grepcent / static financial knowledge base

StoneX Group Inc. (SNEX)

CIK: 0000913760. SIC: 6200 Security & Commodity Brokers, Dealers, Exchanges & Services. Latest 10-K as of: 2025-11-28.

SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6200 Security & Commodity Brokers, Dealers, Exchanges & Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=913760. Latest filing source: 0000913760-25-000196.

Informational only - descriptive public-record data, not investment advice.

Business

Read SNEX's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read SNEX's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Peer comparisons including SNEX

Selected Fundamentals

MetricValueUnitFYFiled
Revenue132,378,200,000USD20252025-11-28
Net income305,900,000USD20252025-11-28
Assets45,268,000,000USD20252025-11-28

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000913760.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201320142016201720182019202020212022202320242025
Revenue14,754,900,00029,423,600,00027,622,700,00032,897,000,00054,139,600,00042,534,200,00066,036,000,00060,856,100,00099,887,800,000132,378,200,000
Net income19,300,00019,300,00055,500,00085,100,000169,600,000116,300,000207,100,000238,500,000260,800,000305,900,000
Operating income-59,500,000-62,900,000-64,700,000
Gross profit671,000,000784,000,000975,800,0001,106,100,0001,308,300,0001,673,100,0002,107,400,0002,914,100,0003,436,200,0004,126,900,000
Diluted EPS2.900.312.874.398.615.746.674.975.315.89
Operating cash flow-27,800,0001,037,400,000-473,600,000195,600,0001,950,600,0002,122,700,000-229,500,000-23,700,000506,900,0004,388,300,000
Capital expenditures15,400,00016,100,00012,500,00011,900,00016,600,00062,100,00049,500,00046,900,00065,200,00065,400,000
Assets5,950,300,0006,243,400,0007,824,700,0009,936,100,00013,474,900,00018,839,600,00019,859,600,00021,938,700,00027,466,300,00045,268,000,000
Liabilities5,516,500,0005,793,500,0007,319,400,0009,341,900,00012,707,400,00017,935,600,00018,789,500,00020,559,600,00025,757,200,00042,890,600,000
Stockholders' equity433,800,000449,900,000505,300,000594,200,000767,500,000904,000,0001,070,100,0001,379,100,0001,709,100,0002,377,400,000
Cash and cash equivalents316,200,000314,900,000342,300,000471,300,000952,600,0001,109,600,0001,108,500,0001,108,300,0001,269,000,0001,605,800,000
Free cash flow-43,200,0001,021,300,000-486,100,000183,700,0001,934,000,0002,060,600,000-279,000,000-70,600,000441,700,0004,322,900,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201320142016201720182019202020212022202320242025
Net margin0.20%0.26%0.31%0.27%0.31%0.39%0.26%0.23%
Operating margin-0.09%-0.10%-0.06%
Return on equity10.98%14.32%22.10%12.87%19.35%17.29%15.26%12.87%
Return on assets0.71%0.86%1.26%0.62%1.04%1.09%0.95%0.68%
Liabilities / equity12.7212.8814.4915.7216.5619.8417.5614.9115.0718.04

Industry Peer Context

Each number-line places SNEX against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

SNEX Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.SNEX Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.8 SIC peersMin 0.2%Median 22.5%Max 62.5%SNEX 0.2%

Operating margin peer context

SNEX Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 6.SNEX Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 6.6 SIC peersMin -0.1%Median 35.1%Max 64.9%SNEX -0.1%

ROE peer context

SNEX ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.SNEX ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.8 SIC peersMin 11.5%Median 14.4%Max 21.4%SNEX 12.9%

ROA peer context

SNEX ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.SNEX ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6200; peer count 8.8 SIC peersMin 0.7%Median 4.1%Max 11.8%SNEX 0.7%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

SNEX FY2024 income statement bridge from reported figures.SNEX FY2024 income statement bridge from reported figures.SNEX income bridgeFY2024: revenue to net incomeSource: SEC companyfacts FY2024.Income statement bridgeReported amount-$250.0M$0.0B$100.0B$99.9BRevenue-$96.5BCost$3.4BGross-$3.5BOpEx-$64.7MOperating+$325.5MOther/tax$260.8MNet income

Figure provenance: SEC companyfacts FY 2024. Revenue: accession 0000913760-25-000196; concept Revenues; source concepts us-gaap:Revenues | Gross profit: accession 0000913760-25-000196; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0000913760-24-000187; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0000913760-25-000196; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss

Free cash flow = operating cash flow - capital expenditures

SNEX FY2025 free cash flow bridge from reported figures.SNEX FY2025 free cash flow bridge from reported figures.SNEX free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$3.0B$6.0B$4.4BOperating cash flow-$65.4MCapex$4.3BFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000913760-25-000196; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000913760-25-000196; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000913760-25-000196; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

SNEX revenue, last 5 periods. Source: SEC companyfacts FY2025.SNEX revenue, last 5 periods. Source: SEC companyfacts FY2025.SNEX RevenueLatest point: FY2025 = $132.4BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$75.0B$150.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: Revenues. Source concepts: us-gaap:Revenues.

SNEX net income, last 5 periods. Source: SEC companyfacts FY2025.SNEX net income, last 5 periods. Source: SEC companyfacts FY2025.SNEX Net incomeLatest point: FY2025 = $305.9MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SNEX operating income, last 3 periods. Source: SEC companyfacts FY2024.SNEX operating income, last 3 periods. Source: SEC companyfacts FY2024.SNEX Operating incomeLatest point: FY2024 = -$64.7MSource: SEC companyfacts FY2024.Fiscal yearOperating income-$250.0M-$125.0M$0.0BFY2022FY2023FY2024

Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-09-30; accession 0000913760-24-000187; filed 2024-11-29. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

SNEX gross profit, last 5 periods. Source: SEC companyfacts FY2025.SNEX gross profit, last 5 periods. Source: SEC companyfacts FY2025.SNEX Gross profitLatest point: FY2025 = $4.1BSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

SNEX diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SNEX diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SNEX Diluted EPSLatest point: FY2025 = $5.89/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$4.00/share$8.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

SNEX operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SNEX operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SNEX Operating cash flowLatest point: FY2025 = $4.4BSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$250.0M$0.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

SNEX capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SNEX capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SNEX Capital expendituresLatest point: FY2025 = $65.4MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

SNEX assets, last 5 periods. Source: SEC companyfacts FY2025.SNEX assets, last 5 periods. Source: SEC companyfacts FY2025.SNEX AssetsLatest point: FY2025 = $45.3BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$25.0B$50.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: Assets. Source concepts: us-gaap:Assets.

SNEX liabilities, last 5 periods. Source: SEC companyfacts FY2025.SNEX liabilities, last 5 periods. Source: SEC companyfacts FY2025.SNEX LiabilitiesLatest point: FY2025 = $42.9BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$25.0B$50.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

SNEX stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SNEX stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SNEX Stockholders' equityLatest point: FY2025 = $2.4BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

SNEX cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SNEX cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SNEX Cash and cash equivalentsLatest point: FY2025 = $1.6BSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

SNEX free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SNEX free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SNEX Free cash flowLatest point: FY2025 = $4.3BSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$500.0M$0.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0000913760-25-000196; filed 2025-11-28. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000913760.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-06-302.37reported discrete quarter
2023-Q12022-12-313.62reported discrete quarter
2023-Q22023-03-311.95reported discrete quarter
2023-Q32023-06-3015,047,900,00069,500,0003.25reported discrete quarter
2023-Q42023-09-3016,635,600,00050,700,000derived Q4 = FY annual - nine-month YTD
2024-Q12023-12-3119,573,000,00069,100,0002.13reported discrete quarter
2024-Q22024-03-3122,106,100,00053,100,0001.63reported discrete quarter
2024-Q32024-06-3027,069,700,00061,900,0001.88reported discrete quarter
2024-Q42024-09-3031,139,000,00076,700,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-12-3127,935,300,00085,100,0002.54reported discrete quarter
2025-Q22025-03-3136,890,700,00071,700,0001.41reported discrete quarter
2025-Q32025-06-3034,828,800,00063,400,0001.22reported discrete quarter
2025-Q42025-09-3032,723,400,00085,700,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-12-3139,029,900,000139,000,0002.50reported discrete quarter
2026-Q22026-03-3145,760,900,000174,300,0002.07reported discrete quarter

Quarterly Charts

SNEX quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX Quarterly RevenueLatest point: 2026-Q2 = $45.8BSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$25.0B$50.0B2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000913760-26-000031; filed 2026-05-06. Concept: Revenues. Source concepts: us-gaap:Revenues.

SNEX quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX Quarterly Net incomeLatest point: 2026-Q2 = $174.3MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000913760-26-000031; filed 2026-05-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SNEX quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.SNEX Quarterly Diluted EPSLatest point: 2026-Q2 = $2.07/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$3.00/share$6.00/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000913760-26-000031; filed 2026-05-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000913760-26-000031.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this document, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking 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 with respect to the acquisition, adverse changes in economic, political and market conditions, including losses from our market-making and trading activities arising from counterparty failures, global trade policies and tariffs, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, uncertainty concerning fiscal or monetary policies established by central banks and financial regulators, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, and other risks discussed in our filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, 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.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We 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 5,400 employees as of March 31, 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.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information, below, for a listing of business activities performed within our reportable segments.

Unless noted otherwise, comparisons in the following discussions relate to the three months ended March 31, 2026 as compared to the same three-month period in the prior fiscal year and the six months ended March 31, 2026 as compared to the same six-month period in the prior fiscal year.

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Table of Contents

Recent Events

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.

Potential Impacts of Global Instability, New Tariffs or Changes to Existing Tariffs

A number of significant structural, political, and monetary issues, and geopolitical 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 or restrictions due to potential new tariffs or changes to existing tariffs. The impacts 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 February 3, 2026, our Board of Directors approved a three-for-two split of its common stock to make stock ownership more accessible to employees and investors. The stock split was 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 March 20, 2026, to stockholders of record at the close of business on March 10, 2026. Cash was distributed in lieu of fractional shares based on the opening price of a share of common stock on March 11, 2026. Trading began on a stock split-adjusted basis at market open on March 23, 2026. All share and per share amounts contained herein have been retroactively adjusted for this stock split.

Executive Summary

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 saw more modest growth 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.

In terms of revenue capture on our transactional volumes as compared to the prior fiscal year quarter:

•Rate per contract (“RPC”) on listed derivatives increased 44%, due to volatility in LME markets as well as the acquisition of RJO.

•OTC derivatives RPC increased 17%, driven by heightened volatility noted above.

•Securities rate per million (“RPM”) decreased 3%, primarily driven by product mix, resulting in an increased volumes in narrower spread products, such as U.S. equities and U.S. Treasuries.

•FX/CFD RPM increased 6%, primarily driven by heightened global volatility across markets.

•Payments RPM declined 7% due to generally lower FX spreads in certain markets, most notably in Africa.

Interest and fee income earned on client balances increased $54.8 million, principally driven by the acquisition of RJO, which contributed $53.9 million in interest and fee income earned on client balances on an additional $6.4 billion in average client equity contributed by RJO, helping to drive the 110% growth in average client equity.

Interest expense on corporate funding increased $11.7 million, principally due to the issuance of $625 million in aggregate principal amount of the Notes due 2032, which closed on July 8, 2025.

34

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% of total expenses in the three months ended March 31, 2026 as compared to 54% in the three months ended March 31, 2025. Non-variable expenses, excluding bad debts, increased $95.0 million, including $52.6 million in the acquired RJO and Benchmark businesses.

Net income increased $102.6 million to $174.3 million in the three months ended March 31, 2026. Diluted earnings per share was $2.07 for the three months ended March 31, 2026 compared to $0.94 in the three months ended March 31, 2025.

Selected Summary Financial Information

Results of Operations

Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, are a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated.

Financial Information (Unaudited)

[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-11-28. Report date: 2025-09-30.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this discussion, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

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 the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking 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 failures, global trade policies and tariffs, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, uncertainty concerning fiscal or monetary policies established by central banks and financial regulators, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, and other risks discussed in our filings with the SEC, including Part I, Item A of this Annual Report on Form 10-K for the year ended September 30, 2025. 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.

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Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We 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 5,400 employees as of September 30, 2025. We believe our client-first approach differentiates us from large banking institutions, engenders trust and enables us to establish leading positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information for a listing of business activities performed within our reportable segments.

StoneX Group Inc. and its trade name "StoneX" carry forward the foundation established by Saul Stone in 1924 to today's modern financial services firm. Today, we provide an institutional-grade financial services ecosystem, connecting our clients to over 40 derivatives exchanges, 180 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter (“OTC”) markets via our networks of highly integrated digital platforms and experienced professionals. Our platform delivers support throughout the entire lifecycle of a transaction, from consulting and boots-on-the-ground intelligence, to efficient execution, to post-trade clearing, custody and settlement.

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.

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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.

Executive Summary

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.

In terms of revenue capture on our transactional volumes as compared to the prior fiscal year, we experienced:

•Rate per contract (“RPC”) on listed derivatives increased 8%, due to client mix as well as the acquisition of RJO.

•OTC derivatives RPC declined 3%, with diminished commodity volatility leading to lower spreads 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

•an 11% decline in payments RPM due to generally lower FX spreads 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.

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 54% of total expenses in the fiscal year ended September 30, 2025 as compared to 52% in the fiscal year ended September 30, 2024. Non-variable expenses, excluding bad debts, increased $124.5 million, including $32.4 million in the acquired RJO and Benchmark businesses as well as $10.4 million in investment banking and M&A related professional fees related to the RJO acquisition.

Net income increased $45.1 million to $305.9 million in the fiscal year ended September 30, 2025. Diluted earnings per share was $5.89 for the fiscal year ended September 30, 2025 compared to $5.31 in the fiscal year ended September 30, 2024.

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Selected Summary Financial Information

Results of Operations

Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, is a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated.

Financial Overview

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Revenues:
Sales of physical commodities$128,462.633%$96,586.266%$58,131.2
Principal gains, net1,247.25%1,189.610%1,079.9
Commission and clearing fees728.233%548.010%498.4
Consulting, management, and account fees205.923%167.25%159.0
Interest income1,734.324%1,396.841%987.6
Total revenues132,378.233%99,887.864%60,856.1
Cost of sales of physical commodities128,251.333%96,451.666%57,942.0
Operating revenues4,126.920%3,436.218%2,914.1
Transaction-based clearing expenses382.220%319.317%271.8
Introducing broker commissions211.427%166.23%161.6
Interest expense1,402.726%1,115.739%802.2
Interest expense on corporate funding77.815%67.818%57.5
Net operating revenues2,052.816%1,767.29%1,621.0
Variable compensation and benefits607.120%506.55%483.2
Net contribution1,445.715%1,260.711%1,137.8
Fixed compensation and benefits500.615%435.913%385.4
Trading systems and market information83.15%79.17%74.0
Professional fees86.324%69.729%54.0
Non-trading technology and support87.319%73.482%40.4
Occupancy and equipment rental55.714%49.0(14)%57.0
Selling and marketing50.5(4)%52.6112%24.8
Travel and business development33.016%28.4(54)%61.6
Communications9.39%8.5(83)%51.0
Depreciation and amortization67.527%53.1484%9.1
Bad debts, net of recoveries3.1417%0.6(96)%16.5
Other expenses66.01%65.1(2)%66.4
Total fixed compensation and other expenses1,042.414%915.49%840.2
Gain on acquisition and other gains, net5.5(38)%8.8(65)%25.4
Income before tax408.815%354.110%323.0
Income tax expense102.910%93.310%84.5
Net income$305.917%$260.89%$238.5
Return on equity (“ROE”)(1)15.6%16.9%19.5%
(1)The Company calculates ROE on stated book value based on net income divided by the average stockholders’ equity, calculated based on average monthly equity amounts.

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The tables below present operating revenues disaggregated across the key products we provide to our clients and select operating data and metrics used by management in evaluating our performance, for the periods indicated.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
Operating Revenues (in millions):
Listed derivatives$574.222%$469.613%$416.5
OTC derivatives214.42%209.9(10)%232.2
Securities1,833.627%1,442.736%1,064.0
FX/CFD contracts312.5(1)%316.121%261.9
Payments209.22%205.1(2)%208.3
Physical contracts287.032%217.9(11)%244.9
Interest/fees earned on client balances477.811%432.112%384.7
Other215.048%145.233%109.4
Corporate64.437%46.948%31.7
Eliminations(61.2)24%(49.3)25%(39.5)
$4,126.920%$3,436.218%$2,914.1
Fiscal Year Ended September 30,
2025% Change2024% Change2023
Volumes and Other Select Data:
Listed derivatives (contracts, 000’s)(1)237,42311%214,81134%160,292
Listed derivatives, average RPC(2)$2.268%$2.09(14)%$2.44
Average client equity - listed derivatives (millions)(1)$7,78525%$6,206(13)%$7,137
OTC derivatives (contracts, 000’s)3,7596%3,538—%3,553
OTC derivatives, average RPC$57.65(3)%$59.62(9)%$65.78
Securities average daily volume (“ADV”) (millions)$9,08527%$7,15636%$5,257
Securities RPM(3)$2789%$256(15)%$301
Average MM/FDIC sweep client balances (millions)$1,23321%$1,017(24)%$1,338
FX/CFD contracts ADV (millions)$11,4035%$10,813(9)%$11,943
FX/CFD contracts RPM$107(7)%$11532%$87
Payments ADV (millions)$8016%$693%$67
Payments RPM$10,444(11)%$11,693(5)%$12,367
Adjusted EBITDA(4)$597.619%$503.416%$434.1
(1)The acquisition of RJO, effective July 31, 2025, contributed 20.0 million listed derivative contracts in the fiscal year ended September 30, 2025. Also, 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.
(2)Give up fee revenues, related to contract execution for clients of other FCMs, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(3)Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.
(4)Adjusted EBITDA is a non-GAAP measure. See Liquidity, Financial Condition and Capital Resources - Non-GAAP Financial Information for further information.

Operating Revenues

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Operating revenues increased $690.7 million, or 20%, to $4,126.9 million in the fiscal year ended September 30, 2025 compared to $3,436.2 million in the fiscal year ended September 30, 2024. The acquisition of RJO contributed $141.0 million in operating revenues.

Operating revenues from listed derivatives increased $104.6 million, principally driven by the acquisition of RJO 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 $4.5 million, principally driven by a 6% increase in OTC contract volumes, which was partially offset by a 3% decline in the average rate per contract.

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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 revenues from FX/CFD contracts decreased $3.6 million, with a $3.8 million decline in our Institutional segment, partially offset by a $0.2 million increase in our Self-Directed/Retail segment.

Operating revenues from payments increased by $4.1 million, principally driven by a 16% increase in the ADV, which was partially offset by an 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.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

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.

Interest and Transactional Expenses

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Transaction-based clearing expenses

Fiscal Year Ended September 30,
20252024$ Change% Change
Transaction-based clearing expenses$382.2$319.3$62.920%
Percentage of operating revenues9%9%

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.

Introducing broker commissions

Fiscal Year Ended September 30,
20252024$ Change% Change
Introducing broker commissions$211.4$166.2$45.227%
Percentage of operating revenues5%5%

The business activities of RJO added $27.4 million of increased expenses. Expenses were higher in our Independent Wealth Management and Self-Directed/Retail Forex businesses, principally due to increased revenues and higher payouts, as well as in our Financial Ag and Energy and LME businesses, principally due to increased volume and client mix traded. These increases were partially offset by lower introducing broker commissions in our Exchange-Traded Futures & Options business, excluding RJO.

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Interest expense

Fiscal Year Ended September 30,
20252024$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$1,063.6$852.4$211.225%
Securities borrowing99.364.335.054%
Client balances on deposit154.0132.921.116%
Short-term financing facilities of subsidiaries and other direct interest of operating segments85.866.119.730%
1,402.71,115.7287.026%
Corporate funding77.867.810.015%
Total interest expense$1,480.5$1,183.5$297.025%

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.

During the year ended September 30, 2024, interest expense attributable to corporate funding included incremental interest from our 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 classified as a component of Interest expense on corporate funding on the Consolidated Income Statements.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

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.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess the performance of our operating segments. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include payments to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

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The table below presents net operating revenues disaggregated across the key products we provide to our clients used by management in evaluating our performance, for the periods indicated.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
Net Operating Revenues (in millions):
Listed derivatives$262.321%$216.010%$195.5
OTC derivatives214.32%209.8(10)%232.1
Securities496.234%370.114%325.5
FX/CFD contracts277.1(2)%282.226%224.2
Payments197.61%195.1(2)%199.2
Physical contracts208.720%174.0(14)%202.7
Interest, net / fees earned on client balances338.010%306.829%237.0
Other115.248%77.915%67.7
Corporate(56.6)(13)%(64.7)3%(62.9)
$2,052.816%$1,767.29%$1,621.0

Compensation and Other Expenses

The following table presents a summary of expenses, other than interest and transactional expenses.

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Compensation and benefits:
Variable compensation and benefits$607.120%$506.55%$483.2
Fixed compensation and benefits500.615%435.913%385.4
1,107.718%942.48%868.6
Other expenses:
Trading systems and market information83.15%79.17%74.0
Professional fees86.324%69.722%57.0
Non-trading technology and support87.319%73.419%61.6
Occupancy and equipment rental55.714%49.021%40.4
Selling and marketing50.5(4)%52.6(3)%54.0
Travel and business development33.016%28.415%24.8
Communications9.39%8.5(7)%9.1
Depreciation and amortization67.527%53.14%51.0
Bad debts, net of recoveries3.1417%0.6(96)%16.5
Other66.01%65.1(2)%66.4
541.813%479.55%454.8
Total compensation and other expenses$1,649.516%$1,421.97%$1,323.4

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Compensation and Other Expenses: Compensation and other expenses increased $227.6 million, or 16%, to $1,649.5 million in the fiscal year ended September 30, 2025 compared to $1,421.9 million in the fiscal year ended September 30, 2024.

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Compensation and Benefits:

Fiscal Year Ended September 30,
(in millions)20252024$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$521.1$426.5$94.622%
Administrative, executive, and centralized and local operations86.080.06.08%
Total variable compensation and benefits607.1506.5100.620%
Variable compensation and benefits as a percentage of net operating revenues30%29%
Fixed compensation and benefits:
Non-variable salaries343.4305.637.812%
Employee benefits and other compensation97.385.112.214%
Share-based compensation49.037.211.832%
Severance10.98.02.936%
Total fixed compensation and benefits500.6435.964.715%
Total compensation and benefits$1,107.7$942.4$165.318%
Total compensation and benefits as a percentage of operating revenues27%27%
Number of employees, end of period5,4304,55687419%

Incremental cost from acquisitions completed during the fiscal year ended September 30, 2025 added $14.4 million of non-variable salary expense. The additional increase of $23.4 million is principally due to expansion in our Commercial and Institutional 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.

Employee benefits and other compensation increased principally due to higher payroll taxes, retirement costs, and healthcare benefits principally related to the increase in headcount. The fiscal year ended September 30, 2025 and 2024 included $0.9 million in accelerated long-term incentive due to the departures of executive officers.

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during 2024 and 2025 and additional restricted stock grants, as well as from increased restricted stock amortization related to employee-elected and statutorily-required deferred incentive, which results in cash exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The fiscal year ended September 30, 2025 and 2024 also included $1.1 million and $0.9 million, respectively, in accelerated share-based compensation due to the departure of executive officers.

During the fiscal year ended September 30, 2025 and 2024, severance costs included amounts related to the departure of executive officers.

Other Expenses: Other non-compensation expenses increased $62.3 million, or 13%, to $541.8 million in the fiscal year ended September 30, 2025 compared to $479.5 million in the fiscal year ended September 30, 2024.

Professional fees increased $16.6 million, principally due to investment banking fees related to the closing of the RJO acquisition, as well as higher legal fees related to our defense in various legal matters, net of recoveries, and increased merger and acquisition activity during the fiscal year ended September 30, 2025. Incremental cost from acquired entities completed during the fiscal year ended September 30, 2025 added $4.2 million of expense.

Non-trading technology and support costs increased $13.9 million, principally due to an increase in headcount driven technology costs and compliance costs. Incremental cost from acquisitions completed during the fiscal year ended September 30, 2025 added $2.3 million of expense.

Occupancy and equipment rental costs increased $6.7 million, principally due to the year ended September 30, 2024 including a partial refund of property rates covering prior years in London, and an increase in costs of utilities. Incremental cost from acquired entities completed during the fiscal year ended September 30, 2025 added $3.8 million of expense.

Travel and business development increased $4.6 million, principally due to an increase in higher transportation and lodging costs across our Commercial and Institutional segments and support departments. Incremental cost from acquired entities completed during the fiscal year ended September 30, 2025 added $0.8 million of expense.

Depreciation and amortization increased $14.4 million, principally due to $10.5 million of incremental depreciation expense from internally developed software placed into service, and incremental amortization of acquired intangibles from the acquisitions completed in fiscal 2025, partially offset by decreased amortization of certain intangibles recognized as part of

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previous acquisitions which became fully amortized during fiscal 2024. Amortization of acquired intangibles related to the RJO and Benchmark acquisitions was $3.6 million during the fiscal year ended September 30, 2025.

During the fiscal year ended September 30, 2025, we recorded bad debts, net of recoveries of $3.1 million, principally related to bad debt expense from client trading deficits in our Self-Directed/Retail segment and Financial Ag & Energy business of our Commercial segment of $1.5 million and $1.7 million, respectively, which were partially offset by $0.1 million of recoveries within the LME business of our Commercial segment. During the fiscal year ended September 30, 2024, we recorded net recoveries of bad debts of $0.6 million, principally related to recoveries within our Institutional segment of $1.3 million, which were partially offset by bad debt expense of $1.2 million of client receivables in the Payments segment, $0.5 million within the Self-Directed/Retail segment, and $0.2 million within the Commercial segment.

Other Gains, net: The results of the fiscal year ended September 30, 2025 include gains of $8.1 million, resulting from proceeds received from class action settlements, partially offset by a $2.3 million loss on the disposal of certain capitalized hardware expenditures and a $0.3 million loss on equity investment. The results of the fiscal year ended September 30, 2024 included gains of $8.8 million resulting from proceeds received from class action settlements.

Provision for Taxes: Our effective income tax rate was 25% and 26% for fiscal year ended September 30, 2025 and 2024, respectively. The effective income tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, GloBe minimum tax, BEAT, GILTI, and the amount of foreign earnings taxed at lower tax rates.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

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.

Variable vs. Fixed Expenses

The table below presents our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicated.

Fiscal Year Ended September 30,
(in millions)2025% of Total2024% of Total2023% of Total
Variable compensation and benefits$607.127%$506.526%$483.228%
Transaction-based clearing expenses382.217%319.317%271.815%
Introducing broker commissions211.410%166.29%161.69%
Total variable expenses1,200.754%992.052%916.652%
Fixed compensation and benefits500.622%435.923%385.422%
Other fixed expenses538.724%478.925%438.325%
Bad debts, net of recoveries3.1—%0.6—%16.51%
Total non-variable expenses1,042.446%915.448%840.248%
Total non-interest expenses$2,243.1100%$1,907.4100%$1,756.8100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

During the fiscal year ended September 30, 2025, non-variable expenses, excluding bad debts, net of recoveries, increased $124.5 million, or 14%, compared to the fiscal year ended September 30, 2024.

During the fiscal year ended September 30, 2024, non-variable expenses, excluding bad debts, net of recoveries, increased $91.1 million, or 11%, compared to the fiscal year ended September 30, 2023.

Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business. We manage our business in this manner due to our large global footprint, in which we have more than 5,400 employees allowing us to serve clients in more than 180 countries.

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During the three months ended September 30, 2025, our acquisition of RJO triggered a reassessment of the financial information reviewed by management. We determined the acquired business activities of RJO were similar to our existing businesses, and the reassessment confirmed the current composition of the Company’s operating segments, except for one change resulting in the combination of all physical trading capabilities in precious metals being reported within the Commercial segment. Previously, the Self-Directed/Retail segment contained a portion of our precious metals activities. All segment information has been revised to reflect all precious metals business within the Commercial segment retroactive to October 1, 2022.

Our business activities are managed as operating segments, which are our reportable segments for financial reporting purposes, as shown below.

StoneX Group Inc.
CommercialInstitutionalSelf-Directed/RetailPayments
Primary Activities:Primary Activities:Primary Activities:Primary Activities:
Financial Ag & EnergyEquity Capital MarketsForex/CFDPayments
LME MetalsDebt Capital MarketsIndependent Wealth ManagementPayment Technology Services
Physical Ag & EnergyFX Prime Brokerage
Precious MetalsExchange-Traded Futures & Options
Correspondent Clearing

Total revenues, operating revenues and net operating revenues shown as “Corporate” primarily consist of interest income from our centralized corporate treasury function. Corporate also includes net costs not allocated to operating segments, including costs and expenses of certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities. For additional information regarding Corporate, see Note 22 to the Consolidated Financial Statements.

Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense.

Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage that can vary by revenue type. This fixed percentage is applied to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and other expenses/allocations.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

Segment income is used by our chief operating decision maker (“CODM”) as the primary measure of segment profit or loss in the evaluation for each of our operating segments. During the year ended September 30, 2024, we revised our method of allocating certain overhead costs to our operating segments, and, beginning in the year ended September 30, 2024, the CODM also uses ‘Segment income, less allocation of overhead costs’ as an additional segment measure of our segments’ financial performance. The allocation of overhead costs to operating segments includes costs associated with compliance, technology, and credit and risk costs. The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses. The measure of segment profit or loss most consistent with the corresponding amounts in the consolidated financial statements is segment income.

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In the accompanying segment tables, ‘Allocation of overhead costs’ has been added beneath ‘Segment income’, which reconciles the segment income measure to the segment income, less allocation of overhead costs measure beginning with the year ended September 30, 2024.

Total Segment Results

The following table presents summary information concerning all of our business segments on a combined basis, excluding Corporate, for the periods indicated.

Fiscal Year Ended September 30,
(in millions)2025% of Operating Revenues2024% of Operating Revenues2023% of Operating Revenues
Sales of physical commodities$128,462.6$96,586.2$58,131.2
Principal gains, net1,229.91,186.31,077.4
Commission and clearing fees730.6550.3500.3
Consulting, management, and account fees201.8165.2155.6
Interest income1,750.11,402.2999.4
Total revenues132,375.099,890.260,863.9
Cost of sales of physical commodities128,251.396,451.657,942.0
Operating revenues4,123.7100%3,438.6100%2,921.9100%
Transaction-based clearing expenses379.69%318.99%271.69%
Introducing broker commissions211.45%166.25%161.66%
Interest expense1,423.335%1,121.633%804.828%
Net operating revenues2,109.41,831.91,683.9
Variable compensation and benefits524.013%430.313%410.314%
Net contribution1,585.41,401.61,273.6
Fixed compensation and benefits224.5218.8204.9
Trading systems and market information66.159.855.9
Professional fees38.437.830.6
Non-trading technology and support16.316.717.8
Selling and marketing43.144.749.6
Travel and business development20.919.418.8
Depreciation and amortization38.028.928.3
Bad debts, net of recoveries3.10.616.5
Shared services66.858.052.2
Other fixed expenses46.040.137.6
Total non-variable direct expenses563.214%524.815%512.218%
Other gains5.58.82.1
Segment income1,027.7885.6763.5
Allocation of overhead costs (1)172.1156.0
Segment income, less allocation of overhead costs$855.6$729.6$763.5

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the fiscal years ended September 30, 2025 and 2024. These allocations will be provided on an ongoing basis but have not been calculated for fiscal year ended September 30, 2023.

Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity marketing, procurement, logistics and price management services. We believe providing these high-value-added products and services differentiates us from our competitors and maximizes our ability to retain our clients.

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As noted in the beginning of this Segment Information section, the portion of our precious metals activities previously reported in our Self-Directed/Retail segment have been moved into and combined with our precious metals activities within this segment. All segment information has been revised to reflect all precious metals business within this segment retroactive to October 1, 2022.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.

Year Ended September 30,
(in millions)2025% Change2024% Change2023
Revenues:
Sales of physical commodities$128,462.633%$96,586.266%$58,131.2
Principal gains, net310.8(8)%338.24%324.4
Commission and clearing fees243.326%192.68%178.0
Consulting, management and account fees31.76%29.84%28.6
Interest income208.815%182.118%154.5
Total revenues129,257.233%97,328.965%58,816.7
Cost of sales of physical commodities128,251.333%96,451.666%57,942.0
Operating revenues1,005.915%877.3—%874.7
Transaction-based clearing expenses83.218%70.316%60.7
Introducing broker commissions70.659%44.310%40.2
Interest expense83.4100%41.82%41.0
Net operating revenues768.77%720.9(2)%732.8
Variable compensation and benefits192.911%174.5(2)%177.2
Net contribution575.85%546.4(2)%555.6
Fixed compensation and benefits77.613%68.912%61.4
Trading systems and market information17.310%15.713%13.9
Professional fees8.05%7.623%6.2
Non-trading technology and support2.011%1.8(42)%3.1
Selling and marketing5.0(9)%5.512%4.9
Travel and business development9.211%8.317%7.1
Depreciation and amortization10.366%6.244%4.3
Bad debts, net of recoveries1.6700%0.2(99)%15.7
Shared services32.212%28.720%24.0
Other fixed expenses18.1(6)%19.230%14.8
Non-variable direct expenses181.312%162.14%155.4
Other gains1.0(86)%6.9n/m
Segment income395.51%391.2(2)%400.2
Allocation of overhead costs (1)39.210%35.6n/m
Segment income, less allocation of overhead costs$356.3—%$355.6(11)%$400.2

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024. These allocations will be provided on an ongoing basis but have not been calculated for the year ended September 30, 2023.

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Fiscal Year Ended September 30,
2025% Change2024% Change2023
Operating Revenues (in millions):
Listed derivatives$316.121%$262.314%$230.5
OTC derivatives214.42%209.9(10)%232.2
Physical contracts287.032%217.9(11)%244.9
Interest / fees earned on client balances161.61%160.213%142.2
Other26.8(1)%27.08%24.9
$1,005.915%$877.3—%$874.7
Select data (all $ amounts are U.S. dollar equivalent):
Listed derivatives (contracts, 000’s) (1)51,40229%39,90616%34,430
Listed derivatives, average rate per contract (2)$5.91(7)%$6.33(1)%$6.37
Average client equity - listed derivatives (millions) (1)$2,11423%$1,715(11)%$1,927
Over-the-counter (“OTC”) derivatives (contracts, 000’s)3,7596%3,538—%3,553
OTC derivatives, average rate per contract$57.65(3)%$59.62(9)%$65.78
(1) The acquisition of RJO, effective July 31, 2025, contributed 4.1 million listed derivative contracts in the fiscal year ended September 30, 2025. Also, for the fiscal year ended September 30, 2025, the average client equity includes the effect of an incremental $2.3 billion per month from RJO for the two months post-acquisition.
(2) Give up fees, related to contract execution for clients of other FCMs, as well as cash and voice brokerage are excluded from the calculation of listed derivatives, average rate per contract.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Operating revenues increased $128.6 million, or 15%, to $1,005.9 million in the fiscal year ended September 30, 2025 compared to $877.3 million in the fiscal year ended September 30, 2024. Net operating revenues increased $47.8 million, or 7%, to $768.7 million in the fiscal year ended September 30, 2025 compared to $720.9 million in the fiscal year ended September 30, 2024.

Operating revenues derived from listed derivatives increased $53.8 million, principally driven by a 29% increase in listed derivative contract volumes, partially offset by a 7% decrease in the average rate per contract. The decline in the average rate per contract was primarily related to activity in LME base metals markets as compared to the prior year, as the prior year benefited from a widening of spreads related to U.S. and U.K. imposed sanctions on Russian base metals exports. The acquired RJO business contributed $35.3 million in operating revenues derived from listed derivatives.

Operating revenues derived from OTC transactions increased $4.5 million, principally resulting from a 6% increase in OTC derivative contract volumes, which was partially offset by a 3% decline in the average rate per contract.

Operating revenues derived from physical transactions increased $69.1 million, principally driven by $41.2 million and $27.9 million increases in operating revenues in our physical agricultural and energy and precious metals businesses, respectively. The increase in physical agricultural and energy operating revenues were primarily driven by strong performance in global cocoa and coffee markets. 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 increased $1.4 million, primarily as a result of the acquisition of RJO, which contributed $16.7 million in interest and fee income earned on client balances and helped drive a 23% increase in average client equity. This increase was partially offset by the decline in short term interest rates.

Interest expense increased $41.6 million, primarily related to heightened interest expense in our precious metals business related to carrying costs on inventory which was held in the U.S. to mitigate against possible U.S. government tariffs on imported precious metals.

Variable expenses, excluding interest, expressed as a percentage of operating revenues, were 34% and 33% for the fiscal year ended September 30, 2025 and 2024, respectively.

Segment income increased $4.3 million, primarily related to the increase in operating revenues noted above, which were partially offset by a $26.3 million increase in introducing broker commissions and a $12.9 million increase in transaction-based clearing expenses, each of which was principally driven by the acquisition of RJO. In addition, the operating revenue growth was also partially offset by the increase in interest expense noted above, an $18.4 million increase in variable compensation and an $19.2 million increase in non-variable direct expenses, of which $4.1 million was attributable to the RJO business. Segment income for the fiscal year ended September 30, 2025 and 2024 include gains of $1.0 million and $6.9 million, respectively, related to proceeds received from class action settlements.

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For the fiscal year ended September 30, 2025, we calculated an allocation for overhead costs of $39.2 million for the Commercial segment compared to a $35.6 million allocation in the fiscal year ended September 30, 2024.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $2.6 million to $877.3 million in the fiscal year ended September 30, 2024 compared to $874.7 million in the fiscal year ended September 30, 2023. Net operating revenues decreased $11.9 million, or 2%, to $720.9 million in the fiscal year ended September 30, 2024 compared to $732.8 million in the fiscal year ended September 30, 2023.

Operating revenues derived from listed derivatives increased $31.8 million, principally driven by a 16% increase in listed derivative contract volumes, primarily in agricultural and LME base metal commodity markets. This was partially offset by a 1% decline in the average rate per contract.

Operating revenues derived from OTC transactions declined $22.3 million, principally driven by a 9% decline in the average rate per contract as a result of a decline in commodity volatility.

Operating revenues derived from physical transactions declined $27.0 million, principally driven by a $31.0 million decline in operating revenues in our physical agricultural and energy business which was partially offset by a $4.0 million increase in operating revenues in our precious metals businesses.

Interest and fee income earned on client balances increased $18.0 million, as a result of an increase in the short-term interest rates realized, which was partially offset by an 11% decrease in average client equity.

Variable expenses, excluding interest, expressed as a percentage of operating revenues, were 33% in the fiscal year ended September 30, 2024 compared to 32% in the fiscal year ended September 30, 2023.

Segment income decreased $9.0 million, partially due to the decline in net operating revenues, as well as a $22.2 million increase in non-variable direct expenses, excluding bad debts, net of recoveries. The increase in non-variable direct expenses was primarily due to a $7.5 million increase in fixed compensation and benefits, a $1.4 million increase in professional fees, a $1.9 million increase in depreciation and amortization and a $1.2 million increase in travel and business development. The increase in non-variable direct expenses were partially offset by a $15.5 million decline in bad debts, net of recoveries. Also, the decline in segment income was partially offset by a nonrecurring gain of $6.9 million related to proceeds from a settlement in a commodity exchange gold futures and options trading matter.

Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $35.6 million for the Commercial segment as described in the introduction to Total Segment Results above. An allocation of overhead costs was not calculated for historical comparable information.

Institutional

We provide institutional clients with a suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. Additionally, we operate a comprehensive investment banking platform which provides both investment banking services and equity research.

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The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net464.415%404.113%359.2
Commission and clearing fees426.941%301.912%268.8
Consulting, management, and account fees99.831%76.14%72.9
Interest income1,507.428%1,180.045%812.7
Total revenues2,498.527%1,962.130%1,513.6
Cost of sales of physical commodities—%—%
Operating revenues2,498.527%1,962.130%1,513.6
Transaction-based clearing expenses275.721%228.021%187.9
Introducing broker commissions33.68%31.2(12)%35.4
Interest expense1,332.324%1,072.541%758.3
Net operating revenues856.936%630.418%532.0
Variable compensation and benefits281.541%200.111%180.5
Net contribution575.434%430.322%351.5
Fixed compensation and benefits87.513%77.129%59.7
Trading systems and market information34.615%30.08%27.7
Professional fees15.7(22)%20.151%13.3
Non-trading technology and support3.918%3.3(35)%5.1
Selling and marketing3.4(3)%3.552%2.3
Travel and business development8.716%7.515%6.5
Depreciation and amortization7.285%3.911%3.5
Bad debts, net of recoveries(100)%(1.3)(13)%(1.5)
Shared services16.118%13.630%10.5
Other fixed expenses11.879%6.6(23)%8.6
Total non-variable direct expenses188.915%164.321%135.7
Other (loss) gain, net(0.7)n/m(100)%2.1
Segment income$385.845%$266.022%$217.9
Allocation of overhead costs (1)59.814%52.4
Segment income, less allocation of overhead costs$326.053%$213.6n/m$217.9

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024. These allocations will be provided on an ongoing basis but have not been calculated for the year ended September 30, 2023.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
Operating Revenues (in millions):
Listed derivatives$258.125%$207.311%$186.0
Securities1,718.028%1,342.138%973.6
FX contracts30.8(11)%34.6(12)%39.4
Interest / fees earned on client balances313.817%269.212%239.5
Other177.863%108.945%75.1
$2,498.527%$1,962.130%$1,513.6
Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)(1)186,0216%174,90539%125,862
Listed derivatives, average rate per contract(2)$1.2512%$1.12(18)%$1.36
Average client equity - listed derivatives (millions)(1)$5,67126%$4,491(14)%$5,210
Securities ADV ( millions)$9,08527%$7,15636%$5,257
Securities RPM(3)$2789%$256(15)%$301
Average MM/FDIC sweep client balances (millions)$1,23321%$1,017(24)%$1,338
FX contracts ADV ( millions)$3,194(17)%$3,827(11)%$4,321
FX contracts RPM$37(8)%$408%$37
n/m = not meaningful to present as a percentage
(1) The acquisition of RJO, effective July 31, 2025, contributed 15.9 million listed derivative contracts in the fiscal year ended September 30, 2025. Also, for the fiscal year ended September 30, 2025, the average client equity includes the effect of an incremental $3.3 billion per month from RJO for the two months post-acquisition.
(2) Give up fees, related to contract execution for clients of other FCMs, are excluded from the calculation of listed derivative, average rate per contract.
(3) Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

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For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Operating revenues increased $536.4 million, or 27%, to $2,498.5 million in the fiscal year ended September 30, 2025 compared to $1,962.1 million in the fiscal year ended September 30, 2024. Net operating revenues increased $226.5 million, or 36%, to $856.9 million in the fiscal year ended September 30, 2025 compared to $630.4 million in the fiscal year ended September 30, 2024.

Operating revenues derived from listed derivatives increased $50.8 million, principally driven by a 6% increase contract volumes, primarily as a result of the acquisition of RJO, as well as 12% increase in the average rate per contract. The acquired RJO business contributed $54.2 million in operating revenues derived from listed derivatives.

Operating revenues derived from securities transactions increased $375.9 million, principally driven by a 27% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets, as well as an 9% increase in securities RPM.

Operating revenues derived from FX contracts declined $3.8 million, principally driven by a 17% decline in the ADV of FX contracts traded as well as an 8% decline in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $44.6 million, principally driven by increases of 26% and 21% in average client equity and average money market / FDIC sweep client balances, respectively, which was partially offset by a decline in short term interest rates. The increase in average client equity was partially driven by the acquisition of RJO, which added $3.3 billion in average client equity in each of the two months post-acquisition. The acquired RJO business contributed $33.3 million in interest and fee income earned on client balances.

Primarily as a result of the increase in Securities ADV, interest expense increased $259.8 million, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $211.2 million, to $1,063.6 million and interest expense directly attributable to securities lending activities increasing $35.0 million to $99.3 million. Additionally, interest paid to clients increased $4.7 million to $116.3 million, as the acquired RJO business added $13.5 million, partially offset by a decrease in our Exchange-Traded Futures & Options business, excluding RJO.

Variable expenses, excluding interest, expressed as a percentage of operating revenues increased to 24% in the fiscal year ended September 30, 2025 compared to 23% in the fiscal year ended September 30, 2024.

Segment income increased $119.8 million, principally driven by the increase in net operating revenues noted above, which was partially offset by a $24.6 million increase in non-variable direct expenses, with $10.2 million of this increase attributable to the acquisition of RJO. Segment income in the fiscal year ended September 30, 2025 included a $2.3 million loss on the disposal of certain capitalized hardware expenditures, partially offset by a gain of $1.6 million related to proceeds received from class action settlements.

For the fiscal year ended September 30, 2025, we calculated an allocation for overhead costs of $59.8 million for the Institutional segment compared to a $52.4 million allocation in the fiscal year ended September 30, 2024.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $448.5 million, or 30%, to $1,962.1 million in the fiscal year ended September 30, 2024 compared to $1,513.6 million in the fiscal year ended September 30, 2023. Net operating revenues increased $98.4 million, or 18%, to $630.4 million in the fiscal year ended September 30, 2024 compared to $532.0 million in the fiscal year ended September 30, 2023.

Operating revenues derived from listed derivatives increased $21.3 million, principally driven by a 39% increase in listed derivative contract volumes, which was partially offset by an 18% decline in the average rate per contract.

Operating revenues derived from securities transactions increased $368.5 million, principally driven by a 36% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets. The securities RPM decreased 15%, principally due to a tightening of spreads and a change in product mix.

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Operating revenues derived from FX contracts declined $4.8 million, principally driven by an 11% decline in the ADV of FX contracts traded, which was partially offset by an 8% increase in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $29.7 million, principally driven by an increase in the short-term interest rates realized, which was partially offset by declines of 14% and 24% in average client equity and average MM/FDIC sweep client balances, respectively.

