RNS Number : 3438J

StoneX Group Inc.

24 October 2024

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	StoneX Group Inc.
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	StoneX Group Inc.
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 October 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Common Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions.

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests held by directors of StoneX Group Inc. and their close relatives and related trusts

Name	No. of common shares in StoneX Group Inc	Percentage of total issued share capital*
Sean O'Connor**	1,761,926	5.53
Annabelle Bexiga	6,475	0.02
Diane L Cooper	10,254	0.04
John M Fowler**	80,186	0.26
Steven Kass	17,118	0.06
Eric Parthemore	14,985	0.05
John Radziwill**	695,791	2.19
Dr Dhamu Thamodaran	18,040	0.06

* Figures are truncated at two decimal places.

** Includes interests held by close relatives and related trusts.

(b)  Interests held as options or awards under the share plans of StoneX Group Inc. by the directors of StoneX Group Inc. and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

(i) Stock options

Name	No. of common shares in StoneX Group Inc. under option or subject to award	Date of grant	Exercise price	Vesting date	Expiry date
Sean O'Connor	300,000	13/02/19	$30.00	Options vest in equal proportions on each of the 3rd, 4th, 5th, 6th and 7th anniversaries of the grant date.	05/12/26
Sean O'Connor	300,000	05/12/23	$64.25	Options vest in equal proportions on each of the 3rd, 4th, 5th, 6th and 7th anniversaries of the grant date.	05/12/31
Sean O'Connor	150,000	21/12/23	$71.35	Options vest in equal proportions on each of the 3rd, 4th, 5th, 6th and 7th anniversaries of the grant date.	05/12/31

