PSTG Insider Files to Sell 163,925 Shares Worth $9.7M (Form 144)

Q: How many Pure Storage (PSTG) shares are being registered for sale?

The Form 144 covers 163,925 common shares .

Q: What is the estimated value of the proposed PSTG share sale?

Based on the filing, the sale is valued at approximately $9.71 million .

Q: When is the planned sale date for the PSTG shares?

The filing lists an approximate sale date of 07/31/2025 .

Q: How many PSTG shares were sold by the same trusts in the last 3 months?

301,251 shares were sold, generating 鈮� $17.28 million in gross proceeds.

Q: What percentage of Pure Storage鈥檚 shares outstanding does the new sale represent?

The 163,925 shares equal roughly 0.05 % of the 326.8 million shares outstanding.

[8-K] StoneX Group Inc. Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PSTG 鈥� Form 144 filing dated 07/31/2025 discloses a proposed sale of 163,925 common shares of Pure Storage, Inc. through Morgan Stanley Smith Barney on the NYSE. At the 07/30/2025 closing price implied by the filing, the transaction is valued at 鈮� $9.71 million. The shares represent roughly 0.05 % of the company鈥檚 326.8 million shares outstanding.

The shares were originally acquired on 10 Oct 2009 as 鈥淔ounders Shares.鈥� The seller plans to rely on Rule 10b5-1 and affirms possession of no undisclosed material information.

Recent activity: trusts identified as 鈥淭HE COLGROVE FAM CHARITABLE REM TR鈥� and 鈥淭HE COLGROVE FAM LIVING TR鈥� executed five 10b5-1 trades over the past three months, selling a combined 301,251 shares for 鈮� $17.28 million.

Investor take-away: The filing signals continued insider monetization but involves a small fraction of outstanding equity. While not dilutive, the size and cadence of sales could modestly pressure near-term sentiment.

Positive

None.

Negative

Founding family鈥搇inked entities plan to sell 163,925 shares (~$9.7 m) after unloading 301,251 shares (~$17.3 m) in the prior three months, signaling continued insider selling.

Insights

TL;DR 鈥� Small but steady insider sales; marginal downward sentiment risk.

The notice covers 163.9 k shares (~$9.7 m) to be sold by entities linked to the founding family. Coupled with the prior 301 k-share divestiture in the last quarter, total cash raised tops $27 m in nine months. Although the absolute stake is immaterial to the float, repetitive 10b5-1 activity can act as an overhang when investor conviction depends on accelerating subscription revenue. No operational data is provided; therefore, fundamental value is unchanged. I view the impact as slightly negative given the optics of founder-related selling.

TL;DR 鈥� Routine Rule 144 disclosure; governance controls appear intact.

The seller utilizes a 10b5-1 plan, reducing litigation risk and signaling compliance discipline. Filing language reaffirms no possession of MNPI. Size is below 1 % of daily volume, limiting market impact. Continuous diversification by long-tenured insiders is expected as the firm matures. I classify the event as neutral-to-minor; it warrants monitoring but does not indicate governance stress.

07/31/2025 - 04:20 PM

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): July 31, 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. o

Introduction

On July 31, 2025 (the “Closing Date”), StoneX Group Inc., a Delaware corporation (“StoneX” or the “Company”) completed its previously announced acquisition of RTS Investor Corp., a Delaware corporation (“RTS”), which is the parent company for the R.J. O’Brien global business. Pursuant to the Agreement and Plan of Merger, dated April 13, 2025 (the “Merger Agreement”) by and among the Company, RTS Merger Sub Inc., a Delaware corporation (“Merger Sub”), RTS, and Westmoor Trail Partners LLC, a Delaware limited liability company (the “Equityholders’ Representative”), in its capacity as representative of the Equityholders as set forth therein, on the Closing Date, Merger Sub merged with and into RTS, whereupon the separate existence of Merger Sub ceased, and RTS survived as a wholly owned subsidiary of StoneX (the “Merger”). Capitalized terms used but not defined in this Current Report on Form 8-K shall have the respective meanings ascribed to such terms in the Merger Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated herein by reference to this Current Report on Form 8-K.

Pursuant to the terms of the Merger Agreement, in connection with the Merger, StoneX paid the equityholders, option holders and holders of stock appreciation rights of RTS aggregate consideration of (i) $610,566,926 in cash, subject to post-closing adjustment as provided in the Merger Agreement and (ii) 3,085,554 shares (the “Stock Consideration”) of common stock, par value $0.01 per share, of the Company (“Parent Common Stock”), with the value of any fractional shares paid in cash (the “Per Share Consideration”). The $610,566,926 cash purchase price reflects tangible book value for the R.J. O’Brien business in excess of the agreed upon benchmark, due to strong operating performance, adjusted down by R.J. O’Brien transaction expenses, as per the terms of the Merger Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Escrow Release and Guarantor Assumptions

The information set forth in Item 2.01 to this Current Report on Form 8-K is incorporated by reference into this Item 2.03. As previously announced, on July 8, 2025, StoneX Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”) and wholly-owned subsidiary of the Company, and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), entered into an Indenture, dated as of July 8, 2025 (the “Indenture”), in connection with the issuance and sale of $625,000,000 in aggregate principal amount of 6.875% Senior Secured Notes due 2032 (the “Notes”). The Escrow Issuer caused to be deposited an amount of cash equal to the aggregate principal amount of Notes (the “Escrowed Proceeds”) into segregated escrow accounts until the date that certain escrow release conditions (the “Escrow Release Conditions”), including the consummation of the Merger, were satisfied. On the Closing Date, the Escrow Release Conditions were satisfied, and the Escrowed Proceeds were released from the escrow accounts and used to fund a portion of the cash purchase price of the Merger and to pay related fees and expenses (the “Escrow Release”).