As a result of the increase in short-term interest rates and the increase in the ADV, interest expense increased $314.2 million, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $295.7 million and interest expense directly attributable to securities lending activities increasing $24.9 million. Partially offsetting these increases, interest paid to clients decreased $20.8 million.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 23% in the fiscal year ended September 30, 2024 compared to 27% in the fiscal year ended September 30, 2023, principally as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $48.1 million, principally driven by the increase in net operating revenues noted above, which was partially offset by a $28.6 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily related to a $17.4 million increase in fixed compensation and benefits, a $2.3 million increase in trade systems and market information, a $6.8 million increase in professional fees and a $1.0 million increase in travel and business development. These increases were partially offset by a $1.8 million decline in non-trading technology and support as compared to the fiscal year ended September 30, 2023. Segment income in the fiscal year ended September 30, 2023, was favorably impacted by a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement.

Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $52.4 million for the Institutional segment as described in the introduction to Total Segment Results above. An allocation of overhead costs was not calculated for historical comparable information.

Self-Directed/Retail

We provide our self-directed/retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex"), as well as contracts for difference (“CFDs”), which are investment products with returns linked to the performance of underlying assets. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the U.S.

As noted in the beginning of this Segment Information section, the portion of our precious metals activities previously reported in this segment have been moved into and combined with our precious metals activities within our Commercial segment. All segment information has been revised to reflect all precious metals business within the Commercial segment retroactive to October 1, 2022.

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The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Self-Directed/Retail segment, for the periods indicated.

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net251.92%246.027%193.5
Commission and clearing fees53.27%49.98%46.3
Consulting, management, and account fees68.122%55.910%50.7
Interest income32.3(15)%37.824%30.5
Total revenues405.54%389.621%321.0
Cost of physical commodities sold—%—%
Operating revenues405.54%389.621%321.0
Transaction-based clearing expenses13.3(2)%13.6(16)%16.2
Introducing broker commissions103.017%87.85%83.7
Interest expense7.67%7.134%5.3
Net operating revenues281.6—%281.130%215.8
Variable compensation and benefits15.1(19)%18.736%13.8
Net contribution266.52%262.430%202.0
Fixed compensation and benefits33.5(24)%44.2(6)%47.2
Trading systems and market information13.13%12.7(2)%13.0
Professional fees11.526%9.1(8)%9.9
Non-trading technology and support8.6(12)%9.824%7.9
Selling and marketing34.2(3)%35.2(15)%41.3
Travel and business development1.9(24)%2.5(26)%3.4
Depreciation and amortization15.82%15.5(21)%19.7
Bad debts, net of recoveries1.5200%0.5(78)%2.3
Shared services9.723%7.9(25)%10.6
Other fixed expenses12.614%11.17%10.4
Total non-variable direct expenses142.4(4)%148.5(10)%165.7
Other gain5.5189%1.9n/m
Segment income129.612%115.8219%36.3
Allocation of overhead costs (1)50.57%47.1n/m
Segment income, less allocation of overhead costs$79.115%$68.789%$36.3

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024. These allocations will be provided on an ongoing basis but have not been calculated for the fiscal year ended September 30, 2023.

The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Self-Directed/Retail segment for the periods indicated.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
Operating Revenues (in millions):
Securities$115.615%$100.611%$90.4
FX/CFD contracts281.7—%281.527%222.5
Interest / fees earned on client balances2.4(11)%2.7(10)%3.0
Other5.821%4.8(6)%5.1
$405.54%$389.621%$321.0
Select data (all $ amounts are U.S. dollar equivalents):
FX/CFD contracts ADV (millions)$8,20918%$6,986(8)%$7,622
FX/CFD contracts RPM$134(15)%$15737%$115

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Operating revenues increased $15.9 million, or 4%, to $405.5 million in the fiscal year ended September 30, 2025 compared to $389.6 million in the fiscal year ended September 30, 2024. Net operating revenues increased $0.5 million to $281.6 million in the fiscal year ended September 30, 2025 compared to $281.1 million in the fiscal year ended September 30, 2024.

Operating revenues derived from FX/CFD contracts increased $0.2 million, principally due to an 18% increase in FX/CFD contracts ADV, which was mostly offset by an 15% decline in FX/CFD contracts RPM.

Operating revenues derived from securities transactions, which are related to our independent wealth management activities, increased $15.0 million, principally due to increased management fees.

Interest and fee income earned on client balances decreased $0.3 million versus the prior year, primarily due to a decline in short term interest rates.

Variable expenses, excluding interest, expressed as a percentage of operating revenues increased to 32% in the fiscal year ended September 30, 2025 compared to 31% in the fiscal year ended September 30, 2024.

Segment income increased $13.8 million, principally due to a $3.6 million decline in variable direct compensation and benefits and a $6.1 million decline in non-variable direct expenses. The decline in non-variable direct expenses was primarily driven by a $10.7 million decline in fixed compensation and benefits, which was partially driven by the move of certain development and marketing teams to a centralized shared services model within overheads. Subsequently, a portion of these costs have been directly allocated to this segment through a shared service fee, which increased $1.8 million as compared to the prior year. Segment income was favorably impacted by a class action settlements received of $5.5 million and $1.9 million in the fiscal year ended September 30, 2025 and 2024, respectively.

For the fiscal year ended September 30, 2025, we calculated an allocation for overhead costs of $50.5 million for the Self-Directed/Retail segment compared to a $47.1 million allocation in the fiscal year ended September 30, 2024.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $68.6 million, or 21%, to $389.6 million in the fiscal year ended September 30, 2024 compared to $321.0 million in the fiscal year ended September 30, 2023. Net operating revenues increased $65.3 million, or 30%, to $281.1 million in the fiscal year ended September 30, 2024 compared to $215.8 million in the fiscal year ended September 30, 2023.

Operating revenues derived from FX/CFD contracts increased $59.0 million, principally due to a 37% increase in FX/CFD contracts RPM, which was primarily driven by increased client activity in gold, oil and index contracts, which typically have a higher RPM than FX contracts. This increase was partially offset by an 8% decline in FX/CFD contracts ADV, primarily related to a decline in client activity in FX markets.

Operating revenues derived from securities transactions, which are related to our independent wealth management activities, increased $10.2 million.

Interest and fee income earned on client balances was $2.7 million in the fiscal year ended September 30, 2024 as compared to $3.0 million in the fiscal year ended September 30, 2023.

Variable expenses, excluding interest, as a percentage of operating revenues were 31% in the fiscal year ended September 30, 2024 compared to 35% in the fiscal year ended September 30, 2023, principally due to the increase in operating revenues derived from FX/CFD contracts which typically incur a lower relative percentage of variable expenses than do our other revenue streams within this segment.

Segment income increased $79.5 million, principally due to the increase in net operating revenues noted above as well as a $17.2 million, or 10%, decline in non-variable direct expenses. The decline in non-variable direct expenses was partially driven by a $4.2 million decline in depreciation and amortization, as certain intangibles, recognized as part the acquisition of Gain Capital Holdings, Inc. in fiscal 2020, became fully amortized during fiscal 2023, partially offset by an increase in amortization of capitalized software development for post-acquisition software placed into service. In addition, the decline in non-variable expenses was driven by a $6.1 million decline in direct selling and marketing costs, a $3.0 million decline in fixed compensation and benefits and a $1.8 million decrease in bad debts.

Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $47.1 million for the Self-Directed/Retail segment as described in the introduction to Total Segment Results above. An allocation of overhead costs was not calculated for historical comparable information.

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Payments

We provide customized foreign exchange and treasury services to banks and commercial businesses, charities, non-governmental organizations, as well as governmental organizations. We provide transparent pricing and offer payments services in more than 180 countries and 140 currencies, which we believe is more than any other payments solutions provider.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Payments segment for the periods indicated.

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net202.82%198.0(1)%200.3
Commission and clearing fees7.222%5.9(18)%7.2
Consulting, management, account fees2.2(35)%3.4—%3.4
Interest income1.6(30)%2.335%1.7
Total revenues213.82%209.6(1)%212.6
Cost of sales of physical commodities—%—%
Operating revenues213.82%209.6(1)%212.6
Transaction-based clearing expenses7.46%7.03%6.8
Introducing broker commissions4.245%2.926%2.3
Interest expense(100)%0.2—%0.2
Net operating revenues202.21%199.5(2)%203.3
Variable compensation and benefits34.5(7)%37.0(5)%38.8
Net contribution167.73%162.5(1)%164.5
Fixed compensation and benefits25.9(9)%28.6(22)%36.6
Trading systems and market information1.1(21)%1.48%1.3
Professional fees3.2220%1.0(17)%1.2
Non-trading technology and support1.8—%1.86%1.7
Selling and marketing0.5—%0.5(55)%1.1
Travel and business development1.1—%1.1(39)%1.8
Depreciation and amortization4.742%3.3313%0.8
Bad debts, net of recoveries(100)%1.2n/m
Shared services8.813%7.810%7.1
Other fixed expenses3.59%3.2(16)%3.8
Total non-variable direct expenses50.61%49.9(10)%55.4
Other gain(0.3)n/m—%
Segment income116.84%112.63%109.1
Allocation of overhead costs (1)22.68%20.9n/m
Segment income, less allocation of overhead costs$94.23%$91.7(16)%$109.1

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024. These allocations will be provided on an ongoing basis but have not been calculated for the year ended September 30, 2023.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
Operating Revenues (in millions):
Payments$209.22%$205.1(2)%$208.3
Other4.62%4.55%4.3
$213.82%$209.6(1)%$212.6
Select data (all $ amounts are U.S. dollar equivalents):
Payments ADV (millions)$8016%$693%$67
Payments RPM$10,444(11)%$11,693(5)%$12,367

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

Operating revenues increased $4.2 million, or 2%, to $213.8 million in the fiscal year ended September 30, 2025 compared to $209.6 million in the fiscal year ended September 30, 2024. Net operating revenues increased $2.7 million, or 1%, to $202.2 million in the fiscal year ended September 30, 2025 compared to $199.5 million in the fiscal year ended September 30, 2024.

The increase in operating revenues was principally driven by a 16% increase in the ADV, which was partially offset by an 11% decline in RPM traded.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 22% in both the fiscal year ended September 30, 2025 and 2024.

Segment income increased $4.2 million, primarily as a result of the increase in operating revenues noted above.

For the fiscal year ended September 30, 2025, we calculated an allocation for overhead costs of $22.6 million for the Payments segment compared to a $20.9 million allocation in the fiscal year ended September 30, 2024.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues decreased $3.0 million, or 1%, to $209.6 million in the fiscal year ended September 30, 2024 compared to $212.6 million in the fiscal year ended September 30, 2023. Net operating revenues decreased $3.8 million, or 2%, to $199.5 million in the fiscal year ended September 30, 2024 compared to $203.3 million in the fiscal year ended September 30, 2023.

The decline in operating revenues was principally driven by a 5% decline in RPM traded, which was partially offset by a 3% increase in the ADV.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 22% in the fiscal year ended September 30, 2024 as compared to 23% in the fiscal year ended September 30, 2023.

Segment income increased $3.5 million, principally driven by a $5.5 million decline in non-variable direct expenses, which was partially offset by the decline in net operating revenues noted above. The decline in non-variable direct expenses was primarily driven by an $8.0 million decrease in fixed compensation and benefits as severance declined $10.6 million, partially offset by higher salaries related to increased headcount. The fiscal year ended September 30, 2023 included $10.0 million in severance related to a reorganization of the business.

Beginning with the fiscal year ended September 30, 2024, we calculated an allocation for overhead costs of $20.9 million for the Payments segment as described in the introduction to Total Segment Results above. An allocation of overhead costs was not calculated for historical comparable information.

Overhead Costs

We incur overhead and global operational costs and expenses, including certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, human resources, certain global operations and other activities.

The following table provides information regarding our overhead costs and expenses. The information in the table below has been reclassified to reflect certain global operations costs on a gross basis, as well as the amount of shared services reimbursement through charges to business segments, retroactive to October 1, 2022. This reclassification has not resulted in any changes to the total compensation and other expenses amounts previously reported.

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In addition, for the year ended September 30, 2025 and 2024, the table provides information regarding the allocation of a portion of these costs to the aforementioned operating segments. The allocation of overhead costs to operating segments includes costs associated with compliance, technology, and credit and risk costs. The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses.

Fiscal Year Ended September 30,
(in millions)2025% Change2024% Change2023
Compensation and benefits:
Variable compensation and benefits$83.19%$76.25%$72.9
Fixed compensation and benefits276.127%217.120%180.5
359.222%293.316%253.4
Other expenses:
Occupancy and equipment rental50.37%46.919%39.4
Non-trading technology and support71.025%56.729%43.8
Professional fees47.950%31.921%26.4
Depreciation and amortization29.522%24.27%22.7
Communications6.47%6.0(10)%6.7
Selling and marketing7.4(6)%7.980%4.4
Trading systems and market information17.0(12)%19.37%18.1
Travel and business development12.134%9.050%6.0
Other28.3(4)%29.6(8)%32.2
269.917%231.516%199.7
Overhead costs, before shared services629.120%524.816%453.1
Shared services(66.8)15%(58.0)11%(52.2)
Overhead costs, net of shared services562.320%466.816%400.9
Allocation of overhead costs (1)(172.1)10%(156.0)
Overhead costs, net of shared services, net of allocation to operating segments$390.226%$310.8n/m$400.9

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the years ended September 30, 2025 and 2024. An allocation was not calculated for the year ended September 30, 2023.

Year Ended September 30, 2025 Compared to Year Ended September 30, 2024

The increase in non-variable compensation was partially related to a reorganization of our IT and centralized marketing personnel, including the move of certain development and marketing teams out of discrete business lines and into centralized shared services, resulting in increased compensation expense in overhead, and lower compensation expense in the discrete business lines, which were partially offset with non-variable charges to the business lines based on use of IT and marketing resources. Additionally, the increase in non-variable compensation was impacted by an increase in headcount, as well as the impact of annual merit increases. Share-based compensation expense increased principally due to the issuance of additional stock option awards during December 2024. Incremental cost from acquisitions completed during the fiscal year ended September 30, 2025 added $10.6 million of non-variable compensation expense.

Fixed compensation and benefits for the year ended September 30, 2025 and 2024 included, in aggregate, $6.6 million and $4.5 million, respectively, related to severance, accelerated long-term incentive and accelerated share-based compensation due to the departure of two executive officers.

Non-trading technology and support increased $14.3 million, principally due to higher non-trading software maintenance and support costs related to various IT systems technologies, driven by increased headcount. Non-trading technology and support costs related to the activities of RJO added an incremental $1.9 million of increased expenses.

Professional fees increased $16.0 million, principally due to investment banking fees related to the closing of the RJO acquisition, as well as higher legal fees related to our defense in various legal matters, net of recoveries, and increased merger and acquisition activity during the fiscal year ended September 30, 2025. Incremental cost from acquired entities completed during the fiscal year ended September 30, 2025 added $0.8 million of expense.

Travel and business development increased $3.1 million, principally due to higher transportation and lodging costs. This increase is also partially related to the reorganization of certain IT personnel discussed above.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

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.

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Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We evaluate how effectively our policies support our operations, issuing debt and equity securities, and accessing committed credit facilities. Liquidity and capital matters are reported regularly to our Board of Directors.

Regulatory

StoneX Financial Inc. and R.J. O’Brien and Associates LLC are both registered as an futures commission merchant with the CFTC and NFA, and members of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. and R.J. O’Brien and Associates LLC have responsibilities to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. and R.J. O’Brien and Associates LLC are subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC. In addition, StoneX Financial Inc. is registered as a broker-dealer with the SEC and is a member of both FINRA and MSRB. StoneX Financial Inc. is also subject to the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) and Rule 15c3-3 of the Exchange Act (“Customer Protection Rule”).

Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

StoneX Markets LLC is a CFTC registered swap dealer, whose business is overseen by the NFA. The CFTC imposes rules over net capital requirements, as well as the exchange of initial margin between registered swap dealers and certain counterparties.

These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., R.J. O’Brien and Associates, LLC, Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.

The Benchmark Company LLC is a registered as a broker-dealer with the SEC and is a member of FINRA.

StoneX Financial Ltd is regulated by the FCA, the regulator of investment and payment firms in the U.K. as a MiFID investment firm under U.K. law, and is subject to regulations which impose regulatory capital requirements. In Europe, our regulated subsidiaries are subject to E.U. regulation. Across the U.K. and E.U., the respective transpositions of the Market Abuse Regulation, and the General Data Protection Regulation, also apply. StoneX Financial Ltd is a member of various commodities, futures, and securities exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s regulation for capital liquidity, and CASS regulation for client money and safeguarding. To comply with these liquidity regulations, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.

R.J. O’Brien Limited is regulated by the FCA. The regulations impose regulatory capital, 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.

R.J. O’Brien (MENA) Capital Limited is registered with the Dubai International Financial Centre (“DIFC”) and regulated by the Dubai Financial Services Authority (“DFSA”). R.J. O’Brien (MENA) Capital Limited has been granted a prudential “Category 3A” license by the DFSA, and is engaged in the business of dealing in investments as principal (limited to deals undertaken on a matched principle basis only), dealing in investments as agent, arranging custody, arranging deals in investments and advising on financial products.

StoneX Financial Pte. Ltd. is regulated by the Monetary Authority of Singapore (“MAS”) and operates as an approved holder of a Capital Market Services and a Payments Service License. StoneX Financial Pte. Ltd. is subject to the requirements of MAS pursuant to the Securities and Futures Act and the Payments Services Act 2019. The regulations include those that govern the treatment of client money and other assets which under certain circumstances must be segregated from the firm’s own assets.

The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.

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In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required to meet margin calls with various counterparties based upon the underlying open transactions we have in place with those counterparties.

We review our overall credit and capital needs to determine whether our capital base, both stockholders’ equity and debt, as well as available credit facilities, can appropriately support the anticipated financing needs of our operating subsidiaries.

As of September 30, 2025, we had total equity of $2,377.4 million, outstanding loans under revolving credit facilities and other payables to lenders of $782.0 million and $1,159.0 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of September 30, 2025, approximately 97% of our assets consisted of cash and cash equivalents; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations and counterparties; receivables from clients; financial instruments owned, at fair value; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models, as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due from a client will not be collected from the respective counterparty with which the transaction was offset. We monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Primary Sources and Uses of Cash

Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions and our growth. Our total assets as of September 30, 2025 and 2024, were $45,268.0 million and $27,466.3

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million, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices, and changes in the balances of financial instruments and commodities inventory. StoneX Financial Inc., R.J. O’Brien and Associates LLC, and StoneX Financial Ltd occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Financial Pte. Ltd, StoneX Markets LLC, Gain Capital Group, LLC, R.J. O’Brien & Associates, LLC, and R.J. O’Brien Limited are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds are held with high-quality institutions, under highly-liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $73.5 million and $100.0 million for the fiscal year ended September 30, 2025 and 2024, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

On March 1, 2024, we issued $550.0 million in aggregate principal amount of the Notes due 2031, which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.

The Notes due 2031 will mature on March 1, 2031. Interest on the Notes due 2031 accrues at a rate of 7.875% per annum and is payable semiannually in arrears on September 1 and March 1 of each year. We incurred debt issuance costs of $7.6 million in connection with the issuance of the Notes due 2031, which are being amortized over the term of the notes.

On July 8, 2025, we issued $625.0 million in aggregate principal amount of the Notes due 2032, which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries. 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 of the RJO acquisition and to pay related fees and expenses.

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; (6) merge, amalgamate or consolidate with another company; and (7) enter into transactions with affiliates. These covenants are subject to a number of important limitations, qualifications and exceptions. In addition, the Indentures provide for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment; failure to comply with redemption and repurchase provisions; failure to comply with the agreements in any of the indentures, notes and related guarantees and security agreements; payment defaults or acceleration of other material indebtedness; failure to pay certain judgments; unenforceability, repudiation, denial or disaffirmation of obligations of certain subsidiaries; and certain events of bankruptcy and insolvency. In addition, upon the occurrence of a Change of Control (as defined in the indentures), each holder of the notes will have the right to require us to make an offer to repurchase all or a portion of the notes in cash at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

Committed Credit Facilities

As of the date of this report, we had various committed bank credit facilities, totaling $1,705.0 million, of which $621.8 million was outstanding as of September 30, 2025. Additional information regarding the committed bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. The credit facilities include:

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•A first-lien senior secured syndicated loan facility committed until June 3, 2028 under which $650.0 million is available to us for general working capital requirements and capital expenditures.

•An unsecured line of credit committed until October 27, 2026, under which $325.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding.

•A syndicated borrowing facility committed until July 29, 2026, under which $325.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to facilitate physical commodity trade and provide marketing, procurement, logistics and price management services to clients across the commodity complex.

•A subordinated credit facility which allows our subsidiary, R.J. O’Brien & Associates, LLC, to borrow up to $180.0 million. As of September 30, 2025, the outstanding tranches of borrowings mature at various dates through July 14, 2026. The facility matures in April 2027, at which point no further draws can be made. The subordinated credit facility 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.

•An unsecured syndicated loan facility committed until October 6, 2026, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $175.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding.

•An unsecured revolving credit facility committed until September 4, 2026, under which $15.0 million is available to our wholly owned subsidiary, StoneX Financial Pte. Ltd. for general working capital requirements.

In October 2025, we added a secured loan facility committed until October 1, 2026, under which our subsidiary, Right Company LLC is entitled to borrow up to $15.0 million, subject to certain terms and conditions of the credit agreement to facilitate physical commodity trade.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone basis for certain subsidiaries, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2025, we and our subsidiaries were in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our first-lien senior secured syndicated loan facility, during the trailing twelve months ended September 30, 2025, interest expense directly attributable to trading activities includes $1,063.6 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $99.3 million in connection with securities lending activities.

As reflected above, certain of our committed credit facilities are scheduled to expire during the next twelve months following the year ended September 30, 2025. We intend to renew or replace all of our facilities as they expire, and based on our liquidity position and capital structure, we believe we will be able to do so.

Uncommitted Credit Facilities

We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of September 30, 2025 and September 30, 2024, the Company had $153.9 million and $104.9 million total borrowings outstanding under these uncommitted credit facilities, respectively.

Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2025. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements.

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Cash Flows

We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Consolidated Statements of Cash Flows. We hold a significant amount of U.S. Treasury obligations and U.S. government agency obligations, which represent investments of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury or securities or government agency obligations held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of securities representing investment of clients’ funds and securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the Consolidated Statements of Cash Flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with securities that have acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents increased by $4,847.6 million from $6,672.6 million as of September 30, 2024 to $11,520.2 million as of September 30, 2025. Net cash of $4,388.3 million was provided by operating activities, including movements typical of our operations, with large changes coming from payables to clients, securities sold under agreements to repurchase, financial instruments owned, securities purchased under agreements to resell, securities borrowed and loaned, as well as securities purchased and securities sold.

Net cash provided by financing activities during the fiscal year ended September 30, 2025 included significant inflows related to the Notes due 2032, which resulted in an inflow of $625.0 million, and inflows primarily related to our revolving credit facility, of $317.4 million. We did not repurchase any of our outstanding common stock during the years ended September 30, 2025 and September 30, 2024.

In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, although they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We evaluate opportunities to expand our business. Investing activities included $65.4 million in capital expenditures for property and equipment and the capitalization of internally developed software during the fiscal year ended September 30, 2025 compared to $65.2 million during the fiscal year ended September 30, 2024 and $46.9 million during the fiscal year ended September 30, 2023. Capital expenditures over the past three years have primarily included software development, core information technology hardware acquisitions, and leasehold improvements on office space.

Investing activities include $392.1 million in cash payments for the acquisition of assets and businesses during the fiscal year ended September 30, 2025 compared to $2.3 million during the fiscal year ended September 30, 2024 and $6.1 million during the fiscal year ended September 30, 2023. Further information about business acquisitions is contained in Note 20 to the Consolidated Financial Statements.

See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity for information related to the authorization provided by our Board of Directors to repurchase our outstanding common stock.

Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

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Contractual Obligations

The following table summarizes our cash payment obligations as of September 30, 2025:

Payments Due by Period
(in millions)TotalLess than 1 year1 - 3 Years3 - 5 YearsAfter 5 Years
Operating lease obligations$258.8$34.5$71.8$56.7$95.8
Purchase obligations(1)149,968.9149,968.9
Payable to lenders under loans782.0264.3517.7
Senior secured borrowings1,159.01,159
Deferred acquisition consideration59.817.616.126.1
Other115.224.245.419.526.1
$152,343.7$150,309.5$651.0$102.3$1,280.9

(1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities. Unpriced contract commitments have been estimated using September 30, 2025 market values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $147,941.2 million.

Total contractual obligations exclude defined benefit pension obligations. We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2025. During the year ending September 30, 2025, we anticipate making future benefit payments of $2.0 million related to the defined benefit plans. Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements.

Based on our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based investment firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of September 30, 2025 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

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As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the non-performance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair the counterparties’ ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold futures and options on futures contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the consolidated financial statements as of September 30, 2025 and 2024, at fair value of the related financial instruments, totaling $2,919.8 million and $2,853.3 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value, and Physical commodities inventory, net. We will incur losses if the fair value of the Financial instruments sold, not yet purchased, increases subsequent to September 30, 2025, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2025. The totals of $2,919.8 million and $2,853.3 million include a net liability of $298.3 million and $265.0 million for derivatives contracts, including those designated as hedges, based on their fair value as of September 30, 2025 and 2024, respectively.

We do not anticipate non-performance by counterparties in the situations described above. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guarantees to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2025 and 2024.

Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, as well as occupancy and equipment rental, may result from inflation and may not be readily recoverable by increasing the prices of our services. While heightened interest rates are generally favorable for us, to the extent that changes in interest rates arise from inflationary pressures, and such inflationary pressures have other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, as well as the recorded amounts of revenue and expenses during the reported period. The accounting policies

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discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.

Valuation of Financial Instruments and Foreign Currencies

Description

Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization. These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased. Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings.

Foreign currency translation is an estimate critical to consolidating in our reporting currency. The value of certain assets and liabilities denominated in foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period. For foreign currency transactions completed during each reporting period, the relevant exchange rate at the time is used before translation into U.S. dollar equivalent for consolidated reporting.

Judgment and Uncertainties

At each period end, using professional judgment and industry expertise, we select fair values for financial instruments. Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker dealer price quotations. We use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, we may need to make certain assumptions to determine the fair value.

Effect if Actual Results Differ From Assumptions

Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment. We believe that the likelihood of such an outcome is low and, if it should be the case, it is likely to not be significant. This view is supported by a few key factors:

•Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information.

•We have robust controls and procedures surrounding pricing and our various technologies involved in it.

•The relevant positions are generally short-term in nature.

•The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.

Revenue Recognition

Description

A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis. We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.

A substantial amount of our revenues relate to Commission and clearing fees. These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions. We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.

We recognize revenue on commodities that are purchased for physical delivery to clients when we meet our obligations to our clients and in an amount equal to the consideration we expect to receive at that point in time.

Judgment and Uncertainties

Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations.

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Effect if Actual Results Differ From Assumptions

If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated. We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period. In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as we satisfy our performance obligations, and we do not need to estimate when that may have occurred.

Income Taxes

Description

We are subject to income taxes in the U.S. and numerous foreign jurisdictions.

Judgment and Uncertainties

Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. We currently have an immaterial amount of unrecognized tax benefits.

Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances. If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Effect if Actual Results Differ From Assumptions

We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements. The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.

Valuation of and Accounting for Business Combinations

Description

We made a number of acquisitions of businesses and assets in the periods presented and prior. Certain of these acquisitions, particularly the RJO acquisition, is significant in its size and effect on our financial results. Acquisition accounting involves assumptions and estimates which may be significant.

We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at fair value, or a reasonable approximation thereof, as of acquisition date. For the valuation of intangible assets acquired in a business combination, we typically use an income approach or relief from royalty method.

Specifically in the case of RJO, we used the multi-period excess earnings method to determine the estimated acquisition date fair value of the client base intangible assets. The significant assumptions used to estimate the fair value of the client base intangible assets included the expected client base attrition rate and a discount rate. Selection and evaluation of these assumptions requires specialized skills for which we engaged a valuation specialist. Further, we executed controls, including historical comparisons, industry comparisons and sensitivity analyses, surrounding these assumptions and calculations.

Although we believe our estimates of acquisition date fair values are reasonable, actual financial results could differ from those that underlie our estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value of the client base intangible assets or the goodwill acquired.

Judgment and Uncertainties

Judgment is required in selecting the valuation methods used for intangible assets and assumptions involved in each method. Judgment is further required in calculating fair value for acquired net assets and liabilities.

Effect if Actual Results Differ From Assumptions

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If results differ from assumptions it is possible that we will be required to impair intangible assets or goodwill that have significant net book values.

Recent Events

The Organisation for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules (“Pillar Two”) aim to ensure that multinationals with revenues in excess of EUR 750 million pay a minimum effective corporate tax rate of 15% (minimum tax) in each jurisdiction in which they operate. EU member states are required to adopt the OECD Pillar Two rules, some countries have already adopted and other non-U.S. countries are expected to follow suit. Under these rules, we are required to pay a “top-up” tax to the extent that our effective tax rate in any given country is below 15%. The United States is not expected to pass Pillar Two legislation in the near term, but the top-up tax can be collected by other countries. The Pillar Two legislation is effective for us with the fiscal year beginning October 1, 2024. This minimum tax, if any, will be recognized in the period in which it is incurred.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented after. The legislation did not have a material impact on our fiscal 2025 effective tax rate or consolidated financial statements and is not expected to have a material impact in fiscal 2026. We continue to review the OBBBA tax provisions to assess impacts to the consolidated financial statements.

Accounting Standards Update

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company’s fiscal year ending September 30, 2026. Early adoption is permitted. The guidance allows for adoption using either a prospective or retrospective transition method. We are currently evaluating the impact that adopting this guidance will have on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) related to disclosure of disaggregated expenses. This amendment requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This new guidance is effective for annual periods beginning in our fiscal 2028 and interim periods beginning in our fiscal first quarter of 2029 with early adoption permitted, although we do not plan to early adopt. This guidance will be applied on a prospective basis with retrospective application permitted. Since this amendment only requires additional disclosures, adoption of this ASU will not have an impact on our financial condition, results of operations, or cash flows. We are currently evaluating the impact that adopting this guidance will have on our disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvement to the Accounting for Internal-Use Software (Subtopic 350-40) related to capitalization of internal-use software costs. This amendment eliminates references to sequential software development stages and requires capitalization of internal-use software costs once management has authorized and committed to funding the software project and when the probability that the project will be completed and the software will be used to perform the function intended is evident. This new guidance is effective for annual and interim periods beginning in our fiscal 2029 with early adoption permitted. This guidance will be applied using a prospective transition approach, with a modified retrospective or full retrospective transition approach permitted. Since the capitalization of internal-use software costs generally will not change significantly for most types of software under the amendments in this guidance, we do not expect adoption of this ASU to have a material impact on our financial condition or results of operations. We are currently evaluating the impact that adopting this guidance will have on our disclosures.

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Non-GAAP Financial Information

The following table reconciles net income to EBITDA and Adjusted EBITDA.

Fiscal Year Ended September 30,
2025% Change2024% Change2023
(in millions)
Net income$305.917%$260.89%$238.5
Interest expense1,480.525%1,183.538%859.7
Depreciation and amortization67.527%53.14%51.0
Income tax expense102.910%93.310%84.5
EBITDA1,956.823%1,590.729%1,233.7
Amortization of share-based compensation49.032%37.233%28.0
Interest expense attributable to trading activities(1,402.7)26%(1,115.7)39%(802.2)
Gain on acquisition and other gains, net(5.5)(38)%(8.8)(65)%(25.4)
Adjusted EBITDA$597.619%$503.416%$434.1

EBITDA, a non-GAAP measure used to measure operating performance, is defined as net income plus interest expense, depreciation and amortization, and income tax expense. Adjusted EBITDA represents EBITDA plus amortization of share-based compensation and less interest expenses attributable to trading activities, including the credit facilities of our subsidiaries, gain on acquisitions, and other non-recurring gains and losses, net.

Each of the EBITDA-based measures described above is not a presentation made in accordance with GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP as a measure of operating performance or to cash flows as a measure of liquidity. Additionally, each such measure is not intended to be a measure of free cash flows available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Such measures have limitations as analytical tools, and you should not consider any of such measures in isolation or as substitutes for our results as reported under GAAP. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these EBITDA-based measures may not be comparable to other similarly titled measures of other companies.

The Company believes EBITDA is helpful in highlighting the business’s trends because EBITDA excludes the results of decisions that are outside the control of management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. In addition, we believe EBITDA may provide more comparability between the historical operating results that reflect purchase accounting and the new capital structure.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000913760-24-000187.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-11-29. Report date: 2024-09-30.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this discussion, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, and other risks discussed in our filings with the SEC, including Part I, Item A of this Annual Report on Form 10-K for the year ended September 30, 2024. 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.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We 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 4,500 employees as of September 30, 2024. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information for a listing of business activities performed within our reportable segments.

StoneX Group Inc. and its trade name "StoneX" carry forward the foundation established by Saul Stone in 1924 to today's modern financial services firm. Today, we provide an institutional-grade financial services ecosystem, connecting our clients to over 40 derivatives exchanges, 180 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter (“OTC”) markets via our networks of highly integrated digital platforms and experienced professionals. Our platform delivers support throughout the entire lifecycle of a transaction, from consulting and boots-on-the-ground intelligence, to efficient execution, to post-trade clearing, custody and settlement.

Executive Summary

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.

In terms of revenue capture on our transactional volumes as compared to the prior fiscal year, we experienced:

•Lower rate per contract (“RPC”) on listed derivatives due to stronger growth in institutional client volumes, which have a relatively lower RPC in relation to commercial client volumes.

•Lower OTC derivatives RPC due to diminished volatility in the agricultural and energy commodity markets.

•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.

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•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.

•Lower payments RPM due to generally lower FX market volatility.

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 continue to focus on maintaining our variable cost model and limiting the growth of our non-variable

expenses. Variable expenses were 52% of total expenses in both the fiscal years ended September 30, 2024 and 2023. Non-variable expenses, excluding bad debts, increased $91.1 million, principally due to higher fixed compensation and benefits, professional fees, non-trading technology and support and occupancy and equipment rental, with these increases related to the continuing 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.

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 million to $260.8 million in the fiscal year ended September 30, 2024. Diluted earnings per share were $7.96 for the fiscal year ended September 30, 2024 compared to $7.45 in the fiscal year ended September 30, 2023.

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Selected Summary Financial Information

Results of Operations

Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, is a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated.

Financial Overview

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Revenues:
Sales of physical commodities$96,586.266%$58,131.2(9)%$64,052.6
Principal gains, net1,189.610%1,079.9(6)%1,145.2
Commission and clearing fees548.010%498.4(2)%507.9
Consulting, management, and account fees167.25%159.043%111.3
Interest income1,396.841%987.6351%219.0
Total revenues99,887.864%60,856.1(8)%66,036.0
Cost of sales of physical commodities96,451.666%57,942.0(9)%63,928.6
Operating revenues3,436.218%2,914.138%2,107.4
Transaction-based clearing expenses319.317%271.8(7)%291.2
Introducing broker commissions166.23%161.61%160.1
Interest expense1,115.739%802.2492%135.5
Interest expense on corporate funding67.818%57.529%44.7
Net operating revenues1,767.29%1,621.010%1,475.9
Compensation and benefits942.48%868.69%794.8
Bad debts, net of recoveries0.6(96)%16.54%15.8
Other expenses478.99%438.311%394.5
Total compensation and other expenses1,421.97%1,323.410%1,205.1
Gain on acquisition and other gains, net8.8(65)%25.4297%6.4
Income before tax354.110%323.017%277.2
Income tax expense93.310%84.521%70.1
Net income$260.89%$238.515%$207.1
Return on average stockholders’ equity16.9%19.5%21.0%

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The tables below present operating revenues disaggregated across the key products we provide to our clients and select operating data and metrics used by management in evaluating our performance, for the periods indicated.

Year Ended September 30,
2024% Change2023% Change2022
Operating Revenues (in millions):
Listed derivatives$469.613%$416.5(3)%$430.5
OTC derivatives209.9(10)%232.211%208.3
Securities1,442.736%1,064.074%610.4
FX/CFD contracts316.121%261.9(23)%339.3
Payments205.1(2)%208.324%167.8
Physical contracts217.9(11)%244.926%194.3
Interest/fees earned on client balances432.112%384.7331%89.3
Other145.233%109.432%82.7
Corporate46.948%31.7306%7.8
Eliminations(49.3)25%(39.5)72%(23.0)
$3,436.218%$2,914.138%$2,107.4
Year Ended September 30,
2024% Change2023% Change2022
Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)214,81134%160,292—%160,609
Listed derivatives, average RPC (1)$2.09(14)%$2.44(4)%$2.53
Average client equity - listed derivatives (millions)$6,206(13)%$7,13725%$5,696
OTC derivatives (contracts, 000’s)3,538—%3,55320%2,968
OTC derivatives, average RPC$59.62(9)%$65.78(7)%$70.49
Securities average daily volume (“ADV”) (millions)$7,15636%$5,25752%$3,459
Securities RPM (2)$256(15)%$301(40)%$503
Average MM/FDIC sweep client balances (millions)$1,017(24)%$1,338(25)%$1,784
FX/CFD contracts ADV (millions)$10,813(9)%$11,943(10)%$13,273
FX/CFD contracts RPM$11532%$87(12)%$99
Payments ADV (millions)$693%$678%$62
Payments RPM$11,693(5)%$12,36714%$10,880
(1)Give up fees, related to contract execution for clients of other FCMs, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

Operating Revenues

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

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.

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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.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $806.7 million, or 38%, to $2,914.1 million in the fiscal year ended September 30, 2023 compared to $2,107.4 million in the fiscal year ended September 30, 2022.

Operating revenues from listed derivatives declined $14.0 million, principally due to a 4% decline in the average rate per contract.

Operating revenues in OTC derivatives increased $23.9 million, principally driven by a 20% increase in OTC contract volumes, partially offset by a 7% decline in the average rate per contract.

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 declined $77.4 million, principally due to a 10% decline in FX/CFD contracts ADV, as well as a 12% decline in FX/CFD contracts RPM.

Operating revenues from payments increased by $40.5 million, principally due to an 8% increase in ADV, as well as a 14% increase in payments RPM.

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.

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Interest and Transactional Expenses

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Transaction-based clearing expenses

Year Ended September 30,
20242023$ Change% Change
Transaction-based clearing expenses$319.3$271.8$47.517%
Percentage of operating revenues9%9%

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.

Introducing broker commissions

Year Ended September 30,
20242023$ Change% Change
Introducing broker commissions$166.2$161.6$4.63%
Percentage of operating revenues5%6%

Expenses were higher in the Independent Wealth Management business, principally driven by increased revenues, higher in the Financial Ag and Energy business, principally due to increased volume and mix of clients, and higher in the Physical Ag and Energy business principally due to the growth in physical cotton client activity. These increases were partially offset by lower payouts within the Self-Directed/Retail Forex and Correspondent Clearing businesses.

Interest expense

Year Ended September 30,
20242023$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$852.4$556.7$295.753%
Securities borrowing64.339.424.963%
Client balances on deposit132.9148.9(16.0)(11)%
Short-term financing facilities of subsidiaries and other direct interest of operating segments66.157.28.916%
1,115.7802.2313.539%
Corporate funding67.857.510.318%
Total interest expense$1,183.5$859.7$323.838%

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.

The increase in interest expense attributable to corporate funding was principally due to the March 1, 2024 issuance 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.

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Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Transaction-based clearing expenses

Year Ended September 30,
20232022$ Change% Change
Transaction-based clearing expenses$271.8$291.2$(19.4)(7)%
Percentage of operating revenues9%14%

Expenses were lower principally due to lower ADR conversion and short-rebate fees in the Equity Capital Markets business, lower bank fees and transactional regulatory fees in the Self-Directed/Retail Forex business, which related vendor optimization and decreased FX/CFD ADV, respectively, lower fees in the Exchange-Traded Futures & Options business, principally related to a decrease in contracts traded, and lower fees in the Payments business. These decreases were partially offset by higher fees in the Debt Capital Markets business, due to an increase in the ADV and higher exchange fees in the Financial Ag & Energy and LME Metals businesses, due to an increase in exchange-traded volumes. The decline in the percentage of operating revenues was principally due to the impact of the significant increase in interest income on operating revenues.

Introducing broker commissions

Year Ended September 30,
20232022$ Change% Change
Introducing broker commissions$161.6$160.1$1.51%
Percentage of operating revenues6%8%

Expenses increased modestly period-over-period. Higher costs in the Physical Ag & Energy business, related to incremental expense from the CDI acquisition, Financial Ag & Energy, Asset Management and Payments businesses were partially offset by decreased expenses in the Independent Wealth Management and Self-Directed/Retail Forex businesses, principally due to lower trading volumes and revenues. The decline in the percentage of operating revenues was principally due to the impact of the significant increase in interest income on operating revenues.

Interest expense

Year Ended September 30,
20232022$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$556.7$62.3$494.4794%
Securities borrowing39.423.016.471%
Client balances on deposit148.917.4131.5756%
Short-term financing facilities of subsidiaries and other direct interest of operating segments57.232.824.474%
802.2135.5666.7492%
Corporate funding57.544.712.829%
Total interest expense$859.7$180.2$679.5377%

The increase in interest expense attributable to trading activities was principally due to the significant increase in short-term interest rates, increased ADV in the fixed income business, and increased client balances on which we paid interest. The increase in interest expense attributed to corporate funding was principally due to higher short-term interest rates on our revolving credit facility as well as increased average borrowings.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess the performance of our operating segments. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

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The table below presents net operating revenues disaggregated across the key products we provide to our clients used by management in evaluating our performance, for the periods indicated.

Year Ended September 30,
2024% Change2023% Change2022
Net Operating Revenues (in millions):
Listed derivatives$216.010%$195.5(7)%$209.4
OTC derivatives209.8(10)%232.111%208.3
Securities370.114%325.6(11)%364.9
FX/CFD contracts282.226%224.2(23)%291.9
Payments195.1(2)%199.226%158.4
Physical contracts174.0(14)%202.717%173.2
Interest, net / fees earned on client balances306.829%237.0239%70.0
Other77.915%67.614%59.3
Corporate(64.7)3%(62.9)6%(59.5)
$1,767.29%$1,621.010%$1,475.9

Compensation and Other Expenses

The following table presents a summary of expenses, other than interest and transactional expenses.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Compensation and benefits:
Variable compensation and benefits$506.55%$483.21%$478.1
Fixed compensation and benefits435.913%385.422%316.7
942.48%868.69%794.8
Other expenses:
Trading systems and market information79.17%74.012%66.2
Professional fees69.722%57.05%54.3
Non-trading technology and support73.419%61.618%52.4
Occupancy and equipment rental49.021%40.412%36.1
Selling and marketing52.6(3)%54.0(2)%55.3
Travel and business development28.415%24.847%16.9
Communications8.5(7)%9.110%8.3
Depreciation and amortization53.14%51.015%44.4
Bad debts, net of recoveries0.6(96)%16.54%15.8
Other65.1(2)%66.410%60.6
479.55%454.811%410.3
Total compensation and other expenses$1,421.97%$1,323.410%$1,205.1

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Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Compensation and Other Expenses: Compensation and other expenses increased $98.5 million, or 7%, to $1,421.9 million in the fiscal year ended September 30, 2024 compared to $1,323.4 million in the fiscal year ended September 30, 2023.

Compensation and Benefits:

Year Ended September 30,
(in millions)20242023$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$426.5$407.3$19.25%
Administrative, executive, and centralized and local operations80.075.94.15%
Total variable compensation and benefits506.5483.223.35%
Variable compensation and benefits as a percentage of net operating revenues29%30%
Fixed compensation and benefits:
Non-variable salaries305.6266.838.815%
Employee benefits and other compensation85.175.79.412%
Share-based compensation37.228.09.233%
Severance8.014.9(6.9)(46)%
Total fixed compensation and benefits435.9385.450.513%
Total compensation and benefits$942.4$868.6$73.88%
Total compensation and benefits as a percentage of operating revenues27%30%
Number of employees, end of period4,5564,13741910%

Non-variable salaries increased within the Commercial, Institutional and Payments segments, as well as within our overhead departments, principally due to the increase in headcount, as well as the impact of annual merit increases.

Employee benefits and other compensation increased principally due to higher payroll taxes, retirement costs, and benefits principally related to the increase in headcount, as well as a decrease in employee-elected deferred incentive, which is exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The fiscal year ended September 30, 2024 also included $0.9 million in accelerated long-term incentive due to the departure of an executive officer.

Share-based compensation, which contains stock option and restricted stock expense, increased principally due to the issuance of additional stock option awards during the fiscal year ended September 30, 2024, as well as from increased restricted stock amortization related to employee-elected and statutorily-required deferred incentive, which results in cash exchanged for restricted stock that is amortized over a thirty-six month period following the grant date. The year ended September 30, 2024 also included $0.9 million in accelerated share-based compensation due to the departure of the executive officer.

During the fiscal year ended September 30, 2024, severance costs were $8.0 million, relating to the departure of several employees, including the executive officer mentioned above. During the fiscal year ended September 30, 2023, severance costs were $14.9 million, principally related to a reorganization within the Payments business.

Other Expenses: Other non-compensation expenses increased $24.7 million, or 5%, to $479.5 million in the fiscal year ended September 30, 2024 compared to $454.8 million in the fiscal year ended September 30, 2023.

Professional fees increased $12.7 million, principally due to higher legal fees related to matters in which we are defendants, as well as related to advisory matters in the normal course of business. Additionally, the increase is related to higher consulting fees, principally related to implementation projects in the overhead compliance and human resource departments.

Non-trading technology and support increased $11.8 million, principally due to higher non-trading software maintenance and support costs related to various technology used throughout Core IT, compliance and Self-Directed/Retail Forex.

Occupancy and equipment rental increased $8.6 million, principally due to additional office space acquired in London and India, as well as certain accelerated charges incurred as we consolidate office space in London to support our current and anticipated future growth, partially offset by a partial refund of property tax and related expenses covering prior years in London. Additionally, we experienced higher costs in the U.S. and Singapore.