(ii) Restricted stock

Name	No. of common shares in StoneX Group Inc. under option or subject to award	Date of grant	Exercise price†	Vesting date	Expiry date
Sean O'Connor	6,072	15/12/21	$0.00	15/12/24	None
	9,099	15/12/22	$0.00	15/12/24	None
	9,099	15/12/22	$0.00	15/12/25	None
	6,962	15/12/23	$0.00	15/12/24	None
	6,961	15/12/23	$0.00	15/12/25	None
	6,961	15/12/23	$0.00	15/12/26	None
Annabelle Bexiga	658	04/03/22	$0.00	04/03/25	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	1,766	27/02/24	$0.00	27/02/25	None
Diane L Cooper	78	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	72	29/04/22	$0.00	29/04/25	None
	57	29/07/22	$0.00	29/07/25	None
	53	31/10/22	$0.00	31/10/24	None
	52	31/10/22	$0.00	31/10/25	None
	58	31/01/23	$0.00	31/01/25	None
	58	31/01/23	$0.00	31/01/26	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	52	28/04/23	$0.00	28/04/25	None
	52	28/04/23	$0.00	28/04/26	None
	55	31/07/23	$0.00	31/07/25	None
	54	31/07/23	$0.00	31/07/26	None
	55	31/10/23	$0.00	31/10/24	None
	52	31/10/23	$0.00	31/10/25	None
	52	31/10/23	$0.00	31/10/26	None
	1,766	27/02/24	$0.00	27/02/25	None
John M Fowler	60	29/10/21	$0.00	29/10/24	None
	61	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	57	29/04/22	$0.00	29/04/25	None
	45	29/07/22	$0.00	29/07/25	None
	42	31/10/22	$0.00	31/10/24	None
	42	31/10/22	$0.00	31/10/25	None
	70	31/01/23	$0.00	31/01/25	None
	69	31/01/23	$0.00	31/01/26	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	63	28/04/23	$0.00	28/04/25	None
	61	28/04/23	$0.00	28/04/26	None
	66	31/07/23	$0.00	31/07/25	None
	66	31/07/23	$0.00	31/07/26	None
	64	31/10/23	$0.00	31/10/24	None
	63	31/10/23	$0.00	31/10/25	None
	63	31/10/23	$0.00	31/10/26	None
	62	31/01/24	$0.00	31/01/25	None
	62	31/01/24	$0.00	31/01/26	None
	61	31/01/24	$0.00	31/01/27	None
	1,766	27/02/24	$0.00	27/02/25	None
	62	30/04/24	$0.00	30/04/25	None
	61	30/04/24	$0.00	30/04/26	None
	61	30/04/24	$0.00	30/04/27	None
	55	31/07/24	$0.00	31/07/25	None
	55	31/07/24	$0.00	31/07/26	None
	55	31/07/24	$0.00	31/07/27	None
Steven Kass	87	29/10/21	$0.00	29/10/24	None
	93	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	87	29/04/22	$0.00	29/04/25	None
	69	29/07/22	$0.00	29/07/25	None
	63	31/10/22	$0.00	31/10/24	None
	61	31/10/22	$0.00	31/10/25	None
	70	31/01/23	$0.00	31/01/25	None
	69	31/01/23	$0.00	31/01/26	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	63	28/04/23	$0.00	28/04/25	None
	61	28/04/23	$0.00	28/04/26	None
	66	31/07/23	$0.00	31/07/25	None
	66	31/07/23	$0.00	31/07/26	None
	64	31/10/23	$0.00	31/10/24	None
	63	31/10/23	$0.00	31/10/25	None
	63	31/10/23	$0.00	31/10/26	None
	62	31/01/24	$0.00	31/01/25	None
	62	31/01/24	$0.00	31/01/26	None
	61	31/01/24	$0.00	31/01/27	None
	1,766	27/02/24	$0.00	27/02/25	None
	62	30/04/24	$0.00	30/04/25	None
	61	30/04/24	$0.00	30/04/26	None
	61	30/04/24	$0.00	30/04/27	None
	55	31/07/24	$0.00	31/07/25	None
	55	31/07/24	$0.00	31/07/26	None
	55	31/07/24	$0.00	31/07/27	None
Eric Parthemore	87	29/10/21	$0.00	29/10/24	None
	93	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	87	29/04/22	$0.00	29/04/25	None
	69	29/07/22	$0.00	29/07/25	None
	63	31/10/22	$0.00	31/10/24	None
	61	31/10/22	$0.00	31/10/25	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	1,766	27/02/24	$0.00	27/02/25	None
John Radziwill	108	29/10/21	$0.00	29/10/24	None
	117	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	108	29/04/22	$0.00	29/04/25	None
	85	29/07/22	$0.00	29/07/25	None
	78	31/10/22	$0.00	31/10/24	None
	78	31/10/22	$0.00	31/10/25	None
	87	31/01/23	$0.00	31/01/25	None
	87	31/01/23	$0.00	31/01/26	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	78	28/04/23	$0.00	28/04/25	None
	78	28/04/23	$0.00	28/04/26	None
	82	31/07/23	$0.00	31/07/25	None
	82	31/07/23	$0.00	31/07/26	None
	80	31/10/23	$0.00	31/10/24	None
	79	31/10/23	$0.00	31/10/25	None
	79	31/10/23	$0.00	31/10/26	None
	77	31/01/24	$0.00	31/01/25	None
	77	31/01/24	$0.00	31/01/26	None
	77	31/01/24	$0.00	31/01/27	None
	1,766	27/02/24	$0.00	27/02/25	None
	77	30/04/24	$0.00	30/04/25	None
	77	30/04/24	$0.00	30/04/26	None
	77	30/04/24	$0.00	30/04/27	None
	69	31/07/24	$0.00	31/07/25	None
	69	31/07/24	$0.00	31/07/26	None
	69	31/07/24	$0.00	31/07/27	None
Dr Dhamu Thamodaran	292	29/10/21	$0.00	29/10/24	None
	78	31/01/22	$0.00	31/01/25	None
	658	04/03/22	$0.00	04/03/25	None
	72	29/04/22	$0.00	29/04/25	None
	57	29/07/22	$0.00	29/07/25	None
	53	31/10/22	$0.00	31/10/24	None
	52	31/10/22	$0.00	31/10/25	None
	58	31/01/23	$0.00	31/01/25	None
	58	31/01/23	$0.00	31/01/26	None
	496	01/03/23	$0.00	01/03/25	None
	495	01/03/23	$0.00	01/03/26	None
	52	28/04/23	$0.00	28/04/25	None
	52	28/04/23	$0.00	28/04/26	None
	55	31/07/23	$0.00	31/07/25	None
	54	31/07/23	$0.00	31/07/26	None
	55	31/10/23	$0.00	31/10/24	None
	52	31/10/23	$0.00	31/10/25	None
	52	31/10/23	$0.00	31/10/26	None
	51	31/01/24	$0.00	31/01/25	None
	51	31/01/24	$0.00	31/01/26	None
	51	31/01/24	$0.00	31/01/27	None
	1,766	27/02/24	$0.00	27/02/25	None
	50	30/04/24	$0.00	30/04/25	None
	50	30/04/24	$0.00	30/04/26	None
	50	30/04/24	$0.00	30/04/27	None
	45	31/07/24	$0.00	31/07/25	None
	45	31/07/24	$0.00	31/07/26	None
	44	31/07/24	$0.00	31/07/27	None

^† All grants are made at $0.00 and then reflected as ordinary income upon vesting.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 October 2024
Contact name:	Diego Rotsztain
Telephone number:	+1 917 399 7248

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	StoneX Group Inc. on behalf of Sean O'Connor as a concert party
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	StoneX Group Inc.

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security Product description e.g. call option Written or purchased Number of securities to which option or derivative relates Exercise price per unit Type e.g. American, European etc. Expiry date

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

Sean O'Connor, a party acting in concert with StoneX Group Inc. ("StoneX"), has entered into a 10b5-1 plan pursuant to which common shares of StoneX which are currently owned by him will be automatically sold by a broker on the open market if such shares reach a specified trigger price during the relevant date range. The common shares which are subject to the 10b5-1 plan are included in the shareholding figure for Sean O'Connor at item 3(a) of StoneX's Form 8 (OPD). Details of the 10b5-1 plan are set out in the table below.

Name	No. of common shares in StoneX Group Inc. subject to plan*	Date range	Trigger Price
Sean O'Connor	37,500	13/03/24 - 31/12/24	$98.00
Sean O'Connor	37,500	13/03/24 - 31/12/24	$115.00
Sean O'Connor	37,500	13/03/24 - 31/12/24	$130.00

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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