the plan, regardless of amount, entirely in cash (for example, in the case of a participant who already holds a substantial number of shares). Likewise, in its discretion, the Committee may alter the vesting period or reduce the discount applicable to any restricted stock award. In the event sufficient shares are not available under the Company’s 2022 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) to issue restricted stock pursuant to the Restricted Stock Program, then the entire bonus will be payable in cash. The EPP may from time to time be amended, suspended or terminated, in whole or in part, by the Board of Directors or the Committee.

  9. Application of Executive Performance Plan in Fiscal Year 2025

    Application of Executive Performance Plan in Fiscal Year 2025 For fiscal year 2025, three of the five named executive officers were among the executives chosen by the Compensation Committee to be participants in the Executive Performance Plan. The potential bonuses for the participants were based on the adjusted ROE generated by the Company during the fiscal year. No bonus was to be earned under the EPP unless the adjusted ROE for fiscal year 2025 was at least 6.0%. The potential bonuses for Messrs. Smith, Dunaway, and Davison are based upon performance targets as established by the Compensation Committee as set forth in the table below. The target ROE was 15%, and the target bonuses for fiscal year 2025 were $3,000,000 for Mr. Smith, $1,713,000 for Mr. Dunaway, and $1,000,000 for Mr. Davison. With respect to the target bonuses for fiscal year 2025, Messrs. O'Connor and Kallinikos were not participants in the Executive Performance Plan in Fiscal Year 2025.

  10. Application of Executive Performance Plan in Fiscal Year 2025

    | Executive Performance Plan - Fiscal 2025 | | | Performance Target | | | Adjusted ROE Target | Target Bonus | | Less than 6.0% | None | | 6% | 24.32% | | For every additional 10 basis points, add | 0.47% | | 8% | 33.78% | | For every additional 10 basis points, add | 0.74% | | 10% | 48.65% | | For every additional 10 basis points, add | 0.97% | | 12.5% | 72.97% | | For every additional 10 basis points, add | 1.08% | | 15% | 100.00% | | For every additional 10 basis points, add | 1.19% | | 17.5% | 129.73% | | For every additional 10 basis points, add | 1.30% | | 20% | 162.16% | | For every additional 10 basis points, add* | 2.11% | | (*) subject to a maximum annual amount of $8,500,000 per EPP participant. | |

  11. Bonuses Earned under Executive Performance Plan for Fiscal Year 2025

    Bonuses Earned under Executive Performance Plan for Fiscal Year 2025 Based upon the Company's results for fiscal year 2025 along with consideration of adjustments described in Appendix A, an adjusted ROE of 16.3% was used in calculating the amount of bonuses earned under the EPP, which equated to a 115.46% achievement of the performance target. As such, the awards for the five named executive officers’ bonus payout earned under the EPP for fiscal year 2025 were as follows:

  12. Bonuses Earned under Executive Performance Plan for Fiscal Year 2025

    | Bonuses Earned under 2025 Executive Performance Plan | | | | | | Name | Nominal Amount (1) | Cash Amount (2) | Restricted Shares (3) | | | | | | (#) | Value ($) | | Philip Smith | $3,463,784 | $1,385,514 | 24,682 | $2,404,697 | | William Dunaway | $1,977,821 | $1,444,474 | 7,300 | $711,239 | | Sean O'Connor | $— | $— | — | $— | | Gregory Kallinikos | $— | $— | — | $— | | Stuart Davison | $1,154,595 | $461,838 | 8,091 | $788,304 |

  13. Bonuses Earned under Executive Performance Plan for Fiscal Year 2025

    (1) This column sets forth the nominal amount of the bonus earned by each executive under the EPP in fiscal year 2025. For Mr. Dunaway, a portion of this amount was paid in the form of a cash bonus and the balance was paid in the form of restricted stock. For Messrs. Smith and Davison, a portion of these amounts were paid in the form of a cash bonus, a portion of these were paid in the form of restricted stock pursuant to the terms of the remuneration policy of the subsidiary StoneX Financial Ltd (“SFL”) (as described further below), and the balances were paid in the form of restricted stock valued at a discount of 25% to the market value of the Company's common stock on the date specified in the EPP. The remuneration policy of SFL complies with the rules imposed by the Financial Conduct Authority which apply to Messrs. Smith and Davison, are being considered two of SFL’s material risk takers, pertaining to variable remuneration, namely the requirements to pay a minimum percentage of annual variable remuneration in instruments that have a post-vesting retention period and subject to deferral for three years with pro-rata vesting. Restricted shares issued to Messrs. Smith and Davison under the remuneration policy of SFL are not valued at a discount to market value. (2) This column sets forth the cash amount earned by each executive under the EPP in fiscal year 2025. These amounts were paid in fiscal year 2026. (3) This column sets forth the number of shares of restricted stock awarded under the EPP to each executive, and additionally with respect to Messrs. Smith and Davison, the number of shares of restricted stock awarded under the remuneration policy of SFL, and the value of the shares calculated in accordance with the Stock Compensation Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). These shares vest ratably over a period of three years in accordance with the terms of the Restricted Stock Program. These shares were granted on December 15, 2025, and had a fair market value of $97.43 per share on the date of grant. The value of these restricted shares is not included in the 2025 Summary Compensation Table, as the grant date of these restricted shares occurred in fiscal year 2026.