Travel and business development increased $3.6 million, principally due to higher transportation and lodging costs across our Commercial and Institutional segments and support departments, as well as transportation and lodging costs related to our global sales summit, held in February 2024, which occurs once every two years.

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During the fiscal year ended September 30, 2024, we recorded net recoveries of bad debts of $0.6 million, principally related to net recoveries within the Institutional segment of $1.3 million, which were partially offset by bad debt expense of $1.2 million of client receivables in the Payments segment, $0.5 million within the Self-Directed/Retail segment, and $0.2 million within the Commercial segment. During the fiscal year ended September 30, 2023, bad debt expense, net of recoveries was $16.5 million, principally related to bad debt expense of $15.1 million of client receivables in the Physical Ag & Energy business, $2.3 million of client trading account deficits in the Self-Directed/Retail Forex business, and $0.6 million in client trading account deficits in the Financial Ag & Energy business, partially offset by net recoveries of $1.4 million of client trading account deficits in the Exchange-Traded Futures & Options business.

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. The results of the fiscal year ended September 30, 2023 included a nonrecurring gain of $23.5 million related to the acquisition of CDI and a nonrecurring gain of $2.1 million resulting from proceeds received from a foreign exchange antitrust class action settlement, reported within the Institutional segment.

Provision for Taxes: Our effective income tax rate was 26% for the fiscal year ended September 30, 2024 and 2023. The effective income tax rate for the fiscal year ended September 30, 2024 and 2023 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, GILTI, and the amount of foreign earnings taxed at higher tax rates. The gain on acquisition of $23.5 million in the fiscal year ended September 30, 2023 was not taxable and reduced the effective income tax rate by 1.4%.

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Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Compensation and Other Expenses: Compensation and other expenses increased $205.8 million, or 21%, to $1,323.4 million in the fiscal year ended September 30, 2023 compared to $1,205.1 million in the fiscal year ended September 30, 2022.

Compensation and Benefits:

Year Ended September 30,
(in millions)20232022$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$407.3$410.4$(3.1)(1)%
Administrative, executive, and centralized and local operations75.967.78.212%
Total variable compensation and benefits483.2478.15.11%
Variable compensation and benefits as a percentage of net operating revenues30%32%
Fixed compensation and benefits:
Non-variable salaries266.8225.841.018%
Employee benefits and other compensation75.770.55.27%
Share-based compensation28.017.810.257%
Severance14.92.612.3473%
Total fixed compensation and benefits385.4316.768.722%
Total compensation and benefits$868.6$794.8$73.89%
Total compensation and benefits as a percentage of operating revenues30%38%
Number of employees, end of period4,1373,61552214%

Non-variable salaries increased principally due to the increased headcount resulting from expanding capabilities among our business lines and the CDI acquisition, as well as the growth in our operational and overhead departments supporting our business growth, as well as the impact of annual merit increases.

Employee benefits and other compensation, excluding share-based compensation, increased principally related to higher severance, payroll taxes, benefits, and retirement costs. During the fiscal year ended September 30, 2023, severance costs were $14.9 million, principally related to a reorganization within the Payments business. During the fiscal year ended September 30, 2022, severance costs were $2.6 million. Partially offsetting the increases was an increase in employee-elected deferred incentive, which is exchanged for restricted stock. Share-based compensation increased principally due to higher employee participation in the Company’s restricted stock plan, as well as from $3.3 million in accelerated share-based compensation for employee departures related to retirements and certain business reorganizations during the fiscal year ended September 30, 2023.

Other Expenses: Other non-compensation expenses increased $44.5 million, or 11%, to $454.8 million in the fiscal year ended September 30, 2023 compared to $410.3 million in the fiscal year ended September 30, 2022.

Trading systems and market information costs increased $7.8 million, principally due to higher market information costs in the Debt Capital Markets, Self-Directed/Retail Forex, and Financial Ag & Energy businesses.

Non-trading technology and support increased $9.2 million, principally due to higher non-trading software maintenance and support costs related to various IT systems primarily within our Core IT and other overhead departments.

Occupancy and equipment rental costs increased $4.3 million, principally due to increases in costs in London and Singapore, as well as incremental costs from the CDI acquisition.

Travel and business development increased $7.9 million, principally due to higher transportation and lodging costs across all business lines and support departments following periods of reduced travel.

Depreciation and amortization increased $6.6 million, principally due to the incremental depreciation expense from internally developed software placed into service.

Bad debt expense, net of recoveries increased $0.7 million over the prior year. During the fiscal year ended September 30, 2023, bad debt expense, net of recovery was $16.5 million, principally related to bad debt expense of $15.1 million of client receivables in the Physical Ag & Energy business, $2.3 million of client trading account deficits in our Self-Directed/Retail FX segment, and $0.6 million in client trading account deficits in our Financial Ag & Energy business, partially offset by net recoveries of $1.4 million of client trading account deficits in our Exchange-traded Futures & Options business. During the fiscal year ended September 30, 2022, bad debt expense, net of recoveries was $15.8 million, principally related to client

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trading account deficits in our Commercial, Institutional, Self-Directed/Retail, and Payments segments of $11.6 million, $1.8 million, $2.3 million, and $0.1 million, respectively.

Gain on Acquisition and Other Gains, net: The results of the fiscal year ended September 30, 2023 included a nonrecurring gain of $23.5 million related to the CDI acquisition, as well as a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement. The results of the fiscal year ended September 30, 2022 included a nonrecurring gain related to proceeds received of $6.4 million resulting from a foreign exchange antitrust class action settlement in the Self-Directed/Retail segment.

Provision for Taxes: Our effective income tax rate was 26% and 25% for fiscal years ended September 30, 2023 and 2022, respectively. The effective income tax rate for the fiscal years ended September 30, 2023 and 2022 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, and the amount of foreign earnings taxed at higher tax rates. The gain on acquisition of $23.5 million in the fiscal year ended September 30, 2023 was not taxable and reduced the effective income tax rate by 1.4%.

Variable vs. Fixed Expenses

The table below presents our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicted.

Year Ended September 30,
(in millions)2024% of Total2023% of Total2022% of Total
Variable compensation and benefits$506.526%$483.228%$478.129%
Transaction-based clearing expenses319.317%271.815%291.217%
Introducing broker commissions166.29%161.69%160.110%
Total variable expenses992.052%916.652%929.456%
Fixed compensation and benefits435.923%385.422%316.719%
Other fixed expenses478.925%438.325%394.524%
Bad debts, net of recoveries0.6—%16.51%15.81%
Total non-variable expenses915.448%840.248%727.044%
Total non-interest expenses$1,907.4100%$1,756.8100%$1,656.4100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

During the fiscal year ended September 30, 2024, non-variable expenses, excluding bad debts, net of recoveries, increased $91.1 million, or 11%, compared to the fiscal year ended September 30, 2023.

During the fiscal year ended September 30, 2023, non-variable expenses, excluding bad debts, net of recoveries, increased $112.5 million, or 16%, compared to the fiscal year ended September 30, 2022.

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Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and self-directed/retail), and a fourth operating segment, our payments business. We manage our business in this manner due to our large global footprint, in which we have more than 4,500 employees allowing us to serve clients in more than 180 countries.

Our business activities are managed as operating segments, which are our reportable segments for financial reporting purposes, as shown below.

StoneX Group Inc.
CommercialInstitutionalSelf-Directed/RetailPayments
Primary Activities:Primary Activities:Primary Activities:Primary Activities:
Financial Ag & EnergyEquity Capital MarketsForex/CFDPayments
LME MetalsDebt Capital MarketsIndependent Wealth ManagementPayment Technology Services
Physical Ag & EnergyFX Prime Brokerage
Precious MetalsExchange-Traded Futures & Options
Correspondent Clearing

Total revenues, operating revenues and net operating revenues shown as “Corporate” primarily consist of interest income from our centralized corporate treasury function. Corporate also includes net costs not allocated to operating segments, including costs and expenses of certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities. For additional information regarding Corporate, see Note 22 to the Consolidated Financial Statements.

Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense.

Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage that can vary by revenue type. This fixed percentage is applied to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and other expenses/allocations.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

Segment income is used by our chief operating decision maker (“CODM”) as the primary measure of segment profit or loss in the evaluation for each of our operating segments. During the year ended September 30, 2024, we revised our method of allocating certain overhead costs to our operating segments, and, beginning in the year ended September 30, 2024, the CODM also uses ‘Segment income, less allocation of overhead costs’ as an additional segment measure of our segments’ financial performance. The allocation of overhead costs to operating segments includes costs associated with compliance, technology, and credit and risk costs. The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses. The measure of segment profit or loss most consistent with the corresponding amounts in the consolidated financial statements is segment income.

In the accompanying segment tables, ‘Allocation of overhead costs’ has been added beneath ‘Segment income’, which reconciles the segment income measure to the segment income, less allocation of overhead costs measure for the year ended September 30, 2024.

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Total Segment Results

The following table presents summary information concerning all of our business segments on a combined basis, excluding Corporate, for the periods indicated.

Year Ended September 30,
(in millions)2024% of Operating Revenues2023% of Operating Revenues2022% of Operating Revenues
Sales of physical commodities$96,586.2$58,131.2$64,052.6
Principal gains, net1,186.31,077.41,150.5
Commission and clearing fees550.3500.3509.6
Consulting, management, and account fees165.2155.6108.5
Interest income1,402.2999.4230.0
Total revenues99,890.260,863.966,051.2
Cost of sales of physical commodities96,451.657,942.063,928.6
Operating revenues3,438.6100%2,921.9100%2,122.6100%
Transaction-based clearing expenses318.99%271.69%292.314%
Introducing broker commissions166.25%161.66%160.38%
Interest expense1,121.633%804.828%134.66%
Net operating revenues1,831.91,683.91,535.4
Variable compensation and benefits430.313%410.314%413.519%
Net contribution1,401.61,273.61,121.9
Fixed compensation and benefits218.8204.9175.7
Other fixed expenses305.4290.8261.1
Bad debts, net of recoveries0.616.515.8
Total non-variable direct expenses524.815%512.218%452.621%
Other gains8.82.16.4
Segment income885.6763.5675.7
Allocation of overhead costs (1)156.0
Segment income, less allocation of overhead costs$729.6$763.5$675.7

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the fiscal year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and physical commodity trading, marketing, procurement, logistics and price management services. We believe our ability to provide these high-value-added products and services differentiates us from our competitors and maximizes our ability to retain our clients.

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The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Revenues:
Sales of physical commodities$96,530.168%$57,559.9(9)%$63,162.7
Principal gains, net347.25%331.5(3)%343.0
Commission and clearing fees192.68%178.05%168.8
Consulting, management and account fees27.15%25.717%21.9
Interest income181.318%154.1229%46.8
Total revenues97,278.367%58,249.2(9)%63,743.2
Cost of sales of physical commodities96,406.468%57,386.5(9)%63,051.1
Operating revenues871.91%862.725%692.1
Transaction-based clearing expenses70.316%60.79%55.9
Introducing broker commissions44.310%40.127%31.5
Interest expense41.42%40.6123%18.2
Net operating revenues715.9(1)%721.323%586.5
Variable compensation and benefits174.1(1)%176.43%171.2
Net contribution541.8(1)%544.931%415.3
Fixed compensation and benefits68.412%61.123%49.8
Other fixed expenses92.419%77.418%65.6
Bad debts, net of recoveries0.2(99)%15.735%11.6
Non-variable direct expenses161.04%154.221%127.0
Other gains6.9n/m
Segment income387.7(1)%390.736%288.3
Allocation of overhead costs (1)35.5
Segment income, less allocation of overhead costs$352.2n/m$390.7n/m$288.3

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

Year Ended September 30,
2024% Change2023% Change2022
Operating Revenues (in millions):
Listed derivatives$262.314%$230.5(4)%$240.5
OTC derivatives209.9(10)%232.211%208.3
Physical contracts212.5(9)%232.929%180.4
Interest / fees earned on client balances160.213%142.2244%41.3
Other27.08%24.915%21.6
$871.91%$862.725%$692.1
Select data (all $ amounts are U.S. dollar equivalent):
Listed derivatives (contracts, 000’s)39,90616%34,43014%30,323
Listed derivatives, average rate per contract (1)$6.33(1)%$6.37(16)%$7.54
Average client equity - listed derivatives (millions)$1,715(11)%$1,927(10)%$2,149
Over-the-counter (“OTC”) derivatives (contracts, 000’s)3,538—%3,55320%2,968
OTC derivatives, average rate per contract$59.62(9)%$65.78(7)%$70.49
(1) Give up fees, related to contract execution for clients of other FCMs, as well as cash and voice brokerage are excluded from the calculation of listed derivatives, average rate per contract.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $9.2 million, or 1%, to $871.9 million in the fiscal year ended September 30, 2024 compared to $862.7 million in the fiscal year ended September 30, 2023. Net operating revenues decreased $5.4 million, or 1%, to $715.9 million in the fiscal year ended September 30, 2024 compared to $721.3 million in the fiscal year ended September 30, 2023.

Operating revenues derived from listed derivatives increased $31.8 million, principally driven by a 16% increase in listed derivative contract volumes, primarily in agricultural and LME base metal commodity markets. This was partially offset by a 1% decline in the average rate per contract.

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Operating revenues derived from OTC transactions declined $22.3 million, principally driven by a 9% decline in the average rate per contract as a result of a decline in commodity volatility.

Operating revenues derived from physical transactions declined $20.4 million, principally driven by a $31.0 million decline in operating revenues in our physical agricultural and energy business which was partially offset by a $10.7 million increase in operating revenues in our precious metals businesses.

Interest and fee income earned on client balances increased $18.0 million, as a result of an increase in the short-term interest rates realized, which was partially offset by an 11% decrease in average client equity.

Variable expenses, excluding interest, expressed as a percentage of operating revenues, were 33% in the fiscal year ended September 30, 2024 compared to 32% in the fiscal year ended September 30, 2023.

Segment income decreased $3.0 million, partially due to the decline in net operating revenues, as well as a $6.8 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily due to a $7.3 million increase in fixed compensation and benefits, a $1.3 million increase in professional fees, a $1.9 million increase in depreciation and amortization and a $1.1 million increase in travel and business development. The increase in non-variable direct expenses were partially offset by a $15.5 million decline in bad debts, net of recoveries. Also, the decline in segment income was partially offset by a nonrecurring gain of $6.9 million related to proceeds from a settlement in a commodity exchange gold futures and options trading matter.

For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $35.5 million for the Commercial segment as described in the introduction to Total Segment Results above. An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $170.6 million, or 25%, to $862.7 million in the fiscal year ended September 30, 2023 compared to $692.1 million in the fiscal year ended September 30, 2022. Net operating revenues increased $134.8 million, or 23%, to $721.3 million in the fiscal year ended September 30, 2023 compared to $586.5 million in the fiscal year ended September 30, 2022.

Operating revenues derived from listed derivatives declined $10.0 million, principally driven by a 16% decline in the average rate per contract as the prior year period experienced wider spreads in LME markets related to the Russian invasion of Ukraine and the resulting effect on base metal commodity prices. This decline was partially offset by a 14% increase in listed derivative contract volumes compared to the prior year period.

Operating revenues derived from OTC transactions increased $23.9 million, principally driven by a 20% increase in OTC volumes, most notably in agricultural and soft commodities, which was partially offset by a 7% decline in the average rate per contract compared to the prior year.

Operating revenues derived from physical transactions increased $52.5 million, principally due to the CDI acquisition, effective October 31, 2022, as well as increased client activity in agricultural and energy commodities.

Interest and fee income earned on client balances increased $100.9 million, principally due to a significant increase in short-term interest rates, which was partially offset by a 10% decrease in average client equity.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 32% in the fiscal year ended September 30, 2023 compared to 37% in the fiscal year ended September 30, 2022, primarily as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $102.4 million, principally due to the growth in operating revenues which was partially offset by a $27.2 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily due to a $11.3 million increase in fixed compensation and benefits, a $4.1 million increase in bad debts, net of recoveries, a $2.9 million increase in depreciation and amortization, a $2.7 million increase in travel and business development and a $2.2 million increase in selling and marketing expense.

Institutional

We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.

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The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net404.113%359.27%337.2
Commission and clearing fees301.912%268.8(5)%283.8
Consulting, management, and account fees76.14%72.9126%32.2
Interest income1,180.045%812.7355%178.6
Total revenues1,962.130%1,513.682%831.8
Cost of sales of physical commodities—%—%
Operating revenues1,962.130%1,513.682%831.8
Transaction-based clearing expenses228.021%187.9(7)%202.4
Introducing broker commissions31.2(12)%35.412%31.7
Interest expense1,072.541%758.3564%114.2
Net operating revenues630.418%532.010%483.5
Variable compensation and benefits200.111%180.5(4)%188.4
Net contribution430.322%351.519%295.1
Fixed compensation and benefits77.129%59.716%51.3
Other fixed expenses88.514%77.515%67.4
Bad debts, net of recoveries(1.3)(13)%(1.5)n/m1.8
Total non-variable direct expenses164.321%135.713%120.5
Other gain(100)%2.1n/m
Segment income$266.022%$217.925%$174.6
Allocation of overhead costs (1)52.4
Segment income, less allocation of overhead costs$213.6n/m$217.9n/m$174.6

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

Year Ended September 30,
2024% Change2023% Change2022
Operating Revenues (in millions):
Listed derivatives$207.311%$186.0(2)%$190.0
Securities1,342.138%973.690%513.4
FX contracts34.6(12)%39.439%28.4
Interest / fees earned on client balances269.212%239.5420%46.1
Other108.945%75.139%53.9
$1,962.130%$1,513.682%$831.8
Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)174,90539%125,862(3)%130,285
Listed derivatives, average rate per contract (1)$1.12(18)%$1.36—%$1.36
Average client equity - listed derivatives (millions)$4,491(14)%$5,21047%$3,547
Securities ADV ( millions)$7,15636%$5,25752%$3,459
Securities RPM (2)$256(15)%$301(40)%$503
Average MM/FDIC sweep client balances (millions)$1,017(24)%$1,338(25)%$1,784
FX contracts ADV ( millions)$3,827(11)%$4,3218%$3,983
FX contracts RPM$408%$3732%$28
n/m = not meaningful to present as a percentage
(1) Give up fees, related to contract execution for clients of other FCMs, are excluded from the calculation of listed derivative, average rate per contract.
(2) Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $448.5 million, or 30%, to $1,962.1 million in the fiscal year ended September 30, 2024 compared to $1,513.6 million in the fiscal year ended September 30, 2023. Net operating revenues increased $98.4 million, or 18%, to $630.4 million in the fiscal year ended September 30, 2024 compared to $532.0 million in the fiscal year ended September 30, 2023.

Operating revenues derived from listed derivatives increased $21.3 million, principally driven by a 39% increase in listed derivative contract volumes, which was partially offset by an 18% decline in the average rate per contract.

Operating revenues derived from securities transactions increased $368.5 million, principally driven by a 36% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets. The securities RPM decreased 15%, principally due to a tightening of spreads and a change in product mix.

Operating revenues derived from FX contracts declined $4.8 million, principally driven by an 11% decline in the ADV of FX contracts traded, which was partially offset by an 8% increase in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $29.7 million, principally driven by an increase in the short-term interest rates realized, which was partially offset by declines of 14% and 24% in average client equity and average MM/FDIC sweep client balances, respectively.

As a result of the increase in short-term interest rates and the increase in the ADV, interest expense increased $314.2 million, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $295.7 million and interest expense directly attributable to securities lending activities increasing $24.9 million. Partially offsetting these increases, interest paid to clients decreased $20.8 million.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 23% in the fiscal year ended September 30, 2024 compared to 27% in the fiscal year ended September 30, 2023, principally as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $48.1 million, principally driven by the increase in net operating revenues noted above, which was partially offset by a $28.6 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily related to a $17.4 million increase in fixed compensation and benefits, a $2.3 million increase in trade systems and market information, a $6.8 million increase in professional fees and a $1.0 million increase in travel and business development. These increases were partially offset by a $1.8 million decline in non-trading technology and support as compared to the fiscal year ended September 30, 2023. Segment income in the fiscal year ended September 30, 2023, was favorably impacted by a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement.

For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $52.4 million for the Institutional segment as described in the introduction to Total Segment Results above. An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $681.8 million, or 82%, to $1,513.6 million in the fiscal year ended September 30, 2023 compared to $831.8 million in the fiscal year ended September 30, 2022. Net operating revenues increased $48.5 million, or 10%, to $532.0 million in the fiscal year ended September 30, 2023 compared to $483.5 million in the fiscal year ended September 30, 2022.

Operating revenues derived from listed derivatives declined $4.0 million, principally driven by a 3% decline in listed derivative contract volumes as the average rate per contract was flat compared to the fiscal year ended September 30, 2022.

Operating revenues derived from securities transactions increased $460.2 million, principally driven by a 52% increase in the ADV of securities traded, primarily as a result of increased client activity in both equity and fixed income markets. The securities RPM decreased 40%, principally due to a tightening of spreads and a change in product mix.

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Operating revenues derived from FX contracts increased $11.0 million, primarily driven by a 8% increase in the ADV of FX contracts traded as well as a 32% increase in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $193.4 million, principally driven by a significant increase in short-term interest rates, as well as a 47% increase in average client equity compared to the prior year period, which was partially offset by a 25% decline in average MM/FDIC sweep client balances.

As a result of the increase in short-term interest rates and the increase in the ADV, interest expense increased $644.1 million, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $494.4 million, interest paid to clients increasing $117.7 million and interest expense directly attributable to securities lending activities increasing $16.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 27% in the fiscal year ended September 30, 2023 compared to 51% in the fiscal year ended September 30, 2022, principally as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

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. These increases were partially offset by a $3.3 million positive variance in bad debts. Segment income was also favorably impacted by a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement.

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Self-Directed/Retail

We provide our self-directed/retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex") and CFDs, which are investment products with returns linked to the performance of underlying assets, and both financial trading and physical investment in precious metals. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Self-Directed/Retail segment, for the periods indicated.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Revenues:
Sales of physical commodities$56.1(90)%$571.3(36)%$889.9
Principal gains, net237.027%186.4(39)%307.4
Commission and clearing fees49.98%46.3(9)%50.8
Consulting, management, and account fees58.69%53.64%51.6
Interest income38.625%30.9587%4.5
Total revenues440.2(50)%888.5(32)%1,304.2
Cost of physical commodities sold45.2(92)%555.5(37)%877.5
Operating revenues395.019%333.0(22)%426.7
Transaction-based clearing expenses13.6(16)%16.2(38)%26.2
Introducing broker commissions87.85%83.8(12)%95.6
Interest expense7.532%5.7185%2.0
Net operating revenues286.126%227.3(25)%302.9
Variable compensation and benefits19.131%14.6(35)%22.6
Net contribution267.026%212.7(24)%280.3
Fixed compensation and benefits44.7(6)%47.5(15)%55.7
Other fixed expenses104.4(11)%117.13%113.3
Bad debts, net of recoveries0.5(78)%2.3—%2.3
Total non-variable direct expenses149.6(10)%166.9(3)%171.3
Other gain1.9n/m(100)%6.4
Segment income119.3160%45.8(60)%115.4
Allocation of overhead costs (1)47.2
Segment income, less allocation of overhead costs$72.1n/m$45.8n/m$115.4

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Self-Directed/Retail segment for the periods indicated.

Year Ended September 30,
2024% Change2023% Change2022
Operating Revenues (in millions):
Securities$100.611%$90.4(7)%$97.0
FX/CFD contracts281.527%222.5(28)%310.9
Physical contracts5.4(55)%12.0(14)%13.9
Interest / fees earned on client balances2.7(10)%3.058%1.9
Other4.8(6)%5.170%3.0
$395.019%$333.0(22)%$426.7
Select data (all $ amounts are U.S. dollar equivalents):
FX/CFD contracts ADV (millions)$6,986(8)%$7,622(18)%$9,290
FX/CFD contracts RPM$15737%$115(11)%$129

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues increased $62.0 million, or 19%, to $395.0 million in the fiscal year ended September 30, 2024 compared to $333.0 million in the fiscal year ended September 30, 2023. Net operating revenues increased $58.8 million, or 26%, to $286.1 million in the fiscal year ended September 30, 2024 compared to $227.3 million in the fiscal year ended September 30, 2023.

Operating revenues derived from FX/CFD contracts increased $59.0 million, principally due to a 37% increase in FX/CFD contracts RPM, which was primarily driven by increased client activity in gold, oil and index contracts, which typically have a higher RPM than do FX contracts. This increase was partially offset by an 8% decline in FX/CFD contracts ADV, primarily related to a decline in client activity in FX markets.

Operating revenues derived from securities transactions, which are related to our independent wealth management activities, increased $10.2 million, while operating revenues derived from physical contracts declined $6.6 million.

Interest and fee income earned on client balances was $2.7 million in the fiscal year ended September 30, 2024 as compared to $3.0 million in the fiscal year ended September 30, 2023.

Variable expenses, excluding interest, as a percentage of operating revenues were 31% in the fiscal year ended September 30, 2024 compared to 34% in the fiscal year ended September 30, 2023, principally due to the increase in operating revenues derived from FX/CFD contracts which typically incur a lower relative percentage of variable expenses than do our other revenue streams within this segment.

Segment income increased $73.5 million, principally due to the increase in net operating revenues noted above as well as a $17.3 million, or 10%, decline in non-variable direct expenses. The decline in non-variable direct expenses was partially driven by a $4.2 million decline in depreciation and amortization, as certain intangibles, recognized as part the acquisition of GAIN Capital Holdings, Inc. in fiscal 2020, became fully amortized during fiscal 2023, partially offset by an increase in amortization of capitalized software development for post-acquisition software placed into service. In addition, the decline in non-variable expenses was driven by a $6.0 million decline in direct selling and marketing costs, a $2.8 million decline in fixed compensation and benefits and a $1.8 million decrease in bad debts.

For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $47.2 million for the Self-Directed/Retail segment as described in the introduction to Total Segment Results above. An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues decreased $93.7 million, or 22%, to $333.0 million in the fiscal year ended September 30, 2023 compared to $426.7 million in the fiscal year ended September 30, 2022. Net operating revenues decreased $75.6 million, or 25%, to $227.3 million in the fiscal year ended September 30, 2023 compared to $302.9 million in the fiscal year ended September 30, 2022.

Operating revenues derived from FX/CFD contracts declined $88.4 million, principally driven by 11% and 18% declines in RPM and FX/CFD contracts ADV, respectively. These declines were primarily driven by diminished volatility and tighter trading ranges in our larger volume markets which resulted in reduced client trading activity and spread capture.

Operating revenues derived from securities transactions, which are related to our independent wealth management activities, declined $6.6 million, while operating revenues derived from physical contracts declined $1.9 million.

Interest and fee income earned on client balances increased $1.1 million, primarily as a result of an increase in short-term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 34% in the both the fiscal years ended September 30, 2023 and 2022.

Segment income decreased $69.6 million, primarily as a result of the decline in net operating revenues noted above. Non-variable direct expenses declined $4.4 million, principally driven by a $3.3 million decline in direct selling and marketing costs. The fiscal year ended September 30, 2022 included a non-recurring $6.4 million foreign exchange antitrust class action settlement received in our Self-Directed/Retail forex business.

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Payments

We provide customized payment, technology and treasury services to banks and commercial businesses as well as charities and non-governmental and government organizations. We provide transparent pricing and offer payments services in more than 180 countries and 140 currencies, which we believe is more than any other payments solutions provider.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Payments segment for the periods indicated.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net198.0(1)%200.323%162.9
Commission and clearing fees5.9(18)%7.216%6.2
Consulting, management, account fees3.4—%3.421%2.8
Interest income2.335%1.71,600%0.1
Total revenues209.6(1)%212.624%172.0
Cost of sales of physical commodities—%—%
Operating revenues209.6(1)%212.624%172.0
Transaction-based clearing expenses7.03%6.8(13)%7.8
Introducing broker commissions2.926%2.353%1.5
Interest expense0.2—%0.2—%0.2
Net operating revenues199.5(2)%203.325%162.5
Variable compensation and benefits37.0(5)%38.824%31.3
Net contribution162.5(1)%164.525%131.2
Fixed compensation and benefits28.6(22)%36.694%18.9
Other fixed expenses20.17%18.827%14.8
Bad debts, net of recoveries1.2n/m(100)%0.1
Total non-variable direct expenses49.9(10)%55.464%33.8
Segment income$112.63%$109.112%$97.4
Allocation of overhead costs (1)20.9
Segment income, less allocation of overhead costs$91.7n/m$109.1n/m$97.4

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

Year Ended September 30,
2024% Change2023% Change2022
Operating Revenues (in millions):
Payments$205.1(2)%$208.324%$167.8
Other4.55%4.32%4.2
$209.6(1)%$212.624%$172.0
Select data (all $ amounts are U.S. dollar equivalents):
Payments ADV (millions)$693%$678%$62
Payments RPM$11,693(5)%$12,36714%$10,880

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Operating revenues decreased $3.0 million, or 1%, to $209.6 million in the fiscal year ended September 30, 2024 compared to $212.6 million in the fiscal year ended September 30, 2023. Net operating revenues decreased $3.8 million, or 2%, to $199.5 million in the fiscal year ended September 30, 2024 compared to $203.3 million in the fiscal year ended September 30, 2023.

The decline in operating revenues was principally driven by a 5% decline in RPM traded, which was partially offset by a 3% increase in the ADV.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 22% in the fiscal year ended September 30, 2024 as compared to 23% in the fiscal year ended September 30, 2023.

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Segment income increased $3.5 million, principally driven by a $5.5 million decline in non-variable direct expenses, which was partially offset by the decline in net operating revenues noted above. The decline in non-variable direct expenses was primarily driven by an $8.0 million decrease in fixed compensation and benefits as severance declined $10.6 million, partially offset by higher salaries related to increased headcount. The fiscal year ended September 30, 2023 included $10.0 million in severance related to a reorganization of the business.

For the fiscal year ended September 30, 2024, we have calculated an allocation for overhead costs of $20.9 million for the Payments segment as described in the introduction to Total Segment Results above. An allocation of overhead costs will be provided on an ongoing basis, but we have not calculated historical comparable information.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $40.6 million, or 24%, to $212.6 million in the fiscal year ended September 30, 2023 compared to $172.0 million in the fiscal year ended September 30, 2022. Net operating revenues increased $40.8 million, or 25%, to $203.3 million in the fiscal year ended September 30, 2023 compared to $162.5 million in the fiscal year ended September 30, 2022.

The increase in operating revenues was primarily driven by an 8% increase in the ADV, as well as a 14% increase in the RPM traded.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 23% in the fiscal year ended September 30, 2023 compared to 24% in the fiscal year ended September 30, 2022.

Segment income increased $11.7 million, principally driven by the increase in net operating revenues noted above, which was partially offset by a $21.6 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily driven by a $17.7 million increase in fixed compensation and benefits, including $10.0 million in severance related to a reorganization of the business. This reorganization plan included a reduction in variable compensation and benefits as a percentage of operating revenues going forward.

Overhead Costs and Expenses

We incur overhead costs and expenses, including certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities. The following table provides information regarding our overhead costs and expenses.

In addition, for the year ended September 30, 2024, the table provides information regarding the allocation of a portion of these costs to the aforementioned operating segments. The allocation of overhead costs to operating segments includes costs associated with compliance, technology, and credit and risk costs. The share of allocated costs is based on resources consumed by the relevant businesses. In addition, the allocation of human resources and occupancy costs is principally based on employee costs within the relevant businesses.

Year Ended September 30,
(in millions)2024% Change2023% Change2022
Compensation and benefits:
Variable compensation and benefits$70.54%$67.614%$59.5
Fixed compensation and benefits190.922%156.431%119.2
261.417%224.025%178.7
Other expenses:
Occupancy and equipment rental46.919%39.410%35.7
Non-trading technology and support55.429%43.113%38.3
Professional fees31.520%26.31%26.1
Depreciation and amortization23.96%22.64%21.7
Communications5.9(11)%6.620%5.5
Selling and marketing7.980%4.4(24)%5.8
Trading systems and market information7.6(1)%7.767%4.6
Travel and business development8.351%5.538%4.0
Other18.0(15)%21.315%18.6
205.416%176.910%160.3
Total compensation and other expenses$466.816%$400.918%$339.0
Allocation of overhead costs (1)(156.0)
Overhead costs and expense, net of allocation to operating segments$310.8n/m$400.9n/m$339.0

(1) Includes an allocation of certain overhead costs to our operating segments as noted above for the year ended September 30, 2024. These allocations will be provided on an ongoing basis but have not been calculated for comparable periods.

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Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Non-variable salaries increased $19.7 million, or 16%, principally due an increase in headcount, as well as the impact of annual merit increases. Also, there was a decrease in employee-elected deferred incentive, which is exchanged for restricted stock that will be amortized over a thirty-six month period following the grant date. Share-based compensation related to stock option expense increased principally due to the issuance of additional stock option awards during the fiscal year ended September 30, 2024.

Fixed compensation and benefits for the year ended September 30, 2024 included $4.5 million in aggregate related to severance, accelerated long-term incentive and accelerated share-based compensation due to the departure of an executive officer. Fixed compensation and benefits for the fiscal year ended September 30, 2023 included $3.3 million in accelerated share-based compensation for employee departures that were related to retirements and certain business reorganizations.

Occupancy and equipment rental increased $7.5 million, principally due to additional office space acquired in London and India, as well as higher costs in the U.S. and Singapore.

Non-trading technology and support increased $12.3 million, principally due to higher non-trading software maintenance and support costs related to various IT systems various technologies used throughout core-IT and compliance.

Professional fees increased $5.2 million, principally due to higher legal and consulting fees within the overhead compliance and human resources departments.

Selling and marketing costs increased $3.5 million, principally due to costs related to our global sales summit, held in February 2024, which occurs on a once-every-two years rotation.

Travel and business development increased $2.8 million, principally due to higher transportation and lodging costs related to the previously mentioned global sales summit.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

The increase in variable and non-variable compensation was partially related to the move of certain client engagement teams out of discrete business lines and into shared services, and replacing compensation expense in those discrete business lines with a non-variable charge. Additionally, the increase in non-variable compensation was partially a result of hiring among our compliance and IT departments, principally due to company growth, and within the accounting department, principally due to the CDI acquisition.

Also, the increase in non-variable compensation was related to annual merit increases, as well as the acceleration of share-based compensation related to employee departures that were related to retirements and certain business reorganizations. Additionally, the increase in variable compensation was principally due to higher performance, and to a lessor extent, an increase in headcount.

The increase in other non-compensation expenses was principally due to higher occupancy costs, principally related to an increase in property tax assessments in London, non-trading technology maintenance and support costs for the various systems used by the support services departments, and travel and business development costs, partially offset by lower selling and marketing costs due principally to the bi-annual global sales and strategy meeting held in March 2022.

Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We continuously evaluate how effectively our policies, including issuing debt and equity securities or accessing committed credit facilities, support our operations. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with past practice. Liquidity and capital matters are reported regularly to our Board of Directors.

Regulatory

StoneX Financial Inc. is registered as a broker-dealer with the SEC and is a member of both FINRA and MSRB. In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of

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1934. StoneX Financial Inc. is also subject to Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).

GAIN Capital Group, LLC as both a futures commission merchant and registered foreign exchange dealer, is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

StoneX Markets LLC is a CFTC registered swap dealer, whose business is overseen by the NFA. The CFTC imposes rules over net capital requirements, as well as the exchange of initial margin between registered swap dealers and certain counterparties.

These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., GAIN Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.

StoneX Financial Ltd is regulated by the FCA, the regulator of investment firms in the U.K. as a MiFID investment firm under U.K. law, and is subject to regulations which impose regulatory capital requirements. In Europe, our regulated subsidiaries are subject to E.U. regulation. Across the U.K. and E.U., the respective transpositions of the Market Abuse Regulation, and the General Data Protection Regulation, also apply. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s ‘MIFIDPRU’ regulation. To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.

StoneX Financial Pte. Ltd. is regulated by the Monetary Authority of Singapore (“MAS”) and operates as an approved holder of a Capital Market Services and a Payments Service License. StoneX Financial Pte. Ltd. is subject to the requirements of MAS pursuant to the Securities and Futures Act and the Payments Services Act 2019. The regulations include those that govern the treatment of client money and other assets which under certain circumstances must be segregated from the firm’s own assets.

The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.

In our securities, commercial hedging OTC, foreign exchange and physical commodities trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.

We continuously review our overall credit and capital needs to determine whether our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.

As of September 30, 2024, we had total equity of $1,709.1 million, outstanding loans under revolving credit and other facilities of $338.8 million and $543.1 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of September 30, 2024, approximately 97% of our assets consisted of cash and cash equivalents; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations and counterparties; receivables from clients; financial instruments owned, at fair value; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require

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that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from them. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models, as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. For certain clients, we provide credit thresholds, based on internal evaluations and monitoring of the client’s creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Primary Sources and Uses of Cash

Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions and our growth. Our total assets as of September 30, 2024 and 2023, were $27,466.3 million and $21,938.7 million, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices, and changes in the balances of financial instruments and commodities inventory. Certain of our subsidiaries occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Financial Pte. Ltd, StoneX Markets LLC, and GAIN Capital Group, LLC are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds is held with high-quality institutions, under highly-liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $100.0 million and $35.5 million for the fiscal year ended September 30, 2024 and 2023, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

On March 1, 2024, we issued $550.0 million in aggregate principal amount of the Notes due 2031, which are fully and unconditionally guaranteed, jointly and severally, on a senior secured second lien basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.

The Notes due 2031 will mature on March 1, 2031. Interest on the Notes due 2031 accrues at a rate of 7.875% per annum and is payable semiannually in arrears on September 1 and March 1 of each year. We incurred debt issuance costs of $7.7 million in connection with the issuance of the Notes due 2031, which are being amortized over the term of the notes.

In June 2020, we issued $350.0 million in aggregate principal amount of the Notes due 2025 at the offering price of 98.5% of the aggregate principal amount, and the interest on the Notes due 2025 accrued at a rate of 8.625% per annum. On June 17,

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2024, we used part of the proceeds from our issuance of the Notes due 2031 to extinguish the Notes due 2025 when $363.0 million that we had previously deposited into an irrevocable trust as part of an in-substance defeasance was remitted to the note holders to redeem the notes and pay interest due up to that date. 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 were classified as a component of ‘interest expense on corporate funding’.

Committed Credit Facilities

As of September 30, 2024, we had five committed bank credit facilities, totaling $1,205.0 million, of which $227.0 million was outstanding. Additional information regarding our bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. The credit facilities include:

•A first-lien senior secured syndicated loan facility under which $500.0 million is available to us for general working capital requirements and capital expenditures.

•An unsecured line of credit committed until October 28, 2025, under which $250.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding.

•A syndicated borrowing facility committed until July 29, 2025, under which $325.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to facilitate physical commodity trade and provide marketing, procurement, logistics and price management services to clients across the commodity complex.

•An unsecured syndicated loan facility committed until October 9, 2025, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $115.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding.

•An unsecured revolving credit facility committed until September 5, 2025, under which $15.0 million is available to our wholly owned subsidiary, StoneX Financial Pte. Ltd. for general working capital requirements.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone basis for certain subsidiaries, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2024, we and our subsidiaries were in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our first-lien senior secured syndicated revolving loan facility, during the trailing twelve months ended September 30, 2024, interest expense directly attributable to trading activities includes $852.4 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $64.3 million in connection with securities lending activities.

As reflected above, certain of our committed credit facilities are scheduled to expire during the next twelve months following the year ended September 30, 2024. We intend to renew or replace all of our facilities as they expire, and based on our liquidity position and capital structure, we believe we will be able to do so.

Uncommitted Credit Facilities

We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of September 30, 2024 and September 30, 2023, the Company had $104.9 million and $55.5 million total borrowings outstanding under these uncommitted credit facilities, respectively.

Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2024. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements.

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Cash Flows

We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Consolidated Statements of Cash Flows. We hold a significant amount of U.S. Treasury obligations which represent investment of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the Consolidated Statements of Cash Flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents increased by $630.9 million from $6,041.7 million as of September 30, 2023 to $6,672.6 million as of September 30, 2024. Net cash of $506.9 million was provided by operating activities, including movements typical of our operations, with large changes coming from financial instruments owned, payable to broker dealers, funds with broker dealers and clearing organizations, securities borrowed and loaned, as well as securities purchased and securities sold.

Net cash provided by financing activities during the fiscal year ended September 30, 2024 included significant inflows related to the Notes due 2031, which resulted in an inflow of $550.0 million. The most significant outflow in the period related to the extinguishment of the Notes due 2025, which resulted in an outflow of $347.9 million. Additionally, we had outflows from payables to lenders under 90 days of $2.2 million, debt issuance costs of $7.7 million, and payments of deferred acquisition costs of $9.6 million. Also, we received $7.7 million related to employee stock option exercises. We did not repurchase any of our outstanding common stock during the years ended September 30, 2024 and September 30, 2023.

In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We continuously evaluate opportunities to expand our business. Cash used in investing activities included $65.2 million in capital expenditures for property and equipment and the capitalization of internally developed software during the fiscal year ended September 30, 2024 compared to $46.9 million during the fiscal year ended September 30, 2023 and $49.5 million during the fiscal year ended September 30, 2022. Capital expenditures over the past three years have primarily included software development, core information technology hardware acquisitions, and leasehold improvements on office space.

Investing activities also include $2.3 million in cash payments for the acquisition of assets and businesses during the fiscal year ended September 30, 2024 compared to $6.1 million during the fiscal year ended September 30, 2023 and $0.2 million during the fiscal year ended September 30, 2022. Further information about business acquisitions is contained in Note 20 to the Consolidated Financial Statements.

On August 28, 2024, our Board of Directors authorized the repurchase of up to 1.5 million shares of our outstanding common stock in open market purchases and private transactions, commencing on October 1, 2024 and ending on September 30, 2025. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

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Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

Contractual Obligations

The following table summarizes our cash payment obligations as of September 30, 2024:

Payments Due by Period
(in millions)TotalLess than 1 year1 - 3 Years3 - 5 YearsAfter 5 Years
Operating lease obligations$239.9$29.3$61.6$53.5$95.5
Purchase obligations(1)57,340.157,340.1
Payable to lenders under loans338.8171.4167.4
Senior secured borrowings543.1543.1
Contingent acquisition consideration2.31.70.6
Post-acquisition commitment31.131.1
Other111.620.336.224.430.7
$58,606.9$57,592.2$810.0$78.5$126.2

(1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities. Unpriced contract commitments have been estimated using September 30, 2024 market values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $56,275.9 million.

Total contractual obligations exclude defined benefit pension obligations. We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2024. During the year ending September 30, 2025, we anticipate making future benefit payments of $2.0 million related to the defined benefit plans. Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements.

Based upon our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of September 30,

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2024 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold futures and options on futures contracts resulting from market-making and principal trading activities in these product lines. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the consolidated financial statements as of September 30, 2024 and 2023, at fair value of the related financial instruments, totaling $2,853.3 million and $3,085.6 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value, and Physical commodities inventory, net. We will incur losses if the fair value of the Financial instruments sold, not yet purchased, increases subsequent to September 30, 2024, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2024. The totals of $2,853.3 million and $3,085.6 million include a net liability of $265.0 million and $288.3 million for derivatives, based on their fair value as of September 30, 2024 and 2023, respectively.

We do not anticipate significant non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guaranties to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2024 and 2023.

Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, which may not be readily recoverable from increasing the prices of our services. While rising interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial

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statements, as well as the recorded amounts of revenue and expenses during the reported period. The accounting policies discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.

Valuation of Financial Instruments and Foreign Currencies

Description

Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization. These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased. Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings.

Foreign currency translation is an estimate critical to consolidating in our reporting currency. The value of certain assets and liabilities denominated in foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period. For foreign currency transactions completed during each reporting period, the relevant exchange rate at the time is used before translation into U.S. dollar equivalent for consolidated reporting.

Judgment and Uncertainties

At each period end, using professional judgment and industry expertise, we select fair values for financial instruments. Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker dealer price quotations. We use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, we may need to make certain assumptions to determine the fair value.

Effect if Actual Results Differ From Assumptions

Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment. We believe that the likelihood that of such an outcome is low and, if it should be the case, it is likely to not be significant. This view is supported by a few key factors:

•Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information.

•We have robust controls and procedures surrounding pricing and our various technologies involved in it.

•The relevant positions are generally short-term in nature.

•The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.

Revenue Recognition

Description

A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis. We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.

A substantial amount of our revenues derive from Commission and clearing fees. These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions. We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.

We recognize revenue on commodities that are purchased for physical delivery to clients when we meet our obligations to our clients and in an amount equal to the consideration we expect to receive at that point in time.

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Judgment and Uncertainties

Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations.

Effect if Actual Results Differ From Assumptions

If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated. We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period. In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as we satisfy our performance obligations, and we do not need to estimate when that may have occurred.

Income Taxes

Description

We are subject to income taxes in the U.S. and numerous foreign jurisdictions.

Judgment and Uncertainties

Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. We currently have an immaterial amount of unrecognized tax benefits.

Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances. If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Effect if Actual Results Differ From Assumptions

We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements. The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.

Accounting Standards Update

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company’s fiscal year ending September 30, 2026. Early adoption is permitted. The guidance allows for adoption using either a prospective or retrospective transition method. We are currently evaluating the impact that adopting this guidance will have on our disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which will require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 will require the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. ASU 2023-09 is effective for the Company’s fiscal year ending September 30, 2026. Early adoption is permitted. The guidance should be applied retrospectively unless impracticable. We are currently evaluating the impact that adopting this guidance will have on our disclosures.

