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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Form 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 29, 2025
____________________________
StoneX Group
Inc.
(Exact name of registrant as specified in its charter)
____________________________
| Delaware |
000-23554 |
59-2921318 |
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer ID No.) |
230 Park Ave, 10th Floor
New York, NY 10169
(Address of principal executive offices, including Zip Code)
(212) 485-3500
(Registrant’s telephone number, including area code)
____________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
|
SNEX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On August 29, 2025, StoneX Group Inc. (the “Company”) filed
a prospectus supplement to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-285071) registering
the resale by the selling stockholders named therein of up to 3,085,554 shares of the Company’s common stock, par value $0.01 per
share (the “Shares”), under the Securities Act of 1933, as amended. The Company will not receive any proceeds from the sale
of the Shares by the selling stockholders.
A copy of the opinion regarding the validity of the Shares is attached
hereto as Exhibit 5.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
| |
|
| 5.1 |
Opinion of Davis Polk & Wardwell LLP. |
| 23.1 |
Consent of Davis Polk & Wardwell LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signature
Pursuant to the Requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.
| |
|
StoneX Group Inc. |
| |
|
(Registrant) |
| August 29, 2025 |
|
/s/ WILLIAM J. DUNAWAY |
| (Date) |
|
William J. Dunaway |
| |
|
Chief Financial Officer |
