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Marex Group plc completes acquisition of Winterflood and announces agreement to sell Winterflood’s custody business

Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)

Marex Group (NASDAQ: MRX) announced on 1 December 2025 that it has completed the acquisition of UK equity market maker Winterflood and entered a conditional agreement to sell Winterflood’s custody arm, Winterflood Business Services (WBS), to Epiris Fund III, advised by Epiris LLP.

Marex will retain Winterflood’s market making and corporate broking activities while WBS and its supporting employees will transfer to Epiris on completion, expected in Q2 2026. Marex expects the retained Winterflood business to generate ~$75m annual revenue and an adjusted profit before tax margin of ~20% over time. The company said the gain on the WBS sale should more than offset the premium paid for Winterflood and produce a net gain on the acquisition.

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Positive

  • Retained revenue of ~ $75m annually from Winterflood retained business
  • Targeted adjusted PBT margin of ~20% for the retained Winterflood business
  • WBS sale proceeds expected to more than offset the premium paid for Winterflood

Negative

  • Sale of WBS is conditional and subject to regulatory and non-regulatory conditions
  • WBS completion is not expected until Q2 2026, delaying realization of sale proceeds

News Market Reaction – MRX

+0.78%
1 alert
+0.78% News Effect

On the day this news was published, MRX gained 0.78%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Winterflood revenue: $75m Adj. PBT margin: 20% WBS sale timing: Q2 2026
3 metrics
Winterflood revenue $75m Expected annual revenue for retained Winterflood market making business
Adj. PBT margin 20% Anticipated adjusted profit before tax margin over time for retained Winterflood
WBS sale timing Q2 2026 Expected completion of WBS sale to Epiris Fund III

Market Reality Check

Price: $41.93 Vol: Volume 615,429 is close t...
normal vol
$41.93 Last Close
Volume Volume 615,429 is close to the 20-day average of 605,614 (relative volume 1.02x). normal
Technical Shares at $38.85, trading above the 200-day MA of $36.76 and 21.26% below the 52-week high.

Peers on Argus

Peers show mixed moves: CLSP, HUT, and SNEX are up (to 5.53%), while BGC and VIR...

Peers show mixed moves: CLSP, HUT, and SNEX are up (to 5.53%), while BGC and VIRT are down (to -3.88%), indicating stock-specific dynamics for MRX.

Historical Context

5 past events · Latest: Dec 01 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Dec 01 Acquisition completion Positive +0.8% Completion of Winterflood deal and planned sale of WBS custody unit.
Nov 19 Business expansion Positive -1.1% Launch of US structured products platform targeting advisors and private banks.
Nov 06 Earnings results Positive +4.7% Q3 2025 revenue and adjusted PBT growth in the mid‑20% range.
Oct 23 Earnings notice Neutral -1.9% Scheduling announcement for Q3 2025 earnings release and conference call.
Oct 22 Acquisition announcement Positive +0.3% Agreement to acquire Valcourt SA to grow European fixed income market making.
Pattern Detected

News on acquisitions and business expansions has typically produced modest single-digit price moves, with mostly aligned but occasionally divergent reactions.

Recent Company History

Over the last few months, Marex has reported strong Q3 2025 growth, launched a US structured products business, and announced multiple acquisitions across fixed income and cash equities, including Valcourt SA and Winterflood. These moves support its strategy to diversify earnings and broaden distribution. Price reactions to acquisitions and expansion headlines have generally been modest (within a few percent), suggesting the market has treated such strategic updates as incremental rather than transformational catalysts.

Market Pulse Summary

This announcement confirms completion of the Winterflood acquisition while carving out the WBS custo...
Analysis

This announcement confirms completion of the Winterflood acquisition while carving out the WBS custody arm for sale, leaving Marex with an equity market making franchise expected to generate about $75m of annual revenue at an anticipated 20% adjusted PBT margin. The planned WBS sale in Q2 2026 is intended to crystallize value. Investors may track integration progress, regulatory approvals for the divestment, and how this deal complements prior acquisitions across FX, fixed income, and commodities.