The Organisation for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules (“Pillar Two”) aim to ensure that multinationals with revenues in excess of EUR 750 million pay a minimum effective corporate tax rate of 15% (minimum tax) in each jurisdiction in which they operate. EU member states are required to adopt the OECD Pillar Two rules, some countries have already adopted and other non-U.S. countries are expected to follow suit. Under these rules, we

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may be required to pay a “top-up” tax to the extent that our effective tax rate in any given country is below 15%. The United States is not expected to pass Pillar Two legislation in the near term, but the top-up tax can be collected by other countries. The Pillar Two legislation is effective for the Company with the fiscal year beginning October 1, 2024. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by individual countries, as such changes could result in an increase in its effective tax rate. We expect additional guidance or legislation to be issued by the OECD and various jurisdictions which could impact any minimum tax we owe in future periods, possibly materially, and our effective tax rate could increase in 2025 and thereafter. This minimum tax, if any, will be recognized in the period in which it is incurred.

FY 2023 10-K MD&A

SEC filing source: 0000913760-23-000159.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-11-24. Report date: 2023-09-30.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this document, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries and the potential impact of public health emergencies, such as the recent COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our clients, suppliers or business customers. 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.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We 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 4,000 employees as of September 30, 2023. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information for a listing of business activities performed within our reportable segments.

StoneX Group Inc. and its trade name "StoneX" carry forward the foundation established by Saul Stone in 1924 to today's modern financial services firm. Today, we provide an institutional-grade financial services ecosystem, connecting our clients to 40 derivatives exchanges, 180 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter markets via our networks of highly integrated digital platforms and experienced professionals. Our platform delivers support throughout the entire lifecycle of a transaction, from consulting and boots-on-the-ground intelligence, to efficient execution, to post-trade clearing, custody and settlement.

Current Trends Affecting the Financial Services Industry

Economic and financial market conditions, including conditions impacted by public health emergencies, such as the recent COVID-19 pandemic, the recent banking crisis (such as the closure of Silicon Valley Bank, receiverships of First Republic Bank and Signature Bank, and acquisition of Credit Suisse Group AG), and geopolitical events such as terrorism, the Israel-Hamas war and escalating tensions in the Middle East, the ongoing war between Ukraine and Russia and related sanctions imposed by the U.S. 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 balance 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.

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In addition, the recent COVID-19 pandemic led to increased operational and cybersecurity risks and it or similar events may again do so in the future. These risks have included, among others, increased demand on our information technology resources and systems and the increased risk of phishing and other cybersecurity attacks. In the event of a significant COVID-19 resurgence or the emergence of a similar event in the future, any failure to effectively manage these increased operational and cybersecurity demands and risks may materially adversely affect our results of operations and the ability to conduct our business. For a further discussion of cybersecurity risks, see Technology and Cybersecurity Risks below.

See “Risk Factors” in Part I, Item 1A in this Form 10-K for a discussion of other risks that may affect our financial condition and results of operations.

Executive Summary

Our fiscal 2023 was marked by the effects of heightened inflationary pressures, the tightening of monetary policy in most major markets around the world and the resulting significant increase in short term interest rates. Geopolitical uncertainty remained throughout the year, however market volatility has generally declined since the Russian invasion of the Ukraine in the prior year. Against this backdrop, we experienced a tightening of spreads across all of our products with the exception of global payments. However, through continued client engagement and onboarding, as well as expansion of our product offering we grew transactional volumes in all products, with the exception of FX/CFD contracts.

In fiscal 2023 we continued to experience strong growth in our listed derivative client balances, which increased $1,441 million to $7,137 million, while average money-market/FDIC sweep balances decreased $446 million to $1,338 million. The overall increase in client balances, combined with the significant increase in short term interest rates compared to the prior year, led to an increase in interest and fee income on client balances of $295.4 million, or 331%, to $384.7 million in the fiscal year ended September 30, 2023.

Operating revenues increased $806.7 million, or 38%, to $2,914.1 million in the fiscal year ended September 30, 2023 compared to $2,107.4 million in the fiscal year ended September 30, 2022, led by our Commercial and Institutional segments which added $170.6 million and $681.8 million, respectively, compared to the fiscal year ended September 30, 2022. Our Global Payments segments added $40.6 million, while our Retail segment experienced a $93.7 million decline, compared to the fiscal year ended September 30, 2022.

Overall segment income increased $87.8 million, or 13%, compared to the fiscal year ended September 30, 2022. The growth in segment income was led by our Commercial segment which increased $102.4 million, or 36% compared to the fiscal year ended September 30, 2022. Institutional and Global Payments segment income increased $43.3 million and $11.7 million, respectively, compared to the fiscal year ended September 30, 2022. This growth was partially tempered by a $69.6 million decline in Retail segment income compared to the fiscal year ended September 30, 2022.

The significant increase in short term interest rates during fiscal 2023 drove an increase in interest expense paid on client balances of $131.5 million, to $148.9 million, compared to the fiscal year ended September 30, 2022. Interest expense related to corporate funding purposes increased $12.8 million to $57.5 million in the fiscal year ended September 30, 2023 compared to $44.7 million in the fiscal year ended September 30, 2022.

On the expense side, we continue to focus on maintaining our variable cost model and limiting the growth of our non-variable

expenses. In fiscal 2023, variable expenses were 52% of total expenses compared to 56% in the prior year. Non-variable expenses, excluding bad debts increased $112.5 million compared to the fiscal year ended September 30, 2022, principally due to higher fixed compensation and benefits, non-trading technology and support, travel and business development, trading system and market information, and depreciation and amortization.

Net income increased $31.4 million to $238.5 million in the fiscal year ended September 30, 2023 compared to $207.1 million in the fiscal year ended September 30, 2022. Diluted earnings per share were $11.18 for the fiscal year ended September 30, 2023 compared to $10.01 in the fiscal year ended September 30, 2022.

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Selected Summary Financial Information

Results of Operations

Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, is a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated.

Financial Overview

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Revenues:
Sales of physical commodities$58,131.2(9)%$64,052.656%$40,961.6
Principal gains, net1,079.9(6)%1,145.228%892.0
Commission and clearing fees498.4(2)%507.94%487.2
Consulting, management, and account fees159.043%111.322%91.0
Interest income987.6351%219.0114%102.4
Total revenues60,856.1(8)%66,036.055%42,534.2
Cost of sales of physical commodities57,942.0(9)%63,928.656%40,861.1
Operating revenues2,914.138%2,107.426%1,673.1
Transaction-based clearing expenses271.8(7)%291.27%271.7
Introducing broker commissions161.61%160.1—%160.5
Interest expense802.2492%135.5173%49.6
Interest expense on corporate funding57.529%44.78%41.3
Net operating revenues1,621.010%1,475.928%1,150.0
Compensation and benefits868.69%794.817%679.1
Bad debts, net of recoveries16.54%15.852%10.4
Other expenses438.311%394.527%309.8
Total compensation and other expenses1,323.410%1,205.121%999.3
Gain on acquisitions and other gains, net25.4297%6.488%3.4
Income before tax323.017%277.280%154.1
Income tax expense84.521%70.185%37.8
Net income$238.515%$207.178%$116.3
Return on average stockholders’ equity19.5%21.0%13.9%

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The tables below present operating revenues disaggregated across the key products we provide to our clients and select operating data and metrics used by management in evaluating our performance, for the periods indicated.

Year Ended September 30,
2023% Change2022% Change2021
Operating Revenues (in millions):
Listed derivatives$416.5(3)%$430.511%$387.6
Over-the-counter (“OTC”) derivatives232.211%208.345%143.4
Securities1,064.074%610.414%533.6
FX / Contracts for difference (“CFD”) contracts261.9(23)%339.340%242.0
Global payments208.324%167.825%133.8
Physical contracts244.926%194.327%152.6
Interest / fees earned on client balances384.7331%89.3243%26.0
Other109.432%82.719%69.5
Corporate Unallocated31.7306%7.8359%1.7
Eliminations(39.5)72%(23.0)35%(17.1)
$2,914.138%$2,107.426%$1,673.1
Year Ended September 30,
2023% Change2022% Change2021
Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)160,292—%160,60910%146,101
Listed derivatives, average rate per contract (1)$2.44(4)%$2.53(1)%$2.55
Average client equity - listed derivatives (millions)$7,13725%$5,69648%$3,842
OTC derivatives (contracts, 000’s)3,55320%2,96816%2,557
OTC derivatives, average rate per contract$65.78(7)%$70.4927%$55.70
Securities average daily volume (“ADV”) (millions)$5,25752%$3,45925%$2,776
Securities rate per million (“RPM”) (2)$301(40)%$503(15)%$593
Average money market / FDIC sweep client balances (millions)$1,338(25)%$1,78421%$1,471
FX / CFD contracts ADV (millions)$11,943(10)%$13,27325%$10,636
FX / CFD contracts RPM$87(12)%$9911%$89
Global Payments ADV (millions)$678%$6215%$54
Global Payments RPM$12,36714%$10,88010%$9,921
(1)Give up fees, related to contract execution for clients of other FCMs, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

Operating Revenues

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues from listed derivatives declined $14.0 million, or 3%, to $416.5 million in the fiscal year ended September 30, 2023 compared to $430.5 million in the fiscal year ended September 30, 2022, principally resulting from a 4% decline in the average rate per contract.

Operating revenues in OTC derivatives increased $23.9 million, or 11%, to $232.2 million in the fiscal year ended September 30, 2023 compared to $208.3 million in the fiscal year ended September 30, 2022. This growth was principally driven by a 20% increase in OTC contract volumes, partially offset by a 7% decline in the average rate per contract.

Operating revenue from securities transactions increased $453.6 million, or 74%, to $1,064.0 million in the fiscal year ended September 30, 2023 compared to $610.4 million in the fiscal year ended September 30, 2022. This increase was principally due to a 52% 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. As a result of the significant increase in short-term interest rates, we have amended our calculation of securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. Net operating revenues derived from securities transactions decreased $39.3 million, or 11%, to $325.6 million in the fiscal year ended September 30, 2023 compared to $364.9 million in the three months ended September 30, 2022. This decline principally resulted from the 40% decline in RPM principally due to a tightening of spreads and a change in product mix.

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Operating revenues from FX/CFD contracts declined $77.4 million, or 23%, to $261.9 million in the fiscal year ended September 30, 2023 compared to $339.3 million in the fiscal year ended September 30, 2022, principally as a result of a 10% decline in FX/CFD contracts ADV, as well as a 12% decline in FX/CFD contracts RPM.

Operating revenues from global payments increased by $40.5 million, or 24%, to $208.3 million in the fiscal year ended September 30, 2023 compared to $167.8 million in the fiscal year ended September 30, 2022, principally as a result of an 8% increase in ADV, as well as a 14% increase in payments RPM.

Operating revenues from physical contracts increased $50.6 million, or 26%, to $244.9 million in the fiscal year ended September 30, 2023 compared to $194.3 million in the fiscal year ended September 30, 2022, 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, which is associated with our listed and OTC derivative businesses, as well as our correspondent clearing and independent wealth management businesses, increased $295.4 million, or 331%, to $384.7 million in the fiscal year ended September 30, 2023 compared to $89.3 million in the fiscal year ended September 30, 2022, principally as a result of 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.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $434.3 million, or 26%, to $2,107.4 million in the year ended September 30, 2022 compared to $1,673.1 million in the year ended September 30, 2021. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Operating revenues derived from listed derivatives increased $42.9 million, or 11%, to $430.5 million in the year ended September 30, 2022 compared to $387.6 million in the year ended September 30, 2021, principally driven by a 10% increase in listed derivative volumes.

Operating revenues in OTC derivatives increased $64.9 million, or 45%, to $208.3 million in the year ended September 30, 2022 compared to $143.4 million in the year ended September 30, 2021. This growth was principally driven by increased client activity in agricultural and soft commodity markets which resulted in a 16% increase in OTC contract volumes, as well as a 27% increase in the average rate per contract as a result of wider spreads in FX hedging and energy and renewable fuels markets.

Operating revenue from securities transactions increased $76.8 million, or 14%, to $610.4 million in the year ended September 30, 2022 compared to $533.6 million in the year ended September 30, 2021. This increase was principally a result of a 25% increase in securities ADV driven by increased client activity in fixed income markets, which was partially offset by a 15% decline in RPM as a result of lower spreads in equity products.

Operating revenues from FX/CFD contracts increased $97.3 million, or 40%, to $339.3 million in the year ended September 30, 2022 compared to $242.0 million in the year ended September 30, 2021, principally as a result of a 25% increase in FX/CFD contracts ADV, as well as a 11% increase in FX/CFD contracts RPM, both of which were driven by heightened volatility in global financial markets.

Operating revenues from global payments increased by $34.0 million, or 25%, to $167.8 million in the year ended September 30, 2022 compared to $133.8 million in the year ended September 30, 2021, principally as a result of a 15% increase in ADV, as well as a 10% increase in payments RPM.

Operating revenues from physical contracts increased $41.7 million, or 27%, to $194.3 million in the year ended September 30, 2022 compared to $152.6 million in the year ended September 30, 2021, principally due to increased client activity in agricultural and energy commodities, as well as continued strong client demand for precious metals.

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 $63.3 million, or 243%, to $89.3 million in the year ended September 30, 2022 compared to $26.0 million in the year ended September 30, 2021, principally as a result of an increase in short term interest rates as well as increases in average client equity and average FDIC sweep client balances of 48% and 21%, respectively.

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Interest and Transactional Expenses

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Transaction-based clearing expenses

Year Ended September 30,
20232022$ Change% Change
Transaction-based clearing expenses$271.8$291.2$(19.4)(7)%
Percentage of operating revenues9%14%

The decrease in transaction-based clearing expense was principally due to lower ADR conversion and short-rebate fees in the Equity Capital Markets business, lower bank fees and transactional regulatory fees in the Retail Forex business, which related vendor optimization and decreased FX/CFD ADV, respectively, lower fees in the Exchange-Traded Futures & Options business, principally related to a decrease in contracts traded, and lower fees in the Global Payments business. These decreases were partially offset by higher fees in the Debt Capital Markets business, due to an increase in the ADV and higher exchange fees in the Financial Ag & Energy and LME Metals businesses, due to an increase in exchange-traded volumes. The decline in the percentage of operating revenues was principally due to the impact of the significant increase in interest income on operating revenues.

Introducing broker commissions

Year Ended September 30,
20232022$ Change% Change
Introducing broker commissions$161.6$160.1$1.51%
Percentage of operating revenues6%8%

Introducing broker commission expense increased modestly period-over-period. Higher costs in our Physical Ag & Energy business, related to incremental expense from the CDI acquisition, effective October 31, 2022, Financial Ag & Energy, Asset Management and Global Payments businesses were partially offset by decreased expenses in our Independent Wealth Management and Retail Forex businesses, principally due to lower trading volumes and revenues. The decline in the percentage of operating revenues was principally due to the impact of the significant increase in interest income on operating revenues.

Interest expense

Year Ended September 30,
20232022$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$556.7$62.3$494.4794%
Securities borrowing39.423.016.471%
Client balances on deposit148.917.4131.5756%
Short-term financing facilities of subsidiaries and other direct interest of operating segments57.232.824.474%
802.2135.5666.7492%
Corporate funding57.544.712.829%
Total interest expense$859.7$180.2$679.5377%

The increase in interest expense attributable to trading activities was principally due to the significant increase in short-term interest rates, an increase in ADV in our fixed income business, and an increase in client balances on which we pay interest. The increase in interest expense attributable to corporate funding was principally due to higher short-term interest rates on our revolving credit facility as well as an increase in average borrowings.

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Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Transaction-based clearing expenses

Year Ended September 30,
20222021$ Change% Change
Transaction-based clearing expenses$291.2$271.7$19.57%
Percentage of operating revenues14%16%

The increase in expense was principally due to higher clearing and ADR conversion fees in the Equity Capital Markets business, higher costs related to listed derivatives within the Financial Ag & Energy and Exchange-Traded Futures & Options businesses, and higher costs in our Debt Capital Markets, Global Payments, and Retail Forex businesses due to increased average daily volumes. The decline in the percentage of operating revenues was principally due to the increase in interest income.

Introducing broker commissions

Year Ended September 30,
20222021$ Change% Change
Introducing broker commissions$160.1$160.5$(0.4)%
Percentage of operating revenues8%10%

The modest decrease in introducing broker commissions was principally due to lower costs within our Financial Ag & Energy and Retail Forex businesses, partially offset by increased activity in our Exchange-Traded Futures & Options, LME Metals, Physical Ag & Energy and Global Payments businesses. The decline in the percentage of operating revenues was principally due to the increase in interest income.

Interest expense

Year Ended September 30,
20222021$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$62.3$9.6$52.7549%
Securities borrowing23.017.65.431%
Client balances on deposit17.41.515.91,060%
Short-term financing facilities of subsidiaries and other direct interest of operating segments32.820.911.957%
135.549.685.9173%
Corporate funding44.741.33.48%
Total interest expense$180.2$90.9$89.398%

The increase in interest expense attributable to trading activities was principally due to the increase in fixed income business activities within our Institutional segment, increased interest on client balances principally due to higher short-term rates, and increased average borrowings within our Commercial segment, along with the impact of the increases in short-term interest rates.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess the performance of our operating segments. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

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The table below presents net operating revenues disaggregated across the key products we provide to our clients used by management in evaluating our performance, for the periods indicated.

Year Ended September 30,
2023% Change2022% Change2021
Net Operating Revenues (in millions):
Listed derivatives$195.5(7)%$209.420%$173.8
OTC derivatives232.111%208.345%143.4
Securities325.6(11)%364.92%357.8
FX / CFD contracts224.2(23)%291.951%193.2
Global Payments199.226%158.425%126.4
Physical contracts202.717%173.227%136.2
Interest, net / fees earned on client balances237.0239%70.0206%22.9
Other67.614%59.316%51.1
Corporate Unallocated(62.9)6%(59.5)9%(54.8)
$1,621.010%$1,475.928%$1,150.0

Compensation and Other Expenses

The following table presents a summary of expenses, other than interest and transactional expenses.

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Compensation and benefits:
Variable compensation and benefits$483.21%$478.127%$377.7
Fixed compensation and benefits385.422%316.75%301.4
868.69%794.817%679.1
Other expenses:
Trading systems and market information74.012%66.213%58.8
Professional fees57.05%54.333%40.9
Non-trading technology and support61.618%52.414%46.0
Occupancy and equipment rental40.412%36.16%34.2
Selling and marketing54.0(2)%55.366%33.3
Travel and business development24.847%16.9276%4.5
Communications9.110%8.3(11)%9.3
Depreciation and amortization51.015%44.422%36.5
Bad debts, net of recoveries16.54%15.852%10.4
Other66.410%60.631%46.3
454.811%410.328%320.2
Total compensation and other expenses$1,323.410%$1,205.121%$999.3

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Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Compensation and Other Expenses: Compensation and other expenses increased $118.3 million, or 10%, to $1,323.4 million in the fiscal year ended September 30, 2023 compared to $1,205.1 million in the fiscal year ended September 30, 2022.

Compensation and Benefits:

Year Ended September 30,
(in millions)20232022$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$407.3$410.4$(3.1)(1)%
Administrative, executive, and centralized and local operations75.967.78.212%
Total variable compensation and benefits483.2478.15.11%
Variable compensation and benefits as a percentage of net operating revenues30%32%
Fixed compensation and benefits:
Non-variable salaries266.8225.841.018%
Employee benefits and other compensation, excluding share-based compensation90.673.117.524%
Share-based compensation28.017.810.257%
Total fixed compensation and benefits385.4316.768.722%
Total compensation and benefits$868.6$794.8$73.89%
Total compensation and benefits as a percentage of operating revenues30%38%
Number of employees, end of period4,1373,61552214%

Non-variable salaries increased principally due to the increase in headcount resulting from expanding capabilities among our business lines and the CDI acquisition, as well as the growth in our operational and overhead departments supporting our business growth, as well as the impact of annual merit increases.

Employee benefits and other compensation, excluding share-based compensation, increased principally related to higher severance, payroll taxes, benefits, and retirement costs. During the fiscal year ended September 30, 2023, severance costs were $14.9 million, principally related to a reorganization within the Global Payments business. During the fiscal year ended September 30, 2022, severance costs were $2.6 million. Partially offsetting the increases was an increase in employee-elected deferred incentive, which is exchanged for restricted stock that will be amortized over a thirty-six month period following the grant date. Share-based compensation, which contains stock option and restricted stock expense, increased principally due to higher employee participation in the Company’s restricted stock plan, as well as from $3.3 million in accelerated share-based compensation for employee departures related to retirements and certain business reorganizations during the fiscal year ended September 30, 2023.

Other Expenses: Other non-compensation expenses increased $44.5 million, or 11%, to $454.8 million in the fiscal year ended September 30, 2023 compared to $410.3 million in the fiscal year ended September 30, 2022.

Trading systems and market information costs increased $7.8 million, principally due to higher market information costs in the Debt Capital Markets, Retail Forex, and Financial Ag & Energy businesses.

Non-trading technology and support increased $9.2 million, principally due to higher non-trading software maintenance and support costs related to various IT systems primarily within our Core IT and other overhead departments.

Occupancy and equipment rental costs increased $4.3 million, principally due to increases in costs in London and Singapore, as well as incremental costs from the CDI acquisition.

Travel and business development increased $7.9 million, principally due to higher transportation and lodging costs across all business lines and support departments following periods of reduced travel.

Depreciation and amortization increased $6.6 million, principally due to the incremental depreciation expense from internally developed software placed into service.

Bad debt expense, net of recoveries increased $0.7 million over the prior year. During the fiscal year ended September 30, 2023, bad debt expense, net of recovery was $16.5 million, principally related to bad debt expense of $15.1 million of client receivables in the Physical Ag & Energy business, $2.3 million of client trading account deficits in our Retail FX segment, and $0.6 million in client trading account deficits in our Financial Ag & Energy business, partially offset by net recoveries of $1.4 million of client trading account deficits in our Exchange-traded Futures & Options business. During the fiscal year ended September 30, 2022, bad debt expense, net of recoveries was $15.8 million, principally related to client trading account deficits

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in our Commercial, Institutional, Retail, and Global Payments segments of $11.6 million, $1.8 million, $2.3 million, and $0.1 million, respectively.

Gain on Acquisition and Other Gains, net: The results of the fiscal year ended September 30, 2023 include a nonrecurring gain of $23.5 million related to the CDI acquisition, as well as a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement. The results of the fiscal year ended September 30, 2022 included a nonrecurring gain related to proceeds received of $6.4 million resulting from a foreign exchange antitrust class action settlement in our Retail segment.

Provision for Taxes: Our effective income tax rate was 26% and 25% for fiscal years ended September 30, 2023 and 2022, respectively. The effective income tax rate for the fiscal years ended September 30, 2023 and 2022 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, and the amount of foreign earnings taxed at higher tax rates. The gain on acquisition of $23.5 million in the fiscal year ended September 30, 2023 was not taxable and reduced the effective income tax rate 1.4%.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Compensation and Other Expenses: Compensation and other expenses increased $205.8 million, or 21%, to $1,205.1 million in the fiscal year ended September 30, 2022 compared to $999.3 million in the fiscal year ended September 30, 2021.

Compensation and Benefits:

Year Ended September 30,
(in millions)20222021$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$410.4$333.5$76.923%
Administrative, executive, and centralized and local operations67.744.223.553%
Total variable compensation and benefits478.1377.7100.427%
Variable compensation and benefits as a percentage of net operating revenues32%33%
Fixed compensation and benefits:
Non-variable salaries225.8204.721.110%
Employee benefits and other compensation, excluding share-based compensation73.182.8(9.7)(12)%
Share-based compensation17.813.93.928%
Total fixed compensation and benefits316.7301.415.35%
Total compensation and benefits$794.8$679.1$115.717%
Total compensation and benefits as a percentage of operating revenues38%41%
Number of employees, end of period3,6153,24237312%

Non-variable salaries increased principally due to increased headcount resulting from expanded capabilities among our business lines, as well as the growth in our operational and overhead departments supporting our business growth.

Employee benefits and other compensation, excluding share-based compensation, decreased principally due to increased employee-elected deferred incentive, which was exchanged for restricted stock that is amortized over a thirty-six month period following the grant date and lower severance costs, partially offset by higher payroll, benefits, and retirement costs from the increased headcount. During the year ended September 30, 2022, severance costs were $2.6 million. During the year ended September 30, 2021, severance costs were $7.7 million, principally due to the departure of certain senior officers. Share-based compensation included stock option and restricted stock expense.

Other Expenses: Other non-compensation expenses increased $90.1 million, or 28%, to $410.3 million in the year ended September 30, 2022 compared to $320.2 million in the year ended September 30, 2021.

Trading systems and market information costs increased $7.4 million, principally due to higher costs in the Retail Forex, Debt Capital Markets, and LME Metals businesses.

Professional fees increased $13.4 million, principally due to higher legal and other consulting fees.

Non-trading technology and support increased $6.4 million, principally due to higher non-trading software implementation costs related to various IT systems.

Selling and marketing costs increased $22.0 million, principally due to increased campaigns related to our Retail Forex business, as well as costs of holding our bi-annual global sales and strategy meeting in March 2022.

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Travel and business development increased $12.4 million principally due to several business line specific development meetings, as well as increases along all business lines with the lifting of certain social distancing and travel restrictions, following periods of limited travel due to responses by governments and societies to the COVID-19 pandemic.

Depreciation and amortization increased $7.9 million, principally due to the incremental depreciation expense from internally developed software placed into service.

Other expenses increased $14.3 million, principally due to higher insurance costs, non-income taxes, non-variable direct business related costs, and non-compensation employee based expenses.

Bad debt expense, net of recoveries increased $5.4 million over the prior year. During the year ended September 30, 2022, bad debt expense, net of recovery was $15.8 million, principally related to client trading account deficits in our Commercial, Institutional, Retail, and Global Payments segments of $11.6 million, $1.8 million, $2.3 million, and $0.1 million, respectively. During the year ended September 30, 2021, bad debts, net of recoveries were $10.4 million, principally related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.4 million, $0.6 million, and $1.1 million, respectively. Additionally, we recorded bad debt expense of $5.1 million related to trade receivables with physical clients.

Gain on Acquisitions and Other Gains, net: The results of the year ended September 30, 2022 include a nonrecurring gain of $6.4 million related to a foreign exchange antitrust class action settlement received in March 2022. The results of the year ended September 30, 2021 included a gain of $3.3 million related to an adjustment to the liabilities assumed as part of the Gain acquisition initially determined values, as of August 1, 2020.

Provision for Taxes: The effective income tax rate was 25% for the years ended September 30, 2022 and 2021. The effective income tax rate for the fiscal year ended September 30, 2022 and 2021 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, and the amount of foreign earnings taxed at higher tax rates. The gain on acquisition of $3.3 million in the year ended September 30, 2021 was not taxable and reduced the effective income tax rate 0.5%.

Variable vs. Fixed Expenses

The table below presents our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicted.

Year Ended September 30,
(in millions)2023% of Total2022% of Total2021% of Total
Variable compensation and benefits$483.228%$478.129%$377.726%
Transaction-based clearing expenses271.815%291.217%271.719%
Introducing broker commissions161.69%160.110%160.511%
Total variable expenses916.652%929.456%809.956%
Fixed compensation and benefits385.422%316.719%301.421%
Other fixed expenses438.325%394.524%309.822%
Bad debts, net of recoveries16.51%15.81%10.41%
Total non-variable expenses840.248%727.044%621.644%
Total non-interest expenses$1,756.8100%$1,656.4100%$1,431.5100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

During the fiscal year ended September 30, 2023, non-variable expenses, excluding bad debts, net of recoveries, increased $112.5 million, or 16%, compared to the fiscal year ended September 30, 2022.

During the year ended September 30, 2022, non-variable expenses, excluding bad debts, net of recoveries, increased $100.0 million, or 16%, compared to the year ended September 30, 2021.

Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. We manage our business in this manner due to our large global footprint, in which we have more than 4,000 employees allowing us to serve clients in more than 180 countries.

Our business activities are managed as operating segments, which are our reportable segments for financial reporting purposes, as shown below.

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StoneX Group Inc.
CommercialInstitutionalRetailGlobal Payments
Primary Activities:Primary Activities:Primary Activities:Primary Activities:
Financial Ag & EnergyEquity Capital MarketsRetail ForexGlobal Payments
LME MetalsDebt Capital MarketsRetail Precious MetalsPayment Technology Services
Physical Ag & EnergyFX Prime BrokerageIndependent Wealth Management
Precious MetalsExchange-Traded Futures & Options
Correspondent Clearing

Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense.

Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage, that can vary by revenue type, of an amount equal to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and an overhead allocation.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

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Total Segment Results

The following table presents summary information concerning all of our business segments on a combined basis, excluding unallocated overhead, for the periods indicated.

Year Ended September 30,
(in millions)2023% of Operating Revenues2022% of Operating Revenues2021% of Operating Revenues
Sales of physical commodities$58,131.2$64,052.6$40,961.6
Principal gains, net1,077.41,150.5899.0
Commission and clearing fees500.3509.6488.4
Consulting, management, and account fees155.6108.586.5
Interest income999.4230.0114.1
Total revenues60,863.966,051.242,549.6
Cost of sales of physical commodities57,942.063,928.640,861.1
Operating revenues2,921.9100%2,122.6100%1,688.5100%
Transaction-based clearing expenses271.69%292.314%270.316%
Introducing broker commissions161.66%160.38%161.210%
Interest expense804.828%134.66%52.23%
Net operating revenues1,683.91,535.41,204.8
Variable direct compensation and benefits410.314%413.519%336.120%
Net contribution1,273.61,121.9868.7
Fixed compensation and benefits204.9175.7162.3
Other fixed expenses290.8261.1189.8
Bad debts, net of recoveries16.515.810.4
Total non-variable direct expenses512.218%452.621%362.521%
Other gains2.16.4
Segment income$763.5$675.7$506.2

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Net contribution for all of our business segments increased $151.7 million, or 14%, to $1,273.6 million in the fiscal year ended September 30, 2023 compared to $1,121.9 million in the fiscal year ended September 30, 2022. Segment income increased $87.8 million, or 13%, to $763.5 million in the fiscal year ended September 30, 2023 compared to $675.7 million in the fiscal year ended September 30, 2022.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Net contribution for all of our business segments increased $253.2 million, or 29%, to $1,121.9 million in the fiscal year ended September 30, 2022 compared to $868.7 million in the year ended September 30, 2021. Segment income increased $169.5 million, or 33%, to $675.7 million in the fiscal year ended September 30, 2022 compared to $506.2 million in the year ended September 30, 2021.

Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity financing and logistics services. We believe our ability to provide these high-value-added products and services differentiates us from our competitors and maximizes our ability to retain our clients.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.

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Year Ended September 30,
(in millions)2023% Change2022% Change2021
Revenues:
Sales of physical commodities$57,559.9(9)%$63,162.760%$39,420.3
Principal gains, net331.5(3)%343.040%245.5
Commission and clearing fees178.05%168.8(5)%178.3
Consulting, management and account fees25.717%21.911%19.7
Interest income154.1229%46.8132%20.2
Total revenues58,249.2(9)%63,743.260%39,884.0
Cost of sales of physical commodities57,386.5(9)%63,051.160%39,349.2
Operating revenues862.725%692.129%534.8
Transaction-based clearing expenses60.79%55.94%54.0
Introducing broker commissions40.127%31.5(9)%34.7
Interest expense40.6123%18.240%13.0
Net operating revenues721.323%586.535%433.1
Variable direct compensation and benefits176.43%171.228%133.4
Net contribution544.931%415.339%299.7
Fixed compensation and benefits61.123%49.8—%49.9
Other fixed expenses77.418%65.634%49.1
Bad debts, net of recoveries15.735%11.636%8.5
Total non-variable direct expenses154.221%127.018%107.5
Segment income$390.736%$288.350%$192.2
Year Ended September 30,
2023% Change2022% Change2021
Operating Revenues (in millions):
Listed derivatives$230.5(4)%$240.58%$223.5
OTC derivatives232.211%208.345%143.4
Physical contracts232.929%180.436%132.2
Interest / fees earned on client balances142.2244%41.3183%14.6
Other24.915%21.62%21.1
$862.725%$692.129%$534.8
Select data (all $ amounts are U.S. dollar equivalent):
Listed derivatives (contracts, 000’s)34,43014%30,323(2)%30,904
Listed derivatives, average rate per contract (1)$6.37(16)%$7.549%$6.92
Average client equity - listed derivatives (millions)$1,927(10)%$2,14930%$1,648
Over-the-counter (“OTC”) derivatives (contracts, 000’s)3,55320%2,96816%2,557
OTC derivatives, average rate per contract$65.78(7)%$70.4927%$55.70
(1) Give up fees, related to contract execution for clients of other FCMs, as well as cash and voice brokerage are excluded from the calculation of listed derivatives, average rate per contract.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $170.6 million, or 25%, to $862.7 million in the fiscal year ended September 30, 2023 compared to $692.1 million in the fiscal year ended September 30, 2022. Net operating revenues increased $134.8 million, or 23%, to $721.3 million in the fiscal year ended September 30, 2023 compared to $586.5 million in the fiscal year ended September 30, 2022.

Operating revenues derived from listed derivatives declined $10.0 million, or 4%, to $230.5 million in the fiscal year ended September 30, 2023 compared to $240.5 million in the fiscal year ended September 30, 2022. This decline was principally driven by a 16% decline in the average rate per contract as the prior year period experienced wider spreads in LME markets related to the Russian invasion of Ukraine and the resulting effect on base metal commodity prices. This decline was partially offset by a 14% increase in listed derivative contract volumes compared to the prior year period.

Operating revenues derived from OTC transactions increased $23.9 million, or 11%, to $232.2 million in the fiscal year ended September 30, 2023 compared to $208.3 million in the fiscal year ended September 30, 2022. This increase was principally

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driven by a 20% increase in OTC volumes, most notably in agricultural and soft commodities, which was partially offset by a 7% decline in the average rate per contract compared to the prior year.

Operating revenues derived from physical transactions increased $52.5 million, or 29%, to $232.9 million in the fiscal year ended September 30, 2023 compared to $180.4 million in the fiscal year ended September 30, 2022, principally due to the CDI acquisition, effective October 31, 2022, as well as increased client activity in agricultural and energy commodities.

Interest and fee income earned on client balances increased $100.9 million, or 244%, to $142.2 million in the fiscal year ended September 30, 2023 compared to $41.3 million in the fiscal year ended September 30, 2022, as a result of a significant increase in short-term interest rates, which was partially offset by a 10% decrease in average client equity to $1,927 million in the fiscal year ended September 30, 2023.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 32% in the fiscal year ended September 30, 2023 compared to 37% in the fiscal year ended September 30, 2022, primarily as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $102.4 million, or 36%, to $390.7 million in the fiscal year ended September 30, 2023 compared to $288.3 million in the fiscal year ended September 30, 2022, principally due to the growth in operating revenues which was partially offset by a $27.2 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily due to a $11.3 million increase in fixed compensation and benefits, a $4.1 million increase in bad debts, net of recoveries, a $2.9 million increase in depreciation and amortization, a $2.7 million increase in travel and business development and a $2.2 million increase in selling and marketing expense.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $157.3 million, or 29%, to $692.1 million in the year ended September 30, 2022 compared to $534.8 million in the year ended September 30, 2021. Net operating revenues increased $153.4 million, or 35%, to $586.5 million in the year ended September 30, 2022 compared to $433.1 million in the year ended September 30, 2021.

Operating revenues derived from listed derivatives increased $17.0 million, or 8%, to $240.5 million in the year ended September 30, 2022 compared to $223.5 million in the year ended September 30, 2021. This increase was principally driven by a 9% increase in the average rate per contract as a result of wider spreads in LME commodity markets which was partially offset by a 2% decrease in contract volumes as a result of decline in agricultural and soft commodity client volumes.

Operating revenues derived from OTC transactions increased $64.9 million, or 45%, to $208.3 million in the year ended September 30, 2022 compared to $143.4 million in the year ended September 30, 2021. This increase was driven by a 16% increase in OTC volumes, primarily in agricultural and soft commodities as well as a 27% increase in the average rate per contract as a result of wider spreads in FX hedging and energy and renewable fuels markets.

Operating revenues derived from physical transactions increased $48.2 million, or 36%, to $180.4 million in the year ended September 30, 2022 compared to $132.2 million in the year ended September 30, 2021, principally due to increased client activity in agricultural and energy commodities as well as continued strong client demand for precious metals. Operating revenues during the year ended September 30, 2022 were favorably impacted by realized gains of $1.7 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. Operating revenues during the year ended September 30, 2021 included unrealized losses on derivative positions held against physical inventories carried at the lower of cost or net realizable value of $2.2 million, and sold in subsequent quarters. In addition, the year ended September 30, 2021 included a $1.9 million loss on the liquidation of certain physical inventories of crude oil and low sulfur fuel oil as a result of quality degradation and additional costs to sell.

Interest and fee income earned on client balances increased $26.7 million, or 183%, to $41.3 million in the year ended September 30, 2022 compared to $14.6 million in the year ended September 30, 2022, as result of both a 30% increase in average client equity to $2,149 million as well as an increase in short term interest rates.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 37% in the year ended September 30, 2022 compared to 42% in the year ended September 30, 2021, primarily as the result of the increase in interest income.

Segment income increased $96.1 million, or 50%, to $288.3 million in the year ended September 30, 2022 compared to $192.2 million in the year ended September 30, 2021, principally driven by the growth in operating revenues which was partially offset by a $16.5 million increase in other fixed expenses and a $3.1 million increase in bad debts, net of recoveries and impairment. The increase in other fixed expenses principally related to a $4.0 million increase in shared service allocations, a $3.2 million increase in travel and business development, a $2.8 million increase in professional fees, a $1.9 million increase in insurance expense and a $1.5 million increase in selling and marketing.

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Institutional

We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net359.27%337.28%312.0
Commission and clearing fees268.8(5)%283.815%246.0
Consulting, management, and account fees72.9126%32.279%18.0
Interest income812.7355%178.693%92.4
Total revenues1,513.682%831.824%668.4
Cost of sales of physical commodities—%—%
Operating revenues1,513.682%831.824%668.4
Transaction-based clearing expenses187.9(7)%202.410%184.1
Introducing broker commissions35.412%31.715%27.5
Interest expense758.3564%114.2205%37.4
Net operating revenues532.010%483.515%419.4
Variable compensation and benefits180.5(4)%188.419%158.5
Net contribution351.519%295.113%260.9
Fixed compensation and benefits59.716%51.311%46.1
Other fixed expenses77.515%67.445%46.5
Bad debts, net of recoveries(1.5)(183)%1.8200%0.6
Total non-variable direct expenses135.713%120.529%93.2
Other gain2.1n/mn/m
Segment income$217.925%$174.64%$167.7
Year Ended September 30,
2023% Change2022% Change2021
Operating Revenues (in millions):
Listed derivatives$186.0(2)%$190.016%$164.1
Securities973.690%513.418%436.0
FX contracts39.439%28.476%16.1
Interest / fees earned on client balances239.5420%46.1352%10.2
Other75.139%53.928%42.0
$1,513.682%$831.824%$668.4
Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)125,862(3)%130,28513%115,197
Listed derivatives, average rate per contract (1)$1.36—%$1.36(1)%$1.38
Average client equity - listed derivatives (millions)$5,21047%$3,54762%$2,195
Securities ADV ( millions)$5,25752%$3,45925%$2,776
Securities RPM (2)$301(40)%$503(15)%$593
Average money market / FDIC sweep client balances (millions)$1,338(25)%$1,78421%$1,471
FX contracts ADV ( millions)$4,3218%$3,983142%$1,647
FX contracts RPM$3732%$28(26)%$38
n/m = not meaningful to present as a percentage
(1) Give up fees, related to contract excution for clients of other FCMs, are excluded from the calculation of listed derivative, average rate per contract.
(2) Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $681.8 million, or 82%, to $1,513.6 million in the fiscal year ended September 30, 2023 compared to $831.8 million in the fiscal year ended September 30, 2022. Net operating revenues increased $48.5 million, or 10%, to $532.0 million in the fiscal year ended September 30, 2023 compared to $483.5 million in the fiscal year ended September 30, 2022.

Operating revenues derived from listed derivatives declined $4.0 million, or 2%, to $186.0 million in the fiscal year ended September 30, 2023 compared to $190.0 million in the fiscal year ended September 30, 2022, principally driven by a 3% decline in listed derivative contract volumes as the average rate per contract was flat compared to the fiscal year ended September 30, 2022.

Operating revenues derived from securities transactions increased $460.2 million, or 90%, to $973.6 million in the fiscal year ended September 30, 2023 compared to $513.4 million in the fiscal year ended September 30, 2022. The ADV of securities traded increased 52%, principally driven by increased client activity in both equity and fixed income markets. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short-term interest rates, we have amended our calculation of the securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. The securities RPM decreased 40% in the fiscal year ended September 30, 2023 compared to the fiscal year ended September 30, 2022, principally due to a tightening of spreads and a change in product mix.

Operating revenues derived from FX contracts increased $11.0 million, or 39%, to $39.4 million in the fiscal year ended September 30, 2023 compared to $28.4 million in the fiscal year ended September 30, 2022, primarily driven by a 8% increase in the ADV of FX contracts traded as well as a 32% increase in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $193.4 million, to $239.5 million in the fiscal year ended September 30, 2023 compared to $46.1 million in the fiscal year ended September 30, 2022, principally driven by a significant increase in short-term interest rates, as well as a 47% increase in average client equity compared to the prior year period, which was partially offset by a 25% decline in average money market / FDIC sweep client balances.

As a result of the increase in short-term interest rates and the increase in the ADV, interest expense increased $644.1 million, to $758.3 million in the fiscal year ended September 30, 2023 compared to $114.2 million the fiscal year ended September 30, 2022, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $494.4 million, interest paid to clients increasing $117.7 million and interest expense directly attributable to securities lending activities increasing $16.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 27% in the fiscal year ended September 30, 2023 compared to 51% in the fiscal year ended September 30, 2022, principally as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $43.3 million, or 25%, to $217.9 million in the fiscal year ended September 30, 2023 compared to $174.6 million in the fiscal year ended September 30, 2022, primarily as a result of the increase in net operating revenues noted above, as well as a $2.1 million foreign exchange antitrust class action settlement received in our institutional foreign exchange prime brokerage business. The increase in net operating revenues was partially offset by a $15.2 million, or 13% increase in non-variable direct expenses versus the fiscal year ended September 30, 2022. 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. These increases were partially offset by a $3.3 million positive variance in bad debts, net of recoveries compared to the fiscal year ended September 30, 2022. Segment income was also favorably impacted by a nonrecurring gain related to proceeds received of $2.1 million resulting from an institutional-based foreign exchange antitrust class action settlement.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $163.4 million, or 24%, to $831.8 million in the year ended September 30, 2022 compared to $668.4 million in the year ended September 30, 2021. Net operating revenues increased $64.1 million, or 15%, to $483.5 million in the year ended September 30, 2022 compared to $419.4 million in the year ended September 30, 2021.

Operating revenues derived from listed derivatives increased $25.9 million, or 16%, to $190.0 million in the year ended September 30, 2022 compared to $164.1 million in the year ended September 30, 2021, principally driven by a 13% increase in listed derivative contract volumes compared to the year ended September 30, 2021, as a result of both an increase in market volatility as well as an increase in the number of clients in this business. This was partially offset by a 1% decline in the average rate per contract in the year ended September 30, 2022 compared to the year ended September 30, 2021.

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Operating revenues derived from securities transactions increased $77.4 million, or 18%, to $513.4 million in the year ended September 30, 2022 compared to $436.0 million in the year ended September 30, 2021. The ADV of securities traded increased 25%, principally driven by increased client activity in fixed income markets and to a lesser extent equity products. The RPM traded declined 15% in the year ended September 30, 2022 compared to the year ended September 30, 2021.

Operating revenues derived from FX contracts increased $12.3 million, or 76%, to $28.4 million in the year ended September 30, 2022 compared to $16.1 million in the year ended September 30, 2021, primarily driven by a 142% increase in the ADV of FX contracts traded as a result of heightened volatility in global FX markets. The effect of the increase in ADV was partially offset by a 26% decline in the average rate per contract due to changes in product and client mix.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing and independent wealth management businesses, increased $35.9 million, or 352%, to $46.1 million in the year ended September 30, 2022 compared to $10.2 million in the year ended September 30, 2021, as result of a 62% increase in average client equity and a 21% increase in average FDIC sweep client balances combined with a significant increase in short term interest rates.

As a result of the increase in short term interest rates and the increase in ADV, interest expense increased 205% compared to the prior year, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $52.7 million, interest paid to clients increasing $14.5 million and interest expense directly attributable to securities lending activities increasing $5.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 51% in the year ended September 30, 2022 compared to 55% in the year ended September 30, 2021, primarily as the result of the increase in interest income.

Segment income increased $6.9 million, or 4%, to $174.6 million in the year ended September 30, 2022 compared to $167.7 million in the year ended September 30, 2021, primarily as a result of the increase in net operating revenues noted above, which was partially offset by a $26.1 million, or 28% increase in non-variable direct expenses, excluding bad debts versus the year ended September 30, 2021. The increase in non-variable direct expenses, excluding bad debts was primarily related to a $5.2 million increase in fixed compensation and benefits, a $3.9 million increase in trade systems and market information, a $6.2 million increase in professional fees and a $3.0 million increase in travel and business development.

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Retail

We provide our retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex") and CFDs, which are investment products with returns linked to the performance of underlying assets, and both financial trading and physical investment in precious metals. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Retail segment, for the periods indicated.

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Sales of physical commodities$571.3(36)%$889.9(42)%$1,541.3
Principal gains, net186.4(39)%307.445%212.7
Commission and clearing fees46.3(9)%50.8(14)%58.9
Consulting, management, and account fees53.64%51.613%45.5
Interest income30.9587%4.5200%1.5
Total revenues888.5(32)%1,304.2(30)%1,859.9
Cost of physical commodities sold555.5(37)%877.5(42)%1,511.9
Operating revenues333.0(22)%426.723%348.0
Transaction-based clearing expenses16.2(38)%26.22%25.7
Introducing broker commissions83.8(12)%95.6(3)%98.2
Interest expense5.7185%2.018%1.7
Net operating revenues227.3(25)%302.936%222.4
Variable compensation and benefits14.6(35)%22.626%18.0
Net contribution212.7(24)%280.337%204.4
Fixed compensation and benefits47.5(15)%55.78%51.6
Other fixed expenses117.13%113.335%83.9
Bad debts, net of recoveries2.3—%2.3109%1.1
Total non-variable direct expenses166.9(3)%171.325%136.6
Other gain(100)%6.4n/m
Segment income$45.8(60)%$115.470%$67.8

The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Retail segment for the periods indicated.