  14. Long-Term Performance Incentive Plan

    Long-Term Performance Incentive Plan The Board of Directors and the Compensation Committee approved a long-term performance incentive plan (“LTIP”) for the named executive officers and other key employees or officers who are, or in the view of the Compensation Committee may become, executive officers. The LTIP was presented to and approved by the stockholders at the 2016 Annual Meeting. The LTIP has subsequently been subsumed into the 2022 Omnibus Incentive Compensation Plan. The purpose of the LTIP, which is a cash-based plan, is to promote the interests of the Company by enabling the Company to provide participating executives with appropriate incentives to encourage them to continue in the employment of the Company and to promote the Company’s long-term growth, stability and profitability. It is intended that the LTIP will assist the Company in balancing risk and financial results in a manner that does not encourage participating executives to expose the Company to imprudent short-term risks. Furthermore, since the LTIP has longer-term performance periods with payouts linked to future performance in certain key business criteria, the Compensation Committee views the LTIP separately from the EPP and other annual compensation paid to the participating executives. The Compensation Committee administers the LTIP and is charged with the discretion and responsibility for designating eligible participants and establishing specific "performance measures" for each participant in the LTIP. The performance measures may be based on one or more of the following Company business criteria, or on any combination thereof, on a consolidated basis: •adjusted ROE, •EBITDA growth, •total stockholder return, •market price of the Company’s common stock or the market price, face amount or discounted value of debt or other equity securities, •book value per share, •tangible book value per share, •earnings per share, •net income, •pre-tax operating income, •net revenues, •pre-tax earnings, and •debt-to-equity ratio. The performance periods under the LTIP are expected typically to be five fiscal years, but may be a longer or shorter period of time, as determined by the Compensation Committee. The amounts to be paid under the LTIP may vary based on, be indexed to, or be conditioned all or in part on, the satisfaction of one or more of the performance measures, which performance measures may relate to such measures or combination of measures of individual performance and/or the Company’s performance (including, any divisional, business unit or other performance) as the Compensation Committee deems appropriate at the time the performance measures are established. The performance measures may be absolute or relative, and may include risk-based adjustments or adjustments for items that are unusual in nature or infrequent in occurrence. The adjustments as determined by the Compensation Committee are to be determined in accordance with generally accepted accounting principles, unless another objective method of measurement is designated by the Compensation Committee. Concurrently with the selection of performance measures, the Compensation Committee must establish an objective formula or standard for calculating the amount payable to each participating executive officer, including the calculation of a maximum amount. In any fiscal year, the maximum amount payable under the LTIP, together with the maximum bonus payable in such fiscal year, may not exceed the amount stated as the “Maximum Individual Bonus” under the EPP. The Compensation Committee has made awards to participating executive officers, beginning on October 1, 2015, with an award period of five fiscal years and a payout amount at the end of the award period that is dependent on an annual interest factor and the Company's average adjusted ROE over the award period. The LTIP awards are calculated in three steps, as follows: •Step 1: The Compensation Committee determines the LTIP award’s initial notional value based upon the participating executive’s roles and responsibilities in the Company’s performance and the executive’s ability to impact future performance. •Step 2: On an annual basis, the LTIP award’s notional value is increased by an earnings factor (“Interest”) equal to the higher of (a) the Company’s effective borrowing rate for a given year, or (b) the Company’s adjusted ROE (as calculated in the same manner as for the EPP) provided that if the amount determined under (a) or (b) is determined to be a percentage that is below 3%, then the Interest shall be 3%, and provided further that if the amount determined under (a) or (b) is determined to be a percentage that is above 15%, then the Interest shall be 15%. •Step 3: The LTIP award will be either increased or decreased by a Performance Adjustment factor. The amount of increase or decrease, if any, in the award due to the Performance Adjustment factor will be equal to the total amount of the award at expiration of a predetermined award period, including all accrued Interest, multiplied by a percentage tied, for the currently proposed award, to the average ROE over the award period, as set forth in the following table:

  15. Long-Term Performance Incentive Plan

    | Average Adjusted ROE† per year over Award Period | % Payout of Award plus Interest | | 0%* | 0% | | 1%* | 25% | | 2%* | 45% | | 3%* | 60% | | 4%* | 70% | | 5% to 10% | 75 to 100%, ratably | | 10% to 15% | 100% to 125%, ratably |

  16. Long-Term Performance Incentive Plan

    † For the purposes of calculating average adjusted ROE, a negative ROE in any year is considered to be zero. The average ROE is calculated based upon the arithmetic average using each of the annual adjusted ROE's for the five-year award period. * Percentage payout of Award plus Interest to be ratable per percentage ROE. The Compensation Committee has the discretion each year, for every new award, to change the award amount, the award period and the performance measure or measures on which the performance adjustment is based. For fiscal year 2025, the Compensation Committee determined not to make any changes to the LTIP other than the amount as awarded to the participating executives. In connection with his new role as Executive Vice-Chairman of the Board, Mr. O’Connor did not receive an LTIP award for fiscal 2025. His previously granted LTIP awards will continue to vest according to their remaining vesting schedule. The LTIP may from time to time be amended, suspended or terminated, in whole or in part, by the Board of Directors or the Compensation Committee. The fiscal year 2025 compensation award based upon the LTIP is included within the 2025 Summary Compensation Table and is based on the achievement of an adjusted ROE of 16.3%.

