StoneX : 2022 Proxy Statement

StoneX Group Inc.

230 Park Avenue

10th Floor

New York, New York 10169

January 21, 2022

Dear Shareholders:

You are cordially invited to attend the annual meeting of shareholders of StoneX Group Inc. to be held at the Hyatt Regency Orlando, 9801 International Drive, Orlando, Florida on Friday, March 4, 2022 at 10:00 a.m. (Eastern Standard Time). At the meeting, shareholders will be asked to vote on the election of nine Directors; the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2022 fiscal year; an advisory vote on executive compensation; the approval of the proposed 2022 Omnibus Incentive Compensation Plan, and to transact such other business as may properly come before the meeting.

Again this year we are using the "Notice and Access" method of providing proxy materials to you via the Internet. This process provides you with a convenient and quick way to access your proxy materials and vote your shares, while also conserving resources and reducing the costs of printing and mailing the proxy materials. On or about January 21, 2022, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2021 Annual Report online and how to vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 2021 Annual Report.

The Notice of Annual Meeting of Shareholders and the Proxy Statement that accompany this letter provide detailed information concerning the matters to be considered at the meeting.

Your vote is important. I urge you to vote as soon as possible, whether or not you plan to attend the annual meeting. Thank you for your continued support of StoneX Group Inc.

Sincerely,

John Radziwill

Chairman

Notice of Annual Meeting of Shareholders

Friday, March 4, 2022

10:00 a.m. Eastern Standard Time

To The Shareholders of StoneX Group Inc.

The annual meeting of the shareholders of StoneX Group Inc., a Delaware corporation (the "Company" or "StoneX Group"), will be held on Friday, March 4, 2022, at 10:00 a.m. Eastern Standard Time, at the Hyatt Regency Orlando, 9801 International Drive, Orlando, Florida, for the following purposes:

1. To elect nine Directors;
2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2022 fiscal year;
3. To consider an advisory vote on executive compensation;
4. To approve the proposed 2022 Omnibus Incentive Compensation Plan; and
5. To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on January 10, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting.

Pursuant to the rules of the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, beginning on or about January 21, 2022, a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record date. As of the date of mailing of the Notice of Internet Availability of Proxy Materials, all shareholders and beneficial owners will have the ability to access all of the Proxy Materials on a website referenced in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials also contains a toll-free telephone number, an e-mail address, and a website where shareholders can request a paper or e-mail copy of the Proxy Statement, our 2021 Annual Report, and a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice also contains information on how to access and vote the form of proxy.

Even if you plan to attend the annual meeting, we request that you vote by one of the methods described in the proxy notification and thus ensure that your shares will be represented at the annual meeting if you are unable to attend.

If you fail to vote, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the annual meeting. If you do attend the annual meeting and wish to vote in person, you may withdraw your proxy and vote in person.

January 21, 2022

New York, New York

By order of the Board of Directors,

SEAN M. O'CONNOR

Chief Executive Officer and President

Table of Contents

PROXY STATEMENT	5
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	5
PROPOSAL 1 Election of Directors	9
THE BOARD OF DIRECTORS AND ITS COMMITTEES	11
NASDAQ BOARD DIVERSITY MATRIX	15
BOARD MEMBER INDEPENDENCE	16
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS	16
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION	28
DIRECTOR COMPENSATION	28
PROPOSAL 2	Ratification of Appointment of Independent Registered Public Accounting Firm	30
AUDIT COMMITTEE REPORT	30
PROPOSAL 3 Advisory (Non-Binding) Vote on Executive Compensation	32
PROPOSAL 4 Approval of the StoneX Group Inc. 2022 Omnibus Incentive Compensation Plan	33
PROPOSAL 5	Other Matters	40
MANAGEMENT		40
CODE OF ETHICS	41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	43
GENERAL INFORMATION	44
EXHIBIT A	StoneX Group Inc. 2022 Omnibus Incentive Compensation Plan	45

4 STONEX GROUP INC. - 2022 Proxy Statement

PROXY STATEMENT

2022 ANNUAL MEETING OF SHAREHOLDERS

General

The proxy is solicited on behalf of the Board of Directors of StoneX Group Inc., a Delaware corporation (the "Company"), for use at the annual meeting of shareholders to be held on Friday, March 4, 2022, at 10:00 a.m. (Eastern Standard Time), or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting. The

annual meeting will be held at the Hyatt Regency Orlando at 9801 International Drive, Orlando, Florida. The Company intends to mail its Notice of Internet Availability of Proxy Materials and provide access to a website as referenced within its Notice of Internet Availability on or about January 21, 2022 to all shareholders entitled to vote at the annual meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

When and where will the annual meeting take place?

The annual meeting will be held on March 4, 2022 at 10:00 a.m. (Eastern Standard Time), at the Hyatt Regency Orlando at 9801 International Drive, Orlando, Florida.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of the proxy materials?

The "Notice and Access" rules of the Securities and Exchange Commission (the "SEC") permit us to furnish proxy materials, including this proxy statement and our Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will receive a Notice of Internet Availability of Proxy Materials (the "Notice") and will not receive printed copies of the proxy materials unless they request them. The Notice will be

mailed beginning on or about January 21, 2022. The Notice includes instructions on how you may access and review all of our proxy materials via the Internet. The Notice also includes instructions on how you may vote your shares. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions in the notice for requesting such materials. Any request to receive proxy materials by mail or e-mail will remain in effect until you revoke it.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet or how to request a paper proxy card.

STONEX GROUP INC. - 2022 Proxy Statement 5