Year Ended September 30,
2023% Change2022% Change2021
Operating Revenues (in millions):
Securities$90.4(7)%$97.0(1)%$97.6
FX / CFD contracts222.5(28)%310.938%225.9
Physical contracts12.0(14)%13.9(32)%20.4
Interest / fees earned on client balances3.058%1.958%1.2
Other5.170%3.03%2.9
$333.0(22)%$426.723%$348.0
Select data (all $ amounts are U.S. dollar equivalents):
FX / CFD contracts ADV (millions)$7,622(18)%$9,2903%$8,989
FX / CFD contracts RPM$115(11)%$12932%$98

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues decreased $93.7 million, or 22%, to $333.0 million in the fiscal year ended September 30, 2023 compared to $426.7 million in the fiscal year ended September 30, 2022. Net operating revenues decreased $75.6 million, or 25%, to $227.3 million in the fiscal year ended September 30, 2023 compared to $302.9 million in the fiscal year ended September 30, 2022.

Operating revenues derived from FX/CFD contracts declined $88.4 million, or 28%, to $222.5 million, primarily as a result of 11% and 18% declines in RPM and FX/CFD contracts ADV, respectively, compared to the fiscal year ended September 30, 2022. These declines were principally driven by diminished volatility and tighter trading ranges in our larger volume markets which resulted in reduced client trading activity and spread capture.

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Operating revenues derived from securities transactions, which are related to our independent wealth management activities, declined $6.6 million, or 7%, to $90.4 million in the fiscal year ended September 30, 2023 compared to $97.0 million in the fiscal year ended September 30, 2022.

Operating revenues derived from physical contracts increased $1.9 million, or 14%, to $12.0 million in the fiscal year ended September 30, 2023 compared to $13.9 million in the fiscal year ended September 30, 2022.

Interest and fee income earned on client balances increased $1.1 million, or 58%, to $3.0 million primarily as a result of an increase in short-term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 34% in the fiscal year ended September 30, 2023 compared to 34% in the fiscal year ended September 30, 2022.

Segment income decreased $69.6 million, or 60%, to $45.8 million in the fiscal year ended September 30, 2023 compared to $115.4 million in the fiscal year ended September 30, 2022, primarily as a result of the decline in net operating revenues noted above. Non-variable direct expenses declined $4.4 million, or 3%, compared to the fiscal year ended September 30, 2022, principally driven by a $3.3 million decline in direct selling and marketing costs. The fiscal year ended September 30, 2022 included a non-recurring $6.4 million foreign exchange antitrust class action settlement received in our Retail forex business.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $78.7 million, or 23%, to $426.7 million in the year ended September 30, 2022 compared to $348.0 million in the year ended September 30, 2021. Net operating revenues increased $80.5 million, or 36%, to $302.9 million in the year ended September 30, 2022 compared to $222.4 million in the year ended September 30, 2021.

Operating revenues derived from FX / CFD contracts increased $85.0 million, or 38%, to $310.9 million, primarily as a result of a 32% increase in RPM and a 3% increase in FX/CFD contracts ADV compared to the year ended September 30, 2021. These increases were principally driven by heightened volatility which results in increased client trading activity and spread capture.

Operating revenues derived from securities transactions declined $0.6 million, or 1%, to $97.0 million in the year ended September 30, 2022 compared to $97.6 million in the year ended September 30, 2021.

Operating revenues derived from physical contracts declined $6.5 million, or 32%, to $13.9 million in the year ended September 30, 2022 compared to $20.4 million in the year ended September 30, 2021, with the comparative prior year period reflecting a strong performance related to heightened client activity caused by the Covid-19 pandemic.

Interest and fee income earned on client balances increased $0.7 million, or 58%, to $1.9 million primarily as a result of an increase in short term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 34% in the year ended September 30, 2022 compared to 41% in the year ended September 30, 2021, with the decrease in the variable rate percentage being driven by the strong growth in operating revenues derived from FX/CFD contracts which has a lower variable rate cost base.

Segment income increased $47.6 million, or 70%, to $115.4 million in the year ended September 30, 2022 compared to $67.8 million in the year ended September 30, 2021, primarily as a result of the increase in net operating revenues noted above, as well as a $6.4 million foreign exchange antitrust class action settlement received in the year ended September 30, 2022 in our Retail forex business. Non-variable direct expenses increased $34.7 million, or 25%, compared to the year ended September 30, 2021. The increase in non-variable direct expenses, was primarily a result of a $14.9 million increase in selling and marketing expenses, a $4.1 million increase in fixed compensation and benefits, a $3.6 million increase depreciation and amortization, a $2.5 million increase in trading systems and market information, a $1.9 million increase in travel and business development and a $1.4 million increase in professional fees.

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Global Payments

We provide customized payment, technology and treasury services to banks and commercial businesses as well as charities and non-governmental and government organizations. We provide transparent pricing and offer payments services in more than 180 countries and 140 currencies, which we believe is more than any other payments solutions provider.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Global Payments segment for the periods indicated.

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net200.323%162.926%128.8
Commission and clearing fees7.216%6.219%5.2
Consulting, management, account fees3.421%2.8(15)%3.3
Interest income1.71,600%0.1n/m
Total revenues212.624%172.025%137.3
Cost of sales of physical commodities—%—%
Operating revenues212.624%172.025%137.3
Transaction-based clearing expenses6.8(13)%7.820%6.5
Introducing broker commissions2.353%1.588%0.8
Interest expense0.2—%0.2100%0.1
Net operating revenues203.325%162.525%129.9
Variable compensation and benefits38.824%31.319%26.2
Net contribution164.525%131.227%103.7
Fixed compensation and benefits36.694%18.929%14.7
Other fixed expenses18.827%14.844%10.3
Bad debts(100)%0.1(50)%0.2
Total non-variable direct expenses55.464%33.834%25.2
Segment income$109.112%$97.424%$78.5
Year Ended September 30,
2023% Change2022% Change2021
Operating Revenues (in millions):
Payments$208.324%$167.825%$133.8
Other4.32%4.220%3.5
$212.624%$172.025%$137.3
Select data (all $ amounts are U.S. dollar equivalents):
Global Payments ADV (millions)$678%$6215%$54
Global Payments RPM$12,36714%$10,88010%$9,921

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Operating revenues increased $40.6 million, or 24%, to $212.6 million in the fiscal year ended September 30, 2023 compared to $172.0 million in the fiscal year ended September 30, 2022. Net operating revenues increased $40.8 million, or 25%, to $203.3 million in the fiscal year ended September 30, 2023 compared to $162.5 million in the fiscal year ended September 30, 2022.

The increase in operating revenues was primarily driven by an 8% increase in the average daily volume, as well as a 14% increase in the RPM traded compared to the fiscal year ended September 30, 2022.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 23% in the fiscal year ended September 30, 2023 compared to 24% in the fiscal year ended September 30, 2022.

Segment income increased $11.7 million, or 12%, to $109.1 million in the fiscal year ended September 30, 2023 compared to $97.4 million in the fiscal year ended September 30, 2022. This increase was primarily driven by the increase in net operating revenues noted above, which was partially offset by a $21.6 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily driven by a $17.7 million increase in fixed compensation and benefits, including

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$10.0 million in severance related to a reorganization of the business. This reorganization plan will include a decline in variable compensation and benefits as a percentage of operating revenues going forward.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $34.7 million, or 25%, to $172.0 million in the year ended September 30, 2022 compared to $137.3 million in the year ended September 30, 2021. Net operating revenues increased $32.6 million, or 25%, to $162.5 million in the year ended September 30, 2022 compared to $129.9 million in the year ended September 30, 2021.

The increase in operating revenues was primarily driven by a 15% increase in the average daily volume as well as a 10% increase in the RPM traded compared to the year ended September 30, 2021.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in both the years ended September 30, 2022 and 2021.

Segment income increased $18.9 million, or 24%, to $97.4 million in the year ended September 30, 2022 compared to $78.5 million in the year ended September 30, 2021. This increase primarily resulted from the increase in net operating revenues, partially offset by a $8.6 million increase in non-variable direct expenses versus the prior year period, which includes a $4.2 million increase in fixed compensation and benefits, a $1.2 million increase in travel and business development and a $0.7 million increase in non-trading technology and support.

Unallocated Costs and Expenses

The following table is a breakout of our unallocated costs and expenses from the total costs and expenses shown above. The unallocated costs and expenses include certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities.

Year Ended September 30,
(in millions)2023% Change2022% Change2021
Compensation and benefits:
Variable compensation and benefits$67.614%$59.558%$37.6
Fixed compensation and benefits156.431%119.2—%119.1
224.025%178.714%156.7
Other expenses:
Occupancy and equipment rental39.410%35.78%33.1
Non-trading technology and support43.113%38.320%31.8
Professional fees26.31%26.113%23.0
Depreciation and amortization22.64%21.714%19.0
Communications6.620%5.5(15)%6.5
Selling and marketing4.4(24)%5.8241%1.7
Trading systems and market information7.767%4.610%4.2
Travel and business development5.538%4.0208%1.3
Other21.315%18.6(21)%23.4
176.910%160.311%144.0
Total compensation and other expenses$400.918%$339.013%$300.7

Year Ended September 30, 2023 Compared to Year Ended September 30, 2022

Total unallocated costs and other expenses increased $61.9 million, or 18%, to $400.9 million in the fiscal year ended September 30, 2023 compared to $339.0 million in the fiscal year ended September 30, 2022. Compensation and benefits increased $45.3 million, or 25%, to $224.0 million in the fiscal year ended September 30, 2023 compared to $178.7 million in the fiscal year ended September 30, 2022.

The increase in variable and non-variable compensation is partially related to the move of certain client engagement teams out of discrete business lines and into shared services, and replacing compensation expense in those discrete business lines with a non-variable charge. Additionally, the increase in non-variable compensation is partially a result of hiring among our compliance and IT departments, principally due to company growth, and within the accounting department, principally due to the CDI acquisition.

Also, the increase in non-variable compensation is related to annual merit increases, as well as the acceleration of share-based compensation related to employee departures that are related to retirements and certain business reorganizations. Additionally, the increase in variable compensation is principally due to higher performance, and to a lessor extent, an increase in headcount.

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Other non-compensation expenses increased $16.6 million, or 10%, to $176.9 million in the fiscal year ended September 30, 2023 compared to $160.3 million in the fiscal year ended September 30, 2022 principally due to higher occupancy costs, principally related to an increase in property tax assessments in London, non-trading technology maintenance and support costs for the various systems used by the support services departments, and travel and business development costs, partially offset by lower selling and marketing costs due principally to the bi-annual global sales and strategy meeting held in March 2022.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Total unallocated costs and other expenses increased $38.3 million, or 13%, to $339.0 million in the year ended September 30, 2022 compared to $300.7 million in the year ended September 30, 2021. Compensation and benefits increased $22.0 million, or 14%, to $178.7 million in the year ended September 30, 2022 compared to $156.7 million in the year ended September 30, 2021.

During the year ended September 30, 2022, the increase in variable compensation and benefits was principally related to higher incentives driven by increased company performance over the prior year. Fixed compensation and benefits increased modestly during the year ended September 30, 2022, principally due to increased headcount, partially offset by lower severance costs. During the year ended September 30, 2022, severance costs were $0.9 million. During the year ended September 30, 2021, severance costs were $3.5 million, principally due to the departure of certain corporate senior officers.

During the year ended September 30, 2022, the increase in non-trading technology and support is principally due to an increase in non-trading software licensing and maintenance costs within our IT department. During the year ended September 30, 2022, the increase in selling and marketing expenses is principally due to the costs of holding our bi-annual global sales and strategy meeting in March 2022. During the year ended September 30, 2022, the increase in travel and business development is principally due to increased travel among the support functions with the lifting of certain social distancing and travel restrictions, following periods of limited travel due to responses by governments and societies to the COVID-19 pandemic.

Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We continuously evaluate how effectively our policies support our business operations. We have historically financed our liquidity and capital needs principally with funds generated from our subsidiaries' operations, issuing debt and equity securities, and accessing committed credit facilities. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with our past practice. Liquidity and capital matters are reported regularly to our Board of Directors.

Regulatory

StoneX Financial Inc. is registered as a broker-dealer with the SEC and is a member of both FINRA and MSRB. In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. StoneX Financial Inc. is also subject to Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).

Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

StoneX Markets LLC is a CFTC registered swap dealer, whose business is overseen by the NFA. The CFTC imposes rules over net capital requirements, as well as the exchange of initial margin between registered swap dealers and certain counterparties.

These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.

StoneX Financial Ltd is regulated by the FCA, the regulator of investment firms in the U.K. as a MiFID investment firm under U.K. law, and is subject to regulations which impose regulatory capital requirements. In Europe, our regulated subsidiaries are subject to E.U. regulation. Across the U.K. and E.U., the respective transpositions of the Market Abuse Regulation, and the

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General Data Protection Regulation, also apply. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s ‘MIFIDPRU’ regulation. To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.

The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.

In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.

We continuously review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.

As of September 30, 2023, we had total equity of $1,379.1 million, outstanding loans under revolving credit and other facilities of $341.0 million and $342.1 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of September 30, 2023, approximately 97% of our assets consisted of cash; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from exchange-clearing organizations, broker-dealers, clearing organizations and counterparties; client receivables; marketable financial instruments and investments; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

As of September 30, 2023, we had deferred tax assets totaling $45.4 million. We are required to assess the need for deferred tax asset valuation allowances at each reporting period. We record a valuation allowance against deferred tax assets when it is considered more likely than not that we will not realize all or a portion of our deferred tax assets. The valuation allowance for deferred tax assets as of September 30, 2023 and 2022 was $12.4 million and $15.8 million, respectively. The valuation allowances as of September 30, 2023 and 2022 were primarily related to U.S. state and local, and foreign net operating loss carryforwards and foreign tax credits that, in the judgment of management, are not more likely than not to be realized.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk related to our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

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We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

OptionSellers

In November 2018, balances in approximately 300 accounts of the FCM division of our wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels and into deficit balances. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with StoneX Financial Inc.’s client agreements and obligations under market regulation standards.  As of September 30, 2023, the receivable from these client accounts, net of collections and other allowable deductions was $17.2 million, with no individual account receivable exceeding $1.4 million. As of September 30, 2023, the allowance against these uncollected balances was $5.1 million. The Company is pursuing collection of the uncollected balances through arbitration proceedings against the account holders. The Company will consider developments in these proceedings, and any other relevant matters, in determining whether any changes in the allowance against the uncollected balances are required.

Depending on future collections and the outcomes of arbitration proceedings, any provisions for bad debts and actual losses may or may not be material to our financial results. However, we believe that the likelihood of a material adverse outcome is remote, and do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements. Additional information on this matter can be found in Note 13 of the Consolidated Financial Statements.

Primary Sources and Uses of Cash

Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions and our growth. Our total assets as of September 30, 2023 and 2022, were $21.9 billion and $19.9 billion, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices and changes in the balances of financial instruments and commodities inventory. Certain of our subsidiaries occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Markets LLC, and Gain Capital Group, LLC are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds is held with high-quality institutions, under highly liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $35.5 million and $29.7 million for the fiscal years ended September 30, 2023 and 2022, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

In June 2020, we issued $350.0 million in aggregate principal amount of our 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior second lien secured basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.

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The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year. We incurred debt issuance costs of $9.5 million in connection with the issuance of the Notes, which are being amortized over the term of the Notes under the effective interest method. We have had the right, since June 15, 2022, to redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture.

Committed Credit Facilities

As of September 30, 2023, we had five committed bank credit facilities, totaling $1,200.0 million, of which $278.0 million was outstanding. Additional information regarding our bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. The credit facilities include:

•A first-lien senior secured syndicated loan facility under which $500.0 million is available to us for general working capital requirements and capital expenditures. The revolving credit facility was amended during the year ended September 30, 2023 to increase the amount available and extend the maturity date to April 21, 2026. The maturity date remains April 21, 2025 for one lender representing $42.5 million of the facility commitment.

•An unsecured line of credit committed until October 29, 2024, under which $190.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding of margin to commodity exchanges as necessary.

•A syndicated borrowing facility committed until July 28, 2024, under which $400.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to finance commodity financing arrangements and commodity repurchase agreements.

•An unsecured syndicated loan facility committed until October 12, 2024, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $100.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding of margin to commodity exchanges as necessary.

•An unsecured revolving credit facility committed until September 6, 2024, under which $10.0 million is available to our wholly owned subsidiary, StoneX Financial Pte. Ltd. for general working capital requirements.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone subsidiary basis, in certain cases, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2023, we and our subsidiaries are in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our first-lien senior secured syndicated revolving loan facility, during the trailing twelve months ended September 30, 2023, interest expense directly attributable to trading activities includes $556.7 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $39.4 million in connection with securities lending activities.

As reflected above, $410.0 million of the Company’s committed credit facilities are scheduled to expire during the upcoming year. The Company intends to renew or replace all of its facilities as they expire over time, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.

Uncommitted Credit Facilities

We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of September 30, 2023 and September 30, 2022, the Company had $55.5 million and $0.0 million total borrowings outstanding under these uncommitted credit facilities, respectively.

Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2023. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements.

Our subsidiary, StoneX Markets LLC, is a CFTC registered swap dealer, and under these capital rules is subject to a minimum regulatory capital requirement. StoneX Markets has elected to utilize the “bank-based” approach, as reflected in CFTC Rule 23.101(a)(1)(i) to calculate its capital requirements. Under the “bank-based” approach StoneX Markets must satisfy the following capital requirements: Common Equity Tier 1 (“CET1”) capital of at least $20 million; (ii) CET1 equal to at least

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6.5% of its risk weighted assets (“RWA”); (iii) CET1, Additional Tier 1, and Tier 2 (collectively, total aggregate Bank Holding Company (“BHC”) capital) equal to at least 8% of its RWA; (iv) total aggregate BHC capital equal to 8% of its uncleared swap margin; and (v) the minimum capital required by NFA. Aggregate BHC capital and the related net capital requirement may fluctuate on a daily basis.

Compliance with this or other swap-related regulatory capital requirements may require us to devote more capital to these businesses or otherwise restructure our operations, such as by combining these businesses with other regulated subsidiaries that must also satisfy regulatory capital requirements. StoneX Markets LLC has faced, and may continue to face, increased costs due to the registration and regulatory requirements listed above, as may any other of our subsidiaries that may be required to register, or may register voluntarily, as a swap dealer and/or swap execution facility.

Cash Flows

We include client cash and securities that meet the short term requirement for cash classification to be segregated for regulatory purposes in our consolidated statements of cash flows. We hold a significant amount of U.S. Treasury obligations which represent investment of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our consolidated statements of cash flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the consolidated statements of cash flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents decreased from $6,285.1 million as of September 30, 2022 to $6,041.7 million as of September 30, 2023, a net decrease of $243.4 million. Net cash of $23.7 million was used in operating activities, including movements typical of our operations, with large changes coming from financial instruments owned, payable to broker dealers, funds with broker dealers and clearing organizations, as well as securities purchased and securities sold.

Net cash used in financing activities during the fiscal year ended September 30, 2023 included significant outflows from payables to lenders under 90 days of $119.3 million, net outflows from payables to lenders greater than 90 days of $35.0 million and payments of deferred acquisitions costs of $18.7 million. Also, we received $3.7 million related to employee stock option exercises. We did not repurchase any of our outstanding common stock during the years ended September 30, 2023 and September 30, 2022.

In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We continuously evaluate opportunities to expand our business. Investing activities include $46.9 million in capital expenditures for property and equipment during the fiscal year ended September 30, 2023 compared to $49.5 million during the fiscal year ended September 30, 2022 and $62.1 million during the fiscal year ended September 30, 2021. Capital expenditures over the past three years have primarily included software development, core information technology hardware acquisitions, and leasehold improvements on office space.

Investing activities also include $6.1 million in cash payments for the acquisition of businesses during the fiscal year ended September 30, 2023 compared to $0.2 million during the fiscal year ended September 30, 2022 and $2.4 million during the

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fiscal year ended September 30, 2021. Further information about business acquisitions is contained in Note 20 to the Consolidated Financial Statements. These amounts were offset by smaller inflows related to sales of equipment and exchange membership stock, mainly in the year ended September 30, 2021.

On August 30, 2023, our Board of Directors authorized the repurchase of up to 1.0 million shares of our outstanding common stock in open market purchases and private transactions, commencing on October 1, 2023 and ending on September 30, 2024. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

Contractual Obligations

The following table summarizes our cash payment obligations as of September 30, 2023:

Payments Due by Period
(in millions)TotalLess than 1 year1 - 3 Years3 - 5 YearsAfter 5 Years
Operating lease obligations$183.3$19.9$39.9$37.6$85.9
Purchase obligations(1)5,703.45,703.4
Payable to lenders under loans341.0159.1181.9
Senior secured borrowings347.9347.9
Contingent acquisition consideration1.51.5
Other60.819.123.314.04.4
$6,637.9$5,901.5$593.0$53.1$90.3

(1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities. Unpriced contract commitments have been estimated using September 30, 2023 fair values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $5,689.0 million.

Total contractual obligations exclude defined benefit pension obligations. We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2023. During the year ending September 30, 2024, we anticipate making future benefit payments of $2.1 million related to the defined benefit plans. Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements.

Based upon our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both

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clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold options and futures on options contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the consolidated financial statements as of September 30, 2023 and 2022, at fair value of the related financial instruments, totaling $3,085.6 million and $2,469.6 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value, and Physical commodities inventory, net. We will incur losses if the fair value of the Financial instruments sold, not yet purchased, increases subsequent to September 30, 2023, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2023. The totals of $3,085.6 million and $2,469.6 million include a net liability of $288.3 million and $384.0 million for derivatives, based on their fair value as of September 30, 2023 and 2022, respectively.

We do not anticipate non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guaranties to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2023 and 2022.

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Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, which may not be readily recoverable from increasing the prices of our services. While rising interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, as well as the recorded amounts of revenue and expenses during the reported period. The accounting policies discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.

Valuation of Financial Instruments and Foreign Currencies

Description

Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization. These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased. Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings.

Foreign currency translation is an estimate critical to consolidating in our reporting currency. The value of certain assets and liabilities denominated in foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period. For foreign currency transactions completed during each reporting period, the relevant exchange rate at the time is used before translation into U.S. dollar equivalent for consolidated reporting.

Judgment and Uncertainties

At each period end, using professional judgment and industry expertise, we select fair values for financial instruments. Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker dealer price quotations. We use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, we may need to make certain assumptions to determine the fair value.

Effect if Actual Results Differ From Assumptions

Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment. We believe that the likelihood that of such an outcome is low and, if it should be the case, it is likely to not be significant. This view is supported by a few key factors:

•Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information.

•We have robust controls and procedures surrounding pricing and our various technologies involved in it.

•The relevant positions are generally short-term in nature.

•The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.

Revenue Recognition

Description

A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis. We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or

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depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.

A substantial amount of our revenues derive from Commission and clearing fees. These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions. We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.

We recognize revenue on commodities that are purchased for physical delivery to clients when we meet our obligations to our clients and in an amount equal to the consideration we expect to receive at that point in time.

Judgment and Uncertainties

Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations.

Effect if Actual Results Differ From Assumptions

If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated. We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period. In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as we satisfy our performance obligations, and we do not need to estimate when that may have occurred.

Income Taxes

Description

We are subject to income taxes in the U.S. and numerous foreign jurisdictions.

Judgment and Uncertainties

Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. We do not currently have any uncertain tax positions.

Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances. If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Effect if Actual Results Differ From Assumptions

We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements. The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.

Accounting Standards Update

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606, Revenue from Contacts with Customers, in order to recognize contract liabilities in alignment with the definition of performance obligations. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, which means that it will be effective for our fiscal year beginning October 1, 2023. Early adoption is permitted. We do not believe that adoption of ASU 2021-08 will have a significant impact on our consolidated financial statements. We do not expect any other recently issued accounting pronouncements to have a significant effect on our financial statements.

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FY 2022 10-K MD&A

SEC filing source: 0000913760-22-000174.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-11-29. Report date: 2022-09-30.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Throughout this document, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries and the potential impact of the coronavirus (“COVID-19”) pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our clients, suppliers or business customers. 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.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We 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 3,600 employees as of September 30, 2022. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information for a listing of business activities performed within our reportable segments.

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StoneX Group Inc. and its trade name "StoneX" carry forward the foundation established by Saul Stone in 1924 to today's modern financial services firm. Today, we provide an institutional-grade financial services ecosystem, connecting our clients to 40 derivatives exchanges, 185 foreign exchange markets, most global securities exchanges and over 18,000 over-the-counter markets via our networks of highly integrated digital platforms and experienced professionals. Our platform delivers support throughout the entire lifecycle of a transaction, from consulting and boots-on-the-ground intelligence, to efficient execution, to post-trade clearing, custody and settlement.

Current Trends Affecting the Financial Services Industry

Economic and financial market conditions, including those caused by the ongoing COVID-19 pandemic and the conflict between Ukraine and Russia 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, a global recession or slowdown could lead to extended periods of lower short-term interest rates and decreased volatility which could adversely affect our profitability and/or reduce our access to capital markets. 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 addition, the continuation of the COVID-19 pandemic and the conflict between Ukraine and Russia has led to increased operational and cybersecurity risks. These risks include, among others, increased demand on our information technology resources and systems and the increased risk of phishing and other cybersecurity attacks. Any failure to effectively manage these increased operational and cybersecurity demands and risks may materially adversely affect our results of operations and the ability to conduct our business. See “Risk Factors” in Part I, Item 1A in this Form 10-K for a discussion of other risks that may affect our financial condition and results of operations.

Executive Summary

Our fiscal 2022 was marked with the effects of widespread inflationary pressures on global markets, sharp increases in short term interest rates, and continued volatility in both the financial and physical commodities markets. This was especially prevalent following the Russian invasion of Ukraine, resulting in increases in client volumes and in most cases a widening of spreads captured, although we did experience a $5.4 million increase in bad debts, net of recoveries in the year ended September 30, 2022 compared to the prior year, as a result of the effect of this heightened market volatility on certain of our clients. The impact of these effects resulted in increased volumes across all of our product offerings during the year ended September 30, 2022, as well as a significant increase in interest and fee income earned on client balances. For the year ended September 30, 2022, we achieved record operating revenues across all four of our operating segments.

In fiscal 2022 we experienced strong growth in our client balances, as average client equity and average money-market/FDIC sweep balances increased 48% and 21%, respectively compared to the year ended September 30, 2021. This growth, combined with a significant increase in short term interest rates in the second half of the fiscal year, led to an increase of $63.3 million, or 243%, to $89.3 million in interest and fee income on client balances in the year ended September 30, 2022.

Operating revenues increased $434.3 million, or 26%, to $2,107.4 million in the year ended September 30, 2022 compared to $1,673.1 million in the year ended September 30, 2021, led by our Commercial and Institutional segments which added $157.3 million and $163.4 million, respectively, compared to the year ended September 30, 2021. Our Retail and Global Payments segments added $78.7 million and $34.7 million, respectively, compared to the year ended September 30, 2021.

Overall segment income increased $169.5 million, or 33%, compared to the year ended September 30, 2021. This growth in segment income was led by our Commercial segment which increased $96.1 million, or 50% compared to the year ended September 30, 2021, as a result of strong growth in operating revenues, benefiting from increased volatility and client activity. This growth in operating revenues was partially offset by a $19.5 million increase in non-variable direct expenses.

Institutional segment income increased $6.9 million, or 4% compared to the year ended September 30, 2021. This growth was principally driven by a 24% increase in operating revenues including a significant increase in both interest/fee income on client balances and in operating revenues derived from securities transactions, where securities average daily volumes (“ADV”) increased 25% compared to the year ended September 30, 2021, along with a 5% decline in securities rate per million (“RPM”) earned. This growth was partially offset by a $76.8 million increase in interest expense, primarily related to our institutional fixed income dealer and to a lesser extent our securities lending activities and interest paid to clients on their balances held. In addition, non-variable direct expenses increased $27.3 million compared to the year ended September 30, 2021.

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Segment income in our Retail segment increased $47.6 million or 70% compared to the year ended September 30, 2021, principally due to strong growth in operating revenues derived from FX/CFD contracts largely driven by a 32% increase in FX/CFD contracts RPM as a result of heightened volatility in global financial markets. This growth was partially offset by a decline in operating revenues derived from physical contracts and a $34.7 million increase in non-variable direct expenses compared to the year ended September 30, 2021.

Finally, Global Payments segment income increased $18.9 million, or 24% compared to the year ended September 30, 2021, as average daily volumes increased 15% and RPM increased 10% compared to the year ended September 30, 2021. These increases were partially offset by an $8.6 million increase in non-variable direct expenses.

Interest expense related to corporate funding purposes increased $3.4 million to $44.7 million in the year ended September 30, 2022 compared to $41.3 million in the year ended September 30, 2021, principally due to higher short-term interest rates and an increase in debt issuance costs related to the credit facility renewed in April 2022.

On the expense side, we continue to focus on maintaining our variable cost model and limiting the growth of our non-variable

expenses. Reflecting such efforts, variable expenses were 56% of total expenses in the current period, flat compared to the prior year period. Non-variable expenses, excluding bad debts increased $100.0 million compared to the year ended September 30, 2021, principally due to higher selling and marketing expenses, fixed compensation and benefits, trading system and market information, professional fees, non-trading technology, travel and business development expenses and depreciation and amortization.

Net income increased $90.8 million to $207.1 million in the year ended September 30, 2022 compared to $116.3 million in the year ended September 30, 2021. Diluted earnings per share were $10.01 for the year ended September 30, 2022 compared to $5.74 in the year ended September 30, 2021.

Selected Summary Financial Information

Results of Operations

Set forth below is our discussion of the results of our operations, as viewed by management, for the periods indicated.

Financial Overview

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Revenues:
Sales of physical commodities$64,052.656%$40,961.6(23)%$52,899.2
Principal gains, net1,145.228%892.043%622.2
Commission and clearing fees507.94%487.221%403.6
Consulting, management, and account fees111.322%91.09%83.7
Interest income219.0114%102.4(22)%130.9
Total revenues66,036.055%42,534.2(21)%54,139.6
Cost of sales of physical commodities63,928.656%40,861.1(23)%52,831.3
Operating revenues2,107.426%1,673.128%1,308.3
Transaction-based clearing expenses291.27%271.722%222.5
Introducing broker commissions160.1—%160.541%113.8
Interest expense135.5173%49.6(38)%80.4
Interest expense on corporate funding44.78%41.375%23.6
Net operating revenues1,475.928%1,150.032%868.0
Compensation and benefits794.817%679.131%518.7
Bad debts, net of recoveries and impairments15.852%10.4(44)%18.7
Other expenses394.527%309.851%205.8
Total compensation and other expenses1,205.121%999.334%743.2
Gain on acquisitions and other gains, net6.488%3.4(96)%81.9
Income before tax277.280%154.1(25)%206.7
Income tax expense70.185%37.82%37.1
Net income$207.178%$116.3(31)%$169.6
Return on average stockholders’ equity21.0%13.9%24.9%

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The tables below present a disaggregation of consolidated operating revenues and select operating data and metrics used by management in evaluating our performance, for the periods indicated:

Year Ended September 30,
2022% Change2021% Change2020
Operating Revenues (in millions):
Listed derivatives$430.511%$387.618%$328.5
OTC derivatives208.345%143.429%111.2
Securities610.414%533.616%458.3
FX / Contracts for difference (“CFD”) contracts(1)339.340%242.0262%66.9
Global payments167.825%133.817%114.6
Physical contracts194.327%152.625%122.4
Interest / fees earned on client balances89.3243%26.0(39)%42.7
Other82.719%69.52%68.4
Corporate Unallocated7.8359%1.7(88)%14.6
Eliminations(23.0)35%(17.1)(11)%(19.3)
$2,107.426%$1,673.128%$1,308.3
Column 1Column 2
(1)Operating revenues from FX / CFD contracts for the year ended September 30, 2020 included 43 trading days of Gain activity from the period post-acquisition of Gain, which was acquired effective August 1, 2020. Gain activity is shown in our Retail segment, along with our pre-existing FX activities, which are shown in our Institutional segment. Both had a full year of trading days during the years ended September 30, 2022 and 2021.
Year Ended September 30,
2022% Change2021% Change2020
Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)160,60910%146,101(6)%154,652
Listed derivatives, average rate per contract (1)$2.53(1)%$2.5529%$1.98
Average client equity - listed derivatives (millions)$5,69648%$3,84239%$2,765
Over-the-counter (“OTC”) derivatives (contracts, 000’s)2,96816%2,55721%2,113
OTC derivatives, average rate per contract$70.4927%$55.707%$52.19
Securities average daily volume (“ADV”) (millions)$3,45925%$2,77661%$1,729
Securities rate per million (“RPM”) (2)$579(5)%$610(28)%$845
Average money market / FDIC sweep client balances (millions)$1,78421%$1,47130%$1,130
FX / CFD contracts ADV (millions) (3)$13,27325%$10,63610%$9,679
FX / CFD contracts RPM$9911%$89(8)%$97
Global Payments ADV (millions)$6215%$5420%$45
Global Payments RPM$10,88010%$9,921(2)%$10,092
(1)Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)Interest income related to securities lending is excluded from the calculation of Securities RPM.
(3)ADV for the year ended September 30, 2020 included 43 trading days of Gain activity from the period post-acquisition of Gain, which was acquired effective August 1, 2020. Gain activity is shown in our Retail segment, along with our pre-existing FX activities, which are shown in our Institutional segment. Both had a full year of trading days during the years ended September 30, 2022 and 2021.

Operating Revenues

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $434.3 million, or 26%, to $2,107.4 million in the year ended September 30, 2022 compared to $1,673.1 million in the year ended September 30, 2021. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Operating revenues derived from listed derivatives increased $42.9 million, or 11%, to $430.5 million in the year ended September 30, 2022 compared to $387.6 million in the year ended September 30, 2021, principally driven by a 10% increase in listed derivative volumes.

Operating revenues in OTC derivatives increased $64.9 million, or 45%, to $208.3 million in the year ended September 30, 2022 compared to $143.4 million in the year ended September 30, 2021. This growth was principally driven by increased client activity in agricultural and soft commodity markets which resulted in a 16% increase in OTC contract volumes, as well as a 27% increase in the average rate per contract as a result of wider spreads in FX hedging and energy and renewable fuels markets.

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Operating revenue from securities transactions increased $76.8 million, or 14%, to $610.4 million in the year ended September 30, 2022 compared to $533.6 million in the year ended September 30, 2021. This increase was principally a result of a 25% increase in securities ADV driven by increased client activity in fixed income markets, which was partially offset by a 5% decline in RPM as a result of lower spreads in equity products.

Operating revenues from FX/CFD contracts increased $97.3 million, or 40%, to $339.3 million in the year ended September 30, 2022 compared to $242.0 million in the year ended September 30, 2021, principally as a result of a 25% increase in FX/CFD contracts ADV, as well as a 11% increase in FX/CFD contracts RPM, both of which were driven by heightened volatility in global financial markets.

Operating revenues from global payments increased by $34.0 million, or 25%, to $167.8 million in the year ended September 30, 2022 compared to $133.8 million in the year ended September 30, 2021, principally as a result of a 15% increase in ADV, as well as a 10% increase in payments RPM.

Operating revenues from physical contracts increased $41.7 million, or 27%, to $194.3 million in the year ended September 30, 2022 compared to $152.6 million in the year ended September 30, 2021, principally due to increased client activity in agricultural and energy commodities, as well as continued strong client demand for precious metals.

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 $63.3 million, or 243%, to $89.3 million in the year ended September 30, 2022 compared to $26.0 million in the year ended September 30, 2021, principally as a result of an increase in short term interest rates as well as increases in average client equity and average FDIC sweep client balances of 48% and 21%, respectively.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $364.8 million, or 28% to $1,673.1 million in the year ended September 30, 2021 compared to $1,308.3 million in the year ended September 30, 2020. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Operating revenues from listed derivatives increased $59.1 million, or 18% to $387.6 million in the year ended September 30, 2021 compared to $328.5 million in the year ended September 30, 2020, principally driven by a 29% increase in the average rate per contract, which was partially offset by a 6% decline in listed derivative volumes.

Operating revenues in OTC derivatives increased $32.2 million, or 29% to $143.4 million in the year ended September 30, 2021 compared to $111.2 million in the year ended September 30, 2020. This growth was principally driven by increased client activity in agricultural markets which drove a 21% increase in OTC contract volumes.

Operating revenue from Securities transactions increased $75.3 million, or 16% to $533.6 million in the year ended September 30, 2021 compared to $458.3 million in the year ended September 30, 2020. This was principally a result of a 61% increase in securities ADV driven by increased client activity in fixed income markets and to a lesser extent equity products, which was partially offset by a 28% decline in RPM as a result of lower spreads in fixed income products.

Operating revenues from FX/CFD contracts increased $175.1 million, or 262% to $242.0 million in the year ended September 30, 2021 compared to $66.9 million in the year ended September 30, 2020, as a result of an incremental $183.0 million increase in FX/CFD contracts operating revenues in our Retail segment resulting from the acquisition of Gain, which was partially offset by lower FX operating revenues in our Institutional FX prime brokerage business.

Operating revenues from global payments increased by $19.2 million, or 17% to $133.8 million in the year ended September 30, 2021 compared to $114.6 million in the year ended September 30, 2020, principally as a result of a 20% increase in ADV.

Operating revenues from physical contracts increased $30.2 million, or 25% to $152.6 million in the year ended September 30, 2021 compared to $122.4 million in the year ended September 30, 2020, principally due to increased client activity in agricultural and energy commodities as well as continued strong client demand for precious metals.

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, declined $16.7 million, or 39%, to $26.0 million in the year ended September 30, 2021 compared to $42.7 million in the year ended September 30, 2020, principally as a result of a significant decline in short term interest rates related to the FOMC’s actions to reduce the federal funds rate in March 2020. Partially offsetting the decline in short term interest rates was an increase in average client equity and average FDIC sweep client balances of 39% and 30%, respectively.

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Finally, related to the transfer of the majority of the operations of Gain’s U.K. domiciled subsidiaries into StoneX Financial Ltd., a U.S. dollar denominated entity, which was completed during the quarter ended March 2021, operating revenues for the year ended September 30, 2021 included a $4.9 million loss on derivative positions entered into to mitigate our exposure to the British Pound in the Gain subsidiaries in advance of the transfer as well as a $0.4 million foreign currency gain on revaluation related to the Gain U.K. domiciled subsidiaries. Prior to the transfer, the assets and liabilities of Gain’s U.K. subsidiaries were subject to translation to the U.S. dollar, and for the period beginning October 2020 through March 31, 2021, the foreign currency translation adjustment related to Gain’s U.K. subsidiaries resulted in a $10.3 million increase in “accumulated other comprehensive income”.

Interest and Transactional Expenses

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Transaction-based clearing expenses

Year Ended September 30,
20222021$ Change% Change
Transaction-based clearing expenses$291.2$271.7$19.57%
Percentage of operating revenues14%16%

The increase in expense is principally due to higher clearing and ADR conversion fees in the Equity Capital Markets business, higher costs related to listed derivatives within the Financial Ag & Energy and Exchange-Traded Futures & Options businesses, and higher costs in our Debt Capital Markets, Global Payments, and Retail Forex businesses due to increases in average daily volumes. The decline in the percentage of operating revenues is principally due to the significant increase in interest income.

Introducing broker commissions

Year Ended September 30,
20222021$ Change% Change
Introducing broker commissions$160.1$160.5$(0.4)%
Percentage of operating revenues8%10%

The modest decrease in introducing broker commissions is principally due to lower costs within our Financial Ag & Energy and Retail Forex businesses, partially offset by increased activity in our Exchange-Traded Futures & Options, LME Metals, Physical Ag & Energy and Global Payments businesses. The decline in the percentage of operating revenues is principally due to the significant increase in interest income.

Interest expense

Year Ended September 30,
20222021$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$62.3$9.6$52.7549%
Securities borrowing23.017.65.431%
Client balances on deposit17.41.515.91,060%
Short-term financing facilities of subsidiaries and other direct interest of operating segments32.820.911.957%
135.549.685.9173%
Corporate funding44.741.33.48%
Total interest expense$180.2$90.9$89.398%

The increase in interest expense attributable to trading activities is principally due to the increase in fixed income business activities within our Institutional segment, an increase in interest on client balances principally due to higher short-term rates, and increase in average borrowings within our Commercial segment, along with the impact of the increases in short-term interest rates during the year ended September 30, 2022.

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Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Transaction-based clearing expenses

Year Ended September 30,
20212020$ Change% Change
Transaction-based clearing expenses$271.7$222.5$49.222%
Percentage of operating revenues16%17%

The increase in transaction-based clearing expenses is principally due to incremental costs in the retail forex business within our Retail segment related to the acquisition of Gain, effective August 1, 2020, and also from higher clearing and exchange fees within our Institutional segment, resulting from the increase in securities ADV, and our Commercial segment, resulting from the increase in listed derivative contract volumes.

Introducing broker commissions

Year Ended September 30,
20212020$ Change% Change
Introducing broker commissions$160.5$113.8$46.741%
Percentage of operating revenues10%9%

The increase in introducing broker commissions is principally due to increases in our Retail and Institutional segments related to incremental expense from the Gain acquisition. Additionally, higher revenues have resulted in increases costs within our Commercial segment and our Independent Wealth Management business.

Interest expense

Year Ended September 30,
20212020$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$9.6$33.5$(23.9)(71)%
Securities borrowing17.625.0(7.4)(30)%
Client balances on deposit1.54.4(2.9)(66)%
Short-term financing facilities of subsidiaries and other direct interest of operating segments20.917.53.419%
49.680.4(30.8)(38)%
Corporate funding41.323.617.775%
Total interest expense$90.9$104.0$(13.1)(13)%

The decrease in interest expense attributable to trading activities is principally due to the decrease in short-term interest rates. Interest expense on corporate funding increased principally due to incremental interest related to the issuance of our senior secured notes during June 2020, partially offset by lower short-term interest rates on our senior secured syndicated loan facility. In June 2020, we completed the issuance and sale of $350 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 at the offering price of 98.5% of the aggregate principal amount.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess the performance of our operating segments. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

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The table below presents a disaggregation of consolidated net operating revenues used by management in evaluating our performance, for the periods indicated:

Year Ended September 30,
2022% Change2021% Change2020
Net Operating Revenues (in millions):
Listed derivatives$209.420%$173.821%$143.9
OTC derivatives208.345%143.429%111.2
Securities364.92%357.824%287.9
FX / CFD contracts291.951%193.2249%55.4
Global Payments158.425%126.416%108.7
Physical contracts173.227%136.227%107.1
Interest, net / fees earned on client balances70.0206%22.9(35)%35.4
Other59.316%51.119%42.9
Corporate Unallocated(59.5)9%(54.8)124%(24.5)
$1,475.928%$1,150.032%$868.0

Compensation and Other Expenses

The following table presents a summary of expenses, other than interest and transactional expenses.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Compensation and benefits:
Variable compensation and benefits$478.127%$377.727%$296.8
Fixed compensation and benefits316.75%301.436%221.9
794.817%679.131%518.7
Other expenses:
Trading systems and market information66.213%58.827%46.3
Professional fees54.333%40.935%30.2
Non-trading technology and support52.414%46.062%28.4
Occupancy and equipment rental36.16%34.246%23.5
Selling and marketing55.366%33.3173%12.2
Travel and business development16.9276%4.5(49)%8.9
Communications8.3(11)%9.333%7.0
Depreciation and amortization44.422%36.585%19.7
Bad debts, net of recoveries and impairment15.852%10.4(44)%18.7
Other60.631%46.356%29.6
410.328%320.243%224.5
Total compensation and other expenses$1,205.121%$999.334%$743.2

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Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Compensation and Other Expenses: Compensation and other expenses increased $205.8 million, or 21%, to $1,205.1 million in the year ended September 30, 2022 compared to $999.3 million in the year ended September 30, 2021.

Compensation and Benefits:

Year Ended September 30,
(in millions)20222021$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$410.4$333.5$76.923%
Administrative, executive, and centralized and local operations67.744.223.553%
Total variable compensation and benefits478.1377.7100.427%
Variable compensation and benefits as a percentage of net operating revenues32%33%
Fixed compensation and benefits:
Non-variable salaries225.8204.721.110%
Employee benefits and other compensation, excluding share-based compensation73.182.8(9.7)(12)%
Share-based compensation17.813.93.928%
Total fixed compensation and benefits316.7301.415.35%
Total compensation and benefits$794.8$679.1$115.717%
Total compensation and benefits as a percentage of operating revenues38%41%
Number of employees, end of period3,6153,24237312%

Non-variable salaries increased principally due to the increase in headcount resulting from expanding capabilities among our business lines, as well as the growth in our operational and overhead departments supporting our business growth.

Employee benefits and other compensation, excluding share-based compensation, decreased principally due to an increase in employee-elected deferred incentive, which is exchange for restricted stock that will be amortized over a thirty-six month period following the grant date and lower severance costs, partially offset by higher payroll, benefits, and retirement costs from the increased headcount. During the year ended September 30, 2022, severance costs were $2.6 million. During the year ended September 30, 2021, severance costs were $7.7 million, principally due to the departure of certain senior officers. Share-based compensation includes stock option and restricted stock expense.

Other Expenses: Other non-compensation expenses increased $90.1 million, or 28%, to $410.3 million in the year ended September 30, 2022 compared to $320.2 million in the year ended September 30, 2021.

Trading systems and market information costs increased $7.4 million, principally due to higher costs in the Retail Forex, Debt Capital Markets, and LME Metals businesses.

Professional fees increased $13.4 million, principally due to higher legal and other consulting fees.

Non-trading technology and support increased $6.4 million, principally due to higher non-trading software implementation costs related to various IT systems.