  17. Discretionary Bonuses

    Discretionary Bonuses The Company may award discretionary bonuses to its executives, including the named executive officers, based on a subjective evaluation of the executive's performance and the overall performance of the Company. Such awards are independent of the EPP. In fiscal year 2025, the Compensation Committee did not award discretionary bonuses to any of the named executive officers.

  18. Equity Awards

    Equity Awards A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating stockholder value. The Compensation Committee grants equity awards under the Omnibus Plan. The purpose of the Omnibus Plan is to allow for the awarding of incentive compensation that aligns the interests of officers, directors, employees and consultants of the Company and its subsidiaries with those of the stockholders. The Company believes the awarding of incentive compensation under the Omnibus Plan encourages the participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and aligns the economic interests of the participants with those of the stockholders. The Omnibus Plan is administered by the Compensation Committee. The Compensation Committee reviews the Omnibus Plan and annual equity grant practice regularly to ensure that the Company balances the goal of compensating and motivating our employees against our stockholders' interest in limiting dilution from equity grants. The Omnibus Plan incorporates certain terms that the Company believes align with corporate governance best practices and are intended to further align the Company's incentive compensation program with the interests of the stockholders. These terms include minimum vesting requirements for equity awards, restricting dividends and dividend equivalents on equity awards, no repricing of options, no "liberal" share recycling, no "liberal" change in control definition, no evergreen provision, a clawback of awards under specified circumstances, and no tax gross-ups. Historically, the Compensation Committee has granted stock options and restricted stock awards to its named executive officers under the Omnibus Plan. During fiscal year 2025, in connection with the transition from his role as CEO to the role of Executive Vice-Chairman of the Board of Directors, Mr. O’Connor received a new compensation package, which included grants of time-based restricted stock and performance-based restricted stock. On March 31, 2025, time-based restricted stock was granted to Mr. O’Connor which vest ratably over four years with one-fourth vesting on the first, second, third, and fourth anniversaries of the grant date. On March 31, 2025, performance-based restricted stock was granted to Mr. O’Connor, which is earned on the basis of achievement of pre-established performance goals approved by the Compensation Committee, over a four year period commencing on March 31, 2025 and ending on March 31, 2029 (the “Performance Period”). The number of shares of stock that Mr. O’Connor actually earns will be determined based on the Company’s average ROE over the Performance Period, subject to: (i) a minimum of zero shares, if the average ROE over the Performance Period is less than six percent; (ii) 90,000 shares, if the average ROE over the Performance Period is six percent; and (iii) a maximum of 337,500 shares, if the average ROE over the Performance Period equals or exceeds 18%. If the average ROE over the performance period is other than amounts stated above, the number of shares shall be calculated on a pro rata basis between 90,000 shares and 337,500 shares. For purposes of calculating average ROE, a negative ROE in any year shall be considered to be zero. The number of shares earned is subject to cliff vesting on the fourth anniversary of the grant date. Additional information for the grants to Mr. O’Connor are described in the Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025 discussion. During fiscal year 2025, Messrs. Davison and Kallinikos were appointed to the Company’s Executive Committee and as detailed below, the Compensation Committee granted stock options to Messrs. Davison and Kallinikos, to align them with other Executive Committee members who received stock option grants during fiscal year 2024. On March 5, 2025, stock options were granted to Mr. Davison which vest ratably over five years with one-fifth vesting on the first, second, third, fourth, and fifth anniversaries of December 5, 2025, as described in the Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025 discussion, and have a term of approximately six and one-half years. The vesting dates were set by the Company’s Board of Directors to coincide with the same dates as options granted to the other executive officers. On June 4, 2025, stock options were granted to Mr. Kallinikos which vest ratably over five years with one-fifth vesting on the first, second, third, fourth, and fifth anniversaries of December 5, 2025, as described in the Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025 discussion, and have a term of approximately six and one-quarter years. The vesting dates were set by the Company’s Board of Directors to coincide with the same dates as options granted to the other executive officers.

  19. Grant Practices Specific to Stock Options

    Grant Practices Specific to Stock Options The Compensation Committee approves and grants long-term equity awards approximately every five years and at approximately the same time of year for the years in which awards are granted. All awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of the Company’s common stock on the date of grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.

  20. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing.

  21. Accounting Standards

    Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of time-based restricted stock units and performance-based restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. Our Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