In connection with the Merger and upon the Escrow Release, the Escrow Issuer was merged with and into the Company, and, pursuant to a supplemental indenture to the Indenture, dated as of the Closing Date (the “Supplemental Indenture”), the Company assumed the obligations of the Escrow Issuer under the Notes (the “Assumption”). Furthermore, each of the Company’s direct and indirect wholly-owned subsidiaries that are guarantors under the Company’s Amended and Restated Credit Agreement, dated as of February 22, 2019 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among the Company, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, also became guarantors of the Notes (the “Notes Guarantors”).

In addition, in connection with the Escrow Release, the Company and the Notes Guarantors entered into (a) a supplement dated as of the Closing Date (the “Intercreditor Agreement Supplement”) to that certain Intercreditor Agreement, dated as of March 1, 2024, by and among the Company, the subsidiaries of the Company that are from time to time party thereto, Bank of America, N.A., as the first lien agent, The Bank of New York Mellon, as second lien agent, and Bank of America, N.A., as control agent, and (b) a supplement dated as of the Closing Date (the “Security Agreement Supplement” and, together with the Intercreditor Agreement Supplement, the “Collateral Supplements”) to that certain Security and Pledge Agreement, dated as of March 1, 2024, by and among the Company, the subsidiaries of the Company that are from time to time party thereto and The Bank of New York Mellon, as collateral agent, and pursuant to the Collateral Supplements, the Notes and the related guarantees became

secured on a second priority basis by liens on substantially all of the Company’s and the Notes Guarantors’ property and assets, subject to certain exceptions and permitted liens.

The foregoing description of the Supplemental Indenture and the Collateral Supplements and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, such agreements, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated by reference into this Item 3.02. On the Closing Date, StoneX completed the issuance of the shares of Parent Common Stock as consideration for the Merger in reliance on the exemption from registration requirements of the Securities Act, provided by Section 4(a)(2) thereof.

Item 7.01. Regulation FD Disclosure.

On July 31, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a)Financial Statements of Businesses of Funds Acquired.

The financial statements required by Item 9.01(a) of Form 8-K were previously filed by the Company as Exhibits 99.2 and 99.3 to the Current Report on Form 8-K dated June 24, 2025.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) of Form 8-K were previously filed by the Company as Exhibit 99.4 to the Current Report on Form 8-K dated June 24, 2025.

(d) Exhibits

Exhibit No. Description

2.1* Agreement and Plan of Merger, dated as of April 13, 2025, by and among StoneX Group Inc., RTS Merger Sub Inc., RTS Investor Corp. and Westmoor Trail Partners LLC, in its capacity as representative of the Equityholders as set forth therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of StoneX Group Inc. filed on April 14, 2025).

4.1 First Supplemental Indenture dated as of July 31, 2025 to the Indenture by and among StoneX Group Inc. (as successor to StoneX Escrow Issuer LLC), the guarantors party thereto from time to time and The Bank of New York Mellon, as trustee and collateral agent, dated July 8, 2025.

10.1 Supplement No. 1 to Intercreditor Agreement, dated as of July 31, 2025, by and among the Company, the subsidiaries of the Company party from time to time thereto, Bank of America, N.A., as first lien agent, The Bank of New York Mellon, as second lien agent, and Bank of America, N.A., as control agent.

10.2 Supplement No. 1 to Security and Pledge Agreement, dated as of July 31, 2025, by and among the Company, the subsidiaries of the Company party from time to time thereto, and The Bank of New York Mellon, as collateral agent.

99.1 Press Release, dated July 31, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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)
			July 31, 2025						/s/ David A. Bolte
			(Date)						David A. Bolte
									Corporate Secretary

Source:

FAQ

How many Pure Storage (PSTG) shares are being registered for sale?

The Form 144 covers 163,925 common shares.

What is the estimated value of the proposed PSTG share sale?

Based on the filing, the sale is valued at approximately $9.71 million.

When is the planned sale date for the PSTG shares?

The filing lists an approximate sale date of 07/31/2025.

How many PSTG shares were sold by the same trusts in the last 3 months?

301,251 shares were sold, generating 鈮� $17.28 million in gross proceeds.

What percentage of Pure Storage鈥檚 shares outstanding does the new sale represent?

The 163,925 shares equal roughly 0.05 % of the 326.8 million shares outstanding.

AG真人官方

[8-K] StoneX Group Inc. Reports Material Event

Insights

FAQ

How many Pure Storage (PSTG) shares are being registered for sale?

What is the estimated value of the proposed PSTG share sale?

When is the planned sale date for the PSTG shares?

How many PSTG shares were sold by the same trusts in the last 3 months?

What percentage of Pure Storage鈥檚 shares outstanding does the new sale represent?

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[8-K] StoneX Group Inc. Reports Material Event

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Securities Analyst negative

Corporate Governance Expert neutral

FAQ

How many Pure Storage (PSTG) shares are being registered for sale?

What is the estimated value of the proposed PSTG share sale?

When is the planned sale date for the PSTG shares?

How many PSTG shares were sold by the same trusts in the last 3 months?

What percentage of Pure Storage鈥檚 shares outstanding does the new sale represent?

NASDAQ:SNEX

SNEX Rankings

SNEX Latest News

SNEX Latest SEC Filings

SNEX Stock Data