Key Terms

market maker, custody services, adjusted profit before tax margin
3 terms
market maker financial
"completed the acquisition of UK equity market maker Winterflood Securities"
A market maker is a firm or individual that stands ready to buy and sell a particular stock or other security throughout the trading day, posting prices at which it will transact so buyers and sellers can trade quickly. Think of it as a shopkeeper who keeps inventory and posts prices to ensure someone can always buy or sell; this reduces delays, narrows price swings, and helps investors execute trades at fairer, more predictable prices.
custody services financial
"WBS provides outsourced dealing, settlement and custody services to a diverse range"
Custody services are the safekeeping, recordkeeping and transaction-handling of financial assets—such as stocks, bonds and cash—provided by a specialized firm acting like a secure vault plus an accountant for your investments. They matter to investors because they reduce the risk of loss or theft, ensure trades settle correctly, and manage administrative and regulatory tasks so owners can trust their assets are secure and accessible when they need liquidity or proof of ownership.
adjusted profit before tax margin financial
"adjusted profit before tax margin is anticipated to improve to around 20% over time"
Adjusted profit before tax margin is the percentage of revenue a company keeps as profit after removing taxes and one-time or unusual items from its earnings, calculated as adjusted profit before tax divided by revenue. It matters to investors because it paints a clearer picture of ongoing operational profitability—like measuring a car’s fuel efficiency after excluding occasional detours—making it easier to compare performance over time and against peers without distortion from irregular events.

AI-generated analysis. Not financial advice.

LONDON, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Marex Group plc (‘Marex’ or the ‘Group’; NASDAQ: MRX), the diversified global financial services platform, today announces that it has completed the acquisition of UK equity market maker Winterflood Securities (“Winterflood”). Marex further announces it has entered into a conditional agreement to sell Winterflood’s custody business, Winterflood Business Services (“WBS”), to Epiris Fund III, advised by Epiris LLP (“Epiris”), a UK private equity firm. WBS provides outsourced dealing, settlement and custody services to a diverse range of clients.

The acquisition of Winterflood enhances Marex’s existing UK cash equities business, consistent with its strategy to bring new clients and new capabilities onto its platform and diversify earnings.

Marex will retain the market making and related corporate broking activities of Winterflood, along with the associated employees and the Winterflood brand, while those employees that support WBS will transfer with the business. Annual revenue for the retained Winterflood business is expected be around $75m and the adjusted profit before tax margin is anticipated to improve to around 20% over time.

The sale of WBS is expected to complete in the second quarter of 2026. The completion of the acquisition of WBS by Epiris is subject to certain regulatory and non-regulatory conditions.

Ian Lowitt, Marex Group Chief Executive Officer, commented:

“WBS is an excellent business, but it is outside the core services that we provide our clients. The gain on the sale of WBS when it completes will more than offset the premium paid for Winterflood and will generate a net gain on the acquisition. We are excited about the opportunity with Winterflood to create a leading equity market making franchise in the UK at a time when the market seems to be strengthening. Meanwhile, I’m pleased to say our performance in November has remained very strong, continuing the momentum in the business we have seen in the year to date and we are optimistic about the fourth quarter and the year ahead.”

Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including the expected acquisition of Winterflood Securities and the closing of the transaction as well as expected benefits from the acquisition. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risks discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) and our other reports filed with the SEC. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

About Marex:
Marex Group plc (NASDAQ: MRX) is a diversified global financial services platform providing essential liquidity, market access and infrastructure services to clients across energy, commodities and financial markets. The Group provides comprehensive breadth and depth of coverage across four services: Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions. It has a leading franchise in many major metals, energy and agricultural products, with access to 60 exchanges. The Group provides access to the world’s major commodity markets, covering a broad range of clients that include some of the largest commodity producers, consumers and traders, banks, hedge funds and asset managers. With more than 40 offices worldwide, the Group has over 2,400 employees across Europe, Asia and the Americas. For more information visit www.marex.com.  

Enquiries please contact:

Marex: Nicola Ratchford / Adam Strachan
+44 778 654 8889 / +1 914 200 2508
nratchford@marex.com / astrachan@marex.com

FTI Consulting US / UK
+1 716 525 7239 / +44 7976870961
marex@fticonsulting.com


FAQ

When did Marex (MRX) complete the acquisition of Winterflood?

Marex completed the Winterflood acquisition on 1 December 2025.

What will Marex keep from Winterflood after the acquisition (MRX)?

Marex will retain Winterflood’s market making and corporate broking activities and the Winterflood brand.

What is Marex’s plan for Winterflood Business Services (WBS) and when will it close?

Marex has a conditional agreement to sell WBS to Epiris; the sale is expected to complete in Q2 2026, subject to conditions.

How much revenue will the retained Winterflood business contribute to Marex (MRX)?

Annual revenue for the retained Winterflood business is expected to be around $75m.

What margin does Marex expect from the retained Winterflood business?

Marex anticipates an adjusted profit before tax margin of around 20% over time for the retained business.

Will the sale of WBS affect Marex’s acquisition economics?

Marex said the gain on the WBS sale will more than offset the premium paid for Winterflood and generate a net gain on the acquisition.
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