  22. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value ($)(6) | All Other Compensation ($)(7) | Total ($) | | Philip Smith, Chief Executive Officer | 2025 | 512,749 | — | 1,961,475 | — | 2,516,768 | — | 13,055 | 5,004,047 | | | 2024 | 426,820 | — | 1,810,622 | 5,994,000 | 2,193,976 | — | 7,320 | 10,432,738 | | | 2023 | 396,034 | — | 1,734,951 | — | 2,044,551 | — | 27,152 | 4,202,688 | | William Dunaway, Chief Financial Officer | 2025 | 375,000 | — | 698,361 | — | 2,459,907 | — | 14,867 | 3,548,135 | | | 2024 | 375,000 | — | 742,024 | 3,996,000 | 2,417,445 | — | 14,063 | 7,544,532 | | | 2023 | 375,000 | — | 895,135 | — | 2,431,952 | — | 14,063 | 3,716,150 | | Sean O'Connor, Executive Vice-Chair | 2025 | 2,000,000 | — | 41,298,178 | — | 1,335,943 | — | 35,601 | 44,669,722 | | | 2024 | 600,000 | — | 1,414,682 | 12,309,000 | 4,129,173 | — | 74,860 | 18,527,715 | | | 2023 | 600,000 | — | 1,692,960 | — | 4,180,754 | — | 44,292 | 6,518,006 | | Gregory Kallinikos, Chief Executive Officer of Asia Pacific (8) | 2025 | 334,451 | — | — | 5,324,400 | 2,800,000 | — | 270,881 | 8,729,732 | | Stuart Davison, Chief Operating Officer (8) | 2025 | 326,621 | — | 234,065 | 6,362,550 | 618,244 | — | 9,245 | 7,550,725 |

  23. Grants of Plan Based Awards - Fiscal Year 2025

    Grants of Plan Based Awards - Fiscal Year 2025 The following table sets forth information on plan based awards granted in fiscal year 2025 to each of the Company's NEOs. There can be no assurance that the amounts disclosed below will ever be realized. The amount of the equity awards that were granted, and the amount of the non-equity awards that were earned in fiscal year 2025, are shown in the 2025 Summary Compensation Table on page 25.

  24. Grants of Plan Based Awards - Fiscal Year 2025

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All other Stock Awards: | All Other Option Awards: | | | | | | | | | | | | | Number of Shares of Stock or Units(#)(4) | Number of Securities Under- lying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Target Units (#) | Maximum Units (#) | | | | | | Philip Smith | EPP | 12/13/2024 | 11/5/2024 | 729,600 | 3,000,000 | 8,500,000 | | | 29,163 | | | 1,961,475 | | | LTIP | | | | | | | | | | | | | William Dunaway | EPP | 12/13/2024 | 11/5/2024 | 416,602 | 1,713,000 | 8,500,000 | | | 10,383 | | | 698,361 | | | LTIP | | | | | | | | | | | | | Sean O'Connor | EPP | 12/13/2024 | 11/5/2024 | — | — | 8,500,000 | | | 19,851 | | | 1,335,178 | | | (6) | 3/31/2025 | 3/31/2025 | | | | | | 300,000 | | | 22,836,000 | | | (7) | 3/31/2025 | 3/31/2025 | | | | 225,000 | 337,500 | 225,000 | | | 17,127,000 | | | LTIP | | | | | | | | | | | | | Gregory Kallinikos | EPP | 12/13/2024 | 11/6/2023 | — | — | 8,500,000 | | | | | | | | | | 6/4/2025 | 6/4/2025 | | | | | | | 180,000 | 83.80 | 5,324,400 | | | LTIP | | | | | | | | | | | | | Stuart Davison | EPP | 12/13/2024 | 11/6/2023 | 243,200 | 1,000,000 | 8,500,000 | | | 3,480 | | | 234,065 | | | | 3/5/2025 | 3/5/2025 | | | | | | | 202,500 | 78.68 | 6,362,550 | | | LTIP | | | | | | | | | | | |

  25. Grants of Plan Based Awards - Fiscal Year 2025

    (1) The information in this column sets the threshold amount, or the minimum payment that would have been paid to each NEO under the EPP for fiscal year 2025, assuming the adjusted ROE used in calculating the amount of the bonuses was no less than 6%. If the adjusted ROE was less than 6%, no amount would have been paid to each NEO. (2) The information in this column sets the target amount that would have been paid to each NEO under the EPP and LTIP for fiscal year 2025, assuming the adjusted ROE used in calculating the amount of the bonuses was 15%, the Company's stated target annual ROE. (3) The information in this column sets forth the maximum amount that could have been paid to each NEO under the EPP and LTIP for fiscal year 2025. The potential payment under the plan for each NEO ranged from none to the maximum amount specified in the table, depending upon the achievement of the performance criteria for fiscal year 2025. These criteria are described in the sections entitled “Application of Executive Performance Plan in 2025” and “Long-Term Performance Incentive Plan” above. In any fiscal year, the maximum aggregate amount payable under the EPP and LTIP may not exceed the amount stated as the “Maximum Individual Bonus” under the EPP. (4) The information in this column, with the exception of the March 31, 2025 time-based restricted share and performance-based restricted share grants to Mr. O’Connor addressed in footnotes 6 and 7 below, consist of restricted shares issued in fiscal year 2025 under the EPP with respect to services rendered in fiscal year 2024 as further described above. (5) The information in this column consists of options issued in fiscal year 2025, and the grants are subject to the terms and conditions set forth in applicable grant agreements and the 2022 Omnibus Incentive Compensation Plan. (6) This represents a grant of 300,000 time-based restricted shares with ratable vesting over a four-year period under a new compensation package detailed in the letter agreement dated March 31, 2025 (the “Letter Agreement”), and the grants are subject to the terms and conditions set forth in the applicable grant agreement and the 2022 Omnibus Incentive Compensation Plan. (7) This represents a grant of performance-based restricted stock under the Letter Agreement, and the grants are subject to the terms and conditions set forth in the applicable grant agreement and the 2022 Omnibus Incentive Compensation Plan. The award includes a performance condition impacting the total number of shares eligible to vest - see Equity Awards for additional information. The award would result in 337,500 shares vesting, with an aggregate grant date fair value for the award of $25,690,500, assuming the highest level of achievement under the award.