Selling and marketing costs increased $22.0 million, principally due to increased campaigns related to our Retail Forex business, as well as costs of holding our bi-annual global sales and strategy meeting in March 2022.

Travel and business development increased $12.4 million principally due to several business line specific development meetings, as well as increases along all business lines with the lifting of certain social distancing and travel restrictions, following periods of limited travel due to responses by governments and societies to the COVID-19 pandemic.

Depreciation and amortization increased $7.9 million, principally due to the incremental depreciation expense from internally developed software placed into service.

Other expenses increased $14.3 million, principally due to higher insurance costs, non-income taxes, non-variable direct business related costs, and non-compensation employee based expenses.

Bad debt expense, net of recoveries increased $5.4 million over the prior year. During the year ended September 30, 2022, bad debt expense, net of recovery was $15.8 million, principally related to client trading account deficits in our Commercial, Institutional, Retail, and Global Payments segments of $11.6 million, $1.8 million, $2.3 million, and $0.1 million, respectively. During the year ended September 30, 2021, bad debts, net of recoveries were $10.4 million, principally related to client trading

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account deficits in our Commercial, Institutional, and Retail segments of $3.4 million, $0.6 million, and $1.1 million, respectively. Additionally, we recorded bad debt expense of $5.1 million related to trade receivables with physical clients.

Gain on Acquisitions and Other Gains, net: The results of the year ended September 30, 2022 include a nonrecurring gain of $6.4 million related to a foreign exchange antitrust class action settlement received in March 2022. The results of the year ended September 30, 2021 included a gain of $3.3 million related to an adjustment to the liabilities assumed as part of the Gain acquisition initially determined values, as of August 1, 2020.

Provision for Taxes: The effective income tax rate was 25% for the years ended September 30, 2022 and 2021. The gain on acquisition of $3.3 million in the year ended September 30, 2021 was not taxable and reduced the effective income tax rate 0.5%.

The effective income tax rate for the fiscal year ended September 30, 2022 and 2021 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, and the amount of foreign earnings taxed at higher tax rates.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Compensation and Other Expenses: Compensation and other expenses increased $256.1 million, or 34%, to $999.3 million in the year ended September 30, 2021 compared to $743.2 million in the year ended September 30, 2020.

Compensation and Benefits:

Year Ended September 30,
(in millions)20212020$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$333.5$251.0$82.533%
Administrative, executive, and centralized and local operations44.245.8(1.6)(3)%
Total variable compensation and benefits377.7296.880.927%
Variable compensation and benefits as a percentage of net operating revenues33%34%
Fixed compensation and benefits:
Non-variable salaries204.7159.045.729%
Employee benefits and other compensation, excluding share-based compensation82.852.630.257%
Share-based compensation13.910.33.635%
Total fixed compensation and benefits301.4221.979.536%
Total compensation and benefits$679.1$518.7$160.431%
Total compensation and benefits as a percentage of operating revenues41%40%
Number of employees, end of period3,2422,95029210%

Non-variable salaries increased principally due to a full year of the costs associated with the Gain acquisition in the fourth quarter of the year ended September 30, 2020.

Employee benefits and other compensation, excluding share-based compensation, increased principally due to higher payroll, benefits, and retirement costs from the increased headcount.

Fixed compensation and benefits during the year ended September 30, 2021 include severance costs of $7.7 million, principally due to the departure of certain senior officers. During the during the year ended September 30, 2020, severance costs were $1.5 million.

Other Expenses: Other non-compensation expenses increased $95.7 million, or 43%, to $320.2 million in the year ended September 30, 2021 compared to $224.5 million in the year ended September 30, 2020.

Trading systems and market information costs increased $12.5 million, principally due to incremental costs in the retail forex business acquired as part of the Gain acquisition in the fourth quarter of fiscal 2020 and higher costs in our Institutional segment.

Professional fees increased $10.7 million, principally due to higher legal, consulting and accounting services fees.

Non-trading technology and support increased $17.6 million, principally due to incremental costs related to the Gain acquisition in the fourth quarter of fiscal 2020 in addition to higher non-trading software implementation costs related to various IT, client engagement, and accounting systems.

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Occupancy and equipment rental increased $10.7 million, principally due to additional leased office space.

Selling and marketing costs increased $21.1 million, principally due to incremental costs related to the acquired retail forex business, partially offset by the prior year including costs for the bi-annual global sales meeting held in February 2020.

Travel and business development decreased $4.4 million principally as a result of the impact of the response by governments and regulatory bodies to the COVID-19 pandemic, which included social distancing; travel restrictions, “shelter in place” and other governmental regulations.

Communications increased $2.3 million, principally due to incremental costs related to the Gain acquisition in the fourth quarter of fiscal 2020.

Depreciation and amortization increased $16.8 million, principally due to the amortization costs of the acquired intangible assets related to the Gain acquisition, as well as increases in depreciation of IT hardware, third-party software, internally developed software, and amortization of leasehold improvements.

Other expenses increased $16.7 million, primarily due to incremental costs from recent acquisitions most notably related to higher non-income taxes, insurance and recruiting costs.

Bad debts, net of recoveries and impairment decreased $8.3 million year-over-year. During the year ended September 30, 2021, bad debts, net of recoveries were $10.4 million, principally related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.4 million, $0.6 million, and $1.1 million, respectively. Additionally, we recorded bad debt expense of $5.1 million related to trade receivables with physical clients.

During the year ended September 30, 2020, bad debts, net of recoveries were $13.0 million, primarily related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.5 million, $5.7 million, and $0.6 million, respectively. Additionally, we recorded bad debt expense of $3.2 million related to trade receivables with physical clients.

In connection with the integration of Gain, the Company re-evaluated all trading systems utilized across the organization in order to identify duplicative systems. In connection with this process, the Company determined that certain legacy capitalized developed software costs within our OTC foreign exchange and physical metals business would no longer be placed into service and utilized as expected prior to the merger with Gain. As a result, the Company recorded impairment charges of $5.7 million in the year ended September 30, 2020.

Gain on Acquisitions and Other Gains, net: The results of the year ended September 30, 2021 include a gain of $3.3 million related to an adjustment to the liabilities assumed as part of the Gain acquisition initially determined values, as of August 1, 2020. The results of the year ended September 30, 2020 included gain on acquisitions of $81.9 million, principally related to the acquisition of Gain.

Provision for Taxes: The effective income tax rate was 25% in the year ended September 30, 2021 compared to 18% in the year ended September 30, 2020. The gains on acquisitions of $3.3 million and $81.9 million in the year ended September 30, 2021 and 2020, respectively, were not taxable and reduced the effective income tax rate 0.5% and 8.3% in the year ended September 30, 2021 and 2020, respectively.

The effective income tax rate for the year ended September 30, 2021 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”), U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher tax rates. The effective rate for the year ended September 30, 2020 was lower than the U.S. federal statutory rate of 21% due to the non-taxable gain recognized upon the acquisition of Gain.

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Variable vs. Fixed Expenses

The table below sets forth our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicted.

Year Ended September 30,
(in millions)2022% of Total2021% of Total2020% of Total
Variable compensation and benefits$478.129%$377.726%$296.827%
Transaction-based clearing expenses291.217%271.719%222.521%
Introducing broker commissions160.110%160.511%113.811%
Total variable expenses929.456%809.956%633.159%
Fixed compensation and benefits316.719%301.421%221.920%
Other fixed expenses394.524%309.822%205.819%
Bad debts, net of recoveries and impairment15.81%10.41%18.72%
Total non-variable expenses727.044%621.644%446.441%
Total non-interest expenses$1,656.4100%$1,431.5100%$1,079.5100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

During the year ended September 30, 2022, non-variable expenses, excluding bad debts, net of recoveries, increased $100.0 million, or 16%, compared to the year ended September 30, 2021.

During the year ended September 30, 2021, non-variable expenses, excluding bad debts, net of recoveries and impairment, increased $183.5 million, or 43%, compared to the year ended September 30, 2020, principally driven by incremental costs from the Gain acquisition in the fourth quarter of the year ended September 30, 2020.

Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. We manage our business in this manner due to our large global footprint, in which we have more than 3,600 employees allowing us to serve clients in more than 180 countries.

Our business activities are managed as operating segments and organized into reportable segments as shown below.

StoneX Group Inc.
CommercialInstitutionalRetailGlobal Payments
Primary Activities:Primary Activities:Primary Activities:Primary Activities:
Financial Ag & EnergyEquity Capital MarketsRetail ForexGlobal Payments
Physical Ag & EnergyDebt Capital MarketsRetail Precious MetalsPayment Technology Services
Precious MetalsFX Prime BrokerageIndependent Wealth Management
Derivative Voice BrokerageExchange-Traded Futures & Options
Correspondent Clearing

Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense.

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Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage, that can vary by revenue type, of an amount equal to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and an overhead allocation.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

Total Segment Results

The following table presents summary information concerning all of our business segments on a combined basis, excluding unallocated overhead, for the periods indicated.

Year Ended September 30,
(in millions)2022% of Operating Revenues2021% of Operating Revenues2020% of Operating Revenues
Sales of physical commodities$64,052.6$40,961.6$52,899.2
Principal gains, net1,150.5899.0620.8
Commission and clearing fees509.6488.4405.1
Consulting, management, and account fees108.586.579.2
Interest income230.0114.1140.0
Total revenues66,051.242,549.654,144.3
Cost of sales of physical commodities63,928.640,861.152,831.3
Operating revenues2,122.6100%1,688.5100%1,313.0100%
Transaction-based clearing expenses292.314%270.316%221.017%
Introducing broker commissions160.38%161.210%113.69%
Interest expense134.66%52.23%85.97%
Net operating revenues1,535.41,204.8892.5
Variable direct compensation and benefits413.519%336.120%253.019%
Net contribution1,121.9868.7639.5
Fixed compensation and benefits175.7162.3117.7
Other fixed expenses261.1189.8108.0
Bad debts, net of recoveries and impairment15.810.418.7
Total non-variable direct expenses452.621%362.521%244.419%
Other gain6.4
Segment income$675.7$506.2$395.1

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Net contribution for all of our business segments increased $253.2 million, or 29%, to $1,121.9 million in the year ended September 30, 2022 compared to $868.7 million in the year ended September 30, 2021. Segment income increased $169.5 million, or 33%, to $675.7 million in the year ended September 30, 2022 compared to $506.2 million in the year ended September 30, 2021.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Net contribution for all of our business segments increased $229.2 million, or 36%, to $868.7 million in the year ended September 30, 2021 compared to $639.5 million in the year ended September 30, 2020. Segment income increased $111.1 million, or 28%, to $506.2 million in the year ended September 30, 2021 compared to $395.1 million in the year ended September 30, 2020.

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Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity financing and logistics services. We believe our ability to provide these high-value-added products and services differentiates us from our competitors and maximizes our ability to retain our clients.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Revenues:
Sales of physical commodities$63,162.760%$39,420.3(25)%$52,593.9
Principal gains, net343.040%245.526%194.1
Commission and clearing fees168.8(5)%178.327%140.1
Consulting, management and account fees21.911%19.75%18.8
Interest income46.8132%20.2(13)%23.2
Total revenues63,743.260%39,884.0(25)%52,970.1
Cost of sales of physical commodities63,051.160%39,349.2(25)%52,538.6
Operating revenues692.129%534.824%431.5
Transaction-based clearing expenses55.94%54.032%40.8
Introducing broker commissions31.5(9)%34.745%24.0
Interest expense18.240%13.0(2)%13.3
Net operating revenues586.535%433.123%353.4
Variable direct compensation and benefits171.228%133.420%111.2
Net contribution415.339%299.724%242.2
Fixed compensation and benefits49.8—%49.93%48.5
Other fixed expenses65.634%49.113%43.5
Bad debts, net of recoveries and impairment11.636%8.52%8.3
Total non-variable direct expenses127.018%107.57%100.3
Segment income$288.350%$192.235%$141.9
Year Ended September 30,
2022% Change2021% Change2020
Operating Revenues (in millions):
Listed derivatives$240.58%$223.526%$176.9
OTC derivatives208.345%143.429%111.0
Physical contracts180.436%132.221%109.6
Interest / fees earned on client balances41.3183%14.61%14.5
Other21.62%21.18%19.5
$692.129%$534.824%$431.5
Select data (all $ amounts are U.S. dollar equivalent):
Listed derivatives (contracts, 000’s)30,323(2)%30,9046%29,255
Listed derivatives, average rate per contract (1)$7.549%$6.9226%$5.48
Average client equity - listed derivatives (millions)$2,14930%$1,64862%$1,019
Over-the-counter (“OTC”) derivatives (contracts, 000’s)2,96816%2,55721%2,113
OTC derivatives, average rate per contract$70.4927%$55.707%$52.19
(1) Give-up fees as well as cash and voice brokerage are excluded from the calculation of listed derivatives, average rate per contract.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $157.3 million, or 29%, to $692.1 million in the year ended September 30, 2022 compared to $534.8 million in the year ended September 30, 2021. Net operating revenues increased $153.4 million, or 35%, to $586.5 million in the year ended September 30, 2022 compared to $433.1 million in the year ended September 30, 2021.

Operating revenues derived from listed derivatives increased $17.0 million, or 8%, to $240.5 million in the year ended September 30, 2022 compared to $223.5 million in the year ended September 30, 2021. This increase was principally driven by

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a 9% increase in the average rate per contract as a result of wider spreads in LME commodity markets which was partially offset by a 2% decrease in contract volumes as a result of decline in agricultural and soft commodity client volumes.

Operating revenues derived from OTC transactions increased $64.9 million, or 45%, to $208.3 million in the year ended September 30, 2022 compared to $143.4 million in the year ended September 30, 2021. This increase was driven by a 16% increase in OTC volumes, primarily in agricultural and soft commodities as well as a 27% increase in the average rate per contract as a result of wider spreads in FX hedging and energy and renewable fuels markets.

Operating revenues derived from physical transactions increased $48.2 million, or 36%, to $180.4 million in the year ended September 30, 2022 compared to $132.2 million in the year ended September 30, 2021, principally due to increased client activity in agricultural and energy commodities as well as continued strong client demand for precious metals. Operating revenues during the year ended September 30, 2022 were favorably impacted by realized gains of $1.7 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. Operating revenues during the year ended September 30, 2021 included unrealized losses on derivative positions held against physical inventories carried at the lower of cost or net realizable value of $2.2 million, and sold in subsequent quarters. In addition, the year ended September 30, 2021 included a $1.9 million loss on the liquidation of certain physical inventories of crude oil and low sulfur fuel oil as a result of quality degradation and additional costs to sell.

Interest and fee income earned on client balances increased $26.7 million, or 183%, to $41.3 million in the year ended September 30, 2022 compared to $14.6 million in the year ended September 30, 2022, as result of both a 30% increase in average client equity to $2,149 million as well as an increase in short term interest rates.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 37% in the year ended September 30, 2022 compared to 42% in the year ended September 30, 2021, primarily as the result of the increase in interest income.

Segment income increased $96.1 million, or 50%, to $288.3 million in the year ended September 30, 2022 compared to $192.2 million in the year ended September 30, 2021, principally driven by the growth in operating revenues which was partially offset by a $16.5 million increase in other fixed expenses and a $3.1 million increase in bad debts, net of recoveries and impairment. The increase in other fixed expenses principally related to a $4.0 million increase in shared service allocations, a $3.2 million increase in travel and business development, a $2.8 million increase in professional fees, a $1.9 million increase in insurance expense and a $1.5 million increase in selling and marketing.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $103.3 million, or 24%, to $534.8 million in the year ended September 30, 2021 compared to $431.5 million in the year ended September 30, 2020. Net operating revenues increased $79.7 million, or 23%, to $433.1 million in the year ended September 30, 2021 compared to $353.4 million in the year ended September 30, 2020.

Operating revenues derived from listed derivatives increased $46.6 million, or 26%, to $223.5 million in the year ended September 30, 2021 compared to $176.9 million in the year ended September 30, 2020. This increase was principally driven by a 26% increase in the average rate per contract, as well as a 6% increase in contract volumes as a result of increased volatility in agricultural and base metal markets. This increase was partially offset by a $6.7 million decline in derivative voice brokerage revenues.

Operating revenues derived from OTC transactions increased $32.4 million, or 29%, to $143.4 million in the year ended September 30, 2021 compared to $111.0 million in the year ended September 30, 2020. This increase was driven by a 21% increase in OTC volumes as well as a 7% increase in the average rate per contract as a result of increased client activity in agricultural markets.

Operating revenues derived from physical transactions increased $22.6 million, or 21%, to $132.2 million in the year ended September 30, 2021 compared to $109.6 million in the year ended September 30, 2020, principally due to increased client activity in agricultural and energy commodities as well as continued strong client demand for precious metals. The years ended September 30, 2021 and 2020 include unrealized losses on derivative positions held against physical inventories carried at the lower of cost or net realizable value of $2.2 million and $0.7 million, respectively. In addition, the years ended September 30, 2021 and 2020 included losses on the liquidation of certain physical inventories of crude oil and low sulfur fuel oil as a result of quality degradation and additional costs to sell of $1.9 million and $7.6 million, respectively.

Interest and fee income earned on client balances was $14.6 million and $14.5 million, respectively, in the years ended September 30, 2021 and 2020. A 62% increase in average client equity to $1,648 million was offset by a significant decline in short term interest rates.

Variable expenses, excluding interest, expressed as a percentage of operating revenues was 42% in the year ended September 30, 2021 compared to 41% in the year ended September 30, 2020.

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Segment income increased $50.3 million, or 35%, to $192.2 million in the year ended September 30, 2021 compared to $141.9 million in the year ended September 30, 2020, principally driven by the growth in operating revenues which was partially offset by a $1.4 million increase in fixed compensation and benefits as well as a $5.6 million increase in other fixed expenses including a $1.6 million increase in professional fees and a $1.2 million increase in trading systems and market information.

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Institutional

We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net337.28%312.014%273.6
Commission and clearing fees283.815%246.017%211.1
Consulting, management, and account fees32.279%18.0(23)%23.3
Interest income178.693%92.4(20)%116.1
Total revenues831.824%668.47%624.1
Cost of sales of physical commodities—%—%
Operating revenues831.824%668.47%624.1
Transaction-based clearing expenses202.410%184.19%168.7
Introducing broker commissions31.715%27.538%19.9
Interest expense114.2205%37.4(48)%71.7
Net operating revenues483.515%419.415%363.8
Variable compensation and benefits188.419%158.538%114.9
Net contribution295.113%260.95%248.9
Fixed compensation and benefits51.311%46.1(2)%47.2
Other fixed expenses67.445%46.519%39.0
Bad debts, net of recoveries and impairment1.8200%0.6(94)%9.8
Total non-variable direct expenses120.529%93.2(3)%96.0
Segment income$174.64%$167.710%$152.9
Year Ended September 30,
2022% Change2021% Change2020
Operating Revenues (in millions):
Listed derivatives$190.016%$164.18%$151.6
OTC derivativesn/m(100)%0.2
Securities513.418%436.016%376.1
FX contracts28.476%16.1(33)%24.0
Interest / fees earned on client balances46.1352%10.2(62)%26.5
Other53.928%42.0(8)%45.7
$831.824%$668.47%$624.1
Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)130,28513%115,197(8)%125,397
Listed derivatives, average rate per contract (1)$1.36(1)%$1.3818%$1.17
Average client equity - listed derivatives (millions)$3,54762%$2,19526%$1,746
Securities ADV ( millions)$3,45925%$2,77661%$1,729
Securities RPM (2)$579(5)%$610(28)%$845
Average money market / FDIC sweep client balances (millions)$1,78421%$1,47130%$1,130
FX contracts ADV ( millions)$3,983142%$1,64725%$1,322
FX contracts RPM$28(26)%$38(47)%$72
n/m = not meaningful to present as a percentage
(1) Give-up fee revenue are excluded from the calculation of listed derivative, average rate per contract.
(2) Interest income related to securities lending is excluded from the calculation of Securities RPM.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

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Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $163.4 million, or 24%, to $831.8 million in the year ended September 30, 2022 compared to $668.4 million in the year ended September 30, 2021. Net operating revenues increased $64.1 million, or 15%, to $483.5 million in the year ended September 30, 2022 compared to $419.4 million in the year ended September 30, 2021.

Operating revenues derived from listed derivatives increased $25.9 million, or 16%, to $190.0 million in the year ended September 30, 2022 compared to $164.1 million in the year ended September 30, 2021, principally driven by a 13% increase in listed derivative contract volumes compared to the year ended September 30, 2021, as a result of both an increase in market volatility as well as an increase in the number of clients in this business. This was partially offset by a 1% decline in the average rate per contract in the year ended September 30, 2022 compared to the year ended September 30, 2021.

Operating revenues derived from securities transactions increased $77.4 million, or 18%, to $513.4 million in the year ended September 30, 2022 compared to $436.0 million in the year ended September 30, 2021. The ADV of securities traded increased 25%, principally driven by increased client activity in fixed income markets and to a lesser extent equity products. The RPM traded declined 5% in the year ended September 30, 2022 compared to the year ended September 30, 2021.

Operating revenues derived from FX contracts increased $12.3 million, or 76%, to $28.4 million in the year ended September 30, 2022 compared to $16.1 million in the year ended September 30, 2021, primarily driven by a 142% increase in the ADV of FX contracts traded as a result of heightened volatility in global FX markets. The effect of the increase in ADV was partially offset by a 26% decline in the average rate per contract due to changes in product and client mix.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing and independent wealth management businesses, increased $35.9 million, or 352%, to $46.1 million in the year ended September 30, 2022 compared to $10.2 million in the year ended September 30, 2021, as result of a 62% increase in average client equity and a 21% increase in average FDIC sweep client balances combined with a significant increase in short term interest rates.

As a result of the increase in short term interest rates and the increase in ADV, interest expense increased 205% compared to the prior year, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $52.7 million, interest paid to clients increasing $14.5 million and interest expense directly attributable to securities lending activities increasing $5.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 51% in the year ended September 30, 2022 compared to 55% in the year ended September 30, 2021, primarily as the result of the increase in interest income.

Segment income increased $6.9 million, or 4%, to $174.6 million in the year ended September 30, 2022 compared to $167.7 million in the year ended September 30, 2021, primarily as a result of the increase in net operating revenues noted above, which was partially offset by a $26.1 million, or 28% increase in non-variable direct expenses, excluding bad debts versus the year ended September 30, 2021. The increase in non-variable direct expenses, excluding bad debts was primarily related to a $5.2 million increase in fixed compensation and benefits, a $3.9 million increase in trade systems and market information, a $6.2 million increase in professional fees and a $3.0 million increase in travel and business development.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $44.3 million, or 7%, to $668.4 million in the year ended September 30, 2021 compared to $624.1 million in the year ended September 30, 2020. Net operating revenues increased $55.6 million, or 15%, to $419.4 million in the year ended September 30, 2021 compared to $363.8 million in the year ended September 30, 2020.

Operating revenues derived from listed derivatives increased $12.5 million, or 8%, to $164.1 million in the year ended September 30, 2021 compared to $151.6 million in the year ended September 30, 2020, principally driven by an 18% increase in the average rate per contract, which was partially offset by an 8% decline in listed derivative contract volumes in the year ended September 30, 2021 compared to the year ended September 30, 2020.

Operating revenues derived from securities transactions increased $59.9 million, or 16%, to $436.0 million in the year ended September 30, 2021 compared to $376.1 million in the year ended September 30, 2020. The ADV of securities traded increased 61%, principally driven by increased client activity in fixed income markets and to a lesser extent equity products, however the RPM traded declined 28% in the year ended September 30, 2021 principally driven by lower spreads in fixed income products compared to the year ended September 30, 2020 which benefited from wider spreads driven by the onset of the COVID-19 pandemic.

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Operating revenues derived from FX contracts declined $7.9 million, or 33%, to $16.1 million in the year ended September 30, 2021 compared to $24.0 million in the year ended September 30, 2020, as a 25% increase in the ADV of FX contracts traded was more than offset by a 47% decline in the average rate per contract due to a decline in foreign currency volatility.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing and independent wealth management businesses, declined $16.3 million, or 62%, to $10.2 million in the year ended September 30, 2021 compared to $26.5 million in the year ended September 30, 2020, principally as a result of a significant decline in short term interest rates. Partially offsetting the decline in short term interest rates was a 26% increase in average client equity and a 30% increase in average FDIC sweep client balances.

Also primarily as a result of the decline in short term interest rates, interest expense declined 48% compared to the prior year, with interest expense directly associated with serving as an institutional dealer in fixed income securities declining $23.9 million and interest expense directly attributable to securities lending activities declining $7.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues increased to 55% in the year ended September 30, 2021 compared to 49% in the year ended September 30, 2020, primarily as the result of the decline in interest income and higher variable compensation.

Segment income increased $14.8 million, or 10%, to $167.7 million in the year ended September 30, 2021 compared to $152.9 million in the year ended September 30, 2020, primarily as a result of the increase in operating revenues noted above as well as a $9.2 million decline in bad debt expenses as compared to the year ended September 30, 2020. Non-variable direct expenses, excluding bad debts, increased $6.4 million, or 7% versus the year ended September 30, 2020, primarily related to an increase in market information, professional fees and depreciation of internally developed software which was partially offset by lower travel and business development expenses.

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Retail

We provide our retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex") and CFDs, which are investment products with returns linked to the performance of underlying assets, and both financial trading and physical investment in precious metals. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Retail segment, for the periods indicated.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Sales of physical commodities$889.9(42)%$1,541.3405%$305.3
Principal gains, net307.445%212.7403%42.3
Commission and clearing fees50.8(14)%58.918%49.8
Consulting, management, and account fees51.613%45.532%34.6
Interest income4.5200%1.5114%0.7
Total revenues1,304.2(30)%1,859.9330%432.7
Cost of physical commodities sold877.5(42)%1,511.9417%292.7
Operating revenues426.723%348.0149%140.0
Transaction-based clearing expenses26.22%25.7302%6.4
Introducing broker commissions95.6(3)%98.242%69.0
Interest expense2.018%1.7113%0.8
Net operating revenues302.936%222.4249%63.8
Variable compensation and benefits22.626%18.0260%5.0
Net contribution280.337%204.4248%58.8
Fixed compensation and benefits55.78%51.6406%10.2
Other fixed expenses113.335%83.9415%16.3
Bad debts, net of recoveries2.3109%1.183%0.6
Total non-variable direct expenses171.325%136.6404%27.1
Other gain6.4n/m—%
Segment income$115.470%$67.8114%$31.7

The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Retail segment for the periods indicated.

Year Ended September 30,
2022% Change2021% Change2020
Operating Revenues (in millions):
Securities$97.0(1)%$97.619%$82.2
FX / CFD contracts310.938%225.9427%42.9
Physical contracts13.9(32)%20.459%12.8
Interest / fees earned on client balances1.958%1.2(29)%1.7
Other3.03%2.9625%0.4
$426.723%$348.0149%$140.0
Select data (all $ amounts are U.S. dollar equivalents):
FX / CFD contracts ADV (millions) (1)$9,2903%$8,9898%$8,357
FX / CFD contracts RPM$12932%$98(18)%$120
(1) The ADV for the year ended September 30, 2020 is reflective of the ADV post-acquisition of Gain, and is calculated based on 43 trading days with the activities of Gain, acquired effective August 1, 2020.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $78.7 million, or 23%, to $426.7 million in the year ended September 30, 2022 compared to $348.0 million in the year ended September 30, 2021. Net operating revenues increased $80.5 million, or 36%, to $302.9 million in the year ended September 30, 2022 compared to $222.4 million in the year ended September 30, 2021.

Operating revenues derived from FX / CFD contracts increased $85.0 million, or 38%, to $310.9 million, primarily as a result of a 32% increase in RPM and a 3% increase in FX/CFD contracts ADV compared to the year ended September 30, 2021. These increases were principally driven by heightened volatility which results in increased client trading activity and spread capture.

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Operating revenues derived from securities transactions, which are related to our independent wealth management activities, declined $0.6 million, or 1%, to $97.0 million in the year ended September 30, 2022 compared to $97.6 million in the year ended September 30, 2021.

Operating revenues derived from physical contracts declined $6.5 million, or 32%, to $13.9 million in the year ended September 30, 2022 compared to $20.4 million in the year ended September 30, 2021, with the comparative prior year period reflecting a strong performance related to heightened client activity caused by the Covid-19 pandemic.

Interest and fee income earned on client balances increased $0.7 million, or 58%, to $1.9 million primarily as a result of an increase in short term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 34% in the year ended September 30, 2022 compared to 41% in the year ended September 30, 2021, with the decrease in the variable rate percentage being driven by the strong growth in operating revenues derived from FX/CFD contracts which has a lower variable rate cost base.

Segment income increased $47.6 million, or 70%, to $115.4 million in the year ended September 30, 2022 compared to $67.8 million in the year ended September 30, 2021, primarily as a result of the increase in net operating revenues noted above, as well as a $6.4 million foreign exchange antitrust class action settlement received in the year ended September 30, 2022 in our Retail forex business. Non-variable direct expenses increased $34.7 million, or 25%, compared to the year ended September 30, 2021. The increase in non-variable direct expenses, was primarily a result of a $14.9 million increase in selling and marketing expenses, a $4.1 million increase in fixed compensation and benefits, a $3.6 million increase depreciation and amortization, a $2.5 million increase in trading systems and market information, a $1.9 million increase in travel and business development and a $1.4 million increase in professional fees.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $208.0 million, or 149%, to $348.0 million in the year ended September 30, 2021 compared to $140.0 million in the year ended September 30, 2020. Net operating revenues increased $158.6 million, or 249%, to $222.4 million in the year ended September 30, 2021 compared to $63.8 million in the year ended September 30, 2020.

Operating revenues derived from FX / CFD contracts increased $183.0 million, or 427% to $225.9 million, and represent the incremental revenues from the acquisition of Gain, effective August 1, 2020. For Gain, the year ended September 30, 2021 includes 259 trading days compared to 43 trading days post acquisition, during the year ended September 30, 2020.

Operating revenues derived from securities transactions relates to our independent wealth management activities which increased $15.4 million, or 19%, to $97.6 million in the year ended September 30, 2021 compared to $82.2 million in the year ended September 30, 2020.

Operating revenues derived from physical contracts increased $7.6 million, or 59%, to $20.4 million in the year ended September 30, 2021 compared to $12.8 million in the year ended September 30, 2020, principally driven by continued strong client demand for precious metals related to the Covid-19 pandemic.

Interest and fee income earned on client balances declined $0.5 million, or 29%, to $1.2 million primarily as a result of the decline in short term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 41% in the year ended September 30, 2021 compared to 57% in the year ended September 30, 2020, with the decrease in the variable rate percentage being driven by the Gain acquisition effective August 1, 2020, which brought a large lower variable rate cost base.

Segment income increased $36.1 million, or 114% to $67.8 million in the year ended September 30, 2021 compared to $31.7 million in the year ended September 30, 2020, primarily as a result of the increase in net operating revenues noted above. The increase in non-variable direct expenses, was primarily a result of incremental costs from the Gain acquisition.

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Global Payments

We provide customized payment, technology and treasury services to banks and commercial businesses as well as charities and non-governmental and government organizations. We provide transparent pricing and offer payments services in more than 185 countries and 140 currencies, which we believe is more than any other payments solutions provider.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Global Payments segment for the periods indicated.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Revenues:
Sales of physical commodities$$$
Principal gains, net162.926%128.816%110.8
Commission and clearing fees6.219%5.227%4.1
Consulting, management, account fees2.8(15)%3.332%2.5
Interest income0.1n/m—%
Total revenues172.025%137.317%117.4
Cost of sales of physical commodities—%—%
Operating revenues172.025%137.317%117.4
Transaction-based clearing expenses7.820%6.527%5.1
Introducing broker commissions1.588%0.814%0.7
Interest expense0.2100%0.1—%0.1
Net operating revenues162.525%129.917%111.5
Variable compensation and benefits31.319%26.220%21.9
Net contribution131.227%103.716%89.6
Fixed compensation and benefits18.929%14.725%11.8
Other fixed expenses14.844%10.312%9.2
Bad debts0.1(50)%0.2n/m
Total non-variable direct expenses33.834%25.220%21.0
Segment income$97.424%$78.514%$68.6
Year Ended September 30,
2022% Change2021% Change2020
Operating Revenues (in millions):
Payments$167.825%$133.817%$114.6
Other4.220%3.525%2.8
$172.025%$137.317%$117.4
Select data (all $ amounts are U.S. dollar equivalents):
Global Payments ADV (millions)$6215%$5420%$45
Global Payments RPM (1)$10,88010%$9,921(2)%$10,092
(1) Rate per million is based on principal gains, net and commission and clearing fees revenues and the ADV shown above.

For information about the assets of this segment, see Note 22 to the Consolidated Financial Statements.

Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Operating revenues increased $34.7 million, or 25%, to $172.0 million in the year ended September 30, 2022 compared to $137.3 million in the year ended September 30, 2021. Net operating revenues increased $32.6 million, or 25%, to $162.5 million in the year ended September 30, 2022 compared to $129.9 million in the year ended September 30, 2021.

The increase in operating revenues was primarily driven by a 15% increase in the average daily volume as well as a 10% increase in the RPM traded compared to the year ended September 30, 2021.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in both the years ended September 30, 2022 and 2021.

Segment income increased $18.9 million, or 24%, to $97.4 million in the year ended September 30, 2022 compared to $78.5 million in the year ended September 30, 2021. This increase primarily resulted from the increase in net operating revenues, partially offset by a $8.6 million increase in non-variable direct expenses versus the prior year period, which includes a $4.2

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million increase in fixed compensation and benefits, a $1.2 million increase in travel and business development and a $0.7 million increase in non-trading technology and support.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $19.9 million, or 17%, to $137.3 million in the year ended September 30, 2021 compared to $117.4 million in the year ended September 30, 2020. Net operating revenues increased $18.4 million, or 17% to $129.9 million in the year ended September 30, 2021 compared to $111.5 million in the year ended September 30, 2020.

The increase in operating revenues was primarily driven by a 20% increase in the average daily volume which was partially offset by a 2% decline in the RPM traded.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in both the year ended September 30, 2021 and the year ended September 30, 2020.

Segment income increased $9.9 million, or 14%, to $78.5 million in the year ended September 30, 2021 compared to $68.6 million in the year ended September 30, 2020. This increase primarily resulted from the increase in net operating revenues, partially offset by a $4.2 million increase in non-variable direct expenses versus the prior year period, which includes a $2.9 million increase in fixed compensation and benefits.

Unallocated Costs and Expenses

The following table is a breakout of our unallocated costs and expenses from the total costs and expenses shown above. The unallocated costs and expenses include certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities.

Year Ended September 30,
(in millions)2022% Change2021% Change2020
Compensation and benefits:
Variable compensation and benefits$59.558%$37.6(7)%$40.5
Fixed compensation and benefits119.2—%119.137%86.8
178.714%156.723%127.3
Other expenses:
Occupancy and equipment rental35.78%33.141%23.4
Non-trading technology and support38.320%31.843%22.2
Professional fees26.113%23.05%22.0
Depreciation and amortization21.714%19.015%16.5
Communications5.5(15)%6.55%6.2
Selling and marketing5.8241%1.7(59)%4.1
Trading systems and market information4.610%4.262%2.6
Travel and business development4.0208%1.3(43)%2.3
Other18.6(21)%23.422%19.2
160.311%144.022%118.5
Total compensation and other expenses$339.013%$300.722%$245.8

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Year Ended September 30, 2022 Compared to Year Ended September 30, 2021

Total unallocated costs and other expenses increased $38.3 million, or 13%, to $339.0 million in the year ended September 30, 2022 compared to $300.7 million in the year ended September 30, 2021. Compensation and benefits increased $22.0 million, or 14%, to $178.7 million in the year ended September 30, 2022 compared to $156.7 million in the year ended September 30, 2021.

During the year ended September 30, 2022, the increase in variable compensation and benefits was principally related to higher incentives driven by increased company performance over the prior year. Fixed compensation and benefits increased modestly during the year ended September 30, 2022, principally due to increased headcount, partially offset by lower severance costs. During the year ended September 30, 2022, severance costs were $0.9 million. During the year ended September 30, 2021, severance costs were $3.5 million, principally due to the departure of certain senior officers.

During the year ended September 30, 2022, the increase in non-trading technology and support is principally due to an increase in non-trading software licensing and maintenance costs within our IT department. During the year ended September 30, 2022, the increase in selling and marketing expenses is principally due to the costs of holding our bi-annual global sales and strategy meeting in March 2022. During the year ended September 30, 2022, the increase in travel and business development is principally due to increased travel among the support functions with the lifting of certain social distancing and travel restrictions, following periods of limited travel due to responses by governments and societies to the COVID-19 pandemic.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Total unallocated costs and other expenses increased $54.9 million, or 22%, to $300.7 million in the year ended September 30, 2021 compared to $245.8 million in the year ended September 30, 2020. Compensation and benefits increased $29.4 million, or 23%, to $156.7 million in the year ended September 30, 2021 compared to $127.3 million in the year ended September 30, 2020.

During the year ended September 30, 2021, the increase in fixed compensation and benefits was primarily related to the increase in headcount, principally due to the acquisition of Gain, across nearly all administrative departments, including IT, compliance, accounting, human resources, as well as credit and risk. Fixed compensation and benefits during the year ended September 30, 2021 include severance costs of $3.5 million, principally due to the departure of certain senior officers. During the year ended September 30, 2020, severance costs were $0.5 million.

During the year ended September 30, 2021, the increase in other expenses is primarily due higher occupancy costs, principally related to an increase in leased office space. Additionally, non-trading technology and support increased due to higher support and maintenance costs related to various IT, client engagement, accounting, and human resources systems.

Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We continuously evaluate how effectively our policies support our business operations. We have historically financed our liquidity and capital needs principally with funds generated from our subsidiaries' operations, issuing debt and equity securities, and accessing committed credit facilities. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with our past practice. Liquidity and capital matters are reported regularly to our Board of Directors.

Regulatory

StoneX Financial Inc. is registered as a broker-dealer with the SEC and is a member of both FINRA and MSRB. In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. StoneX Financial Inc. is also subject to the Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).

Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

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StoneX Markets LLC is a CFTC provisionally registered swap dealer, whose business is overseen by the NFA. CFTC 23.154, Calculation of Initial Margin rules impose requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, under which we fall in the final compliance date tier recently extended to September 2022. Additionally, the CFTC finalized the proposed net capital rules applicable to swap dealers on July 22, 2020, with the new rules effective October 6, 2021.

These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.

StoneX Financial Ltd is regulated by the FCA, the regulator of the financial services industry in the U.K. and is subject to regulations which impose regulatory capital requirements. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s ‘MIFIDPRU’ regulation. To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.

The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.

In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.

We continuously review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.

As of September 30, 2022, we had total equity of $1,070.1 million, outstanding loans under revolving credit facilities of $485.1 million and $339.1 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of September 30, 2022, approximately 97% of our assets consisted of cash; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from exchange-clearing organizations, broker-dealers, clearing organizations and counterparties; client receivables; marketable financial instruments and investments; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

As of September 30, 2022, we had deferred tax assets totaling $52.0 million. We are required to assess the need for deferred tax asset valuation allowances at each reporting period. We record a valuation allowance against deferred tax assets when it is considered more likely than not that we will not realize all or a portion of our deferred tax assets. The valuation allowance for deferred tax assets as of September 30, 2022 and 2021 was $15.8 million and $15.0 million, respectively. The valuation allowances as of September 30, 2022 and 2021 were primarily related to U.S. state and local, and foreign net operating loss carryforwards and foreign tax credits acquired through the merger with Gain that, in the judgment of management, are not more likely than not to be realized.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models as

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well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

OptionSellers

In November 2018, balances in approximately 300 accounts of the FCM division of our wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels and into deficit balances, primarily as a result of significant and unexpected price fluctuations in the natural gas markets. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with StoneX Financial Inc.’s client agreements and obligations under market regulation standards.  OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the client accounts, while StoneX Financial Inc. acted solely as the clearing firm in its role as the FCM.

StoneX Financial Inc.’s client agreements hold account owners liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any account deficits in their accounts. As of September 30, 2022, the receivable from these client accounts, net of collections and other allowable deductions was $25.9 million, with no individual account receivable exceeding $1.4 million. As of September 30, 2022, the allowance against these uncollected balances was $7.6 million. The Company is pursuing collection of the uncollected balances through arbitration proceedings against the account holders. The Company will consider developments in these proceedings, and any other relevant matters, in determining whether any changes in the allowance against the uncollected balances are required.

In these and other arbitration proceedings, clients are seeking damages from StoneX Financial Inc. relating to the trading losses in their accounts.

During the year ended September 30, 2022, we resolved several of these arbitration claims through arbitration decisions and privately negotiated settlements. All of the arbitration panels that issued decisions during the year awarded StoneX Financial Inc. the full amount of the uncollected balances. A portion of the panels also awarded relief to account holders. The amount of relief awarded was not material to us, individually or in the aggregate. As noted, several of the arbitrations were resolved through privately negotiated settlement, pursuant to which the account holders agreed to pay some or all of their outstanding deficit balances. In October 2022, we reached an additional privately negotiated settlement of an arbitration proceeding, pursuant to which the accounts holders agreed to pay all of their outstanding deficit balances and we made certain immaterial payments to the account holders. We intend to continue vigorously pursuing claims through arbitration and settling cases in what we determine to be appropriate circumstances. The ultimate outcome of remaining arbitrations cannot presently be determined.

Depending on future collections and the outcomes of arbitration proceedings, any provisions for bad debts and actual losses may or may not be material to our financial results. However, we believe that the likelihood of a material adverse outcome is remote, and do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements.

Primary Sources and Uses of Cash

Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions and our growth. Our total assets as of September 30, 2022 and 2021, were $19.9 billion and $18.8 billion, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each

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period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices and changes in the balances of financial instruments and commodities inventory. StoneX Financial Inc. and StoneX Financial Ltd occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Markets LLC, and Gain Capital Group, LLC are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds is held with high-quality institutions, under highly liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $29.7 million and $300.6 million for the fiscal year ended September 30, 2022 and 2021, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

In June 2020, we issued $350.0 million in aggregate principal amount of our 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. We used the net proceeds from the sale of the Notes to fund the preliminary cash consideration for the acquisition of Gain, to pay certain related transactions fees and expenses, and to fund the repayment of Gain’s 5.00% Convertible Senior Notes due 2022, with the exception of $0.5 million which was redeemed in August 2022.

The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior second lien secured basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and by Gain and certain of its domestic subsidiaries.

The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year. We incurred debt issuance costs of $9.5 million in connection with the issuance of the Notes, which are being amortized over the term of the Notes under the effective interest method.

During the year ended September 30, 2021, we repurchased $1.6 million of the principal amount of the Notes, for 103% of the principal amount, plus accrued and unpaid interest.

We have had the right, since June 15, 2022, to redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture.

Committed Credit Facilities

As of September 30, 2022, we had four committed bank credit facilities, totaling $1,000.0 million, of which $477.0 million was outstanding. Additional information regarding our bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. The credit facilities include:

•A three-year first-lien senior secured syndicated loan facility is available to us for general working capital requirements and capital expenditures. The facility was amended on April 21, 2022 to replace the revolving credit facility and Term Loan A facility with a $475.0 million revolving credit facility and extend the maturity date to April 21, 2025. The amended facility includes interest at the Secured Overnight Financing Rate (“SOFR”) plus a spread and is secured by substantially all of our subsidiaries assets. Prior to the amendment, the Company was required to make quarterly principal payments against the Term Loan equal to 1.25% of the original balance. During the year ended September 30, 2022, prior to its replacement, the Company made scheduled quarterly principal payments against the Term Loan equal to $4.9 million.

•An unsecured committed line of credit until March 31, 2023, under which $75.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding of margin to commodity exchanges as necessary.

•A syndicated committed borrowing facility is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to finance commodity financing arrangements and commodity repurchase

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agreements. The facility was amended on July 28, 2022 to increase the amount available from $325.0 million to $400.0 million and extend the maturity date to July 28, 2024.

•An unsecured syndicated loan facility, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $50.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding of margin to commodity exchanges as necessary. During November 2022, the facility was renewed to extend the maturity date to October 14, 2023.

Additional information regarding the committed bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. As reflected above, one of our committed credit facilities is scheduled to expire during the year ending September 30, 2023. We intend to renew or replace this facility as it expires, and based on our liquidity position and capital structure, we believe we will be able to do so.

As of September 30, 2022, we had four uncommitted bank credit facilities with no outstanding balance. The credit facilities include:

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow up to $75.0 million, collateralized by commodity warehouse receipts, to facilitate U.S. commodity exchange deliveries of its clients, subject to certain terms and conditions of the credit agreement. There were no borrowings outstanding under this credit facility at September 30, 2022 and 2021.

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow up to $100.0 million for short term funding of firm and client margin requirements, subject to certain terms and conditions of the agreement. The borrowings are secured by first liens on firm owned marketable securities or client owned securities which have been pledged to us under a clearing arrangement. There were no borrowings outstanding under this credit facility at September 30, 2022 and 2021.

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow for short term funding of proprietary and client securities margin requirements, subject to certain terms and conditions of the agreement. The uncommitted amount available to be borrowed is not specified, and all requests for borrowing are subject to the sole discretion of the lender. The borrowings are secured by first liens on firm owned marketable securities or client owned securities which have been pledged to us. The amounts borrowed under the facilities are payable on demand. There were no borrowings outstanding under this credit facility as of September 30, 2022 and 2021.

•During the year ended September 30, 2022, we executed a secured, uncommitted loan facility, under which StoneX Financial Ltd may borrow up to $45.0 million, collateralized by commodities warehouse receipts, to facilitate the financing of inventory of commodities, subject to certain terms and conditions of the credit agreement. There were $0.0 million and $25.0 million in borrowings outstanding under this credit facility as of September 30, 2022 and 2021, respectively.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone subsidiary basis, in certain cases, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2022, we and our subsidiaries are in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our three-year syndicated revolving loan facility, during the trailing twelve months ended September 30, 2022, interest expense directly attributable to trading activities includes $62.3 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $23.0 million in connection with securities lending activities.

Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2022. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 21 of the Consolidated Financial Statements.

Our subsidiary, StoneX Markets LLC, is a CFTC provisionally registered swap dealer, and under these capital rules is subject to a minimum regulatory capital requirement of $20.0 million for the first time during the year ended September 30, 2022. The Dodd-Frank Act created a regulatory regime governing OTC swaps and imposed further regulations on listed derivatives. During 2016, CFTC 23.154, Calculation of Initial Margin rules came into effect, imposing new requirements on registered

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swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, with StoneX Markets LLC falling in the final compliance date tier of September 2022.

Compliance with this or other swap-related regulatory capital requirements may require us to devote more capital to these businesses or otherwise restructure our operations, such as by combining these businesses with other regulated subsidiaries that must also satisfy regulatory capital requirements. StoneX Markets LLC has faced, and may continue to face, increased costs due to the registration and regulatory requirements listed above, as may any other of our subsidiaries that may be required to register, or may register voluntarily, as a swap dealer and/or swap execution facility.

Cash Flows

We include client cash and securities that meet the short term requirement for cash classification to be segregated for regulatory purposes in our consolidated cash flow statements. We hold a significant amount of U.S. Treasury obligations which represent investment of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our consolidated statements of cash flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the consolidated statements of cash flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents decreased from $6,509.5 million as of September 30, 2021 to $6,285.1 million as of September 30, 2022, a net decrease of $224.4 million. Net cash of $229.5 million was used by operating activities, including movements typical of our operations, with large changes coming from payables to clients, funds with broker dealers and clearing organizations, as well as securities sold.

In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We continuously evaluate opportunities to expand our business. Investing activities include $49.5 million in capital expenditures for property and equipment during the year ended September 30, 2022 compared to $62.1 million during the year ended September 30, 2021 and $16.6 million during the year ended September 30, 2020. Capital expenditures over the past three years have primarily included software development, core information technology hardware acquisitions, and leasehold improvements on office space.

Investing activities also include $0.2 million in cash payments for the acquisition of businesses during the year ended September 30, 2022 compared to $2.4 million during the year ended September 30, 2021 and $225.0 million during the year ended September 30, 2020. Further information about business acquisitions is contained in Note 20 to the Consolidated Financial Statements. These amounts were offset by smaller inflows related to sales of equipment and exchange membership stock, mainly in the year ended September 30, 2021.

Financing activities included $170.3 million outflow to settle secured term loans, more than offset by inflows related to our revolving lines of credit, primarily, of $211.5 million. Other inflows arose from stock option exercises and proceeds from greater than 90 day maturity loans, offset by various payments and repayments of loans with greater than 90 day maturities. We did not repurchase any of our outstanding common stock during the year ended September 30, 2022.

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On August 23, 2022, our Board of Directors authorized the repurchase of up to 1.0 million shares of our outstanding common stock in open market purchases and private transactions, commencing on October 1, 2022 and ending on September 30, 2023. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

Contractual Obligations

The following table summarizes our cash payment obligations as of September 30, 2022:

Payments Due by Period
(in millions)TotalLess than 1 year1 - 3 Years3 - 5 YearsAfter 5 Years
Operating lease obligations$179.7$17.2$32.8$31.9$97.8
Purchase obligations(1)7,560.87,560.8
Payable to lenders under loans485.10.6478.16.4
Senior secured borrowings347.9347.9
Other65.216.723.614.310.6
$8,638.7$7,595.3$882.4$52.6$108.4

(1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities. Unpriced contract commitments have been estimated using September 30, 2022 fair values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $8,253.9 million.

Total contractual obligations exclude defined benefit pension obligations. We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2022. During the year ending September 30, 2023, we anticipate making future benefit payments of $2.1 million related to the defined benefit plans. Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements.

Based upon our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to

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netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold options and futures on options contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the consolidated financial statements as of September 30, 2022 and 2021, at fair value of the related financial instruments, totaling $2,469.6 million and $1,771.2 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value, and Physical commodities inventory, net. We will incur losses if the fair value of the Financial instruments sold, not yet purchased, increases subsequent to September 30, 2022, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2022. The totals of $2,469.6 million and $1,771.2 million include a net liability of $384.0 million and $368.5 million for derivatives, based on their fair value as of September 30, 2022 and 2021, respectively.

We do not anticipate non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guaranties to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2022 and 2021.

Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, while we may not be readily recoverable from increasing the prices of our services. Rising

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interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, as well as the recorded amounts of revenue and expenses during the reported period. The accounting policies discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.

Valuation of Financial Instruments and Foreign Currencies

Description

Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization. These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased. Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings.

Foreign currency translation is an estimate critical to consolidating in our reporting currency. The value of certain assets and liabilities denominated in foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period. For foreign currency transactions completed during each reporting period, the foreign exchange rate in effect at the time of the transaction is used before translation into U.S. dollar equivalent for consolidated reporting.

Judgment and Uncertainties

At each period end, we, using professional judgment and industry expertise, select fair values for financial instruments. Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker or dealer price quotations. In limited cases, we use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, certain assumptions may be required to determine the fair value.

Effect if Actual Results Differ From Assumptions

Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment. We do not believe that there is a reasonable likelihood that such a possibility will be significant. This view is supported by a few key factors:

•Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information.

•We have robust controls and procedures surrounding pricing and our various technologies involved in it.

•The relevant positions are generally short-term in nature.

•The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.

Revenue Recognition

Description

A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis. We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.

A substantial amount of our revenues derive from Commission and clearing fees. These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions. We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.

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We recognize revenue on commodities that are purchased for physical delivery to clients when we meet our obligations to our clients and in an amount equal to the consideration we expect to receive at that point in time.

Judgment and Uncertainties

Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations.

Effect if Actual Results Differ From Assumptions

If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated. We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period. In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as we satisfy our performance obligations, and we do not need to estimate when that may have occurred.

Income Taxes

Description

We are subject to income taxes in the U.S. and numerous foreign jurisdictions.

Judgment and Uncertainties

Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. We do not currently have any uncertain tax positions.

Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances. If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Effect if Actual Results Differ From Assumptions

We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements. The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.

Accounting Standards Update

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities from acquired contracts using the revenue recognition guidance under Accounting Standards Codification Topic 606, Revenue from Contacts with Customers, in order recognize contract liabilities in alignment with the definition of performance obligations. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, which means that it will be effective for our fiscal year beginning October 1, 2023. Early adoption is permitted. We do not believe that adoption of ASU 2021-08 will have a significant impact on our consolidated financial statements. We do not expect any other recently issued accounting pronouncements to have a significant effect on our financial statements.

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FY 2021 10-K MD&A

SEC filing source: 0000913760-21-000189.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2021-11-29. Report date: 2021-09-30.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, U.S. federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries, the failure to successfully integrate the operations of businesses acquired and the potential impact of the COVID-19 pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business customers. 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. Factors that might cause such a difference include, among other things, those set forth under “Risk Factors” and those appearing elsewhere in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. 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.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platform and our team of more than 3,200 employees as of September 30, 2021. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of this Annual Report on Form 10-K.

Our operating segments are based primarily on the nature of the clients we serve, consisting of Commercial, Institutional, Retail, and Global Payments clients. This structure allows us to efficiently serve clients in more than 180 countries and manage our large global footprint. See Segment Information for a listing of business activities performed within our reportable segments.

StoneX Group Inc. and its trade name "StoneX" carries forward the foundation established by Saul Stone in 1924 to today's modern financial services firm. Today, we provide an institutional-grade financial services ecosystem, connecting our clients to 36 derivatives exchanges, 185 foreign exchange markets, nearly every global securities marketplace, and a number of bi-lateral liquidity venues via our networks of highly integrated digital platforms and experienced professionals. Our platform delivers support throughout the entire lifecycle of a transaction, from consulting and boots-on-the-ground intelligence, to efficient execution, to post-trade clearing, custody and settlement.

COVID Impact

Beginning in the second quarter of fiscal 2020 and continuing through the fourth quarter of fiscal 2021, worldwide social and economic activity has been severely impacted by the spread and threat of COVID-19. In March 2020, COVID-19 was recognized as a global pandemic and spread to many regions of the world, including all countries in which we have operations. The responses by governments and societies to the COVID-19 pandemic, which include temporary closures of businesses, social distancing, travel restrictions, “shelter in place” and other governmental regulations and various economic stimulus programs, have significantly impacted market volatility and general economic conditions. We have and continue to closely track the evolving impact of COVID-19 and are focused on helping our customers and employees through these difficult times.

Current Results of Operations

The COVID-19 pandemic has resulted in significant market volatility and unprecedented market conditions. Our fourth quarter results continue to reflect revenue growth in Equity and Debt Capital Markets over the prior year primarily related to increased customer flow to our equity market making desk and a widening of spreads in fixed income products, albeit to a lesser extent than in the third quarter of fiscal 2020, as a result of periods of higher volatility in the global markets due to economic concerns related to the COVID-19 pandemic. We have also seen a significant increase in customer demand for precious metals in light of

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the COVID-19 global pandemic and the resulting effect on the global economy. This revenue growth has been partially offset by the effect of the actions of the Federal Open Market Committee (“FOMC”), which immediately reduced short term interest rates by 100 basis points in March 2020 in response to the economic effect of the pandemic and the resulting effect on our interest and fee income earned on client balances as well as increases in bad debt expense, reflective of the effect of the global pandemic on our client base.

Employees

We have taken actions to minimize risk to our employees, including restricting travel and providing secure and efficient remote work options for our team members. These steps leveraged our existing operational contingency plans at every level of the organization, ensuring business process and control continuity, while preventing major disruption to our clients and operations.

Business Continuity Plans

We deployed business continuity plans to ensure we continue to serve our customers while maintaining operational flexibility through the evolving conditions described above, including the ability to work remotely for all of our staff, as needed.

The full extent to which the COVID-19 pandemic will impact our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, including variants of COVID-19 emerging from time-to-time, and the mitigation efforts by government entities, as well as our own immediate and continuing COVID-19 operational response. We have taken, and will continue to take, active and decisive steps in this time of uncertainty and remain committed to the safety of our employees, while also continuing to serve our customers.

Executive Summary

In fiscal 2021 we continued to benefit from our diversified product offering and client base, achieving operating revenue growth across all of our operating segments. Increased volatility in commodity prices drove significant growth in operating revenues from both listed and OTC derivatives, and while spreads in securities products have declined versus the prior year, which benefited from volatility related to the onset of the COVID-19 pandemic, we experienced significant growth in securities volumes leading to growth in operating revenues from securities contracts. We continue to face the headwind of historically low short-term interest rates, with interest and fee income on client balances declining $16.7 million, or 39%, to $26.0 million in the year ended September 30, 2021, however we experienced strong growth in our client balances, as average client equity and average money-market/FDIC sweep balances increased 39% and 30%, respectively compared to the year ended September 30, 2020.

Operating revenues increased $364.8 million, or 28%, to $1,673.1 million in the year ended September 30, 2021 compared to $1,308.3 million in the year ended September 30, 2020, led by our Retail segment, which added $208.0 million compared to the year ended September 30, 2020, principally related to the acquisition of Gain, effective August 1, 2020. In addition, our Commercial and Institutional segments added $103.3 million and $44.3 million, respectively, compared to the year ended September 30, 2020, while our Global Payments segment added $19.9 million.

Overall segment income increased $111.1 million, or 28%, compared to the year ended September 30, 2020. This growth in segment income was led by our Commercial segment which increased $50.3 million, or 35% compared to the year ended September 30, 2020, as a result of strong growth in operating revenues, benefiting from increased volatility and customer activity, primarily in agricultural and metal commodity markets.

Institutional segment income increased $14.8 million, or 10% compared to the year ended September 30, 2020. This growth was principally driven by an 7% increase in operating revenues, most notably in securities transactions, where securities average daily volumes (“ADV”) increased 61% compared to the year ended September 30, 2020, which was partially offset by a 28% decline in securities rate per million (“RPM”) earned. In addition, bad debts, net of recoveries and impairments in the Institutional segment declined $9.2 million compared to the year ended September 30, 2020. These net positive variances were partially offset by a $16.3 million decline in interest and fee income earned on average client equity and FDIC sweep balances compared to the year ended September 30, 2020.

Segment income in our Retail segment increased $36.1 million or 114% compared to the year ended September 30, 2020, primarily as a result of the acquisition of Gain as well as an increase in customer activity in our retail precious metal and independent wealth management businesses.

Finally, Global Payments segment income increased $9.9 million, or 14% compared to the year ended September 30, 2020, as average daily volumes increased 20% compared to the year ended September 30, 2020. This was partially offset by a $4.2 million increase in non-variable direct expenses, primarily fixed compensation and benefits.

Interest expense related to corporate funding purposes increased $17.7 million to $41.3 million in the year ended September 30, 2021 compared to $23.6 million in the year ended September 30, 2020, primarily due to incremental interest related to the

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issuance of senior secured notes during June 2020, partially offset by lower short-term interest rates on our senior secured syndicated loan facility.

On the expense side, we continue to focus on maintaining our variable cost model and limiting the growth of our non-variable

expenses. Reflecting such efforts, variable expenses were 56% of total expenses in the current period compared to 59% in the prior year period. Non-variable expenses, excluding bad debts increased $183.5 million compared to the year ended September 30, 2020, principally due to the Gain acquisition in the fourth quarter of fiscal 2020.

Net income decreased $53.3 million to $116.3 million in the year ended September 30, 2021 compared to $169.6 million in the year ended September 30, 2020. Diluted earnings per share were $5.74 for the year ended September 30, 2021 compared to $8.61 in the year ended September 30, 2020. Net income includes gains on acquisitions of $3.3 million and $81.9 million for the years ended September 30, 2021 and 2020, respectively. These gains on acquisitions are non-taxable, and accordingly there is no corresponding income tax provision amounts recorded related to the gains.

Selected Summary Financial Information

Results of Operations

Set forth below is our discussion of the results of our operations, as viewed by management, for the periods indicated.

Financial Overview

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Revenues:
Sales of physical commodities$40,961.6(23)%$52,899.266%$31,830.3
Principal gains, net892.043%622.250%415.8
Commission and clearing fees487.221%403.68%372.4
Consulting, management, and account fees91.09%83.75%79.6
Interest income102.4(22)%130.9(34)%198.9
Total revenues42,534.2(21)%54,139.665%32,897.0
Cost of sales of physical commodities40,861.1(23)%52,831.366%31,790.9
Operating revenues1,673.128%1,308.318%1,106.1
Transaction-based clearing expenses271.722%222.521%183.5
Introducing broker commissions160.541%113.8(1)%114.7
Interest expense49.6(38)%80.4(43)%142.0
Interest expense on corporate funding41.375%23.686%12.7
Net operating revenues1,150.032%868.033%653.2
Compensation and benefits679.131%518.732%393.1
Bad debts, net of recoveries and impairments10.4(44)%18.7648%2.5
Recovery of bad debt on physical coal—%(100)%(12.4)
Other expenses309.851%205.825%164.5
Total compensation and other expenses999.334%743.236%547.7
Gain on acquisitions and other gains3.4(96)%81.91,389%5.5
Income before tax154.1(25)%206.786%111.0
Income tax expense37.82%37.143%25.9
Net income$116.3(31)%$169.699%$85.1

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The tables below present a disaggregation of consolidated operating revenues and select operating data and metrics used by management in evaluating our performance, for the periods indicated:

Year Ended September 30,
2021% Change2020% Change2019
Operating Revenues (in millions):
Listed derivatives$387.618%$328.54%$317.1
OTC derivatives143.429%111.213%98.3
Securities533.616%458.339%329.3
FX / Contract for Difference (“CFD”) contracts(1)242.0262%66.9207%21.8
Global payments133.817%114.63%110.8
Physical contracts152.625%122.465%74.0
Interest / fees earned on client balances26.0(39)%42.7(49)%83.9
Other69.52%68.4(9)%75.2
Corporate Unallocated1.7(88)%14.6(30)%20.8
Eliminations(17.1)(11)%(19.3)(23)%(25.1)
$1,673.128%$1,308.318%$1,106.1
Column 1Column 2
(1)Operating revenues from FX / CFD contracts for the year ended September 30, 2020 includes 43 trading days of Gain activity from the period post-acquisition of Gain, which was acquired effective August 1, 2020. Gain activity is shown in our Retail segment, along with our pre-existing FX activities, which are shown in our Institutional segment. Both had a full year of trading days during the year ended September 30, 2020.
Year Ended September 30,
2021% Change2020% Change2019
Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)146,101(6)%154,65220%128,898
Listed derivatives, average rate per contract (1)$2.5529%$1.98(9)%$2.17
Average client equity - listed derivatives (millions)$3,84239%$2,76533%$2,073
Over-the-counter (“OTC”) derivatives (contracts, 000’s)2,55721%2,11319%1,772
OTC derivatives, average rate per contract$55.707%$52.19(5)%$55.19
Securities average daily volume (“ADV”) (millions)$2,77661%$1,72920%$1,440
Securities rate per million (“RPM”) (2)$610(28)%$84523%$685
Average money market / FDIC sweep client balances (millions)$1,47130%$1,13043%$791
FX / CFD contracts ADV (millions) (3)$10,63610%$9,679611%$1,361
FX / CFD contracts RPM$89(8)%$9770%$57
Global Payments ADV (millions)$5420%$45—%$45
Global Payments RPM$9,921(2)%$10,0923%$9,805
(1)Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)Interest income related to securities lending is excluded from the calculation of Securities RPM.
(3)ADV for the year ended September 30, 2020 includes 43 trading days of Gain activity from the period post-acquisition of Gain, which was acquired effective August 1, 2020. Gain activity is shown in our Retail segment, along with our pre-existing FX activities, which are shown in our Institutional segment. Both had a full year of trading days during the year ended September 30, 2020.

Operating Revenues

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $364.8 million, or 28%, to $1,673.1 million in the year ended September 30, 2021 compared to $1,308.3 million in the year ended September 30, 2020. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Operating revenues derived from listed derivatives increased $59.1 million, or 18%, to $387.6 million in the year ended September 30, 2021 compared to $328.5 million in the year ended September 30, 2020, principally driven by a 29% increase in the average rate per contract, which was partially offset by a 6% decline in listed derivative volumes.

Operating revenues in OTC derivatives increased $32.2 million, or 29%, to $143.4 million in the year ended September 30, 2021 compared to $111.2 million in the year ended September 30, 2020. This growth was principally driven by increased customer activity in agricultural markets which drove a 21% increase in OTC contract volumes.

Operating revenue from securities transactions increased $75.3 million, or 16%, to $533.6 million in the year ended September 30, 2021 compared to $458.3 million in the year ended September 30, 2020. This was principally a result of a 61% increase in securities ADV driven by increased customer activity in fixed income markets and to a lesser extent equity products, which was partially offset by a 28% decline in RPM as a result of lower spreads in fixed income products.

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Operating revenues from FX/CFD contracts increased $175.1 million, or 262%, to $242.0 million in the year ended September 30, 2021 compared to $66.9 million in the year ended September 30, 2020, as a result of an incremental $183.0 million increase in FX/CFD contracts operating revenues in our Retail segment resulting from the acquisition of Gain, which was partially offset by lower FX operating revenues in our Institutional FX prime brokerage business.

Operating revenues from global payments increased by $19.2 million, or 17%, to $133.8 million in the year ended September 30, 2021 compared to $114.6 million in the year ended September 30, 2020, principally as a result of a 20% increase in ADV.

Operating revenues from physical contracts increased $30.2 million, or 25%, to $152.6 million in the year ended September 30, 2021 compared to $122.4 million in the year ended September 30, 2020, principally due to increased customer activity in agricultural and energy commodities as well as continued strong customer demand for precious metals.

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, declined $16.7 million, or 39%, to $26.0 million in the year ended September 30, 2021 compared to $42.7 million in the year ended September 30, 2020, principally as a result of a significant decline in short term interest rates related to the FOMC’s actions to reduce the federal funds rate in March 2020. Partially offsetting the decline in short term interest rates was an increase in average client equity and average FDIC sweep client balances of 39% and 30%, respectively.

Finally, related to the transfer of the majority of the operations of Gain’s U.K. domiciled subsidiaries into StoneX Financial Ltd., a U.S. dollar denominated entity, which was completed during the quarter ended March 2021, operating revenues for the year ended September 30, 2021 include a $5.0 million loss on derivative positions entered into to mitigate our exposure to the British Pound in the Gain subsidiaries in advance of the transfer as well as a $0.4 million foreign currency gain on revaluation related to the Gain U.K. domiciled subsidiaries. Prior to the transfer, the assets and liabilities of Gain’s U.K. subsidiaries were subject to translation to the U.S. dollar, and for the period beginning October 2020 through March 31, 2021, the foreign currency translation adjustment related to Gain’s U.K. subsidiaries resulted in a $10.3 million increase in “accumulated other comprehensive income”.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Operating revenues increased 18% to $1,308.3 million in the year ended September 30, 2020 compared to $1,106.1 million in the year ended September 30, 2019.

The table above displays operating revenues disaggregated across the products in which we conduct our business. Operating revenues in listed derivatives increased $11.4 million, or 4% to $328.5 million in the year ended September 30, 2020 compared to $317.1 million in the year ended September 30, 2019, primarily a result of a 20% increase in listed derivative volumes while the average rate per contract declined 9%.

Operating revenues in OTC derivatives increased $12.9 million, or 13% to $111.2 million in the year ended September 30, 2020 compared to $98.3 million in the year ended September 30, 2019, driven by a 19% increase in OTC derivative volumes driven by heightened volatility in energy and renewable fuels markets.

Operating revenue from Securities transactions increased $129.0 million, or 39% to $458.3 million in the year ended September 30, 2020 compared to $329.3 million in the year ended September 30, 2019, primarily as a result of a 20% increase in securities ADV as well as a 23% increase in RPM, each of which were driven by heightened volatility in the global equity and fixed income markets due to economic concerns related to the COVID-19 pandemic.

Operating revenues from FX/CFD contracts increased $45.1 million, or 207% to $66.9 million in the year ended September 30, 2020 compared to $21.8 million in the year ended September 30, 2019, as a result of a $42.9 million increase in retail FX/CFD contracts operating revenues driven by the acquisition of Gain in the fourth quarter fiscal 2020.

Operating revenues from global payments increased by $3.8 million, or 3% to $114.6 million in the year ended September 30, 2020 compared to $110.8 million in the year ended September 30, 2019, as a result of a 3% increase in the RPM as the ADV was relatively flat with the prior year at $45 as the results of the global economic slowdown related to the COVID-19 pandemic inhibited growth.

Operating revenues from physical contracts increased $48.4 million, or 65% to $122.4 million in the year ended September 30, 2020 compared to $74.0 million in the year ended September 30, 2019, primarily due to a significant increase in customer demand for precious metals as well as a widening of spreads due to market dislocations related to the COVID-19 pandemic. This was partially offset by a $7.6 million loss on a lower of cost or net realizable value adjustment for certain physical inventories in energy commodities in the year ended September 30, 2020.

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Finally, 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, declined $41.2 million, or 49% to $42.7 million in the year ended September 30, 2020 compared to $83.9 million in the year ended September 30, 2019 as a result of a significant decline in short term interest rates related to FOMC actions to reduce the federal funds rate beginning in August 2019. Partially offsetting the decline in short term interest rates was an increase in average client equity and average FDIC sweep client balances of 33% and 43%, respectively.

Interest and Transactional Expenses

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Transaction-based clearing expenses

Year Ended September 30,
20212020$ Change% Change
Transaction-based clearing expenses$271.7$222.5$49.222%
Percentage of operating revenues16%17%

The increase in transaction-based clearing expense is principally due to incremental costs in the retail forex business within our Retail segment related to the acquisition of Gain effective August 1, 2020, and also from higher clearing and exchange fees within our Institutional segment, resulting from the increase in securities ADV, and our Commercial segment, resulting from the increase in listed derivative contract volumes.

Introducing broker commissions

Year Ended September 30,
20212020$ Change% Change
Introducing broker commissions$160.5$113.8$46.741%
Percentage of operating revenues10%9%

The increase in introducing broker commissions is principally due to increases in our Retail and Institutional segments related to incremental expense from the Gain acquisition. Additionally, higher revenues have resulted in increased costs within our Commercial segment and our Independent Wealth Management business.

Interest expense

Year Ended September 30,
20212020$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$9.6$33.5$(23.9)(71)%
Securities borrowing17.625.0(7.4)(30)%
Short-term financing facilities of subsidiaries and other direct interest of operating segments22.421.90.52%
49.680.4(30.8)(38)%
Corporate funding41.323.617.775%
Total interest expense$90.9$104.0$(13.1)(13)%

The decrease in interest expense attributable to trading activities is principally due to the decrease in short-term interest rates. Interest expense on corporate funding increased principally due to incremental interest related to the issuance of our senior secured notes during June 2020, partially offset by lower short-term interest rates on our senior secured syndicated loan facility. In June 2020, we completed the issuance and sale of $350.0 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 at the offering price of 98.5% of the aggregate principal amount.

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Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Transaction-based clearing expenses

Year Ended September 30,
20202019$ Change% Change
Transaction-based clearing expenses$222.5$183.5$39.021%
Percentage of operating revenues17%17%

The increase in transaction-based clearing expenses primarily resulted from higher listed derivative contracts, higher clearing and exchange fees within Equity Capital Markets and incremental costs in Retail Forex related to the acquisition of Gain effective August 1, 2020.

Introducing broker commissions

Year Ended September 30,
20202019$ Change% Change
Introducing broker commissions$113.8$114.7$(0.9)(1)%
Percentage of operating revenues9%10%

The decrease in expense is primarily due to decreased activity of listed derivatives within our Institutional and Commercial segments, partially offset by expense increases in our Retail segment due to incremental expense from the Gain acquisition and increased activity in our Independent Wealth Management business as a result of higher revenues.

Interest expense

Year Ended September 30,
20202019$ Change% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities$33.5$73.9$(40.4)(55)%
Securities borrowing25.035.8(10.8)(30)%
Short-term financing facilities of subsidiaries and other direct interest of operating segments21.932.3(10.4)(32)%
80.4142.0(61.6)(43)%
Corporate funding23.612.710.986%
Total interest expense104.0154.7(50.7)(33)%

Interest expense attributable to trading activities decreased principally due to the impact of changes in the short-term interest rate environment. Interest expense on short-term financing facilities of subsidiaries and other direct interest expense of operating segments decreased principally due to the decrease in short-term interest rates along with lower average borrowings outstanding on our physical commodities financing facilities.

Interest expense related to corporate funding purposes increased principally to incremental interest related to the June 2020 issuance and sale of $350 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 at the offering price of 98.5% of the aggregate principal amount.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess the performance of our operating segments. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

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The table below presents a disaggregation of consolidated net operating revenues used by management in evaluating our performance, for the periods indicated:

Year Ended September 30,
2021% Change2020% Change2019
Net Operating Revenues (in millions):
Listed derivatives$173.821%$143.9—%$143.4
OTC derivatives143.429%111.213%98.2
Securities357.824%287.9112%135.7
FX / CFD contracts193.2249%55.4195%18.8
Global Payments126.416%108.74%105.0
Physical contracts136.227%107.190%56.5
Interest, net / fees earned on client balances22.9(35)%35.4(47)%67.3
Other51.119%42.910%39.1
Corporate Unallocated(54.8)124%(24.5)127%(10.8)
$1,150.032%$868.033%$653.2

Compensation and Other Expenses

The following table presents a summary of expenses, other than interest and transactional expenses.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Compensation and benefits:
Variable compensation and benefits$377.727%$296.840%$211.6
Fixed compensation and benefits301.436%221.922%181.5
679.131%518.732%393.1
Other expenses:
Trading systems and market information58.827%46.319%38.8
Professional fees40.935%30.244%21.0
Non-trading technology and support46.062%28.441%20.1
Occupancy and equipment rental34.246%23.521%19.4
Selling and marketing33.3173%12.2135%5.2
Travel and business development4.5(49)%8.9(45)%16.2
Communications9.333%7.06%6.6
Depreciation and amortization36.585%19.741%14.0
Bad debts, net of recoveries and impairment10.4(44)%18.7648%2.5
Recovery of bad debt on physical coal—%(100)%(12.4)
Other46.356%29.628%23.2
320.243%224.545%154.6
Total compensation and other expenses$999.334%$743.236%$547.7

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Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Compensation and Other Expenses: Compensation and other expenses increased $256.1 million, or 34%, to $999.3 million in the year ended September 30, 2021 compared to $743.2 million in the year ended September 30, 2020.

Compensation and Benefits:

Year Ended September 30,
(in millions)20212020$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$333.5$251.0$82.533%
Administrative, executive, and centralized and local operations44.245.8(1.6)(3)%
Total variable compensation and benefits377.7296.880.927%
Variable compensation and benefits as a percentage of net operating revenues33%34%
Fixed compensation and benefits:
Non-variable salaries204.7159.045.729%
Employee benefits and other compensation, excluding share-based compensation82.852.630.257%
Share-based compensation13.910.33.635%
Total fixed compensation and benefits301.4221.979.536%
Total compensation and benefits679.1518.7160.431%
Total compensation and benefits as a percentage of operating revenues41%40%
Number of employees, end of period3,2422,95029210%

Non-variable salaries increased principally due to a full year of the costs associated with the Gain acquisition in the fourth quarter of the year ended September 30, 2020.

Employee benefits and other compensation, excluding share-based compensation, increased principally due to higher payroll, benefits, and retirement costs from the increased headcount. Share-based compensation is a component of the fixed portion, and includes stock option and restricted stock expense.

Fixed compensation and benefits during the year ended September 30, 2021 include severance costs of $7.7 million, principally due to the departure of certain senior officers. During the during the year ended September 30, 2020, severance costs were $1.5 million.

Other Expenses: Other non-compensation expenses increased $95.7 million, or 43%, to $320.2 million in the year ended September 30, 2021 compared to $224.5 million in the year ended September 30, 2020.

Trading systems and market information costs increased $12.5 million, principally due to incremental costs in the retail forex business acquired as part of the Gain acquisition in the fourth quarter of fiscal 2020 and higher costs in our Institutional segment.

Professional fees increased $10.7 million, principally due to higher legal, consulting and accounting services fees.

Non-trading technology and support increased $17.6 million, principally due to incremental costs related to the Gain acquisition in the fourth quarter of fiscal 2020 in addition to higher non-trading software implementation costs related to various IT, client engagement, and accounting systems.

Occupancy and equipment rental increased $10.7 million, principally due to additional leased office space.

Selling and marketing costs increased $21.1 million, principally due to incremental costs related to the acquired retail forex business, partially offset by the prior year including costs for the bi-annual global sales meeting held in February 2020.

Travel and business development decreased $4.4 million principally as a result of the impact of the response by governments and regulatory bodies to the COVID-19 pandemic, which included social distancing; travel restrictions, “shelter in place” and other governmental regulations.

Communications increased $2.3 million, principally due to incremental costs related to the Gain acquisition in the fourth quarter of fiscal 2020.

Depreciation and amortization increased $16.8 million, principally due to the amortization costs of the acquired intangible assets related to the Gain acquisition, as well as increases in depreciation of IT hardware, third-party software, internally developed software, and amortization of leasehold improvements.

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Other expenses increased $16.7 million, primarily due to incremental costs from recent acquisitions most notably related to higher non-income taxes, insurance and recruiting costs.

Bad debts, net of recoveries and impairment decreased $8.3 million year-over-year. During the year ended September 30, 2021, bad debts, net of recoveries were $10.4 million, principally related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.4 million, $0.6 million, and $1.1 million, respectively. Additionally, we recorded bad debt expense of $5.1 million related to trade receivables with physical clients.

During the year ended September 30, 2020, bad debts, net of recoveries were $13.0 million, primarily related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.5 million, $5.7 million, and $0.6 million, respectively. Additionally, we recorded bad debt expense of $3.2 million related to trade receivables with physical clients.

In connection with the integration of Gain, the Company re-evaluated all trading systems utilized across the organization in order to identify duplicative systems. In connection with this process, the Company determined that certain legacy capitalized developed software costs within our OTC foreign exchange and physical metals business would no longer be placed into service and utilized as expected prior to the merger with Gain. As a result, the Company recorded impairment charges of $5.7 million in the year ended September 30, 2020.

Gain on Acquisitions and Other Gains: The results of the year ended September 30, 2021 include a gain of $3.3 million related to an adjustment to the liabilities assumed as part of the Gain acquisition initially determined values, as of August 1, 2020. The results of the year ended September 30, 2020 included gain on acquisitions of $81.9 million, principally related to the acquisition of Gain.

Provision for Taxes: The effective income tax rate was 25% in the year ended September 30, 2021 compared to 18% in the year ended September 30, 2020. The gains on acquisitions of $3.3 million and $81.9 million in the year ended September 30, 2021 and 2020, respectively, are not taxable and reduced the effective income tax rate 0.5% and 8.3% in the year ended September 30, 2021 and 2020, respectively.

The effective income tax rate for the year ended September 30, 2021 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”), U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher tax rates. The effective rate for the year ended September 30, 2020 was lower than the U.S. federal statutory rate of 21% due to the non-taxable gain recognized upon the acquisition of Gain.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Compensation and Other Expenses: Compensation and other expenses increased $195.5 million, or 36%, to $743.2 million in the year ended September 30, 2020 compared to $547.7 million in the year ended September 30, 2019.

Compensation and Benefits:

Year Ended September 30,
(in millions)20202019$ Change% Change
Compensation and benefits:
Variable compensation and benefits
Front office$251.0$179.5$71.540%
Administrative, executive, and centralized and local operations45.832.113.743%
Total variable compensation and benefits296.8211.685.240%
Variable compensation and benefits as a percentage of net operating revenues34%32%
Fixed compensation and benefits:
Non-variable salaries159.0128.330.724%
Employee benefits and other compensation, excluding share-based compensation52.645.17.517%
Share-based compensation10.38.12.227%
Total fixed compensation and benefits221.9181.540.422%
Total compensation and benefits518.7393.1125.632%
Total compensation and benefits as a percentage of operating revenues40%36%
Number of employees, end of period2,9502,01293847%

Non-variable salaries increased principally due to the acquisitions and new business initiatives during the year ended September 30, 2020.

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Employee benefits and other compensation, excluding share-based compensation, increased principally due to higher payroll, health care and retirement costs from the increased headcount. Share-based compensation is a component of the fixed portion, and includes stock option and restricted stock expense.

Other Expenses: Other non-compensation expenses increased $69.9 million, or 45%, to $224.5 million in the year ended September 30, 2020 compared to $154.6 million in the year ended September 30, 2019. Other non-compensation expenses related to acquisitions and new business initiatives began after September 2018 added $27.7 million.

Trading systems and market information costs increased $7.5 million, of which $6.1 million was related to incremental costs from recent acquisitions and new business initiatives.

Professional fees increased $9.2 million, primarily related to acquisition-specific closing costs.

Non-trading technology and support increased $8.3 million, primarily due to higher costs from non-trading software as a service arrangements related to various IT, client engagement, accounting and human resources systems, higher costs from external data center services, and incremental costs due to acquisitions and new business initiatives during the year ended September 30, 2020.

Occupancy and equipment rental increased $4.1 million, primarily related to higher office lease costs of $3.7 million, including $1.5 million in incremental costs from recent acquisitions.

Selling and marketing costs increased $7.0 million, primarily related to incremental costs from the acquisition of Gain.

Travel and business development decreased $7.3 million primarily as a result of the impact of the response by governments and regulatory bodies to the COVID-19 pandemic, which included social distancing; travel restrictions, “shelter in place” and other governmental regulations.

Depreciation and amortization increased primarily due to higher depreciation expense of leaseholds and IT equipment, and higher amortization expense of intangible assets recorded as part of the acquisitions completed during the year ended September 30, 2020.

Excluding the recovery of bad debt on physical coal discussed below, bad debts, net of recoveries and impairment increased $16.2 million year-over-year. During the year ended September 30, 2020, bad debts, net of recoveries were $13.0 million, primarily related to client trading account deficits in our Commercial, Institutional, and Retail segments of $3.5 million, $5.7 million, and $0.6 million, respectively. Additionally, we recorded bad debt expense of $3.2 million related to trade receivables with physical clients. During the year ended September 30, 2019, bad debts, net of recoveries were $2.5 million, primarily related to $2.7 million of OTC client account deficits, partially offset by a $1.4 million client recovery, in the Commercial segment and $1.4 million in the Institutional segment.

In connection with the integration of Gain, the Company re-evaluated all trading systems utilized across the organization in order to identify duplicative systems. In connection with this process, the Company determined that certain legacy capitalized developed software costs within our OTC foreign exchange and physical metals business would no longer be placed into service and utilized as expected prior to the merger with Gain. As a result, the Company recorded impairment charges of $5.7 million in the year ended September 30, 2020.

Recovery of Bad Debt on Physical Coal: During the year ended September 30, 2019, we recorded recoveries on the bad debt on physical coal of $12.4 million related to settlements reached with clients and proceeds received through an insurance policy claim related to a physical coal bad debt.

Gain on Acquisitions and Other Gains: The results of the year ended September 30, 2020 included a gain of $81.8 million related to the acquisition of Gain. The results of the year ended September 30, 2019 included gains of $5.5 million, primarily related to the acquisition of the former subsidiary GMP Securities LLC, which was subsequently merged into StoneX Financial Inc.

Provision for Taxes: The effective income tax rate was 18% in the year ended September 30, 2020 compared to 23% in the year ended September 30, 2019. The effective income tax rate for the year ended September 30, 2020 was lower than the U.S. federal statutory rate of 21% due to the non-taxable bargain purchase gain recognized upon the acquisition of Gain. State income tax, GILTI, U.S. and foreign permanent differences, and an increase to foreign valuation allowances increased the effective income tax rate. The bargain purchase gain on acquisitions of $81.9 million is not taxable and reduced the effective income tax rate 8%. The estimated federal expense from GILTI increased the effective income tax rate approximately 0.7%. State income tax expense increased the effective income tax rate 1.0%. U.S. and foreign permanent differences increased the effective income tax rate approximately 1.4%. The increase in foreign valuation allowances also increased the effective income tax rate 1.0%. The effective income tax rate for fiscal 2019 was 23%. It was higher than the U.S. federal statutory rate of 21% due to GILTI, earnings taxed at a higher rate, foreign permanent differences, and an increase in foreign valuation allowances.

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The effective income tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings.

Variable vs. Fixed Expenses

The table below sets forth our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicted.

Year Ended September 30,
(in millions)2021% of Total2020% of Total2019% of Total
Variable compensation and benefits$377.726%$296.827%$211.625%
Transaction-based clearing expenses271.719%222.521%183.522%
Introducing broker commissions160.511%113.811%114.714%
Total variable expenses809.956%633.159%509.861%
Fixed compensation and benefits301.421%221.920%181.521%
Other fixed expenses309.822%205.819%164.519%
Bad debts, net of recoveries and impairment10.41%18.72%2.5—%
Recovery of bad debt on physical coal—%—%(12.4)(1)%
Total non-variable expenses621.644%446.441%336.139%
Total non-interest expenses$1,431.5100%$1,079.5100%$845.9100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

During the year ended September 30, 2021, non-variable expenses, excluding bad debts, net of recoveries and impairment, increased $183.5 million, or 43%, compared to the year ended September 30, 2020, primarily driven by incremental costs from the Gain acquisition in the fourth quarter of the year ended September 30, 2020.

During the year ended September 30, 2020, non-variable expenses, excluding bad debts, net of recovery and impairment and the recovery of bad debt on physical coal, increased $81.7 million, or 24%, compared to the year ended September 30, 2019, primarily driven by incremental costs from the acquisitions of UOB Bullion and Futures Limited, Tellimer, GIROXX, and Gain during the year, as well as certain transaction costs related to our acquisition of Gain.

Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. We manage our business in this manner due to our large global footprint, in which we have more than 3,200 employees allowing us to serve clients in more than 180 countries.

Our business activities are managed as operating segments and organized into reportable segments as shown below.

StoneX Group Inc.
CommercialInstitutionalRetailGlobal Payments
Primary Activities:Primary Activities:Primary Activities:Primary Activities:
Financial Ag & EnergyEquity Capital MarketsRetail ForexGlobal Payments
Physical Ag & EnergyDebt Capital MarketsRetail Precious MetalsPayment Technology Services
Precious MetalsFX Prime BrokerageIndependent Wealth Management
Derivative Voice BrokerageExchange-Traded Futures & Options
Correspondent Clearing

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Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense.

Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage, that can vary by revenue type, of an amount equal to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and an overhead allocation.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

Total Segment Results

The following table presents summary information concerning all of our business segments on a combined basis, excluding unallocated overhead, for the periods indicated.

Year Ended September 30,
(in millions)2021% of Operating Revenues2020% of Operating Revenues2019% of Operating Revenues
Sales of physical commodities$40,961.6$52,899.2$31,830.3
Principal gains, net899.0620.8412.8
Commission and clearing fees488.4405.1373.0
Consulting, management, and account fees86.579.277.2
Interest income114.1140.0208.0
Total revenues42,549.654,144.332,901.3
Cost of sales of physical commodities40,861.152,831.331,790.9
Operating revenues1,688.5100%1,313.0100%1,110.4100%
Transaction-based clearing expenses270.316%221.017%182.616%
Introducing broker commissions161.210%113.69%114.610%
Interest expense52.23%85.97%149.213%
Net operating revenues1,204.8892.5664.0
Variable direct compensation and benefits336.120%253.019%181.216%
Net contribution868.7639.5482.8
Fixed compensation and benefits162.3117.793.5
Other fixed expenses189.8108.093.5
Bad debts, net of recoveries and impairment10.418.72.5
(Recovery) bad debt on physical coal(12.4)
Total non-variable direct expenses362.521%244.419%177.116%
Segment income$506.2$395.1$305.7

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Net contribution for all of our business segments increased $229.2 million, or 36%, to $868.7 million in the year ended September 30, 2021 compared to $639.5 million in the year ended September 30, 2020. Segment income increased $111.1 million, or 28%, to $506.2 million in the year ended September 30, 2021 compared to $395.1 million in the year ended September 30, 2020.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Net contribution for all of our business segments increased $156.7 million, or 32%, to $639.5 million in the year ended September 30, 2020 compared to $482.8 million in the year ended September 30, 2019. Segment income increased $89.4 million, or 29%, to $395.1 million in the year ended September 30, 2020 compared to $305.7 million in the year ended September 30, 2019.

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Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity financing and logistics services. We believe our ability to provide these high-value-added products and services differentiates us from our competitors and maximizes our ability to retain clients.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Revenues:
Sales of physical commodities$39,420.3(25)%$52,593.966%$31,759.3
Principal gains, net245.526%194.124%156.7
Commission and clearing fees178.327%140.1(7)%150.5
Consulting, management and account fees19.75%18.81%18.6
Interest income20.2(13)%23.2(42)%40.3
Total revenues39,884.0(25)%52,970.165%32,125.4
Cost of sales of physical commodities39,349.2(25)%52,538.666%31,721.0
Operating revenues534.824%431.57%404.4
Transaction-based clearing expenses54.032%40.85%38.9
Introducing broker commissions34.745%24.0(10)%26.8
Interest expense13.0(2)%13.3(24)%17.5
Net operating revenues433.123%353.410%321.2
Variable direct compensation and benefits133.420%111.215%96.6
Net contribution299.724%242.28%224.6
Fixed compensation and benefits49.93%48.53%47.0
Other fixed expenses49.113%43.5(2)%44.3
Bad debts, net of recoveries and impairment8.52%8.3655%1.1
Recovery of bad debt on physical coal—%(100)%(12.4)
Total non-variable direct expenses107.57%100.325%80.0
Segment income$192.235%$141.9(2)%$144.6
Year Ended September 30,
2021% Change2020% Change2019
Operating Revenues (in millions):
Listed derivatives$223.526%$176.9(4)%$184.5
OTC derivatives143.429%111.013%98.3
Physical contracts132.221%109.649%73.5
Interest / fees earned on client balances14.61%14.5(50)%29.0
Other21.18%19.52%19.1
$534.824%$431.57%$404.4
Select data (all $ amounts are U.S. dollar equivalent):
Listed derivatives (contracts, 000’s)30,9046%29,2555%27,985
Listed derivatives, average rate per contract (1)$6.9226%$5.48—%$5.49
Average client equity - listed derivatives (millions)$1,64862%$1,0198%$948
Over-the-counter (“OTC”) derivatives (contracts, 000’s)2,55721%2,11319%1,772
OTC derivatives, average rate per contract$55.707%$52.19(5)%$55.19
(1) Give-up fees as well as cash and voice brokerage are excluded from the calculation of listed derivatives, average rate per contract.

For information about the assets of this segment, see Note 23 to the Consolidated Financial Statements.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $103.3 million, or 24%, to $534.8 million in the year ended September 30, 2021 compared to $431.5 million in the year ended September 30, 2020. Net operating revenues increased $79.7 million, or 23%, to $433.1 million in the year ended September 30, 2021 compared to $353.4 million in the year ended September 30, 2020.

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Operating revenues derived from listed derivatives increased $46.6 million, or 26%, to $223.5 million in the year ended September 30, 2021 compared to $176.9 million in the year ended September 30, 2020. This increase was principally driven by a 26% increase in the average rate per contract, as well as a 6% increase in contract volumes as a result of increased volatility in agricultural and base metal markets. This increase was partially offset by a $6.7 million decline in derivative voice brokerage revenues.

Operating revenues derived from OTC transactions increased $32.4 million, or 29%, to $143.4 million in the year ended September 30, 2021 compared to $111.0 million in the year ended September 30, 2020. This increase was driven by a 21% increase in OTC volumes as well as a 7% increase in the average rate per contract as a result of increased customer activity in agricultural markets.

Operating revenues derived from physical transactions increased $22.6 million, or 21%, to $132.2 million in the year ended September 30, 2021 compared to $109.6 million in the year ended September 30, 2020, principally due to increased customer activity in agricultural and energy commodities as well as continued strong customer demand for precious metals. The years ended September 30, 2021 and 2020 include unrealized losses on derivative positions held against physical inventories carried at the lower of cost or net realizable value of $2.2 million and $0.7 million, respectively. In addition, the years ended September 30, 2021 and 2020 included losses on the liquidation of certain physical inventories of crude oil and low sulfur fuel oil as a result of quality degradation and additional costs to sell of $1.9 million and $7.6 million, respectively.

