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

Rhea-AI Summary

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.

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

Insights

M&A strategist

Acquisition plus planned divestment positions Marex to capture UK market‑making scale while monetising non-core custody assets.

The deal combines Marex with Winterflood while transferring the custody arm, WBS, to Epiris under a conditional sale expected to close in Q2 2026. Management states the retained Winterflood business will generate annual revenue of about $75m and that the adjusted profit before tax margin could improve to around 20% over time; they also expect the gain on sale to more than offset the acquisition premium and produce a net gain on the transaction.

Execution depends on completing the conditional sale and any regulatory approvals tied to both the acquisition and WBS divestiture. If the sale fails or regulatory conditions impose constraints, the stated net‑gain outcome would not materialise. Monitor the progress of the WBS sale and any disclosed regulatory conditions through Q2 2026 for definitive impact.

Financial operations analyst

The transaction reallocates revenue and cost bases: retained market‑making revenue of ~$75m with target margins near 20%.

Keeping market making and broking while selling custody will change Marex’s revenue mix toward higher‑margin activities if projected margins are realised. The statement that the gain on sale will offset the premium is a clear accounting claim; it implies immediate positive acquisition accounting but relies on sale completion and recognized gain timing.

Key near‑term items to watch are the announced regulatory and non‑regulatory conditions and the closing of the WBS sale in Q2 2026. Material confirmations to look for include the actual recorded gain on disposal, any disclosed sale price or proceeds, and reported adjusted profit before tax margin trends in subsequent updates.

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.