  26. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025

    Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025 The following table sets forth all outstanding equity awards held by the NEOs as of September 30, 2025.

  27. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(13) | | Philip Smith | 90,000(1) | 45,000(1) | 20.00 | 12/5/2026 | 36,951(6) | 3,729,095 | | | — | 337,500(2) | 42.84 | 12/5/2031 | 23,085(7) | 2,329,738 | | | | | | | 9,721(8) | 981,043 | | William Dunaway | 180,000(1) | 45,000(1) | 20.00 | 12/5/2026 | 16,153(6) | 1,630,161 | | | — | 225,000(2) | 42.84 | 12/5/2031 | 8,937(7) | 901,922 | | | | | | | 3,461(8) | 349,284 | | Sean O'Connor | 360,000(1) | 90,000(1) | 20 | 12/5/2026 | 30,707(6) | 3,098,950 | | | — | 450,000(2) | 42.84 | 12/5/2031 | 75,000(9) | 7,569,000 | | | — | 225,000(3) | 47.57 | 12/5/2031 | 17,058(7) | 1,721,493 | | | | | | | 75,000(10) | 7,569,000 | | | | | | | 6,617(8) | 667,788 | | | | | | | 75,000(11) | 7,569,000 | | | | | | | 75,000(12) | 7,569,000 | | | | | | | 225,000(12) | 22,707,000 | | Gregory Kallinikos | — | 180,000(4) | 83.80 | 12/5/2031 | — | — | | Stuart Davison | — | 202,500(5) | 78.68 | 12/5/2031 | 2,997(6) | 2,997 | | | | | | | 2,129(7) | 2,129 | | | | | | | 1,160(8) | 1,160 |

  28. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2025

    (1) The stock options were granted on December 5, 2018 and vest ratably over five years, with one-fifth vesting on the third, fourth, fifth, sixth and seventh anniversaries of the grant date, and have a term of eight years. (2) The stock options were granted on December 5, 2023 and vest ratably over five years, with one-fifth vesting on the third, fourth, fifth, sixth and seventh anniversaries of December 5, 2023, and have a term of approximately eight years. (3) The stock options were granted on December 21, 2023 and vest ratably over five years, with one-fifth vesting on the third, fourth, fifth, sixth and seventh anniversaries of December 5, 2023, and have a term of approximately eight years. (4) The stock options were granted on June 4, 2025 and vest over ratably over five years, with one-fifth vesting on the first, second, third, fourth, and fifth anniversaries of December 5, 2025, and have a term of approximately six and one-quarter years. (5) The stock options were granted on March 5, 2025 and vest ratably over five years, with one-fifth vesting on the first, second, third, fourth, and fifth anniversaries of December 5, 2025, and have a term of approximately six and one-half years. (6) These shares vested on or about December 15, 2025. (7) These shares vest on or about December 15, 2026. (8) These shares vest on or about December 15, 2027. (9) These shares vest on or about March 31, 2026. (10) These shares vest on or about March 31, 2027. (11) These shares vest on or about March 31, 2028. (13) Based on the closing price of the Company's common stock on September 30, 2025, which was $100.92 per share.

  29. Options Exercised and Stock Vested - Fiscal Year 2025

    Options Exercised and Stock Vested - Fiscal Year 2025 The following table sets forth the number of shares of common stock acquired during fiscal year 2025 by each NEO upon the exercise of options or through the vesting of restricted stock. Value realized for stock awards is determined based on the closing price of the Company’s common stock on the applicable vesting date.

  30. Options Exercised and Stock Vested - Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Philip Smith | 90,000 | $5,230,149 | 32,308 | $2,136,851 | | William Dunaway | — | — | 16,762 | $1,108,637 | | Sean O’Connor | — | — | 33,199 | $2,195,782 | | Stuart Davison | — | — | 1,838 | $121,565 | | Gregory Kallinikos | — | — | — | — |

  31. Potential Payments Upon Termination of Employment or a Change of Control

    Potential Payments Upon Termination of Employment or a Change of Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, each of our NEOs are entitled to certain payments and benefits under their Employment Agreements and/or their outstanding incentive awards. A detailed summary of these payments and benefits are described above as well as in the footnotes to the table below. The following table sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on September 30, 2025. There can be no assurance that a relevant event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  32. Potential Payments Upon Termination of Employment or a Change of Control