Interest and fee income earned on client balances was $14.6 million and $14.5 million, respectively, in the years ended September 30, 2021 and 2020. A 62% increase in average client equity to $1,648 million was offset by a significant decline in short term interest rates.

Variable expenses, excluding interest, expressed as a percentage of operating revenues was 42% in the year ended September 30, 2021 compared to 41% in the year ended September 30, 2020.

Segment income increased $50.3 million, or 35%, to $192.2 million in the year ended September 30, 2021 compared to $141.9 million in the year ended September 30, 2020, principally driven by the growth in operating revenues which was partially offset by a $1.4 million increase in fixed compensation and benefits as well as a $5.6 million increase in other fixed expenses including a $1.6 million increase in professional fees and a $1.2 million increase in trading systems and market information.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Operating revenues increased $27.1 million, or 7% to $431.5 million in the year ended September 30, 2020 compared to $404.4 million in the year ended September 30, 2019. Net operating revenues increased $32.2 million, or 10% to $353.4 million in the year ended September 30, 2020 compared to $321.2 million in the year ended September 30, 2019.

The increase in operating revenues derived from physical transactions led the overall increase, benefiting from a significant increase in customer demand for precious metals and a widening of spreads due to market dislocations related to the COVID-19 global pandemic and the resulting effect on the global precious metals market. Partially offsetting the increase in physical contract operating revenues, we recorded lower of cost or net realizable value adjustments for certain physical inventories of crude oil and low sulfur fuel oil primarily based on quality degradation and consideration of costs to sell of $7.6 million. These adjustments are included in Cost of sales of physical commodities. We are continuing to pursue all legal avenues to collect this from our supplier, however there is substantial uncertainty as to whether we will be successful.

The increase in operating revenues derived from OTC transactions were driven by a 19% increase in OTC volumes, which was partially offset by a 5% decline in the average rate per contract. The increase in OTC revenues was primarily driven by an increase in energy and renewable fuels operating revenues as a result of increased volatility caused by economic concerns over the COVID-19 pandemic.

The decrease in operating revenues derived from listed derivatives was primarily driven by a $13.6 million decline in derivative voice brokerage revenues. Derivative voice brokerage data is not included in the listed derivatives volume or average rate per contract in the select data table above. This decline was partially offset by a 5% increase in listed derivatives contract volumes while the average rate per contract was relatively flat with the prior year period.

Interest and fee income earned on client balances declined 50% as compared to the prior year as a result of a significant declines in short term interest rates related to FOMC actions to reduce the federal funds rate beginning in August 2019. Partially offsetting the decline in short term interest rates was an 8% increase in average client equity to $1,019 million.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 41% in the year ended September 30, 2020 compared to 40% in the year ended September 30, 2019.

During 2020, we recorded bad debts, net of recoveries of $6.7 million, including $3.2 million related to trade receivables with physical clients and $3.5 million related to client deficits in our OTC and listed derivatives businesses. Also, in the year ended September 30, 2020 we recorded an impairment charge of $1.6 million related to capitalized development on a back-office

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software system not yet placed into service, that will be replaced with an alternative system we acquired as part of our acquisition of Gain.

During the year ended September 30, 2019, we recorded recoveries on the bad debt on physical coal of $12.4 million related to settlements reached with clients and proceeds received through an insurance policy claim related to the physical coal matter, as described further detail below.

Segment income decreased 2% to $141.9 million in the year ended September 30, 2020 compared to $144.6 million in the year ended September 30, 2019, as growth in operating revenues were offset by the bad debts, impairment, and impact of fiscal 2019’s recovery. Fixed compensation and benefits and other fixed expenses increased modestly.

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Institutional

We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Institutional segment, for the periods indicated.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Revenues:
Sales of physical commodities$—%$—%$
Principal gains, net312.014%273.683%149.5
Commission and clearing fees246.017%211.124%170.0
Consulting, management, and account fees18.0(23)%23.3(18)%28.3
Interest income92.4(20)%116.1(31)%167.2
Total revenues668.47%624.121%515.0
Cost of sales of physical commodities—%—%
Operating revenues668.47%624.121%515.0
Transaction-based clearing expenses184.19%168.723%136.7
Introducing broker commissions27.538%19.9(25)%26.7
Interest expense37.4(48)%71.7(45)%131.5
Net operating revenues419.415%363.865%220.1
Variable compensation and benefits158.538%114.982%63.1
Net contribution260.95%248.959%157.0
Fixed compensation and benefits46.1(2)%47.245%32.6
Other fixed expenses46.519%39.013%34.4
Bad debts, net of recoveries and impairment0.6(94)%9.8600%1.4
Total non-variable direct expenses93.2(3)%96.040%68.4
Segment income$167.710%$152.973%$88.6
Year Ended September 30,
2021% Change2020% Change2019
Operating Revenues (in millions):
Listed derivatives$164.18%$151.614%$132.6
OTC derivatives(100)%0.2n/m
Securities436.016%376.148%253.6
FX contracts16.1(33)%24.010%21.8
Interest / fees earned on client balances10.2(62)%26.5(50)%52.9
Other42.0(8)%45.7(16)%54.1
$668.47%$624.121%$515.0
Volumes and Other Select Data (all $ amounts are U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)115,197(8)%125,39724%100,913
Listed derivatives, average rate per contract (1)$1.3818%$1.17(6)%$1.25
Average client equity - listed derivatives (millions)$2,19526%$1,74655%$1,125
Securities ADV ( millions)$2,77661%$1,72920%$1,440
Securities RPM (2)$610(28)%$84523%$685
Average money market / FDIC sweep client balances (millions)$1,47130%$1,13043%$791
FX contracts ADV ( millions)$1,64725%$1,322(3)%$1,361
FX contracts RPM$38(47)%$7226%$57
n/m = not meaningful to present as a percentage
(1) Give-up fee revenue are excluded from the calculation of listed derivative, average rate per contract.
(2) Interest income related to securities lending is excluded from the calculation of Securities RPM.

For information about the assets of this segment, see Note 23 to the Consolidated Financial Statements.

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Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $44.3 million, or 7%, to $668.4 million in the year ended September 30, 2021 compared to $624.1 million in the year ended September 30, 2020. Net operating revenues increased $55.6 million, or 15%, to $419.4 million in the year ended September 30, 2021 compared to $363.8 million in the year ended September 30, 2020.

Operating revenues derived from listed derivatives increased $12.5 million, or 8%, to $164.1 million in the year ended September 30, 2021 compared to $151.6 million in the year ended September 30, 2020, principally driven by an 18% increase in the average rate per contract, which was partially offset by an 8% decline in listed derivative contract volumes in the year ended September 30, 2021 compared to the year ended September 30, 2020.

Operating revenues derived from securities transactions increased $59.9 million, or 16%, to $436.0 million in the year ended September 30, 2021 compared to $376.1 million in the year ended September 30, 2020. The ADV of securities traded increased 61%, principally driven by increased customer activity in fixed income markets and to a lesser extent equity products, however the RPM traded declined 28% in the year ended September 30, 2021 principally driven by lower spreads in fixed income products compared to the year ended September 30, 2020 which benefited from wider spreads driven by the onset of the COVID-19 pandemic.

Operating revenues derived from FX contracts declined $7.9 million, or 33%, to $16.1 million in the year ended September 30, 2021 compared to $24.0 million in the year ended September 30, 2020, as a 25% increase in the ADV of FX contracts traded was more than offset by a 47% decline in the average rate per contract due to a decline in foreign currency volatility.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing and independent wealth management businesses, declined $16.3 million, or 62%, to $10.2 million in the year ended September 30, 2021 compared to $26.5 million in the year ended September 30, 2020, principally as a result of a significant decline in short term interest rates. Partially offsetting the decline in short term interest rates was a 26% increase in average client equity and a 30% increase in average FDIC sweep client balances.

Also primarily as a result of the decline in short term interest rates, interest expense declined 48% compared to the prior year, with interest expense directly associated with serving as an institutional dealer in fixed income securities declining $23.9 million and interest expense directly attributable to securities lending activities declining $7.4 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues increased to 55% in the year ended September 30, 2021 compared to 49% in the year ended September 30, 2020, primarily as the result of the decline in interest income and higher variable compensation.

Segment income increased $14.8 million, or 10%, to $167.7 million in the year ended September 30, 2021 compared to $152.9 million in the year ended September 30, 2020, primarily as a result of the increase in operating revenues noted above. Non-variable direct expenses, excluding bad debts, increased $6.4 million, or 7% versus the year ended September 30, 2020, primarily related to an increase in market information, professional fees and depreciation of internally developed software which was partially offset by lower travel and business development expenses.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Operating revenues increased $109.1 million, or 21% to $624.1 million in the year ended September 30, 2020 compared to $515.0 million in the year ended September 30, 2019. Net operating revenues increased $143.7 million, or 65% to $363.8 million in the year ended September 30, 2020 compared to $220.1 million in the year ended September 30, 2019.

The increase in operating revenues was primarily driven by the growth in operating revenues from securities transactions. The ADV of securities traded increased 20% and the RPM traded increased 23%, each of which were driven by heightened volatility in the global equity and fixed income markets due to economic concerns related to the COVID-19 pandemic.

Operating revenues derived from listed derivatives increased 14% as listed derivative contract volumes increased 24% in the year ended September 30, 2020 compared to the year ended September 30, 2019, however the average rate per contract declined 6%. The increase in derivative contract volume was primarily driven by increased market volatility as a result of the COVD-19 pandemic.

The increase in operating revenues derived from FX contracts resulted from a 26% increase in the RPM, driven by volatility in foreign exchange markets during the year ended September 30, 2020 related to the effect of COVID-19 which was partially offset by a 3% decrease in the ADV traded compared to the year ended September 30, 2019. The prior year period also includes a $2.7 million settlement received related to the Barclays PLC ‘last look’ class action matter.

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Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing and independent wealth management businesses, declined 50% as compared to the prior year as a result of a significant decline in short term interest rates related to FOMC actions to reduce the federal funds rate beginning in August 2019. Partially offsetting the decline in short term interest rates was an increase in average client equity and average FDIC sweep client balances of 55% and 43%, respectively.

Variable expenses, excluding interest, expressed as a percentage of operating revenues increased to 49% in the year ended September 30, 2020 compared to 44% in the year ended September 30, 2019, primarily as the result of the decline in interest income and higher variable compensation as a result of improved performance.

During the year ended September 30, 2020, we recorded bad debts of $5.7 million, primarily related to client deficits in our listed derivatives businesses. Also, in the year ended September 30, 2020 we recorded an impairment charge of $4.1 million related to capitalized development on a back-office software system not yet placed into service,that will be replaced with an alternative system we acquired as part of our acquisition of Gain.

Segment income increased $64.3 million, or 73% to $152.9 million in the year ended September 30, 2020 compared to $88.6 million in the year ended September 30, 2019, primarily as a result of the increase in operating revenues noted above, and partially offset by the increase in bad debts and impairment. Non-variable direct expenses, excluding bad debts, increased $19.2 million, or 29% versus the year ended September 30, 2019, primarily related to fixed compensation and trade system costs associated with the continued build out of several recent acquisitions and initiatives, including equity prime brokerage.

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Retail

We provide our retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex"), both financial trading and physical investment in precious metals, as well as contracts for difference (“CFDs”), which are investment products with returns linked to the performance of underlying assets. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the United States.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Retail segment, for the periods indicated.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Sales of physical commodities$1,541.3405%$305.3330%$71.0
Principal gains, net212.7403%42.3n/m(0.5)
Commission and clearing fees58.918%49.82%48.7
Consulting, management, and account fees45.532%34.621%28.5
Interest income1.5114%0.775%0.4
Total revenues1,859.9330%432.7192%148.1
Cost of physical commodities sold1,511.9417%292.7319%69.9
Operating revenues348.0149%140.079%78.2
Transaction-based clearing expenses25.7302%6.4205%2.1
Introducing broker commissions98.242%69.014%60.3
Interest expense1.7113%0.8700%0.1
Net operating revenues222.4249%63.8306%15.7
Variable compensation and benefits18.0260%5.0355%1.1
Net contribution204.4248%58.8303%14.6
Fixed compensation and benefits51.6406%10.2149%4.1
Other fixed expenses83.9415%16.3298%4.1
Bad debts, net of recoveries1.183%0.6n/m
Total non-variable direct expenses136.6404%27.1230%8.2
Segment income$67.8114%$31.7395%$6.4

The tables below reflect a disaggregation of operating revenues and select operating data and metrics used by management in evaluating performance of our Retail segment for the periods indicated.

Year Ended September 30,
2021% Change2020% Change2019
Operating Revenues (in millions):
Securities$97.619%$82.29%$75.7
FX / CFD contracts225.9427%42.9n/m
Physical contracts20.459%12.82,460%0.5
Interest / fees earned on client balances1.2(29)%1.7(15)%2.0
Other2.9625%0.4n/m
$348.0149%$140.079%$78.2
Select data (all $ amounts are U.S. dollar equivalents):
FX / CFD contracts ADV (millions) (1)$8,9898%$8,357n/m$
FX / CFD contracts RPM (2)$98(18)%$120n/m$
(1) The ADV for the year ended September 30, 2020 is reflective of the ADV post-acquisition of Gain, and is calculated based on 43 trading days with the activities of Gain, acquired effective August 1, 2020.

For information about the assets of this segment, see Note 23 to the Consolidated Financial Statements.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $208.0 million, or 149%, to $348.0 million in the year ended September 30, 2021 compared to $140.0 million in the year ended September 30, 2020. Net operating revenues increased $158.6 million, or 249%, to $222.4 million in the year ended September 30, 2021 compared to $63.8 million in the year ended September 30, 2020.

Operating revenues derived from FX / CFD contracts increased $183.0 million, or 427% to $225.9 million, and represent the incremental revenues from the acquisition of Gain, effective August 1, 2020. For Gain, the year ended September 30, 2021 includes 259 trading days compared to 43 trading days post acquisition, during the year ended September 30, 2020.

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Operating revenues derived from securities transactions relates to our independent wealth management activities which increased $15.4 million, or 19%, to $97.6 million in the year ended September 30, 2021 compared to $82.2 million in the year ended September 30, 2020.

Operating revenues derived from physical contracts increased $7.6 million, or 59%, to $20.4 million in the year ended September 30, 2021 compared to $12.8 million in the year ended September 30, 2020, principally driven by continued strong customer demand for precious metals.

Interest and fee income earned on client balances declined $0.5 million, or 29%, to $1.2 million primarily as a result of the decline in short term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 41% in the year ended September 30, 2021 compared to 57% in the year ended September 30, 2020, with the decrease in the variable rate percentage being driven by the Gain acquisition effective August 1, 2020, which brought a large lower variable rate cost base.

Segment income increased $36.1 million, or 114% to $67.8 million in the year ended September 30, 2021 compared to $31.7 million in the year ended September 30, 2020, primarily as a result of the increase in net operating revenues noted above. The increase in non-variable direct expenses, was primarily a result of incremental costs from the Gain acquisition.

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Operating revenues increased $61.8 million, or 79%, to $140.0 million in the year ended September 30, 2020 compared to $78.2 million in the year ended September 30, 2019. Net operating revenues were $63.8 million in the year ended September 30, 2020 compared to $15.7 million in the year ended September 30, 2019.

Operating revenues derived from FX / CFD contracts represent the incremental revenues from the Gain acquisition.

Operating revenues from securities transactions and other primarily relate to our independent wealth management activities which increased 9% to $82.2 million in the year ended September 30, 2020 as compared to $75.7 million in the year ended September 30, 2019.

The increase in operating revenues derived from physical contracts was a result of the acquisition of Coininvest GmbH and European Precious Metal Trading GmbH, which was completed in April 2019, which benefited from increased customer demand for precious metals transactions through our online platform.

Interest and fee income earned on client balances declined 15% to $1.7 million primarily as a result of the decline in short term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 57% in the year ended September 30, 2020 compared to 81% in the year ended September 30, 2019, with the decrease in the variable rate percentage being driven by the Gain acquisition in August 2020 which brought a large lower variable rate cost base.

Segment income increased 395% to $31.7 million in the year ended September 30, 2020 compared to $6.4 million in the year ended September 30, 2019, primarily as a result of the increase in net operating revenues noted above. The increase in non-variable direct expenses, as stated above, was primarily a result of incremental costs from the Gain acquisition.

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Global Payments

We provide customized foreign exchange and treasury services to banks and commercial businesses as well as charities and non-governmental and government organizations. We provide transparent pricing and offer payments services in more than 185 countries and 140 currencies, which we believe is more than any other payments solutions provider.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Global Payments segment for the periods indicated.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Revenues:
Sales of physical commodities$$$
Principal gains, net128.816%110.83%107.1
Commission and clearing fees5.227%4.18%3.8
Consulting, management, account fees3.332%2.539%1.8
Interest income—%(100)%0.1
Total revenues137.317%117.44%112.8
Cost of sales of physical commodities
Operating revenues137.317%117.44%112.8
Transaction-based clearing expenses6.527%5.14%4.9
Introducing broker commissions0.814%0.7(13)%0.8
Interest expense0.1—%0.1—%0.1
Net operating revenues129.917%111.54%107.0
Variable compensation and benefits26.220%21.97%20.4
Net contribution103.716%89.63%86.6
Fixed compensation and benefits14.725%11.820%9.8
Other fixed expenses10.312%9.2(14)%10.7
Bad debts0.2n/m—%
Total non-variable direct expenses25.220%21.02%20.5
Segment income$78.514%$68.64%$66.1
Year Ended September 30,
2021% Change2020% Change2019
Operating Revenues (in millions):
Payments$133.817%$114.63%$110.8
Other3.525%2.840%2.0
$137.317%$117.44%$112.8
Select data (all $ amounts are U.S. dollar equivalents):
Global Payments ADV (millions)$5420%$45—%$45
Global Payments RPM (1)$9,921(2)%$10,0923%$9,805
(1) Rate per million is based on principal gains, net and commission and clearing fees revenues and the ADV shown above.

For information about the assets of this segment, see Note 23 to the Consolidated Financial Statements.

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Operating revenues increased $19.9 million, or 17%, to $137.3 million in the year ended September 30, 2021 compared to $117.4 million in the year ended September 30, 2020. Net operating revenues increased $18.4 million, or 17% to $129.9 million in the year ended September 30, 2021 compared to $111.5 million in the year ended September 30, 2020.

The increase in operating revenues was primarily driven by a 20% increase in the average daily notional payment volume which was partially offset by a 2% decline in the rate per million dollars traded.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in both the year ended September 30, 2021 and the year ended September 30, 2020.

Segment income increased $9.9 million, or 14%, to $78.5 million in the year ended September 30, 2021 compared to $68.6 million in the year ended September 30, 2020. This increase primarily resulted from the increase in net operating revenues, partially offset by a $4.2 million increase in non-variable direct expenses versus the prior year period, which includes a $2.9 million increase in fixed compensation and benefits.

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Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Operating revenues increased 4% to $117.4 million in the year ended September 30, 2020 compared to $112.8 million in the year ended September 30, 2019. Net operating revenues increased 4% to $111.5 million in the year ended September 30, 2020 compared to $107.0 million in the year ended September 30, 2019.

The increase in operating revenues were primarily driven by a 3% increase in the rate per million dollars traded, while the average daily notional payment volume was relatively unchanged year-over-year, as larger debt capital market transactions from our international banking clients decreased in the year ended September 30, 2020 compared to the year ended September 30, 2019 due to the global economic slowdown impact of the COVID-19 pandemic.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 24% in the year ended September 30, 2020 compared to 23% in the year ended September 30, 2019, primarily as a result of an increase in variable compensation.

Segment income increased 4% to $68.6 million in the year ended September 30, 2020 compared to $66.1 million in the year ended September 30, 2019. This increase primarily resulted from the increase in net operating revenues, partially offset by a $0.5 million increase in non-variable direct expenses versus the prior year period.

Unallocated Costs and Expenses

The following table is a breakout of our unallocated costs and expenses from the total costs and expenses shown above. The unallocated costs and expenses include certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities.

Year Ended September 30,
(in millions)2021% Change2020% Change2019
Compensation and benefits:
Variable compensation and benefits$37.6(7)%$40.546%$27.7
Fixed compensation and benefits119.137%86.819%72.8
156.723%127.327%100.5
Other expenses:
Occupancy and equipment rental33.141%23.421%19.3
Non-trading technology and support31.843%22.247%15.1
Professional fees23.05%22.065%13.3
Depreciation and amortization19.015%16.553%10.8
Communications6.55%6.2—%6.2
Selling and marketing1.7(59)%4.1273%1.1
Trading systems and market information4.262%2.6(4)%2.7
Travel and business development1.3(43)%2.3(39)%3.8
Other23.422%19.216%16.6
144.022%118.533%88.9
Total compensation and other expenses$300.722%$245.830%$189.4

Year Ended September 30, 2021 Compared to Year Ended September 30, 2020

Total unallocated costs and other expenses increased $54.9 million, or 22%, to $300.7 million in the year ended September 30, 2021 compared to $245.8 million in the year ended September 30, 2020. Compensation and benefits increased $29.4 million, or 23%, to $156.7 million in the year ended September 30, 2021 compared to $127.3 million in the year ended September 30, 2020.

During the year ended September 30, 2021, the increase in fixed compensation and benefits was primarily related to the increase in headcount, principally due to the acquisition of Gain, across nearly all administrative departments, including IT, compliance, accounting, human resources, as well as credit and risk. Fixed compensation and benefits during the year ended September 30, 2021 include severance costs of $3.5 million, principally due to the departure of certain senior officers. During the year ended September 30, 2020, severance costs were $0.5 million.

During the year ended September 30, 2021, the increase in other expenses is primarily due higher occupancy costs, principally related to an increase in leased office space. Additionally, non-trading technology and support increased due to higher support and maintenance costs related to various IT, client engagement, accounting, and human resources systems.

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Year Ended September 30, 2020 Compared to Year Ended September 30, 2019

Total unallocated costs and other expenses increased $56.4 million, or 30%, to $245.8 million in the year ended September 30, 2020 compared to $189.4 million in the year ended September 30, 2019. Compensation and benefits increased $26.8 million, or 27%, to $127.3 million in the year ended September 30, 2020 compared to $100.5 million in the year ended September 30, 2019.

During the year ended September 30, 2020, the increase in fixed compensation and benefits was primarily related to a 35% increase in headcount across several administrative departments, including IT, compliance and accounting, of which 61% of the increase in headcount was acquisition related, adding $5.4 million. The increase in variable compensation and benefits was primarily due to improved overall company performance, along with an incremental $3.4 million related to recent acquisitions.

Other non-compensation expenses related to acquisitions and new business initiatives begun after fiscal 2018 added $11.0 million. During the year ended September 30, 2020, the increase in fixed compensation and benefits and variable compensation and benefits is also related to headcount increases across several administrative departments. Additionally, non-trading technology and support increased due to higher support and maintenance costs related to various IT, client engagement, accounting, and human resources systems.

Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate funds sufficient to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our daily operations. Senior management establishes liquidity and capital policies, which we monitor on a daily basis and review for funding availability, from both internal and external sources, and policy efficacy in supporting our business operations. We have historically financed our liquidity and capital needs principally with funds generated from our subsidiaries' operations, issuing debt and equity securities, and access to committed credit facilities. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with our past practice. Liquidity and capital matters are reported regularly to our board of directors.

StoneX Financial Inc. is registered as a broker-dealer with the SEC and is a member of both FINRA and MSRB. In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. StoneX Financial Inc. is also subject to the Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).

Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

These rules specify the minimum amount of capital that must be available to support our clients’ open trading positions, including the amount of assets that StoneX Financial Inc. and Gain Capital Group, LLC must maintain in relatively liquid form, and are designed to maintain general financial integrity and liquidity.

StoneX Financial Ltd is regulated by the FCA, the regulator of the financial services industry in the U.K. and is subject to regulations which impose regulatory capital requirements. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s Individual Liquidity Adequacy Standards (“ILAS”). To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and have created liquidity buffers. During the year ended September 30, 2021, StoneX Financial Ltd finalized the transfer of substantially all business formerly within Gain’s U.K. operating entity, Gain Capital U.K., Ltd.

The regulations discussed above limit funds available for dividends to StoneX. As a result, we may be unable to access funds which are generated by our operating subsidiaries when we need them.

In addition, in our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be called upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.

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We continuously review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.

As of September 30, 2021, we had total equity of $904.0 million, outstanding loans under revolving credit facilities of $248.6 million, outstanding senior secured term loan of $170.1 million and $336.9 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of September 30, 2021, approximately 97% of our assets consisted of cash; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from exchange-clearing organizations, broker-dealers, clearing organizations and counterparties; client receivables; marketable financial instruments and investments; and physical commodities inventory. All assets that are not client and counterparty deposits are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

As of September 30, 2021, we had deferred tax assets totaling $35.1 million. We are required to assess our deferred tax assets and the need for a valuation allowance at each reporting period. In assessing the realizability of deferred tax assets, we consider whether we are more likely than not to realize some or all of the deferred tax assets. We are required to record a valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of our deferred tax assets will not be realized. The valuation allowance for deferred tax assets as of September 30, 2021 and 2020 was $15.0 million and $12.4 million, respectively. The valuation allowances as of September 30, 2021 and 2020 were primarily related to U.S. state and local, and foreign net operating loss carryforwards and foreign tax credits acquired through the merger with Gain that, in the judgment of management, are not more likely than not to be realized.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any required margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are required to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive the required payment from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

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Commodities Inventory

In the ordinary course of business, we hold commodities inventory in third-party licensed grain facilities. As of September 30, 2021, we held title in the form of warehouse receipts to approximately 2.6 million bushels of soybeans, valued at $31.2 million, in multiple facilities owned by one third-party operator. The amount of soybeans held at these third-party grain facilities increased to 2.8 million bushels on October 6, 2021 pursuant to the satisfaction of a $2.5 million repurchase commitment. Our ownership interest in the soybeans held at these third-party grain facilities is represented by warehouse receipts issued by these facilities under the U.S. Warehouse Act, which is a program administered by the U.S. Department of Agriculture. On September 29, 2021, the above-mentioned third-party operator filed a petition for Chapter 11 bankruptcy, and a Chief Restructuring Officer was assigned by the court to assist in administering the allocation of the grain on hand and proceeds from the sale of processed soybean products. As a result of these bankruptcy proceedings, in the event we do not receive soybeans or proceeds from soybeans commensurate with the 2.8 million bushels of soybean inventory held at October 6, 2021, we believe that it is probable that we have adequate insurance coverage to cover potential shortfalls. Therefore, we have not recognized any estimated losses associated with this matter in our September 30, 2021 consolidated financial statements.

OptionSellers

In November 2018, balances in approximately 300 accounts of the FCM division of our wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels, primarily as a result of significant and unexpected price fluctuations in the natural gas markets. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with the StoneX Financial Inc.’s client agreements and obligations under market regulation standards. OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the client accounts, while StoneX Financial Inc. acted solely as the clearing firm in its role as the FCM.

StoneX Financial Inc.’s client agreements hold account holders liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any deficits in their accounts. As of September 30, 2021, the aggregate receivable from these client accounts, net of collections and other allowable deductions, was $28.9 million, with no individual account receivable exceeding $1.4 million. StoneX Financial Inc. continues to pursue collection of these receivables and intends both to enforce and to defend its rights aggressively, and to claim interest and costs of collection where applicable.

During our October 1, 2020 implementation of CECL, the new credit reserving model which is based on expected losses over the life of an asset and which applies to client deficits, we completed an assessment of the collectability of these accounts in light of this new guidance. As a result of the implementation, we recognized a cumulative-effect adjustment to record an allowance against these uncollected balances of $8.2 million. We continue to assess collectability of these accounts quarterly, including the consideration of numerous arbitration proceedings we have initiated against these clients to recover deficit balances in their accounts. As we move through the collection and arbitration processes and additional information becomes available, we will continue to consider that information in our determination of any changes in the allowance against the carrying value of these uncollected balances. Depending on future collections and arbitration proceedings, any provisions for bad debts and actual losses ultimately may or may not be material to our financial results. Currently, we do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements.

StoneX Financial Inc. has been named in arbitrations brought by clients seeking damages relating to the trading losses in these accounts. We believe that such cases are without merit and intend to defend them vigorously. At the same time, we have initiated numerous arbitration proceedings against clients to recover deficit balances in their accounts. We believe we have a valid claim against these clients, based on the express language of the client contracts and legal precedent, and intend to pursue collection of these claims vigorously.

We have done an assessment of the collectability of these accounts, considered the status of arbitration proceedings, and have concluded that we do not have a sufficient basis to record an allowance against these uncollected balances. As we proceed through the collection and arbitration processes and additional information becomes available, we will continue to consider the need for an allowance against the carrying value of these uncollected balances. Depending on future collections and arbitration proceedings, any provisions for bad debts and actual losses ultimately may or may not be material to our financial results. Currently, we do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements.

Primary Sources and Uses of Cash

Our cash and cash equivalents and customer cash and securities held for customers are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

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Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions and our growth. Our total assets as of September 30, 2021 and 2020, were $18.8 billion and $13.5 billion, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices and changes in the balances of financial instruments and commodities inventory. StoneX Financial Inc. and StoneX Financial Ltd occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Markets LLC, and Gain Capital Group, LLC are restricted from being transferred to its parent or other affiliates due to specific regulatory requirements. This restriction has no impact on our ability to meet our cash obligations, and no impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain significant flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds are held with high-quality institutions, under highly liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $300.6 million and $30.0 million for the years ended September 30, 2021 and 2020, respectively, of earnings previously taxed in the U.S. resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

In June 2020, we issued $350.0 million in aggregate principal amount of our 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. We used the net proceeds from the sale of the Notes to fund the preliminary cash consideration for the acquisition of Gain on the closing date, to pay certain related transactions fees and expenses, and to fund the repayment of Gain’s 5.00% Convertible Senior Notes due 2022, with the exception of $0.5 million which remains outstanding, as certain holders of the Gain Notes neither exercised such holder's fundamental change repurchase right or make-whole fundamental change conversion right.

The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. We incurred debt issuance costs of $9.5 million in connection with the issuance of the Notes, which are being amortized over the term of the Notes under the effective interest method.

Pursuant to the terms of the Notes indenture, during the year ended September 30, 2021, we had the option to redeem up to $100.0 million in aggregate principal amount of the Notes at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption. In June 2021, we elected not to redeem the Notes.

The Note holders had the right to require us to repurchase up to $100.0 million in aggregate principal amount of the Notes (or a lesser amount equal to the difference between $100.0 million and the amounts previously redeemed by us) at a purchase price equal to 103% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. During the year ended September 30, 2021, we repurchased $1.6 million of the principal amount of the Notes, for 103% of the principal amount, plus accrued and unpaid interest.

We have the option to redeem all or a portion of the Notes at any time prior to June 15, 2022 at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date plus a “make-whole” premium. At any time on or after June 15, 2022, we may redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture. At any time before June 15, 2022, we may also redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 108.625% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds of certain equity offerings.

Committed Credit Facilities

As of September 30, 2021, we had four committed bank credit facilities, totaling $806.4 million, of which $385.1 million was outstanding. Additional information regarding our bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. The credit facilities include:

•A three-year first-lien senior secured syndicated loan facility under which $406.4 million is available to us for general working capital requirements and capital expenditures. During the year ended September 30, 2021, the facility was

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amended to increase the revolving credit facility from $196.5 million to $236.1 million and to extend the maturity date to August 22, 2022. The facility also includes a Term Loan component with an original value of $196.5 million.

We are required to make quarterly principal payments against the Term Loan equal to 1.25% of the original balance with the remaining balance due on the maturity date. During the year ended September 30, 2021, we made scheduled quarterly principal payments against the Term Loan equal to $9.8 million. Amounts repaid on the Term Loan may not be reborrowed.

•An unsecured committed line of credit until April 1, 2022, under which $75.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short term funding of margin to commodity exchanges as necessary.

•A syndicated committed borrowing facility until January 29, 2022, under which $300.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC (“StoneX Commodity Solutions”) to finance commodity financing arrangements and commodity repurchase agreements.

•An unsecured syndicated loan facility committed until October 14, 2022, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $25.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding of margin to commodity exchanges as necessary. The facility in place at September 30, 2020 matured on October 14, 2020 and was replaced by an unsecured syndicated committed borrowing facility with substantially similar terms. During October 2021 the new facility was renewed to extend the maturity date to October 14, 2022. On November 18, 2021, the facility was amended to increase the committed borrowing amount available to $50.0 million.

Additional information regarding the committed bank credit facilities can be found in Note 11 of the Consolidated Financial Statements. As reflected above, three of our committed credit facilities are scheduled to expire during the year ended September 30, 2022. We intend to renew or replace these facilities as they expire, and based on our liquidity position and capital structure, we believe we will be able to do so.

As of September 30, 2021, we had four uncommitted bank credit facilities with an outstanding balance of $25.0 million. The credit facilities include:

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow up to $75.0 million, collateralized by commodity warehouse receipts, to facilitate U.S. commodity exchange deliveries of its clients, subject to certain terms and conditions of the credit agreement. There were no borrowings outstanding under this credit facility at September 30, 2021 and 2020.

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow up to $100.0 million for short term funding of firm and client margin requirements, subject to certain terms and conditions of the agreement. The borrowings are secured by first liens on firm owned marketable securities or client owned securities which have been pledged to us under a clearing arrangement. There were no borrowings outstanding under this credit facility at September 30, 2021 and 2020.

•A secured uncommitted loan facility under which StoneX Financial Inc. may borrow for short term funding of proprietary and client securities margin requirements, subject to certain terms and conditions of the agreement. The uncommitted amount available to be borrowed is not specified, and all requests for borrowing are subject to the sole discretion of the lender. The borrowings are secured by first liens on firm owned marketable securities or client owned securities which have been pledged to us. The amounts borrowed under the facilities are payable on demand. There were no borrowings outstanding under this credit facility as of September 30, 2021 and 2020.

•During the year ended September 30, 2021, we executed a secured, uncommitted loan facility, under which StoneX Financial Ltd may borrow up to $25.0 million, collateralized by commodities warehouse receipts, to facilitate the financing of inventory of commodities, subject to certain terms and conditions of the credit agreement. There were $25.0 million in borrowings outstanding under this credit facility as of September 30, 2021.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone subsidiary basis, in certain cases, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of September 30, 2021, we and our subsidiaries are in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our three-year syndicated revolving loan facility, during the trailing twelve months ended September 30, 2021, interest expense directly attributable to trading activities includes $9.6 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $17.6 million in connection with securities lending activities.

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Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of September 30, 2021. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 22 of the Consolidated Financial Statements.

The Dodd-Frank Act created a comprehensive new regulatory regime governing the OTC swaps and imposed further regulations on listed derivatives. The Dodd-Frank Act also created a registration regime for new categories of market participants, such as “swap dealers”, among others.

The Dodd-Frank Act generally introduced a framework for (i) swap data reporting and record keeping on counterparties and data repositories; (ii) centralized clearing for swaps, with limited exceptions for end-users; (iii) the requirement to execute swaps on regulated swap execution facilities; (iv) imposition on swap dealers to exchange margin on uncleared swaps with counterparties; and (v) the requirement to comply with new capital rules.

Swap dealers are subject to a comprehensive regulatory regime with new obligations for the swaps activities for which they are registered, including adherence to risk management policies, supervisory procedures, trade record and real time reporting requirements, as well as rules for minimum capital requirements which became effective October 6, 2021.

Our subsidiary, StoneX Markets LLC, is a CFTC provisionally registered swap dealer, and under these capital rules is subject to a minimum regulatory capital requirement of $100 million. During 2016, CFTC 23.154, Calculation of Initial Margin rules came into effect, imposing new requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, with StoneX Markets LLC falling in the final compliance date tier of September 2022.

Compliance with this or other swap-related regulatory capital requirements may require us to devote more capital to these businesses or otherwise restructure our operations, such as by combining these businesses with other regulated subsidiaries that must also satisfy regulatory capital requirements. StoneX Markets LLC has faced, and may continue to face, increased costs due to the registration and regulatory requirements listed above, as may any other of our subsidiaries that may be required to register, or may register voluntarily, as a swap dealer and/or swap execution facility.

Our subsidiary, GAIN GTX, LLC, a CFTC and NFA provisionally registered swap dealer, withdrew its license on October 5, 2021. This subsidiary’s withdrawal is not expected to have any material impact to our business.

Cash Flows

Following the adoption of Accounting Standards Update (“ASU”) 2016-18 on October 1, 2018, we now include client cash and securities that meet the short term requirement for cash classification to be segregated for regulatory purposes in our consolidated cash flow statements. We hold a significant amount of U.S. Treasury obligations which represent investment of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our consolidated statements of cash flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the consolidated statements of cash flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents increased from $4,468.4 million as of September 30, 2020 to $6,509.5 million as of September 30, 2021, a net increase of $2,041.1 million. Net cash of $2,122.7 million was provided by operating activities, including movements typical of our operations, with large changes coming from Payables to clients and Financial instruments owned and sold.

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In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We continuously evaluate opportunities to expand our business. Investing activities include $62.1 million in capital expenditures for property and equipment during the year ended September 30, 2021 compared to $16.6 million during the year ended September 30, 2020 and $11.9 million during the year ended September 30, 2019. Capital expenditures over the past three years have primarily included core information technology hardware acquisitions and leasehold improvements on office space. Following the acquisition of Gain we expect higher capital expenditures for future years primarily related to developing and creating additional features to various trading platforms.

In conjunction with the integration of Gain, we re-evaluated all trading systems utilized across the organization in order to identify duplicative systems. In connection with this process, we determined that certain legacy capitalized developed software costs within our OTC foreign exchange and precious metals businesses and would no longer be placed into service and utilized as expected prior to the merger with Gain. As a result, we recorded impairment charges of $5.7 million, which were reflected in Bad debts, net of recoveries and impairments on the Consolidated Income Statement for the year ended September 30, 2020.

Investing activities also include $2.4 million in cash payments for the acquisition of businesses during the year ended September 30, 2021 compared to $225.0 million during the year ended September 30, 2020. Further information about business acquisitions is contained in Note 21 to the Consolidated Financial Statements. These amounts were offset by smaller inflows related to sales of equipment and exchange membership stock of $3.1 million and $1.6 million, respectively.

During the years ended September 30, 2021, 2020 and 2019, we repurchased 185,366, 200,000 and 100,000 shares of our outstanding common stock in open market transactions, for an aggregate purchase price of $11.7 million, $7.5 million and $3.8 million, respectively.

On August 25, 2021, our Board of Directors authorized the repurchase of up to 1.0 million shares of our outstanding common stock from time to time in open market purchases and private transactions, commencing on October 1, 2021 and ending on September 30, 2022. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

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Contractual Obligations

The following table summarizes our cash payment obligations as of September 30, 2021:

Payments Due by Period
(in millions)TotalLess than 1 year1 - 3 Years3 - 5 YearsAfter 5 Years
Operating lease obligations$186.0$17.2$32.4$29.9$106.5
Purchase obligations(1)5,123.05,123.0
Payable to lenders under loans248.6240.51.17.0
Senior secured borrowings518.69.8160.4348.4
Contingent acquisition consideration3.93.9
Other78.715.229.820.812.9
$6,158.8$5,409.6$223.7$406.1$119.4

(1) Represents an estimate of contractual purchase commitments in the ordinary course of business primarily for the purchase of precious metals and agricultural and energy commodities. Unpriced contract commitments have been estimated using September 30, 2021 fair values. The purchase commitments for less than one year will be partially offset by corresponding sales commitments of $4,998.2 million.

Total contractual obligations exclude defined benefit pension obligations. We comply with the minimum funding requirements, and accordingly contributed $0.1 million to our defined benefit pension plans during the year ended September 30, 2021. During the year ending September 30, 2022, we anticipate making future benefit payments of $2.1 million related to the defined benefit plans. Additional information on the funded status of these plans can be found in Note 17 of the Consolidated Financial Statements.

Based upon our current operations, we believe that cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of September 30, 2019 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

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As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold options and futures on options contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the consolidated financial statements as of September 30, 2021 and 2020, at fair value of the related financial instruments, totaling $1,771.2 million and $686.0 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Consolidated Balance Sheets in Financial instruments owned, at fair value, and Physical commodities inventory, net. We will incur losses if the fair value of the Financial instruments sold, not yet purchased, increases subsequent to September 30, 2021, which might be partially or wholly offset by gains in the value of assets held as of September 30, 2021. The totals of $1,771.2 million and $686.0 million include a net liability of $368.5 million and $176.8 million for derivatives, based on their fair value as of September 30, 2021 and 2020, respectively.

We do not anticipate non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guarantys to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Consolidated Balance Sheets as of September 30, 2021 and 2020.

Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, while we may not be readily recoverable from increasing the prices of our services. Rising interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

Preparing consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions affecting reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, as well as the recorded amounts of revenue and expenses during the reported period. The accounting policies

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discussed in this section are those that we consider the most critical to the financial statements. Therefore, understanding these policies is important to understanding our reported and potential future results of operations and financial position.

Valuation of Financial Instruments and Foreign Currencies

Description

Substantially all financial instruments are reflected in the consolidated financial statements at fair value, or amounts that approximate fair value due to their short-term nature or level of collateralization. These financial instruments include: cash and cash equivalents; cash, securities and other assets segregated under federal and other regulations; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from broker-dealers, clearing organizations, and counterparties; financial instruments owned; securities sold under agreements to repurchase; securities loaned; and financial instruments sold, but not yet purchased. Unrealized gains and losses related to these financial instruments, when we are principal to the transaction, are reflected in earnings.

Foreign currency translation is an estimate critical to consolidating in our reporting currency. The value of foreign currencies, including foreign currencies sold, not yet purchased, are converted into their U.S. dollar equivalents at the foreign exchange rates in effect at the close of business at the end of the accounting period. For foreign currency transactions completed during each reporting period, the foreign exchange rate in effect at the time of the transaction is used.

Judgment and Uncertainties

At each period end, we, using professional judgment and industry expertise, select fair values for financial instruments. Where available, we price from independent sources such as listed market prices, third-party pricing services, or broker or dealer price quotations. In limited cases, we use fair values derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In some cases, even though the value of a security is derived from an independent market price, or broker or dealer quote, certain assumptions may be required to determine the fair value.

Effect if Actual Results Differ From Assumptions

Our valuation assumptions may be incorrect, and the actual value realized upon closing any position could be different from estimated carrying value, because of changes in prices, assumptions, or the overall business environment. We do not believe that there is a reasonable likelihood that such a possibility will be significant. This view is supported by a few key factors:

•Valuations for substantially all of the financial instruments, most of which are in highly liquid markets, are available from independent, well-known publishers of market information.

•We have robust controls and procedures surrounding pricing and our various technologies involved in it.

•The relevant positions are generally short-term in nature.

•The Company holds positions in a wide range of products, such that an error in a limited number of prices is unlikely to cause a significant change to the overall result and pricing issues in a wide array of products is very unlikely.

Revenue Recognition

Description

A significant portion of our revenues are derived principally, from realized and unrealized trading income in securities, derivative instruments, commodities and foreign currencies purchased or sold for our account. We record realized and unrealized trading income on a trade date basis. We state financial instruments owned and financial instruments sold, not yet purchased and foreign currencies sold, not yet purchased, at fair value with related changes in unrealized appreciation or depreciation reflected in Principal gains, net in the Consolidated Income Statements. We record fee and interest income on the accrual basis and dividend income is recognized on the ex-dividend date.

A substantial amount of our revenues derive from Commission and clearing fees. These revenue types involve less complexity than Principal gains, net would, as, generally, we are an agent in the underlying transactions. We recognize revenues on a trade date basis for the transactions, as, typically, our obligation is met at that point and there are no future obligations to consider.

Revenue on commodities that are purchased for physical delivery to clients and that are not readily convertible into cash is recognized at the point in time when the commodity has been shipped, title and risk of loss has been transferred to the client, and the following conditions have been met: persuasive evidence of an arrangement exists, the price is fixed and determinable, and collectability of the resulting receivable is reasonably assured.

Judgment and Uncertainties

Judgments, outside of the valuation considerations previously discussed, relate to the timing and appropriateness of revenue recognition and whether we have fulfilled our performance obligations.

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Effect if Actual Results Differ From Assumptions

If we misapply the relevant guidance or incorrectly recognize revenue that we have not earned, earnings may be misstated. We do not believe that such a possibility is reasonably likely, because we have developed systems and controls for each of our businesses to capture all known transactions in the appropriate reporting period. In addition, the overwhelming majority of our revenue is recognized upon trade consummation, as our obligation is met, and we do not need to estimate when that may have occurred.

Income Taxes

Description

We are subject to income taxes in the U.S. and numerous foreign jurisdictions.

Judgement and Uncertainties

Judgment is required in determining the consolidated income taxes and in evaluating tax positions, including evaluating income tax uncertainties. As a result, the company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when, despite our belief that our tax return positions are supportable, we believe that certain positions may not be fully sustained upon review by the relevant tax authorities.

Income taxes are accounted for under the asset and liability method, recognizing the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled, with any change in tax rates recognized in income in the period that includes the enactment date. Management considers all relevant evidence for each jurisdiction to determine valuation allowances. If we change our determination as to the amount of deferred tax assets we expect to realize, we adjust our valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

Effect if Actual Results Differ From Assumptions

We believe that our accruals for tax liabilities are adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. To the extent circumstances arise requiring us to change our judgment regarding the adequacy of existing tax accounts, we do not believe such a change is likely to be material to our financial statements. The tax accounts in total are relatively immaterial to the balance sheet, which, when combined with their likelihood of being misstated, particularly our valuation allowances given our positive earnings trend in recent years, results in a generally insignificant risk to us.

Accounting Standards Update

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions for

recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods.

The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and

allocating taxes to members of a consolidated group. We intend to adopt this guidance during the three months ended December 31, 2021. We are currently evaluating the impact that this new guidance will have on our consolidated financial statements.