    | Name | Benefit | Termination Without Cause Other than Change in Control | Resignation for Good Reason Other than Change in Control | Termination Without Cause or Resignation for Good Reason After Change in Control | Death or Disability | | Philip Smith | Cash Severance (1) | $8,732,907 | $8,732,907 | $10,489,281 | $3,463,784 | | | Long Term Incentive Plan (2) | 4,080,113 | 3,074,435 | 4,080,113 | 3,112,113 | | | Accelerated Vesting of Equity Awards (3) | 7,039,876 | 7,039,876 | 26,641,876 | 7,039,876 | | | Health Benefits (4) | 8,614 | 8,614 | 11,486 | — | | | Total | $19,861,510 | $18,855,832 | $41,222,756 | $13,615,773 | | William Dunaway | Cash Severance (1) | $5,109,821 | $5,109,821 | $6,153,821 | $1,977,821 | | | Long Term Incentive Plan (2) | 3,697,489 | 2,754,665 | 3,697,489 | 2,872,489 | | | Accelerated Vesting of Equity Awards (3) | 2,881,367 | 2,881,367 | 15,949,367 | 2,881,367 | | | Health Benefits (4) | 43,940 | 43,940 | 58,587 | — | | | Total | $11,732,617 | $10,789,793 | $25,859,264 | $7,731,677 | | Sean O’Connor | Cash severance (1) | $3,000,000 | $3,000,000 | $4,000,000 | $— | | | Long Term Incentive Plan (2) | 5,099,232 | 3,590,715 | 5,099,232 | 4,307,232 | | | Accelerated Vesting of Equity Awards (3) | 58,471,231 | 58,471,231 | 96,610,981 | 58,471,231 | | | Health Benefits (4) | 23,766 | 23,766 | 31,689 | — | | | Total | $66,594,229 | $65,085,712 | $105,741,902 | $62,778,463 | | Stuart Davison | Cash Severance (1) | $3,144,526 | $3,144,526 | $3,807,837 | $1,154,595 | | | Long Term Incentive Plan (2) | 442,406 | 442,406 | 442,406 | 156,406 | | | Accelerated Vesting of Equity Awards (3) | 634,383 | 634,383 | 5,137,983 | 634,383 | | | Health Benefits (4) | 7,819 | 7,819 | 10,425 | — | | | Total | $4,229,134 | $4,229,134 | $9,398,651 | $1,945,384 | | Gregory Kallinikos | Cash Severance (1) | $— | $— | $— | $— | | | Long Term Incentive Plan (2) | — | — | — | — | | | Accelerated Vesting of Equity Awards (3) | — | — | 3,081,600 | — | | | Health Benefits | — | — | — | — | | | Total | $— | $— | $3,081,600 | $— |

  33. Potential Payments Upon Termination of Employment or a Change of Control

    (1) Represents the cash severance amounts that Messrs. Smith, Dunaway, O’Connor, and Davison are entitled to under their Employment Agreements as summarized above. (2) Award agreements under the LTIP relating to awards granted by the Compensation Committee in fiscal year 2021 provide for the acceleration of amounts payable following a termination without “cause” other than following a change of control, as well as provide for the acceleration of amounts payable following a termination without “cause” or resignation for “good reason” following a change in control ("cause" and "good reason" as each such term is defined in the LTIP grant agreements). Specifically, if a termination without “cause” (other than for an extended absence) or resignation for “good reason” occurs within 18 months following a change in control, the recipient would be entitled to receive the product of (A) the sum of (1) the full Target Award and (2) the Interest accrued on the full Target Award through the end of the fiscal quarter in the Performance Period immediately preceding such termination and (B) the Performance Adjustment as measured through the end of the fiscal quarter immediately preceding such termination, rather than the pro rata share of the Target Award which would be due in the absence of a change in control. The payment of any amounts following a change in control would be subject to the recipient's compliance with the non-solicitation provisions of the award agreement. Award agreements under the LTIP relating to awards granted by the Compensation Committee in fiscal years 2022, 2023, 2024 and 2025 provide for the acceleration of amounts payable following a termination without “cause” or resignation for "good reason" ("cause" and "good reason" as each such term is defined in the LTIP grant agreements). Specifically, in the event of termination without “cause” or resignation for “good reason”, the recipient would be entitled to receive the sum of (1) the accrued value of the LTIP Award as of the latest fiscal quarter and (2) the remaining nominal amount of the original LTIP grant. In the event of the recipient’s death, “disability”, or “retirement” ("disability" and "retirement" as each such term is defined in the LTIP plan), the recipient or their estate, would be entitled to the accrued value of the LTIP Award as of the latest fiscal quarter. (3) Pursuant to the terms of outstanding restricted stock awards, in the event of a termination by the Company without “cause”, resignation for "good reason" or due to "death or disability” (as each such term is defined in the restricted stock award agreements), any unvested restricted stock will become fully vested as of the date of such termination. In the event of a voluntary termination of employment of Messrs. Smith, Dunaway, O’Connor, and Davison, which qualifies as a “retirement” (as such term is defined in the Plan), any restricted stock which has not vested on or before the termination of employment will become fully vested on the earliest of the following dates: (i) the first anniversary of such date of termination, provided in the sole judgment of the Compensation Committee the participant has not served a competitor of the Company during the intervening year in a similar capacity to that in which the participant served the Company; or (ii) the third anniversary of the date of grant; or (iii) the date of death of the participant. Pursuant to the terms of the option award agreements, in the event the grantee ceases to be employed by, or provide service to, the Company or any of its subsidiaries for any reason, other than in the event of a change in control, before any option awards have become vested, any options that have not yet become vested, shall automatically terminate and shall be forfeited as of the date employments ceases. In the event of a change in control, pursuant to the 2022 Omnibus Incentive Agreement, effective upon the date of a change of control all outstanding option awards will automatically accelerate and become exercisable. (4) Represents continued health benefits that Messrs. Smith, Dunaway, O’Connor, and Davison are entitled to under their Employment Agreements as summarized above.

  34. CEO Pay Ratio

    CEO Pay Ratio The Company’s compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of every StoneX Group Inc. employee reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute. Under rules adopted pursuant to the Dodd-Frank Act of 2010, StoneX Group Inc. is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the Company’s CEO. The paragraphs that follow describe our methodology and the resulting CEO Pay ratio.

  35. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation as calculated using Summary Compensation Table requirements was $95,131. Our CEO’s compensation as reported in the Fiscal Year 2025 Summary Compensation Table was $5,004,047. Therefore, our CEO to median employee pay ratio is 53:1. This information is being provided in order to comply with the SEC's disclosure rules. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  36. Pay Versus Performance

    Pay Versus Performance

  37. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    Required Tabular Disclosure of Compensation Actually Paid Versus Performance In accordance with rules adopted by the SEC, the following tables and accompanying discussion and charts provide information on the relationship between the “compensation actually paid” (“CAP”) to our NEOs (calculated in accordance with Item 402(v) of Regulation S-K) and certain measures of the Company’s financial performance, including total shareholder return, net income and the Company selected measure of Adjusted ROE. It includes compensation for our Principal Executive Officer (“PEO”), Mr. Philip Smith, and the average compensation for all other NEOs, or the non-PEO NEOs. The amounts reported in this table are not additional amounts received by our chief executive officer and non-PEO NEOs to the amounts reported in the Summary Compensation Table (“SCT”). The CAP set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee did not consider the pay versus performance disclosure below when making compensation decisions for any of the years presented. For further information concerning the company’s variable incentive philosophy and how the company aligns executive compensation with the company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  38. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total or Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) ($)(5) | Adjusted ROE (%)(6) | | | | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | | | | 2025 | $5,004,047 | 24,840,979 | 16,124,093 | 26,562,877 | 444 | 382 | 306 | 16.3% | | 2024 | $18,527,715 | 26,535,750 | 8,980,302 | 12,978,015 | 240 | 247 | 261 | 17.1% | | 2023 | $6,518,006 | 8,676,423 | 4,500,392 | 5,468,781 | 189 | 173 | 239 | 19.2% | | 2022 | $5,954,623 | 8,242,627 | 4,288,480 | 5,044,391 | 162 | 147 | 207 | 21.7% | | 2021 | $4,748,563 | 7,466,350 | 3,242,632 | 3,914,949 | 129 | 167 | 116 | 15.2% |

  39. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (1) The following individuals are our PEO and other NEOs for each fiscal year.

  40. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Philip Smith | William Dunaway, Sean O’Connor, Stuart Davison, Gregory Kallinikos | | 2024 | Sean O'Connor | William Dunaway, Philip Smith, Charles Lyon, Mark Maurer | | 2023 | Sean O'Connor | William Dunaway, Glenn Stevens, Philip Smith, Charles Lyon | | 2022 | Sean O'Connor | William Dunaway, Glenn Stevens, Diego Rotsztain, Charles Lyon | | 2021 | Sean O'Connor | William Dunaway, Glenn Stevens, Diego Rotsztain, Philip Smith |

  41. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (2) Compensation Actually Paid to our PEO and Non-PEO NEOs represent the "Total" compensation reported in the SCT for the applicable fiscal year, adjusted as shown below. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine grant date fair value of such awards. The dollar amounts do not reflect the actual amount of compensation earned by, or paid to, our NEOs during the fiscal years.

  42. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | | Fiscal Year 2021 | | Fiscal Year 2022 | | Fiscal Year 2023 | | Fiscal Year 2024 | | Fiscal Year 2025 | | | | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | | SCT Total Compensation | $4,748,563 | $3,242,632 | $5,954,623 | $4,288,480 | $6,518,006 | $4,500,392 | $18,527,715 | $8,980,302 | $5,004,047 | $16,124,093 | | Less: Amounts Reported under the “Change in Pension Value” Column in the SCT | — | (1,091) | — | — | — | — | — | — | — | — | | Less: Amounts Reported under the "Stock Awards" Column in the SCT | (1,274,170) | (332,409) | (753,414) | (321,972) | (1,692,960) | (1,260,240) | (1,414,682) | (1,065,178) | (1,961,475) | (10,557,651) | | Less: Amounts Reported under the "Option Awards" Column in the SCT | — | — | — | (361,900) | — | — | (12,309,000) | (4,995,000) | — | (2,921,738) | | Plus: Fair value as of the end of the covered fiscal year of equity compensation granted during the covered fiscal year | 1,548,533 | 403,980 | 1,007,163 | 928,616 | 1,763,659 | 1,308,982 | 19,444,212 | 8,848,722 | 2,943,130 | 12,791,467 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of covered fiscal year | 2,373,251 | 593,423 | 2,593,196 | 651,270 | 1,533,083 | 682,253 | 2,303,239 | 1,211,477 | 17,831,870 | 10,489,449 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | 70,173 | 8,414 | (558,941) | (140,103) | 554,635 | 237,394 | (15,734) | (2,308) | 1,023,407 | 637,257 | | Compensation Actually Paid | $7,466,350 | $3,914,949 | $8,242,627 | $5,044,391 | $8,676,423 | $5,468,781 | $26,535,750 | $12,978,015 | $24,840,979 | $26,562,877 |

  43. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (3) Total stockholder return (“TSR”) value represents the Company’s cumulative TSR based on an initial $100 investment on September 30, 2020 through the end of each applicable year, assuming reinvestment of dividends. (4) Our Peer Group TSR is the NYSE/Arca Securities Broker/Dealer Index and is the same group of companies used in our Common Stock Performance Comparison graph as included in our Annual Report. Peer Group TSR value represents the cumulative TSR based on an initial $100 investment on September 30, 2020. (5) Net income is calculated in accordance with U.S. GAAP and reflects the amounts reported in the Company’s Annual Report on Form 10-K for the applicable year. (6) Adjusted ROE is the company-selected financial performance measure that, in our assessment, represents the most important link to compensation actually paid to our NEOs to company performance. Adjusted ROE is not a measure of financial performance under GAAP. Adjusted ROE is defined as net income subject to certain specific adjustments, divided by the average shareholder equity. See Appendix A for a reconciliation of adjusted net income, used in the calculation of Adjusted ROE, to net income calculated in accordance with U.S. GAAP.

  44. Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures

    Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between the information presented in the Pay versus Performance Table and the financial measures.

  45. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) versus Cumulative TSR of Company and our Peer Group

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) versus Cumulative TSR of Company and our Peer Group The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to the cumulative TSR of StoneX and the Peer Group over the four covered fiscal years.

  46. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Net Income

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Net Income The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to net income over the four covered fiscal years.

  47. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Adjusted ROE

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Adjusted ROE The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to the Adjusted ROE over the four covered fiscal years.

  48. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee of the Board of Directors periodically reviews non-employee Director compensation to determine if any adjustments are necessary for the Company to attract and retain qualified Directors. The Board thereafter evaluates and oversees recommendations as presented by the Compensation Committee. For the 2025 fiscal year, the Company's non-employee Directors received the following amounts: •Cash compensation of $110,000 per year for service as a Director(1); ▪An additional cash compensation amount of $60,000 per year for service as chairman of the Board; ▪An additional cash compensation amount of $25,000 per year for service as chairperson of each of the Committees; and ▪An award of $120,000 in the form of restricted stock. (1) Each non-employee Director is given the option to participate in the Company's Restricted Stock Program, allowing each non-employee Director to exchange a portion of their quarterly cash compensation into awards of restricted stock granted quarterly and issued at a discount of 25% to the fair market value on the date of grant. Participants in the Restricted Stock Program were allowed to choose the percentage (10%, 20% or 30%) or a fixed dollar amount of the compensation payable to them to be exchanged for shares of restricted stock. Five of the non-employee Directors, Ms. Cooper and Messrs. Fowler, Kass, Radziwill and Thamodaran, elected to participate in the Company's Restricted Stock Plan in fiscal year 2025. No Director who serves as an employee of the Company receives compensation for services rendered as a Director. The Company reimburses non-employee Directors for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee of the Board of Directors. In addition, all non-employee Directors are reimbursed for out-of-pocket expenses incurred in the performance of their services for the Company. The Company also extends coverage to Directors under the Company's directors' and officers' indemnity insurance policies. The following chart summarizes the compensation for the Company's non-employee Directors for the fiscal year ended September 30, 2025.

  49. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) (3) | All Other Compensation | Total | | Annabelle Bexiga | $135,000 | $120,016 | $— | $255,016 | | Diane Cooper | $108,000 | $147,220 | $— | $255,220 | | John M. Fowler | $94,500 | $174,270 | $— | $268,770 | | Steven Kass | $94,500 | $174,270 | $— | $268,770 | | Eric Parthemore | $135,000 | $120,016 | $— | $255,016 | | John Radziwill | $119,000 | $188,201 | $— | $307,201 | | Dhamu Thamodaran | $77,000 | $164,208 | $— | $241,208 |

  50. DIRECTOR COMPENSATION

    (1) For non-employee Directors who elected to participate in the Company's Restricted Stock Program, allowing the exchange of a portion of their cash compensation for awards of restricted stock, granted quarterly, the amount of the cash exchanged has been excluded from this column and is included in the "Stock Awards" column. (2) The amounts in this column represent (i) the fair value of the annual restricted stock award granted to each non-employee Director in fiscal year 2025, and (ii) the fair value of restricted stock awards granted to each non-employee Director who elected to participate in the Company's Restricted Stock Program, allowing the exchange of a portion of their cash compensation for awards of restricted stock, granted quarterly and issued at a discount of 25% to the fair market value on the date of grant. Fair value is calculated using the closing price of the Company's stock on the date of grant. For additional information, refer to Note 16 to the Company's consolidated financial statements set forth in the Company's Annual Report on Form 10-K for the 2025 fiscal year. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by the named Directors. (3) As of September 30, 2025, the number of shares underlying restricted stock held by each of our non-employee Directors were as follows:

  51. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Shares Underlying Outstanding Restricted Stock | | Annabelle Bexiga | 2,267 | | Diane Cooper | 3,064 | | John M. Fowler | 4,040 | | Steven Kass | 4,019 | | Eric Parthemore | 2,358 | | John Radziwill | 4,533 | | Dhamu Thamodaran | 3,750 |